Form 20-F

20-F 1 d717660d20f.htm FORM 20-F Form 20-F

As filed with the Securities and Exchange Commission on April 29, 2014

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission File Number: 33-99720

CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

(Exact name of Registrant as specified in its charter)

Arauco and Constitution Pulp Inc.

(Translation of Registrant’s name into English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Avenida El Golf 150

14^th Floor

Las Condes, Santiago

Chile

(Address of principal executive offices)

Gianfranco Truffello

Tel.: 56-2-24617221

E-mail: gianfranco.truffello@arauco.cl

Avenida El Golf 150

14^th Floor

Las Condes, Santiago

Chile

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

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

None

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

None

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

Title of each class:

5.625% Notes due 2015

7.50% Notes due 2017

7.25% Notes due 2019

5.00% Notes due 2021

4.75% Notes due 2022

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Shares of Common Stock, without par value: 113,159.655.

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

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

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

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

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

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

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

U.S. GAAP ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board x

Other ¨

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

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

TABLE OF CONTENTS


		Page
PART I			1

Item 1.	Identity of Directors, Senior Management and Advisers		1

Item 2.	Offer Statistics and Expected Timetable		1

Item 3.	Key Information		1

Item 4.	Information on the Company		21

Item 5.	Operating and Financial Review and Prospects		49

Item 6.	Directors, Senior Management and Employees		69

Item 7.	Major Shareholders and Related Party Transactions		75

Item 8.	Financial Information		77

Item 9.	The Offer and Listing		81

Item 10.	Additional Information		81

Item 11.	Quantitative and Qualitative Disclosures About Market Risk		90

Item 12.	Description of Securities Other than Equity Securities		91

PART II			92

Item 13.	Defaults, Dividend Arrearages and Delinquencies		92

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		92

Item 15.	Controls and Procedures		92

Item 16A.	Audit Committee Financial Expert		93

Item 16B.	Code of Ethics		93

Item 16C.	Principal Accountant Fees and Services		93

Item 16D.	Exemptions from the Listing Standards for Audit Committees		94

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		94

Item 16F.	Change in Registrant’s Certifying Accountant		94

Item 16G.	Corporate Governance		94

Item 16H.	Mine Safety Disclosures		94

PART III			95

Item 17.	Financial Statements		95

Item 18.	Financial Statements		95

Item 19.	Exhibits		95

CERTAIN TERMS AND CONVENTIONS

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

Unless otherwise specified, all references to “$”, “U.S.$”, “U.S. dollars” or “dollars” are to United States dollars; references to “Chilean pesos” or “Ch$” are to Chilean pesos; references to “Argentine pesos” or “AR$” are to Argentine pesos; references to “Brazilian reals” or “R$” are to Brazilian reals; references to “€” or “euro” are to the euro, the single European currency established pursuant to the European Economic and Monetary Union; and references to “UF” are to Unidades de Fomento. The UF is a unit of account that is linked to, and adjusted daily to reflect changes in, the Chilean consumer price index reported by the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas). As of December 31, 2013, one UF equaled U.S.$44.43 and Ch$23,306.56.

PRESENTATION OF FINANCIAL DATA

This report includes the audited consolidated financial statements of Arauco and our subsidiaries as of December 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013, 2012 and 2011 (collectively, the “audited consolidated financial statements” or “financial statements”). In addition, this report includes selected financial information for the periods ended December 31, 2013, 2012, 2011, 2010 and 2009.

For your convenience, this annual report contains certain translations of Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the observed exchange rate reported by Banco Central de Chile, the Central Bank of Chile, which we refer to as the “Central Bank of Chile” or the “Central Bank.” The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. On December 31, 2013, the observed exchange rate for Chilean pesos was Ch$524.61to U.S.$1.00, and on April 28, 2014, the observed exchange rate, as published in the Official Gazzette on April 29, 2014, was Ch$559.50 to U.S.$1.00. You should not construe these translations as representations that the Chilean peso amounts actually represent such dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. See “Exchange Rates.” Unless otherwise specified, references to the devaluation or the appreciation of the Chilean peso against the U.S dollar are in nominal terms (without adjusting for inflation) based on the observed exchange rates published by the Central Bank of Chile for the relevant period.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial information as of December 31, 2009, 2010, 2011, 2012 and 2013 and for each of the five years then ended is derived from, should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements which have been prepared in accordance with the International Financial Reporting Standards or “IFRS”, as issued by the International Accounting Standards Board (“IASB”).


	As of and for the year ended December 31, U.S.$ thousand⁽¹⁾
	2009			2010			2011⁽¹⁰⁾			2012⁽¹⁰⁾			2013
INCOME STATEMENT DATA
Revenue		3,097,448			3,767,384			4,374,495			4,298,663			5,145,500
Cost of sales		(2,152,535	)		(2,276,446	)		(2,882,455	)		(3,163,432	)		(3,557,210	)
Gross profit		944,913			1,490,938			1,492,040			1,135,231			1,588,290
Other income		181,383			378,480			475,014			408,251			385,055
Distribution costs		(374,641	)		(381,933	)		(477,628	)		(452,760	)		(523,587	)
Administrative expenses		(249,340	)		(323,916	)		(415,521	)		(479,625	)		(544,694	)
Other expenses		(57,978	)		(49,063	)		(90,313	)		(105,325	)		(136,812	)
Other gains (losses)		64,102			0			0			16,133			0
Financial income		19,313			15,761			24,589			23,476			19,062
Financial costs		(193,872	)		(207,519	)		(196,356	)		(236,741	)		(232,843	)
Share of profit (loss) of associates and joint ventures accounted for using equity method		6,621			(7,693	)		(11,897	)		18,933			6,260
Exchange rate differences		17,632			(16,288	)		(26,643	)		(17,245	)		(11,797	)
Income before income tax		358,133			898,767			773,285			310,328			548,934
Income tax		(53,537	)		(198,018	)		(152,499	)		(166,787	)		(130,357	)

Net income		304,596			700,749			620,786			143,541			418,577
BALANCE SHEET DATA
Current assets		2,272,313			3,152,116			2,462,660			2,785,517			2,808,321
Property, plant and equipment		4,969,753			5,088,745			5,393,978			6,816,742			7,137,467
Biological assets(2)		3,757,528			3,790,958			3,744,584			3,610,572			3,635,246
Total assets		11,413,827			12,506,332			12,552,178			14,259,614			14,493,395
Total current liabilities		951,413			1,209,061			1,031,945			1,546,728			1,682,016
Total non-current liabilities		4,079,981			4,456,696			4,490,083			5,747,127			5,766,839
Total equity		6,382,433			6,840,575			7,030,150			6,965,759			7,044,540
CASH FLOW DATA
Net cash flow from operating activities		751,025			1,137,275			980,517			442,394			897,720
Net cash flow from investing activities		(717,291	)		(669,414	)		(1,207,137	)		(1,345,849	)		(687,620	)
Net cash flow from financing activities		302,372			33,852			(481,184	)		1,055,482			(7,776	)

Net change in cash		336,106			501,713			(707,804	)		152,027			202,324
OTHER FINANCIAL DATA
Capital expenditures(3)		362,690			595,520			748,272			1,186,374			942,638
Depreciation and amortization		207,415			233,655			230,737			252,381			317,647
Fair value cost of timber harvested(4)		198,675			271,515			335,142			311,821			320,894
EBIT(4)		532,692			1,090,525			945,052			523,593			762,715
Adjusted EBITDA(4)		765,618			1,390,482			1,307,685			861,745			1,143,382
Adjusted EBITDA/total interest expense		3.95			6.70			6.66			3.64			4.91
Adjusted EBITDA/sales revenue		24.7	%		36.9	%		29.9	%		20.0	%		22.2	%
Average debt(5)/EBITDA		3.82			2.39			2.55			4.80			4.37
Total debt(6)		3,202,919			3,449,569			3,283,107			4,962,116			5,026,494
Total debt(6)/ capitalization(7)		33.4	%		33.5	%		31.8	%		41.6	%		41.6	%
Total debt(6)/ equity attributable to parent company		51.1	%		51.2	%		47.3	%		72.0	%		71.9	%
Ratio of earnings to fixed charges(8)		2.7			5.1			4.8			2.0			3.0
Working capital(9)		1,320,900			1,943,055			1,430,715			1,238,789			1,126,305
Number of shares		113,152,446			113,152,446			113,152,446			113,152,446			113,159,655
Net income per share		2.66			6.14			5.41			1.2			3.4
Dividends paid		135,175			158,781			291,512			196,816			140,054
Dividends per share (U.S.$ per share)		1.19			1.40			2.58			1.74			1.24

(1)	The years 2012 and 2013 include our 50% share of our joint operation with Stora Enso Oyj, Montes del Plata, in Uruguay.

(2)	Biological assets refer to our forests and long-standing trees.

(3)	Includes capital expenditures in respect of property, plant and equipment and biological assets accrued for the period. Excludes acquisition of companies.

(4)

Adjusted EBITDA is calculated by adding “fair value cost of timber harvested,” “exchange rate differences” and deducting “gain from changes in fair value of biological assets” to EBITDA. “Fair value cost of timber harvested” is a non-cash expense included in our cost of sales (as a component of raw materials) that represents the fair value of the wood

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

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

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

The following table presents, for the periods indicated, the reconciliation of EBIT, EBITDA and Adjusted EBITDA to net income. Since the filing date of our annual report on Form 20-F for the year ended December 31, 2010, we have revised the methodology that we use to calculate our non-GAAP financial measures. Although we believe that the methodology used to calculate the non-GAAP financial measures included in our filings on Form 20-F prior to April 30, 2012 was compliant with the requirements of Form 20-F, we believe that the revised methodology provides readers of our annual report with an improved understanding of our operational performance from a core business perspective. However, as a result of the modifications to our calculation methodology, the reconciliation table set forth below and certain amounts included therein are not directly comparable to those included in filings prior to April 30, 2012.


	As of and for the year ended December 31,
	2009			2010			2011			2012⁽¹⁰⁾			2013
	(in thousands of U.S.$, except ratios and per share data)
Net income		304,596			700,749			620,786			143,541			418,577
(+) Financial costs		193,872			207,519			196,356			236,741			232,843
(-) Financial income		(19,313	)		(15,761	)		(24,589	)		(23,476	)		(19,062	)
(+) Income Tax		53,537			198,018			152,499			166,787			130,357
EBIT		532,692			1,090,525			945,052			523,593			762,715
(+) Depreciation and amortization		207,415			233,655			230,737			252,381			317,647
EBITDA		740,107			1,324,180			1,175,789			775,974			1,080,362
(+) Fair value cost of timber harvested		198,675			271,515			335,142			311,821			320,894
(-) Gain from changes in fair value of biological assets		(155,532	)		(221,501	)		(229,889	)		(243,295	)		(269,671	)

(+) Exchange rate differences		(17,632	)		16,288			26,643			17,245			11,797

Adjusted EBITDA		765,618			1,390,482			1,307,685			861,745			1,143,382

(5)	Average debt is calculated as the average between the beginning and the end of the applicable year.

(6)	Total debt is calculated as the sum of other current financial liabilities and other non-current financial liabilities, less hedging instruments.

(7)	Capitalization is calculated as total debt, including accrued interest, plus equity attributable to the parent company.

(8)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) and amortization of any discount and issuance costs related to our offerings of debt securities.

(9)	Working capital is calculated by subtracting current liabilities from current assets.

(10)	Numbers for year 2012 have been restated applying IFRS 11, see note 2 of consolidated financial statements.

EXCHANGE RATES

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


	Daily Observed Exchange Rate
Year Ended December 31,	High		Low		Average⁽¹⁾			Period-End
	Ch$ per U.S.$
2009		643.87		491.09		559.67	507.10
2010		549.17		468.01		510.22	468.01
2011		533.74		455.91		483.57	519.20
2012		519.69		469.65		486.59	479.96
2013		532.97		467.38		495.00	523.76
Months (2013-2014)
November		528.19		507.640		519.25	528.19
December		533.95		523.76		529.45	523.76
January		553.84		527.53		538.36	553.84
February		563.32		546.94		555.66	559.38
March		573.24		550.53		563.45	551.18
April (through April 28)		563.76		544.96		554.51	559.50

Source: Central Bank of Chile

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

On April 28, 2014, the observed exchange rate, as published in the Official Gazzette on April 29, 2014, was Ch$559.50 to U.S.$1.00.

FORWARD-LOOKING STATEMENTS

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

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

RISK FACTORS

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

Risks Relating to Us and the Forestry Industry

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

Prices for many of the products we sell can fluctuate significantly. The price of commodities such as pulp, panels and sawn timber has a high correlation with international prices. Consequently, the prices that we are able to charge for these products are highly dependent on prevailing international prices. Historically, such prices have been subject to substantial variation. For example, during the period from January 1, 2011 to December 31, 2013, the average price for Norscan bleached softwood kraft market pulp (pulp produced in Canada and Northern Europe sold to manufacturers of paper products delivered in Northern Europe, or NBSK), which is the benchmark for softwood bleached pulp, ranged from a low of U.S.$762.18 per tonne in October 2012 to a high of U.S.$ 1,023.10 per tonne in July 2011. During the last quarter of 2008 and the first quarter of 2009 there was a very rapid and significant reduction in the international prices of the products we sell and commodity prices in general as a result of the global financial crisis. In the second half of 2009, the international prices of the products we sell and commodity prices in general increased up to pre-financial crisis levels and continued at high levels in 2010 and the first half of 2011. In the second half of 2011, pulp prices started to decline. During 2012, prices for bleached hardwood kraft pulp increased steadily, but did not reach the 2011 average price. In 2012, the average price for NBSK continued to decline until September, increasing during the fourth quarter. During 2013 average prices of our products increased compared to those of 2012, due to an improvement of the U.S. real estate and construction market and higher demand of pulp in Asia. Notwithstanding these recent increases in our prices, severe global economic conditions may exert downward pressure on commodity prices, including the international prices of the products we sell, which could result in material and adverse declines in our revenues, results of operations and financial condition. We have no control over the factors that cause prices to change which include, among others:

•

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

•

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

•

world production capacity;

•

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

•

the availability of substitutes.

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

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

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

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

The global economy, and in particular global industrial production, is the primary driver of demand for pulp, paper and wood products. Global industrial production dropped during the second half of 2008 and first half of 2009 due to the financial crisis and global economic conditions, resulting in a significant and widespread contraction in demand for pulp, paper and wood products. A continued decrease in the level of activity in either the domestic or the international markets within which we operate could adversely affect the demand and the price of our products and thus our cash flows and operational and financial results. Due to this downturn in global industrial production, our pulp segment experienced significant price declines in the last quarter of 2008 and the first quarter of 2009, which severely affected our results. In addition, the significant downturn in the home-building industry in the United States and Europe resulted in increased inventories of available new homes, significant declines in home prices, loss of home-equity values and loss of consumer confidence and demand. As a result of these events, our plywood and panel sales were adversely affected, continuing a downward trend both in volume and price across all markets. Our medium-density fiberboard molding sales also experienced a sharp decline in volume mainly due to the lower activity in the United States and Canadian construction markets. Our wood products segment, which is also highly dependent on the strength of the home-building industry, experienced decreases in its prices of and demand for its products. The decrease in demand of sawn timber products due primarily to the credit crisis and downturn in the real estate market in the United States resulted in our decision to close five sawmills in 2008 and 2009. In this context our Bossetti sawmill in Argentina was also closed in 2010.

Since late 2009, high levels of sovereign debt and insufficient public sector revenues have resulted in a European sovereign debt crisis. During this crisis, credit rating agencies downgraded the credit ratings of many of the Eurozone governments, including Greece, Spain, Italy, Portugal and France, among others. During 2011 and 2012, the deepening of this crisis caused a general economic downturn in Europe, which negatively affected the banking and credit systems, employment and production. As a result, demand and prices for pulp and wood products have declined in the European market. Export sales of our sawn timber products to Asia accounted for 37.0% of our sales revenue in 2013 compared to 32.8% in 2012 and 38.6% in 2011, and export sales of our wood products to North America accounted for 26.8% of our sales revenue in 2013 compared to 35.5% in 2012 and 36.7% in 2011. Our business, financial condition, results of operations and cash flows could be materially and adversely affected if the economic conditions in Asia, Europe, the United States and elsewhere abroad deteriorate, and if we are unable to reallocate our sawn timber and other products to other markets on equally beneficial terms, which could require us to recognize additional impairment charges.

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

In 2013, export sales, defined as sales out of the country where our goods were produced, accounted for 59.9% of our total sales revenues. During this period, 50.7% of our export sales were to customers in Asia, 20.0% to customers in North America, 13.5% to customers in Europe, 10.7% to customers in Central and South America and 5.0% to customers in other countries. As a result, our results of operations and cash flows depend, to a significant degree, on economic, political and regulatory conditions in our principal export markets. Our ability to compete effectively in our export markets could be materially and adversely affected by a number of factors beyond our control, including deterioration in macroeconomic conditions, exchange rate volatility, government subsidies, and the imposition of increased tariffs or other trade barriers. If our ability to sell our products competitively in one or more of our principal export markets were impaired by any of these developments, it might be difficult to re-allocate our products to other markets on equally favorable terms and our business, financial condition, results of operations and cash flows might be adversely affected.

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

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

On February 27, 2010, an earthquake measured at a magnitude of 8.8 on the Richter scale, followed by a tsunami that affected the coast, occurred in the South-Central Region of Chile, an area where we maintain a substantial portion of our Chilean industrial operations. Immediately after the earthquake, all of our production units applied their contingency plans, which involved shutting down operations and evaluating the damage caused to each facility by the earthquake. As a result of the earthquake and the subsequent tsunami, our Mutrún sawmill was destroyed. The Mutrún sawmill represented 6% of our sawn timber production capacity in Chile.

The suspension of our operations in Chile resulted in significant asset impairment charges due to earthquake-related damage to property and inventories as well as a significant decrease in our sales volumes due to plant closures which had an adverse effect on our results of operations and cash flows. Our insurance policies provided coverage for damages to our property, plant, equipment and inventories and for business interruption caused by such damages up to an aggregate amount of U.S.$650 million, with a deductible of U.S.$3 million for property damage and a deductible of 21 days for business interruption. On November 15, 2011, we and the insurers accepted the final report of the insurance adjusters. In accordance with such final report, we received a total recovery of U.S.$532.0 million. We cannot assure you that we will not experience other suspensions or interruptions or unexpected damage to our property as a result of other earthquakes, aftershocks, tsunamis, any related repair and maintenance or other consequences associated with such events, any of which could have a material and adverse effect on our revenue, results of operations and financial condition.

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

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

We have been subject to a number of environmental administrative and judicial proceedings in Chile, including proceedings related to the Valdivia Mill (2004-2005), the Arauco Mill (2004), the Nueva Aldea Complex (2004-2005) and the Licancel Mill (2007). As a result of these proceedings, we have been subject to monetary fines as well as sanctions, including orders to suspend or limit our operations. In the United States, our Moncure mill is subject to an administrative proceeding by the North Carolina Department of Environment and Natural Resources. We negotiated a settlement that included a monetary fine and a requirement to replace certain emissions control equipment. Additional proceedings, enforcement actions or claims related to compliance with environmental requirements or alleged environmental damages may also be brought against us in the future. Any such proceedings or claims may have an adverse effect on our business, financial condition, results of operations and cash flows. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows.”

Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows.

Valdivia Mill

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

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

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

In February 2010, through Exempt Resolution No. 27/2010, the COREMA approved this environmental impact study subject to additional conditions, certain of which we challenged before the Directive Council primarily because they would have prohibited the discharge of wastewater into the Cruces River under any circumstance, including emergencies. On October 23, 2012, the Committee of Ministers passed Exempt Resolution No. 1052, which upheld in part our appeal in permitting the discharge into the Cruces River upon the occurrence of certain contingencies that may affect the normal functioning of the conduction system and/or outfall, including bombings or sabotage, natural disasters, or accidents caused by third parties. On March 29, 2010, two Chilean individuals filed a reclamation action (recurso de participación ciudadana) before the COREMA of the Fourteenth Region of Chile, challenging Exempt Resolution No. 27/2010. On April 30, 2013, the Committee of Ministers passed Exempt Resolution No. 391, which upheld in part such reclamation action, modifying paragraph 4.8.3, and updating tables 8, 9.a and 9.b of the Exempt Resolution No. 27/2010 (thereby establishing new effluent discharge limits for 13 parameters, including total chromium, total hydrocarbons, sulfur, oil and grease, suspended solids and phosphorus).

The construction and operation of the pipeline is subject to many environmental, regulatory, engineering and political uncertainties. As a result, we cannot provide any assurances that the project will be completed. If the installation of the pipeline is delayed for reasons attributable to us, we may face sanctions that include warnings, fines or the revocation of the Valdivia Mill’s environmental permit for operation. Alternatively, if any delays are attributable to reasons beyond our control, we believe that the environmental authorities should extend the applicable deadlines. However, we can provide no assurances that any deadline extensions would be granted, even if we comply with all the requirements that may be set forth by those authorities. See “Item 4. Information on the Company—Description of Business—Pulp—Pulp mills—Chile—Valdivia Mill” and “Item 8. Financial Information—Legal Proceedings.”

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

Licancel Mill

In June 2007, our operations at the Licancel Mill, a pulp mill located in the Seventh Region of Chile, became subject to environmental scrutiny by Chilean environmental regulators and the public, due to the death of fish in the Mataquito River, approximately 15 kilometers downstream of the mill. As a result, in June 2007, Chilean authorities, including the health authorities and the Superintendencia de Servicios Sanitarios (Sanitary Services Superintendency), required that we suspend activities at the Licancel Mill and that we suspend any further discharges into the river. In 2007, we invested U.S.$8 million in a new effluent treatment system for the Licancel Mill, and the mill resumed operations during January 2008. On September 7, 2007, the National Defense Council instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the Licancel Mill. The National Defense Council agreed to terminate this lawsuit pursuant to an agreement with Arauco dated January 29, 2010. Nevertheless, we can offer no assurance that the Licancel Mill will be able to operate without further interruptions. Any future suspension of operations at the Licancel Mill would adversely affect our business, financial condition, results of operations and cash flows. We estimate that the suspension of operations at the Licancel Mill resulted in a total loss of profits of U.S.$24 million.

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

In April 2005, the National Defense Council (Consejo de Defensa del Estado), the Chilean national agency that institutes legal proceedings on behalf of the Chilean government, instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm caused in the Carlos Anwandter Nature Sanctuary allegedly caused by the effluent discharges from our Valdivia Mill. The National Defense Council did not quantify the damages it was seeking in connection with the Valdivia Mill lawsuit. On July 27, 2013, a civil court of Valdivia ruled that the alleged environmental events were mainly caused by the Valdivia Mill. The Company decided to not appeal this ruling, in order to create the conditions to shortly begin an effective implementation of measures in favor of that Nature Sanctuary, without the delay of further legal deadlines. As of the date of this annual report, the

Company has agreed with the National Defense Council to an indemnification amount of approximately U.S.$5,000,000, which is in addition to another amount of U.S.$5,000,000, which will be designated for social programs for the benefit of the community of Valdivia. There are four additional measures ordered by the ruling (though not included in the agreement with the National Defense Council), which are being discussed by the members of the the Social Council (Consejo Científico Social), which includes representatives from Arauco, the National Defense Council, academic institutions, NGOs and public authorities. These measures are: (i) conducting a study, within one year, undertaken by an interdisciplinary committee of experts, about the current status of the wetland; (ii) creating an artificial sentinel wetland for representative species, upriver from the discharge of effluents; (iii) implementation of a monitoring program of environmental impact, within a five-year period; and (iv) creating a new research center focused on wetlands (Centro de Investigación de Humedales).

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

We are also subject to certain administrative proceedings as a result of a pipe leakage in the Nueva Aldea Mill in 2013, and the death of fish in the Cruces River in January 2014, close to the Valdivia Mill effluent discharge, both events which are currently under investigation by the competent authorities. We cannot assure you that, as a result of such proceedings, our mills will be able to operate without interruption. Any such interruption, or unexpected costs to resolve such proceedings, could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to a substantial tax claim in Argentina.

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

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

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

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

As of December 31, 2013, we had approximately U.S.$5,026.5 million of outstanding indebtedness. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Contractual obligations.” In light of the current economic environment, we may be unable to access, or we may be restricted in accessing, credit and capital markets to satisfy our financing needs, or we may not be able to refinance our existing indebtedness on terms that are favorable to us or at all. If we are unable to refinance our indebtedness as it becomes due, or if we refinance such indebtedness on terms that are not favorable to us, our business, results of operations and financial condition could be materially and adversely affected.

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

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

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unscheduled maintenance outages;

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prolonged power failures;

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an equipment failure;

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fires, floods, hurricanes or other adverse weather;

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

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a chemical spill or release;

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explosion of a boiler;

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

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labor difficulties;

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terrorism or threats of terrorism;

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

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other operating problems.

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

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

Commencing on December 31, 2011, wildfires, exacerbated by high temperatures and strong winds, broke out in the Eighth Region of Chile. As a result, the fires destroyed our Nueva Aldea plywood mill and approximately 8,200 hectares of our forest plantations. The affected forest plantations represent approximately 0.8% of our total forest plantations. Our Nueva Aldea plywood mill, which represented a cash investment of approximately U.S.$110 million, had an annual production capacity of 450,000 cubic meters, representing approximately 14.2% of our total panel production capacity at the time of the event. Although the plywood mill at Nueva Aldea and our forest plantations were insured, our insurance is subject to deductibles and caps, including a 15-day deductible relating to our business interruption insurance for the Nueva Aldea plywood mill. We received U.S.$143.1 million from these insurance policies. As of December 2013, the plywood mill at Nueva Aldea was rebuilt and is currently in the process of startup and commisioning. Its estimated annual production capacity is 350,000 cubic meters of plywood panels.

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

A growing number of scientists, environmentalists, international organizations, regulators and other commentators maintain that global climate change has contributed, and will continue to contribute, to the increasing unpredictability, frequency and severity of natural disasters (including, but not limited to, hurricanes, droughts, tornadoes, freezes, other storms and fires) in certain parts of the world. As a result, a number of legal and regulatory measures as well as social initiatives have been introduced in numerous countries in an effort to reduce carbon dioxide and other greenhouse gas emissions, which some argue to be substantial contributors to global climate change. Such reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. In addition, our plantations are located in regions which have ideal climatic conditions for a short growing cycle. Any climate changes that negatively affect such favorable climate conditions in central or southern Chile or in any region in which we benefit from favorable climate conditions could adversely affect the growth rate and quality of our plantations, or our production costs. Although we cannot predict the impact of changing global climate conditions, if any, nor can we predict the impact of legal, regulatory and social responses to concerns about global climate change, any such occurrences may negatively affect our business, financial condition, results of operations and cash flows.

Our operations could be adversely affected by labor disputes.

Approximately 29.1% of our employees in Chile, 48.3% of our employees in Argentina, 9.7% of our employees in Brazil and none of our employees in the United States or Canada were unionized as of December 31, 2013. In the past, certain work slowdowns, stoppages and other labor-related disruptions have adversely affected our operations.

In Chile, during 2013 we experienced a 4-day stoppage at the Horcones plywood mill in January 2013, caused by employees of third party contractors.

In Chile, we also experienced (i) a 4-day work stoppage in July 2012 at our Horcones Panel Mill located in Arauco, during which production resumed partially after the second day; (ii) a 10-day work stoppage in November 2009 at our Constitución, Arauco, Nueva Aldea, Horcones and Trupán-Cholguán complexes; (iii) a 3-day work stoppage in September 2009 at our Constitución, Valdivia, Arauco, Nueva Aldea, Horcones and Trupán-Cholguán complexes, each of which was caused by the employees of our third party forestry contractors at each of the respective facilities.

In Argentina, during 2011 and 2010, we experienced (i) a 3-day stoppage at Alto Paraná’s chemical mill in March 2011, as a result of a strike by the chemical union and (ii) a 4-day stoppage at Alto Paraná’s pulp mill in September 2010, as a result of a strike by the pulp union, but these strikes were limited to two hours per shift and did not materially affect operations. During 2013, we experienced (i) a 27-day stoppage at Alto Paraná’s Zarate mill in

April 2013, as a result of a strike by the construction union; (ii) a 2-day stoppage at Alto Paraná’s chemical mill in May 2013, as a result of a strike by the Santa Fe Federation of Labour; and (iii) a 1-day stoppage at Alto Paraná’s pulp mill in June 2013 and a 3-day stoppage at Alto Paraná’s pulp mill in October 2013, both as a result of a strike by the pulp union.

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

In September 2011, we experienced a 12-day work stoppage of construction at the Montes del Plata joint operation, that we have with Stora Enso Oyj, in equal parts, in Uruguay, or “Montes del Plata.” During 2013, we experienced work stoppages equivalent to 30.8 days of construction at our Montes del Plata joint operation. These stoppages were caused by national and local strikes executed by the Uruguayan Construction Union.

Our Canadian and U.S. operations have not experienced any work stoppages in 2013 or 2012.

We renewed all of the collective-bargaining agreements that expired during 2013 in Chile. All of our collective-bargaining agreements in Chile are scheduled to expire during 2014, 2015, 2016 and 2017. We cannot assure you that a work slowdown, or a work stoppage or strike, will not occur prior to or upon the expiration of our labor agreements, and we are unable to estimate the adverse effect of any such work slowdown, stoppage or strike on our sales.

In addition, we depend to a significant extent on employees of contractors to which we outsource a wide range of services including management of certain of our plantations and transportation of raw materials and products. On July 1, 2012, we commenced the process of insourcing the operation of 13 sawn timber industrial facilities, which had previously been managed by third-party companies. In the process, we hired 2,900 employees of these third-party companies. As of December 31, 2013, we had contracts with approximately 1,855 contractors, who employed approximately 27,071 employees. Under Chilean and Brazilian labor legislation, we are secondarily liable for the payment of labor and the social security obligations owed to employees of our contractors. In Chile, in the event that we do not exercise the rights granted to us by the labor laws regarding the supervision of our contractors in their compliance of their labor and social security obligations, then our responsibility is elevated from secondary to joint and several, thus enabling an employee of a contractor to bring a claim relating to these obligations against both the contractor and us, as the party hiring such contractor, although the contractor would remain primarily liable for such obligations. Generally, we are also responsible for the health and safety conditions of the contractors’ workers and are obligated to ensure that the contractors comply with all obligations related to such conditions while such workers are performing activities for us within our corporate purpose.

In Argentina, substantially similar joint liability rules apply to a principal and its contractors. In addition, a new national rural labor law, Law 26,727, promulgated on December 28, 2011 but which became fully operational after publication of certain relevant regulations, permits contractor employees under forestry contracts to bring actions directly against the principal to whom the employees’ services are being provided, instead of requiring them to bring actions against the contractor. For work or services related to the ordinary production process of a principal, the law provides that an employment relationship exists between the principal and the employee of the contractor.

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

Risks Relating to Chile

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

As of December 31, 2013, 64.7% of our property, plant and equipment and forest assets were directly owned by the Company and our Chilean subsidiaries, and in 2013, 64.8% of our revenues were attributable to our Chilean operations. Accordingly, our business, financial condition, results of operations and cash flows depend, to a considerable extent, upon economic conditions in Chile. Future changes in the Chilean economy could adversely affect our business, financial condition, results of operations and cash flows and may impair our ability to proceed with our strategic plan of business. In addition, such changes may impact the market price of our securities.

The Chilean government has exercised and continues to exercise a substantial influence over many aspects of the economy. In this context, in April 2014, the Chilean Government sent a tax reform bill to Congress which, if finally approved, could result in a tax increase for Chilean companies. We have no control over and cannot predict how government intervention and policies will affect the Chilean economy or, directly and indirectly, our operations and revenues. Our operations and financial condition and the market price of our securities may be adversely affected by changes in policies involving exchange controls, taxation and other matters.

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

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

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

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

Chile has experienced high rates of inflation in the past, the highest of which occurred more than 20 years ago. The annual rates of inflation (as measured by changes in the consumer price index and as reported by the Chilean National Institute of Statistics) in 2009, 2010, 2011, 2012 and 2013 were -1.4%, 3.0%, 4.4%, 1.5% and 3.0% respectively. High levels of inflation in Chile could adversely affect the Chilean economy and have a material adverse effect on our revenues, results of operations, financial condition and cash flows. Changes in the rate of inflation in Chile could continue in the future. Due to the competitive pressures we face in each of our product lines, we may not be able to increase prices in lock-step with inflation, which could materially and adversely affect our revenues, results of operations, financial and cash flows.

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

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

In addition, as an international company operating in Chile and several other countries, we transact a portion of our business and have assets and liabilities in Chilean pesos and other non-U.S. dollar currencies, such as the Euro, the Argentine peso, the Uruguayan peso, the Brazilian real, the Colombian peso, the Mexican peso and the Canadian dollar, among others. To the extent that the Chilean peso depreciates against the U.S. dollar, our domestic sales revenues may be adversely affected when expressed in U.S. dollars. The same effects may occur for our

domestic sales in Argentina, Brazil and Canada for revenues related to products sold in each of the respective local currencies. As a result, fluctuations in the exchange rates of such foreign currencies to the U.S. dollar may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Risks Relating to Argentina

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

As of December 31, 2013, 9.9% of our property, plant and equipment and forest assets were owned by our Argentinean subsidiaries, and in 2013, 10.9% of our revenues were attributable to our Argentine operations. The financial condition and results of our Argentine operations, including the ability of our Argentine subsidiary Alto Paraná to raise capital, depend, to a certain extent, upon economic conditions prevailing in Argentina. See “Item 4. Information on the Company—Description of Business—History.”

In 2009, Argentina’s GDP growth slowed to 0.9% as a result of the global financial crisis, in 2010 it increased to 9.2%, in 2011 it decreased to 8.9%, in 2012 it decreased to 1.9% and in 2013 it increased to 3.0%. Depending on the future development of the economy of Argentina, over which we have no control, our business, financial condition, results of operations and cash flows could be adversely affected.

In addition, there are some aspects of the Argentine economy that could adversely affect our operations, including, among others, inflation, interest rates, foreign exchange controls and taxes. We have no control over and cannot predict how the Argentine economy could affect our operations and revenues in Argentina.

Changes in the Argentine economy may impair the ability of Alto Paraná, our Argentine subsidiary, to meet its obligations and transfer money abroad.

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

Since 2001, there have been a number of monetary and currency exchange control measures implemented in Argentina, which have included the obligation to repatriate foreign currency earned abroad and tight restrictions on transferring funds abroad, with certain exceptions for authorized transactions. Although current restrictions have not materially affected Alto Paraná’s business, financial condition, results of operations and cash flows, including its ability to service its debt, if in the future such payments are restricted, such restriction would be an obstacle to Alto Paraná’s ability to transfer money abroad, which may negatively affect its financial condition, results of operations and cash flows.

Risks Relating to Brazil

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

As of December 31, 2013, 8.5% of our property, plant and equipment and forest assets were owned by our Brazilian subsidiaries, and in 2013, 9.0% of our revenues were attributable to our Brazilian operations. See “Item 4. Information on the Company—Description of Businesss.” As a result of the foregoing, to a certain extent, our business, financial condition, results of operations and cash flows will be dependent on economic conditions in Brazil.

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

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

•

currency fluctuations;

•

real estate ownership restrictions;

•

inflation;

•

social instability;

•

price instability;

•

interest rates;

•

liquidity of domestic capital and lending markets;

•

tax policy; and

•

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

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

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

Brazil has, in the past, experienced high rates of inflation. More recently, Brazil’s rates of inflation were 4.3% in 2009, 5.9% in 2010, 6.5% in 2011, 5.8% in 2012 and 5.9% in 2013, as measured by the Brazilian consumer price index (Índice de Preços ao Consumidor-Amplo). In the past, inflation, governmental measures to combat inflation and public speculation about possible future actions have had significant effects on the Brazilian economy. Certain future measures, if taken by the Brazilian government, including interest rate increases, intervention in the foreign exchange market and actions to adjust or fix the value of the real may trigger increases in inflation, and consequently, have adverse economic impacts on the business, financial condition, results of operations and cash flows of our Brazilian subsidiaries.

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

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

For example, the real depreciated by 8.2% against the U.S. dollar in 2012, and depreciated by 12.8% in 2013. The exchange rate between the real and the U.S. dollar may continue to fluctuate and may rise or decline substantially from current levels.

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

Risks Relating to Uruguay

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

As of December 31, 2013, 14.3% of our property, plant and equipment and forest assets were owned by the Montes del Plata joint operation and its affiliates in Uruguay, and in 2013, 0.4% of our revenues were attributable to the Uruguayan operations of Montes del Plata. See “Item 4. Information on the Company—Description of Business.”

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

Risks Relating to the United States and Canada

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

As of December 31, 2013, 0.7% of our property, plant and equipment and forest assets were owned by our U.S. subsidiaries, and in 2013, 2.7% of our revenues were attributable to our U.S. subsidiaries. See “Item 4. Information on the Company—Description of Business.”

As of December 31, 2013, 1.9% of our property, plant and equipment and forest assets were owned by our Canadian subsidiaries, and in 2013, 12.2% of our revenues were attributable to our consolidated Canadian subsidiaries, which includes our Canadian subsidiaries’ operations in the United States. See “Item 4. Information on the Company—Description of Business.”

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

Risks Relating to Other Markets

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

Our business, financial condition, results of operations and cash flows depend, to a large extent, on the level of economic activity, government and foreign exchange policies and political and economic developments in our principal export markets. 93.3% of our total pulp sales in 2012 and 92.8% in 2013, as well as 49.0% in 2012 and 41.3% in 2013 of our total sales of forestry, wood and panel products were attributable to exports, principally to customers in Asia, the Americas and Western Europe. Our business, earnings and prospects, as well as our financial condition, results of operations, cash flows and the market price of our securities, may be materially and adversely affected by developments in these export markets relating to inflation, interest rates, currency fluctuations, protectionism, government subsidies, price and wage controls, exchange control regulations, taxation, expropriation, social instability or other political, economic or diplomatic developments. For example, certain target countries to which we export may impose buying restrictions in our industry, which may adversely affect our sales. We have no control over these conditions and developments which could adversely affect us and our business, financial condition, results of operations and cash flows or the price or market of our securities.

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

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

Risks Relating to Our Securities

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

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

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

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

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

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

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

In October 2012, citing soft pulp prices and our increased leverage due to the Flakeboard acquisition and the construction of the pulp plant of our Montes del Plata joint operation in Uruguay, Fitch Ratings (“Fitch”) downgraded our foreign and local currency Issuer Default Ratings (IDR) to “BBB” from “BBB+”, in addition to downgrading our national scale rating from “AA (cl)” to “AA- (cl)”. Fitch also downgraded the foreign currency IDR of Alto Paraná, to “BBB” from “BBB+”. The unsecured debt issued by Alto Paraná and us was also downgraded to “BBB” and “AA- (cl)”, respectively, from “BBB+” and “AA”. On February 6, 2013, Feller Rate, a Chilean subsidiary of S&P, lowered our national scale rating to AA- from AA, citing the adoption of an aggressive financial policy combined with a cycle of low prices and increased costs of raw materials. On March 7, 2013, Moody’s Investors Service (“Moody’s”) downgraded our senior unsecured ratings to Baa3 from Baa2 with a negative outlook, citing deterioration in our performance coupled with significant increase in debt that resulted in significant increase in leverage. Additionally, Moody’s downgraded the rated notes of Alto Paraná to Baa3 from Baa2. On March 27, 2013, Standard & Poor’s Ratings Services (“S&P”) lowered its rating on us from “BBB” to “BBB-”, citing high debt, our recent acquisitions, and soft pulp prices and rising operating costs. It considered our financial risk profile to be “intermediate” due to expectations of improved leverage. We cannot assure you that we will not be subject to further credit rating downgrades. Credit rating downgrades below investment grade could have a material and adverse effect on our business, financial condition, results of operations and ability to service our debt, including our securities.

On April 5, 2013, Standard & Poor’s Ratings Services (“S&P”) lowered its corporate credit rating foreign currency on Alto Paraná from “B+” to “B”, due to worsening business conditions in Argentina and the recent downgrade of Alto Paraná’s parent company Celulosa Arauco y Constitución S.A. rating to ‘BBB-’ from ‘BBB’ on March 27, 2013. Then on September 13, 2013 the rating was downgraded again from “B” to “B-” following similar action on Argentina’s Sovereign which was lowered from “B-” to “CCC+”. On December 20, 2013 the corporate credit rating foreign currency on Alto Paraná suffered its third downgrade from “B-” to “CCC+” to reflect the same Transfer & Convertibility risk assessment for Argentina, due to restrictions to access foreign currency and/or restrictions on transferring money abroad.

Item 4. Information on the Company

DESCRIPTION OF BUSINESS

We believe that, as of December 31, 2013, we were one of Latin America’s largest forest plantation owners, and that we are Chile’s largest exporter of forestry and wood products in terms of sales revenue. We have industrial operations in Chile, Argentina, Brazil, the United States, Canada and Uruguay (via our 50% share in Montes del Plata). As of December 31, 2013, we had more than 1.0 million hectares of plantations in Chile, Argentina, Brazil and Uruguay. During 2013, we harvested 2.5 million cubic meters of sawlogs and pulplogs and sold 7.9 million cubic meters of wood products, including sawn timber (green and kiln-dried lumber), remanufactured wood products and panels (plywood, medium density fiber board, or MDF, particle board, or PBO, and high density fiber board, or HB). During 2013, we sold 3.1 million tonnes of pulp in the form of hardwood beached pulp, softwood bleached pulp, softwood unbleached pulp and fluff.

Based on information published by Resource Information Systems, Inc., an independent research company for the pulp and paper industry, as of December 31, 2013, we were one of the world’s largest producers of bleached and unbleached softwood kraft market pulp in terms of production capacity, with an estimated 6.7% share of the total world production capacity of bleached softwood kraft market pulp and a 20.1% share of the total world production capacity of softwood kraft market unbleached pulp. “Market pulp” is pulp sold to manufacturers of paper products, as opposed to pulp produced by an integrated paper producer for use in its paper production facilities. “Kraft pulp” is pulp produced using a chemical process.

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

History

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

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

In 1996, we acquired Alto Paraná S.A., an Argentine company, which, at that time, owned plantations and other land in Argentina and manufactured and sold bleached softwood kraft pulp. With this acquisition, we expanded our market opportunities outside of Chile.

In 2000, we acquired 98% of the shares of Forestal Cholguán S.A., or Cholguán, and 50% of Trupán S.A., or Trupán, which permitted us to enter the MDF and HB markets, and in 2002, we began operations at two new MDF mills, one in Chile and one in Argentina.

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

During the first quarter of 2005, we acquired all of the shares of capital stock of LD Forest Products S.A. and of Placas do Paraná S.A., or Placas do Paraná, in Brazil, as well as 50% of the shares of capital stock of Dynea Brasil S.A., or Dynea Brasil, in Brazil. In April 2010, our subsidiary Arauco do Brasil S.A. acquired the other 50% of the shares of Dynea Brasil. As a result of this acquisition, we own 100% of the shares of Dynea Brasil.

On June 30, 2006, through our subsidiaries Aserraderos Arauco S.A., Forestal Celco S.A., Bosques Arauco S.A. and Forestal Valdivia S.A., we acquired the forestry assets of Cementos Bío-Bío S.A. The acquisition represented an investment of U.S.$133.3 million. The acquired assets consisted of 21,000 hectares of pine plantations, one sawmill with an annual production capacity of approximately 250,000 cubic meters per year and a remanufacturing facility.

On September 27, 2007, our subsidiaries Placas do Paraná S.A. and Arauco Florestal S.A. entered into an agreement for the joint ownership of land with Stora Enso Oyj, or Stora Enso, a Finnish-Swedish multinational corporation. Pursuant to the agreement, we acquired 80% of the shares in Stora Enso Arapoti Empreendimentos Agrícolas S.A., now Arauco Florestal Arapoti S.A., which owns 50,000 hectares of land, including 25,000 hectares of pine and 5,000 hectares of eucalyptus plantations; 20% of the shares remain in Stora Enso Arapoti Indústria de Papel S.A., which owns a paper mill with an annual production capacity of 205,000 tons of light weight coated paper; and 100% of the shares of Stora Enso Arapoti Serraria Ltda., which owns a sawmill with an annual production capacity of 150,000 cubic meters per year. This alliance required an investment of U.S.$208.4 million, which was financed with our resources and commercial bank loans.

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

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

On September 27, 2009, Arauco and its subsidiary Arauco Internacional, executed a series of joint operation agreements with Stora Enso, pursuant to which Stora Enso Amsterdam B.V. agreed to transfer ownership of 100% of the shares of Stora Enso Uruguay S.A. to Forestal Cono Sur. As a consequence of this transaction, Arauco and Stora Enso equally control all assets that both companies own in Uruguay, which includes 74,000 hectares owned by Stora Enso (including 17,300 hectares which are already planted with forests) and 39,000 hectares owned by Arauco (of which 27,400 are already planted with forests). These assets, and those that we acquired from ENCE in October of 2009, have helped to secure a strategic basis to consider the construction of the Montes del Plata pulp mill in Uruguay.

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

On January 18, 2011 Arauco and Stora Enso agreed to carry out the construction of a state of the art pulp mill with an annual guaranteed capacity of 1.3 million tons, a port and a power producing unit based on renewable sources, all located in Punta Pereira, department of Colonia, Uruguay. The total estimated investment is approximately U.S.$2.0 billion. For more information regarding the ongoing construction of the pulp mill in Uruguay, see “Item 3. Key Information—Risk Factors—Risks Relating to Uruguay—Economic conditions in Uruguay may have a direct impact on our financial condition, results of operations and cash flows.”

On November 17, 2011, Centaurus Holdings S.A., a Brazilian company that is 51% owned by Klabin S.A. and 49% by our subsidiary Arauco Forest Brasil S.A., acquired the shares of Florestal Vale do Corisco Ltda., which has 107,000 hectares of land in the Brazilian state of Paraná. The total purchase price for the proposed transaction was U.S.$473.5 million, of which we paid 49%. We received antitrust approval for this project from Brazilian authorities on July 18, 2012.

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

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

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

During the second semester of 2013, the Arauco wholly-owned forestry subsidiaries – Bosques Arauco S.A., Forestal Valdivia S.A., Forestal Arauco S.A., and Forestal Celco S.A. – were merged into one of those corporations, Forestal Celco S.A. This process started on July 1, 2013, when Bosques Arauco was merged into Forestal Valdivia. Later, on September 1, 2013, Forestal Valdivia was merged into Forestal Arauco. Finally, on December 1, 2013, Forestal Arauco was merged into Forestal Celco.

On January 14, 2014, our subsidiary Flakeboard America Limited signed an asset purchase agreement with the U.S. company named SierraPine, for the the acquisition of three industrial mills located in the United States (particleboard mills of Martell and Springfield, and the MDF mill of Medford, situated in the states of California and Oregon), for a total purchase price of U.S.$107 million, plus a variable amount of up to U.S.$13 million in inventories. As a consequence of this operation and once such transaction is materialized, Arauco will produce, only considering Canada and the United States, the annual amount of 3.5 million cubic meters of panels, through the operation of ten mills (eight in the United States and two in Canada). This transaction will be materialized only once the conditions precedent established in the asset purchase agreement, including the approval of the acquisition by the relevant authorities, are fulfilled.

Corporate Structure

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

The following table sets forth our ownership interests in our subsidiaries as of December 31, 2013.


	Country of incorporation	Total stock held
Agenciamiento y Servicios Profesionales S.A. de C.V.	Mexico		99.9990	%
Alto Paraná S.A.	Argentina		99.9801
Arauco Australia Pty Ltd.	Australia		99.9990
Arauco Bioenergía S.A.	Chile		99.9985
Arauco Canada Panels ULC	Canada		99.9990
Arauco Colombia S.A.	Colombia		99.9980
Arauco Distribución S.A.	Chile		99.9992
Arauco do Brasil S.A.(ex-Placas do Paraná S.A.)	Brazil		99.9999
Arauco Florestal Arapoti S.A.	Brazil		79,9999
Arauco Forest Brasil S.A.	Brazil		99.9999
Arauco Forest Products B.V.	The Netherlands		99.9990
Arauco Holanda Cooperatief U.A.	The Netherlands		99.9990
Arauco Panels USA LLC	U.S.A.		99.9990
Arauco Perú S.A.	Peru		99.9990
Arauco Wood Products, Inc.	U.S.A.		99.9985
Araucomex S.A. de C.V.	Mexico		99.9990
Aserraderos Arauco S.A.	Chile		99.9992
Controladora de Plagas Forestales S.A.	Chile		59.6326
Empreendimentos Florestais Santa Cruz Ltda.	Brazil		99.9988
Flakeboard America Limited	U.S.A.		99.9990
Flakeboard Company Limited	U.S.A.		99.9990
Forestal Celco S.A.	Chile		99.9484
Forestal Concepción S.A.	Panama		99.9986
Forestal Cholguán S.A.	Chile		97.4281
Forestal Los Lagos S.A.	Chile		79.9405
Forestal Nuestra Señora del Carmen S.A.	Argentina		99.9805
Forestal Talavera S.A.	Argentina		99.9942
Greenagro S.A.	Argentina		97.9805
Inversiones Arauco Internacional Ltda.	Chile		99.9990
Investigaciones Forestales Bioforest S.A.	Chile		99.9256
Leasing Forestal S.A.	Argentina		99.9801
Mahal Empreendimentos e Participacoes S.A.	Brazil		99.9998
Paneles Arauco S.A.	Chile		99.9992
Savitar S.A.	Argentina		99.9842
Servicios Logísticos Arauco S.A.	Chile		99.9995

Business Strategy

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

•

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

•

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

•

We continue to develop our facilities, transportation, shipping, storage and product distribution network that allow us to reach over 70 countries worldwide; and

•

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

Domestic and Export Sales

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


	Year ended December 31,
	2011		2012		2013
	(in millions of U.S.$)
Export Sales
Bleached pulp		1,681		1,481		1,591
Unbleached pulp		264		250		293
Sawn timber		429		430		479
Remanufactured wood products		161		182		207
Panels		584		476		507
Other		9		14		5

Total export revenue		3,128		2,834		3,082

Domestic Sales
Bleached pulp		78		88		96
Unbleached pulp		37		36		51
Sawlogs		75		86		89
Pulplogs		41		29		29
Sawn timber		98		111		105
Remanufactured wood products		37		42		38
Chips		29		25		21
Electric power		98		137		146
Panels		689		844		1,420
Other		63		65		67

Total domestic revenue		1,247		1,464		2,063

Revenue		4,374		4,299		5,146

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


	Year ended December 31,
	2011		2012		2013
	(in millions of U.S. dollars)
North America	$	594	$	615	$	618
Central and South America		368		279		330
Asia		1,471		1,351		1,564
Europe		555		432		417
Other		140		152		154

Total	$	3,128	$	2,830	$	3,082

Forestry Activity

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

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

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

•

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

•

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

•

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

•

Chain of Custody and Controlled Wood Certification: a certification from the FSC that is designed to ensure traceability of certified and uncertified wood from the forest to the finished product;

•

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

•

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

Forest Plantations

As of December 31, 2013, our planted forests consisted of 73.7% radiata, taeda and elliottii pine and 24.3% of mainly eucalyptus. Radiata and taeda pine have a rapid growth rate and a short harvest cycle compared to other commercial softwoods. Radiata and taeda pine are sufficiently versatile for both the production of forestry and wood products and the production of long fiber pulp for sale to manufacturers of paper and packaging.

We seek to manage our forestry resources in a way that ensures that the annual growth of our forest is equal to or greater than the volume of resources harvested each year. In 2013, Arauco planted a total of 69,141 hectares and harvested a total of 55,539 hectares in Chile, Argentina, Brazil and Uruguay (these amounts include, with respect to Brazil, 100% of the plantations of Arauco Forest Brasil, Forestal Arapoti and Mahal Empreendimentos e Participacoes; and with respect to Uruguay, 100% of the plantations owned in Uruguay by us through the Montes del Plata joint operation). We believe that our annual harvests and plantations long-term sustainable equilibrium are approximately 67.7 thousand hectares (including 100% of the plantations owned by the Montes del Plata joint operation, and, with respect to plantations owned by Brazil, 80% of Forestal Arapotí, 100% of Arauco Forest Brasil and 100% of Mahal Empreendimentos e Participacoes-owned plantations).

Our planted radiata pine forests are located in central and southern Chile, and most are located in close proximity to our major production facilities and to port facilities. As of December 31, 2013, our aggregate radiata pine holdings comprised 41% of all Chilean radiata pine plantations, making us the country’s largest radiata pine plantation owner according to the Chilean Forestry Institute. As of December 31, 2013, we owned approximately 1.1 million hectares of land in Chile, of which 739 thousand hectares are forest plantations.

As of December 31, 2013, we owned approximately 263,391 hectares of forest and other land in Argentina, approximately 144,944 hectares of forest and other land in Brazil and approximately 110,971 hectares of forest and other land that the Montes del Plata joint operation owns in Uruguay. Of the total land we own in Uruguay through Montes del Plata, 99% is planted with eucalyptus, mainly dunnii (66%), globulus (14%) and grandis (8%). The remnant 1% is planted with pine and other species.

Of the total land we own in these three countries, approximately 152,245 hectares of land is planted with taeda pine and elliotti pine, a species of softwood that has a growth rate similar to that of radiata pine. The balance includes plantations of other species of trees, land to be planted, protected areas and natural forests. These amounts include, with respect to Brazil, 100% of the plantations of Arauco Forest Brasil and Mahal Empreendimentos e Participacoes, and 80% of the plantations of Forestal Arapoti; and with respect to Uruguay, 50% of the plantations owned by us through the Montes del Plata joint operation.

The following table sets forth the number of hectares and types of uses of our land holdings and rights, as of December 31, 2013.


	As of December 31, 2013
	Total		Distribution
	(in hectares)		(percentage)
Pine plantations⁽¹⁾
0-5 years		192,172		11.7	%
6-10 years		159,711		9.8	%
11-15 years		160,350		9.8	%
16-20 years		143,696		8.8	%
21+ years		92,305		5.6	%
Subtotal		748,233		45.7	%
Eucalyptus plantations⁽²⁾		246,855		15.1	%
Plantation of other species		20,297		1.2	%
Subtotal of Plantations		1,015,385		62.1	%
Land for plantations		52,838		3.2	%
Land for other uses⁽³⁾		567,529		34.7	%
Total⁽⁴⁾		1,635,756		100.0	%

⁽¹⁾	All years are calculated from the date of planting.

⁽²⁾	Approximately 72.6% of our eucalyptus plantations are less than 10 years old.

⁽³⁾	Includes roads, firebreaks, native forests and yards.

⁽⁴⁾

Includes 80% of plantations owned by Forestal los Lagos S.A., 50% of plantations owned by the Montes del Plata joint operation, 100% of plantations owned by Arauco Forest Brasil, 80% of plantations owned by Florestal Arapoti and 100% of Mahal plantations. Also includes 59,290 hectares for which we have the right to harvest but do not own, of which 43,149 hectares are in Chile, 15,837 hectares are in Uruguay and 304 hectares are in Argentina.

Land Acquisition and Afforestation

Our total land assets have increased from fewer than 170,000 hectares in 1980 to 1,635,756 hectares as of December 31, 2013. In the five years ending December 31, 2013, we purchased 219,094 hectares of land, of which 42,594 hectares were purchased in Chile, 5.553 in Argentina, 87,566 in Brazil and 83,381 in Uruguay. For more information regarding our material land acquisitions, see “—History” herein.

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

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

Forest Management

For our pine plantations, our forestry management activities seek to increase sawlogs through advanced genetic techniques, planting and site preparation procedures, thinning and pruning. Managed forests can produce trees of larger diameter and, if pruned, a higher proportion of clear wood, which generally commands a higher price than knotted wood. Although some land is not suitable for the production of pruned logs, as of December 31, 2013, over 64% of our pine forests in Chile were prepared for clear wood production.

For our eucalyptus plantations, our forestry management activities seek to increase the amount of fiber production per hectare through advanced genetic techniques and planting and site preparation procedures.

Eucalyptus is more expensive to plant than pine; however, after planting, eucalyptus requires minimal forest management, yields more fiber per hectare and has a shorter growth cycle and greater wood density than pine, resulting in a greater amount of pulp production per hectare.

As of December 31, 2013, we had 13 nurseries in Chile, Argentina, Brazil and Uruguay, in which we grow seedlings using seeds and using cuttings from genetically selected trees. To achieve higher quality trees and an increased growth rate, we apply strict selection criteria to the trees from which seedlings are produced. We then plant the seedlings manually. Depending upon the species of tree to be planted and the nutrient and physical characteristics of the soil, we may also undertake a certain amount of ground preparation before planting. Our other principal forest activities are thinning, pruning and harvesting.

Thinning, or culling inferior trees from the plantation, occurs when necessary in the following two stages:

•

Thinning to waste. Thinning to waste occurs after four to six years and results in an average reduction of the number of trees per hectare from 1,250 to approximately 700. Thinning to waste is conducted once or twice per year on up to 500 hectares of our plantations.

•

Commercial thinning. Thinned trees are used in pulp production or, depending on the quality of the particular land, as sawlogs. Commercial thinning occurs at eight to 12 years and results in an average reduction of the number of trees per hectare from 700 to approximately 450. Commercial thinning is conducted once or twice per year.

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

•

the cost of planting is relatively low,

•

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

•

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

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

•

when trees are five to nine years old,

•

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

•

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

Our eucalyptus plantations are neither thinned nor pruned.

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

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

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


	Year ended December 31,
	2011		2012		2013
	(in hectares)
Thinning		12,992		12,097		13,156
Pruning		23,330		19,298		26,086
Harvesting		33,955		36,781		35,852

We manage our forest activities, but we hire independent contractors to perform the bulk of our operations, including planting, maintenance, thinning, pruning, harvesting, transportation and access road construction. As of December 31, 2013, we had arrangements with more than 284 independent contractors that employed over 13,466 workers in Chile. Many of these contractors have long-standing relationships with us, but we award many contracts based on competitive bids. We believe that our arrangements with independent contractors provide greater flexibility and efficiency than performing these activities directly.

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

We operate an extensive fire control organization that interacts with the fire control organizations of other forestry companies to ensure that any fire damage to our forests is minimal. The operation consists primarily of a system of spotter towers, manned 24 hours a day during the summer months, from which spotters report the direction of any fire observed to a central command post, where the fire’s exact location is determined and an appropriate ground and/or aerial response is formulated. The focus of this operation is to detect and control fires in less than 10 minutes in order to prevent fires from spreading. Over the last five years, this system has limited fire damage to our forests to an average of 0.3% of the plantations per year. Nevertheless, in January 2012, a fire affecting the Eighth Region of Chile destroyed approximately 8,200 hectares of our forest plantations and our Nueva Aldea plywood mill. See “Item 3. Key Information—Risk factors–Risks Relating to Us and the Forestry Industry—Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our business, financial conditions, results of operations and cash flows.”

Forest Production

We harvested 21.3 million cubic meters of logs during the year ended December 31, 2013, consisting of 10.9 million cubic meters of sawlogs, 6.5 million cubic meters of pine pulplogs and 3.8 million cubic meters of eucalyptus pulplogs and other logs. We did not export any pulplogs during 2013 because substantially all of the pulplogs from our forests were used in our pulp or panel mills. During 2013, our sawmills and panel mills used 6.6 million cubic meters of sawlogs, and no sawlogs were exported. We also sold 2.1 million cubic meters of sawlogs to unaffiliated domestic sawmills during 2013.

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

Pulp

We believe that we were Chile’s largest producer of bleached and unbleached softwood market pulp in terms of production in 2013. For the year ended December 31, 2013, pulp sales were U.S.$2,031.7 million, representing 39.5% of our total sales revenue for the period.

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

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

Pulp Mills

As of December 31, 2013, we owned and operated five pulp mills in Chile and one in Argentina, with an aggregate installed annual production capacity of approximately 3.22 million tonnes. Our six pulp mills produced 2.62 million tonnes of bleached pulp and 0.46 million tonnes of unbleached pulp in 2013. We also own 50% of a pulp mill in Uruguay, through our Montes del Plata joint operation with Stora Enso.

All of our pulp mills in Chile, except for the Nueva Aldea Mill and the Licancel Mill, are certified under ISO 9001:2000 and ISO14001:2004. The Nueva Aldea Mill and the Licancel Mill were certified under ISO 9001:2008 and ISO 14001:2004 in February 2010. The Alto Paraná Mill in Argentina is certified under ISO 9001:2000, ISO14001:2004, OHSAS 18001 and FSC-C001605 . No seasonal factors affect plant utilization, and the pulp mills generally run at full capacity throughout the year, with eight to ten days of maintenance normally scheduled every 12 months.

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


	Year ended December 31,
	2009		2010		2011		2012		2013
	(in thousands of tonnes)
*Chile*
Arauco Mill (bleached)
Arauco I		286		231		279		282		284
Arauco II		505		84		469		505		510
Valdivia Mill (bleached)		540		493		513		550		550
Constitución Mill (unbleached)		333		253		324		307		311
Nueva Aldea Mill (bleached)		900		780		793		882		944
Nueva Aldea Mill (unbleached)		—		9		—		—		3

Licancel Mill (bleached)⁽¹⁾		51		28		50		—		—

Licancel Mill (unbleached)⁽²⁾		75		84		83		137		147

Subtotal		2,690		1,962		2,511		2,663		2,749

*Argentina*
Alto Paraná Mill (bleached)		310		329		305		307		331
Total		3,000		2,291		2,816		2,970		3,080

⁽¹⁾

During 2009, the Licancel Mill produced unbleached pulp for a three-month period. During 2010, the Licancel Mill produced unbleached pulp for a nine–month period. During 2011, the Licancel Mill produced unbleached pulp for a seven–month period. During 2012 and 2013, the Licancel Mill produced unbleached pulp for the entire period.

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

Chile

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

Arauco II. Also located at the Arauco Mill, Arauco II was completed in 1991. Arauco II’s pulping process is generally the same as that of Arauco I, but it includes technological improvements in its production process and environmental design. Arauco II is also equipped to produce elementary chlorine-free pulp. The installed annual production capacity of Arauco II is approximately 500,000 tonnes of pine bleached kraft pulp.

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

Constitución Mill. The Constitución Mill is located in the heart of a group of our radiata pine forests in the Seventh Region of Chile. As of December 31, 2013, the Constitución Mill was the largest unbleached softwood market pulp mill in the world, with an installed annual production capacity of approximately 355,000 tonnes. In February 2006, the COREMA of the Seventh Region of Chile approved an environmental impact study for the construction of a new pipeline for the Constitución Mill, which commenced operations in February 2007. The unbleached pulp produced in this mill does not use any chlorine in its production process.

Licancel Mill. We acquired the Licancel Mill in September 1999. It is located in Licantén, which is 250 kilometers south of Santiago. The mill has an installed annual production capacity of approximately 150,000 tonnes of eucalyptus kraft pulp and pine bleached and unbleached kraft pulp. The Licancel Mill is equipped to produce elementary chlorine-free pulp.

In June 2007, our operations at the Licancel Mill became subject to an environmental review by Chilean environmental regulators and the public in connection with the death of fish in the Mataquito River, approximately 15 kilometers downstream of the mill. As a result, Chilean authorities, including the health authorities and the Superintendencia de Servicios Sanitarios (Sanitary Services Superintendency), required that we suspend activities at the Licancel Mill and that we suspend any further discharge into the river. We estimate that the suspension of operations at the Licancel Mill resulted in a total loss of profits of U.S.$24 million. Any future suspension of operations at the Licancel Mill may adversely affect our business, financial condition, results of operations and cash flows. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows” and “Item 8. Financial Information- Legal Proceedings.”

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

The Valdivia Mill has been subject to legal and administrative proceedings by the Chilean environmental regulators. Primarily, it has been alleged that the Valdivia Mill’s operations impacted the nearby Carlos Anwandter Nature Sanctuary and contributed to the migration and death of black-neck swans in an area downstream from the mill on the Cruces River. For a discussion of the administrative and litigation proceedings in which we have been involved as a result of our operations at the Valdivia Mill, see “Item 8. Financial Information—Legal Proceedings.”

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

On February 20, 2006, the COREMA of the Eighth Region of Chile approved the environmental impact study for the construction and operation of the Nueva Aldea Mill Pipeline, which permits the mill to discharge certain liquid effluents into the ocean. The Nueva Aldea Mill pipeline’s startup and commissioning period (of 6 months) commenced in the first quarter of 2010. However, as result of damages to the pipeline caused by the earthquake that occurred in Chile on February 27, 2010, we needed to temporarily suspend our use of the pipeline and discharge the effluents of the Nueva Aldea Mill in the same place in which the mill’s wastewater was discharged prior to the opening of the pipeline. On July 31, 2010, our repairs to the damaged pipeline were completed and the startup and commissioning period was restarted. From January 31, 2011, to November 2013, the pipeline remained fully operational. However, in November 2013, as a result of a leakage in the conduction system, the use of the pipeline was suspended, for reparation and maintenance purposes. As the date of this report, the pipeline was repaired while an exhaustive review of the pipeline is underway. The Nueva Aldea Mill is currently discharging its effluent into the Itata river, in accordance with the applicable permit.

On February 9, 2009, COREMA approved our request to increase the Nueva Aldea Mill’s production to 20% above the previously authorized level, which was 856,000 tonnes per year. The COREMA determined that it was not necessary for us to present an environmental impact study in connection with our request for increased production. On October 7, 2009 we presented an environmental impact declaration requesting an additional increase in the production capacity of the Nueva Aldea Mill from 1,027,000 tonnes to 1,200,000 tonnes per year. The COREMA approved this request on February 4, 2010.

Argentina

Alto Paraná Mill. Alto Paraná’s softwood pulp mill is located in the Province of Misiones, a region whose soil and climate are favorable for the rapid growth of pine trees. The Alto Paraná Mill is the only bleached softwood

kraft market pulp facility in Argentina. The mill has an installed annual production capacity of 350,000 tonnes of pulp, of which 50% is bleached softwood pulp for paper use, currently representing almost all of the total bleached softwood pulp production capacity in Argentina, and 50% is fluff pulp.

Uruguay

Montes del Plata Joint Operation. In January 2011, we and Stora Enso agreed to commence construction of a new pulp mill with an annual capacity of approximately 1.3 million air-dry tonnes, a port and a power generation facility based on renewable resources, all located in Punta Pereira, department of Colonia, Uruguay. The total estimated investment is approximately U.S.$2.0 billion. After securing the necessary permits, we broke ground in May 2011 to begin construction. In September 2011, two of our Uruguayan joint operation companies entered into two credit facilities to finance the construction of the proposed project. For more information regarding these credit facilities, see “Item 3. Key Information—Risk Factors—Risks Relating to Uruguay—Economic conditions in Uruguay may have a direct impact on our financial condition and results of operations.”

As of December 2013, we were approximately 96.7% complete with construction. We currently anticipate initiating operations in the first half of 2014.

Production Costs

Based on information published by Resource Information Systems, Inc., our cash costs for softwood pulp production are lower than the average costs of market pulp producers in Canada, the United States and Scandinavia, particularly with respect to timber and energy costs. While our modern facilities result in depreciation exceeding some of such Northern Hemisphere producers, our costs are still lower than the average costs of our Northern Hemisphere competitors, on a total delivered cost basis. The following table compares our costs for the production of bleached softwood kraft market pulp to the average cost of market pulp producers in selected regions in the Northern Hemisphere for the year ended December 31, 2013.


	Bleached Softwood Kraft Pulp Producers’ Cost
			British Columbia		British Columbia		United States
	Arauco⁽¹⁾⁽⁴⁾		Coast		Interior		South⁽⁴⁾		Sweden⁽⁴⁾		Finland⁽⁴⁾
	(in U.S.$ per tonne for the year ended December 31, 2013)
Wood		199		245		182		179		311		298
Total chemicals		67		85		92		93		67		56
Labor		46		85		79		41		50		49
Others⁽²⁾		53,1		127		106		98		44		27

Total cash cost		365		542		459		411		472		430
Depreciation		48		43		42		68		71		80

Total mill cost		413		585		501		479		543		510
Transportation⁽³⁾		85		73		116		70		36		41

Total delivered cost		498		658		617		549		579		551

⁽¹⁾	For comparative purposes, includes only Arauco’s operations in Chile.

⁽²⁾	Includes energy, materials and other production costs; excludes overhead and interest.

⁽³⁾	Delivered in Northern Europe.

⁽⁴⁾	Resource Information Systems, Inc. takes into account a byproduct credit, which is not included in the total delivered cost shown in the table above.

Source: Resource Information Systems, Inc. World Pulp & Recovered Paper Forecast – 15 year, August 2013 (7 months actual data, 5 months projected). Arauco data is provided by Arauco.

Sales

The total production of bleached kraft market pulp in the global market during the year ended December 31, 2013 was 56.3 million tonnes. Based on information published by Resource Information Systems, Inc., we believe that our production represented 4.6% of this market in 2013. During the year ended December 31, 2013, we sold 94.7% of our bleached pulp in our export markets, principally to customers in Asia and Western Europe.

Integrated manufacturers dominate the world production of unbleached softwood pulp, as opposed to non-integrated companies that sell market pulp, like us. “Market pulp” is pulp sold to manufacturers of paper products, as opposed to pulp produced by an integrated paper producer for use in its paper production facilities. With a total world production of unbleached softwood kraft pulp of 2.5 million tonnes for 2013, according to Resource Information Systems, Inc., our Company was the world’s largest single producer of unbleached softwood market pulp, with 20.1% of the total market in 2013. During the year ended December 31, 2013, 97.3% of our total unbleached market pulp sales consisted of export sales. While for the last five years Asia has been our principal export market for unbleached market pulp, we continually seek niche markets for our products in Western Europe and the United States.

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


	Year ended December 31,
	2011		2012		2013
	(in tonnes)
Bleached Pulp
North and South America		307,341		326,940		356,538
Europe		641,031		626,799		609,825
Asia		1,355,592		1,506,681		1,623,377
Other		71,374		30,325		8,379

Total		2,375,338		2,490,744		2,598,119

Unbleached Pulp
North and South America		87,700		64,583		80,518
Europe		15,930		12,196		12,149
Asia		295,370		361,090		382,390
Other		1,010		223		6,799

Total		400,010		438,091		481,856

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

Prices for bleached softwood kraft market pulp produced from radiata pine normally fluctuate depending on prevailing world prices, which historically have been cyclical. The fluctuations generally depend on worldwide demand, world production capacity, business strategies adopted by major forestry, pulp and paper producers, the availability of substitutes and the relative strength of the U.S. dollar. See “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Conditions, Results of Operations and Cash Flows—Overview” and “—Pulp Prices.”

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


	2011		2012		2013
	(U.S.$ per tonne)
Bleached Pulp
March 31		794		641		656
June 30		831		632		663
September 30		729		609		648
December 31		606		629		698

Unbleached Pulp
March 31		737		622		617
June 30		751		627		628
September 30		712		564		659
December 31		599		583		733

In accordance with customary pulp market practice, we do not have long-term sales contracts with our customers (except for in a few limited cases); rather we maintain long-standing relationships with our customers with whom we periodically reach agreements on specific volumes and prices. We have a diversified customer base located throughout the world and totaling, as of December 31, 2013, more than 424 customers. As of December 31, 2013, we employed 14 sales agents to represent us in more than 40 countries. We manage this worldwide sales network from our headquarters in Chile.

Panels

Our panel products consist of plywood and fiberboard panels. For the year ended December 31, 2013, sales of panels were U.S.$1,927.3 million, representing 37.5% of our total sales revenues.

Exports, which include sales to countries other than the countries in which the goods are produced, accounted for 26.3% of our total sales revenues of panels for the year ended December 31, 2013. We sell panels primarily to customers in North America, Europe, Brazil, Chile, Argentina and other countries in Latin America.

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

Year ended December 31,

2009

2010

2011

2012

2013

(in thousands of cubic meters)

Total Panels

2,630

3,032

3,222

3,555

5,003

As of December 31, 2013, we owned and operated four panel mills in Chile, two in Argentina, two in Brazil, six in the United States and two in Canada, with an aggregate installed annual production capacity of approximately 6,633,000 cubic meters. Two acquisitions expanded our North American manufacturing presence. In December 2011, Arauco Panels USA, one of our U.S. subsidiaries, entered into an asset purchase agreement to acquire an industrial facility in Moncure, North Carolina for U.S.$56 million plus approximately U.S.$6 million in working capital. In June 2012, we entered into a share purchase agreement to acquire five panel mills in the United States, located in Albany, Oregon; two in Bennettsville, South Carolina; Eugene, Oregon; and Malvern, Arkansas, and two panel mills in Canada, located in St. Stephen, New Brunswick and Sault Ste. Marie, Ontario for a total purchase price of U.S.$242.5 million.

On January 14, 2014, our subsidiary Flakeboard America Limited signed an asset purchase agreement with the U.S. company SierraPine, for the acquisition of three industrial mills located in the United States (particleboard mills of Martell and Springfield, and the MDF mill of Medford, situated in the states of California and Oregon), for a total purchase price of U.S.$107 million, plus a variable amount of up to U.S.$13 million in inventories. As a consequence of this operation and once such transaction is materialized, Arauco will produce, only considering Canada and the United States, the annual amount of 3.5 million cubic meters of panels, through the operation of ten mills (eight in the United States and two in Canada). This transaction will be materialized only once the conditions precedent established in the asset purchase agreement, including the approval of the acquisition by the relevant authorities, are fulfilled.

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

Chile

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

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

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

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

Argentina

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

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

Brazil

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

Pien Mill. This mill has an installed annual production capacity of approximately 720,000 cubic meters of panels distributed among two production lines with a production capacity of 420,000 cubic meters of MDF, 300,000 cubic meters of PBO and 150,000 cubic meters of melamine lamination.

U.S.A.

Duraflake Mill. This mill has an installed annual production capacity of approximately 430,000 cubic meters of PBO and 132,000 cubic meters of melamine lamination.

Bennettsville MDF Mill. This mill has an installed annual production capacity of approximately 235,000 cubic meters of MDF.

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

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

Carolina PBO Mill. This mill has an installed annual production capacity of approximately 508,000 cubic meters of PBO and 132,000 cubic meters of melamine lamination.

Moncure Mill. This facility includes MDF and HDF production lines with annual production capacity of up to 330,000 cubic meters, a PBO production line with annual production capacity of up to 270,000 cubic meters and two melamine lamination production lines of 150,000 cubic meters.

Canada

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

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

Wood Products

Our wood products consist of sawn timber (green, kiln-dried lumber and flitches) and remanufactured wood products. For the year ended December 31, 2013, revenue from sales of wood products was U.S.$829.9 million, representing 16.1% of our total sales revenues for the period.

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


	Year ended December 31,
	2009		2010		2011		2012		2013
	(in thousands of cubic meters)
Sawn timber		1,952		2,098		2,181		2,100		2,284
Remanufactured wood products		279		316		363		413		411

Aserraderos Arauco S.A. was established in 1993 to centralize management and control production in our sawmill and remanufacturing operations.

As of December 31, 2013, we had nine sawmills in operation, eight in Chile and one in Argentina, with an aggregate installed annual production capacity of approximately 2.9 million cubic meters of lumber. We operate our sawmills in coordination with our forestry and sales operations, since our sawn timber is generally produced in accordance with customer specifications. All of our sawmills are located near our pine plantations. As of December 31, 2013, we also own five remanufacturing facilities, four in Chile and one in Argentina, that reprocess sawn timber into remanufactured wood products, such as moldings, jams and pre-cut pieces that end users require for doors, furniture and door and window frames. These facilities produced 411,048 cubic meters of remanufactured wood products in 2013.

In November 2009 production at the Horcones II sawmill was suspended. However, due to favorable market conditions and in order to restore jobs in a region that was seriously affected by the earthquake that occurred in Chile on February 27, 2010, Horcones II sawmill resumed operations in June 2010 with an annual production capacity of 240,000 cubic meters.

On July 1, 2012, we commenced the process of insourcing the operation of 13 sawn timber industrial facilities, which had previously been managed by third-party companies. In the process, we incorporated 2,900 people into the Arauco workforce.

The following is a brief description of our sawmills and remanufacturing facilities and their production capacity, as of December 31, 2013.

Chile

Cholguán Sawmill and Remanufacturing Facilities 1 and 2. This sawmill has installed annual production capacity of approximately 330,000 cubic meters of lumber, as well as drying kiln facilities and two remanufacturing facilities with installed annual production capacity of approximately 70,000 cubic meters of remanufactured wood products. The Cholguán sawmill also has a special facility for making laminating beams with installed annual production capacity of approximately 11,200 cubic meters and drying facilities with installed annual production capacity of approximately 252,000 cubic meters.

Colorado Sawmill. This sawmill has installed annual production capacity of approximately 320,000 cubic meters of lumber and produces “green” sawn timber (or sawn timber that is not kiln dried) for the Chilean, Japanese and Middle Eastern markets. It also has drying facilities with installed annual production capacity of approximately 181,000 cubic meters.

El Cruce Sawmill. This sawmill has installed annual production capacity of approximately 100,000 cubic meters of lumber.

Horcones I Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 360,000 cubic meters of lumber. It also has drying kilns with installed annual production capacity of approximately 412,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 136,000 cubic meters of remanufactured wood products.

Horcones II Sawmill (reopened in 2010). This sawmill was closed in November 2009 due to unfavorable market conditions, however it resumed operations in June 2010. The annual production capacity of this mill is approximately 270,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 206,000 cubic meters.

Nueva Aldea Sawmill. This mill has installed annual production capacity of approximately 430,000 cubic meters of sawn timber and is equipped with drying kilns with installed annual production capacity of approximately 355,000 cubic meters.

Valdivia Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 340,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 345,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 84,000 cubic meters of remanufactured wood products.

Viñales Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 380,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 310,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 120,000 cubic meters of remanufactured wood products.

Argentina

Piray Sawmill and Remanufacturing Facility. This sawmill, previously known as the Misiones Sawmill, has installed annual production capacity of approximately 320,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 320,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 65,000 cubic meters of remanufactured wood products.

Forestry Products

Our forestry products are sawlogs, pulplogs, posts and chips. As a result of our forest management policies and the increasing maturity of our plantations, our plantations are yielding increasing volumes of forestry products, particularly clear wood. As the volume of clear wood has grown, we have broadened our range of forestry products. For the year ended December 31, 2013, sales of forestry products were U.S.$145.6 million, representing 2.8% of our sales revenues for such year.

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


	Year ended December 31,
	2009		2010		2011		2012		2013
	(in thousands of cubic meters)
Sawlogs		1,196		1,923		2,123		2,250		2,149
Pulplogs		309		612		443		274		395
Posts		19		24		24		22		13
Chips		293		501		398		365		5

Sustainable Development

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

As of December 31, 2013, we had registered five electricity co-generation power plants as greenhouse emission reduction project activities under the Clean Development Mechanism (CDM) of the Kyoto Protocol. Three of them were registered during 2006—Trupán, Nueva Aldea (first phase) and Nueva Aldea (second phase)—, a fourth one was registered in 2009, the Valdivia biomass power plant, and the fifth one was registered in January 2011, the Horcones power plant expansion project. Each of these power plants generates electricity through forestry biomass (meaning forestry and wood industrial sub-products, including the woodpulp by-product called “black liquor”), which is a renewable carbon-neutral fuel that allows the facilities to significantly decrease their reliance on the more fossil-fuel intensive grid electricity

In connection with the CDM, we have issued to date a total (net) amount of 2,236,073 Certificates of Emission Reductions (CERs or “carbon credits”) over the last 8 years, and we were the first Chilean forestry company to issue CERs through the CDM of the Kyoto Protocol. Of the total amount issued, we have sold 1,070,787 CERs as of the date of this annual report. The following table presents the total amount of CERs issued and sold by Arauco for each of the years indicated:


	Year ended December 31,
	2008		2009		2010		2011		2012		2013
CERs issued (net, after commission paid to United Nations Framework Convention on Climate Change)		255,592		333,067		0		0		632,197		488,475
CERs sold		255,592		333,067		0		0		0		0

During the first half of 2012, we started the Viñales biomass power plant, which is located alongside the Viñales sawmill in the Seventh Region of Chile. The plant includes a biomass-fueled power boiler with capacity to produce 210 tons of steam per hour and a 41 Megawatt co-generating steam turbine. The plant began operations on May 17, 2012, attaining its maximum production capacity of 41 Megawatts on August 29, 2012. This project was also developed as an emission reduction project initiative by Arauco. On January 27,2013, the Viñales emission reduction project activity was successfully registered as a greenhouse gas emission reduction project activity under the voluntary carbon standard: Verified Carbon Standard (VCS). It is expected that the project will issue its first VCS credits, Verified Emission reductions (VERs), during 2015.

During January 2013, the biomass cogeneration power plant associated with the Punta Pereira pulp mill facility in Uruguay was successfully registered as a CDM project activity. This was the eleventh CDM project activity to be registered in Uruguay at the project registration date. Once in operation, this project activity will generate an average of 124,000 CERs per year during the first 7-year crediting period of this project activity.

Competition

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

Pulp

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

Panels

Arauco’s principal competitors in the plywood markets are located in the United States, Finland and Russia. In some regions, Arauco also competes with hardwood plywood produced in China, Africa and other regions of the world.

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

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

Wood Products

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

Transportation, Storage and Distribution

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

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

•

Coronel. A private port located between Concepción and the Arauco Mill, which we constructed as a member of a consortium with five other companies and in which we have an equity interest of 50%. We shipped 40.69% of our aggregate export volume through this port in 2013;

•

Lirquén. A private port in Concepción in which we have an equity interest of 20.2% and through which we shipped 33.36% of our aggregate export volume during 2013; and

•

San Vicente. State-owned port near the city of Concepción through which we shipped 27.0% of our aggregate export volume during 2013.

The ports we use in Chile are approximately 60 kilometers from the Arauco Mill, 310 kilometers from the Constitución Mill, 370 kilometers from the Licancel Mill, 70 kilometers from the Nueva Aldea Mill, and 430 kilometers from the Valdivia Mill. We do not own pulp storage warehouses in any of these ports.

We ship pulp to various ports in Europe, North and South America and Asia and, as is customary in the pulp industry, we store some stock in those ports. We use 12 foreign ports that have warehouse facilities available, and standard storage terms provide that we are entitled to a certain period of storage free of charge. We seek to ensure that we do not exceed the free storage period for each shipment. As of December 31, 2013, we had approximately 35,151 air dry tonnes, or Adt, of pulp in storage in warehouses at foreign ports.

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

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

In Brazil, our efficient distribution system, which delivers finished products to almost two thousand customers in over 450 cities, many of which are separated by long distances, is a key component to our competitiveness.

In North America, products sourced from our South American operations are shipped into 15 major ports of entry and are dispatched to more than 3,500 locations in the U.S. and Canada. Flakeboard’s eight plants (including the Arauco plant in Moncure, NC which Flakeboard manages) service over 550 customers throughout North America, in addition to exporting products to the Caribbean, Central America and the Middle East.

Description of Property

Our principal properties consist of land and production plants and facilities, the majority of which are located in Chile. As of December 31, 2013, we owned 1.1 million hectares of land in Chile, of which 739 thousand hectares are forest plantations, and 519 thousand hectares of land in Argentina, Brazil and Uruguay, of which 276 thousand consist of forest plantations. In addition, as of December 31, 2013, we owned and operated various plants and facilities, including five pulp mills, five panel mills, eight sawmills and four remanufacturing facilities in Chile; one pulp mill, one sawmill, one MDF mill, one PBO mill, one chemical plant and one remanufacturing facility in Argentina; one MDF mill and one MDF-PBO mill in Brazil; two PBO mills, three MDF mills and one MDF-PBO mill in the United States; and one MDF mill and one PBO-MDF mill in Canada. Future expansion plans will depend on global market conditions.For information regarding environmental risks associated with our use of our properties, see “Item 3. Key Information—Risk Factors—Risks Relating to US and the Forestry Industry.”

Insurance

Consistent with industry practice, we maintain fire insurance coverage for all our Chilean forest holdings and nurseries but do not insure against pests or disease. Depending on the age of the trees affected, our insurance covers timber loss, either at replacement cost or commercial value. In Argentina we maintain fire insurance for 11,470 hectares of timber assets located in Delta region of the province of Buenos Aires (Zárate y Campana) and Entre Ríos (Villa Paranacito). For the rest of our Argentine operations we do not maintain fire insurance for our timber assets because we believe that the risk of damage from fire is low because Argentina receives significant amounts of rainfall, particularly during the summer months. We do not carry fire insurance for our forests in Brazil because the risk of damage from fire does not justify the costs of carrying insurance.

We also carry insurance, consistent with industry practice, covering our production plants, facilities and equipment. This insurance provides coverage, in the event of fire, explosion, machinery breakdown or natural disasters, including earthquakes and tsunamis. The insurance covers up to an amount of U.S.$650 million per loss for Chile and Argentina, which includes physical damage and business interruption of up to 12 months (or 18 months in the case of a boiler explosion in our pulp mills). The deductibles for physical damage are U.S.$3 million for damages caused by earthquakes and tsunamis, with a deductible of 2% of the insured amount for each location subject to a cap of U.S.$25 million. Deductibles for business interruption are 30 days for all losses, 45 days for machinery breakdown and 60 days for machinery breakdown of turbines. We also have an annual self-insurance retention of U.S.$20 million, with a U.S.$10 million maximum per event. All of our insurance policies covering our production plants, facilities and equipment in Chile and Argentina are carried by the RSA group, Mapfre S.A. and Ace Group.

The forestry insurance for plantations located in Chile is carried by the RSA Group and Penta Security Compañía de Seguros S.A. Our insurance policies for some plantations located in Delta del Paraná, Argentina, are carried by Sancor Seguros. Our MDF and particleboard mills in Brazil are insured by Itaú XL Seguros Corporativos and Fairfax Seguros, and these policies cover fire, explosions, electrical damage, equipment damage and loss of profit. Six of our Panel Plants (Flakeboard) in USA and Canada are insured by FM Global, and the two other (Moncure) in USA are insured by Zurich and XL. For more information regarding the risks for which we insure our property, see “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry.”

As described in more detail in “Item 3. Key Information—Risk Factors—We are located in a seismic area that exposes our property in Chile to the risk of earthquakes, and we experienced significant business disruption and losses as a result of the February 27, 2010 earthquake,” we suffered significant earthquake-related damage to property and inventories as well as a significant decrease in our sales volumes due to the February 27, 2010 earthquake in Chile. On November 15, 2011, we and the insurers accepted the final report of the insurance adjusters. In accordance with such final report, as of December 31, 2013, we received a total recovery of U.S.$532 million.

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

CAPITAL EXPENDITURES

To utilize our increasing volume of forest production, we have added to, expanded and modernized our processing facilities. For the year ending December 31, 2014, we have planned capital expenditures of U.S.$668.2 million, which principally include U.S.$328.7 million in maintenance of our existing mills, U.S.$ 226.7 million in the construction of the pulp mill of our Montes del Plata joint operation in Uruguay and U.S.$112.8 million in maintenance and acquisition of biological assets.

On January 18, 2011 Arauco and Stora Enso agreed to carry out the construction of a state of the art pulp mill with an annual guaranteed capacity of 1.3 million tons, a port and a power producing unit based on renewable sources, all located in Punta Pereira, department of Colonia, Uruguay. The total estimated investment is approximately U.S.$2.0 billion. For more information regarding the ongoing construction of the pulp mill in Uruguay, see “Item 3. Key Information—Risk Factors—Risks Relating to Uruguay—Risks relating to Uruguay—Economic conditions in Uruguay may have a direct impact on our financial condition and results of operations.”

For the year ended December 31, 2013, our aggregate capital expenditures were U.S.$864.5 million of which U.S.$352 million were from the construction of the pulp mill of our Montes del Plata joint operation in Uruguay. The capital expenditures of 2013 consisted primarily of U.S.$651.3 million in internal projects and U.S.$213.3 million in acquisition of biological assets.

For the year ended December 31, 2012, our aggregate capital expenditures were U.S.$628.6 million, consisting primarily of U.S.$506.0 million in internal projects and U.S.$122.6 million in acquisition of biological assets.

For the year ended December 31, 2011, our aggregate capital expenditures were U.S.$748.3 million, consisting primarily of U.S.$602.4 million in internal projects and U.S.$145.9 million in acquisition of biological assets.

GOVERNMENT REGULATION

Environmental Regulation

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

Chile

The Chilean legislation to which we are subject includes the Chilean Environmental Law (Ley Sobre Bases Generales del Medio Ambiente) and related regulations. The Chilean Environmental Law created the National Environmental Commission (Comisión Nacional del Medio Ambiente), or CONAMA, which includes under its organization the various Regional Environmental Commissions (the COREMAs). As discussed below, these institutions were replaced in 2010 by the Ministry of Environment, the Service of Environmental Evaluation and the Evaluation Commissions (Comisiones de Evaluación) and a new Superintendency of Environment.

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

Governmental agencies may participate in the oversight of the implementation of projects in accordance with their environmental impact studies or declarations of environmental impact. Under the Chilean Environmental Law and other regulations, affected private citizens, public agencies and local authorities can sue to enforce environmental compliance. Enforcement remedies include temporary or permanent closure of facilities and fines. The application of these environmental laws and remedies may adversely affect the manner in which we seek to implement our business strategy and our ability to realize our strategy.

On January 26, 2010, Law No. 20,417 was published in the Official Gazette. This law replaced the former CONAMA and COREMA with a new set of public institutions: the Ministry of the Environment (aimed at developing national environmental policy), the Service of Environmental Evaluation (in charge of administering the environmental assessment system), the Evaluation Commissions (in charge of evaluating projects and activities within the Environmental Impact Evaluation System), and the Superintendency of Environment (in charge of supervising and auditing environmental compliance).

On October 1, 2010, the Ministry of the Environment, the Service of Environmental Evaluation and the Evaluation Commissions began operating under their full legal authority. In addition, on June 28, 2012, Law No. 20,600 was published in the Official Gazette. This law established three environmental tribunals whose purpose is to resolve environmental conflicts. Each tribunal presides over a defined territorial jurisdiction. The Second Environmental Tribunal became operational on December 28, 2012, date upon which the provisions of Law No. 20,417 entered into full force, allowing the Superintendency of Environment to exercise its full legal powers. The Third Environmental Tribunal, which has jurisdiction to resolve environmental conflicts that occur in the Eighth through Twelfth Regions (where most of the Company’s operations are located), became operational on December 9, 2013. The Superintendency has issued numerous resolutions, instructions and requirements with respect to officials and supervised parties, including the Company. As the date of this report, the Company has been subject to certain inspections, and the Superintendency has issued several information requests to the Company.

We recently faced, and continue to face, certain environmental proceedings in connection with certain of our mills. For a description of these proceedings, see “Item 8. Financial Information Legal Proceedings.”

Argentina

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

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

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

Brazil

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

•

fines,

•

partial or total suspension of activities,

•

forfeiture or restriction of tax incentives or benefits, or

•

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

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

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

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

Uruguay

The activities of the Montes del Plata joint operation in Uruguay are subject to Uruguayan national and municipal environmental regulations. The principal environmental authorization required to carry out such project’s current activities is the environmental authorization, or AAP, regulated by the Environmental Impact Assessment Act, Law Nº 16.466, and its regulatory decree Nº 349/005. The AAP is granted by the National Environmental Bureau, or DINAMA, which pertains to Ministry of Housing, Land Use Management and Environment, or MVOTMA. In order to obtain this authorization, an applicant must submit a complete report regarding all aspects of the proposed works including a classification of the same by a competent professional in one of the three categories, A, B or C. If the proposed project is classified as B or C, a comprehensive environmental impact assessment (which includes all aspects of the project, including water and noise, among others) is required and in some cases a public hearing may be required. Once the AAP is granted, the interested party is required to perform the project in accordance with the terms and conditions of such authorization.

For certain activities (including construction of an industrial plant) listed in Article 2 of Decree 349/005, a Viability Location Report, or “VAL”, is required. This report must include a notification to the municipal government where the project is to be located (“Intendencia”) and the delivery of information similar to that required for the AAP. This process contemplates a period for the public of summary information that is available. The Intendencia involved in any such project may submit its findings to the DINAMA for consideration. The VAL, if needed, must be obtained prior to the AAP. The relevant companies that comprise our Montes del Plata joint operation have already obtained the AAP and the VAL. We believe that the Montes del Plata project is currently in material compliance with applicable local and national environmental regulations in Uruguay.

United States and Canada

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

•

fines,

•

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

•

loss of operating permits,

•

required installation of pollution control equipment, or

•

remedial actions.

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

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

Forestry, Land-Use and Land Ownership Regulations

Chile

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

Law No. 20,283, published in the Official Gazette on July 30, 2008, provides for the management and conservation of native tree forests and forest development. Its purposes are the protection, recovery and improvement of native forests in order to guarantee both forest sustainability and environmental policy. This law established a fund for the conservation and sustainable management of native forests. According to this law, owners of native forests are able to exploit them so long as they have a “management plan” approved by the CONAF. Depending on the owner’s approved plan, as well as other factors, the subsidy provided by the fund may vary between U.S.$200 and U.S.$400 per hectare. The law also prohibits the harvesting of native trees in certain areas and under certain conditions. In compliance with applicable regulations, we have adopted environmentally sensitive policies towards our holdings of native forests, which are protected and preserved in their entirety. Our products come from established plantations only; we do not sell any wood derived from our native forests. Arauco’s forestry operations adhere to our international control systems, which are all in accordance with current legislative and environmental sustainability standards. We believe that we are in material compliance with Law No. 20,283. See “Item 4. Description of Business—Forestry Activity.”

Argentina

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

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

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

Brazil

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

There are currently certain Brazilian legal restrictions on the acquisition of rural properties by foreign companies or by Brazilian companies controlled by foreign persons. Those restrictions are contained in Federal Law No. 5,709/1971 and in the Opinion issued by the Office of the General Counsel to the Federal Government in August, 2010.

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

Uruguay

The management and exploitation of forests in Uruguay is regulated primarily by Law 15,939, which has declared forestry activity as an area of national interest. This law classifies forests into three categories: protectors, yield and general, and provides certain tax and financial benefits related to forests classified as protectors and yield. In order to obtain such classification, interested parties have to submit a forestry plan report before the General Forestry Bureau. This law also establishes certain conservation restrictions and controls for each category of forest.

Additionally, forest activity is subject to environmental and soil care regulations. According to Law 16.466 and decree 349/005, plantations of more than 100 hectares need prior environmental authorization. Law Nº 15.239 also provides certain measures that must be adopted to reduce erosion and degradation of the soil or to restore soil when necessary.

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

Item 5. Operating and Financial Review and Prospects

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS

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

Overview

We derive our sales revenue from the sale of bleached and unbleached pulp, panels such as plywood, MDF, PBO and HB, wood products such as sawn timber and remanufactured wood products, forestry products such as sawlogs and pulplogs and sales of electricity to the grid. Export sales constituted 66.1% of our total sales revenue for the year ended December 31, 2012, and 59.9% of our total sales revenue for the year ended December 31, 2013. Sales of pulp constitute the single largest component of our sales revenue. As with many commodities, pulp is subject to significant cyclical price fluctuations determined by global supply and demand. Accordingly, our sales revenue is subject to cyclical fluctuations. World prices for panels, wood products and forestry products, which are generally viewed as commodities, also fluctuate significantly. Although prices tend to have the most significant effect on our results of operations, sales volume and product mix, production costs and exchange rate fluctuations also can have a substantial impact on our results.

Our business, results of operations and cash flows depend, to a large extent, on the level of economic activity, on government and foreign exchange policies and on political and economic developments in our principal export markets. In 2013, we exported our products to Asia, to North, Central and South America, to Europe and, to a lesser extent, to Africa and the Middle East. In 2012 and 2013, 93.3% and 92.8%, respectively, of our total pulp sales were attributable to exports, and 49.0% and 41.3%, respectively, of our total panels, wood products and forestry product sales were attributable to exports. Our business, earnings and prospects may be materially and adversely affected by developments in these export markets with respect to inflation, interest rates, currency fluctuations, protectionism, government subsidies, price and wage controls, exchange control regulations, taxation, expropriation or social instability, as well as by political, economic or diplomatic developments.

As of December 31, 2013, 64.7% of our property, plant, equipment and forest assets were directly owned by the Company and our Chilean subsidiaries, 9.9% by our Argentinean subsidiaries, 8.5% by our Brazilian subsidiaries,2.6% by our U.S. and Canadian subsidiaries and 14.3% by our joint operation in Uruguay. In 2013, 64.8% of our consolidated sales revenue was derived from our operations in Chile, 10.9% of our consolidated sales revenue was derived from our operations in Argentina, 9.0% of our consolidated sales revenue was derived from our operations in Brazil, 14.9% of our consolidated sales revenue was derived from our operations in the United States and Canada and 0.4% of our revenue was derived from our operations in Uruguay. Accordingly, our financial condition, results of operations and cash flows depend, to a significant degree, upon economic conditions in Chile, Argentina, Brazil, the United States and Canada.

Effects of February 27, 2010 Earthquake in Chile

On February 27, 2010, an earthquake measured at a magnitude of 8.8 on the Richter scale, followed by a tsunami, occurred off the coast of the South-Central Region of Chile, an area where we maintain a substantial portion of our industrial operations in Chile. Immediately after the earthquake, all of our production units applied their contingency plans which involved shutting down operations and evaluating the damage caused to each facility by the earthquake. Our operations that had been affected by the earthquake and tsunami reopened gradually in connection with our repair efforts and the improvement of external factors, such as infrastructure conditions, road connectivity, power supply and public safety concerns. As of December 31, 2013, all of our operations have reopened and were operating at full operational capacity except for our Mutrún Sawmill, which was destroyed and will not be reopened. The Mutrún sawmill represented approximately 6% of our sawn timber production capacity in Chile.

The following table sets forth the number of days that each of our facilities in Chile was closed due to the earthquake in Chile.


Plant	Number of days closed		Production capacity as of February 27, 2010
			(in thousands of tonnes)
Pulp
Arauco I		58		290,000
Arauco II		339		500,000
Constitución		85		355,000
Licancel		58		140,000
Valdivia		22		550,000
Nueva Aldea (BKP)		51		513,500
Nueva Aldea (EKP)		58		513,500

			(in thousands of cubic meters)
Panels
Arauco (Plywood)		45		110,000
Trupán (HB)		13		59,000
Trupán (MDF)		14		168,000
Trupán (MDF2)		34		308,000
Nueva Aldea (Plywood)		16		405,000

			(in thousands of cubic meters)
Sawmills
Valdivia (Remanufacturing)		1		72,000
El Colorado		12		320,000
Horcones I		27		360,000
Horcones (Remanufacturing)		25		136,000
Cholguán		13		330,000
Cholguán (Remanufacturing)		12		70,000
El Cruce		9		85,000
Viñales		10		360,000
Viñales (Remanufacturing)		9		120,000
Nueva Aldea		2		430,000

The suspension of our operations in Chile resulted in significant asset impairment charges due to earthquake-related damage to property and inventories as well as a significant decrease in our sales volumes due to plant closures, which had an adverse effect on our results of operations and cash flows. Our insurance policies in Chile and Argentina provided coverage for damages to our property, plant, equipment and inventories and for business interruption caused by such damages up to an aggregate amount of U.S.$650 million, with a deductible of U.S.$3 million for property damage and a deductible of 21 days for business interruption. On November 15, 2011, we and the insurers accepted the final report of the insurance adjusters. In accordance with such final report, as of December 31, 2012, we received a total recovery of U.S.$532.0 million. See “Item 4. Information on the Company—Description of our Business—Insurance.”

Effects of January 2012 Wildfires

Commencing on December 31, 2011, wildfires, exacerbated by high temperatures and strong winds, broke out in the Eighth Region of Chile. As a result, the fires destroyed our Nueva Aldea plywood mill and approximately 8,200 hectares of our forest plantations. The affected forest plantations represented approximately 0.8% of our total forest plantations. Our Nueva Aldea plywood mill, which represented a cash investment of approximately U.S.$110 million, had an annual production capacity of 450,000 cubic meters, representing approximately 14.2% of our total panel production capacity at that time. Although the plywood mill at Nueva Aldea and our forest plantations were insured, our insurance was subject to deductibles and caps, including a 15-day deductible relating to our business interruption insurance for the Nueva Aldea plywood mill. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our business, financial condition, results of operations and cash flows.”

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

Chile

The Chilean GDP increased by 4.1% in real terms during 2013, compared to a growth rate of 5.6% in 2012 and 5.9% in 2011. See “Item 3. Key Information—Risk factors—Risks relating to Chile.”

Argentina

In 2011, Argentina’s GDP growth rose to 8.9%, and in 2012 and 2013 it grew at rates of 1.9% and 3.0%, respectively. In 2011, the Argentine peso depreciated against the dollar by 8.3% and in 2012 and 2013 the AR$depreciated against the dollar by 14.3% and 32.6%, respectively. The future economic, social and political developments in Argentina, over which we have no control, could impair our and Alto Paraná’s business, financial condition or results of operations. See “Item 3. Key Information—Risk factors—Risks relating to Argentina.”

Brazil

Brazil’s GDP increased by 2.3% in real terms during 2013, compared to growth rates of 0.9% in 2012 and 2.7% in 2011. In 2011, the real depreciated against the dollar by 13.6% and in 2012 and 2013 the real depreciated against the dollar by 9.6% and 15.1%, respectively. See “Item 3. Key Information—Risk factors—Risks relating to Brazil.”

Uruguay

Uruguay GDP increased by 4.4% in real terms during 2013, compared to growth rates of 3.7% in 2012 and 5.7% in 2011. In 2011 the Uruguayan peso depreciated against the dollar by 0.3%, in 2012 the Uruguayan peso appreciated against the dollar by 3.9% and in 2013 the Uruguayan peso depreciated against the dollar by 21.1%. See “Item 3. Key Information—Risk factors—Risks Relating to Uruguay.”

United States

The United States GDP increased by 1.9% in real terms during 2013, compared to growth rates of 2.8% in 2012 and 1.8% in 2011. See “Item 3. Key Information—Risk factors—Risks Relating to the United States.”

Canada

Canada’s GDP increased by 2.0% in real terms during 2013, compared to a growth rates of 1.7% in 2012 and 5.5% in 2011. In 2011, the Canadian dollar depreciated against the U.S. dollar by 2.5%, in 2012 the Canadian dollar appreciated against the U.S. dollar by 2.5% and in 2013 the Canadian dollar depreciated against the U.S. dollar by 7.1%. See “Item 3. Key Information—Risk factors—Risks relating to Canada.”

Exchange Rate Fluctuations

The Chilean peso has been subject to devaluation in the past and could be subject to significant fluctuations in the future. During 2013, the value of the Chilean peso relative to the U.S. dollar decreased 9.7% in nominal terms and 6.7% in real terms, based on the observed exchange rates on December 31, 2012 and December 31, 2013. The observed exchange rate on April 28, 2014, as published in the Official Gazzette on April 29, 2014, was Ch$559.50 to U.S.$1.00. For information regarding historical rates of exchange in Chile from January 1, 2009, see “Item 3. Key Information—Exchange Rates.”

Prices

We generally price our exports in U.S. dollars, whereas our domestic sales in Chile are priced in Chilean pesos; domestic sales in Brazil are priced in reals and domestic sales in Argentina are priced in Argentine pesos except for pulp sales, which are priced in U.S. dollars. To the extent that the Chilean peso depreciates against the U.S. dollar, our domestic sales revenues may be adversely affected when expressed in U.S. dollars. The same effects may occur for our domestic sales in Argentina and Brazil for products sold in each of the respective local currencies. The effect of exchange rate fluctuations is partially offset by the fact that certain of our operating expenses are denominated in U.S. dollars (such as our freight costs and selling expenses in the form of commissions paid to our sales agents abroad) and a significant part of our indebtedness is denominated in U.S. dollars. As of December 31, 2013, our U.S. dollar-denominated indebtedness was U.S.$3,913 million. In addition, as the U.S. dollar appreciates against the local currency in any of our export markets, we must from time to time price our sales in that local currency to compete effectively.

During the last quarter of 2008, the prices of our products decreased substantially as a result of the global financial crisis. Prices began to show a slight recovery during the second quarter of 2009. The recovery in the pulp market was confirmed during the fourth quarter of 2009 and the year 2010, during which time pulp prices grew strongly, reaching near pre-crisis levels and continued at high levels during the first half of 2011. In the second half of 2011, pulp prices started to decline, reaching their lowest point at the end of the year. During the first half of 2012, pulp prices increased slightly, remaining generally stable during the second half of 2012. During 2013 pulp prices increased. For additional discussion regarding recent movements in the price of pulp, see “Item 5. Operating and Financial Review and Prospects—Trend Information.”

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

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

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


	Year ended December 31,⁽¹⁾
Product⁽²⁾	2011		2012		2013
	(U.S.$ per tonne)⁽³⁾
Pulp
Bleached pulp		740.8		630.2		649.0
Unbleached pulp		753.4		654.4		713.7

	(U.S.$ per cubic meter)⁽³⁾

Wood Products
Sawn timber		241.6		257.8		256.0
Remanufactured wood products		545.9		544.2		596.7
Panels
Plywood and fiberboard panels		395.2		371.9		374.0
Forestry Products
Sawlogs		35.4		38.3		41.6
Pulplogs		93.6		105.8		72.8

⁽¹⁾	Calculated as average unit prices for the year based on our internally collected data.

⁽²⁾	Each category of product contains different grades and types and the shipping terms vary with the product, as well as the customer.

⁽³⁾	We generally quote our prices in U.S. dollars for export sales and in Chilean pesos, Argentine pesos or Brazilian reals for domestic sales.

Pulp Prices

Overview

Historically, world pulp prices have been subject to significant fluctuations over relatively short periods of time. Pulp prices mainly depend on worldwide demand, world production capacity, worldwide pulp and paper inventory levels and availability of substitutes, and in general terms, are directly related to global economic growth. All of these factors are beyond our control.

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

Prices for unbleached softwood market pulp also follow cyclical patterns related to worldwide demand, stock levels and supply. Unbleached softwood market pulp represents about 3.9% of the total wood pulp market. The majority of such pulp is sold in Asia, and its price does not necessarily follow the cycle of prices for NBSK or Bleached Eucalyptus Kraft Pulp (“BEKP”).

During 2013, annual average pulp prices for all grades increased with respect to 2012, which was mainly explained by stronger demand in Asia. For additional discussion regarding recent movements in the price of pulp, see “Item 5. Operating and Financial Review and Prospects—Trend Information.”

Price of NBSK

The market price of U.S.$798.77 per ton recorded as of December 31, 2009 represented an increase of 24.5% as compared to December 31, 2008. The market price for NBSK was U.S.$948.92 per ton as of December 31, 2010, an 18.8% increase as compared to December 31, 2009. The market price for NBSK was U.S.$833.71 per ton as of December 31, 2011, a 12.1% decrease as compared to December 31, 2010. The market price for NBSK was U.S.$809.6 per ton as of December 31, 2012, a 2.9% decrease as compared to December 31, 2011. The market price for NBSK was U.S.$906.48 as of December 31, 2013, a 12.0% increase as compared to December 31, 2012.

Price of BEKP

The market price for BEKP as of December 31, 2009 reached U.S.$700.00, which represented a 19.8% increase of over the price as of December 31, 2008. The market price for BEKP was U.S.$849.21 per ton as of December 31, 2010, a 21.3% increase as compared to December 31, 2009. The market price for BEKP was U.S.$651.86 per ton as of December 31, 2011, a 23.2% decrease as compared to December 31, 2010. The market price for BEKP was U.S.$775.94 per ton as of December 31, 2012, a 19% increase as compared to December 31, 2011. As of December 31, 2013, the market price for BEKP was U.S.$769.3, which represented a 0.8% decrease as compared to December 31, 2012.

Price of UKP

The market price for UKP as of December 31, 2009 was U.S.$603.65 per tonne, which represented a 32.4% increase over the price as of December 31, 2008. The market price for UKP was U.S.$751.85 per tonne as of December 31, 2010, a 24.6% increase as compared to December 31, 2009. The market price for UKP was U.S.$603.65 per tonne as of December 31, 2011, a 18.9% decrease as compared to December 31, 2010. The market price for UKP was U.S.$600.3 per tonne as of December 31, 2012, a 1.6% decrease as compared to December 31, 2011 The market price for unbleached kraftwood pulp, or UKP, as of December 31, 2013 was U.S.$721.5, per tonne which represented an increase of 23.8% as compared to December 31, 2012.

Forestry, Wood Product and Panels Prices

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

The fiscal year 2009 was challenging for the panels business due to low demand and a weak dollar resulting from the global financial crisis. However, Arauco was able to sell all panels production without any plant shutdown despite the decline in demand. This was due to Arauco’s geographic diversification, with sales in over forty countries, and to Arauco’s broad product portfolio.

During 2010, average sales prices in our wood products segment increased as compared with 2009, mainly due to higher average sales prices of green sawn timber in the Asian market and remanufactured products in United States. Regarding our panel segment, in 2010 our sales in U.S. dollars increased by 33.5%, representing an increase of 15.3% in our average sales as compared to 2009. Average sales prices of plywood, which was the most negatively impacted product line in terms of margin erosion during 2009, increased during 2010, especially in Latin America, Europe and United States. Average sales prices of MDF, HB and MDF moldings also increased during 2010.

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

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

During 2013, the average prices of our wood products segment increased 1.0%. The average price of panels increased 0.5%. Prices for our panel, forestry and wood products may decline in the future. Our results of operations may be materially adversely affected if the prices of our products were to decline from current levels.

Costs

Our major costs of sales are the following:

•

the cost of timber,

•

costs related to harvesting (forestry works),

•

maintenance costs,

•

chemical costs,

•

the cost of sawmill processing,

•

depreciation, and

•

energy and fuel costs.

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

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

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

During 2009, cost of sales decreased by 7.7% as a result of lower sawn timber sales volume as well as lower unit costs of wood, chemicals and energy, reflecting Arauco’s stringent cost management and favorable market conditions for raw materials.

Cost of sales increased 5.8% during 2010, mainly due to higher cost of sales of our forestry operations and an increase in other raw materials and indirect costs, partially offset by lower maintenance costs.

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

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

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

Critical Accounting Policies

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

Property, Plant and Equipment

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

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

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

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

Fair Value of Financial Instruments

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

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

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

Biological Assets

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

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

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

Lawsuits and Contingencies

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

Results of Operations

The following table provides a breakdown of our financial results of operations and sales volumes as of and for the years ended December 31, 2011, 2012 and 2013. Both the table and the discussion that follows are based on and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, as of December 31, 2011, 2012 and 2013 included elsewhere herein. The audited consolidated financial statements included herein are prepared in U.S. dollars and in accordance with IFRS.


	For the year ended December 31,
	2011								2012								2013
	Sales			%			Volume		Sales			%			Volume		Sales			%			Volume
	(in millions of U.S.$, except where indicated)
Revenue
Pulp
Bleached pulp(1)	U.S.$	1,759.5			40.2	%		2,375	U.S.$	1,569.8			36.7	%		2,490.7	U.S.$	1,686.3			32.8	%		2,598.1
Unbleached pulp(1)		301.4			6.9			400		286.7			6.7			438.1		343.9			6.7			481.9

Total		2,060.8			47.1			2,775.0		1,856.5			43.4			2,928.8		2,030.2			39.5			3,080.0
Panels
Plywood and Fiberboard panels		1,273.2			29.1			3,222		1,319.8			30.8			3,548.6		1,927.0			37.4			5,152.1
Other		0.5			0.0					0.7			0.0			6.9		0.3			0.0			11.1
Total		1,273.7			29.1			3,222		1,320.5			30.8			3,555.5		1,927.3			37.5			5,163.2
Wood Products
Sawn timber(2)		526.8			12.0			2,181		541.2			12.6			2,099.5		584.7			11.4			2,283.8
Remanufactured wood products(2)		198.3			4.5			363		224.5			5.2			412,5		245.3			4,8			411.0

Other		6.5			0.1					0.6			0.0			0.1		0.0			0.0			0.1

Total		731.6			16.7			2,544		766.2			17.9			2,512.1		829.9			16.1			2,694.9
Forestry Products
Sawlogs (net)(2)		75.2			1.7			2,123		86.1			2.0			2,250.1		89.4			1.7			2,148.6
Pulplogs(2)		41.5			0.9			443		29.0			0.7			274.2		28.8			0.6			395.3
Chips		28.5			0.7			398		25.4			0.6			365.1		21.2			0,4			304.8
Other		12.3			0.3			39		19.0			0.2			71.8		6.2			0,1			18.3

Total		157.5			3.6			3,003		159.5			3.5			2,961.2		145.6			2.8			2,867.0
Energy		98.2			2.2					136.7			3.2					146.3			2.8
Other		52.6			1.2					50.5			1.2					66.2			1.3

Total revenue		4,374.5			100.0	%				4,298.7			100	%				5,145.5			100.0	%
Cost of sales
Timber		(639.6	)							(816.4	)							(869.0	)
Forestry labor costs		(588.8	)							(589.0	)							(631.7	)
Maintenance costs		(211.7	)							(220.5	)							(210.0	)
Chemical costs		(334.5	)							(381.2	)							(485.8	)
Depreciation		(217.0	)							(236.7	)							(271-7	)
Other costs of sales		(890.9	)							(874.7	)							(1,088.9	)

Total cost of sales		(2,882.5	)							(3,163.4	)							(3,557.2	)
Gross profit		1,492.0			34.1	%				1,135.2			26.4	%				1,588.3			30.9	%
Other income		475.0								408.3								385.1
Distribution costs		(477.6	)							(452.8	)							(523.6	)
Administrative expenses		(415.5	)							(479.6	)							(544,7	)
Other expenses		(90.3	)							(105.3	)							(136.8	)
Other income (loss)		0.0								16.1								0
Finance income		24.6								23.5								19.1
Finance costs		(196.4	)							(236.7	)							(232.8	)
Share of profit (loss) of associates and joint ventures accounted for using equity method		(11.9	)							18.9								6.3
Exchange rate differences		(26.6	)							(17.2	)							(11.8	)

Income before income tax		773.3								310.3								548.9
Income tax		(152.5	)							(166.8	)							(130.4	)
Net income		620.8								143.5								418.6

(1)	Volumes measured in thousands of tonnes.

(2)	Volumes measured in thousands of cubic meters.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2013

Revenue

Revenue increased 19.7% from U.S.$4.280 million in 2012 to U.S.$5.146 million in 2013, primarily as a result of:

•

a 46.0% or U.S.$606.8 million increase in revenue from panels;

•

a 9.4% or U.S.$ 173.7 million increase in revenue from pulp;

•

an 8.3% or U.S.$63.7 million increase in revenue from wood products; partially offset by

•

an 8.7% or U.S.$13.9 million decrease in revenue from forestry products.

Pulp

Revenue from bleached and unbleached pulp increased 9.4% from U.S.$1,856.5 million in 2012 to U.S.$2,030.2 million in 2013, reflecting a 4.0% increase in average prices, and a 5.2% increase in sales volume. Sales of bleached pulp increased 7.4% due to a 3.0% increase in average prices and a 4.3% increase in sales volume. Our increase in sales volume partially reflects higher production rates from our pulp mills, which in 2013 produced 3.08 million Adt compared to 2.97 million Adt in 2012. Also, during 2013 we experienced higher demand, mostly from Asia, which resulted in price increases in both hardwood pulp and softwood pulp. Revenue from unbleached pulp increased 20.0% due to a 9.1% increase in average prices and a 10.0% increase in sales volume.

Panels

Revenue from panels increased 46.0% from U.S.$1,320.5 million in 2012 to U.S.$1,927.3 million in 2013. This increase in revenues was primarily due to a 45.2% increase in sales volume and a 0.5% increase in average prices. In 2013, we had a full year of operations with Flakeboard, the Moncure mill, the new Jaguariaiva MDF line and the new Teno MDP mill, which explains the higher volume produced and sold as compared to 2012. Along with these new operations, the improvement of the U.S. construction market during 2013 allowed us to increase volume sales and average prices.

Wood products

Revenue from sawn timber and remanufactured wood products increased 8.3% from U.S.$766.2 million in 2012 to U.S.$829.9 million in 2013, primarily as a result of a 1.0% increase in average prices, and a 7.3% increase in sales volume. Sawn timber sales revenue increased 8.0% from U.S.$541.2 million to U.S.$584.7 million due to a 8.8% increase in sales volume, partially offset by a 0.7% decrease in average prices. Remanufactured products sales revenue increased 9.3% from U.S.$224.5 million in 2012 to U.S.$245.3 million due to a 9.6% increase in average prices, partially offset by a 0.4% decrease in sales volume. The North American markets in particular experienced strong demand for value-added wood products, in line with a higher number of housing starts in 2013 as compared to those of the past three years.

Forestry products

Revenue from forestry products decreased 8.7% from U.S.$159.5 million in 2012 to U.S.$145.6 million in 2013. This decrease was primarily the result of a 16.5% decrease in the sales revenue of chips, partially offset by a 3.9% increase in the sales revenue of sawlogs.

Other revenue

Revenue from other sources, consisting principally of sales of energy and chemicals, increased 19.7% from U.S.$196.0 million in 2012 to U.S.$212.5 million in 2013. This was primarily the result of a U.S.$9.6 million increase in our energy sales and U.S.$5.9 million in our sale of chemicals.

Cost of sales

Cost of sales increased 12.4% from U.S.$3,163.4 million in 2012 to U.S.$3,557.2 million in 2013, primarily as a result of an increase in the sales volumes of our panels, pulp and wood products business segments by 45.2%, 5.2% and 7.3%, respectively. In particular, as compared to 2012, the cost of chemicals increased by 27%, or U.S.$104.6 million and the cost of labor increased 54% or U.S.$104.6 million, is in each case, mainly explained by having a full year with our North American operations and the new MDF Jaguariaiva line. The cost of other raw materials increased 54% or U.S.$71.6 million and the cost of energy and other fuels increased 45% or U.S.$62.3 million. We have also experienced a decrease in unit costs of pulp. In particular, our cost of sales per ton of BKPR and EKPR decreased 4.7% and 6.0%, respectively, and our cost of sales per ton of UKPR increased 1.0%, as compared to 2012.

As a percent of total revenues, our gross profit increased from 26.4% in 2012 to 30.9% in 2013, primarily as a result of a 19.7% increase in sales revenue and was partially offset by a 12.4% increase in cost of sales.

Other income

Other income decreased 5.7% from U.S.$408.3million in 2012 to U.S.$385.1 million in 2013, mainly as a result of lower net proceeds from insurance payments. In 2012, we recorded a gain of U.S.$89.0 million in insurance payments mainly related to the Nueva Aldea fire in January 2012 and the turbo generator stoppage in the Valdivia mill. These decreases in other income were partially offset by a gain of U.S.$44.3 million from proceeds from sales of land assets in 2013.

Distribution costs

Distribution costs increased 15.6% from U.S.$452.8 million in 2012 to U.S.$523.6 million in 2013, primarily due to a 15.8% or U.S.$66.8 million increase in shipping and freight total costs. This is explained by higher sales volume of our panels, pulp and wood products business segments by 45.2%, 5.2% and 7.3%, respectively. As a percentage of revenues, distribution costs remained stable, with a small decrease from 10.5% to 10.2% in 2013.

Administrative expenses

Administrative expenses increased 13.6% from U.S.$479.6 million in 2012 to U.S.$544.7 million in 2013, primarily as a result of an increase in wages and salaries, other administrative expenses, depreciations and amortization and property taxes of U.S.$19.9 million, U.S.$14.8 million, U.S.$11.2 million and U.S.$10.1 million respectively. As a percentage of revenues, administrative expenses decreased from 11.2% in 2012 to 10.6% in 2013.

Finance costs

Finance costs decreased 1.6% from U.S.$236.7 million in 2012 to U.S.$232.8 million in 2013. This decrease was mainly due to the absence in 2013 of the one-time charge of U.S.$22.1 million recorded in 2012 for the refinancing of our debt prepayment accounting charges incurred by Flakeboard, a decrease of U.S.$10.4 million of expenses in other financial instruments, mainly forwards and swaps. This was partially offset by an increase of U.S.$28.3 million in interest expense.

Exchange rate differences

We recorded a 31.6% decrease in exchange rate difference losses from U.S.$17.2 million in 2012 to U.S.$11.8 million in 2013, primarily as a result of accounts payable and financial debt denominated in Argentine pesos, the aggregate value of which depreciated during 2013 by U.S.$50.7 million as compared to 2012, and partially offset by a loss in value in other current assets denominated in Argentine pesos, which decreased in value by U.S.$23.4 million from 2012 to 2013. The Argentine peso suffered a devaluation in 2013, starting the year at AR$4.9225 per U.S. dollar, and ending at AR$6.5177 per U.S. dollar. See “Item5. Operating and Financial Review and Prospects—Economic Indicators in Chile, Argentina, Brazil, Uruguay, the United States and Canada—Argentina.”

Income tax

We recorded an income tax expense of U.S.$166.8 million in 2012 compared to U.S.$130.4 million in 2013. This decrease is mainly explained by a one-time charge in 2012 of approximately U.S.$124.4 million explained by a net increase in deferred tax liabilities as a consequence of Law No. 20,630, which was published on September 27, 2012. Among various changes to the Chilean tax code, the application of this law increased the corporate tax rate for Chilean corporations to 20% from 17%, effective for taxes payable during fiscal year 2013, including income earned during 2012.

Net income

Net income in 2013 increased 191.6% from U.S.$143.5 million in 2012 to U.S.$418.6 million in 2013, primarily as a result of a 19.7% increase in our revenue, the absence during 2013 of a one-time charge in income tax expense of U.S.$124.4 million incurred in 2012, partially offset by a 12.4% increase in our cost of sales, a 13.6% increase in our administrative expenses and distribution costs, a decrease in net proceeds from insurance payments from U.S.$89.0 million in 2012 to U.S.$1.3 million in 2013, in each case, as discussed above.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2012

Revenue

Revenue decreased 2.2% from U.S.$4,374 million in 2011 to U.S.$4,299 million in 2012, primarily as a result of:

•

a 9.9% decrease in revenue from pulp; partially offset by

•

a 4.7% increase in revenue from wood products;

•

a 3.7% increase in revenue from panels; and

•

a 1.3% increase in revenue from forestry products.

Pulp

Revenue from bleached and unbleached pulp decreased 9.9% from U.S.$2,060.8 million in 2011 to U.S.$1,856.5 million in 2012, reflecting a 14.6% decrease in average prices, partially offset by a 5.5% increase in sales volume. Sales of bleached pulp decreased 10.8% due to a 14.9% decrease in average prices, partially offset by a 4.9% increase in sales volume. Revenue from unbleached pulp decreased 4.9% due to a 13.1% decrease in average prices, partially offset by a 9.5% increase in sales volume.

Panels

Revenue from panels increased 3.7% from U.S.$1,273.7 million in 2011 to U.S.$1,320.5 million in 2012. This increase in revenues was primarily due to a 10.4% increase in sales volume, partially offset by a 6.1% decrease in average prices. During 2012, we experienced an increase in sales volume due to the acquisition of the Moncure mill and Flakeboard.

Wood products

Revenue from sawn timber and remanufactured wood products increased 4.7% from U.S.$731.6 million in 2011 to U.S.$766.2 million in 2012, primarily as a result of a 6.1% increase in average prices, partially offset by a 1.2% decrease in sales volume. Sawn timber sales revenue increased 2.7% from U.S.$526.8 million to U.S.$541.2 million due to a 6.7% increase in average prices, partially offset by a a 3.7% decrease in sales volume.

Remanufactured products sales revenue increased 13.2% from U.S.$198.3 million to U.S.$224.5 million due to a 13.6% increase in sales volume, partially offset by a 0.3% decrease in average prices. The North American markets in particular experienced a strong demand for value-added wood products.

Forestry products

Revenue from forestry products increased 1.3% from U.S.$157.5 million in 2011 to U.S.$159.5 million in 2012. This increase was primarily the result of a 14.5% increase in the sales revenue of sawlogs, partially offset by a 30.0% decrease in the sales revenue of pulplogs.

Other revenue

Revenue from other sources, consisting principally of sales of energy and chemicals, increased 24.1% from U.S.$150.9 million in 2011 to U.S.$187.2 million in 2012. This was primarily the result of a U.S.$38.5 million increase in our energy sales.

Cost of sales

Cost of sales increased 9.7% from U.S.$2,882.5 million in 2011 to U.S.$3,163.4 million in 2012, primarily as a result of an increase in the sales volumes of our pulp and panels business segments and an increase in unit costs of our forestry and wood products. In particular, as compared to 2011 the cost of timber increased by 34.7%, or U.S.$221.8 million and our chemical costs increased by 13.9% or U.S.$46.6 million. We have also experienced an increase in costs in our pulp business. In particular, our cost of sales per ton of BKPR and EKPR increased 9.3% and 7.2%, respectively, and our cost of sales per ton of UKPR increased 19.1%, as compared to 2011.

Gross profit

Our gross profit decreased from 34.1% for 2011 to 26.4% for 2012, primarily as a result of a 9.7% increase in cost of sales, and a 2.2% decrease in sales revenue.

Other income

Other income decreased 14.0% from U.S.$475.0 million in 2011 to U.S.$408.3 million in 2012, mainly as a result of lower net proceeds from insurance payments. In 2011 we recorded a gain of U.S.$194.0 million due to the insurance payments related to the February 2010 earthquake. In 2012 we recorded a gain of U.S.$89.0 million in insurance payments mainly related to the Nueva Aldea fire in January 2012 and the turbo generator stoppage in the Valdivia mill. The decrease in other income was partially offset by a net increase of U.S.$20.1 million in gains of land real estate assets in 2012.

Distribution costs

Distribution costs decreased 5.2% from U.S.$477.6 million in 2011 to U.S.$452.8 million in 2012, primarily due to a 3.6% or U.S.$15.7 million decrease in shipping and freight total costs and partially offset by a 5.5% increase in volume sales of pulp and a 10.4% increase in volume sales of panels. As a percentage of revenue, distribution costs decreased from 10.9% to 10.6% in 2012.

Administrative expenses

Administrative expenses increased 15.4% from U.S.$415.5 million in 2011 to U.S.$479.6 million in 2012, primarily as a result of an increase in wages and salaries, insurance and other administrative expenses of U.S.$34.1 million, U.S.$13.9 million and U.S.$25.4 million respectively. This increase is mainly attributable to an increase in our rate of hiring. As a percentage of revenue, administrative expenses increased from 9.5% in 2011 to 11.1% in 2012.

Finance costs

Finance costs increased 20.5% from U.S.$196.4 million in 2011 to U.S.$236.7 million in 2012. This increase was mainly due to prepayment accounting charges of U.S.$22.1 million incurred by Flakeboard and an increase of interest expenses of U.S.$9.9 million related to our other financial instruments, mainly forwards and swaps.

Exchange rate differences

We recorded a 35.3% decrease in exchange rate difference losses from U.S.$26.6 million in 2011 to U.S.$17.2 million in 2012, primarily as a result of foreign exchange losses attributable to money market investments, deposits and accounts receivables denominated in currencies which appreciated against the U.S. dollar, partially offset by payables liabilities denominated in currencies that appreciated against the U.S. dollar, including the Chilean peso, real and euro, among others.

Income tax

We recorded an income tax expense of U.S.$152.5 million in 2011 compared to U.S.$166.8 million in 2012. This increase is mainly explained by a one-time charge of approximately U.S.$129.0 million explained by a net increase in deferred tax liabilities as a consequence of Law No. 20,630, which was published on September 27, 2012. Among various changes to the Chilean tax code, the application of this law increased the corporate tax rate for Chilean corporations to 20% from 18.5%, effective for taxes payable during fiscal year 2013, including income earned during 2012. In addition, we had a lower deferred tax income relating to origination and reversal of temporary differences of U.S.$0.7 million in 2012 compared to U.S.$45.6 million in 2011. This decrease was partially offset by a lower current income tax expense of U.S.$65.6 million in 2012 compared to U.S.$242.9 million in 2011.

Net income

Net income in 2012 decreased 76.8% from U.S.$620.8 million in 2011 to U.S.$143.5 million in 2012, primarily as a result of a 2.2% decrease in our revenue, a 9.7% increase in our cost of sales, a 15.4% increase in our administrative expenses and distribution costs, as discussed above, a one-time charge in income tax expenses of U.S.$129.0 million and a decrease in net proceeds from insurance payments from U.S.$194.0 million in 2011 to U.S.$89.0 million in 2012, as discussed above.

Liquidity and Capital Resources

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

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

We also have access to two committed credit facility lines amounting to an aggregate of approximately U.S.$320 million. The first line has an available amount of UF 1,700,000, or approximately U.S.$ 75.5 million, based on the exchange rates of December 31, 2013. The second line has a maximum available amount of U.S.$ 240.0 million.

Cash Flow from Operating Activities

Our net cash flow provided by operating activities was U.S.$897.7 million in 2013 and U.S.$442.4 million in 2012. This increase was principally due to a U.S.$873.7 million increase in Receipts from sales of goods and rendering of services, partially offset by an increase of U.S.$387.3 million in payments to suppliers and employees, and by a decrease of U.S.$147.9 million in income taxes paid.

Our net cash flow provided by operating activities was U.S.$442.4 million in 2012 and U.S.$982.2 million in 2011. This decrease was principally due to a U.S.$329.7 million increase in payments for goods and services, a decrease of U.S.$137.7 million in receipts from premiums and claims, annuities and other policy benefits and a U.S.$91.7 million increase in payments to and on behalf of employees, partially offset by an increase of U.S.$98.2 million in receipts from sales of goods and rendering of services.

Cash Flow Used in Investing Activities

Our net cash used in investing activities was U.S.$687.6 million in 2013 and U.S.$1,345.8 million in 2012. This decrease was principally due to a 32.7% or U.S.$313.6 million decrease in our purchase of property, plant and equipment and U.S.$253.8 million used during 2012 to obtain control of subsidiaries or other businesses, which includes the acquisition of Flakeboard and Moncure mill, partially offset by an increase in proceeds from sale of property, plant and equipment in the amount of U.S.$104.3 as a result of sales of land assets.

Our net cash used in investing activities was U.S.$1,345.8 million in 2012 and U.S.$1,208.9 million in 2011. This decrease was principally due to a 94.4% or U.S.$228.8 million decrease in capital contributions to non-controlling entities (primarily due to our 2011 acquisition of Florestal Vale do Corisco Ltda.), partially offset by an increase in capital contributions to subsidiaries or other business in the amount of U.S.$190.9 million mainly due to the Moncure mill and Flakeboard acquisitions.

Cash Flow from Financing Activities

Our net cash obtained from financing activities was U.S.$7.8 million in 2013 compared to the U.S.$1,055.5 million used in 2012. The difference between proceeds from short-term borrowings and repayment of borrowing in 2012 was U.S.$1,253.8 million, while the same difference in 2013 was U.S.$134.8 million, which explains most of the variation between 2012 and 2013. In addition, in 2013 we experienced a U.S.$56.8 million decrease in the payment of dividends.

Our net cash obtained from financing activities was U.S.$1,055.5 million in 2012 compared to the U.S.$481.2 million used in 2011. This variation is mainly due to a U.S.$1,122.8 million increase in proceeds from loans, primarily related to our 2012 issuance of U.S.$942.8 million in long term financing. In addition, in 2012 we experienced a U.S.$94.7 million decrease in the payment of dividends.

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

Contractual Obligations

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

The following table sets forth certain contractual obligations as of December 31, 2013, and the period in which the contractual obligations come due.


	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(in thousands of U.S. dollars)
Debt obligations⁽¹⁾		866,548		1,353,996		912,198		2,898,833		6,031,575
Purchase obligations⁽²⁾		25,457		—		—		—		—
Capital (finance) lease obligations		26,949		48,652		13,839		—		89,440

Total		918,954		1,402,648		926,037		2,898,833		6,146,471

(1)	Includes estimated interest payments related to long-term debt obligations based on market values as of December 31, 2013.

(2)

Excludes contracts entered into with independent contractors to perform operations on our behalf. Our payment obligations under such contracts are not pre-determined, but rather depend on the performance of certain variables. Accordingly, we cannot quantify our contractual obligations under such contracts.

Investment Activities

During 2013, our principal investment activities were as follows:

•

During 2013, we continued with the construction of our Montes del Plata complex, and invested U.S.$ 351.5 million

•

During 2013, we invested in the mainteinance and acquisition of biological assets for a total of U.S.$ 213.2 million

•

During 2013, we continued with the reconstruction of the Nueva Aldea plywood mill, and invested U.S.$97.3 million to complete the mill.

•

During 2013, we invested U.S.$16.7 million to complete the expansion of the Jaguariaiva MDF mill.

Financing Activities

During 2013, our principal financing activities were as follows:

•

On June 25, 2013, we closed a U.S.$300 million syndicated loan maturing in 2016 for the main purpose of refinancing bonds due in July 2013.

•

On July, 2013, we refinanced our 5.125% U.S.$300 million Notes due on July 9, 2013.

As of December 31, 2013, our short-term bank debt was U.S.$713.3 million of which 93.0% was U.S. dollar-denominated. As of December 31, 2013, our total long-term bank debt (including the current portion of such debt) was U.S.$1,180.8 million of which 82.3% was U.S. dollar-denominated. In addition, as of December 31, 2013, we guarantee obligations of U.S$677.0 million related to Montes del Plata, U.S.$270.0 million related to Alto Paraná and U.S.$150.0 million related to Flakeboard. As of December 31, 2013, we also had total capital markets borrowings (including the current portion of such debt) of U.S.$3,038.6million, 71.9% of which was U.S. dollar-denominated. As of December 31, 2013, the weighted average maturity of our long-term debt was 5.0 years. The interest rate on our variable rate debt is determined principally by reference to the London inter-bank offered rate (LIBOR), and as of December 31, 2013, the average interest rate for our U.S. dollar floating rate debt over six-month LIBOR was 1.7%. As of December 31, 2013, the average interest rate for our U.S. dollar fixed rate debt was 4.9%. These average rates do not reflect the effect of swap agreements and subsequent unwinds effective as of December 31, 2013.

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

•

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

•

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

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

•

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

We were in compliance with all bank loans and bonds covenants as of December 31, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

TREASURY MANAGEMENT

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

•

investments must be in fixed income instruments;

•

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

•

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

Our Argentine, Brazilian, Canadian and U.S. subsidiaries manage their treasury activities independently from us. Their activities are governed by cash and deposit policies that are approved by our Chief Financial Officer. These policies are based on the same principles underlying our cash and deposits policy.

HEDGING

We periodically review our exposure to risks arising from fluctuations in foreign exchange rates and interest rates and make a determination, on a case-by-case basis, at our senior management level whether or not to hedge such risks. As a result, from time to time we enter into currency and interest rate swaps with respect to a portion of our borrowings. See Note 23 to our audited consolidated financial statements.

Cross Currency Swap Agreements

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


Bank	U.F. notional amount		Interest rate we receive			U.S.$ notional amount (in millions)		Interest rate we pay			Maturity
Banco de Chile		1,000,000		4.25	%		35.70		4.99	%	March 2014
JPMorgan Chase Bank		1,000,000		4.25	%		35.28		4.94	%	March 2014
Barclays Bank PLC		1,000,000		4.25	%		38.38		5.86	%	October 2014
Banco de Chile		1,000,000		4.25	%		37.98		5.79	%	April 2014
Deutsche Bank		1,000,000		4.25	%		37.98		5.80	%	October 2014
Deutsche Bank		1,000,000		4.25	%		37.62		5.79	%	October 2014
Barclays Bank PLC		1,000,000		4.25	%		38.43		5.62	%	October 2014
Deutsche Bank		1,000,000		4.25	%		43.62		5.29	%	October 2021


JPMorgan Chase Bank	1,000,000	4.25	%	43.62	5.23	%	October 2021
Corpbanca	1,000,000	3.25	%	42.86	5.20	%	September 2020
BBVA	1,000,000	3.25	%	42.86	5.20	%	September 2020
Deutsche Bank	1,000,000	3.25	%	42.86	5.25	%	September 2020
Banco Santander	1,000,000	3.25	%	42.87	5.17	%	September 2020
BBVA	1,000,000	3.25	%	42.86	5.09	%	September 2020
Corpbanca	1,000,000	4.00	%	43.28	3.36	%	October 2014
Corpbanca	1,000,000	3.96	%	46.47	4.39	%	November 2021
JPMorgan Chase Bank	1,000,000	3.96	%	47.16	3.97	%	November 2021
BBVA	1,000,000	4.21	%	38.38	5.61	%	April 2023
BBVA	1,000,000	4.21	%	38.43	5.75	%	April 2023
BCI	1,000,000	4.21	%	37.62	5.54	%	April 2023
Deutsche Bank	1,000,000	4.21	%	37.98	4.69	%	April 2019
Banco Santander	1,000,000	4.21	%	37.98	5.59	%	April 2023

The aggregate fair value of our currency swap agreements as of December 31, 2013 represented an asset of U.S.$22 million and as of December 31, 2012 represented an asset of U.S.$47.6 million.

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

We have also analyzed our exposure to risks associated with fluctuations in the prices of commodities, including pulp, but have, thus far, not entered into any material hedging transactions with respect to such risks.

RESEARCH AND DEVELOPMENT

We spent U.S.$2.6 million in 2013, U.S.$2.2 million in 2012 and U.S.$3.5 million in 2011 on research and development. We conduct our principal research and development programs through our subsidiary, Bioforest, which concentrates its efforts on applying and implementing advanced technologies to the specific characteristics of our forests and mills.

We are continuously researching and attempting to develop different strains of long-fiber pine trees to improve their quality and to shorten their average harvest cycle. Additionally, we maintain close relations with certain international research institutes, equipment suppliers and the scientific and engineering communities that participate in our industry.

In the Pulp, Panels and Sawn Timber business, Bioforest has been researching and developing new ways to produce our goods, to use them in new ways and to create a better understanding and knowledge of our process. In the Forestry business, Bioforest has increased the growth rate in Radiata pines and in Globulus Eucalyptus, adding more value to our plantations.

TREND INFORMATION

From December 31, 2013 to March 31, 2014, prices for softwood increased by 1.9%, reaching U.S.$ 924.0 per tonne, while prices for hardwood decreased by 1.4% reaching U.S.$759.0 per tonne. The drop in hardwood pulp prices is due to more capacity entering the market.

Additional capacity will enter the market of hardwood pulp, with our joint operation Montes del Plata, and it may have an impact on prices.

In the upcoming months, we expect a steady market for long fiber pulp, while short fiber pulp should have price drops affected by the entrance of new supply and by the seasonality of the Northern Hemisphere summer.

For the panel business, in the United States we expect an increase in sales volume, due to a recovery in demand and prices remaining steady. In Brazil, sales volume is expected to grow during the first half of the year, prices should stay steady, and there is a positive outlook for that market. We expect higher sales volumes of panels in all our markets.

We expect to have stronger demand for sawn timber during the first half of 2014 in all markets. Prices and volume should increase, mainly due to the housing starts in the United States and also a growing demand in Asia.

The housing starts index has been over 900,000 since January 2014, and this explains part of the growth in panels and sawn timber that we expect in the first half of 2014.

For more information regarding trends in our business, see “Item5. Operating and Financial Review and Prospects—Overview” and “—Exchange Rate Fluctuations.” For risks affecting our business, see “Item 3. Key Information —Risk Factors.”

Item 6. Directors, Senior Management and Employees

DIRECTORS AND EXECUTIVE OFFICERS

Directors

A board of directors manages our business. Our by-laws (estatutos) require that the board of directors consist of nine directors. Our directors cannot also be our executives. The entire board is elected every three years and can be re-elected for any number of periods. The current board was elected in April 2013, and their terms will be renewed in April 2016. The board may appoint replacements to fill any vacancies that occur during periods between elections; however, at the annual shareholders’ meeting following any such replacement, an election of the entire board must take place. Scheduled meetings of the board of directors are, generally, held once a month. Extraordinary board meetings are called when summoned by the Chairman or when requested by at least two directors. There are no contracts under which the current directors of the Company would receive from us any benefits upon the termination of their employment by the Company. We do not have a compensation committee.

Our current directors are listed below.


Name	Years as Director	Position	Age
Manuel Bezanilla	28	Chairman	69
Roberto Angelini	28	First Vice-Chairman	65
Jorge Andueza	20	Second Vice-Chairman	65
José Tomás Guzmán	28	Director	84
José Rafael Campino	4	Director	61
Alberto Etchegaray	20	Director	68
Eduardo Navarro	6	Director	49
Timothy C. Purcell	8	Director	54
Nicolás Majluf	2	Director	68

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

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

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

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

José Tomás Guzmán became a Director on April 30, 1986. He served as Chairman of the board of directors from May 4, 2007 to April 23, 2013 and from April 18, 1991 to January 4, 2005, when he voluntarily resigned. He also served as First Vice-Chairman of the board of directors from January 27, 2005 to May 4, 2007. He is a partner of the law firm Portaluppi, Guzmán y Bezanilla, is a Vice-Chairman of COPEC, Empresas Copec and AntarChile, and serves as a member of the boards of directors of Inversiones Siemel S.A., Forestal Celco, Sigma S.A., Servicios Corporativos Sercor S.A., Corpesca S.A. and Astilleros Arica S.A. Mr. Guzmán holds a law degree from the Catholic University of Chile.

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

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

Eduardo Navarro became a Director on September 25, 2007. He is also the Chief Executive Officer of Empresas Copec S.A., the Chief Executive Officer of Pesquera Iquique-Guanaye S.A., and serves as a member of the boards of directors of COPEC, Abastecedora de Combustibles S.A., Sociedad Nacional de Oleoductos S.A., Empresa Eléctrica Guacolda S.A., Corpesca S.A., Orizon S.A., Compañía Minera Can Can S.A., Mina Invierno S.A., Inversiones del Nordeste S.A., Metrogas S.A. and Colbún S.A. Mr. Navarro holds degrees in commercial engineering and economics, and a master’s degree in economics, all from the Catholic University of Chile.

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

Nicolás Majluf became a director on August 28, 2012. He is a professor at the School of Engineering of the Catholic University of Chile, a member of the boards of directors of Sodimac S.A., PazCorp, Next Capital, and consultant to the board of directors of Inchalam S.A. (Industrias Chilenas de Alambre Sociedad Anónima), and its related companies (Prodalam S.A.; Acma S.A.; Acmanet S.A.; Prodac (Perú) Productos de Acero Cassado S.A.; Prodinsa: Productos de Acero S.A. Prodinsa; Wire Rope Industries; and Procables S.A.). He formerly served on the boards of directors of Corporación Nacional del Cobre de Chile (Codelco), Empresas Copec S.A., S.A.C.I. Falabella, Euroamerica Seguros de Vida S.A., Telefónica S.A., Electroandina S.A., EDELNOR S.A.A., Colbún S.A., Carnes Ñuble S.A., Empresas Pizarreño S.A. and Bazuca.com. Mr. Majluf holds a degree in civil engineering from the Catholic University of Chile, a MSc in Operations Research from Stanford University, and a PhD in Management from the Massachusetts Institute of Technology.

Executive Officers

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


Name	Years with Arauco	Position	Age
Matías Domeyko⁽¹⁾	25	Chief Executive Officer	52
Cristián Infante	18	President and Chief Operating Officer	47
Gianfranco Truffello	19	Chief Financial Officer	46
Robinson Tajmuch	23	Senior Vice-President Comptroller	57
Camila Merino	3	Senior Vice-President Human Resources	46
Franco Bozzalla	24	Senior Vice-President Wood Pulp	51
Charles Kimber	28	Senior Vice-President Commercial & Corporate Affairs	52
Antonio Luque	22	Senior Vice-President Sawn Timber	57
Alvaro Saavedra	22	Senior Vice-President Forestry	58
Gonzalo Zegers	6	Senior Vice-President Panels	53
Felipe Guzmán	5	General Counsel	44

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

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

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

Cristián Infante is the President and Chief Operating Officer of Arauco, a position that was created by Arauco in July 2011. Previously, he has served as the Corporate Management & Development Director and the Atlantic Region Managing Director. He joined Arauco in 1996 as a woodpulp sales representative, where he worked for two years. In 1998, Mr. Infante was appointed sales manager for industrial lumber and remanufactured products of Forestal Arauco, where he worked until 1999, at which time he moved to Centromaderas S.A., where he worked for two years. Mr. Infante holds a degree in civil engineering from the Catholic University of Chile.

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

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

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

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

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

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

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

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

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

Compensation

For 2013, the aggregate compensation of all our directors and executive officers and senior managers paid or accrued in that year for services in all capacities, including salaries and compensation for their service to those executive officers who serve as directors, was U.S.$1.6 million. We do not maintain any pension or retirement programs or incentive compensation plans for our directors or executive officers. We also do not maintain any plans providing for benefits upon termination of employment. The following table sets out the compensation of our directors for their services as directors in the years provided.


	2012		2013
Roberto Angelini	U.S.$	167,395		153,076
José Tomás Guzmán		200,875		158,049
Carlos Croxatto		171,462		0
Manuel Bezanilla		166,658		187,797
Jorge Andueza		134,101		138,570
José Rafael Campino		66,965		67,142
Alberto Etchegaray		66,965		67,142
Eduardo Navarro		66,965		67,142
Antonio Luque		44,199		39,310
Matías Domeyko		96,875		91,754
René Katz		13,923		9,376
Manfred Mayer		13,923		9,376
Jorge Garnham Mezzano		22,963		61,896
Eduardo Zañartu		14,276		13,966
Alvaro Saavedra		44,199		43,824
Franco Bozzalla		61,408		30,676
Cristián Infante		111,335		105,720
Gonzalo Zegers		30,276		25,452


	2012		2013
Robinson Tajmuch		28,199		27,824
Charles Kimber		28,199		45,157
Timothy C. Purcell		66,965		67,142
Gianfranco Truffello		23,441		23,310
Pablo Mainardi		18,867		0
Pablo Ruival		18,867		28,481
Sergio Gantuz		18,867		28,481
Nicolás Majluf Sapag		22,918		67,142

Total Compensation		1,721,086		1,557,804

Board Practices

In 2013 we created an Audit Committee, which is composed of two directors, Jorge Andueza and Timothy C. Purcell, as well as the Chief Executive Officer of Arauco, the Chief Operating Officer of Arauco, the Senior Vice-President Comptroller of Arauco and the General Counsel of Arauco. Our securities are not listed on any national securities exchange and, therefore, we are not subject to the rules relating to audit committees imposed by the Sarbanes-Oxley Act of 2002, as amended.

We also have an Ethics Committee that ensure the Ethics Code which defines, promotes and regulates behavior of professional and personal excellence consistent with our philosophy and values to be followed by all our staff.

Employees

The following table provides a breakdown of our employees by main category of activity as of the end of each year in the three-year period ended December 31, 2013.


	As of December 31,
	2011		2012		2013
Pulp mill employees		2,348		2,619		2,715
Other industrial employees		3,583		7,277		7,611
Forestry employees		1,803		1,536		1,521
Administrative employees		1,954		1,609		1,477

Total		9,688		13,227		13,324

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

contracts to bring actions directly against the principal to whom the employees’ services are being provided, instead of requiring them to bring actions against the contractor. For work or services related to the ordinary production process of a principal, the law provides that an employment relationship exists between the principal and the employee of the contractor.

29.1% of our employees in Chile, 48.3% of our employees in Argentina, 9.7% of our employees in Brazil and none of our employees in the United States or Canada were unionized as of December 31, 2013. We negotiate collective bargaining agreements of two, three or four years’ duration with unionized employees.

We have stable employee relations in Chile, Argentina, Brazil, the United States and Canada. Our Chilean operations have not experienced any work stoppages in the last five years other than (i) a 4-day stoppage at the Horcones plywood mill in January 2013, caused by employees of third party constractors (ii) a four-day work stoppage in July 2012 at our Horcones Panel Mill located in Arauco, during which production resumed partially after the second day, (iii) a ten-day work stoppage in November 2009 at our Constitución pulp mill, our Trupán-Cholguán panel mill, and our Nueva Aldea and Horcones complexes, and (iv) a three-day work stoppage in September 2009 at our Constitución and Valdivia pulp mills, our Trupán-Cholguán panel mill, and our Nueva Aldea and Horcones complexes; each of which was caused by the employees of our third party forestry contractors at each of the respective facilities.

Our Argentinean operations have not experienced any work stoppages in the last five years other than (i) a 3-day stoppage at Alto Paraná’s chemical mill in March 2011, as a result of a strike by the chemical union; (ii) a 4-day stoppage at Alto Paraná’s pulp mill in September 2010, as a result of a strike by the pulp union; but these strikes were limited to two hours per shift and did not materially affect operations; (iii) a 27-day stoppage at Alto Paraná’s Zarate mill in April 2013, as a result of a strike by the construction union; (iv) a 2-day stoppage at Alto Paraná’s chemical mill in May 2013, as a result of a strike by the Santa Fe Federation of Labour; and (v) a 1-day stoppage at Alto Paraná’s pulp mill in June 2013 and a 3-day stoppage at Alto Paraná’s pulp mill in October 2013, both as a result of a strike by the pulp union.

For information regarding strikes and work stoppages occurred in the last five years at our Argentinean subsidiary, see “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Our operations could be adversely affected by labor disputes.”

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

In September 2011, we experienced a 12-day work stoppage of construction at our Montes del Plata joint operation in Uruguay.

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

SHARE OWNERSHIP

Our former director, Anacleto Angelini, who passed away on August 28, 2007, owned 20.8% of the partnership rights in Inversiones Angelini y Compañía Limitada, or Inversiones Angelini, which is the principal shareholder of AntarChile. He directly owned 0.9% of AntarChile. Through his direct and indirect interests in Inversiones Angelini, AntarChile and Empresas Copec, Anacleto Angelini beneficially owned 8.3% of our shares. Mr. Angelini’s estate was divided among his heirs through a public deed in January 2010, and as a result Mr. Angelini’s ownership of partnership rights in Inversiones Angelini was distributed among his widow, Mrs. María Noseda Zambra, who received 15.3%, his nephew Mr. Roberto Angelini, who received 3.1%, and his niece Mrs. Patricia Angelini Rossi, who received 2.3%.

Our First Vice-Chairman, Roberto Angelini, owns directly and indirectly 22.4% of Inversiones Angelini. He directly owns 0.2% of AntarChile. Through his direct and indirect interests in Inversiones Angelini, AntarChile and Empresas Copec, Roberto Angelini beneficially owns 8.8% of our shares. Our Director, José Tomás Guzmán, owns 1.0% of Inversiones Angelini. Directly and indirectly through Agroforestal e Inversiones Maihue Limitada and Inversiones Maihue Limitada, he owns 2.9% of AntarChile and 0.14% of Empresas Copec. Through his interests in Inversiones Angelini, AntarChile and Empresas Copec, José Tomás Guzmán beneficially owns 1.0% of our shares.

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

Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Our only outstanding voting securities are shares of common stock of a single series, without nominal (par) value. The following table sets forth certain information concerning ownership of our common stock, as of April 24, 2014, with respect to each shareholder known by us to own more than 5% of the outstanding shares of our common stock and all of our directors and executive officers, as a group.


	Number of Shares Owned		Percentage Ownership
Empresas Copec		113,134,814		99.98
Directors and executive officers of the Company, as a group		—		—

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

Empresas Copec is a Chilean public company listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. It is a holding company, the principal interests of which are in Arauco, gasoline distribution, electricity, gas distribution, fishing and mining. Before October 1, 2003, Empresas Copec’s legal name was Compañía de Petróleos de Chile S.A. As of that date, Compañía de Petróleos de Chile S.A. transferred all its gasoline- and fuel-related business assets to a new subsidiary, Compañía de Petróleos de Chile COPEC S.A., which we call COPEC, and changed its legal name to Empresas Copec S.A. In May 2005, AntarChile purchased 3.1 million shares of COPEC, increasing its ownership to 60.4% of Empresas Copec. As of December 31, 2013, AntarChile owned 60.8% of Empresas Copec.

Through its ownership in Empresas Copec, AntarChile beneficially owned 60.8% of our shares as of December 31, 2013. As of April 24, 2014, AntarChile beneficially owns 60.8% of our shares. Inversiones Angelini y Compañía Limitada (“Inversiones Angelini”) in turn owns 63.4% of AntarChile’s shares, and certain other related investors own an additional 10.96% of AntarChile. Inversiones Angelini and such other investors are defined herein as the “Angelini Group.”

The principal equity owners of interest in Inversiones Angelini are Mrs. María Noseda Zambra with 10.9%, Mr. Roberto Angelini Rossi directly and indirectly with 22.4%, and Mrs. Patricia Angelini Rossi directly and indirectly with 18.8%.

As of December 31, 2013 and April 24, 2014, the Angelini Group controlled Arauco through the ownership structure described above.

RELATED PARTY TRANSACTIONS

We engage in a variety of transactions in the ordinary course of business with related parties. Related parties include, among others, directors, officers and affiliates of the Company. The norms for transactions with related parties by and among public corporations and their subsidiaries are mainly regulated by Title XVI of the Chilean Companies Act (“Title XVI”), which was included by Law Nº 20,382 published in the Official Gazette on October 20, 2009, and articles 44 and 89 of the Chilean Companies Act. Title XVI requires that our transactions with related parties contribute to the Company’s interest and be on a market basis or on terms similar to those prevailing in the market. In addition, Title XVI provides that related party transactions must be approved by an informed majority of the disinterested members of the board of directors. If a majority of the disinterested directors

abstains from voting on a particular transaction, the transaction must be approved by a unanimous vote of the non-abstaining disinterested directors or by two-thirds of the shares with voting rights. Resolutions approving any such transactions must be reported to our shareholders at the next annual shareholders’ meeting.

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

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

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directors or officers of a corporation (or their respective spouses and certain other relatives) acting on their own;

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directors or officers of a corporation who have a direct or indirect ownership interest of at least 10% of the equity shares of the other company or are also directors or officers of such other company;

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

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

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

Our transactions with affiliates include the following:

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

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We purchase port services from our 20.2% affiliates Puertos y Logística S.A. (formerly Puerto de Lirquén S.A.) and Puerto Lirquén S.A. (formerly Portuaria Sur de Chile S.A.), and our 50.0% affiliate Compañía Puerto de Coronel S.A.;

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

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We obtain legal services from Portaluppi, Guzmán y Bezanilla, a law firm of which two of our directors, José Tomás Guzmán and Manuel Bezanilla, are partners.

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

Item 8. Financial Information

See “Item 17—Financial Statements.”

EXPORT SALES

Export sales constituted 59.9% of our sales revenue for the year ended December 31, 2013. Our total export sales revenue for 2013 was U.S.$3,082 million. Our principal overseas markets are Asia, North America and Western Europe. See “Item 4. Information on the Company—Description of Business—Domestic and Export Sales.”

LEGAL PROCEEDINGS

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

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

Valdivia Mill

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

There are four additional measures ordered by the ruling (though not included in the agreement with the National Defense Council), which are being discussed by the members of the the Social Council (Consejo Científico Social), which includes representatives from Arauco, the National Defense Council, academic institutions, NGOs and public authorities. These measures are: (i) conducting a study, within one year, undertaken by an interdisciplinary committee of experts, about the current status of the wetland; (ii) creating an artificial sentinel wetland for representative species, upriver from the discharge of effluents; (iii) implementation of a monitoring program of environmental impact, within a five-year period; and (iv) creating a new research center focused on wetlands (Centro de Investigación de Humedales).

In June 2005, we suspended operations at the Valdivia Mill until certain technical and legal conditions could be clarified with the applicable regulatory authorities. We estimate this suspension resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our board of directors, based on certain clarifications provided by the Environmental Regional Commission (Comisión Regional del Medio Ambiente), or COREMA, of the Tenth Region of Chile, the mill resumed operations in August 2005, after 64 days of suspended operations, at 80% of its authorized production capacity. In order to achieve the full production capacity authorized by applicable permits, the mill had to fulfill certain new requirements established by the COREMA. On January 18, 2008, the COREMA authorized the Valdivia Mill to return to its annual authorized production capacity of 550,000 metric tons. The mill gradually increased its production over a four-month period starting in March 2008 and reached full capacity in June 2008. The suspension of operations at the Valdivia Mill in 2005 adversely affected our business, financial condition, results of operations and cash flows. Any future suspension of operations at the Valdivia Mill or at any other of our significant operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill, or our other mills, will be able to operate without further interruption. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows” and “Item 4. Information on the Company—Description of Business—Pulp—Pulp mills—Chile—Valdivia Mill.”

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

Until October 2007, our Valdivia Mill was under the jurisdiction of the COREMA of the Tenth Region of Chile, but due to a change in legislation creating two new administrative regions in Chile, our Valdivia Mill became subject to the jurisdiction of the COREMA of the Fourteenth Region of Chile. In February 2009, as previously required by the COREMA of the Tenth Region of Chile, we submitted to the COREMA of the Fourteenth Region of Chile an environmental impact study for the construction of a pipeline to discharge the Valdivia Mill’s wastewater in the Pacific Ocean near Punta Maiquillahue, complying with the requirement that such wastewater be discharged in a body of water other than the Cruces River, the Carlos Anwandter Nature Sanctuary or their respective sources. In February 2010, through Exempt Resolution No. 27/2010, the COREMA approved this environmental impact study subject to additional conditions, certain of which we challenged before the Directive Council primarily because they would have prohibited the discharge of wastewater into the Cruces River under any circumstance, including emergencies. On October 23, 2012, the Committee of Ministers passed Exempt Resolution No. 1052, which upheld in part our appeal in permitting the discharge into the Cruces River upon the occurrence of certain contingencies that may affect the normal functioning of the conduction system and/or outfall, including bombings or sabotage, natural disasters, or accidents caused by third parties. On March 29, 2010, two Chilean individuals filed a reclamation action (recurso de participación ciudadana) before the COREMA of the Fourteenth Region of Chile, challenging Exempt Resolution No. 27/2010. On April 30, 2013, the Committee of Ministers passed Exempt Resolution No. 391, which upheld in part such reclamation action, modifying paragraph 4.8.3 and updating tables 8, 9.a and 9.b, all of the Exempt Resolution No. 27/2010 (thereby establishing new effluent discharge limits for 13 parameters, including total chromium, total hydrocarbons, sulfur, oil and grease, suspended solids and phosphorus).

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

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

Licancel Mill

In June 2007, our operations at the Licancel Mill, a pulp mill located in the Seventh Region of Chile, became subject to environmental scrutiny by Chilean environmental regulators and the public due to the death of fish in the Mataquito River, approximately 15 kilometers downstream of the mill. As a result, in June 2007, Chilean authorities, including certain public health authorities and the Superintendencia de Servicios Sanitarios (Sanitary Services Superintendency), required that we suspend activities at the Licancel Mill and that we suspend any further discharges into the river. On June 18, 2007, as a result of a pipe leakage in the effluent treatment system currently in place at the Licancel Mill, an estimated 50 cubic meters of effluents reached the Mataquito River. On that same date, we decided to close the mill indefinitely and informed the Sanitary Services Superintendency of the incident. On October 3, 2007, we requested to the health authority (Autoridad Sanitaria) of the Seventh Region of Chile that it remove the suspension of activities at the Licancel Mill. On October 22, 2007, the health authority of the Seventh Region of Chile removed the suspension and imposed certain conditions relating to our activities in the mill consisting primarily of the implementation of certain emergency detection and control programs and systems, with which we have complied. Furthermore, on November 12, 2007 the Sanitary Services Superintendency removed the suspension regarding the release of discharges by the Licancel Mill. The mill resumed operations during January 2008, using the new effluent treatment system in which we invested U.S.$8 million during 2007.

On September 7, 2007, the National Defense Council instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the Licancel Mill. The National Defense Council agreed to terminate this lawsuit pursuant to an agreement with us dated January 29, 2010. However, several other proceedings have been commenced as a result of the events at Licancel Mill, including for loss of income arising from the death of fish at the Mataquito River.

Tax Litigation in Argentina

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

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

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

Tax Litigation in Chile

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

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

Tax Litigation in Brazil

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

On December 11, 2012, Arauco do Brasil filed an objection to cancel the Infraction Notice before the Judgment Office of the Brazilian Revenue Service, first administrative level. As of the date of this annual report, judgment in respect of this objection remains pending. The Company believes that its objection to the Infraction Notice is supported by solid legal arguments and that there is a reasonable likelihood that this matter will result in a favorable outcome for the Company. However, if this result does not occur, it is possible that an obligation will arise for the amount specified, plus any accrued interest and penalties as of the payment date.

DIVIDEND POLICY

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

On April 27, 2010, our shareholders approved a final dividend of U.S.$0.5016 per share for 2009, which was distributed on May 11, 2010. In the aggregate, dividends distributed equaled 40% of our consolidated net income for 2009 as determined on an IFRS basis. On November 23, 2010, our board of directors approved an interim dividend of U.S.$0.7557 per share, which was distributed on December 15, 2010 and charged to net income. On April 26, 2011 our shareholders approved a final dividend of U.S.$1.6152 per share for 2010, which was distributed on May 11, 2011. Dividends distributed equaled 40% of our consolidated net income for 2010 as determined on an IFRS basis. On November 22, 2011, our board of directors approved an interim dividend of U.S.$0.78 (rounded) per share, which was distributed on December 14, 2011 and charged to net income. On April 24, 2012 our shareholders approved a final dividend of U.S.$1.4278819 per share for 2011, which was distributed on May 9, 2012. On November 28, 2012, our board of directors approved an interim dividend of U.S.$ 0.15308 per share, wich was distributed on December 12, 2012. On April 23, 2013 our shareholders approved a final dividend of U.S.$ 0,41551940910 per share for 2013, which was distributed on May 8, 2013. Dividends distributed equaled 40% of our consolidated net income for 2013 as determined on an IFRS basis. On November 26, 2013, our board of directors approved an interim dividend of U.S.$ 0,5601640 per share, wich was distributed on December 11, 2013. On April 22, 2014 our shareholders approved a final dividend of U.S.$0.66652828 per share for 2013, which will be distributed on May 7, 2014.

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

Item 9. The Offer and Listing

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

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

Item 10. Additional Information

ARTICLES OF INCORPORATION AND BY-LAWS

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

Organization and Registration

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

Objects and Purposes

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

Capital

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

Directors

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

Our by-laws provide that we may enter into acts or contracts in which one or more directors are interested only if the interested director’s interest is made known to the board, the acts or contracts are approved by the board and the terms of the act or contract conform to those prevailing in the market. In addition, board resolutions approving interested director transactions must be reported by the chair of the meeting at the first general shareholders’ meeting following the approval of the interested director transaction.

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

Shareholders

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

Voting Rights

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

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transformation, including division or merger with another company;

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advanced dissolution;

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change of corporate domicile;

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reduction in our equity capital;

•

approval and appraisal of non-cash capital contributions;

•

reduction in the number of members of the board of directors;

•

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

•

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

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

Changes to Shareholders’ Rights

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

Shareholders’ Meetings

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

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

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

•

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

•

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

•

the election or dismissal of the members of the board of directors; and

•

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

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

•

dissolution;

•

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

•

the issue of bonds or debentures convertible into shares;

•

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

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

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

Allocation of Net Income and Distribution of Dividends

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

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

Regulation of and Restrictions on Foreign Investors

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

Disclosure of Shareholder Ownership

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

Rights of Shareholders

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

EXCHANGE CONTROLS

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

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

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

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

The following specific restrictions were eliminated:

•

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

•

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

•

the mandatory return of foreign currencies to Chile; and

•

the mandatory conversion of foreign currencies into Chilean pesos.

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

•

the Central Bank must be provided with information related to certain operations, such as foreign investments and foreign credits; and

•

certain operations, such as money transfers to and from Chile related to foreign investments and foreign credits, must be conducted within the Formal Exchange Market.

International Issue of Bonds

Before April 19, 2001, any international issue of bonds was subject to approval by the Central Bank after submission of an application to the Central Bank through a bank or other participant in the Formal Exchange Market. Absent the Central Bank’s authorization, issuers were unable to offer bonds outside of Chile. On April 19, 2001, the Central Bank issued new foreign exchange regulations, effective as of March 1, 2002, that were included in the new Chapters XIV and VIII of the Compendium, applicable to bond issues made either from Chile or through an agency abroad. It must be noted however, that all debt issues made before the new regulations remain subject to the regulations existing at the time of their issue.

Debt Securities Issued Directly By Us

In accordance with the regulations issued by the Central Bank, which are included in the new Chapter XIV of the Compendium, any international issue of bonds in an aggregate amount exceeding U.S.$1,000,000 must be registered and dated by the Central Bank or by a bank or other entity authorized by the Central Bank to participate in the Formal Exchange Market before the proceeds from the issuance can be remitted to Chile and received by the issuer or simultaneously with the remittance into Chile of such proceeds. The issuer must submit forms regarding the offering to the registering entity or directly to the Central Bank, along with a letter of instructions indicating whether it prefers to receive the proceeds in Chilean pesos or in a foreign currency. If presented through a Formal Exchange Market entity, such entity must, in turn, verify that the forms submitted by the issuer are in accordance with the documentation relating to the issue and inform the Central Bank of the operation no later than 11:00 a.m. on the banking business day following the date on which the proceeds of the issue are transferred to the issuer.

If the issuer opts to receive the proceeds of the issue outside of Chile, it must report this to the Central Bank directly or through a Formal Exchange Market entity during the first ten calendar days of the month following the one in which the proceeds were received.

Chapter XIV of the Compendium also states that proceeds from the issue, as well as payment of capital and interest relating to the issue, must be received and sent from and through the Formal Exchange Market, but purchases of U.S. dollars in connection with payments on debt securities issued directly by us can be made either in the Formal or in the Informal Exchange Market. There can be no assurance, however, that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to pay debt service related to any such debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile would not restrict or prevent our purchase of U.S. dollars to make payments under our securities.

In the case of debt securities issued directly by us before the effectiveness of the new regulations, the registration of the debt securities with the Central Bank grants us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make payments in respect of those securities but requires that payments on such debt securities shall be made only with U.S. dollars purchased in the Formal Exchange Market.

We will also be required to inform the Central Bank quarterly of the outstanding amounts due under our securities and from time to time of any information that has been previously filed.

The regulations of Chapter XIV of the Compendium do not make any reference to the one-year mandatory deposit in the Central Bank that was previously required by Chapter XIV. However, the Central Bank is authorized, under the Central Bank Act, to impose such a requirement.

Debt Securities Issued Through Our Panamanian Agency

In December 1996, we established a registered agency in Panama. We may from time to time issue debt securities directly or through our Panamanian agency depending on, among other factors, whether or not we expect to bring the proceeds thereof into Chile. In such cases, the proceeds of such issuance of the notes may be brought into Chile or held abroad. In either case, however, in accordance with Chapter VIII of the Compendium, we were

required to inform the Central Bank of the issuance of international bonds through our Panamanian agency during the first ten calendar days of the month following the one in which the disbursement of funds to the agency was produced, and provide the schedule of payments of the notes. On December 27, 2007, the requirement to provide such information to the Central Bank was eliminated. We will no longer be required to inform the Central Bank of future issuances of bonds made through our Panamanian agency.

Purchases of U.S. dollars in connection with payments on debt securities issued through our Panamanian agency, whether before or after April 19, 2001, can be made either in the Formal Exchange Market or in the Informal Exchange Market. Although we were required to inform the Central Bank of the issuance of debt securities through our Panamanian agency, such communication to the Central Bank did not give us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make payments in respect of those debt securities.

There can be no assurance that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to pay debt service related to any such debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile and will not restrict or prevent our purchase of U.S. dollars to make payments under our securities from Chile.

TAXATION

General

The following summary contains a description of the principal Chilean and United States federal income tax consequences of the purchase, ownership and disposition of our securities, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our securities. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than the United States and Chile.

This summary is based on the tax laws of Chile and the United States as in effect on the date of this Form 20-F, as well as regulations, rulings and decisions of Chile and the United States available on or before such date and now in effect. All of the foregoing is subject to change, and any changes could apply retroactively and could affect the continued validity of this summary.

Prospective purchasers of our securities should consult their own tax advisors as to the Chilean, United States or other tax consequences of the purchase, ownership and disposition of our securities, including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

Chile and the United States have executed an income and capital tax treaty for the avoidance of double taxation and the prevention of fiscal evasion, but this treaty is not in effect, and its effectiveness is contingent upon ratification in the United States Senate and by the Chilean Congress. At this time it is not clear when the United States Senate and the Chilean Congress will consider ratification, and therefore the effective date of the treaty is uncertain.

Chilean Taxation

The following is a general summary of the principal consequences under Chilean tax law, as currently in effect, of an investment in our securities made by a foreign holder. Foreign holder means either:

•

in the case of an individual, a person who neither is a resident nor is domiciled in Chile. For Chilean tax purposes, an individual is domiciled in Chile if such individual has his or her principal place of business in Chile. The individual will be considered as a resident if she or he stays in Chile for more than six months in one calendar year or a total of more than six months in two consecutive fiscal years; or

•

in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless our securities are assigned to a branch or a permanent establishment of such entity in Chile.

Under Chile’s income tax law, our payments of interest made from Chile in respect of our securities to a foreign holder will generally be subject to a Chilean withholding tax assessed at a rate of 4.0% (the “Chilean Interest Withholding Tax”).

We have agreed, subject to specific exceptions and limitations, to pay to the foreign holders of notes additional amounts in respect of the Chilean Interest Withholding Tax in order to ensure that the interest amount the foreign holder receives is net of Chilean Interest Withholding Tax. If we pay additional amounts in respect of the Chilean Interest Withholding Tax, any tax refunds in respect of these amounts will be for the benefit of the Company. In the event that certain changes in Chilean tax laws require us to pay additional interest amounts in respect of the Chilean Interest Withholding Tax at a rate in excess of 4.0%, we have the right to redeem our securities.

Under existing Chilean law and regulations, a foreign holder will not be subject to any Chilean taxes in respect of payments of principal that we make with respect to our securities. Our payments with respect to our securities of amounts not considered principal or interest may be subject to a Chilean withholding tax of up to 35%.

The Chilean Income Tax Law provides that a foreign holder is subject to income tax on his Chilean source income. For this purpose, Chilean source income means earnings from activities developed in Chile or goods located in the country. According to the Chilean Income Tax Law, the source of interest income corresponds to the residence country of the debtor. Under these rules, the capital gain realized on the sale or other disposition by a foreign holder of our securities generally will not be subject to withholding taxes on capital gains, provided that the sale or disposition occurs outside of Chile.

A foreign holder will not be liable for gift, inheritance or similar taxes with respect to its holdings unless the securities held by a foreign holder:

•

are located in Chile at the time of such foreign holder’s death, or

•

are located outside of Chile, but were purchased or acquired with funds derived from Chilean source income.

A foreign holder should not be liable for Chilean stamp, registration or similar taxes.

The issue of our securities directly by us was subject to the Chilean stamp tax, which we paid. The issue of our securities through our Panamanian Branch was not subject to a stamp tax.

United States Taxation

This summary of certain United States federal income tax considerations deals principally with United States Holders that acquired our securities as part of the initial offering of our securities, hold our securities as capital assets and whose functional currency is the United States dollar. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular investor, and generally does not address the tax treatment of United States Holders that may be subject to special tax rules, such as banks, financial institutions, tax-exempt entities, regulated investment companies, real estate investment trusts, insurance companies, partnerships and partners therein, dealers in securities or currencies, traders in securities electing to mark to market, certain short-term holders of our securities, persons that will hold our securities as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, persons that own (or are deemed to own for United States tax purposes) 10% or more of our voting stock or persons that are not United States Holders. United States Holders should be aware that the U.S. federal income tax consequences of holding our securities may be materially different for investors described in the previous sentence, including as a result of certain laws applicable to investors with short holding periods or that engage in hedging transactions.

As used under this section “United States Taxation,” the term “United States Holder” means a beneficial owner of a Note that is a citizen or resident of the United States or a United States domestic corporation or that otherwise is subject to United States federal income taxation on a net income basis in respect of our securities.

Taxation of Interest and Additional Amounts

A United States Holder will treat the gross amount of interest and Additional Amounts (i.e., without reduction for Chilean Interest Withholding Tax, determined utilizing the 4.0% Chilean Interest Withholding Tax rate applicable to all United States Holders of our securities) as ordinary interest income in respect of our securities at the time that such payments are accrued or are received, in accordance with the United States Holder’s method of tax accounting. Any Chilean Interest Withholding Tax paid will be treated as foreign income taxes eligible for credit against such United States Holder’s United States federal income tax liability, subject to generally applicable limitations and conditions, or, at the election of such United States Holder, for deduction in computing such United States Holder’s taxable income. Interest and Additional Amounts will constitute income from sources outside the United States for foreign tax credit purposes. Such income generally will constitute “passive category income.” Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed for withholding taxes imposed in respect of arrangements in which a United States Holder’s expected economic profit is insubstantial. United States Holders should consult their own advisors concerning the implications of these rules in light of their particular circumstances.

The calculation of foreign tax credits and, in the case of a United States Holder that elects to deduct foreign taxes, the availability of deductions, involves the application of rules that depend on a United States Holder’s particular circumstances. United States Holders should consult their own tax advisors regarding the availability of foreign tax credits and the treatment of Additional Amounts.

A Holder of our securities that is, with respect to the United States, a foreign corporation or a nonresident alien individual (a “Non-U.S. Holder”) generally will not be subject to United States federal income or withholding tax on interest income or Additional Amounts earned in respect of our securities, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

Taxation of Dispositions

A United States Holder will generally recognize gain or loss on the sale, exchange or other disposition of a security in an amount equal to the difference between the amount realized on the sale, exchange or other disposition and the tax basis in the security. If Chilean income tax is withheld on the sale, exchange or other disposition of our securities, the amount realized by a U.S. holder will include the gross amount of the proceeds of that sale, exchange or other disposition before deduction of the Chilean income tax. A United States Holder’s tax basis in a security will generally equal its cost. Gain or loss realized by a United States Holder on the sale, redemption or other disposition of our securities generally will be treated as capital gain or loss and such gain or loss will be long-term capital gain or loss if at the time of the disposition, our securities have been held for more than one year. The net

amount of long-term capital gain realized by a United States Holder that is an individual is generally taxed at a reduced rate. Gain, if any, realized by a United States Holder generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, in the case of gain from the disposition of securities that is subject to Chilean income tax, a United States Holder may not be able to benefit from the foreign tax credit for that Chilean income tax, unless the United States Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the United States Holder may generally elect to take a deduction for the Chilean income tax paid. The rules governing foreign tax credits are complex and a United States Holder should consult its own tax advisor regarding the availability of foreign tax credits under its particular circumstances.

A Non-U.S. Holder of our securities will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of our securities unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Backup Withholding and Information Reporting

Payments of principal, premium, if any, and interest on our securities and payment of the proceeds of any disposition of our securities made to certain United States Holders may be subject to U.S. information reporting requirements. In addition, certain United States Holders may be subject to a U.S. backup withholding tax in respect of such payments if they do not provide their taxpayer identification numbers to the payor or otherwise establish an exemption. Non-U.S. Holders generally are exempt from these withholding and reporting requirements, but may be required to comply with applicable certification and identification procedures to establish their eligibility for such an exemption.

DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission. These materials, including this Annual Report and the exhibits thereto, may be inspected and copied at the Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may be obtained from the Public Reference Room at the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which these materials may be electronically accessed. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

The following discussion about our risk management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in such forward-looking statements.

We are exposed to market risk from changes in interest rates and currency exchange rates. Our board of directors approves our policies that address these risks. From time to time, we assess our exposure and monitor opportunities to manage these risks, including entering into derivative contracts. For information on the currency and interest rate swaps into which we enter with respect to a portion of our borrowings, see “Item 5. Operating and Financial Review and Prospects—Hedging” and Note 23 to our audited consolidated financial statements. In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include country risk, credit risk and legal risk and are not represented in the tables below.

Interest Rate Risk

Interest rate risk exists principally with respect to our indebtedness that bears interest at floating rates. As of December 31, 2013, we had outstanding U.S.$5,026.5 million of indebtedness, excluding accrued interest and discounts and costs of issuance, of which 78.3% bore interest at fixed interest rates and 21.7% bore interest at floating rates of interest. These average rates do not reflect the effect of swap agreements. 77.9% of our indebtedness was denominated in U.S. dollars as of that date. The interest rate on our variable rate debt is determined principally by reference to LIBOR.

The following table summarizes our debt obligations, as of December 31, 2013. These obligations are sensitive to changes in interest rates. The table presents the aggregate principal amount of each category of indebtedness maturing in each year, at the weighted average interest rate for each category of indebtedness. Average interest rates for liabilities are calculated based on the prevailing interest rate for each loan as of December 31, 2013.


	Average Interest Rate			2014		2015		2016		2017		2018		Thereafter		Total Long Term Debt		Fair Value
								(millions of U.S.$)
Interest
Bearing Debt
Fixed Rate
(U.S.$-denominated)		4.95	%		468.2		413.7		48.5		437.4		44.5		1,579.2		2,991.5		3,091.0
(UF-denominated)		3.69	%		48.0		24.3		24.3		6.9		6.9		744.5		855.0		968.3
(R$-denominated)		7.05	%		20.9		0.2		35.3		0.4		0.0		0.0		56.8		56.8
(Ar$-denominated)		23.45	%		28.8		0.0		0.8		0.3		0.0		0.0		29.9		29.8
Variable Rate (U.S.$ denominated) LIBOR		1.48	%		327.4		86.1		400.1		90.5		30.9		135.3		1,070.3		1,130.3
(RS$-denominated) TJLP +		8.81	%		0.2		0.0		0.0		0.0		0.0		22.9		23.1		18.8

Total					893.5		524.3		509.0		535.6		82.4		2,481.8		5,026.5		5,295.0

Foreign Currency Risk

Our principal exchange rate risk involves changes in the value of the Chilean peso and, to a lesser extent, the Brazilian real, the Argentine peso and the euro relative to the dollar. We estimate that a majority of our consolidated costs and expenses are denominated in dollars. As of December 31, 2013:

•

64.1% of our accounts receivable were denominated in U.S. dollars and 16.1% in Chilean pesos;

•

80.1% of our cash and short-term investments were denominated in U.S. dollars, 6.3% were denominated in Chilean pesos and 0.007% in euros;

•

a significant portion of our indebtedness was denominated in U.S. dollars; and

•

a significant portion of our consolidated total assets was denominated in U.S. dollars.

Substantially all of our foreign currency-denominated revenues, costs and expenses, receivables and indebtedness are denominated in U.S. dollars. As of December 31, 2013, 78% of our long-term debt was denominated in U.S. dollars before swaps. Accordingly, variations in the value of the Chilean peso relative to the U.S. dollar will not have a significant effect on the cost in U.S. dollars of our foreign debt service obligations.

Commodity Risk

Prices for pulp and forestry and wood products can fluctuate significantly, and our sales revenue is highly sensitive to fluctuations in such prices. For a more detailed discussion and sensitivity analysis relating to the risks arising from changes in the market price of pulp, which is our primary commodity risk, see Note 23 to our audited consolidated financial statements. As of December 31, 2013, we were not party to any commodity hedging arrangements.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

(a) Disclosure controls and procedures. We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice-President Comptroller, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2013 There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Senior Vice-President Comptroller concluded that the disclosure controls and procedures, as of December 31, 2013, were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Senior Vice-President Comptroller, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal controls and procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice-President Comptroller, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under the framework in Internal Control—Integrated Framework (1992), our management concluded that our internal control over financial reporting was effective as of December 31, 2013.

(d) Changes in internal controls over financial reporting. There has been no change in our internal control over financial reporting during 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

We have an audit committee, described in “Item 6. Directors, Senior Management and Employees—Directors and Executive Officers.” We believe that the members of our audit committee have sufficient financial and other experience to perform their responsibilities. Our board of directors has determined that Timothy C. Purcell qualifies as an “audit committee financial expert” within the meaning of Item 16A of Form 20-F and is independent as that term is defined in Rule 10A-3 under the Exchange Act. For a description of Mr. Purcell’s professional experience, see “Item 6. Directors, Senior Management and Employees—Directors and Executive Officers.”

Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to all of our employees, including, but not limited to, our Chief Executive Officer, Chief Financial Officer and Senior Vice-President Comptroller. We will provide any person without charge, upon request, a copy of such code of ethics. Requests for a copy of the code of ethics may be made to Celulosa Arauco y Constitución S.A., El Golf 150, 14^th Floor, Santiago, Chile, Attn: Gianfranco Truffello, tel. (011-562) 2461-7200, fax (011-562) 2461-7541. Our code of ethics is also published on our website at www.arauco.cl. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and Senior Vice-President Comptroller, or if we grant any waiver of such provisions, we will disclose the amendment or waiver in our annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Deloitte Auditores y Consultores Ltda. (“Deloitte”), during the fiscal years ended December 31, 2012 and December 31, 2013.


	Year ended December 31,
	2012		2013
	(U.S.$ in thousands)
Audit fees	$	1,926	$	3,282
Tax fees		14		143
Other fees		—		66

Total fees	$	1,940	$	3,491

Audit fees in the above table are the aggregate fees billed by Deloitte for the fiscal years ended December 31, 2012 and December 31, 2013, in connection with the audit of our annual financial statements in accordance with IFRS, as well as the review of other filings.

Tax fees in the above table are fees billed by Deloitte, for the fiscal years ended December 31, 2012 and December 31, 2013, associated with the issuance of certificates for tax and legal compliance purposes in Brazil, Argentina and Uruguay; and tax consultation in the United States, Mexico, Argentina and Uruguay.

Other fees in the above table are fees billed by Deloitte, for the fiscal years ended December 31, 2012 and December 31, 2013, in connection with training services and consultations relating to the interpretation and application of IFRS.

Audit Committee Approval Policies and Procedures

Our board of directors has established pre-approval policies and procedures for the engagement of our independent auditors. Pursuant to our pre-approval policy, our board of directors has pre-approved a list of services that our independent auditors are allowed to provide to us or our subsidiaries.

Additionally, our board of directors expressly approves, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services that are not included on the pre-approved list.

All services described in each of paragraphs (b) through (d) of this Item were approved by the board of directors pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

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

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

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

Item 16H. Mine Safety Disclosures

Not applicable.

PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Our audited consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB, and are included in this annual report beginning at page F-1.

Item 19. Exhibits

Documents filed as exhibits to this annual report:


1.1		English translation of the by-laws (estatutos) of Celulosa Arauco y Constitución S.A., dated as of April 22, 2014

7.1		Statement Regarding Calculation of Ratios of Earnings to Fixed Charges

8.1		List of subsidiaries

12.1		Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certification of chief executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

By:		/s/ Matías Domeyko
		Matías Domeyko
		Chief Executive Officer

Date: April 29, 2014

LOGO

CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2013

INDEX


	Page

Consolidated Statements of Financial Position		F-1

Consolidated Statements of Income		F-3

Consolidated Statements of Comprehensive Income		F-4

Consolidated Statements of Changes in Equity		F-5

Consolidated Statements of Cash Flows		F-8

NOTE 1 - Presentation of Financial Statement		F-9

NOTE 2 - Accounting Policies, Changes in Accounting Estimates		F-32

NOTE 3 - Disclosure of Other Information		F-34

NOTE 4 - Inventories		F-38

NOTE 5 - Cash and Cash Equivalents		F-39

NOTE 6 - Income Taxes		F-40

NOTE 7 - Property, Plant and Equipment		F-45

NOTE 8 - Leases		F-50

NOTE 9 - Revenue		F-51

NOTE 10 - Employee Benefits		F-51

NOTE 11 - Effect of Foreign Exchange Rate Variations		F-53

NOTE 12 - Borrowing Costs		F-58

NOTE 13 - Related Parties		F-59

NOTE 14 - Consolidated Financial Statements		F-63

NOTE 15 - Investment in Associates		F-67

NOTE 16 - Interests in Joint Arrangements		F-71

NOTE 17 - Impairment of Assets		F-74

NOTE 18 - Provisions, Contingent Assets and Contingent Liabilities		F-76

NOTE 19 - Intangible Assets		F-87

NOTE 20 - Biological Assets		F-89

NOTE 21 - Environmental Matters		F-92

NOTE 22 - Non-Current Assets Held for Sale		F-95

NOTE 23 - Financial Instruments		F-96

NOTE 24 - Operating Segments		F-128

NOTE 25 - Other Non-Financial Assets and Non-Financial Liabilities		F-134

NOTE 26 - Distributable Net Income and Earnings Per Share		F-134

NOTE 27 - Subsequent Events		F-135

Deloitte Auditores y Consultores Ltda.

RUT: 80.276.200-3

Rosario Norte 407

Las Condes, Santiago

Chile

Fono: (56-2) 2729 7000

Fax: (56-2) 2374 9177

e-mail: deloittechile@deloitte.com

www.deloitte.cl

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Celulosa Arauco y Constitución S.A.

We have audited the accompanying consolidated statements of financial position of Celulosa Arauco y Constitución S.A. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Celulosa Arauco y Constitución S.A. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2013, in conformity with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (“IASB”).

As discussed in Note 2 to the consolidated financial statements, the Company, as of January 1, 2013, adopted IFRS 11-Joint Arrangements which was applied to the years ended December 31, 2013 and 2012. As allowed by the transition guidance in IFRS 11-Joint Arrangements, the mentioned standard was not applied to the year ended December 31, 2011.

/s/ Deloitte Auditores y Consultores, Ltda.

Santiago, Chile

April 28, 2014

LOGO

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Celulosa Arauco y Constitución S.A.

In our opinion, the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year ended December 31, 2011 present fairly, in all material respects, the results of operations and cash flows of Celulosa Arauco y Constitución S.A. and its subsidiaries for the year ended December 31, 2011, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Santiago, Chile

April 30, 2012, except for revisions described in Note 5 (not presented herein) to the consolidated financial statements appearing under Item 18 of the Company’s 2012 Annual Report on Form 20-F, as to which the date is April 30, 2013

LOGO

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	Note	12-31-2013 ThU.S.$		12-31-2012 Restated ThU.S.$		01-01-2012 Restated ThU.S.$

Assets
Current Assets
Cash and cash equivalents	5		667,212		488,498		336,367
Other current financial assets	23		3,089		6,105		1,388
Other current non-financial assets	25		188,964		221,214		219,416
Trade and other current receivables	23		711,678		835,932		747,319
Accounts receivable from related companies	13		8,243		8,851		4,184
Current Inventories	4		900,590		822,376		799,536
Current biological assets	20		256,957		262,498		286,149
Current tax assets			61,174		56,959		37,153

Total Current Assets other than assets or disposal groups classified as held for sale			2,797,907		2,702,433		2,431,512

Non-Current Assets or disposal groups classified as held for sale	22		10,414		83,084		15,293

Total Current Assets			2,808,321		2,785,517		2,446,805
Non-Current Assets
Other non-current financial assets	23		48,778		69,643		52,358
Other non-current non-financial assets	25		125,052		125,254		105,942
Trade and other non-current receivables	23		40,729		62,477		78,596
Investments accounted for using equity method	15-16		349,412		382,427		362,798
Intangible assets other than goodwill	19		99,651		105,234		18,164
Goodwill	17		88,141		94,978		59,124
Property, plant and equipment	7		7,137,467		6,816,742		5,952,497
Non-current biological assets	20		3,635,246		3,610,572		3,591,985
Deferred tax assets	6		160,598		206,770		135,890
Total non-Current Assets			11,685,074		11,474,097		10,357,354
Total Assets			14,493,395		14,259,614		12,804,159

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

F-1

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)


	Note	12-31-2013 ThU.S.$			12-31-2012 Restated ThU.S.$			01-01-2012 Restated ThU.S.$

Equity and liabilities
Liabilities
Current Liabilities
Other current financial liabilities	23		893,605			844,182			259,305
Trade and other current payables	23		630,980			572,646			459,198
Accounts payable to related companies	13		14,406			9,168			9,785
Other current provisions	18		9,696			9,176			8,900
Current tax liabilities			4,472			12,264			144,989
Current provisions for employee benefits	10		3,814			3,945			3,307
Other current non-financial liabilities	25		125,043			95,347			224,160

Total Current Liabilities			1,682,016			1,546,728			1,109,644
Non-Current Liabilities
Other non-current financial liabilities	23		4,156,992			4,133,895			3,232,041
Non-current Payables			361			—			—
Other non-current provisions	18		24,167			13,285			9,688
Deferred tax liabilities	6		1,462,295			1,455,052			1,261,945
Non-current provisions for employee benefits	10		42,170			43,491			36,102
Other non-current non-financial liabilities	25		80,854			101,404			124,589
Total non - current liabilities			5,766,839			5,747,127			4,664,365
Total liabilities			7,448,855			7,293,855			5,774,009
Equity
Issued capital			353,618			353,176			353,176
Retained earnings			7,004,640			6,757,795			6,683,252
Other reserves			(365,960	)		(219,649	)		(96,821	)

Equity attributable to parent company			6,992,298			6,891,322			6,939,607

Non-controlling interests			52,242			74,437			90,543
Total equity			7,044,540			6,965,759			7,030,150
Total equity and liabilities			14,493,395			14,259,614			12,804,159

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

F-2

CONSOLIDATED STATEMENTS OF INCOME


		January-December
	Note	2013 ThU.S.$			2012 Restated ThU.S.$			2011 ThU.S.$
Income Statement

Revenue	9		5,145,500			4,298,663			4,374,495
Cost of sales	3		(3,557,210	)		(3,163,432	)		(2,882,455	)
Gross profit			1,588,290			1,135,231			1,492,040
Other income	3		385,055			408,251			475,014
Distribution costs	3		(523,587	)		(452,760	)		(477,628	)
Administrative expenses	3		(544,694	)		(479,625	)		(415,521	)
Other expense	3		(136,812	)		(105,325	)		(90,313	)
Other gains (losses)			—			16,133			—
Profit (loss) from operating activities			768,252			521,905			983,592
Finance income	3		19,062			23,476			24,589
Finance costs	3		(232,843	)		(236,741	)		(196,356	)
Share of profit (loss) of associates and joint ventures accounted for using equity method	15		6,260			18,933			(11,897	)
Exchange rate differences			(11,797	)		(17,245	)		(26,643	)
Income before income tax			548,934			310,328			773,285
Income Tax	6		(130,357	)		(166,787	)		(152,499	)
Income from continuing operations			418,577			143,541			620,786
Profit (loss) from discontinued operations
Net Income			418,577			143,541			620,786

Net income attributable to
Net income attributable to parent company			385,657			138,883			612,553
Income attributable to non-controlling interests			32,920			4,658			8,233
Profit (loss)			418,577			143,541			620,786


Basic earnings per share
Earnings per share from continuing operations			0.0034081			0.0012274			0.0054135

Basic earnings per share			0.0034081			0.0012274			0.0054135


Earnings per diluted shares
Earnings per diluted share from continuing operations			0.0034081			0.0012274			0.0054135

Basic earnings per diluted share			0.0034081			0.0012274			0.0054135

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

F-3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		January-December
	Note	2013 ThU.S.$			2012 Restated ThU.S.$			2011 ThU.S.$
Profit (loss)			418,577			143,541			620,786
Components of other comprehensive income that will not be reclassified to profit or loss before tax:
Other comprehensive income before tax actuarial gains losses on defined Benefit plans	10		(4,143	)		(3,838	)		—

Share of other comprehensive income of associates and joint ventures accounted for using equity method that will not be reclassified to profit or loss before tax			2,222			445			(3,502	)

Other Comprehensive Income that will not be reclassified to profit or loss before tax			(1,921	)		(3,393	)		(3,502	)

Components of other comprehensive income that may be reclassified to profit or loss before tax:

Exchange differences on translation

Gains (losses) on exchange differences on translation, before tax	11		(174,985	)		(105,250	)		(145,775	)

Other Comprehensive Income before tax exchange differences on translation			(174,985	)		(105,250	)		(145,775	)

Cash flow hedges

Gains (losses) on cash flow hedges, before tax	23		29,359			(23,188	)		(12,767	)

Other Comprehensive Income before tax Cash flow hedges			29,359			(23,188	)		(12,767	)

Other Comprehensive income that may be reclassified to profit or loss before tax			(145,626	)		(128,438	)		(158,542	)

Income tax relating to components of other comprehensive Income that will not be reclassified to profit or loss before tax

Income tax relating to defined benefit plans of other comprehensive income			829			768			—

Income tax relating to components of other comprehensive Income that may be reclassified to profit or loss before tax

Income tax relating to cash flow hedges of other comprehensive income	6-23		(4,850	)		4,823			932
Other comprehensive income			(151,568	)		(126,240	)		(161,112	)

Comprehensive income			267,009			17,301			459,674

Comprehensive Income attributable to
Comprehensive income, attributable to owners of parent company			239,346			16,055			456,978
Comprehensive income, attributable to non-controlling interests			27,663			1,246			2,696

Total comprehensive income			267,009			17,301			459,674

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

F-4

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


12-31-2013	Issue Capital ThU.S.$		Reserve of exchange differences on translation ThU.S.$			Reserve of cash flow hedges ThU.S.$			Reserve of actuarial gains or losses on defined benefit plans ThU.S.$			Several Other Reserves ThU.S.$			Other Reserves ThU.S.$			Retained Earnings ThU.S.$			Equity attributable to owners of parent T.hU.S.$			Non - controlling interests ThU.S.$			Total Equity ThU.S.$
Opening balance at 01/01/2013 as previously reported		353,176		(169,377	)		(45,110	)		—			(2,092	)		(216,579	)		6,754,725			6,891,322			74,437			6,965,759
Increase (decrease) through Changes in Accounting policies							(906	)		(3,070	)		906			(3,070	)		3,070			—						—
Opening balance restated		353,176		(169,377	)		(46,016	)		(3,070	)		(1,186	)		(219,649	)		6,757,795			6,891,322			74,437			6,965,759
Changes in Equity:
Comprehensive income
Net income																			385,657			385,657			32,920			418,577
Other comprehensive income, net of tax				(169,728	)		24,509			(3,314	)		2,222			(146,311	)					(146,311	)		(5,257	)		(151,568	)
Comprehensive income		—		(169,728	)		24,509			(3,314	)		2,222			(146,311	)		385,657			239,346			27,663			267,009
Issue of Equity		442																				442			(442	)		—
Dividends																			(138,812	)		(138,812	)		(29,760	)		(168,572	)
Increase (decrease) through for transfers and other changes equity																						—			(17,392	)		(17,392	)
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control																—						—			(2,264	)		(2,264	)
Changes in equity		442		(169,728	)		24,509			(3,314	)		2,222			(146,311	)		246,845			100,976			(22,195	)		78,781
Closing balance at 12/31/2013		353,618		(339,105	)		(21,507	)		(6,384	)		1,036			(365,960	)		7,004,640			6,992,298			52,242			7,044,540

F-5


12-31-2012	Issue Capital ThU.S.$		Reserve of exchange differences on translation ThU.S.$			Reserve of cash flow hedges ThU.S.$			Reserve of actuarial gains or losses on defined benefit plans ThU.S.$			Several Other Reserves ThU.S.$			Other Reserves ThU.S.$			Retained Earnings ThU.S.$			Equity attributable to owners of parent T.hU.S.$			Non - controlling interests ThU.S.$			Total Equity ThU.S.$
Opening balance at 01/01/2012		353,176		(67,539	)		(25,914	)		—			(3,368	)		(96,821	)		6,683,252			6,939,607			90,543			7,030,150
Increase (decrease) through Changes in Accounting policies							(1,737	)					1,737			0						0						0
Opening balance restated		353,176		(67,539	)		(27,651	)		0			(1,631	)		(96,821	)		6,683,252			6,939,607			90,543			7,030,150
Changes in Equity:
Comprehensive income
Net income																			138,883			138,883			4,658			143,541
Other comprehensive income, net of tax				(101,838	)		(18,365	)		(3,070	)		445			(122,828	)					(122,828	)		(3,412	)		(126,240	)
Comprehensive income		—		(101,838	)		(18,365	)		(3,070	)		445			(122,828	)		138,883			16,055			1,246			17,301
Dividends																—			(64,340	)		(64,340	)		(17,352	)		(81,692	)
Changes in equity		—		(101,838	)		(18,365	)		(3,070	)		445			(122,828	)		74,543			(48,285	)		(16,106	)		(64,391	)
Closing balance at 12/31/2012 (restated)		353,176		(169,377	)		(46,016	)		(3,070	)		(1,186	)		(219,649	)		6,757,795			6,891,322			74,437			6,965,759

F-6


12-31-2011	Issue Capital ThU.S.$		Reserve of exchange differences on translation ThU.S.$			Reserve of cash flow hedges ThU.S.$			Reserve of actuarial gains or losses on defined benefit plans ThU.S.$		Several Other Reserves ThU.S.$			Other Reserves ThU.S.$			Retained Earnings ThU.S.$			Equity attributable to owners of parent T.hU.S.$			Non - controlling interests ThU.S.$			Total Equity ThU.S.$
Opening balance at 01/01/2011		353,176		72,699			(14,079	)		—		134			58,754			6,320,264			6,732,194			108,381			6,840,575
Changes in equity:
Comprehensive income:
Net income																		612,553			612,553			8,233			620,786
Other comprehensive income, net of tax				(140,238	)		(11,835	)		—		(3,502	)		(155,575	)					(155,575	)		(5,537	)		(161,112	)
Comprehensive income		—		(140,238	)		(11,835	)		—		(3,502	)		(155,575	)		612,553			456,978			2,696			459,674
Dividends																		(249,565	)		(249,565	)					(249,565	)
Increase (decrease) for transfer and other changes																								(20,534	)		(20,534	)
Changes in equity		—		(140,238	)		(11,835	)		—		(3,502	)		(155,575	)		362,988			207,413			(17,838	)		189,575
Closing balance at 12/31/2011		353,176		(67,539	)		(25,914	)		—		(3,368	)		(96,821	)		6,683,252			6,939,607			90,543			7,030,150

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

F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS


	12-31-2013 ThU.S.$			12-31-2012 Restated ThU.S.$			12-31-2011 ThU.S.$
STATEMENTS OF CASH FLOWS
Cash Flows from (used in) Operating Activities
Classes of cash receipts from operating activities
Receipts from sales of goods and rendering of services		5,609,104			4,735,391			4,606,542
Receipts from premiums and claims, annuities and other policy benefits		29,840			132,983			270,663
Other cash receipts from operating activities		408,257			292,281			276,650
Classes of cash payments
Payments to suppliers for goods and services		(4,117,942	)		(3,869,977	)		(3,532,728	)
Payments to and on behalf of employees		(573,538	)		(434,205	)		(329,158	)
Other cash payments from operating activities		(196,775	)		(33,001	)		(5,151	)
Interest paid		(223,571	)		(184,029	)		(180,046	)
Interest received		18,451			8,916			14,009
Income taxes refund (paid)		(55,272	)		(203,178	)		(138,621	)
Other (outflows) inflows of cash, net		(834	)		(2,787	)		(1,643	)

Net Cash flows from Operating Activities		897,720			442,394			980,517

Cash flows (used in) investing activities

Cash flow used in obtaining control of subsidiaries or other businesses		—			(253,808	)		(6,972	)
Cash flow used to contributions in associates		—			(13,560	)		(242,360	)
Other cash receipts from sales of participations in joint ventures		—			6,607			—
Capital contributions to joint ventures		—			(3,713	)		(177,397	)
Loans to related parties		—			—			(199,666	)
Proceeds from sale of property, plant and equipment		116,639			12,329			14,023
Purchase of property, plant and equipment		(645,388	)		(959,037	)		(591,328	)
Proceeds from sales of intangible assets		—			3,250			—
Purchase of intangible assets		(5,889	)		(8,623	)		(7,619	)
Proceeds from sale of other long-term assets		28,992			3,305			5,074
Purchase of biological assets		(213,244	)		(139,954	)		(139,360	)
Cash receipts from repayment of advances and loans made to other parties classified as investing activities		5,000			—			—
Cash receipts from repayment of advances and loans made to related parties		—			—			134,166
Dividends received		18,562			3,531			1,720
Other outflows of cash, net		7,708			3,824			2,582

Cash flows used in Investing Activities		(687,620	)		(1,345,849	)		(1,207,137	)

Cash flows from (used in) Financing Activities

Total loans obtained		1,351,682			2,230,205			713,624
Proceeds from short-term borrowings		394,464			1,328,634			—
Loans obtained in long term		957,218			901,571			713,624
Repayments of borrowings		(1,216,917	)		(976,363	)		(901,310	)
Dividends paid by the parent company		(140,054	)		(196,816	)		(270,767	)
Dividends paid by subsidiaries or special purpose companies		—			—			(20,745	)
Other inflows of cash, net		(2,487	)		(1,544	)		(1,986	)
Cash flows from (used in) Financing Activities		(7,776	)		1,055,482			(481,184	)

Net increase (decrease) in Cash and Cash Equivalents before effect of exchange rate changes		202,324			152,027			(707,804	)
Effect of exchange rate changes on cash and cash equivalents		(23,610	)		104			(20,129	)

Net increase (decrease) of Cash and Cash equivalents		178,714			152,131			(727,933	)

Cash and cash equivalents, at the beginning of the period (*)		488,498			336,367			1,043,834

Cash and cash equivalents, at the end of the period		667,212			488,498			315,901

(*)	See Note 2

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

F-8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

PRESENTATION OF FINANCIAL STATEMENTS

Entity Information

Name of Reporting Entity

Celulosa Arauco y Constitución S.A. and subsidiaries, (here after “Arauco” or the “Company”), tax identification number 93,458,000-1, is a closely held corporation, that was registered in the Securities Registry (the “Registry”) of the Superintendency of Securities and Insurance (the “Superintendency”) as No. 042 on June 14, 1982. Forestal Cholguán S.A., subsidiary of Arauco, is also registered in the Registry as No. 030. Additionally, the Company is registered as a non-accelerated filer with the Securities and Exchange Commission of the United States of America.

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

Arauco is principally engaged in the production and sale of forestry and timber products. Its main operations are focused on the following business areas: Pulp, Plywood and Fiberboard Panels, Sawn Timber and Forestry.

Arauco is controlled by Empresas Copec S.A., which owns 99.9779% of Arauco, and is registered in the Registry as No. 0028. Each of the above companies is subject to the oversight of the Superintendency.

The ultimate shareholders of Arauco are Mrs. Maria Noseda Zambra de Angelini, Mr. Roberto Angelini Rossi and Mrs. Patricia Angelini Rossi through the entity Inversiones Angelini y Cia. Ltda., which owns 63.4015% of the shares of AntarChile S.A., the controlling shareholder of our parent company Empresas Copec S.A.

Arauco’s Consolidated Financial Statements were prepared on a going concern basis.

Presentation of Financial Statements

The Financial Statements presented by Arauco as of December 31, 2013 are:

•

Consolidated Balance Sheets as of December 31, 2013 and 2012 and as of January 1, 2012.

•

Consolidated Statements of Income for the periods ended December 31, 2013, 2012 and 2011.

•

Consolidated Statements of Comprehensive Income for the periods ended December 31, 2013, 2012 and 2011.

•

Consolidated Statements of Changes in Equity for the periods ended December 31, 2013, 2012 and 2011.

•

Consolidated Statements of Cash Flows for the periods ended December 31, 2013, 2012 and 2011.

•

Notes to the consolidated financial statements.

F-9

Date of Approval of Financial Statements

These consolidated financial statements were authorized and approved for issuance by the Board of Directors of the Company (the “Board”) at the Extraordinary Session N° 502 held on March 7, 2014, for the period ended at December 31, 2013.

Initials used in this report:

IFRS - International Financial Reporting Standards

IASB - International Accounting Standards Board

IAS - International Accounting Standards

IFRIC - International Financial Reporting Standards Interpretations Committee

ThUS$ - Thousands of U.S. dollars

UF - Inflation index-linked units of account

EBITDA - Earnings Before Interest, Taxes, Depreciation, and Amortization

ICMS - Tax movement of inventories and services (Brazil)

Functional and Presentation Currency

Arauco and most of its subsidiaries has determined the United States (“U.S.”) Dollar as its functional currency since majority of its revenues from sales of its products are from exports denominated in U.S. Dollars, while its costs of sales are to a large extent related or indexed to the U.S. Dollar.

For the pulp operating segment, most of the sales are exports denominated in U.S. Dollars, and the costs are related mainly to plantation costs which are settled in U.S. Dollars.

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

In relation to cost of sales, although the costs of labor and services are generally billed and paid in local currency, these costs are not as significant as the costs of raw materials, which are driven mainly by global markets and therefore, influenced mostly by the U.S. Dollar.

The presentation currency of the consolidated financial statements is the U.S. Dollar.

Figures on these consolidated financial statements are presented in thousands of U.S. Dollar (ThUS$).

In these consolidated financial statements all relevant information required by IFRS has been presented.

F-10

Additional Information Relevant to the Understanding of the Financial Statements

The company Fondo de Inversión Bío Bío and its subsidiary Forestal Río Grande S.A. were consolidated into the financial statements of Arauco up to September 2013 which was the date where Arauco lost control of these investments. This transaction has not had significant effects in the consolidated financial statements.

All financial statements at December 31, 2012 and the Statement of Financial Position at January 1, 2012, have been adjusted to express the final determination of fair values to the investment in Flakeboard (Note 14) in accordance with IFRS3 and express the recognition of assets, liabilities and results according to their participation of investment in Uruguay, which qualifies as joint operations according to IFRS11 (Note 16)

Compliance and adoption of IFRS

The accompanying consolidated financial statements of Arauco present in all material respects its financial position, its results of operations and its cash flows in accordance with IFRS as issued by the IASB.

This presentation is required to give a faithful representation of the effects of transactions, as well as other events and conditions, according to the definitions and criteria established within the conceptual framework of IFRS for the recognition of assets, liabilities, income and expenses.

Summary of significant accounting policies

The accompanying consolidated financial statements were prepared in accordance with Arauco’s accounting policies, which have been consistently applied to all periods presented in these consolidated financial statements.

a)	Basis for presentation of financial statements

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and they represent the integral, explicit and unreserved adoption of IFRS.

The consolidated financial statements have been prepared on the historical cost basis, except for biological assets and certain financial instruments which are measured at revalued amounts or fair value at the end of each period as explained in the following significant accounting policies. Generally, historical cost is based on the fair value of the consideration given in exchange for goods and services.

b)	Critical accounting estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the carrying amounts reported. These estimates are based on historical experience and various other assumptions that are considered to be reasonable. Actual results may differ from these estimates. Management believes that the accounting policies below are the critical judgments that have the most significant effect on the amounts recognized in the consolidated financial statements.

F-11

- Property, Plant and Equipment

In an asset acquisition, management values the acquired property, plant and equipment and their useful lives in consultation with third party experts.

The carrying amounts of property, plant and equipment are reviewed whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. The recoverable amount of an asset is the higher of fair value less costs to sell and its value in use, with an impairment loss recognized whenever the carrying amount exceeds the recoverable amount. The value in use is calculated using a discounted cash flow model, which is most sensitive to the discount rate as well as the expected future cash inflows.

- Fair Value of Financial Instruments

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

Detailed financial information about the fair value of financial instruments and sensitivity analysis are presented in Note 23.

-Biological Assets

The recovery of forest plantations is based on discounted cash flow models which mean that the fair value of biological assets is calculated using cash flows from continuing operations on a discounted basis, based on our sustainable forest management plans and the estimated growth of forests.

These discounted cash flows require estimates in growth, harvest, sales prices and costs. It is therefore important that management make appropriate estimates of future levels and trends for sales and costs, as well as conduct regular surveys of the forests to establish the volumes of wood available for harvesting and their current growth rates. The main considerations used to measure forest plantations are presented in Note 20, including a sensitivity analysis.

-Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. Arauco estimates the value either based on appraisals and/or the future cash flows expected to arise from the cash-generating unit and suitable discount rate in order to calculate present value.

-Employee benefits

The cost of defined employee benefits for termination of employment, as well as the present value of the obligation is determined using actuarial valuations. The actuarial valuations involve making assumptions about discount rates, staff turnover, future salary increases and mortality rates.

F-12

-Litigation and Contingencies

Arauco and its subsidiaries are subject to certain litigation proceedings. Future effects on Arauco’s financial condition resulting from such litigation are estimated by management, in collaboration with its legal advisors. Arauco recognizes provisions on each statement of financial position date and/or upon each substantial modification to an underlying claim of any such litigation. For a description of current litigations see Note 18.

c)	Consolidation

The consolidated financial statements include all entities over which Arauco has the power to direct the relevant financial and operating activities, which is presumed to exist when Arauco holds more than one half of the voting rights of an entity so as to obtain benefits from its activities. Subsidiaries (including special purpose entities) are consolidated from the date on which control is obtained and up to the date that control ceases.

Specifically, a company controls an investee if, and only if, they have all of the following:

(a) power over the investee, i.e. the investor has existing rights which give it the ability to direct the relevant activities (the activities that significantly affect the investee’s returns)

(b) exposure, or rights, to variable returns from involvement with the investee; and

IFRS sets out requirements on how to apply the control principle:

(a) in circumstances when voting rights or similar rights give an investor power, including situations where the investor holds less than a majority of voting rights and in circumstances involving potential voting rights.

(b) in circumstances when an investee is designed so that voting rights are not the dominant factor in deciding who controls the investee, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.

(d) in circumstances when the investor has control over specified assets of an investee.

IFRS requires an investor to reassess whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

When preparing consolidated financial statements, an entity must use uniform accounting policies for reporting like transactions and other events in similar circumstances. Intragroup balances and transactions must be eliminated. Non-controlling interests in subsidiaries must be presented in the consolidated statement of financial position within equity, separately from the equity attributable to owners of the parent company.

The profit or loss of each component of other comprehensive income is attributed to owners of the parent company and the non-controlling interest, as appropriate. Total comprehensive income is attributed to the owners of the parent company and non-controlling interests even if the results of the non-controlling interest have a deficit balance.

F-13

If a subsidiary uses accounting policies different than those adopted in the consolidated financial statements for transactions and other events in similar circumstances, appropriate adjustments are made in the financial statements of subsidiaries to prepare consolidated financial statements to ensure compliance with Arauco’s accounting policies.

All intercompany transactions and unrealized gains and losses from subsidiaries have been fully eliminated from consolidated financial statements and non-controlling interests is presented in the consolidated statement of financial position within equity, separately from the equity of the owners of the parent company.

The consolidated financial statements corresponding to the periods ended December 31, 2013, 2012 and 2011 include the assets, liabilities, income and expenses of the subsidiaries shown in Note 13.

Certain consolidated subsidiaries have Brazilian Reales and Chilean Pesos as their functional currencies. For consolidation purposes, the financial statements of those subsidiaries have been prepared in accordance with IFRS and translated into the presentation currency as indicated in Note 1 (e) (ii).

d)	Segments

Arauco has defined its operating segments according to its business areas, based on the products and services sold to its customers. This definition is consistent with the management, resource allocation and performance assessment made by key personnel responsible for making relevant decisions related to the Company’s operation. The Chief Operating Decision Maker (CODM) is the Chief Executive Officer who is responsible for making these decisions and it is supported by the Corporate Managing Directors of each segment.

Based on the aforementioned process, the Company has established operating segments according to the following business units:

•

Pulp

•

Panels

•

Sawn Timber

•

Forestry

Refer to Note 24 for detailed financial information by operating segment.

e)	Functional currency

(i) Functional currency

All items in the financial statements of Arauco and each of its subsidiaries, associates and jointly controlled entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The consolidated financial statements are presented in U.S. dollars, which is Arauco’s functional and presentation currency.

F-14

(ii) Translation to the presentation currency of Arauco

For the purposes of presenting consolidated financial statements, the assets and liabilities of Arauco’s operations in functional currency different from Arauco’s are translated into U.S. dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange rate differences are recognized in other comprehensive income and accumulated in Other reserves within -equity.

(iii) Foreign Currency Transactions

Transactions in currencies other than the functional currency are recognized at the exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Profit or loss on transactions in currencies other than the functional currency resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognized in the statement of income, except those which are recorded in other comprehensive income and accumulated in equity such as cash flows hedging derivatives.

f)	Cash and cash equivalents

Cash and cash equivalents include cash-in-hand, deposits held on demand at banks and other short term highly liquid investments with an original maturity of three months or less and which are subject to an insignificant risk of changes in value.

g)	Financial Instruments

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

(i) Financial assets and liabilities measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading, or those designated as FVTPL. A financial asset is classified in this category if it is acquired principally for the purpose of selling it in the short term.

F-15

A financial asset is classified as held for trading if:

•

it has been acquired principally for the purpose of selling it in the near term; or

•

on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

•

it is a derivative that is not designated and effective as a hedging instrument

•

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

•

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

•

the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

•

it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at FVTPL.

Derivatives are also classified as held for trading unless they are designated and effective as hedging instruments. Assets in this category are classified as current assets and the obligation for these instruments is presented under other financial liabilities within the statement of financial position.

Regular purchases and sales of financial assets are recognized on the trade date, which is the date on which Arauco commits itself to purchase or sell the asset.

The financial assets at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the statement of income. They are subsequently measured at fair value with any gains or losses from changes in fair value recognized in profit or loss.

Interest Rate and Currency Swaps: Swaps are measured using the discounted cash flow method at a discount rate consistent with the risk of the operation.

Foreign Exchange and Interest Rate Forwards: These instruments are initially recognized at fair value at the date on which the contract is entered into and are subsequently remeasured at fair value at each reporting date. Forwards are recognized as assets when fair value is positive and, as liabilities when fair value is negative.

The fair value of foreign exchange forward contracts is calculated by reference to current forward exchange rates for contracts with similar maturities.

The fair value of interest rate forward contracts is calculated by reference to the difference of the existing interest rates between the interest rate contractually agreed and the market interest rate at the end of each reporting period.

Mutual Funds: They are highly liquid instruments that are sold in the short term and are carried at their net asset value at the end of each period.

F-16

(ii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Group has the intent and ability to hold to maturity. They are initially recorded at fair value and after initial recognition, held-to- maturity investments are measured at amortized cost using the effective interest method less any impairment

(iii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are classified as current assets, except for those with maturities more than 12 months after the reporting period, which are classified as non-current assets. Loans and receivables include trade and other receivables.

Loans and receivables are initially recognized at fair value and subsequently are measured at amortized cost using the effective interest rate method, less any impairment.

Repurchase Agreements: These are recognized at their initial investment cost plus accrued interest at the end of each reporting period. These contracts have maturities of less than 30 days.

Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’ and are initially recorded at fair value.

(i) Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

•

it has been incurred principally for the purpose of repurchasing it in the near term; or

•

on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

•

it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

•

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

•

the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

•

it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at FVTPL.

F-17

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the Finance income or Finance costs line item in the consolidated statements of income.

(ii) Other financial liabilities

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

h)	Derivative financial instruments

(i) Financial Derivatives - The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, interest rate swaps and cross currency swaps. The group’s policy is that all derivative contracts are hedging contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re measured at fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss unless the derivative is designated and effective as a hedging instrument under IAS 39, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

(ii) Embedded derivatives - The Company assesses the existence of embedded derivatives in financial instrument contracts. Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at FVTPL. Arauco has determined that no embedded derivatives currently exist.

(iii) Hedge accounting - The Group designates certain hedging instruments as either fair value hedges or cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, under IAS 39.

-Fair Value Hedges under IAS 39 - Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in the hedged Item attributable to the hedged risk are recognized in profit or loss in the line item relating to the hedged item.

F-18

-Cash flow hedges under IAS 39 - The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the Finance costs line item in the consolidated statement of income. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated In equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at that time remains in equity and is recognized when the forecasted transaction is ultimately recognized in profit or loss. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

i)	Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method.

The cost of finished goods and works in process includes the cost of raw materials, direct labor, other direct costs and general overhead expenses, excluding interest expenses.

Initial costs of harvested wood are determined at fair value less cost of sale at the point of harvest.

Biological assets are transferred to inventories when forests are harvested.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When market conditions result in the production costs of a product exceeding its net realizable value, the inventories are written-down to their net realizable value. This write-down also includes obsolescence amounts resulting from slow moving inventories and technical obsolescence.

Spare parts that will be consumed in a period of less than twelve months are presented in inventories and recognized as an expense when they are consumed.

j)	Non-current assets held for sale

The Group classifies property, plant and equipment, intangible assets, investments in associates and groups subject to expropriation (groups of assets to be sold together with their directly associated liabilities) as non-current assets held for sale which as of the closing date of the statement of financial position are the subject of active sale efforts and for which the completion is estimated to be highly probable.

F-19

These assets or groups subject to expropriation are valued at the lower of the carrying amount or the estimated retail value less the costs to carry out the sale, and are no longer amortized from the time they are classified as non-current assets held for sale.

k)	Business Combinations

Arauco applies the acquisition method to account for a business combination. This method requires the identification of the acquirer, determination of the acquisition date, recognition and measurement of the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; and recognition and measurement of goodwill or a gain from a bargain purchase. Identifiable assets acquired and liabilities assumed and any contingent liabilities in a business combination are initially measured at fair value at the acquisition date, except:

-deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;

-liabilities or equity instruments related to share-based payment arrangements of the acquire or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquire are measured in accordance with IFRS 2 at the acquisition date (see note 3.16.2); and

-assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with such standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purposes of impairment testing, goodwill in a business combination is allocated as of the acquisition date to the cash generating unit of the group or groups of cash generating units expected to benefit from the synergies of the combination irrespective of whether other assets or liabilities of the acquire are allocated to those units or groups of units.

Acquisition-related costs are accounted for as expenses when they are incurred, except for costs to issue debt or equity securities which are recognized in accordance with IAS 32 and IAS 39.

A parent will present non-controlling interests in the consolidated statement of financial position within equity, separately from the equity of the owners of the parent company.

Changes in the ownership interest of a parent in its subsidiary that do not result in a loss of control are treated as equity transactions. Any difference between the amount which non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the parent company. No adjustment is made to the carrying amount of goodwill, neither gains or losses are recognized in the income statement.

F-20

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may initially be measured either at fair value or at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The choice is made on a transaction-by-transaction basis.

Arauco measures the fair value of the acquired company in the business combination on a step by step basis, recognizing the effects of change in participation of the profit or loss in the statement of income.

If the initial accounting for a business combination is not completed by the end of the reporting period in which the combination occurs, Arauco reports preliminary amounts for the items for which the accounting is incomplete. During the measurement period (no more than one year), these preliminary amounts are retrospectively adjusted, or additional assets or liabilities are recognized to reflect new information about facts and circumstances that existed at the acquisition date, if known, would have affected the amounts recognized at that date.

Business combinations that are common control transactions are accounted using as reference the pooling of interest. Under this method, assets and liabilities related to the transaction carries over the previous carrying values. Any difference between assets and liabilities included in the consolidation and the consideration transferred, is accounted in equity.

l)	Investments in associates and joint arrangements

Associates are entities over which Arauco exercises significant influence, but not control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Joint arrangement is defined as an entity over which there is joint control, which exists only when the decisions about strategic of activities, both financial and operational, require the unanimous consent of the parties sharing control.

Investments in joint arrangements are classified as a joint venture or as a joint operation. A joint operation is a joint arrangement in which the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement in which the parties that have joint control of the arrangement (i.e., participants in a joint venture) have rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted for using the equity method and are initially recognized at cost. Their carrying amount is increased or decreased to recognize Arauco’s share of the profit or loss and other comprehensive income (exchange rate differences on translation to the presentation currency) of the associate or joint venture. Dividends received are recognized by deducting the amount received from the carrying amount of the investment. Arauco’s investment in associates includes goodwill.

The investments in joint operations recognize the assets, liabilities and results of operations in relation to Arauco’s ownership percentage.

If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

F-21

Investments in associates and joint ventures are presented in the consolidated statement of financial position in the line item “Investments accounted for using equity method”.

If Arauco’s share of losses of an associate or joint venture equals or exceeds its interest in the associate or joint venture, Arauco discontinues recognizing its share of further losses. After Arauco’s carrying value in the investee is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that Arauco has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, Arauco resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

m)	Intangible assets

After initial recognition, intangible assets with finite useful lives are carried at cost less any accumulated amortization and impairment losses.

Amortization of an intangible asset with a finite useful life is allocated over the asset’s useful life. Amortization begins when the asset is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

(i) Computer Software

Computer software licenses are capitalized in terms of the costs incurred to acquire and make them compatible with existing software. These costs are amortized over the estimated useful lives of the software.

(ii) Water Rights, Easements and Other Rights

This item includes water rights, easements and other acquired rights recognized at historical cost which have indefinite useful lives as there is no foreseeable limit to the period over which these assets are expected to generate future cash flows. These rights are not amortized, but are tested for impairment at least annually, or when there is any indication that the assets might be impaired.

(iii) Customers and trade relations with customers

Correspond to the valuation over the time of the established relationship with customers, from the sale of products and services through its sales team. These relations will materialize in sales orders, which generate revenue and cost of sales. The useful life has been determined to be 15 years.

n)	Goodwill

Goodwill generated in the acquisition of an entity is measured as the excess of the sum of the consideration paid, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is not amortized but is tested for impairment on annual basis.

The goodwill generated on acquisitions of foreign companies, is controlled in the functional currency of such foreign company.

F-22

Goodwill recognized for the acquisition of the subsidiary Arauco do Brasil S.A. whose functional currency is the Brazilian Real, is translated into U.S. Dollars at the closing exchange rate. At the date of these financial statements, the only change in the carrying amount of goodwill in Brazil is related to the net exchange rate differences on translation.

o)	Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost includes expenditures that are directly attributable to the acquisition of the assets.

Subsequent costs, such as improvements and replacement of components, are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Arauco and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized from property, plant and equipment. All other repairs and maintenance costs are expensed in the period in which they are incurred.

Arauco capitalizes borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets as part of the cost of those assets, until the assets are ready for their intended use (see Note 12).

Depreciation is calculated by components using the straight-line method.

The useful lives of the items of property, plant and equipment is estimated according to the expected use of the assets.

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

p)	Leases

Arauco applies IFRIC 4 to assess whether an arrangement is, or contains, a lease. Leases of assets in which Arauco substantially holds all the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

Finance leases are initially recognized at the lower of the fair value at the inception of the lease of the leased property and the present value of the minimum lease payments.

When assets are leased under a finance lease, the present value of lease payments are recognized as financial account receivables. Finance income, which is the difference between the gross receivable and the present value of such amount, is recognized as the interest rate of return.

Leases in which substantially all risks and rewards are not transferred to the lessee are classified as operating leases. Payments under operating leases (net of any incentives received from the lessor) are recognized as an expense on a straight-line basis over the lease term.

F-23

q)	Biological Assets

IAS 41 requires that biological assets, such as standing trees, are measured at fair value in the statement of financial position. Forestry plantations are accounted for at fair value less costs to sell, based on the presumption that fair values of these assets can be measured reliably.

The measurement of forestry plantations is based on discounted cash flow models whereby the fair value of the biological assets is determined using estimated future cash flows from continuing operations calculated using our sustainable forest management plans and including the estimated growth of the forests. This valuation is performed on the basis of each identifiable farm block and for each type of tree.

The measurement of new forestry plantations made during the current year, is made at cost, which corresponds to the fair value at that date. After twelve months, the valuation methodology used is that explained in the preceding paragraph.

Biological assets shown as current assets correspond to those forestry plantations that will be harvested in the short term.

Biological growth and changes in fair value of forestry plantations are recognized in the line item Other income in the consolidated statement of income.

The Company holds fire insurance policies for its forestry plantations which, together with company resources and efficient protection measures for these plantation assets allow financial and operational risks to be minimized.

r)	Income tax expense and deferred income tax assets and liabilities.

The tax liabilities are recognized in the financial statements based on the determination of taxable income for the year and calculated using the tax rates in force in the countries where Arauco operates.

Deferred income tax is recognized using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and that are expected to apply when the related deferred tax asset is realized or the deferred income tax liability is settled.

The goodwill arising on business combinations does not give rise to deferred tax.

The deferred tax assets and tax credits are generally recognized for all deductible temporary differences to the extent that it is probable that future taxable profit will be available against which those deductible temporary differences can be utilized.

s)	Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period.

F-24

t)	Revenue recognition

Revenues are recognized when Arauco has transferred the risks and rewards of ownership to the buyer and Arauco retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. This means that generally revenues are recorded upon delivery of goods to customers in accordance with the agreed terms of delivery.

(i) Revenue recognition from the Sale of Goods

Revenue from the sale of goods is recognized when Arauco has transferred to the buyer the significant risks and rewards of ownership of the goods, when the amount of revenue can be reliably measured, when Arauco does not retain any managerial involvement over the goods sold and when it is probable that the economic benefits associated with the transaction will flow to Arauco and the costs incurred in respect of the transaction can be measured reliably.

Sales are recognized in terms of the price agreed to in the sales contract, less any volume discounts and estimated product returns at the date of the sale. Volume discounts are evaluated in terms of estimated annual purchases. There is no significant financing component given that receivables from sales are collected within a short period, which is in line with market practices.

(ii) Revenue recognition from Rendering of Services

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue is recognized by reference to the stage of completion of the transaction at the date of the reporting period, and when it is probable that the economic benefits associated with the transaction will flow to the Arauco.

Arauco mainly provides power supply services which are transacted principally in the spot market of the Sistema Interconectado Central (Central Interconnected System). According to current regulations, the prices on that market called “Marginal Costs” are calculated by the Centro de Despacho Económico de Carga del Sistema Interconectado Central (CDEC – SIC) (Economic Load Dispatch Center of the Central Interconnected System) and are generally recognized in the period in which the services are rendered.

Electrical power is generated as a by-product of the pulp and wood process and is a complementary business to it, which is initially supplied to the group’s subsidiaries and any surplus is sold to the CDEC-SIC.

Arauco provides other non-core services such as port services and pest control whose revenues are derived from fixed price service contracts, generally recognized during the period of the service contract on a straight-line basis over the term of the contract.

Revenues from operating segments mentioned in Note 24 are measured in accordance with the policies indicated in the preceding paragraphs.

Revenues from inter-segment sales (which are made at market prices) are eliminated in the consolidated financial statements.

F-25

u)	Minimum dividend

Article No. 79 of the Chilean Corporations Law states that, unless otherwise unanimously agreed by the shareholders, corporations must distribute annually at least 30% of net income for the current year as cash dividend to shareholders determined in proportion to their shares or in the proportion established in the by-laws for preferred shares, if any, except where necessary to absorb accumulated losses from prior years.

The General Shareholders’ Meeting of Arauco agreed to distribute annual dividends at 40% of net distributable income, including an interim dividend to be distributed at year end. Dividends payable are recognized as a liability in the financial statements in the period when they are declared and approved by the Arauco’s shareholders or when arises the corresponding present obligation based on existing legislation or distribution policies established by the Shareholders’ Meeting.

The interim and final dividends are recorded in equity upon their approval by the Company’s Board of Directors and the shareholders.

Dividends payable are presented in the line item “Other current non financial liabilities” in the consolidated statement of financial position.

Dividends paid are not deductible for income tax purposes.

v)	Earning per share

Basic earnings per share are calculated by dividing the net income for the period attributable to the parent company by the weighted average number of ordinary shares outstanding during the period, excluding the average number of shares in the Company held by a subsidiary, if such circumstance exists.

Arauco has not performed any type of transaction with a potential dilutive effect that would cause diluted earnings per share to be different from basic earnings per share.

w)	Impairment

Non-financial Assets

The recoverable amount of property, plant and equipment and other assets with finite useful lives are measured whenever there is any indication that the assets have suffered an impairment loss. Among the indications to consider as evidence of impairment are significant declines in the assets’ market value, significant adverse changes in the technological environment, obsolescence or physical damages of assets and changes in the manner in which the asset is used or expected to be used). Arauco evaluates at the end of each reporting period whether there is any evidence of the indications above mentioned.

For this evaluation, assets are grouped at the lowest level of group of assets that generates cash flows independently.

Goodwill and intangible assets with indefinite useful life are tested annually for impairment or whenever circumstances indicate it. The recoverable amount of an intangible asset is the higher of its fair value less costs of disposal and its value in use. An impairment loss is recognized whenever the carrying amount exceeds the recoverable amount.

F-26

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

Except for goodwill, a previously recognized impairment loss is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Impairment losses are reversed so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. An impairment loss recognized for goodwill is not reversed in subsequent periods.

For the purposes of assessing impairment losses, assets are grouped at the lowest level for which there is identifiable cash flows separately for each cash-generating unit. Non-financial assets, other than goodwill, which had suffered an impairment loss, are reviewed at the end of each reporting period whether there is any indication that an impairment loss previously recognized may no longer exists or has decreased.

“Cash-generating units” are the smallest identifiable groups of those cash inflows that are largely independent of the cash inflow from other assets or groups of assets.

Goodwill is allocated to cash-generating units for impairment testing purposes. The allocation is made between cash-generating units or groups of cash generating units expected to benefit from the synergies of the combination.

Financial Assets

At the end of each reporting period, an evaluation is performed in order to identify whether there is any objective evidence that a financial asset or a group of financial assets may have been impaired. Financial assets are impaired only when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of a financial asset, the estimated future cash flows of the financial asset have been affected. Impairment losses are recognized in the consolidated statement of income.

The allowance for doubtful accounts is established when there is objective evidence that Arauco will not receive payments under the original sale terms. An allowance is made when the customer is a party to a bankruptcy court agreement or cessation of payments, and is written-off when Arauco has exhausted all levels of recovery of the receivable in a reasonable time.

The allowance for doubtful accounts is measured as the difference between the carrying amount of receivables and the present value of estimated future cash flows. The carrying amount of the receivable is reduced through the use of the allowance. If the impairment loss decreases in later periods, it is reversed either directly or by adjusting the provision for doubtful accounts, with effect in profit or loss.

F-27

x)	Employee Benefits

Arauco has severance payment obligations arising from voluntary termination of employment. These are paid to certain employees that have been employed by the Company for more than five years in accordance with conditions established within collective or individual employment contracts.

This is an estimate of the years of service-based severance payments to be recognized as a future termination payment liability, in accordance with contracts between Arauco and its employees and pursuant to actuarial valuation criteria for this type of liability. These obligations are considered a defined benefit plan.

The main factors considered for calculating the actuarial value of severance payments obligation for years of service are employee turnover, salary increases and life expectancy of the workers included in this benefit.

Actuarial gains and losses are recognized in other comprehensive income in the year they are incurred.

These obligations are treated as post-employment benefits.

y)	Employee Vacations

Arauco recognizes the expense for employee vacation according to labor legislation in each country on an accrual basis.

This obligation is presented in the line item “Trade and Other payables” in the consolidated statement of financial position.

z)	Recent accounting pronouncements

a) The following accounting pronouncements were effective as of January 1, 2013:


New Standards and interpretations	Content	Mandatory application for annual periods beginning on or after

IAS 19 revised	Employee Benefits Issued in September 2011, replaces IAS 19 (1998). This revised standard changes the recognition and measurement of the cost of defined benefit plans and termination benefits. Additionally, it includes modifications to the disclosures of all employee benefits.	January 1, 2013

IAS 27 revised	Separate Financial Statements Issued in May 2011, replaces IAS 27 (2008). The scope of this standard is restricted from this change only to separate financial statements, as aspects relating to the definition of control and consolidation were removed and included in IFRS 10. Early adoption is permitted in conjunction with IFRS 10, IFRS 11 and IFRS 12 and the amendment to IAS 28.	January 1, 2013

IAS 28	Investments in associates and joint ventures Issued in May 2011, regulates the accounting treatment of equity method investments in associates and joint ventures. Early adoption is permitted in conjunction with IFRS 10, IFRS 11 and IFRS 12 and the amendment to IAS 27.	January 1, 2013

F-28


IFRS 10	Consolidated Financial Statements Issued in May 2011, replaces SIC 12 “Consolidation of special purpose entities” and parts of IAS 27” Consolidated Financial Statements”. Clarifications and establishing new parameters for the definition of control, and the principles for the preparation of consolidated financial statements. Early adoption is permitted in conjunction with IFRS 11, 12 and IFRS amendments to IAS 27 and 28.	January 1, 2013

IFRS 11	Joint Arrangements Issued in May 2011, replaces IAS 31 “Interests in Joint Ventures” and SIC 13 “Jointly controlled entities”. Among its modifications include eliminating the concept of jointly controlled assets and the option of proportional consolidation of joint control entities. Early adoption is permitted in conjunction with IFRS 10, 12 and IFRS amendments to IAS 27 and 28.	January 1, 2013

IFRS 12	Disclosure of interests in other entities Issued in May 2011, applies to those entities that have interest in subsidiaries, joint arrangements, associates or unconsolidated structured entities. Early adoption is permitted in conjunction with IFRS 10, 11 and IFRS amendments to IAS 27 and 28.	January 1, 2013

IFRS 13	Fair Value Measurement Issued in May 2011, brings together in one standard the requirements to measure the fair value of assets and liabilities and the necessary disclosures as well as, incorporates new concepts and clarifications for fair value measurement.	January 1, 2013

IFRIC 20	Stripping Costs in the production phase of open pit mines Issued in October 2011, regulates the recognition of costs for the removal of waste overload “Stripping Costs” in the production phase of a mine as an asset, the initial and subsequent measurement of this asset. Additionally, this interpretation requires mining entities presenting IFRS financial statements to write down the existing assets recognized as “Stripping Costs” against retained earnings when they cannot be attributed to an identifiable component of a mine.	January 1, 2013


Amendments and improvements	Contents	Mandatory application for annual periods beginning on or

IAS 1	Presentation of Financial Statements Issued in September 2011. The main modification of this amendment requires that the items of Other Comprehensive Income will be categorized and grouped by evaluating whether they will be potentially reclassified to profit or loss in subsequent periods. Early adoption is permitted.	July 1, 2012

IFRS 7	Financial Instruments Disclosures and amendments to disclosures about netting of assets and liabilities.	January 1, 2013

Guidelines for transition Amendments to IFRS 10, IFRS 11 and IFRS 12	Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities.	January 1, 2013

Annual-Cycle Improvement Amendments 2009-2011	IFRS 1, IAS 23, IAS 1, IAS 16, IAS 32, IAS 34	January 1, 2013

F-29

IAS19 (revised) Employee benefits

The revised version of the referenced accounting standard establishes the recognition of actuarial gains and losses as part of the other comprehensive income and permanently excludes them from the profits and losses for the fiscal year.

The application of the revised IAS19-R required retrospective application of the associated effects, which resulted in changes to the financial statements for the 2012 fiscal year. IAS 19-R was not applied to the year ended December 31, 2011 as the impact was not material.

IAS1 Presentation of components of other comprehensive income

The amendments of the accounting standard require a distinction between the items of other comprehensive income that may be reclassified into profit and loss in the future (for example the effects of changes in fair value of derivatives designated as cash flow hedges or the effects of foreign exchange translations), separating them from those that will not to be reclassified to profit and loss (for example, the actuarial gains and losses from benefit plans).

The amendment only affects the presentation of the consolidated statement of comprehensive income and does not impact the Company’s consolidated statement of financial position.

IFRS11 Joint Arrangements

IFRS 11 classifies the joint arrangements into two types of agreements, based on the rights and obligations of the parties to the agreement and considering the structure, legal form of the agreement, the contractual terms and (if relevant) other events and circumstances: 1) joint venture (the parties have control over the agreement and the rights over the net assets of the jointly controlled entity) that are accounted pursuant with the equity method and 2) joint operations (the parties have control of the participations, rights over assets and obligations for liabilities that are related to the agreement), in which the joint operator must acknowledge its assets, liabilities and transactions, including its stake in those in which it jointly participates.

As a result of the application of these standard, in the year 2013 the investments in Uruguay that are being jointly controlled by Arauco qualifies as a joint operations, therefore these consolidated financial statements are being presented in accordance with this standard.

Considering that the application of IFRS 11 is to be applied retrospectively, these consolidated financial statements include the retrospective application to the consolidated statements of financial position as of December 31 and January 1 of 2012, and the consolidated statements of income, other comprehensive income changes in equity and cash flows for the fiscal years ending on December 31, 2012 along with their corresponding explanatory notes. These changes do not affect the determination of equity nor the profits attributable to the owners of the parent company.

The summaries of the main amendments that were performed, measured in consideration to their variation regarding Arauco’s originally issued consolidated financial, are detailed under Note 2.

Arauco considers that the adoption of standards, amendments and interpretations described in point a), other than those already mentioned, had no significant impact on the financial statements of the Company in the period of initial application.

F-30

b) At the date of issuance of these consolidated financial statements, the following accounting pronouncements were issued by the IASB, but are not yet effective:


Amendments and improvements	Contents	Mandatory application for annual periods beginning on or

IFRS 9	Financial Instruments Issued in December 2009, amending the classification and measurement of financial assets. In November 2010 it was also amended to include treatment and classification of liabilities. Early adoption is permitted.	January 1, 2018

IFRIC 21	Levies Guides about when to recognize a liability for a government imposed Levy whether for those recorded in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and for those liens whose existence and amount is certain.	January 1, 2014

IAS 19	Employee Benefits Clarifies the requirements related to the way in which contributions from employees or others which are linked to the service must be attributed to periods of service.	July 1, 2014

IAS 32	Offsetting of financial assets and liabilities The amendments clarify the requirements for offsetting financial assets and financial liabilities in order to eliminate inconsistencies in the implementation of the current offsetting criteria in IAS 32. The Standard is applicable for annual periods beginning on or after January 1, 2014 and early adoption is permitted.	January 1, 2014

Amendments to IFRS 12, IFRS 10, IAS 27	Investment Entities Consolidated Financial Statements, Disclosure of Interests in Other Entities and Separate Financial Statements.	January 1, 2014

IAS 36	Impairment of Assets, Disclosures of the recoverable amount for nonfinancial assets	January 1, 2014

IAS 39	Financial Instruments: Recognition and Measurement-Novation of derivatives and continuation hedge accounting	January 1, 2014

Annual improvements 2010-2012-Amendments to IFRS 7	IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 38, IAS 24	July 1, 2014

Annual Improvement 2011-2013 –Amendments to IFRS 4	IFRS 1, IFRS 3, IFRS 13, IAS 40	July 1, 2014

Arauco believes that the adoption of the standards, amendments and interpretations described in point b), will have no significant impact on its consolidated financial statements of the Company in the period of initial application. We are in the process of assessing the impact on the valuation and disclosures associated with these modifications.

F-31

NOTE 2.

ACCOUNTING POLICIES AND CHANGES IN ACCOUNTING ESTIMATES

1)	Changes in Accounting Policies

The accounting policies have been developed in accordance with the effective IFRS as of December 31, 2013 and have been consistently applied to all periods presented in these consolidated financial statements.

i) As of December 31 of 2013, Arauco has applied IFRS11 Joint Agreements, with regards to the definition of joint operations which results in recognizing the assets, liabilities, income and expenses in connection with their participation. The investments held by Arauco in Uruguay qualify as such and have implied changes ranging from the method of participation up to the application of the referenced methodology.

In consideration to the foregoing, pursuant with IFRS11, Arauco has adjusted all financial statements as of December 31, 2012 and, furthermore, the consolidated statement of financial position as of January 1 of 2012. Consolidated Financial Statements as of December 31, 2011 have not been restated according to the transition guidance of IFRS11. Additionally, according to IAS1 (40A), our third Consolidated Statement of Financial Positions as of the beginning of the preceding period, which is January 1, 2012, has been presented applying the new accounting standards. According to IAS1 (40c), it has not been necessary to present the notes relating to the Consolidated Statement of Position as of January 1, 2012.

ii) As of December 31, 2013, and with the retrospective application to December 31, 2012, pursuant with the amendments to IAS 19, Arauco has recognized the actuarial gains and losses for defined benefit obligations as a component of other comprehensive income. There are not significant effect as of December 31, 2011.

2)	Changes in the Estimates

These consolidated financial statements contain changes in accounting estimates that resulted from the final determination of the allocation of fair value to the relative assets and liabilities from the purchase of the “Flakeboard” (Note 14) which were previously recorded using provisional amounts in accordance with IFRS 3.

See below for the effects of points 1) and/or 2) on the consolidated financial statements dated as of December 31, 2012 and January 1, 2012.


	12-31-2012 as previously		Adjustment				Total		12-31-2012
	reported ThU.S.$		IFRS3 ThU.S.$		IFRS11 ThU.S.$		Adjustments ThU.S.$		as adjusted ThU.S.$
Current Assets		2,698,968		0		86,549		86,549		2,785,517
Non Current Assets		10,852,218		63,435		558,444		621,879		11,474,097
Total Assets		13,551,186		63,435		644,993		708,428		14,259,614
Current Liabilities		1,425,287		4,471		116,970		121,441		1,546,728
Non Current Liabilities		5,160,140		58,964		528,023		586,987		5,747,127
Total Liabilities		6,585,427		63,435		644,993		708,428		7,293,855
Total Equity		6,965,759		0		0		0		6,965,759
Total equity and Liabilities		13,551,186		63,435		644,993		708,428		14,259,614

F-32


	January - December as previously reported			Adjustments						January - December as adjusted
	2012 ThU.S.$			IAS19 ThU.S.$			IFRS11 ThU.S.$			2012 ThU.S.$
Income Statement
Profit (loss)
Gross profit		1,131,784			1,929			1,518			1,135,231
Profit (loss) from operating activities		532,151			3,838			(14,084	)		521,905
Income before income tax		311,621			3,838			(5,131	)		310,328
Income Tax		(171,150	)		(768	)		5,131			(166,787	)
Profit (loss)		140,471			3,070			0			143,541


	12-31-2012 as previously			Adjustment			12-31-2012
	reported			IFRS11			as adjusted
	ThU.S.$			ThU.S.$			ThU.S.$
Cash Flows from (used in) Operating Activities		458,492			(16,098	)		442,394
Cash flows (used in) investing activities		(1,027,039	)		(318,810	)		(1,345,849	)
Cash flows from (used in) Financing Activities		648,084			407,398			1,055,482
Net increase (decrease) in Cash and Cash Equivalents before effect of exchange rate changes		79,537			72,490			152,027
Net increase (decrease) of cash and cash equivalents		79,815			72,316			152,131
Cash and cash equivalents. at the beginning of the period		315,901			20,466			336,367
Cash and cash equivalents, at the end of the period		395,716			92,782			488,498

01-01-2012
as previously
report
ThU.S.$

Adjustment
IFRS11
ThU.S.$

01-01-2012
as adjusted
ThU.S.$

Current Assets

2,462,660

(15,855

)

2,446,805

Non Current Assets

10,089,518

267,836

10,357,354

Total Assets

12,552,178

251,981

12,804,159

Current Liabilities

1,031,945

77,699

1,109,644

Non Current Liabilities

4,490,083

174,282

4,664,365

Total Liabilities

5,522,028

251,981

5,774,009

Total Equity

7,030,150

Total equity and Liabilities

12,552,178

251,981

12,804,159

F-33

NOTE 3.

DISCLOSURE OF OTHER INFORMATION

a)	Disclosure of Information on Issued Capital

At the date of these financial statements the share capital of Arauco is ThUS $353,618. This amount contains ThUS$5,625 corresponding to share premium on sale of shares.

In 2013, as a result of the merger of Celulosa Arauco y Constitución S.A. and Forestal Viñales S.A as part of the reorganization of the forestry companies in Chile, a capital increase of ThUS$442 was realized (Note 14).


	12-31-2013	12-31-2012
Description of Ordinary Capital Share Types	100% of Capital corresponds to ordinary shares
Number of Authorized Shares by Type of Capital in Ordinary Shares	113,159,655	113,152,446
Nominal Value of Shares by Type of Capital in Ordinary Shares	ThU.S.$0.0031210 per share	ThU.S.$3.0031211 per share
Amount of Capital in Shares by Type of Ordinary Shares that Constitute Capital	ThU.S.$353,618	ThU.S.$353,176
	12-31-2013	12-31-2012
Number of Shares Issued and Fully Paid by Type of Capital in Ordinary Shares	113,159,655	113,152,446

b)	Dividends paid

The interim dividend paid each year is equivalent to 20% of the distributable net income calculated as of the end of September of each year and is presented in the consolidated statement of changes in equity.

The final dividend paid each year corresponds to the difference between the 40% of prior year distributable net income and the amount of the interim dividend paid at the end of the immediately preceding fiscal year.

The minimum dividend provision corresponding to the year 2013 in an amount of ThU.S.$138,812 (ThU.S.$64,340 as of December 31, 2012) is presented in the consolidated statement of changes in equity.

The line item “Dividends paid” in the consolidated statement of cash flows includes an amount of ThU.S.$140,054 as of December 31, 2013, (ThU.S.$196,816 as of December 31, 2012), of which ThS.U.$110,405 (ThUS$178,889 as of December 31, 2012) corresponds to payments of dividends of the parent company.

The following are the dividends paid and per share amounts during the years 2013 and 2012:


Detail of Dividend Paid, Ordinary Shares
Dividend Paid		Interim Dividend
Type of Shares for which there is a Dividend Paid		Ordinary Shares
Date of Dividend Paid		12-10-2013
Amount of Dividend		ThU.S.$ 63,388
Number of Shares for which Dividends are Paid		113,159,655
Dividend per Share		U.S.$0.56016


Detail of Dividend Paid, Ordinary Shares
Dividend Paid		Final Dividend
Type of Shares for which there is a Dividend Paid		Ordinary Shares
Date of Dividend Paid		05-08-2013
Amount of Dividend		ThU.S.$ 47,017
Number of Shares for which Dividends are Paid		113,152,446
Dividend per Share		U.S.$0.41552

F-34


Detail of Dividend Paid, Ordinary Shares
Dividend Paid		Interim Dividend
Type of Shares for which there is a Dividend Paid		Ordinary Shares
Date of Dividend Paid		12-12-2012
Amount of Dividend		ThU.S.$ 17,321
Number of Shares for which Dividends are Paid		113,152,446
Dividend per Share		U.S.$0.15308


Detail of Dividend Paid, Ordinary Shares
Dividend Paid		Final Dividend
Type of Shares for which there is a Dividend Paid		Ordinary Shares
Date of Dividend Paid		05-09-2012
Amount of Dividend		ThU.S.$161,568
Number of Shares for which Dividends are Paid		113,152,446
Dividend per Share		U.S.$ 1.42788

c)	Disclosure of Information on Reserves

Other Reserves

Other reserves consist of reserves of exchange differences on translation, reserves of cash flow hedges and other reserves.

Arauco does not have any restrictions associated with these reserves.

Reserves of exchange differences on translation

Reserves of exchange differences on translation correspond to exchange differences relating to the translation of the results and net assets of Arauco’s subsidiaries whose functional currency is other than Arauco’s presentation currency.

Reserves of cash flow hedges

Reserves of cash flow hedges correspond to the portion of mark to market adjustments of outstanding cash flow hedges at the end of each reporting period.

Reserve of Actuarial Profits or Losses in Defined Benefit Plans

This corresponds to changes in the present value of the obligation for defined benefits resulting from experience adjustments (the effect of the differences between the previous actuarial assumptions and the events that occurred within the context of the plan) and the effects of the changes in the actuarial assumptions.

Other reserves

This mainly corresponds to the share of other comprehensive income of investments in associates and joint ventures.

F-35

d)	Disclosures of other information

The table below sets forth other income, other expenses, finance income, finance costs and share of profit (loss) of associates and joint ventures as of December 31, 2013, 2012 and 2011:


	January - December
	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Classes of Other Income
Other Income, Total		385,055			408,251			475,014
Gain from changes in fair value of biological assets (See note 20)		269,671			243,295			229,889
Net income from insurance compensation(*)		1,297			89,022			—
Revenue from export promotion		4,115			3,379			5,545
Insurance compensation, net of earthquake related losses (*)		—			—			193,986
Leases received		2,315			2,339			4,124
Gain on sales of assets		46,473			31,240			9,046
Gain on sales of assets classified as held for sale		29,137			—			—
Revenue from compensation of judgment		8,500			—			—
Access easement		1,771			6,537			839
Other operating results (sale materials and waste, rent of easements, income tax recovery)		21,776			32,439			31,585

Classes of Other Expenses by activity
Total of other expenses by activity		(136,812	)		(105,325	)		(90,313	)
Depreciation		(568	)		(907	)		(1,176	)
Expenses judgment		(17,065	)		(2,487	)		(4,973	)
Impairment provision properties, plants and equipment and others		(12,347	)		(2,304	)		(7,631	)
Plants stoppage operating expenses		(9,676	)		(7,007	)		(14,362	)
Expenses projects		(17,707	)		(18,199	)		(16,867	)
Loss of assets		(1,992	)		(4,253	)		(2,447	)
Loss of forest due to fires		(8,546	)		(5,537	)		(16,503	)
Other Taxes		(4,458	)		(8,155	)		(5,209	)
Research and development expenses		(2,641	)		(2,229	)		(3,446	)
Compensation and eviction		(1,974	)		(8,137	)		(1,238	)
Fines, readjustments and interest		(2,530	)		(2,373	)		(813	)
Other expenses (cost of projects and studies, donations, fines, readjustments, repayments insurance)		(57,308	)		(43,737	)		(15,648	)

Classes of financing income
Financing income, total		19,062			23,476			24,589
Financial income from mutual funds - deposits		10,539			7,607			12,262
Financial income resulting from swap - forward		4,287			13,324			8,219
Other financial income		4,236			2,545			4,108

Classes of financing costs
Financing costs, Total		(232,843	)		(236,741	)		(196,356	)
Interest expense, Loans banks		(29,349	)		(18,264	)		(8,919	)
Interest expense, Bonds		(169,806	)		(152,631	)		(164,790	)
Interest expense, financial instruments		(6,139	)		(16,546	)		(6,564	)
Interest expense, debt refinancing		—			(22,119	)		—
Other financial costs		(27,549	)		(27,181	)		(16,083	)

Classes of Participation in Income (Loss) of associates and joint ventures accounted for using the Equity Method
Total		6,260			18,933			(11,897	)
Investments in associates		5,657			17,947			(1,012	)
Joint ventures		603			986			(10,885	)

(*)	The amount corresponding to the period 2012 net income indemnity insurance (fire and other disasters)

(**)	This amount contains ThU.S.$ 9,912 corresponding provision of judicial ruling

F-36

Below is the Balance of Expenses by nature:


	January - December
Cost of sales	2013 ThU.S.$		2012 ThU.S.$		2011 ThU.S.$
Timber		869,036		861,401		639,574
Forestry labor costs		631,749		589,023		588,779
Depreciation		271,708		236,671		216,967
Maintenance costs		209,977		220,520		211,652
Chemical costs		485,799		381,152		334,549
Sawmill Services		124,501		175,729		170,861
Others Raw Materials		203,667		131,976		223,749
Indirect costs		171,704		149,607		96,278
Energy and fuel		200,161		137,857		159,912
Cost of electricity		89,818		85,063		60,705
Wage and salaries		299,090		194,433		179,429
Total		3,557,210		3,163,432		2,882,455


	January - December
Distribution cost	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Selling costs		33,242			29,225			39,321
Commissions		15,781			14,604			14,752
Insurance		5,913			5,363			4,406
Provision for doubtful accounts receivable		(372	)		(1,710	)		7,024
Other selling costs		11,920			10,968			13,139
Shipping and freight costs		490,345			423,535			438,307
Port services		27,185			24,968			28,309
Freights		405,136			347,735			391,813
Other shipping and freight costs		58,024			50,832			18,185
Total		523,587			452,760			477,628

	January - December
Administrative expenses	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Wage and salaries		212,346			192,447			156,961
Marketing, advertising, promotion and publications expenses		9,721			9,342			7,699
Insurance		39,044			34,023			20,108
Depreciation and amortization		24,070			12,897			10,614
Computer services		19,760			11,529			15,737
Lease rentals (offices, warehouses and machinery)		14,650			18,134			14,383
Auditor’s fees		3,740			4,314			4,729
Donations, contributions, scholarships		15,638			14,786			13,603
Fees (legal and technical advisories)		45,587			46,924			63,923
Property taxes, patents and municipality rights		27,812			17,683			18,096
Other administration expenses (travel within and outside the country, cleaning services, security, basic services)		132,326			117,546			89,668
Total		544,694			479,625			415,521

F-37


		January - December
Expenses for	Note	2013 ThU.S.$		2012 ThU.S.$		2011 ThU.S.$
Depreciation	7		288,812		248,915		228,839
Employee benefits	10		523,094		434,205		341,260
Amortization	19		9,836		4,575		1,897

e)	Auditor Fees and Number of Employees (Not audited)

At the end of this period, the auditor fees and number of employees are follows:


Auditors fees	12-31-2013 ThU.S.$
Financial auditing services		2,339
Other services
Tax		1,121
Others		429
TOTAL		3,889
Number of employees		No.
		13,660

NOTE 4.

INVENTORIES


Components of Inventory	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Raw materials		93,895		90,466
Production supplies		103,698		83,931
Works in progress		107,180		80,154
Finished goods		453,762		439,234
Spare Parts		142,055		128,592
Total Inventories		900,590		822,376

Inventories recognized as cost of sales at December 31, 2013 were ThU.S.$3,549,278 (ThU.S.$3,134,897 and ThU.S.$2,869,242 at December 31, 2012 and December 31, 2011 respectively).

During 2013, there were inventory write-offs of ThU.S$2,457. During, 2012 there were inventory write-offs of ThU.S.$19,838, which were mainly caused by the fire that occurred in January 2012 at a panels plant in Complejo Forestal e Industrial Nueva Aldea.

The allowance of obsolescence is calculated based on the conditions of sale of products and age of inventory (inventory turnover).

No inventories have been pledged as security for liabilities at the end of each reporting period.

Agricultural Products

Agricultural Products are mainly forestry products that are intended for sale in the normal course of our operations and are measured at fair value less costs to sell at the point of harvest at the end of each reporting period Agricultural products are classified as raw materials within the line item inventories.

F-38

NOTE 5.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, bank checking account balances, time deposits, repurchase agreements and mutual funds. They are short-term highly liquid investments that are readily convertible to known amounts of cash, and are subject to an insignificant risk of changes in value.

The investment objective of time deposits and repurchase agreements is to maximize in the short-term the amounts of cash surpluses. These instruments are permitted under Arauco’s Investment Policy which allows investing in fixed income securities. These instruments have a maturity of less than three months from the date of acquisition.

As of the date of these consolidated financial statements, there are no amounts of cash and cash equivalents with restrictions on use.


Components of Cash and Cash Equivalents	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Cash on hand		330		553
Bank checking account balances		155,208		80,676
Time deposits		391,588		154,705
Mutual funds		111,435		252,564
Other cash and cash equivalents (*)		8,651		—
Total		667,212		488,498

(*)	Applies to contracts investments under resale agreements

F-39

NOTE 6.

INCOME TAXES

The tax rates applicable in the countries in which Arauco operates are 20% in Chile, 35% in Argentina, 34% in Brazil, 25% in Uruguay and 34% in the United States (federal tax).

On September 27, 2012, Law N° 20,630 was enacted in Chile, and among other changes, it permanently increased the tax rate to 20%, effective beginning on taxes incurred in 2012. The change in the tax rate in 2012 affected the measurement of the tax impacts of temporary differences that are expected to reverse in the corresponding tax years.

The effect on the results of operations for the year ended December 31, 2012 due to the change in tax rate was an expense of ThU.S.$128,981, which was generated mainly from the result of the expected reversal of temporary differences associated with property, plant, equipment and biological assets.

Deferred Tax Assets

The following table sets forth the deferred tax assets as of December 31, 2013 and 2012:


Deferred Tax Assets	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Deferred tax Assets relating to Provisions		12,016		4,752
Deferred tax Assets relating to accrued liabilities		7,367		7,188
Deferred tax Assets relating to Post-Employment benefits		9,012		9,341
Deferred tax Assets relating to Property, Plant and equipment		8,842		10,971
Deferred tax Assets relating to Financial Instruments		343		1,900
Deferred tax Assets relating to tax losses carryforwards		56,333		126,171
Deferred tax assets relating to biological assets		73		2,636
Deferred tax assets relating to inventories		4,910		9,539
Deferred tax assets relating to provisions for income		3,678		4,477
Deferred tax assets relating to provision for doubful accounts		3,104		3,602
Defferred tax assets relating to other deductible temporary differences(*)		54,920		26,193
Total deferred tax assets		160,598		206,770

(*)	In the period 2013 there MUS $ 19,887 deferred tax relating to tax goodwill produced by fusion of Chilean forestry companies

Certain subsidiaries of Arauco, to the date of these financial statements, present tax losses for which it is considered that given the projection of future profits, allowing the recovery of these assets. The total amount of these tax losses is ThUS$165,393 (ThUS$ 342,044 at December 31, 2012), which are mainly originated by operational and financial losses.

In addition, as of the closing of these financial statements there are ThUS$81,690 of unused tax losses from companies in Uruguay based on to the participation of Arauco which have not been recognized as deferred tax assets.

F-40

Deferred Tax Liabilities

The following table sets forth the deferred tax liabilities as of December 31, 2013 and 2012:


	12-31-2013		12-31-2012
Deferred Tax Liabilities	ThU.S.$		ThU.S.$
Deferred tax liabilities relating to property, Plant and equipment		781,777		769,626
Deferred tax liabilities relating to financial instruments		10,060		14,218
Deferred tax liabilities relating to biological assets		534,161		531,746
Deferred tax liabilities relating to inventory		15,422		16,517
Deferred tax liabilities due to prepaid expenses		56,558		55,294
Deferred tax liabilities due to Intangible		25,597		27,387
Deferred tax liabilities relating to other taxable temporary differences		38,720		40,264
Total deferred tax liabilities		1,462,295		1,455,052

The effect of changes in deferred tax liabilities related to cash flow hedges corresponds to a charge of ThU.S.$ 4,850 as of December 31, 2013 (credit of ThU.S.$ 4,823 as of December 31, 2012), which is presented in Reserves for cash flow hedges in the consolidated statement of changes in equity.

The deferred tax assets and liabilities expected to be recovered and settled in less than twelve months amounts to ThU.S.$18,982 and ThU.S.$130,659, respectively.

Arauco does not offset deferred tax assets and deferred tax liabilities since there is no legal enforceable right to offset amounts recognized in these items that relate to different tax jurisdictions.

F-41

Reconciliation of the asset and deferred tax liability


Deferred Tax Assets	Opening Balance 01-01-2013 ThU.S.$		Expenses (Income) for deferred tax recognized as a result ThU.S.$			Deferred tax of items directly credited to equity ThU.S.$		Increase (decrease) Net exchange differences ThU.S.$			Closing balance 12-31-2013 ThU.S.$
Deferred tax Assets relating to Provisions		4,752		7,465			—		(201	)		12,016
Deferred tax Assets relating to accrued liabilities		7,188		44			—		135			7,367
Deferred tax Assets relating to Post-Employment benefits		9,341		(982	)		829		(176	)		9,012
Deferred tax Assets relating to Property, Plant and equipment		10,971		(22	)		—		(2,107	)		8,842
Deferred tax Assets relating to Financial Instruments		1,900		(1,493	)		—		(64	)		343
Deferred tax Assets relating to tax losses carryforwards		126,171		(65,777	)		—		(4,061	)		56,333
Deferred tax assets relating to biological assets		2,636		(2,563	)		—		—			73
Deferred tax assets relating to provisions for income		9,539		(4,421	)		—		(208	)		4,910
Deferred tax assets relating to provisions for income		4,477		(792	)		—		(7	)		3,678
Deferred tax assets relating to provision for doubful accounts		3,602		(481	)		—		(17	)		3,104
Defferred tax assets relating to other deductible temporary differences		26,193		28,226			—		501			54,920
Total deferred tax assets		206,770		(40,796	)		829		(6,205	)		160,598


Deferred Tax Liabilities	Opening Balance 01-01-2013 ThU.S.$		Expenses (Income) for deferred tax recognized as a result ThU.S.$			Deferred tax of items directly credited to equity ThU.S.$			Increase (decrease) Net exchange differences ThU.S.$			Closing balance 12-31-2013 ThU.S.$
Deferred tax liabilities relating to property, Plant and equipment		769,626		21,530			—			(9,379	)		781,777
Deferred tax liabilities relating to financial instruments		14,218		(508	)		(3,801	)		151			10,060
Deferred tax liabilities relating to biological assets		531,746		12,552			—			(10,137	)		534,161
Deferred tax liabilities relating to inventory		16,517		(1,262	)		—			167			15,422
Deferred tax liabilities due to prepaid expenses		55,294		944			—			320			56,558
Deferred tax liabilities due to intangible		27,387		(1,789	)		—			(1	)		25,597
Deferred tax liabilities relating to other taxable temporary differences		40,264		846			—			(2,390	)		38,720
Total deferred tax liabilities		1,455,052		32,313			(3,801	)		(21,269	)		1,462,295

F-42

Temporary Differences

The following tables summarize the deductible and taxable temporary differences:

12-31-2013

12-31-2012

Detail of classes of Deferred Tax Temporary Differences

Deductible
Difference
ThU.S.$

Taxable
Difference
ThU.S.$

Deductible
Difference
ThU.S.$

Taxable
Difference
ThU.S.$

Deferred Tax Assets

104,265

80,599

Deferred Tax Assets - Tax losses

56,333

126,171

Deferred Tax Liabilities

1,462,295

1,455,052

Total

160,598

1,462,295

206,770

1,455,052


	January - December
Detail of Temporary Difference Income and Loss Amounts	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Deferred Tax Assets		18,136			(3,791	)		(3,455	)
Deferred Tax Assets - Tax losses		(53,148	)		22,973			29,389
Deferred Tax Liabilities		(38,097	)		(119,849	)		60,050
Total		(73,109	)		(100,668	)		85,984

Income Tax Expense

Income tax expense consists of the following:


	January - December
Income Tax composition	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Current income tax expense		(89,378	)		(65,928	)		(242,918	)
Tax benefit arising from unrecognized tax assets previously used to reduce tax expense		25,687			1,804			1,635
Previous period current tax adjustments		1,826			(1,945	)		2,316
Other current tax expenses		4,617			(49	)		484
Current Tax Expense, Net		(57,248	)		(66,119	)		(238,483	)

Deferred tax income (expense) relating to origination and reversal of temporary differences		(19,961	)		822			45,617
Deferred tax income (expense) relating to changes in tax rates or new tax rates		—			(124,463	)		10,632.00
Tax benefit arising from previously unrecognized tax assets used to reduce deferred expense from taxes		(53,148	)		22,973			29,735
Total deferred Tax Expense, Net		(73,109	)		(100,668	)		85,984
Income Tax Expense, Total		(130,357	)		(166,787	)		(152,499	)

F-43

The following table sets for the current income tax expense detailed by foreign and domestic companies:


	January - December
	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Foreign current income tax expense		(4,145	)		(9,270	)		(38,103	)
Domestic current income tax expense		(53,103	)		(56,849	)		(200,380	)
Total current income tax expense		(57,248	)		(66,119	)		(238,483	)

Foreign deferred tax expense		(66,558	)		38,974			27,085
Domestic deferred tax expense		(6,551	)		(139,642	)		58,899
Total deferred tax expense		(73,109	)		(100,668	)		85,984

Total tax income (expense)		(130,357	)		(166,787	)		(152,499	)

Reconciliation of income tax expense from statutory tax rate to the effective tax rate.

The reconciliation of income tax expense is as follows:


	January - December
	2013			2012			2011
Reconciliation of Income tax from Statutory Rate to Effective Tax Rate	ThU.S.$			ThU.S.$			ThU.S.$
Tax Expense at applicable tax rate		(109,787	)		(61,147	)		(154,665	)
Tax effect of foreign tax rates		(24,688	)		1,247			(7,599	)
Tax effect of revenues exempt from taxation		(4,589	)		16,716			11,172
Tax effect of expense mot deductible in determining taxable profit (tax loss)		(9,792	)		(12,609	)		(19,976	)

Tax rate effect of tax losses		(4,330	)		612			41

Tax effect of Previously Unrecognized Tax Benefit in the Income Statement		15,769			—			—

Tax effect of a new evaluation of assets for deferred not recognized taxes		(3,182	)		—			—

Tax rate effect from change in tax rate (opening balances)		—			(124,463	)		10,632

Tax rate effect of adjustments for current tax of prior periods		1,822			(1,945	)		2,316

Other tax rate effects		8,420			14,802			5,580
Total adjustments to tax excpense at applicable tax rate		(20,570	)		(105,640	)		2,166
Tax expense at effective tax rate		(130,357	)		(166,787	)		(152,499	)

F-44

NOTE 7.

PROPERTY, PLANT AND EQUIPMENT


	12-31-2013			12-31-2012
Property, Plant and Equipment, Net	ThU.S.$			ThU.S.$
Construction in progress		1,542,739			1,291,259
Land		974,408			986,033
Buildings		1,694,924			1,654,955
Plant and equipment		2,774,551			2,731,233
Information technology equipment		25,575			26,094
Fixtures and fittings		7,627			13,396
Motor vehicles		13,597			11,094
Other property, plant and equipment		104,046			102,679
Total Net		7,137,467			6,816,742

Property, Plant and Equipment, Gross
Construction in progress		1,542,739			1,291,259
Land		974,408			986,033
Buildings		3,010,996			2,904,127
Plant and equipment		4,954,621			4,804,495
Information technology equipment		64,352			61,236
Fixtures and fittings		33,015			34,157
Motor vehicles		40,789			36,717
Other property, plant and equipment		120,810			141,198
Total Gross		10,741,730			10,259,220

Accumulated depreciation and impairment

Buildings		(1,316,072	)		(1,249,172	)
Plant and equipment		(2,180,070	)		(2,073,263	)
Information technology equipment		(38,777	)		(35,142	)
Fixtures and fittings		(25,388	)		(20,761	)
Motor vehicles		(27,192	)		(25,623	)
Other property, plant and equipment		(16,764	)		(38,519	)
Total		(3,604,263	)		(3,442,478	)

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

In October 2006, Forestal Río Grande S.A, a subsidiary of Fondo de Inversión Bío Bío (Arauco’s special purpose entity), executed in favor of JPMorgan Chase Bank N.A. and Arauco, respectively, first and second degree mortgages, which prohibited the sale of any property owned by Fondo de Inversión Bío Bío in order to secure its obligations.

In September 2007, Forestal Río Grande S.A acquired real estate in Yungay, located in Chile’s Eighth Region, for which the Company executed a first and second degree mortgage in favor of JPMorgan and Arauco, respectively, which prohibited the sale and encumbrance of such property.

F-45

As of December 2013, there are no current contracts between Arauco and Fondo de Inversión Bío Bío. Forest land and biological assets committed as collateral were sold to Arauco. As of December 31, 2013, there are no mortgaged assets in these consolidated financial statements.


	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Total property, plant and equipment pledged as security		—		16,413

Commitments for project disbursements or for the acquisition of property, plant and equipment


	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Amount committed for the acquisition of property, plant and equipment		310,087		834,893

	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Disbursements for property, plant and equipment under construction		671,128		945,997

F-46

Movement on Property, Plant and Equipment

The following tables set forth the reconciliation of the carrying amount of property, plant and equipment as of December 31, 2013 and 2012:


Movement of Property, Plant and Equipment	Construction in progress ThU.S.$			Land ThU.S.$			Buildings ThU.S.$			Plant and equipments ThU.S.$			IT Equipment ThU.S.$			Fixtures and fittings ThU.S.$			Motor vehicles ThU.S.$			Other Property, Plant and Equipment ThU.S.$			TOTAL ThU.S.$
Opening Balance 01-01-2013		1,291,259			986,033			1,654,955			2,731,233			26,094			13,396			11,094			102,679			6,816,742
Changes
Additions		671,128			13,385			20,359			64,952			1,297			912			2,987			6,160			781,179
Disposals		—			(801	)		(1,747	)		(606	)		(11	)		(3,934	)		(74	)		(344	)		(7,516	)
Retirements		(4,297	)		(317	)		(2,901	)		(15,299	)		(32	)		(179	)		(8	)		(361	)		(23,394	)
Depreciation		—			—			(87,728	)		(220,452	)		(3,528	)		(2,734	)		(3,223	)		(1,187	)		(318,852	)
Impairment loss recognized in profit or loss		—			—			(314	)		(874	)		(2	)		—			—			—			(1,190	)
Increase (decrease) through net exchange differences		(12,053	)		(28,100	)		(19,597	)		(46,907	)		28			288			(259	)		(2,902	)		(109,502	)
Increase (decrease) through transfers from construction in progress		(403,298	)		4,208			131,897			262,505			1,728			(122	)		3,081			1			—
Total changes		251,480			(11,625	)		39,970			43,319			(519	)		(5,769	)		2,504			1,367			320,726
Closing balance 12-31-2013		1,542,739			974,408			1,694,924			2,774,551			25,575			7,627			13,597			104,046			7,137,467

F-47


Movement of Property, Plant and Equipment	Construction in progress ThU.S.$			Land ThU.S.$			Buildings ThU.S.$			Plant and equipments ThU.S.$			IT Equipment ThU.S.$			Fixtures and fittings ThU.S.$			Motor vehicles ThU.S.$			Other Property, Plant and Equipment ThU.S.$			TOTAL ThU.S.$
Opening Balance 01-01-2012		978,680			1,042,073			1,464,803			2,361,147			24,294			6,230			10,297			64,976			5,952,497
Changes
Additions		945,997			8,548			4,033			33,457			1,960			734			3,661			39,957			1,038,346
Acquisitions through business combinations		2,703			9,268			50,100			235,462			235			3,140			1,803			2,460			305,171
Disposals		(3,824	)		(3,252	)		5,701			(16,433	)		(1,091	)		(501	)		(435	)		(4,114	)		(23,948	)
Retirements		(12,062	)		(189	)		(19,979	)		(49,081	)		(103	)		(114	)		(1,175	)		(851	)		(83,554	)
Depreciation		—			—			(83,164	)		(199,123	)		(3,259	)		(2,069	)		(3,957	)		(746	)		(292,317	)
Impairment loss recognized in profit or loss		—			—			16,963			18,060			(4	)		(13	)		—			799			35,805
Increase (decrease) through net exchange differences		(16,033	)		(18,279	)		(8,851	)		(17,241	)		(225	)		(611	)		209			(1,996	)		(63,027	)
Reclassification of assets held for sale		—			(52,232	)		—			—			—			—			—			—			(52,232	)
Increase (decrease) through transfers from construction in progress		(604,202	)		96			225,349			364,985			4,287			6,601			690			2,195			—
Total changes		312,580			(56,040	)		190,152			370,086			1,801			7,167			797			37,704			864,245
Closing balance 12-31-2012		1,291,259			986,033			1,654,955			2,731,233			26,094			13,396			11,094			102,679			6,816,742

F-48

The depreciation expense for the period ending December 31, 2013, 2012 and 2011 is as follows:


Depreciation for the year	2013 ThU.S.$		2012 ThU.S.$		2011 ThU.S.$
Cost of sales		267,793		233,951		216,967
Administrative expenses		18,149		11,042		8,716
Other expenses		2,870		3,922		3,156
Total		288,812		248,915		228,839

The useful lives of property, plant and equipment estimated based on the expected use of the assets are as follows:


		Minimum		Maximum		Average
Buildings	Useful Life in Years		16		89		39
Plant and equipment	Useful Life in Years		8		67		29
Information technology equipment	Useful Life in Years		6		18		5
Fixtures and fittings	Useful Life in Years		6		12		10
Motor vehicles	Useful Life in Years		6		26		13
Other property, plant and equipment	Useful Life in Years		5		27		16

A significant portion of items of property, plant and equipment do not have significant differences between the fair value and the cost of these assets.

See Note 12 for details of capitalized borrowing costs.

F-49

NOTE 8.

LEASES

Arauco acting as lessee


	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Property, Plant and Equipment under finance leases		90,467		55,879
Plant and equipment		90,467		55,879

Reconciliation of Financial Lease Minimum Payments:


	12-31-2013
	Present Value
Periods	ThU.S.$
Less than one year		26,949
Between one and five years		62,491
More than five years		—
Total		89,440

	12-31-2012
Periods	Present Value ThU.S.$
Less than one year		20,489
Between one and five years		35,563
More than five years		—
Total		56,052

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

Arauco acting as lessor

Reconciliation of Financial Lease Minimum Payments:


	12-31-2013
Periods	Gross ThU.S.$		Interest ThU.S.$		Present Value ThU.S.$
Less than one year		980		11		969
Between one and five years		131		1		130
More than five years		—		—		—
Total		1,111		12		1,099

	12-31-2012
Periods	Gross ThU.S.$		Interest ThU.S.$		Present Value ThU.S.$
Less than one year		1,642		115		1,527
Between one and five years		1,437		93		1,344
More than five years		—		—		—
Total		3,079		208		2,871

F-50

Finance lease receivables are presented in the consolidated statement of financial position in line items “Trade and other current receivable” and “Trade and other non-current receivable” depending on their maturities stated above.

Arauco accounts for its lease contracts as finance leases. These lease contracts are for a term of less than five-years at market interest rates and leased assets are forestry machinery and equipment. They also include an early termination option, under general and special conditions stipulated in each contract.

There are no contingent rents payable or restrictions imposed by any lease arrangements.

NOTE 9.

REVENUE

January - December

Classes of revenue

2013
ThU.S.$

2012
ThU.S.$

2011
ThU.S.$

Revenue from sales of goods

4,981,423

4,146,060

4,267,914

Revenue from rendering of services

164,077

152,603

106,581

Total

5,145,500

4,298,663

4,374,495

NOTE 10.

EMPLOYEE BENEFITS

Classes of Benefits and Expenses by Employee

January - December

2013
ThU.S.$

2012
ThU.S.$

2011
ThU.S.$

Employee expenses

573,538

434,205

341,260

Wages and salaries

563,836

420,885

329,158

Severance indemnities

9,702

13,320

12,102

The main actuarial assumptions used by Arauco in the calculation of the severance indemnities obligation as of December 31, 2013 and 2012 are as follows:


Discount rate	3.50	%
Inflation	3.00	%
Mortality rate	RV-2009

F-51

The following tables set forth the balances and the reconciliation of the present value of severance indemnities obligation as of December 31, 2013 and 2012:


	12-31-2013		12-31-2012
	ThU.S.$		ThU.S.$
Current		3,814		3,945
Non-current		42,170		43,491
Total		45,984		47,436


Reconciliation of the present value of severance indemnities obligation	12-31-2013 ThU.S.$			12-31-2012 ThU.S.$
Opening balance		47,436			39,409
Current service cost		3,241			4,137
Interest cost		1,510			1,261
Actuarial gains		4,143			3,838
Benefits paid		(6,628	)		(4,390	)
Increase (decrease) for foreign currency exchange rates changes		(3,718	)		3,181
Closing balance		45,984			47,436

F-52

NOTE 11.

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE VARIATIONS

Local and foreign currency

Assets and liabilities by class of currency as of December 31, 2013 and 2012 are as follows:


	12-31-2013		12-31-2012
	ThU.S.$		ThU.S.$
Total Current Assets		2,808,321		2,785,517

Cash and Cash Equivalents		667,212		488,498
U.S Dollar		534,575		397,346
Euro		4,681		1,867
Brazilian Real		68,658		38,477
Argentine pesos		13,942		4,877
Other currencies		3,473		23,502
Chilean Pesos		41,883		22,429

Other current financial assets		3,089		6,105
U.S Dollar		3,089		6,105

Other current non-financial assets		188,964		221,214
U.S Dollar		82,175		109,582
Euros		126		103
Brazilian Real		13,395		15,041
Argentine pesos		10,079		13,647
Other currencies		7,746		1,846
Chilean Pesos		75,443		80,995

Trade and other current receivables		711,678		835,932
U.S Dollar		446,386		520,803
Euro		33,072		26,711
Brazilian Real		55,756		53,057
Argentine pesos		33,130		38,256
Other currencies		24,513		32,606
Chilean Pesos		117,827		163,084
U.F.		994		1,415

Accounts receivable from related companies		8,243		8,851
U.S Dollar		135		743
Brazilian Real		3,654		1,268
Chilean Pesos		4,454		6,840

Current Inventories		900,590		822,376
U.S Dollar		791,271		724,942
Brazilian Real		87,638		77,340
Chilean Pesos		21,681		20,094

Current biological assets		256,957		262,498
U.S Dollar		256,957		262,498

Current tax assets		61,174		56,959
U.S Dollar		2,861		304
Euros		14		—
Brazilian Real		2,475		6,655
Argentine pesos		5,888		6,931
Other currencies		1,337		2,216
Chilean Pesos		48,599		40,853

Non-current assets or disposal groups classified as held for sale or as held for distribution to owners		10,414		83,084
U.S Dollar		10,414		83,084

F-53


	12-31-2013		12-31-2012
	ThU.S.$		ThU.S.$
Total Non Current Assets		11,685,074		11,474,097

Other non-current financial assets		48,778		69,643
U.S Dollar		48,011		68,626
Argentine pesos		767		1,017

Other non-current non-financial assets		125,052		125,254
U.S Dollar		113,224		105,414
Brazilian Real		8,707		17,042
Argentine pesos		748		1,540
Other currencies		643		681
Chilean Pesos		1,730		577

Trade and other non-current receivables		40,729		62,477
U.S Dollar		35,743		55,804
Chilean Pesos		3,226		3,374
U.F.		1,760		3,299

Investments accounted for using equity method		349,412		382,427
U.S Dollar		126,564		124,080
Brazilian Real		222,848		258,347

Intangible assets other than goodwill		99,651		105,234
U.S Dollar		95,338		101,073
Brazilian Real		4,241		4,070
Chilean Pesos		72		91

Goodwill		88,141		94,978
U.S Dollar		43,086		43,329
Brazilian Real		45,055		51,649

Property, plant and equipment		7,137,467		6,816,742
U.S Dollar		6,457,882		6,049,456
Brazilian Real		670,269		756,507
Chilean Pesos		9,316		10,779

Non-current biological assets		3,635,246		3,610,572
U.S Dollar		3,277,093		3,230,570
Brazilian Real		358,153		380,002

Deferred tax assets		160,598		206,770
U.S Dollar		138,486		159,139
Brazilian Real		21,321		46,464
Other currencies		223		361
Chilean Pesos		568		806

F-54


			12-31-2013						12-31-2012
	Up to 90 days		From 91 days to 1 year		Total		Up to 90 days		From 91 days to 1 year		Total
	ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$
Total Liabilities, current		1,105,432		576,584		1,682,016		1,110,994		435,734		1,546,728

Other current financial liabilities		399,036		494,569		893,605		411,431		432,751		844,182
U.S Dollar		260,159		446,893		707,052		370,670		381,281		751,951
Brazilian Real		11,750		9,332		21,082		8,494		3,432		11,926
Argentine pesos		28,252		504		28,756		25,091		12,200		37,291
Chilean Pesos		168		886		1,054		111		330		441
U.F.		98,707		36,954		135,661		7,065		35,508		42,573

Bank Loans		262,010		451,282		713,292		357,116		91,645		448,761
U.S Dollar		222,008		441,446		663,454		323,531		76,013		399,544
Brazilian Real		11,750		9,332		21,082		8,494		3,432		11,926
Argentine pesos		28,252		504		28,756		25,091		12,200		37,291

Financial Leases		7,108		19,841		26,949		3,909		16,580		20,489
U.S Dollar		—		62		62		—		127		127
Chilean Pesos		168		886		1,054		111		330		441
U.F.		6,940		18,893		25,833		3,798		16,123		19,921

Other Loans		129,918		23,446		153,364		50,406		324,526		374,932
U.S Dollar		38,151		5,385		43,536		47,139		305,141		352,280
U.F.		91,767		18,061		109,828		3,267		19,385		22,652

Trade and other current payables		628,662		2,318		630,980		572,646		—		572,646
U.S Dollar		229,260		—		229,260		117,458		—		117,458
Euros		7,434		—		7,434		9,114		—		9,114
Brazilian Real		30,963		—		30,963		30,730		—		30,730
Argentine pesos		29,102		—		29,102		37,515		—		37,515
Other currencies		3,435		—		3,435		84,077		—		84,077
Chilean Pesos		328,358		12		328,370		291,190		—		291,190
U.F.		110		2,306		2,416		2,562		—		2,562

Accounts payable to related companies		14,406		—		14,406		9,168		—		9,168
U.S Dollar		2,889		—		2,889		1,474		—		1,474
Chilean Pesos		11,517		—		11,517		7,694		—		7,694

Other current provisions		9,696		—		9,696		9,176		—		9,176
U.S Dollar		830		—		830		301		—		301
Argentine pesos		8,866		—		8,866		8,875		—		8,875
Current tax liabilities		3,929		543		4,472		12,264		—		12,264
U.S Dollar		424		355		779		—		—		—
Euros		63		—		63		132		—		132
Brazilian Real		2,581		—		2,581		—		—		—
Argentine pesos		42		—		42		—		—		—
Other currencies		231		—		231		711		—		711
Chilean Pesos		588		188		776		11,421		—		11,421
Current provisions for employee benefits		806		3,008		3,814		962		2,983		3,945
Chilean Pesos		806		3,008		3,814		962		2,983		3,945
Other current non-financial liabilities		48,897		76,146		125,043		95,347		—		95,347
U.S Dollar		8,800		74,325		83,125		49,453		—		49,453
Brazilian Real		24,007		—		24,007		23,767		—		23,767
Argentine pesos		5,507		205		5,712		4,067		—		4,067
Other currencies		4,460		—		4,460		5,338		—		5,338
Chilean Pesos		6,002		2		6,004		10,620		—		10,620
U.F.		121		1,614		1,735		2,102		—		2,102

F-55


	12-31-2013						12-31-2012
	From 13 months to 5 years		More than 5 years		Total		From 13 months to 5 years		More than 5 years		Total
	ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$		ThU.S.$

Total non-current liabilities		3,089,250		2,677,589		5,766,839		3,007,891		2,739,236		5,747,127

Other non-current financial liabilities		1,675,194		2,481,798		4,156,992		1,403,266		2,730,629		4,133,895
U.S Dollar		1,575,701		1,714,459		3,290,160		1,246,435		1,906,980		3,153,415
Brazilian Real		35,901		22,870		58,771		2,679		26,216		28,895
Argentine pesos		1,106		—		1,106		8,134		—		8,134
Chilean Pesos		3,300		—		3,300		781		—		781
U.F.		59,186		744,469		803,655		145,237		797,433		942,670

Bank Loans		822,461		358,301		1,180,762		477,457		557,093		1,034,550
U.S Dollar		785,454		335,431		1,120,885		466,644		530,877		997,521
Brazilian Real		35,901		22,870		58,771		2,679		26,216		28,895
Argentine pesos		1,106		—		1,106		8,134		—		8,134

Financial Leases		62,491		—		62,491		35,563		—		35,563
U.S Dollar		5		—		5		67		—		67
Chilean Pesos		3,300		—		3,300		781		—		781
U.F.		59,186		—		59,186		34,715		—		34,715

Other Loans		790,242		2,123,497		2,913,739		890,246		2,173,536		3,063,782
U.S Dollar		790,242		1,379,028		2,169,270		779,724		1,376,103		2,155,827
U.F.		—		744,469		744,469		110,522		797,433		907,955

Other non current payables		361		—		361		—		—		—
U.S Dollar		361		—		361		—		—		—

Other non-current provisions		24,167		—		24,167		13,285		—		13,285
U.S Dollar		4		—		4		4		—		4
Brazilian Real		24,163		—		24,163		13,281		—		13,281

Deferred tax liabilities		1,272,326		189,969		1,462,295		1,455,052		—		1,455,052
U.S Dollar		1,272,037		170,265		1,442,302		1,281,940		—		1,281,940
Brazilian Real		—		19,704		19,704		166,553		—		166,553
Argentine pesos		—		—		—		5,503		—		5,503
Other currencies		1		—		1		596		—		596
Chilean Pesos		288		—		288		460		—		460

Non-current provisions for employee benefits		36,685		5,485		42,170		35,157		8,334		43,491
Other currencies		177		—		177		140		—		140
Chilean Pesos		36,508		5,485		41,993		35,017		8,334		43,351

Other non-current non-financial liabilities		80,517		337		80,854		101,131		273		101,404
U.S Dollar		5		—		5		500		—		500
Brazilian Real		78,672		—		78,672		97,695		—		97,695
Argentine pesos		1,561		337		1,898		2,917		—		2,917
Chilean Pesos		274		—		274		—		273		273
U.F.		5		—		5		19		—		19

F-56

The table below sets forth the subsidiaries that have determined a functional currency other than the U.S. Dollar as follows:


Subsidiary	Country	Functional Currency
Arauco do Brasil S.A.	Brazil	Brazilian Real
Arauco Forest Brasil S.A.	Brazil	Brazilian Real
Arauco Florestal Arapoti S.A.	Brazil	Brazilian Real
Empreendimentos Florestais Santa Cruz Ltda.	Brazil	Brazilian Real
Mahal Empreendimentos e Participacoes S.A.	Brazil	Brazilian Real
Arauco Distribución S.A.	Chile	Chilean Pesos
Investigaciones Forestales Bioforest S.A.	Chile	Chilean Pesos
Controladora de Plagas Forestales S.A.	Chile	Chilean Pesos
Flakeboard Company Limited	Canada	Canadian Dollar

The table below shows a detail per company of the effect in the period of the Reserve for Exchange Differences resulting from conversion of currencies:


	12/31/2013			12/31/2012
	ThU.S.$			ThU.S.$
Arauco Do Brasil S.A.		(74,429	)		(42,232	)
Arauco Forest Brasil S.A.		(57,484	)		(41,647	)
Arauco Florestal Arapoti S.A.		(21,086	)		(13,785	)
Arauco Distribución S.A.		(1,869	)		1,526
Alto Paraná S.A.		(7,201	)		(5,118	)
Flakeboard Company Limited		(7,290	)		(1,055	)
Others		(369	)		473

Total reserve of exchange differences on translation		(169,728	)		(101,838	)

Effect of foreign exchange rates changes


	January - December
	2013 ThU.S.$			2012 ThU.S.$			2011 ThU.S.$
Exchange differences recognized in profit or loss, except for those arising on financial instruments measured at fair value through profit or loss		(10,284	)		(16,820	)		(18,197	)
Reserve of exchange differences on translation		(174,985	)		(105,250	)		(145,775	)

F-57

NOTE 12.

BORROWING COSTS

Arauco estimates the average rate of borrowings to finance its investment projects, which as of December 31, 2013 and 2012 primarily related to new plants, improvements and expansions mainly in Chile, Brazil and Uruguay, in order to determine the amount of borrowing costs to be capitalized as part of property, plant and equipment.


	January-December
	2013			2012
	ThU.S.$			ThU.S.$
Property, plant and equipment capitalized cost

Property, plant and equipment capitalized interest cost rate		3.93	%		4.05	%

Amount of the capitalized interest cost, property, presented as plant and equipment		27,487			38,175

F-58

NOTE 13.

RELATED PARTIES

Related Party Disclosures

Related parties are those entities defined in IAS 24 and under the rules of the Chilean Superintendency of Securities and Insurance and the Chilean Corporations Law.

The receivable and payable amounts among related parties at the end of each period correspond to commercial and financing transactions denominated in Chilean Pesos, U.S. dollars and Euros, where collection or payment deadlines are shown in the following tables and in general do not bear interest, except for financing transactions.

As of the date of these consolidated financial statements, the main transactions with related parties related to fuel purchases with Compañía de Petróleos de Chile S.A.

There is neither a provision for doubtful accounts nor any guarantees granted or received related to the balances with related parties.

Name of Group’s Main Shareholders

The ultimate shareholders of Arauco are Mrs. Maria Noseda Zambra de Angelini, Mr. Roberto Angelini Rossi and Mrs. Patricia Angelini Rossi through Inversiones Angelini y Cia. Ltda.

Name of the Intermediate Controlling Entity that Prepares Financial Statements for Public Use

Empresas Copec S.A.

Compensation to Key Management Personnel

Compensation to key management personnel, including directors, managers and deputy managers, consist of a fixed monthly salary and an annual bonus subject to the results of the Company and the fulfillment of goals of the business as well as individual performance.

Pricing Strategy Terms and Conditions Corresponding to Transactions with Related Parties

Related party transactions were made on terms of those prevailing under market conditions, with mutual independence of the parties.

F-59

The table below sets forth information about the Relationship between the Parent Company and its Subsidiaries


ID N°	Company Name	Country	Functional Currency	% Ownership interest 12-31-2013						% Ownership interest 12-31-2012
ID N°	Company Name	Country	Functional Currency	Direct		Indirect		Total		Direct		Indirect		Total
—	Agenciamiento y Servicios Profesionales S.A.	Mexico	U.S. Dollar		0.0020		99.9970		99.9990		0.0020		99.9970		99.9990
—	Alto Paraná S.A.	Argentina	U.S. Dollar		9.9753		90.0048		99.9801		9.9753		90.0048		99.9801
—	Arauco Australia Pty Ltd.	Australia	U.S. Dollar		—		99.9990		99.9990		—		99.9990		99.9990
96547510-9	Arauco Bioenergía S.A.	Chile	U.S. Dollar		98.0000		1.9999		99.9999		98.0000		1.9985		99.9985
—	Arauco Colombia S.A.	Colombia	U.S. Dollar		1.5000		98.4983		99.9983		1.5000		98.4980		99.9980
96765270-9	Arauco Distribución S.A.	Chile	Chilean Pesos		—		99.9996		99.9996		—		99.9992		99.9992
—	Arauco do Brasil S.A.	Brazil	Brazilian Real		1.4319		98.5671		99.9990		1.4573		98.5412		99.9985
—	Arauco Florestal Arapoti S.A.	Brazil	Brazilian Real		—		79.9992		79.9992		—		79.9992		79.9992
—	Arauco Forest Brasil S.A.	Brazil	Brazilian Real		12.8141		87.1849		99.9990		13.3524		86.6466		99.9990
—	Arauco Forest Products B.V.	Holland	U.S. Dollar		—		99.9990		99.9990		—		99.9990		99.9990
—	Arauco Holanda Cooperatief U.A.	Holland	U.S. Dollar		—		99.9990		99.9990		—		99.9990		99.9990
—	Arauco Panels Canada ULC (*)	Canada	U.S. Dollar		—		—		—		—		99.9990		99.9990
—	Arauco Panels USA, LLC	USA	U.S. Dollar		—		99.9990		99.9990		—		99.9990		99.9990
—	Arauco Perú S.A.	Perú	U.S. Dollar		0.0013		99.9977		99.9990		0.0013		99.9977		99.9990
—	Arauco Wood Products, Inc.	USA	U.S. Dollar		0.0004		99.9986		99.9990		0.0004		99.9981		99.9985
—	Araucomex S.A. de C.V.	Mexico	U.S. Dollar		0.0005		99.9985		99.9990		0.0005		99.9985		99.9990
96565750-9	Aserraderos Arauco S.A.	Chile	U.S. Dollar		99.0000		0.9995		99.9995		99.0000		0.9992		99.9992
82152700-7	Bosques Arauco S.A. (*)	Chile	U.S. Dollar		—		—		—		1.0000		98.9256		99.9256
—	Catan Empreendimentos e Participacoes S.A.	Brazil	Brazilian Real		—		—		—		—		99.9934		99.9934
96657900-5	Controladora de Plagas Forestales S.A.	Chile	Chilean Pesos		—		57.9502		57.9502		—		59.6326		59.6326
—	Empreendimentos Florestais Santa Cruz Ltda.	Brazil	Brazilian Real		—		99.9789		99.9789		—		99.9789		99.9789
—	Flakeboard America Limited	USA	U.S. Dollar		—		99.9990		99.9990		—		99.9990		99.9990
—	Flakeboard Company Ltd.(ex-Arauco Panels Canada ULC)	Canada	Canadian Dollar		—		99.9990		99.9990		—		99.9990		99.9990
96573310-8	Forestal Arauco S.A. (*)	Chile	U.S. Dollar		—		—		—		99.9248		—		99.9248
85805200-9	Forestal Celco S.A.	Chile	U.S. Dollar		99.9484		—		99.9484		1.0000		98.9256		99.9256
93838000-7	Forestal Cholguán S.A.	Chile	U.S. Dollar		—		98.1796		98.1796		—		97.4281		97.4281
—	Forestal Concepción S.A.	Panama	U.S. Dollar		0.0050		99.9940		99.9990		0.0050		99.9936		99.9986
78049140-K	Forestal Los Lagos S.A.	Chile	U.S. Dollar		—		79.9587		79.9587		—		79.9405		79.9405
—	Forestal Nuestra Señora del Carmen S.A.	Argentina	U.S. Dollar		—		99.9805		99.9805		—		99.9805		99.9805
—	Forestal Talavera S.A.	Argentina	U.S. Dollar		—		99.9942		99.9942		—		99.9942		99.9942
96567940-5	Forestal Valdivia S.A. (*)	Chile	U.S. Dollar		—		—		—		1.0000		98.9256		99.9256
—	Greenagro S.A.	Argentina	U.S. Dollar		—		97.9805		97.9805		—		97.9805		97.9805
96563550-5	Inversiones Arauco Internacional Ltda.	Chile	U.S. Dollar		98.0186		1.9804		99.9990		98.0186		1.9799		99.9985
79990550-7	Investigaciones Forestales Bioforest S.A.	Chile	Chilean Pesos		1.0000		98.9489		99.9489		1.0000		98.9256		99.9256
—	Leasing Forestal S.A.	Argentina	U.S. Dollar		—		99.9801		99.9801		—		99.9801		99.9801
—	Mahal Empreendimentos e Participacoes S.A.	Brazil	Brazilian Real		—		99.9934		99.9934		—		99.9932		99.9932
96510970-6	Paneles Arauco S.A.	Chile	U.S. Dollar		99.0000		0.9995		99.9995		99.0000		0.9992		99.9992
—	Savitar S.A.	Argentina	U.S. Dollar		—		99.9841		99.9841		—		99.9931		99.9931
96637330-K	Servicios Logísticos Arauco S.A.	Chile	U.S. Dollar		45.0000		54.9997		99.9997		45.0000		54.9995		99.9995

(*)	See Note 14

The companies in the table below are classified as joint operations in accordance with IFRS 11 (see Note 2). The assets, liabilities, income and expenses are recorded in relation to the Company’s ownership percentage in accordance with accounting standards applicable in each case.


ID N°	Company Name	Country		Functional Currency
—	Euforest S.A.		Uruguay		U.S. Dollar
—	Celulosa y Energía Punta Pereira S.A.		Uruguay		U.S. Dollar
—	Zona Franca Punta Pereira S.A.		Uruguay		U.S. Dollar
—	Forestal Cono Sur S.A.		Uruguay		U.S. Dollar
—	Stora Enso Uruguay S.A.		Uruguay		U.S. Dollar
—	El Esparragal Asociación Agraria de R.L.		Uruguay		U.S. Dollar
—	Ongar S.A.		Uruguay		U.S. Dollar
—	Terminal Logística e Industrial M’Bopicua S.A.		Uruguay		U.S. Dollar

There are no significant restrictions on the ability of subsidiaries to transfer funds to Arauco, in the form of cash dividends or repayment of loans and/or advances.

F-60

Employee Benefits for Key Management Personnel


	12-31-2013		12-31-2012		12-31-2011
	ThU.S.$		ThU.S.$		ThU.S.$
Salaries and bonuses		63,633		58,531		49,961
Per diem compensation to members of the Board of Directors		1,607		1,615		1,642
Termination benefits		3,491		2,509		3,997
Total		68,731		62,655		55,600

Accounts Receivable from Related Parties

Name of Related Party

Tax ID No.

Nature of
Relationship

Country

Currency

Maturity

12-31-2013
ThU.S.$

12-31-2012
ThU.S.$

Forestal Mininco S.A

91.440.000-7

Common director

Chile

Chilean pesos

30 days

—

Eka Chile S.A

99.500.140-3

Joint Venture

Chile

Chilean pesos

30 days

3,008

2,346

Forestal del Sur S.A

79.825.060-4

Common director

Chile

Chilean pesos

30 days

—

4,485

Stora Enso Arapoti Industria del Papel S.A

—

Associates

Brazil

Real

30 days

629

593

Empresa Electrica Guacolda S.A.

96.635.700-2

Controlling Parent’s Associate

Chile

Chilean pesos

30 days

240

735

Unilin Arauco Pisos Ltda.

—

Joint Venture

Brazil

Real

30 days

3,006

675

Unilin Flooring Ltda.

—

Common director

EEUU

U.S. Dollar

30 days

135

—

Colbún S.A.

96.505.760-9

Common director

Chile

Chilean pesos

30 days

1,201

CMPC Maderas S.A.

95.304.000-K

Common director

Chile

Chilean pesos

30 days

—

Vale Do Corisco S.A.

—

Associates

Brazil

Real

30 days

—

Novo Oeste Gestao de Ativo Florestais S.A.

—

Associates

Brazil

Real

30 days

—

Stora Enso Deutschland GmbH

—

Joint Operations

Germany

U.S. Dollar

30 days

—

TOTAL

8,243

8,851

Accounts Payable to Related Parties

Name of Related party

Tax ID No.

Nature of
Relationship

Country

Currency

Maturity

12-31-2013
ThU.S.$

12-31-2012
ThU.S.$

Compañía de Petróleos de Chile S.A.

99.520.000-7

Controlling Parent’s Subsidiary

Chile

Chilean pesos

30 days

9,964

6,588

Abastible S.A.

91.806.000-6

Controlling Parent’s Subsidiary

Chile

Chilean pesos

30 days

716

677

Empresas Copec S.A.

90.690.000-9

Controlling Parent

Chile

Chilean pesos

—

Fundación Educacional Arauco

71.625.000-8

Common director

Chile

Chilean pesos

30 days

661

380

Sigma S.A.

86.370.800-1

Common director

Chile

Chilean pesos

30 days

Forestal del Sur S.A

79.825.060-4

Common director

Chile

Chilean pesos

30 days

Portaluppi, Guzman y Bezanilla Abogados

78.096.080-9

Common director

Chile

Chilean pesos

30 days

119

—

Empresa Nacional de Telecomunicaciones S.A.

92.580.000-7

Common director

Chile

Chilean pesos

30 days

Servicios Corporativos Sercor S.A.

96.925.430-1

Associate

Chile

Chilean pesos

30 days

Puerto Lirquén S.A.(ex Portuaria Sur de Chile S.A.)

96.959.030-1

Associated subsidiary

Chile

U.S. Dollar

30 days

2,041

644

Compañía Puerto de Coronel S.A.

79.895.330-3

Associated subsidiary

Chile

U.S. Dollar

30 days

845

830

Stora Enso AB

—

Joint Operations

Finland

U.S. Dollar

30 days

Stora Enso Portugal

—

Joint Operations

Portugal

U.S. Dollar

30 days

TOTAL

14,406

9,168

F-61

Related party transactions

Purchases


Name of Related Party	Tax ID No.	Nature of Relationship	Country	Currency	Transaction Descriptions	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$		12-31-2011 ThU.S.$
Abastible S.A.	91.806.000-6	Controlling Parent’s Subsidiary	Chile	Chilean pesos	Fuel		5,928		5,506		4,849
Empresas Copec S.A	90.690.000-9	Controlling Parent	Chile	Chilean pesos	Management service		306		306		296
Compañía de Petróleos de Chile S.A.	99.520.000-7	Controlling Parent’s Subsidiary	Chile	Chilean pesos	Fuel		101,547		113,948		111,778
Compañía Puerto de Coronel S.A.	79.895.330-3	Associated subsidiary	Chile	Chilean pesos	Transport and stowage		7,966		7,118		6,882
Puerto Lirquén S.A.(ex Portuaria Sur de Chile S.A.)	96.959.030-1	Associated subsidiary	Chile	Chilean pesos	Port services		10,012		8,409		2,112
EKA Chile S.A.	99.500.140-3	Joint Venture	Chile	Chilean pesos	Sodium chlorate		56,134		67,163		69,819
Forestal del Sur S.A.	79.825.060-4	Common director	Chile	Chilean pesos	Wood and ships		294		777		737
Portaluppi, Guzman y Bezanilla Abogados	78.096.080-9	Common director	Chile	Chilean pesos	Legal services		1,684		1,698		1,692
Puertos y Logística S.A. (ex Puerto de Lirquén S.A.)	82.777.100-7	Associate	Chile	Chilean pesos	Port services		339		329		7,454
Empresa Nacional de Telecomunicaciones S.A.	92.580.000-7	Common director	Chile	Chilean pesos	Telephone services		387		503		435
CMPC Maderas S.A.	95.304.000-K	Common director	Chile	Chilean pesos	Wood and logs		349		303		—
Forestal Mininco S.A.	91.440.000-7	Common director	Chile	Chilean pesos	Wood and logs		258		1,675		1,013
Colbún S.A.	96.505.760-9	Common director	Chile	Chilean pesos	Electrical Power		4		2,790		29
CMPC Celulosa S.A.	96.532.330-9	Common director	Chile	Chilean pesos	Others purchases		1,633		1,324		516

Sales

Name of Related Party	Tax ID No.	Nature of Relationship	Country	Currency	Transaction Descriptions	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$		12-31-2011 ThU.S.$
Colbún S.A.	96.505.760-9	Common director	Chile	Chilean pesos	Electrical Power		39,379		2,979		9,285
EKA Chile S.A.	99.500.140-3	Joint Venture	Chile	Chilean pesos	Electrical Power		24,990		25,011		34,818
Stora Enso Arapoti Industria de Papel S.A.	—	Associates	Brazil	Real	Wood		8,503		8,853		8,897
Forestal del Sur S.A.	79.825.060-4	Common director	Chile	Chilean pesos	Wood and chips		20,796		24,120		28,543
Forestal Mininco S.A.	91.440.000-7	Common director	Chile	Chilean pesos	Wood		63		108		742
CMPC Celulosa S.A.	96.532.330-9	Common director	Chile	Chilean pesos	Wood		239		3,332		2,081
Cartulinas CMPC S.A.	96.731.890-6	Common director	Chile	Chilean pesos	Pulp		—		2,982		23,259
Empresa Eléctrica Guacolda S.A.	96.635.700-2	Controlling Parent’s Associate	Chile	Chilean pesos	Electrical Power		3,783		13,794		1,430

F-62

NOTE 14.

CONSOLIDATED FINANCIAL STATEMENTS

Subsidiaries

Merger of forest companies

For several years now, the operations of subsidiaries Forestal Celco S.A., Forestal Valdivia S.A. and Bosques Arauco S.A., in the Forestry Business have been gradually unified through the standardization of processes and services (planning, human resources, safety and occupational health), a measure which has further intensified with the FSC certification process and of the creation of the new management department of forestry operations.

For the purpose of continuing to optimize processes and adopt the best practices within the Forestry Business' operations, the companies mentioned above have been integrated through a gradual process of mergers. Said task began with the integration of companies Bosques Arauco S.A. and Forestal Valdivia S.A. which with the prior approval of their respective shareholders, merged as of July 1, 2013, operating under the name Forestal Valdivia S.A.

On that same date, Forestal Arauco S.A. was split-off, creating a new entity called Forestal Viñales S.A., to which shares in Forestal Celco S.A. were contributed.

As of September 1, 2013, Forestal Arauco S.A. merged and absorbed Forestal Valdivia S.A., a transaction which generated a tax gain (Income Tax Act, Article 31, No. 9), of ThU.S.$99,437, and resulted in a deferred tax asset of ThU.S.$ 19,887 (See Note 6).

On November 1, 2013, Celulosa Arauco y Constitución S.A. absorbed Forestal Viñales S.A., generating, as a result of the transaction, a capital increase of MUS$442 equal to 7,209 shares, corresponding to Empresas Copec S.A.’s participation.

On December 1 of 2013, the new Forestal Arauco S.A. was merged with Forestal Celco S.A., thus resulting in most of Arauco’s foresty assets to be grouped under a single entity. With this merger the unification process for Chile’s main forestry companies was concluded.

This restructuring has been registered as an under common control transaction.

(See Note 1K)

Investments

Dated January 1, 2013, the company Arauco Panels Canada ULC merged with its subsidiary Flakeboard Company Ltd., which had no effect on the results of this operation.

Below are the investments or contributions to subsidiaries made in 2012, which had no effect on results, except for the acquisition of assets made by Arauco Panels USA, LLC.

On September 24, 2012, Arauco through its Canadian subsidiary Arauco Panels Canada ULC, acquired all of the shares of the Canadian entity, Flakeboard Company Limited (hereinafter “Flakeboard”) for ThU.S.$242,502.

Flakeboard is one of the leading producers of wood panels in North America, that directly and/or through its subsidiaries, owns and operates seven panel plants, with an aggregated production capacity of 1.2 million cubic meters per year for medium density fiberboards, a production capacity of 1.1 million cubic meters per year for particle board panels, and a production capacity of 180,000 cubic meters per year of melamine textured product.

F-63

Arauco carried out the initial recording of the acquisition of Flakeboard Company Limited based on the information that was available as of that date and performing a preliminary determination of the allocation of the fair value in this Company's acquisition. As of the closing of September 2013, the determination of the fair values of the assets acquired and liabilities assumed was concluded and resulted in the final allocation being retroactively applied in the consolidated financial statements as of December 31, 2012, in accordance with the requirements of IFRS 3. See Note 2 for the effects of this change.

The detail of the recorded valuation is the following:


	Th.U.S$
Fair value of net assets acquired, determined at the date of acquisition		242,502
Value of the consideration given at the beginning		242,502
Proportional goodwill determined at December 31, 2012		0
Adjustment to the amounts of fair value of net assets acquired		40,477
Goodwill at the end of the measurement period		40,477

2) On November 29, 2011, a new wholly owned subsidiary, Arauco Panels USA LLC, was incorporated through a capital contribution of ThU.S.$62,711, equivalent to 100% ownership, made by our subsidiary Arauco Wood Products, Inc. Subsequently, on January 24, 2012, Arauco Panels USA LLC acquired a Panel Business industrial plant for ThU.S.$62,711 which has a production line of medium density fiberboard (MDF) moldings and high density fiberboard (HDF), a production line of particle board (PB) panels, and two business lines of Melamine products. The plant is located in Moncure, North Carolina, USA. The fair value of the acquired net assets was determined and at the end of June 2012, Arauco recognized a gain on the transaction in the amount of ThU.S.$16,263.

For the purchase of net assets made by Arauco Panels USA, LLC, a bargain purchase, or negative goodwill, was generated and is presented in the consolidated statement of income under Other gains (losses) and sets out in the following table.


Arauco Panels USA, LLC	2012 ThU.S.$
Amount paid		62,711
Fair value of assets and liabilities acquired		78,974
Bargain purchase		16,263

The following tables exposed the fair values at the date of acquisition of the assets and liabilities acquired in 2012:


ARAUCO PANELS CANADA ULC	09-24-2012 ThU.S.$
Cash		52,427
Trade and other receivables		38,089
Inventories		44,444
Property, plant and equipment		222,083
Intangible assets other than goodwill		84,300
Goodwill		40,477
Other assets		8,527
Total Assets		490,347
Deferred taxes		11,282
Financial liabilities, current and non-current		189,129
Trade payables		47,434
Total Liabilities		247,845

F-64


ARAUCO PANELS USA LLC.	01-24-2012 ThU.S.$
Cash		—
Trade and other receivables-net		258
Inventories		13,398
Property, plant and equipment		82,840
Other assets		41
Total Assets		96,537
Trade payables		6,030
Other liabilities		11,533
Total Liabilities		17,563

The following table sets forth the amounts of revenue and profits or losses recognized from the date of acquisition by investment in Arauco Panels Canada ULC (now Arauco Company Ltd.) and in Arauco Panels USA LLC:


Arauco Panels Canada ULC	09-24-2012 to 12-31-2012 ThU.S.$
Revenue		131,094
Profit/(Loss)		(5,558	)

Arauco Panels USA LLC	01-24-2012 to 12-31-2012 ThU.S.$
Revenue		115,911
Profit/(Loss)		(5,321	)

F-65

The following table sets forth the revenue and recognized results as if the acquisition date had been as of the beginning of the annual investment in Arauco Panels Canada ULC (now Arauco Company Ltd.):


Arauco Panels Canada ULC	January-December 2012 ThU.S.$
Revenue		518,071
Profit/(Loss)		4,711

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

F-66

NOTE 15.

INVESTMENTS IN ASSOCIATES

At December 31, 2013, there are no new investments in associates to report.

In the months of January, February and April of year 2012, payments were made in capital contributions for a total of ThU.S.$13,492 to Puertos y Logística S.A. (Ex Puerto Lirquén S.A.). Such contributions imply that at the date of these financial statements, Arauco owns 20.28% of the issued capital of such company.

On April 2012, Centaurus Holding S.A., merged with Florestal Vale Do Corisco S.A., the latter being the successor entity. Subsequently, in May 2012, Klabin S.A., decreased capital by Florestal Vale Do Corisco SA, and as a result, Arauco Forest Brasil S.A., increased its ownership percentage in that entity from 43% to 49%.

The following tables set forth information about Investments in associates as of December 31, 2013 and 2012, respectively:


Name	Puertos y Logística S.A.
Country	Chile
Functional Currency	U.S. Dollar
Corporate purpose	Docking and warehousing operations for proprietary and third party use, cargo of all classes of goods, as well, as warehousing and transport operations.
Ownership interest (%)	20.2767%	20.2767%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 64,285	ThU.S.$ 63,384

Name	Inversiones Puerto Coronel S.A.
Country	Chile
Functional Currency	U.S. Dollar
Corporate purpose	Investments in movables and real estate, acquisition of companies, securities and investment instruments, investment management and development and/or participation in all kind of businesses and companies related to industrial, shipping, forestry and commercial activities.
Ownership interest (%)	50.0000%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 38,522	ThU.S.$ 35,780

Name	Servicios Corporativos Sercor S.A.
Country	Chile
Functional Currency	Chilean Pesos
Corporate purpose	Consulting services related to business management to Boards of Directors and Senior Management of all Arauco’s entities.
Ownership interest (%)	20.0000%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ (210)	ThU.S.$ 1,214

F-67


Name	Stora Enso Arapoti Industria de Papel S.A.
Country	Brazil
Functional Currency	Brazilian Real
Corporate purpose	Industrialization and commercialization of paper and cellulose, raw materials and by- products
Ownership interest (%)	20.0000%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 31,753	ThU.S.$ 40,821

Name	Genómica Forestal S.A.
Country	Chile
Functional Currency	Chilean Pesos
Corporate purpose	Developing forestry genomics, through the use of biotechnological, molecular and bioinformatics tools with the purpose of strengthening genetic programs so as to improve the competitive position of the Chilean forestry industry for priority tree species.
Ownership interest (%)	25.0000%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 113	ThU.S.$ 65

Name	Consorcio Tecnológico Bioenercel S.A.
Country	Chile
Functional Currency	Chilean Pesos
Corporate purpose	Developing of technologies which will promote the development of a biofuels industry in Chile, obtained from lingo-cellulosic materials. The future execution of this sustainable project is financed by the Innova Chile Committee.
Ownership interest (%)	20.0000%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 345	ThU.S.$ 326

Name	Novo Oeste Gestao de Ativos Florestais S.A.
Country	Brazil
Functional Currency	Real
Corporate purpose	Management of forestry activities and commercialization of wood and other products.
Ownership interest (%)	48.9912%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ (15,453)	(ThU.S.$ 8,610)

Name	Vale do Corisco S.A.
Country	Brazil
Functional Currency	Brazilian Real
Corporate purpose	Management of forestry activities.
Ownership interest (%)	49.0000 %	43.0500%

	12-31-2013	12-31-2012
Carrying amount	ThU.S.$ 186,628	ThU.S.$ 211,881

F-68

Summarized Financial Information of Associates


12-31-2013	Puertos y Logistica S.A.			Inversiones Puerto Coronel S.A.			Serv.Corporativos Sercor S.A.			Stora Enso Arapoti Ind.de Papel S.A.			Assets Novo Oeste Gestao de Ativos Florestais S.A.			Vale do Corisco S.A.			Consorcio Tecnológico Bioenercel S.A.			Genomica Forestal S.A.			Total
Current		65,928			17			1,120			103,480			10,319			14,335			5,053			1,156			201,408
Non-current		324,605			77,120			4,310			58,464			131,689			484,619			1,363			684			1,082,854
Total		390,533			77,137			5,430			161,944			142,008			498,954			6,416			1,840			1,284,262

	Puertos y Logistica S.A.			Inversiones Puerto Coronel S.A.			Serv.Corporativos Sercor S.A.			Stora Enso Arapoti Ind.de Papel S.A.			Liabilities Novo Oeste Gestao de Ativos Florestais S.A.			Vale do Corisco S.A.			Consorcio Tecnológico Bioenercel S.A.			Genomica Forestal S.A.			Total
Current		18,842			83			2,109			27,928			152,200			7,450			228			1,387			210,227
Non-current		54,654			11			1,699			0			21,344			110,631			4,464			0			192,803
Equity		317,037			77,043			1,622			134,016			(31,536	)		380,873			1,724			453			881,232
Total		390,533			77,137			5,430			161,944			142,008			498,954			6,416			1,840			1,284,262
Revenues		90,459			516			4,023			168,841			82			54,206			786			366			319,279
Expenses		(81,644	)		(32	)		(5,073	)		(154,911	)		(17,583	)		(28,381	)		(1,133	)		(389	)		-289,146
Profit or loss		8,815			484			(1,050	)		13,930			(17,501	)		25,825			(347	)		(23	)		30,133

12-31-2012	Puertos y Logistica S.A.			Inversiones Puerto Coronel S.A.			Serv.Corporativos Sercor S.A.			Stora Enso Arapoti Ind.de Papel S.A.			Assets Novo Oeste Gestao de Ativos Florestais S.A.			Vale do Corisco S.A.			Consorcio Tecnológico Bioenercel S.A.			Genomica Forestal S.A.			Total
Current		128,879			17			3,390			129,557			6,718			14,427			5,087			623			288,698
Non-current		270,393			71,600			8,266			77,658			115,753			546,037			1,659			614			1,091,980
Total		399,272			71,617			11,656			207,215			122,471			560,464			6,746			1,237			1,380,678

	Puertos y Logistica S.A.			Inversiones Puerto Coronel S.A.			Serv.Corporativos Sercor S.A.			Stora Enso Arapoti Ind.de Papel S.A.			Liabilities Novo Oeste Gestao de Ativos Florestais S.A.			Vale do Corisco S.A.			Consorcio Tecnológico Bioenercel S.A.			Genomica Forestal S.A.			Total
Current		45,162			50			4,141			31,481			667			2,932			5,114			978			90,525
Non-current		41,514			6			1,444			0			138,843			125,123			0			0			306,930
Equity		312,596			71,561			6,071			175,734			(17,039	)		432,409			1,632			259			983,223
Total		399,272			71,617			11,656			207,215			122,471			560,464			6,746			1,237			1,380,678
Revenues		89,842			0			4,040			170,380			12,697			440			1,233			1,223			279,855
Expenses		(66,833	)		(1,625	)		(4,339	)		(125,579	)		(195	)		(82	)		(1,375	)		(1,237	)		(201,265	)
Profit or loss		23,009			(1,625	)		(299	)		44,801			12,502			358			(142	)		(14	)		78,590

F-69

Movement in Investment in Associates and Joint Ventures


	12-31-2013 ThU.S.$			12-31-2012 ThU.S.$
Opening balance as of January 1		382,427			362,798
Changes
Investments in associates, Additions		334			13,562
Investment in joint ventures, Additions		0			13,715
Disposals, Investments in associates		0			(6,607	)
Share of profit (loss) in investment in associates		5,657			17,947
Share of profit (loss) in investment in joint ventures		603			986
Dividends Received, Investments in Associates		(17,074	)		(3,057	)
Increase (Decrease) in foreign exchange currency on translation of Associates and Joint Ventures		(32,060	)		(22,039	)
Other increase (decrease) in investment and associates and joint ventures		9,526			5,122
Total changes		(33,014	)		19,629
Ending balance		349,413			382,427

	12-31-2013 ThU.S.$			12-31-2012 ThU.S.$
Carrying amount of associates accounted for using equity method		321,970			353,472
Carrying amount of joint ventures accounted for using equity method		27,443			28,955
Total investment accounted for using equity method		349,413			382,427

F-70

NOTE 16.

INTERESTS IN JOINT ARRANGEMENTS

Investments and contributions made

As of December 31, 2013, Arauco, through its subsidiary Arauco Holanda Cooperatief U.A, made capital contributions for a total of ThU.S.$103,196 (ThU.S.$145,977 as of December 31, 2012) to two Uruguayan joint arrangements in order to maintain its 50% of ownership in Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A. This transaction had no effect on the consolidated statement of income.

Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A. are both involved in the project known as “Montes del Plata”, the purpose of which is to build a cutting edge cellulose production plant, with a capacity of 1.3 million tons per year, a port and an energy generation unit utilizing renewable resources, which is located at the town of Punta Pereira, Province of Colonia, Uruguay.

As of the closing of these financial statements, Arauco has committed to “Montes del Plata” in capital contributions 20.8 million Euros (equivalent to ThU.S.$28,700) and ThU.S.$102,000 in loans.

In March 2012 Arauco do Brasil S.A. (a subsidiary) made a capital contribution to Unilin Arauco Pisos Ltda. (Ex Arauco Pisos Laminados S.A.) in the form of assets for a total of ThR$24,990 (ThU.S.$10,607 at December 31, 2013) for the flooring line of the Pien location (Paraná Brasil), no gain or loss was recognized on this contribution. In April 2012, Arauco sold a 50% interest of Unilin Arauco Pisos Ltda. to Mohwak Unilin International B.V. for ThR$12,500 (ThU.S.$5,306 at December 31, 2013), becoming a joint arrangement. The sale price for this transaction was equivalent to its carrying amount and thus had no effect on profit or loss. This company is engaged in manufacturing, processing, industrialization and selling of wood laminate floors.

Investments in Uruguay are joint operations because of existing contracts that stipulate that both Arauco and Stora Enso maintain joint control of such investments, and since there is a contractual commitment of the sale of the entire pulp production to be generated from the future plant to Arauco and Stora Enso in the proportion each entity’s 50% ownership interest. Arauco has recognized the assets, liabilities, income and expenses relating to its ownership percentage from January 1, 2012, in accordance with IFRS11.

Furthermore, Arauco holds a 50% in Eka Chile S.A. (“Eka”), a company that sells sodium chlorate to cellulose plants in Chile. A contractual agreement in effect between Arauco and Eka has permitted Arauco and Eka to initiate certain joint venture activities.

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

F-71


	12-31-2013					12-31-2012
Celulosa y Energía Punta Pereira S.A. (Uruguay)	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		63,009			292,869		207,430			105,235
Non-current		2,003,894			1,109,329		1,396,687			965,918
Equity					664,705					532,964
Total Joint Agreement		2,066,903			2,066,903		1,604,117			1,604,117

Investment		332,353					266,482


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		4,485					20,434
Expenses		(42,451	)				(24,493	)
Joint Agreement Net Income (Loss)		(37,966	)				(4,059	)

	12-31-2013					12-31-2012
Forestal Cono Sur S.A. (consolidated) (Uruguay)	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		14,480			14,127		146,228			67,314
Non-current		172,540			2,076		172,167			7
Equity					170,817					251,074
Total Joint Agreement		187,020			187,020		318,395			318,395

Investment		85,409					125,537


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		33,448					12,469
Expenses		(3,705	)				(17,592	)
Joint Agreement Net Income (Loss)		29,743					(5,123	)

	12-31-2013					12-31-2012
Eufores S.A. (consolidated) (Uruguay)	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		131,068			383,978		74,054			287,246
Non-current		682,695			35,852		616,237			867
Equity					393,933					402,178
Total Joint Agreement		813,763			813,763		690,291			690,291

Investment		196,884					201,016


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		70,256					75,907
Expenses		(78,505	)				(76,390	)
Joint Agreement Net Income (Loss)		(8,249	)				(483	)

	12-31-2013					12-31-2012
Zona Franca Punta Pereira S.A. (Uruguay)	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		20,179			129,029		9,486			40,306
Non-current		382,859			87,451		266,075			89,253
Equity					186,558					146,002
Total Joint Agreement		403,038			403,038		275,561			275,561

Investment		93,279					73,001


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		6,993					7,632
Expenses		(8,940	)				(7,327	)
Joint Agreement Net Income (Loss)		(1,947	)				305

F-72

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


	12-31-2013					12-31-2012
Unilin Arauco Pisos Ltda.	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		8,548			4,753		8,294			3,054
Non-current		5,173			33		5,893			0
Equity					8,935		0			11,133
Total Joint Agreement		13,721			13,721		14,187			14,187

Investment		4,468					5,645


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		5,746					13,314
Expenses		(6,785	)				(14,258	)
Joint Agreement Net Income (Loss)		(1,039	)				(944	)

	12-31-2013					12-31-2012
Eka Chile S.A.	Assets ThU.S.$			Liabilities ThU.S.$		Assets ThU.S.$			Liabilities ThU.S.$
Current		26,596			6,541		28,271			8,001
Non-current		29,853			3,957		30,191			3,840
Equity					45,951					46,621
Total Joint Agreement		56,449			56,449		58,462			58,462

Investment		22,976					23,310


	12-31-2013 ThU.S.$					12-31-2012 ThU.S.$
Income		55,047					67,709
Expenses		(52,803	)				(64,795	)
Joint Agreement Net Income (Loss)		2,244					2,914

F-73

NOTE 17.

IMPAIRMENT OF ASSETS

Effects of forest fire

On January 2, 2012, Paneles Arauco S.A.’s industrial facilities located at Kilometer 21 of Autopista Del Itata were materially damaged due to forest fires. Such industrial facilities had production capacity of 450 thousand cubic meters of panels per year.

The fire destroyed the machinery, equipment and facilities of the panel processing area, as well as the administration buildings and inventory warehouses. It also damaged the operations of the biomass energy generation facility. The operations resumed on January 6, 2012.

Paneles Arauco S.A. as subsidiary of Celulosa Arauco y Constitución S.A had insurance policies covering fire damages. The insurance policies covered damages in the plants, industrial and non-industrial facilities, equipment, machinery, inventories, as well as losses due to business interruption.

All expenses due to fire damages were recognized as incurred. Insurance reimbursements were recognized as receivables once sufficient supporting documentation that the reimbursement would be received and/or at the date the reimbursement was received.

The line items in the financial statements as of December 31, 2012 include the following relating to the effect of the forestry fire:

•

Trade and other current receivables include insurance reimbursements not yet received for ThU.S.$29,819 relating to damages to property, plant and equipment, inventories and business interruption.

•

Impairment loss of ThU.S$70,161 in the line item Property, plant and equipment.

•

Inventory write down of ThU.S.$19,841.

•

During April and August 2012, Arauco received ThU.S.$120,000, as insurance reimbursements out of which ThU.S.$40,000 relates to business interruption losses, ThU.S.$70,000 to physical damage of property, plant and equipment and ThU.S.$10,000 to inventory losses. These payments received were presented under Other Income, net of expenses associated with the incident.

During August and December 2012, Arauco received reimbursements from insurance relating to damaged inventory and property, plant and equipment.

•

The insurance reimbursement for inventory damaged was ThUS$20,801, which at the end of the reporting period has been fully received.

F-74

•

The insurance reimbursement for property, plant and equipment and business interruption, was received in December, 2012, for a total amount of ThU.S.$ 96,986 and ThU.S.$ 46,088, respectively, which has been fully received.

Other effects

To December 31, 2013 there is still a balance of impairment provision of machinery and equipment of ThUS$ 919 due to the closure of the Plant Board lines Curitiba (Brazil) at the end of 2011.

In the period 2013, there are no new provisions for impairment associated cash generating units to inform.

Disclosure of Impairment Losses of Assets

Provisions for impairment of property, plant and equipment due to technical obsolescence have been recorded as of December 31, 2013 and 2012 as shown below:


Disclosure of Asset Impairment
Principal classes of Assets affected by Impairment and Reversal of Losses	Machinery and Equipment
Principal Facts and Circumstances that lead to Recognizing Impairment and Reversal of losses	Technical Obsolescence and Claim

	12-31-2013	12-31-2012
Information relevant to the sum of all impairment	ThU.S.$5,386	ThU.S.$4,720

Goodwill

Goodwill is allocated to the groups of cash-generating units that are expected to benefit from the synergies of the combination.

At the date of these financial statements, the balance of Goodwill is ThUS$88,141 (ThUS$94,978, at December 31, 2012 as adjusted and disclosed in Note 2), of which ThUS$40,477 was mainly generated by the acquisition of “Flakeboard” (see Note 14) and ThUS$45,055 (ThUS$51,649 at December 31, 2012) by the investment in Arauco do Brasil S.A. Both values were assigned to the panel segment.

The goodwill generated by the investment in Arauco do Brasil S.A. was allocated to the panel segment plant. The recoverable amount of the cash-generating unit was determined based on calculations of its value in use. For this calculation we used the expected future cash flows based on the operational plan approved by the management for 10-year period, applying a discount rate of 10%, which does not exceed the long-term average growth rate for the panel segment in Brazil. The change in the balance of goodwill from Arauco do Brasil S.A. is due solely to the exchange difference on foreign currency translation. Therefore, there has been no increase in the provision of impairment.

F-75

NOTE 18.

PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES

The contingent liabilities that Arauco deems appropriate to disclose are as follows:

Celulosa Arauco y Constitución S.A.

1. On April 27, 2005, the National Defense Council (Consejo de Defensa del Estado) filed a civil lawsuit against Celulosa Arauco y Constitución S.A. for reparation of environmental harm and indemnification, caused by the Valdivia Mill Plant, before the First Civil Court of Valdivia (Primer Juzgado Civil de Valdivia) (Rol 746-2005).

The Company filed its response, arguing that it is not responsible for the environmental damages and therefore that the indemnification payments as well as the alleged reparation, are inadmissible. Currently, expert reports have been submitted, most of which were against the Company’s position. On September 5, 2011, observations regarding the experts’ reports were presented. The inspection by the Court was held on the 13, 14 and 15 of March 2012. On March 13, 2013 the Court ordered the parties to hear judgment.

Subsequently, on March 26, 2013, the Court summoned the parties to two settlement hearings, which were conducted without favorable results. Subsequently, Celulosa Arauco y Constitución S.A. proposed a settlement offer which was not accepted.

On July 27, 2013, the first definitive ruling was issued in favor of the claim, with court expenses, ordering that the Company execute (at its own cost) the following measures in order to preserve the Nature Sanctuary:

To perform a study of the current status of the Wetland, through an interdisciplinary team comprised of various experts in the fields of biology, chemistry and physics, for which it must create an independent committee in which the parties participate, for a term that shall not exceed one year. The studies shall include the status of water and the Wetland’s flora and fauna.

The creation of an artificial wetland, as a sentinel controlled environment, with representative species of the Río Cruces wetland, which receive the first impact of the discharge of riles, which shall be located immediately after the tertiary treatment and before their discharge into the Río Cruces.

The performance of a continuous environmental monitoring program by the Company, for a period that shall not be less than 5 years, and shall be conducted pursuant with the environmental assessment conditions set forth in RCA 279/98 and its subsequent amendments.

The creation of a Wetlands Investigation Center, pursuant with what was proposed by the Company.

Community development programs related to the Wetland in the manner that was proposed by the Company.

With regard to monetary damages, the ruling ordered the Company to pay in the compliance stage, however the form and amount of the payments were not determined.

The ruling was communicated to the Company on August 9, 2013. After a thorough analysis of the ruling, Celulosa Arauco y Constitución S.A. decided not to appeal. This decision was made as it would allow the creation of the conditions for commencing the implementation of the measures in favor of the Wetland, without waiting for further judicial terms.

F-76

Currently, the decision is binding and conclusive, and all personal and court expenses have been paid.

As regards damages, the State Defense Council and the Company reached an agreement on the amount thereof, which amount is equivalent to $2,600 million Chilean pesos (ThU.S.$4,956), payable to the State. This agreement will require approval by the Ministry of Finance.

The referred amount would be in addition to the $2,600 million Chilean pesos (ThU.S.$4,956) that the Company has committed to and will spend to finance the implementation of the community development programs ordered by the decision, which shall be to the benefit of the community.

The amount of $5,200 million Chilean pesos (ThU.S.$9,912 as of December 31, 2013) corresponding to the sum indicated in the last two preceding paragraphs, is recognized in the financial statements of Arauco at end of this period.

Arauco, the State Defense Council and an interdisciplinary committee are working on the measures to preserve the Nature Sanctuary listed in points 1) to 4). Once the form to carry out the measures is finalized, the associated costs will be determined and will be disbursed gradually beginning in 2014.

2. On August 25, 2005, the Chilean Servicio de Impuestos Internos (the “Chilean IRS”) issued tax calculations No. 184 and No. 185 of 2005, objecting to certain capital reduction transactions effected by Arauco on April 16, 2011 and October 31, 2001, and furthermore, requested reimbursement from the Company for amounts returned to it in respect of certain claimed tax losses. On November 7, 2005, the Company requested a Review of the Supervision Action (Revisión de la Actuación Fiscalizadora, or “RAF”), which is an administrative review of the tax action brought by the Chilean IRS, and filed a claim disputing the abovementioned tax calculations No. 184 and 185 of 2005. The RAF was resolved on January 9, 2009 by the Chilean IRS, which resolution, however, only partially sustained the Company’s request. In response, the Company filed an additional complaint with regard to the portion of the RAF that was not granted by the administrative review. On February 19, 2010, the Court acknowledged receipt of the Company’s request. Subsequently, the tax authority issued a report and the Company commented on such report. This case is currently pending.

3. On June 22, 2011 Celulosa Arauco y Constitución S.A. was notified of a civil claim for compensation of prejudice for an alleged tort liability, filed by twelve fishermen of the Mataquito River before the Court of First Instance, Guarantee and Family of Licantén under Docket number 73-2011. The case arose out of dead fish allegedly found in the Mataquito River on September 5, 2007 caused by the Licancel Plant. The plaintiffs seek to be compensated for alleged damages that they have suffered from the aforementioned event, including lost profits, pain and suffering and an alleged contractual liability. The probationary period was finished, and only letters addressed to several authorities need to be answered.

4. On December 20, 2012, the Company was notified of the civil damages claim in summary proceedings, lodged by a group of settlers in the La Concepción sector, near to the Nueva Aldea Plant. The settlers are claiming compensation for alleged environmental damages that affected their quality of life. The claim demands monetary and non-monetary damages. The purported damages refer to atmospheric emissions, pollution in river streams, risks related with truck transit and forest fire risks.

F-77

On December 27, 2012, the Company requested and obtained from the Court that the lawsuit be treated as ordinary and not summary proceedings. Currently the case is in the preliminary stage of evidence gathering, having already exhausted the discussion period.

Alto Paraná S.A.

1.(i) On October 8, 2007, the Federal Administration of Public Income (Administración Federal de Ingresos Públicos) (“AFIP”) initiated an ex oficio proceeding against the Company’s Argentine affiliate Alto Paraná S.A. (“APSA”) questioning whether APSA erred in deducting from its income tax liability certain expenses, interest payments and exchange rate differences generated by Private Negotiable Obligations which were issued by APSA in 2001 and paid in 2007.

On November 20, 2007, APSA submitted a counterclaim to the claims presented by AFIP, completely rejecting all of AFIP’s allegations and asserting legal arguments that justify its actions in the determination of its tax burden.

On December 14, 2007, AFIP notified APSA that its counterclaim had been dismissed, thus issuing an ex oficio ruling and ordering the payment, within 15 working days, of the calculated income tax difference for the 2002, 2003 and 2004 fiscal years of $417,908,207 Argentine Pesos including capital (ThU.S.$ 64,086 at December 31, 2013), compensatory interest, and fines for omission.

On February 11, 2008, APSA appealed the aforementioned ruling before the National Tax Court (Tribunal Fiscal de la Nación) (“TFN”).

On February 8, 2010, APSA was notified of TFN’s ruling, which confirmed the ruling issued by AFIP, with court expenses, based on arguments different from those that justified AFIP’s ex oficio decision. This decision by the TFN extinguished the administrative process. As a result, the Company’s only remaining option was to pursue a remedy before the Contentious Administrative Matters Federal Appeals Court (Cámara de Apelaciones en lo Contencioso Administrativo Federal) (“CACAF”) and, subsequently, the National Supreme Court of Justice (Corte Suprema de Justicia de la Nación).

On February 15, 2010, APSA appealed before the CACAF, making all necessary submissions with the purpose of attaining a revocation of the contested decision. APSA paid litigation fees (tasa de justicia) in the amount of $5,886,053 Argentine Pesos (ThU.S.$856 at December 31, 2013).

On March 18, 2010, the CACAF issued a court decree in which it ordered the AFIP to refrain from requesting the blocking of preventive interim relief measures, administratively demanding payment, issuing debt invoices, or initiating judicial collection actions, including seizure of property and other enforcement measures, against APSA until CACAF reaches a decision on APSA’s request for an injunction.

On May 13, 2010, the CACAF decided to grant the injunction requested by APSA, ordering to suspend the enforcement of the AFIP resolution until the final decision on this matter. This injunction was granted by the CACAF subject to the granting of a corresponding bond. On May 19, 2010, APSA filed with the Appeal Court a surety policy issued by Zurich Argentina Cía. de Seguros S.A. On May 20, 2010, the CACAF asked APSA to specify the areas covered by the surety insurance. On May 28, 2010 APSA complied with this request and attached Endorsement No. 1 of the surety policy in favor of the CACAF – Trial Chamber I – in the amount of $ 633,616,741 Argentine Pesos (equivalent to ThU.S.$97,166 as of December 31, 2013), which includes initial capital, plus adjustments and interests to the date of the bond. On June 2, 2010 the CACAF accepted this surety filed by APSA and sent notice to AFIP of the injunction granted. On June 4, 2010 the AFIP was notified of the ruling dated May 13, 2010, which is final since June 22, 2010.

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On February 1, 2013, APSA received notice of the decision dated December 28, 2012, whereby the First Chamber of Appeals rejected the appeal lodged by the Company, confirming the ex officio determination of the AFIP, and imposed the judicial fees for both instances as per their generation, since there was contradictory case law. The Company appealed this decision before the Supreme Court of the Nation via the various legal procedural remedies available. On February 4, 2013, the Company filed an ordinary appeal against the Chamber’s decision and on February 19, 2013, it also filed an extraordinary appeal against the same judgment, both before the Supreme Court of the Nation. On May 6, 2013, APSA was notified of the decision of the Court of Appeals that, as of April 23, 2013 granted the ordinary appeal to the Supreme Court of Justice of the Nation and was present, to her chance the Extraordinary Appeal field. On May 27, 2013, the file was forwarded to the Supreme Court of Justice of the Country. On June 3, 2013, APSA was notified of the procedural ruling issued by the High Court on May 29, 2013, declaring that the Ordinary Appeal had been duly received. On June 17, 2013, APSA submitted a duly founded presentation in connection with the Appeal, which the Court subsequently ordered to be transferred to AFIP, a circumstance of which the Company was notified on June 28, 2013. On August 5, 2013, the file was awarded to the Judicial Secretariat No. 7 (specialized in tax matters).

The reasoning of the Chamber of Appeals’ decision did not modify the opinion of our external counsel in that the Company acted in accordance with law when deducting the interest, expenses and exchange differences in the indebtedness challenged by the State, and they still hold that there are good possibilities for the decision to be quashed, rendering without effect AFIP’s ex officio determination.

(ii) Within the course of this case’s proceedings, and particularly regarding payment of the litigation fees (tasa de justicia) before the TFN, on July 18, 2008, the Examining Officer ordered APSA to pay $10,447,705 Argentine Pesos (ThU.S.$1,602 at December 31, 2013) as payment of Tasa de Actuación (Litigation Fee) before the TFN. On August 14, 2008, APSA filed a petition with the court requesting that this order be reconsidered, or alternatively, rejected it on the grounds that the requested amount was unreasonable. APSA provided evidence that it had paid $1,634,914 Argentine Pesos (ThU.S.$251 at December 31, 2013), considering that this was the actual amount due, pursuant to Law, for the Tasa de Actuación (Litigation Fee). On April 13, 2010, the First Chamber of the CACAF denied APSA’s appeal. On April 26, 2010 APSA filed an ordinary appeal against the latter decree before the Supreme Court of the Justice, which was granted on February, 3, 2011. On June 23, 2011 the brief with the ordinary appeal was filed before the Supreme Court. On July, 14, 2011 the AFIP answered the petition of this brief. On May 8, 2012, the Supreme Court ruled that the ordinary remedy was wrongly admitted, since the appealed sentence was not a final ruling. The case file was returned to First Chamber of the National Appeals Court of Contentious Administrative Matters. On June 15, 2012, APSA requested that the case be suspended until the substantial issues of the case were resolved, a request which was rejected by the CACAF on June 25, 2012. On July 2, 2012, APSA filed a motion to reconsider, requesting that such ruling be rendered ineffective and the extraordinary proceeding be suspended until the substantial issues of the case were ruled on, also expressing that it still maintained its interest in the extraordinary remedy that was submitted. On August 21, 2012, APSA filed a presentation which expressed its interest to maintain the extraordinary appeal. Based on their analysis of the grounds underlying the appeal, APSA’s counsel has an optimistic view of the case.

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2. On November 28, 2008, Alto Paraná S.A. (APSA) was notified of Resolution 212 issued by the Argentine Central Bank (BCRA) on November 19, 2008, by which the BCRA ordered Indictment No. 3991 questioning the timely liquidation of certain foreign currency.

With respect to APSA’s export proceeds. APSA responded to the charges in a timely and correct manner. Currently, the report is in Nº 8 Economic Criminal Court, 16th Secretariat.

As of the date of these consolidated financial statements and considering the preliminary state of proceedings, Alto Paraná S.A. (APSA) legal advisors are not in a position to estimate the outcome. Therefore, with the understanding that there are no legal grounds for the charges, no provision has been made for this claim. At the closing date there are no other contingencies that might significantly affect the Company’s financial, economic or operational conditions.

3. On December 6, 2013, Alto Paraná S.A. was served upon Resolution 803 issued by the Central Bank of the Republic of Argentina (BCRA) on November 22, 2013. By means of such resolution, the BCRA initiated Investigation No. 5581, whereby it is sought to determine the absence of currency inflow and liquidation, and the delayed inflow of currency arising from export operations.

Alto Paraná S.A. was granted 10 banking days to submit its discharges and propose evidence. On December 9, 2013, the BCRA granted Alto Paraná S.A. an extension of additional 10 banking days, which are computed as of the expiration of the original term. As a result of this extension, this term has not yet expired. The discharge was presented on February 10, 2014.

As of the date of issuance of these financial statements, in the opinion of the Company´s legal advisors, the likelihood in obtaining a favorable outcome (that is to say, no fines imposed) is high, given the solid defense arguments raised by APSA and the judicial background related to infractions of a similar nature.

Arauco do Brasil S.A.

On November 8, 2012, Brazilian Tax Authorities issued an Infraction Notice against one of our Brazilian subsidiaries, Arauco do Brasil S.A., for alleged unpaid taxes purportedly due by such company for the years 2006 to 2010. In particular, the Tax Authorities (i) objected to the deductibility of certain payments made and expenses incurred (including premium amortization, interest and legal expenses) by Arauco do Brasil between 2005 and 2010 and (ii) alleged that Arauco do Brasil made certain underpayments in respect of the Brazilian Corporate Income Tax (“IRPJ”) and the Brazilian Social Contribution on Net Profits (“CSL”) during 2010.

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Forestal Celco S.A.

1. On April 14, 2009, Forestal Celco S.A. was notified of a civil lawsuit filed by Mario Felipe Rojas Sepúlveda, on behalf of Víctor Adrián Gavilán Villarroel against Cooperativa Eléctrica de Chillán Limitada and against Forestal Celco S.A. The lawsuit aims to make both companies jointly and severally liable for compensation of alleged material damages suffered as a result of a fire that occurred on January 12, 2007 on the El Tablón county property, which belongs to Forestal Celco S.A.

On April 30, 2009 Forestal Celco S.A. filed dilatory exceptions, which pointed to some defects in the demand. The plaintiff rectified the defects, and the Company replied to the demand. On March 8, 2011 the Court issued the legal judgment of first instance rejecting the claim. On March 21, 2011, the plaintiff appealed against the first instance verdict. The Court of Appeals confirmed the Civil Court’s ruling. The plaintiff filed cassation appeals before the Supreme Court, and their decision is still pending. The Court of Appeals of Chillán rejected both appeals. Against the latter judgment, the plaintiff filed a cassation appeal on the merits and the form. The case was forwarded to its Excellence the Supreme Court. The Company appeared before the Court on October 11, 2012, under case file No. 7610-2012. The case was heard. The Supreme Court urged the parties to settle, but the parties did not reach an agreement. Currently, the case file is in possession of the authoring Judge to decide upon the remedies sought by the plaintiff.

2. On January 26, 2011, Forestal Celco S.A. was notified of a civil claim submitted by Mr. Hans Fritz Muller Knoop against Cooperativa Eléctrica de Chillán Limitada and Forestal Celco S.A., which seeks that both companies be condemned to pay (jointly and severally) an indemnity for the alleged material damages caused as a result of the spreading of a fire on January 12, 2007, in the estate named “El Tablon”, owned by Forestal Celco S.A. The case was filed as Case N°4.860-2010 in the Second Civil Court of Chillán.

On January 10, 2012, the court ruled first instance verdict condemning both defendants to pay the plaintiff jointly the sum of $288,479,831. Both defendants contested the ruling. On June 4, 2013, the Court of Appeals of Chillán revoked the sentence, deciding to reject the claim in all its parts. On June 21, 2013, the plaintiff submitted a Casation Appeal for annulment, based in the inobservance to both procedural and legal provisions. Currently, the declaration of admissibility for these proceedings is pending before the Supreme Court. The case was forwarded to its Excellence the Supreme Court. The Company appeared before the Court on July 10, 2013, under case file No. 4,553-2013. The case was heard. The Supreme Court urged the parties to settle, but the parties did not reach an agreement. Currently, the case file is in possession of the authoring Judge to decide upon the remedies sought by the plaintiff.

3. On September 26, 2005, in proceedings numbered 48,679-2006 of the Civil Court of Constitución, Forestal Celco S.A. submitted a claim against Forestal Constitución Ltda. and Ms Vitelia Morán Sepúlveda and other 7 natural persons, with the goal of obtaining a ruling that acknowledges its sole ownership over the Lierecillo estate (1,126 hectares), formed by various property registrations, also seeking that the defendants be sentenced to jointly and severally pay $20,000,000 as well as a damage compensation for having harvested a portion of the aforementioned estate. On April 23, 2006, Mr. Adolfo Numi Velasco, acting on behalf of all the aforementioned natural persons, answered the claim requesting its rejection, arguing that his clients are the sole owners of the estate named “Lierencillo” which they call “El Macaco”, also submitting a counterclaim with the purpose of demanding that Forestal Celco S.A. return such estate, of 162.7 hectares, plus a damage compensation for the resulting damages, loss of profit and moral damage. On June 29, 2009, a first instance ruling was issued in favor of Forestal Celco S.A’s claim, only with regards to the declaration of ownership, rejecting all other aspects of that claim as well as the corresponding counterclaim. Currently, the case is being reviewed by the Court of Appeals of Talca, under court registration number 267-2012, for a ruling regarding the appeal submitted by the defendant, who is also a counterclaiming plaintiff. Currently the case is in agreement.

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4. On September 11, 2012, Forestal Celco S.A. was served with a voidance claim regarding the partition award and the purchase and sale agreement dated November 28, 1994, regarding the property called “Loma Angosta”, which occupies an area of 281,89 hectares. As part of the claim, Forestal Celco S.A. was also sued for damages. The lawsuit was filed by Julián Eduardo Rivas Alarcón, on behalf of Nimia del Carmen Álvarez Delgado, against Patricia del Carmen Muñoz Zamorano and Forestal Celco S.A. The lawsuit was filed before the Civil and Criminal Court of Quirihue, under docket number C-108-2012. On October 4, 2012, Forestal Celco S.A. submitted before the court a relative incompetence defense. On October 10, 2012, the other co-defendant also filed a defense arguing the Court’s relative incompetence. The Court’s decision on both defenses is currently pending. On October 4, 2012 Forestal Celco S.A. opposed dilatory exception of relative incompetence. Dated October 10, 2012, the other defendant also objected dilatory exception of lack of jurisdiction. Both exceptions are pending resolution by the Court. On August 1, 2013, the Court decided to dismiss the motions to correct the proceedings on formal grounds submitted by both defendants - additionally sentencing them to pay court costs - a ruling that was appealed by Forestal Celco S.A. In parallel, on August 7, 2013, Forestal Celco S.A. filed a motion to declare the proceedings abandoned, a request that was rejected by the Court on August 8, 2013, by way of a resolution that was appealed by Forestal Celco S.A. The Court of Appeals confirmed the dismissal of the dilatory pleas and the motion to adjudge procedural abandonment. On August 13, 2013, Forestal Celco S.A. answered the claim, requesting that it be rejected. The case is pending at first instance.

5. On January 4, 2013, Forestal Celco S.A. was served with a civil claim by Sociedad de Transportes Juan y Joel Cea Cares y Compañía Limitada which seeks to terminate the document known as “General Framework Agreement” including damages allegedly brought by Forestal Celco S.A. A conciliation hearing was held without any resolution. On January 24, 2014, the order to produce evidence was issued. Reconsideration appeal was brought against such order. Such appeal has not been decided upon.

6. On December 21, 2013, Forestal Celco S.A. was served upon an ordinary damages claim based on tort liability, brought by Mr. Eduardo Alberto Contreras Lagos on behalf of Mrs. Olga Albina Gajardo Ortéga, her spouse Mr. Jorge Leonidas Machuca Vilugrón and their sons, Johnatan David Machuca Gajardo, Walter Eduardo Machuca Gajardo and Brian Esteban Machuca Gajardo, in case docket No. C-7008-2013, before the First Civil Court of Chillán. The plaintiffs demand compensation for the physical and moral damages arising from the fall of a 20 meter tall tree, which allegedly was located on a property of the defendant, on their vehicle when they were travelling through Route 160 towards Laraquete in the Eighth Region. This event occurred on January 3, 2010. Currently, the defendant brought dilatory pleas, which were accepted by Court and therefore the plaintiffs must rectify or correct the failings in their complaint.

7. On October 26, 2012, Forestal Valdivia S.A., now Forestal Celco S.A., was notified of a restitution suit filed by Mr. Nelson Vera Moraga, Attorney representing the estate of Mrs. Julia Figueroa Oliveiro, which occurred over 60 years ago.

That application was lodged with the Civil Court of Loncoche, Docket Number 79-2012, and the lawsuit demanded the recovery and restitution of two estates, with their products and improvements, arguing that the aforementioned estate is the sole and exclusive owner of two real estate properties whose total surface amounts to 1,210 hectares and are allegedly occupied by Forestal Valdivia S.A. without legal title. On January 14, 2013, the Company filed a response requesting the rejection of this claim. The ordinary term for providing evidence has expired as of this date. Certain evidentiary proceedings requested by the parties during the ordinary term for providing evidence are still pending and they will be carried out to the extent authorized by the Court.

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8. On November 17, 2003, Bosques Arauco S.A., now Forestal Celco S.A., was notified of a property restitution claim brought by Ms. Celmira Maria Curin Tromo, who requested the restitution of certain real estate property profits and damages in a Special Indigenous Lawsuit, claiming that she is the sole and exclusive owner of the 5.5 hectares of land, which are allegedly occupied by Bosques Arauco S.A. in blatant disregard of her property interest. On June 6, 2008, the first decision was issued, rejecting the claim. The decision was appealed and the Corte de Apelaciones de Temuco (High Court of Appeals of Temuco) overturned the decision on January 6, 2009, ruling in favor of the plaintiff with regard to every portion of the claim and ordering the restitution of the land, along with all profits and damages caused by Bosques Arauco S.A. to the land, the assessment of which was deferred to the ruling’s execution phase.

On October 28, 2009, the plaintiff requested the execution of the ruling with notice to the defendant, in addition to compensation for the alleged moral harm personally experienced by her. After being notified of the request, Bosques Arauco S.A., in turn, requested that this request be nullified on the grounds that the alleged harm and suffering was not part of the judicial proceedings and that therefore was not part of the final judgment. This application has not yet been resolved by the court. On July 10, 2013 Bosques Arauco S.A. appropriated the amount sued for in property damages and on July 15, 2013, the Court recorded that appropriation.

9. In 1999, Bosques Arauco S.A., now Forestal Celco S.A., was notified of a property recovery claim filed by Ms. Silvia Aurora Escalona Fernández, Mr. Nazario Israel Escalona Fernández and Mr. Carlos Alfonso Escalona Fernández, who demanded the restitution of a portion of land equal to 426.93 hectares located within a larger rural property named Cerro Alto y Las Ánimas, located in the borough of Los Álamos, with a total surface of 505.27 hectares. The claimants have reserved their right to discuss damages for deterioration and products for a later stage in the trial. The claim ultimately requested the court to declare that the claimants are the exclusive and lawful owners of the land named Cerro Alto y Las Ánimas in its entire surface, and, in lieu thereof, in the area determined by the court. The claim was filed before the Civil Court of Lebu, under Case File Number C-16,073-1999. The defendant responded to the claim noting that the facts presented in said claim were untrue, and that the claimant only had rights and actions over a lot of forty blocks, Bosques Arauco S.A. being the exclusive owner of the land known as Cuyinco Alto, with an aggregate surface of 4,800 hectares. On April 29, 2013, the Court issued its decision wholly dismissing the claim. On June 21, 2013, the claimant appealed the judgment by way of an ordinary appeal and a cassation appeal on formal grounds. As of October 11, 2013, both appeals are awaiting their hearing before the Court of Appeals of Concepción (Case Docket No. 1,229-2013). On January 8, 2014, the Court decided to return the case to the court of first instance so it proceed to complement the decision in respect of documentary challenges, thus suspending in the meantime the ruling which ordered to hear the case. The case is currently pending.

10. In 1997, Bosques Arauco S.A., now Forestal Celco S.A., was notified of a squatting claim filed by Mr. José Miguel González San Martín, who, in his capacity as co-owner and holder of rights and actions over the property known as Cuyinco, located in the borough of Los Álamos, with a surface of 1,250 hectares, argued that Bosques Arauco was unlawfully occupying the aforementioned property and requested that the latter be compelled to give up the land. Bosques Arauco S.A. answered the claim requesting its dismissal, in light of the fact that said company is the exclusive and registered owner of the Cuyinco Alto property, within which land are the areas known as Cuyinco and Cerro Alto, having acquired the land by a purchase agreement to which the very plaintiff was one of the sellers. The claim was filed before the Civil Court of Lebu. On April 29, 2913, the Civil Court issued its decision

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wholly dismissing the claim. The claimant appealed the judgment and it was received by the Court of Appeals of Concepción on August 16, 2013 (Case Docket No. 1,142-2013). On December 23, 2013, the Appeals Court upheld the ruling of lower Court and such judgment is firm and enforceable. Accordingly, this case has been finalized.

11. On September 4, 2013, Forestal Arauco S.A., now Forestal Celco was notified of a civil damages claim for alleged non-compliance with contractual obligations, filed by Mr. José René Campos Castillo, Ms. Guadalupe del Carmen Gallardo Rivas, Mr. Iván Patricio Campos Gallardo, Ms. Elizabeth del Carmen Campos Gallardo, Mr. Remigio Pedreros Catril, Ms. Rosa Eudolia García Díaz, Mr. Edgardo Remigios Pedreros García, Ms. Marianela Judelina Pedreros García, Mr. Jorge Antonio Petit-Laurent Pries, Ms. Ida Haydeé Sáez Arriagada, Mr. Jaime Antonio Petit-Laurent Sáez and Mr. Víctor Mauricio Petit-Lauren Sáez against Empresa de Transportes y Servicios Forestales Trayenko Ltda. and Forestal Arauco S.A. The claim sought for the defendant companies to be held jointly and severally liable or jointly liable in equal proportions, or in the proportion established by the Court, or in lieu thereof, to hold only the latter company liable for the payment of non-monetary damages suffered by the relatives identified in the claim. Based on the claim, a mechanical failure, among other reasons, resulted in the death of Mr. Víctor Campos Gallardo, Mr. Danilo Pedreros García and Mr. Emilio Joaquín Petit-Laurent Sáez (the driver and occupants of a truck that overturned) due to a traffic accident that occurred on September 10, 2009, in the Curaquilla Intersection, borough of Arauco.

The claim was filed before the Civil Court of Arauco (Case File No. C-371-2013). Forestal Arauco appeared in the trial presenting a motion to annul all proceedings, as well as, a motion to amend the proceedings as per N°6 of Article 303 of the Civil Procedures Code. The Court admitted both motions and suspended the main proceedings while the motions were addressed, opening a term for evidence for the first of said motions. Forestal Arauco filed a reconsideration appeal with respect to this ruling. Concurrently, the main defendant answered the claim directly. The resolution of the motions is still pending.

12. On October 8, 2013, Bosques Arauco S.A., now Forestal Celco S.A. was notified of a civil claim filed by Mr. Manuel Antonio Fren Casanova, requesting the court to declare the properties known as Cuyinco and Cuyinco Alto as two different properties and, therefore, to order the cancellation of the ownership registration in the name of Bosques Arauco S.A. found on N° 290 of page 266 of the Registry of Property kept by the Real Estate Registrar of Cuyinco Alto, on the grounds that, Bosques Arauco S.A. erroneously understood that its property, Cuyinco Alto of 4,600 hectares, would also encompass the land known as Cuyinco, which allegedly belongs to the claimant.

The claim was filed before the Civil Court of Lebu (Case File No. C-269-2013). On November 21, 2013, the claim was answered. The plaintiff did not submit a rejoinder. The company has submitted the respective rejoinder.

13. On December 21, 2013, Forestal Celco S.A. was served upon an ordinary damages claim based on tort liability, brought by Mr. Eduardo Alberto Contreras Lagos on behalf of Mrs. Olga Albina Gajardo Ortéga, her spouse Mr. Jorge Leonidas Machuca Vilugrón and their sons, Johnatan David Machuca Gajardo, Walter Eduardo Machuca Gajardo, and Brian Esteban Machuca Gajardo, before the First Civil Court of Arauco (Case Docket No. C-500-2013). The plaintiffs demand physical and moral damages arising from the fall of a 20 meters height tree, which allegedly was placed in a property of the defendant, over their vehicle, when they were travelling through Route 160 towards Larquete in the Eighth Region, which event took place on January 3, 2010. Currently, the defendant brought dilatory pleas, which have not been decided upon yet.

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Forestal Cholguán S.A.

1. On December 12, 2010, the company Sociedad Forestal Cholguán S.A. was notified of a boundaries and site fencing claim, submitted by Banfactor Servicios Financieros Limitada’s Receiver before the 30^th Civil Court of Santiago, file number 12,825-2010, labelled “Banfactor Servicios Financieros Limitada and Forestal Cholguán S.A.”, which seeks to set the boundaries and site fencing between the neighboring property owned by Forestal Cholguán S.A., named Hacienda Canteras, and an estate named “Fundo Roma”. An expert determined that there is not any adjoining land called “Fundo Roma”, finding Hacienda Canteras perimeter closed and defined for many years. Within the context of these same proceedings, on December, 2010, the Court issued a cautionary injunctive measure prohibiting the execution of acts or agreements regarding the lumber and forest products located within “Fundo Roma”. On April 3, 2012, the court issued a decision rejecting the claim. The ruling was appealed by the plaintiff and the interested party, Banco del Desarrollo.

On April 13, 2012 Forestal Cholguán S.A. filed a request to lift the preliminary injunction; however such request was rejected by the Court. Accordingly, the Company filed a second appeal. A hearing was held for both plaintiffs’ appeals. On October 10, 2013, the Court of Appeals upheld the court of first instance’s decision that had rejected the claim. Currently the judgment is enforceable and the preliminary injunction has been lifted. Finished judgment.

Aserraderos Arauco S.A.

On January 30, 2014, Aserraderos Arauco S.A. was served with a damages claim based on alleged tort liability on grounds of shared or combined negligence, lodged by Messrs. Marilyn Jane Medina Fuentes, Griselott Yazmin Villegas Medina, José Manuel Villegas Medina and Yerman Leandro Villegas Medina, surviving spouse and sons, respectively, of the late subcontracted worker Mr. Roberto Villegas Medina, employe of the subcontractor Company Recursos Humanos Sergall Ltda., who passed away on his way to the hospital of Curanilahue as a consequence of an accident that had occurred at the Station located at the Horcones complex (borough of Arauco) in the early morning on February 27, 2010, day of the earthquake that struck the central-southern area of Chile. The lawsuit was brought against Productora de Maderas Paranal Ltda. and Aserraderos Arauco S.A., and seeks the compensation of physical or pecuniary damages (loss of profits), as well as of moral (non-punitive) damages. As a result, in the event that the lawsuit is dismissed, the same is brought against the Asociación Chilena de Seguridad (ACHS).

Inversiones Arauco Internacional Ltda.

1. On May 5, 2011, the Chilean Internal Revenue Service (”Chilean IRS”) issued liquidations N° 7 and 8 to Inversiones Arauco Internacional Ltda., objecting the reasonableness and necessity that a compensation payment made by the Company under the framework of partnership and participation in Forestal Cono Sur S.A. of Uruguay, is regarded as a deductible expense.

On May 4, 2012, the Company presented a claim to the Tax Court against liquidations No. 7 and 8. Currently, the Complaint was forwarded to the Inspector for that report. The auditor issued a report. The Company submitted observations to the report of the Inspector. The case is pending.

At the end of each reporting period there are no other contingencies that might significantly affect the Company’s financial, position or results of operations.

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Provisions recorded as of December 31, 2013 and 2012 are as follow:


Classes of Provisions	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Provisions, Current		9,696		9,176
Provisions for litigations		9,696		9,176
Provisions, non-Current		24,167		13,285
Provisions for litigations		8,710		4,671
Other provisions		15,457		8,614

Total Provisions		33,863		22,460


	12-31-2013
Movements in Provisions	Litigations ThU.S.$			Other Provisions ThU.S.$			Total ThU.S.$
Opening balance		13,847			8,614			22,460
Changes in provisions
Increase in existing provisions		12,903			8,575			21,478
Used provisions		(5,183	)		—			(5,183	)
Increase (decrease) in foreign currency exchange		(3,009	)		(1,732	)		(4,741	)
Other Increases (Decreases)		(152	)		—			(152	)
Total Changes		4,560			6,843			11,403
Closing balance		18,406			15,457			33,863

	12-31-2012
Movements in Provisions	Litigations ThU.S.$			Other Provisions ThU.S.$			Total ThU.S.$
Opening balance		15,400			3,188			18,588
Changes in provisions
Increase in existing provisions		2,662			(199	)		2,463
Used provisions		(1,148	)		—			(1,148	)
Increase (decrease) in foreign currency exchange		(1,539	)		—			(1,539	)
Other Increases (Decreases)		(1,528	)		5,624			4,096
Total Changes		(1,554	)		5,426			3,872
Closing balance		13,847			8,614			22,460

Provisions for litigations are for labor and tax claims whose payment period is uncertain. Other provisions include the liability recognition for investments with net asset deficiency at the end of the reporting period.

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NOTE 19.

INTANGIBLE ASSETS


	12-31-2013			12-31-2012
Classes of Intangible Assets, Net	ThU.S.$			ThU.S.$
Intangible assets, net		99,651			105,234
Computer software		17,004			14,467
Water rigths		5,422			5,114
Customer		70,054			77,454
Other identifiable intangible assets		7,171			8,199
Classes of intangible Assets, Gross		135,790			131,100
Computer software		43,197			38,774
Water rigths		5,422			5,114
Customer		78,800			78,800
Other identifiable intangible assets		8,371			8,412
Classes of accumulated amortization and impairment
Total accumulated amortization and impairment		(36,139	)		(25,866	)
Accumulated amortization and impairment, intangible assets		(36,139	)		(25,866	)
Computer software		(26,193	)		(24,307	)
Customer		(8,746	)		(1,346	)
Other identifiable intangible assets		(1,200	)		(213	)

Reconciliation of the carrying amount of intangible assets at the beginning and end of each reporting period balances


	12-31-2013
Reconciliation of intangible assets	Computer Software ThU.S.$			Water Rigths ThU.S.$		Customer ThU.S.$			Others ThU.S.$			TOTAL ThU.S.$
Opening Balance		14,467			5,114		77,454			8,199			105,234
Changes
Additions		5,870			19		—			—			5,889
Disposals		(335	)		—		—			(4	)		(339	)
Amortization		(3,917	)		—		(5,158	)		(761	)		(9,836	)
Increase (decrease) in foreign currency conversion		912			—		(2,242	)		(259	)		(1,589	)
Others Increases (Decreases)		7			289		—			(4	)		292
Changes Total		2,537			308		(7,400	)		(1,028	)		(5,583	)
Closing Balance		17,004			5,422		70,054			7,171			99,651

F-87


	12-31-2012
Reconciliation of intangible assets	Computer Software ThU.S.$			Water Rigths ThU.S.$			Customer ThU.S.$			Others ThU.S.$			TOTAL ThU.S.$
Opening Balance		9,772			5,811			—			2,581			18,164
Changes
Additions		8,180			—			—			307			8,487
Additions Business combination		—			—			78,800			5,500			84,300
Disposals		(347	)		(773	)		—			—			(1,120	)
Amortization		(3,016	)		—			(1,346	)		(213	)		(4,575	)
Increase (decrease) in foreign currency conversion		(123	)		—			—			(17	)		(140	)
Others Increases (Decreases)		1			76			—			41			118
Changes Total		4,695			(697	)		77,454			5,618			87,070
Closing Balance		14,467			5,114			77,454			8,199			105,234


		Minimun life		Maximum life
Computer Software	Years		3		16
Customer	Years		15		15
Trademark	Years		7		7

The amortization of customer base and computer software is presented in the Consolidated Statements of Income line item Administrative Expenses.

F-88

NOTE 20.

BIOLOGICAL ASSETS

Biological assets comprise of forestry plantations, mainly radiata and taeda pine, and to a lower extent of eucalyptus. The plantations are located in Chile, Argentina, Brazil and Uruguay, with a total surface of 1.6 million hectares, out of which 1.02 million hectares are used for forestry planting, 389 thousand hectares are native forest, 178 thousand hectares are used for other purposes and 53 thousand hectares not yet planted.

As of December 31, 2013, the production volume of logs totaled 20 million cubic meters (18.7 million cubic meters as of December 31, 2012).

Measurements of fair value of Arauco’s biological assets are classified as Level 3, due to the fact that inputs are not observable. However, this information reflects the assumptions that market participants would use in pricing the asset, including assumptions about risk.

These unobservable inputs were developed using the best information available and includes own information of Arauco. These unobservable inputs can be adjusted if the available information indicates that other market participants would use different information or there is something specific in Arauco that is not available to other market participants (e.g., a specific synergy of the entity).

The main considerations in determining the fair value of biological assets include the following:

•

Arauco uses the discounted expected future cash flows of its forest plantations, which are based on a harvest projection date for all existing plantations.

•

Current forestry plantations are projected based on a not decrease total volume, with a minimum growth equivalent to the current supply demand.

•

Future plantations are not considered.

•

The harvest of forestry plantations supplies raw materials for all other products that Arauco produces and sells. By directly controlling the development of forests that will be processed, Arauco ensures high quality timber for each of its products.

•

Expected cash flows are determined in terms of harvest and expected sale of forestry products, associated with the demand from the Company’s owned industrial centers and sales to third parties at market prices. Sales margin is also considered in the valuation of the different products that are harvested in the forest. Any changes in the fair value of the plantations are recognized in profit or loss in the line item Other income within the consolidated statement of income. Changes in fair value of biological assets were ThUS$267,763 during 2013 (ThUS$243,295 during 2012). As a result of measuring biological assets at its fair value a higher cost of sales of ThUS$221,874 and ThUS$238,912 in 2013 and 2012 respectively, resulting from the difference between the cost of wood at fair value versus actual cost incurred.

•

Forestry plantations are harvested according to the needs of Arauco’s production plants.

•

The discount rates used are 8% in Chile, Brazil and Uruguay, and 12% in Argentina.

•

It is expected that prices of harvested timber are constant in real terms based on market prices.

•

Cost expectations with respect to the lifetime of the forests are constant based on estimated costs included in the projections made by Arauco.

F-89

•

The average crop age by species and country is:


	Chile		Argentina		Brazil		Uruguay
Pine		24		15		15		—
Eucalyptus		12		10		7		10

The following table sets forth changes in fair value of biological assets considering variations in significant assumptions considered in calculating the fair value of the assets:


		ThU.S.$
Discount rate	0.5		(127,160	)
	-0.5		134,152
Margins (%)	10		422,707
	-10		(422,707	)

Differences in valuation of biological assets, in the discount rate and in the margins are recognized in the consolidated statement of income under line items “other income” and “other expenses”, as appropriate.

Forestry plantations classified as current Biological assets are those to be harvested and sold within twelve months after the reporting period.

The Company has contracted fire insurance policies for its forestry plantations, which in conjunction with Company resources and efficient protection measures for these forestry assets allow financial and operational risks to be minimized.

Uruguay

Arauco owns biological assets in Uruguay through a joint venture in association with Stora Enso, which are recognized in the consolidated financial statements under the equity method of accounting. Accordingly, in accordance with IFRS11, Arauco recognizes the assets, liabilities, income and expenses relating to their ownership percentage (see Note 16).

Detail of Biological Assets Pledged as Security

As of December 31, 2013, there are no forestry plantations pledged as security (ThU.S.$2,394 were pledged as of December 31, 2012).

Detail of Biological Assets with Restricted Ownership

As of the date of these consolidated financial statements, there are no biological assets with restricted ownership.

No significant government grants have been received.

As of the date of these Financial Statements, the Current and Non-current biological assets are as follows:


	12-31-2013		12-31-2012
	ThU.S.$		ThU.S.$
Current		256,957		262,498
Non-current		3,635,246		3,610,572
Total		3,892,203		3,873,070

F-90

Reconciliation of carrying amount of biological assets


Movement	12-31-2013 ThU.S.$
Opening Balance		3,873,070
Changes in Biological Assets
Additions		161,459
Decreases due to Sales		(10,688	)
Decreases due to Harvest		(342,227	)
Gain (losses) arising from changes in fair value less costs to sale		269,671
Increases (decreases) in Foreign Currency Translation		(49,405	)
Loss of forest due to fires		(7,904	)
Other Increases (decreases)		(1,773	)

Total Changes		19,133

Closing Balance		3,892,203

Movement	12-31-2012 ThU.S.$
Opening Balance		3,878,134
Changes in Biological Assets
Additions		148,028
Decreases due to Sales		(5,548	)
Decreases due to Harvest		(333,533	)
Transfers to Non Current Assets or Disposal Groups Classified As Held for Sale		(17,180	)
Gain (Loss) of Changes in Fair Value, less estimated Costs at Point of Sale Held For Sale		243,295
Increases (decreases) in Foreign Currency Translation		(34,553	)
Loss of forest due to fires		(5,791	)
Other Increases (decreases)		218

Total Changes		(5,064	)

Closing Balance		3,873,070

As of the date of these consolidated financial statements, there are no disbursements related to the acquisition of biological assets.

F-91

NOTE 21.

ENVIRONMENTAL MATTERS

Environment Management

For Arauco, sustainability means management strategy. This strategy incorporates values, commitments and standards, that together with the adoption of best practices as well as the use of the latest available technologies, seek to continuously improve the Company’s environmental management. It is the environmental department and each of its specialists that ensure these guidelines are met and are put in to practice in everyday company operations.

All of Arauco’s production units have certified environmental management systems, which reinforce the Company’s commitment to environmental performance and ensure the traceability of all raw materials used.

Arauco uses several supplies in its productive processes such as wood, chemical products, and water, etc., which in turn produce liquid and gas emissions. As a way to make the Company’s environmental management more efficient, significant progress has been made to reduce consumption and emissions.

Environmental investments have been made related to the control of atmospheric emissions, process improvements, water and waste management, as well as effluent treatment, in order to improve the environmental performance of all of Arauco’s business units.

Detail information of disbursements related to the environment

At December 31, 2013 and 2012, Arauco has made and / or has committed the following disbursements by major environmental projects:

F-92

12/31/2013

Disbursements undertaken 2013

Committed Disbursements

Company

Name of project

State of
project

Amount
ThU.S.$

Asset
Expense

Asset/expense
destination item

Amount
ThU.S.$

Estimated
date

Arauco Do Brasil S.A.

Environmental improvement studies

In process

243

Assets

Property, plant
and equipment

925

2014

Celulosa Arauco Y Constitucion S.A.

Investment projects for the control and management of gas emissions from industrial process

In process

6,524

Assets

Property, plant
and equipment

7,620

2014

Celulosa Arauco Y Constitucion S.A.

Environmental improvement studies

In process

2,293

Assets

Property, plant
and equipment

2,024

2014

Celulosa Arauco Y Constitucion S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

1,945

Assets

Property, plant
and equipment

2014

Celulosa Arauco Y Constitucion S.A.

Environmental improvement studies

In process

21,838

Expense

Operating cost

Alto Parana S.A.

Construction emisario

In process

Assets

Property, plant
and equipment

758

2014

Alto Parana S.A.

Expansion of solid industrial waste dumpsite for management of these in the future

In process

213

Assets

Property, plant
and equipment

1,723

2014

Alto Parana S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

2,326

Assets

Property, plant
and equipment

Paneles Arauco S.A.

Environmental improvement studies

In process

Assets

Property, plant
and equipment

Paneles Arauco S.A.

Environmental improvement studies

In process

218

Expense

Administration
expenses

153

2014

Paneles Arauco S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

1,480

Expense

Operating cost

108

2014

Paneles Arauco S.A.

Expansion of solid industrial waste dumpsite for management of these in the future

In process

317

Expense

Administration
expenses

2014

Forestal Celco S.A.

Environmental improvement studies

In process

855

Expense

Administration
expenses

793

2014

Aserraderos Arauco S.A

Environmental improvement studies

In process

196

Assets

Property, plant
and equipment

5,330

2014

Celulosa y energía Punta Pereira S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

925

Assets

Property, plant
and equipment

1,200

2014

Forestal los Lagos S.A

Environmental improvement studies

In process

217

Expense

Operating cost

209

2014

TOTAL

39,667

20,891

F-93

12/31/2012

Disbursements undertaken 2012

Committed Disbursements

Company

Name of project

State of
project

Amount
ThU.S.$

Asset
Expense

Asset/expense
destination item

Amount
ThU.S.$

Estimated
date

Arauco Do Brasil S.A.

Environmental improvement studies

In process

393

Assets

Property, plant
and equipment

4,888

2013

Arauco Do Brasil S.A.

Investment projects for the control and management of gas emissions from industrial process

In process

Assets

Property, plant
and equipment

354

2013

Celulosa Arauco Y Constitucion S.A.

Investment projects for the control and management of gas emissions from industrial process

In process

2,109

Assets

Property, plant
and equipment

4,971

2013

Celulosa Arauco Y Constitucion S.A.

Environmental improvement studies

In process

1,400

Assets

Property, plant
and equipment

1,264

2013

Celulosa Arauco Y Constitucion S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

3,339

Assets

Property, plant
and equipment

1,798

2013

Celulosa Arauco Y Constitucion S.A.

Expansion of solid industrial waste dumpsite for management of these in the future

In process

2,402

Assets

Property, plant
and equipment

2012

Alto Parana S.A.

Construction emisario

In process

Assets

Property, plant
and equipment

766

2013

Alto Parana S.A.

Expansion of solid industrial waste dumpsite for management of these in the future

In process

792

Assets

Property, plant
and equipment

1,936

2013

Alto Parana S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

4,202

Assets

Property, plant
and equipment

645

2013

Paneles Arauco S.A.

Environmental improvement studies

In process

168

Assets

Property, plant
and equipment

2013

Paneles Arauco S.A.

Environmental improvement studies

In process

1,046

Expense

Administration
expenses

329

2013

Paneles Arauco S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

148

Assets

Property, plant
and equipment

2012

Paneles Arauco S.A.

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

In process

1,731

Expense

Operating cost

1,835

2013

Paneles Arauco S.A.

Expansion of solid industrial waste dumpsite for management of these in the future

In process

362

Expense

Administration
expenses

390

2013

Forestal Celco S.A.

Environmental improvement studies

In process

687

Expense

Administration
expenses

484

2013

Forestal Valdivia S.A.

Environmental improvement studies

In process

177

Expense

Administration
expenses

100

2013

TOTAL

19,003

19,794

F-94

NOTE 22.

NON-CURRENT ASSETS HELD FOR SALE

As a result of decreases in demand for sawn timber products due to the economic downturn in years 2008 and 2009, Arauco’s Management decided in December of 2010 to permanently close the following sawmills: La Araucana, Escuadrón, Lomas Coloradas, Coelemu and the remanufacturing plant Lomas Coloradas. Property, plant and equipment related to these facilities were classified held for sale. As of December 31, 2011, Arauco has made sales of these units and remains committed to its plan to sell these assets, although the completion of these sales have been delayed more than expected as the Company is seeking for more favorable offers.

In the consolidated statement of financial position as of December 31, 2013 and 2012, the Company has recorded an amount of ThUS$637 and ThUS$69,474, respectively, corresponding to the proportional recognition of assets (forests) held for sale in the Uruguayan companies that qualify as joint operations according to IFRS11. These assets were sold in 2013 almost entirely and this process is carried out in order to reorganize the forest-based societies, releasing of properties which are considered non-strategic or non-productive according to industrial objectives of Arauco. As a resuly, it was decided to sell the planted land with pines as well as basalt and agricultural land considered unsuitable for planting Eucalyptus.

The following table sets forth information on the main types of non-current assets held for sale:


	12-31-2013		12-31-2012
	ThU.S.$		ThU.S.$
Land		4,244		57,243
Buildings		3,934		5,739
Property, plant and equipment		2,236		2,922
Forests		—		17,180
Total		10,414		83,084

During 2013 there, has been an effect on income totaling ThUS$ 29,137 related to profit per sale of assets held for sale.

F-95

NOTE 23.

FINANCIAL INSTRUMENTS

Classification

The following table sets forth the fair value of financial assets and financial liabilities as compared with the carrying amount as of December 31, 2013 and 2012.


Financial Instruments	December 2013				December 2012
Thousands of dollars	Carrying amount		Fair Value		Carrying amount		Fair Value
Assets Current and non Current

Fair value through profit or loss (held for trading)		160,183		160,183		326,281		326,281
Forward		696		696		4,290		4,290
Mutual funds (2)		111,435		111,435		252,564		252,564
Hedging instruments		48,052		48,052		69,427		69,427
Forward foreign exchange		41		41		800		800
interest-rate swaps		1,962		1,962		1,475		1,475
Swap foreign exchange		46,049		46,049		67,152		67,152
Loans and Accounts Receivables		1,316,427		1,316,427		1,143,193		1,143,193
Cash and cash equivalents		555,777		555,777		235,934		235,934
Cash		155,538		155,538		81,228		81,228
Time deposits		391,588		391,588		154,706		154,706
Agreements		8,651		8,651		—		—
Accounts Receivables (net)		752,407		752,407		898,409		898,409
Trades and other receivables		578,946		578,946		639,534		639,534
Lease receivable		1,099		1,099		2,871		2,871
Other receivables		172,362		172,362		256,004		256,004
Accounts receivable from related parties		8,243		8,243		8,851		8,851
Other Financial Assets		3,119		3,119		2,032		2,032

Financial Liabilities, Total		5,696,343		5,975,222		5,559,891		5,727,457
Financial Liabilities at amortized cost (3)		5,672,240		5,951,119		5,543,929		5,712,969
Bonds issued denominated in U.S. dollars		2,184,294		2,309,763		2,487,236		2,712,585
Bonds issued denominated in U.F. (4)		854,297		883,237		930,607		949,141
Banck Loans in Dollars and others		1,635,053		1,759,019		1,248,401		1,179,409
Bank borrowing denominated in U.S. dollars and other currencies		259,001		259,505		234,909		229,058
Financial Leasing		89,440		89,440		56,052		56,052
Government Loans		4,408		4,408		4,910		4,910
Trades and other Payables		631,341		631,341		572,646		572,646
Accounts payable to related parties		14,406		14,406		9,168		9,168
Financial liabilities at fair value through profit or loss		24,103		24,103		15,962		14,488
Interest Rate Swaps		—		—		1,070		1,070
Hedging instruments		24,103		24,103		14,892		13,418
Swap		23,996		23,996		14,168		12,694
Forward		107		107		724		724

(1)	Assets measured at fair value through profit or loss other than mutual funds classified as cash equivalents, are presented in the line item “other financial assets” in the consolidated statement of financial position.

(2)	Although mutual funds are measured at fair value through profit or loss for purposes of the consolidated statement of financial position mutual funds are classified as “Cash and cash equivalents” due to the are highly liquid short term investment.

(3)	Financial liabilities measured at amortized cost, other than “Trade and other payables” and derivatives are presented in the consolidated statement of financial position in the line item “Other financial liabilities” as current and non-current based on their maturity.

(4)	The Unidad de Fomento (“UF”) is a unit of account that is linked to, and is adjusted daily to reflect changes in the Chilean consumer price index.

F-96

Valuation techniques and assumptions applied for the purpose of measuring fair value

The carrying amount of trade and other receivables, trade and others payables, accounts payables related parties, cash and cash equivalents, and other financial assets and liabilities approximate their fair value due to the short-term nature of such instruments, and, in the case of trade and other receivables, due to the fact that any loss resulting from its recoverability is already reflected in the provision for impairment losses.

The fair value of non-derivative financial assets and financial liabilities that are not traded in active markets is estimated through the use of discounted cash flows that are calculated using market variables that are observable at the date of the financial statements.

The fair value of bonds issued was determined with reference to quoted market prices as they have standard terms and conditions and are traded on an active liquid market.

The fair value of bank borrowings were determined based on discounted cash flow analysis, applying the corresponding discount yield curves to the remaining term to maturity.

The following table sets forth the current portion of the non-current bank borrowings and debt issued as of December 31, 2013, and 2012.


	December 2013 ThU.S.$		December 2012 ThU.S.$
Bank borrowings - current portion		70,431		103,127
Bonds issued - current portion		152,922		395,453
Total		223,353		498,580

The following table shows the compliance with financial covenants (debt to equity ratio) required by domestic bond indentures:


	December 2013 ThU.S.$			December 2012 ThU.S.$
Financial debt, current		893,497			842,389
Financial debt, non-current		4,132,996			4,119,727
Total		5,026,493			4,962,116
Cash and cash equivalent		(667,212	)		(488,498	)
Net financial debt		4,359,281			4,473,618
Non-controlling interests		52,242			74,437
Equity attributable to owners of parent		6,992,298			6,891,322
Total equity		7,044,540			6,965,759

Debt to equity ratio		0.62			0.64

F-97

The following table sets forth a reconciliation between the financial liabilities and the statement of financial position as of as of December 31, 2013, and 2012:


			December 2013
Thousands of dollars	Current		Non Current		Total
Bonds obligations		152,922		2,885,669		3,038,591
Bank borrowings		713,292		1,180,762		1,894,054
Financial Leasing		26,949		62,491		89,440
Government Loans		334		4,074		4,408
Swap and Forward		107		23,996		24,103

Other Financial Liabilities		893,604		4,156,992		5,050,596


Trades and Other Payables		630,980		361.00		631,341
Related party payables		14,406		—		14,406

Accounts Payable, Total		645,386		361.00		645,747


Financial Liabilities, Total		1,538,990		4,157,353		5,696,343


			December 2012
Thousands of dollars	Current		Non Current		Total
Bonds obligations		372,800		3,045,043		3,417,843
Bank borrowings		448,760		1,034,550		1,483,310
Financial Leasing		20,489		35,563		56,052
Government Loans		339		4,571		4,910
Swap and Forward		1,794		14,168		15,962

Other Financial Liabilities		844,182		4,133,895		4,978,077


Trades and Other Payables		572,646		—		572,646
Related party payables		9,168		—		9,168

Accounts Payable, Total		581,814		—		581,814


Financial Liabilities, Total		1,425,996		4,133,895		5,559,891

Financial Assets Measured at Fair Value through Profit or Loss (Held for Trading)

Financial assets measured at fair value through profit or loss are financial assets held for trading. Financial assets classified in this category are mainly acquired for sale in the short term. Derivatives are also classified as trading unless they are designated and effective as hedging instruments. Assets in this category are classified as current assets and are recorded at fair value with changes in value recognized in profit or loss. These financial assets are held with the objective of maintaining adequate liquidity levels to meet Arauco’s obligations.

The following table details Arauco’s financial assets measured at fair value through profit or loss:


	December 2013 ThU.S.$		December 2012 ThU.S.$		Period Variation

Fair value through profit or loss (held for trading)		112,131		256,854		-56	%
Forward		696		4,290		-84	%
Mutual Funds		111,435		252,564		-56	%

F-98

Mutual Funds:

Arauco invests in local and international mutual funds in order to maximize the returns of cash surpluses denominated in Chilean Pesos or in foreign currencies such as U.S. Dollars or Euros. These instruments are permitted by Arauco’s Investment Policy. At the date of these financial statements the Company has reduced its position in these instruments compared to December 2012 by 56%.

The following table sets forth the risk classification of mutual funds as of December 31, 2013 and 2012:


	December 2013		December 2012
	Th.U.S.$		Th.U.S.$
AAAfm		109,397		252,324
AAfm		2,039		240
Total Mutual Funds		111,436		252,564

Hedging Instruments

As of December 31, 2013, Arauco held certain derivatives designated as hedging instruments for cash flow hedge purposes. Specifically, Arauco has designated cross currency swaps as hedging instruments whose fair value was ThU.S.$46,049 for those in an asset position and ThU.S.$ 23,995 for those in a liability position, which are presented in the consolidated statements of financial position in the line items “other non-current financial assets” and “other non-current financial liabilities”, respectively. Arauco has also designated foreign exchange forwards as hedging instruments whose fair value was ThU.S.$107, which is presented in the consolidated statements of financial position in the line item “other current financial assets”. Changes in fair value during the period have been recognized in other comprehensive income and have been accumulated in equity.

Nature of Risk

Arauco is exposed to the risk of variability in cash flows from changes in foreign exchange rates, mainly due to balances of assets denominated in U.S. Dollars and liabilities denominated in UF (obligations to the public), which causes mismatches that could affect operating results.

Information on Swaps Designated as Hedging Instruments

Swaps hedging Series H Bonds

Hedged Item

In March 2009, Arauco issued Series H Bond for total of U.F. 2,000,000 at an annual interest rate of 2.25% payable semi-annually in March and September of each year. In order to mitigate the risk of variability of cash flows from changes in the exchange rate, Arauco entered into two cross-currency swaps that fully hedge the total amount of the bond issued:

Hedging instrument

Contract 1: Arauco receives semi-annual interest (in March and September of each year) based on a notional amount of 1,000,000 UF at a 2.25% annual interest rate, and pays semi-annual interest (in March and September of each year) based on a notional amount of ThUS$35,7 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 4.99%. The swap matures on March 3, 2014. The fair value of the swap was ThU.S.$8,306 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

F-99

Contract 2: Arauco receives semi-annual interest (in March and September of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 2.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$35,280 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 4.94%. The swap matures on March 3, 2014. The fair value of the swap was ThU.S.$8,750 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Based on its test of effectiveness, Arauco determined that the hedging instrument is highly effective to offset the variability in cash flows of the hedged item from changes in the exchange rate.

Swaps Hedging Series F Bonds

Hedged Item

In November 2008 and March 2009, Arauco issued Series F Bonds for a total of 7,000,000 UF at an annual interest rate of 4.25% payable semi-annually. In order to mitigate the risk of variability in cash flows from changes in the exchange rate, Arauco entered into four cross-currency swap contracts that fully hedge the total amount of the bond issued and five additional contracts that will become effective on the date specified in each contract as discussed below:

Hedging instrument

Contract 1: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October of each year) based on a notional amount of ThU.S.$38,380 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.86%. This contract matures on October 30, 2014. The fair value of this swap was ThU.S.$5,271 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 2: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October) based on a notional amount of ThU.S.$37,980 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.79%. This contract matures on April 30, 2014. The fair value of this swap was ThU.S.$6,207 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 3: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October of each year) based on a notional amount of ThU.S.$37,980 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.8%. This contract matures on October 30, 2014. The fair value of this swap was ThU.S.$5,718 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

F-100

Contract 4: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October of each year) based on a notional amount of ThU.S.$37,620 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.79%. This contract matures on October 30, 2014. The fair value of this swap was ThU.S.$6,095 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 5: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of 1,000,000 UF at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October) based on a notional amount of ThU.S.$38,420 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.62%. This contract matures on October 30, 2014. The fair value of this swap was ThU.S.$5,314 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 6: Arauco receives semi-annual interest payments (in April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (in April and October of each year) based on a notional amount of ThU.S.$43,620 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.29%. This contract matures on October 30, 2021. The fair value of this swap was ThU.S.$(1,107) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 7: Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$43,620 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.23%. This contract matures on October 30, 2021. The fair value of this swap is ThU.S.$(919) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 8: On June 5, 2013, Arauco realized an additional coverage, lasting from April 30, 2014 until April 30, 2019. Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$37,980 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 4.69%. The fair value of this swap is ThU.S.$(185) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 9: On October 22, 2013, Arauco realized an additional coverage, lasting from October 30, 2014 until April 30, 2023. Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$38,430 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.75%. The fair value of this swap is ThU.S.$(1,128) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

F-101

Contract 10: On November 7, 2013, Arauco realized an additional coverage, lasting from October 30, 2014 until April 30, 2023. Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$38,380 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.61%. The fair value of this swap is ThU.S.$(745) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 11: On November 14, 2013, Arauco realized an additional coverage, lasting from October 30, 2014 until April 30, 2023. Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$37,980 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.59%. The fair value of this swap is ThU.S.$(626) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 12: On November 15, 2013, Arauco realized an additional coverage, lasting from October 30, 2014 until April 30, 2023. Arauco receives semi-annual interest payments (In April and October of each year) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.25%, and pays semi-annual interest (In April and October of each year) based on a notional amount of ThU.S.$37,620 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 5.54%. The fair value of this swap is ThU.S.$(436) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Based on its test of effectiveness, Arauco determined that the hedging instrument is highly effective to offset the variability in cash flows of the hedged item from changes in the exchange rate.

Swaps Hedging Series J Bonds

Hedged Item

In September 2010, Arauco issued Series J Bonds for a total of 5,000,000 UF at an annual interest rate of 3.25% payable semi-annually. In order to mitigate the risk of variability in cash flows from changes in the exchange rate, Arauco entered into five cross-currency swap contracts that fully cover the total amount of the bond issued:

Hedging instrument

Contract 1: Arauco receives semi-annual interest payments (in March and September) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$42,860 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.20%. This contract matures on September 1, 2020. The fair value of this swap is ThU.S.$(3,130) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 2: Arauco receives semi-annual interest payments (in March and September) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$42,860 (equivalent to 1,000,000 UF at the exchange rate at the date of the

F-102

contract) at an annual interest rate of 5.20%. This contract matures on September 1, 2020. The fair value of this swap is ThU.S.$(3,130) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 3: Arauco receives semi-annual interest payments (in March and September) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$42,860 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.25%. This contract matures on September 1, 2020. The fair value of this swap is ThU.S.$(3,261) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 4: Arauco receives semi-annual interest payments (in March and September) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$42,870 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.17%. This contract matures on September 1, 2020. The fair value of this swap is ThU.S.$(3,054) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 5: Arauco receives semi-annual interest payments (in March and September) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.25%, and pays semi-annual interest (in March and September) based on a notional amount of ThU.S.$42,860 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 5.09%. This contract matures on September 1, 2020. The fair value of this swap is ThU.S.$(2,815) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Based on its test of effectiveness, Arauco determined that the hedging instrument is highly effective to offset the variability in cash flows of the hedged item from changes in the exchange rate.

Swaps Hedging Series E Bonds

Hedged Item

In November 2008 Arauco issued Series E Bonds for a total of UF 1,000,000, at an annual interest rate 4.00%, payable semi-annually. In order to mitigate the risk of variability in cash flows from changes in the exchange rate, Arauco entered into a cross-currency swap, which fully covered the amount of the bonds issued:

Hedging instrument

Contract 1: Arauco receives semi-annual interests (In April and October) based on a notional amount of UF 1,000,000 at an annual interest rate of 4.00% annually, and pays semi-annual interests (in April and October) based on a notional amount of ThU.S.$43,280 (equivalent to UF 1,000,000 at the closing exchange rate of the contract) at an annual interest rate of 3.36%. This contract matures on October 30, 2014. The fair value of this swap is ThU.S.$386 as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

F-103

Based on its test of effectiveness, Arauco determined that the hedging instrument is highly effective to offset the variability in cash flows of the hedged item from changes in the exchange rate.

Swaps Hedging Series P Bonds

Hedged Item

In April 2012, Arauco issued Series P Bonds for a total of 5,000,000 UF at an annual interest rate of 3.96% payable semi-annually. In order to mitigate the risk of variability in cash flows from changes in the exchange rate, Arauco entered into two cross-currency swaps that partially cover amount of the bonds issued:

Hedging instrument

Contract 1: Arauco receives semi-annual interest payments (in May and November) based on a notional amount of 1,000,000 UF at an annual interest rate of 3.96%, and pays semi-annual interest (in May and November) based on a notional amount of ThU.S.$46,470 (equivalent to 1,000,000 UF at the exchange rate at the date of the contract) at an annual interest rate of 4.39%. This contract matures on November 15, 2021. The fair value of this swap is ThU.S.$(2,085) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Contract 2: Arauco receives semi-annual interest (in May and November) based on a notional amount of UF 1,000,000 at an annual interest rate of 3.96%, and pay semiannual interest (in May and November) based on a notional amount of ThU.S.$47,160 (equivalent to UF 1,000,000 at the year-end exchange rate) at an annual interest rate of 3.97%. This contract matures on November 15, 2021. The fair value is ThU.S.$(1,374) as of December 31, 2013. According to the effectiveness test performed the swap is 100% effective, therefore ineffectiveness was not recognized in the consolidated statement of income.

Based on its test of effectiveness, Arauco determined that the hedging instrument is highly effective to offset the variability in cash flows of the hedged item from changes in the exchange rate.

Hedging Strategy

Considering that Arauco has a high percentage of assets denominated in U.S. Dollars (its functional currency), it is exposed to the risk of exchange rate as it has bonds issued denominated in U.F. (Chilean inflation-indexed, peso-denominated monetary unit). The objective of entering into cross currency swaps is to hedge the variability in cash flows for the U.F. exchange rate, exchanging the cash flows from the bonds issued denominated in U.F., with cash flows in U.S. Dollar at a fixed exchange rate determined at inception of the cross currency swaps.

F-104

The table below sets forth summarized information of the fair value of the hedging instruments for exchange rate as of December 31, 2013:

Company

Coverage
Type

Risk

Classification

Type

Instrument

Fair value
ThU.S.$

Type

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - E

386

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - F

5,271

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - F

5,718

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - F

6,096

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - F

6,207

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - F

5,314

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - F

(1,107

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - F

-919

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - H

8,750

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Assets

Bonds issued in UF

Swap BARAU - H

8,306

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - J

(3,130

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - J

(3,130

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - J

(3,261

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - J

(3,054

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU - J

(2,815

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -P

(2,085

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -P

(1,374

)

Cross Currency swap

F-105

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -F (*)

(185

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -F (*)

(1,128

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -F (*)

(745

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -F (*)

(626

)

Cross Currency swap

Celulosa Arauco y Constitución S.A.

Cash flow

Exchange rate

Financial Liabilities

Bonds issued in UF

Swap BARAU -F (*)

(436

)

Cross Currency swap

Arauco Colombia S.A.

Cash flow

Exchange rate

Financial Liabilities

Forward

Forward Colombian Peso

(16

)

Forward

Arauco Colombia S.A.

Cash flow

Exchange rate

Financial Liabilities

Forward

Forward Colombian Peso

(67

)

Forward

Arauco Colombia S.A.

Cash flow

Exchange rate

Financial Liabilities

Forward

Forward Colombian Peso

(24

)

Forward

(*)	These swaps are “forward starting swap”, whose start dates are during 2014 (check date in the description of each contract)

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. In the consolidated statements of financial position they are included in line items “Cash and cash equivalents” (certain components of cash and cash equivalents), “Trade and Other Current/Non-Current Receivables” and ”Accounts receivable from related parties”.

Loans and receivables are measured at amortized cost using the effective interest rate method and are tested for impairment. Financial assets that are classified as loans and receivables are: cash and cash-equivalents, time deposits, repurchase agreements, trade and other current/non-current receivables, and account receivables from related parties.


	December 2013 ThU.S.$		December 2012 ThU.S.$
Loans and Receivables		1,316,427		1,143,193
Cash and cash equivalents		555,777		235,934
Cash		155,538		81,228
Time Deposits		391,588		154,706
Agreements		8,651		—
Trade and other receivables		760,650		907,260
Trades and Other receivables		580,045		642,405
Other receivables		172,362		256,004
Accounts receivable from related parties		8,243		8,851

Cash and Cash Equivalents: Includes cash on hand, bank checking accounts balances and time deposits. They are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value.

F-106

The following table sets forth the cash and cash equivalents balances classified by currency as of December 31, 2013 and 2012.


	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Cash and Cash Equivalents		667,212		488,498
US Dollar		534,575		397,346
Euro		4,681		1,867
Other currencies		86,073		66,856
Chilean pesos		41,883		22,429

Time Deposits and Repurchase Agreements:

The investment objective of time deposits and repurchase agreements is to maximize in the short-term the amounts of cash surpluses. These instruments are authorized by Arauco’s Investment Policy, which allows investing in fixed income securities. These instruments have a maturity of less than three months from the date of acquisition.

Trades and Other Receivables: These represent enforceable rights for Arauco resulting from the normal course of the business.

Other Receivables: These correspond to receivables from sales, services or loans that are not considered within the normal course of the business.

The provision for doubtful accounts is presented as a deduction of trade and other receivables. The provision for doubtful accounts is established when there is objective evidence that Arauco will not receive payments under the original sale terms. Provisions are made when the customer is a party to a bankruptcy court agreement or cessation of payments, and are written-off when Arauco has exhausted all levels of recovery of debt in a reasonable time.

Accounts receivable from related parties: Represent enforceable rights for Arauco generated in the ordinary course of business, in which Arauco owns a non-controlling interest in the ownership of the counterparty.

The following table sets forth trade and other current/non-current receivables classified by currencies as of December 31, 2013 and 2012:


	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Trades and other current receivables		711,678		835,932
US Dollar		446,386		520,803
Euros		33,072		26,711
Other currencies		113,399		123,919
Chilean pesos		117,827		163,084
U.F.		994		1,415

Accounts receivable from related parties, current		8,243		8,851
US Dollar		135		743
Other currencies		3,654		1,268
Chilean pesos		4,454		6,840

Trade and other non-current receivables		40,729		62,477
US Dollar		35,743		55,804
Chilean pesos		3,226		3,374
U.F.		1,760		3,299

F-107

The following table summarizes Arauco’s categories of financial assets at the end of each reporting period:


	December 2013 ThU.S.$		December 2012 ThU.S.$
Financial Assets		1,475,914		1,465,184
Fair value through profit or loss		159,487		321,991
Mutual Funds		111,435		252,564
Hedging Assets		48,052		69,427
Loans and receivables		1,316,427		1,143,193

FINANCIAL LIABILITIES

Financial Liabilities Measured at Amortized Cost

Financial liabilities correspond to non-derivative financial instruments with contractual cash flow payments that can be either fixed or variable.

Also, this category includes those non-derivative financial liabilities for services or goods delivered to Arauco at the end of each reporting period that have not yet been paid. These amounts are not insured and are generally paid within thirty days after being recognized.

As the end of each reporting period, Arauco includes in this category bank borrowings, bonds issued denominated in U.S. Dollars and in UF, trade and other payables.


		December 2013		December 2012		December 2013		December 2012
	*Currency*	*Amortized Cost ThU.S.$*				*Fair Value ThU.S.$*
Total Financial Liabilities			5,672,240		5,543,930		5,951,119		5,712,969
Bonds Issued	U.S. Dollar		2,184,294		2,487,236		2,309,763		2,712,585
Bonds Issued	U.F.		854,297		930,607		883,237		949,141
Bank borrowings	U.S. Dollar		1,784,339		1,397,065		1,759,019		1,179,409
Bank borrowings	Other currencies		109,715		86,246		259,505		229,058
Government Loans	U.S. Dollar		4,408		4,910		4,408		4,910
Financial Leasing	U.F.		85,019		54,636		85,019		54,636
Financial Leasing	Chilean pesos		4,354		1,222		4,354		1,222
Financial Leasing	U.S. Dollar		67		194		67		194
Trades and Other Payables	U.S. Dollar		229,621		117,458		229,621		117,458
Trades and Other Payables	Euro		7,434		9,114		7,434		9,114
Trades and Other Payables	Other currencies		63,500		152,322		63,500		152,322
Trades and Other Payables	Chilean pesos		328,370		291,190		328,370		291,190
Trades and Other Payables	U.F.		2,416		2,562		2,416		2,562
Related party payables	U.S. Dollar		2,893		1,474		2,893		1,474
Related party payables	Chilean pesos		11,513		7,694		11,513		7,694

F-108

The financial liabilities at amortized cost presented in the consolidated statements of financial positions as of December 31, 2013 and 2012 are as follows:


	December 2013
	Current ThU.S.$		Non Current ThU.S.$		Total
Other financial liabilities		893,497		4,132,996		5,026,493
Trade and other payables		630,980		361		631,341
Related party payables		14,406		—		14,406
Total Financial Liabilities Measured at Amortized Cost		1,538,883		4,133,357		5,672,240


	December 2012
	Current ThU.S.$		Non Current ThU.S.$		Total
Other financial liabilities		842,389		4,119,727		4,962,116
Trade and other payables		572,645		—		572,645
Related party payables		9,168		—		9,168
Total Financial Liabilities Measured at Amortized Cost		1,424,202		4,119,727		5,543,929

Financial Liabilities Measured at Fair Value

As of the date of the consolidated financial statements, Arauco held a cross currency swap and a foreign currency forward for Uruguayan pesos as a financial liabilities measured at fair value through profit or loss with forwards and Uruguayan pesos. Registration of financial liabilities at fair value with changes in result had a net decrease of 87%.


	Fair value				Period Variation
	December 2013 ThU.S.$		December 2012 ThU.S.$		Period Variation
Financial liablities measured at fair value through profit or loss		696		5,360		-87	%
Swap		—		1,070		-100	%
Forward		696		4,290		-84	%

The table below sets forth Arauco’s categories of financial liabilities at the end of each reporting period:


Financial Liabilities	December 2013 ThU.S.$		December 2012 ThU.S.$
Total Financial Liabilities		5,696,343		5,558,418
Financial liabilities at fair value trhough profit or loss (held for trading)		—		1,070
Hedging Liabilities		24,103		13,418
Financial Liabilities Measured at Amortized Cost		5,672,240		5,543,930

F-109

Cash Flow Hedges Amounts Recognized in Other Comprehensive Income

The following table sets forth the reconciliation of cash flow hedges presented in Other Comprehensive Income:


	2013 ThU.S.$			2012 ThU.S.$
Opening balance		(46,016	)		(27,651	)
Fair value gains (losses) arising during the year		(21,378	)		49,564
Exchange differences of bonds hedged		49,576			(72,226	)
Finance costs		7,591			5,942
Settlements during the period		(5,880	)		(6,468	)
Deffered taxes		(5,400	)		4,823
Closing balance		(21,507	)		(46,016	)

Effect in Profit or Loss

The following table sets forth the net gains/losses and impairment losses recognized in the statement of income on financial instruments:


		Net Gain (loss)						Impairment
		12-31-2013			12-31-2012			12-31-2013		12-31-2012
Assets	Financial Instrument	ThU.S.$			ThU.S.$			ThU.S.$		ThU.S.$
Financial assets measure at fair value througth profit or loss	Swap		3,035			3,903
	Forward		993			(10,401	)
	Mutual Funds		1,718			410
	Total		5,746			(6,088	)		—		—

Loans and Receivables	Fix terms deposits		8,819			10,919
	Repurchased agreements		1,383			770
	Trades and Other receivables		—			—			2,138		6,839
	Total		10,202			11,689			2,138		6,839

Hedges Instruments	Cash flow swap		(5,880	)		(5,942	)
	Total		(5,880	)		(5,942	)

Liabilities
At amortized cost	Bank loans		(29,259	)		(16,789	)
	Bond issued obligations		(170,268	)		(160,948	)
	Total		(199,527	)		(177,737	)		—		—

Fair Value Hierarchy of Financial Assets and Liabilities

The assets and liabilities measured at fair value in the consolidated statements of financial position as of December 31, 2013 and 2012, have been measured based on the valuation methodologies provided in IAS 39. The methodologies applied for each financial instrument are classified according to their hierarchy as follows:

F-110

•

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.

•

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

•

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).


	Fair Value December		Fair value hierarchy levels
Thousands of dollars	2013		Level 1		Level 2		Level 3
Financial assets measured at fair value
Hedging instruments		48,011		—		48,011		—
Foreign exchange forwards		738		—		738		—
Mutual Funds		111,435		111,435		—		—
Financial liabilities measured at fair value
Hedging instruments		23,996		—		23,996		—
Foreign exchange forwards		107		—		107		—

To value Level 2 instruments, primarily related to foreign currency swaps, the present value of the future cash flows calculated, in this case being the future cash of UF and U.S. Dollars. To discount the future cash flows, the zero coupon discount rate for UF and U.S. is utilized. In each case, price quotes from Bloomberg are used.

Information on Objectives, Policies and Processes applied by the Company regarding Capital Management

Arauco’s policies on capital management have the objective of:

a)	Ensuring business continuity and normal operations in the long term;

b)	Ensuring funding for new investments to achieve sustainable growth over time;

c)	Keeping adequate capital structure considering all economic cycles that impact the business and the nature of the industry; and

d)	Maximizing the Company’s value and providing an adequate return to shareholders.

Qualitative Information on Objectives, Policies and Processes applied by the Company regarding Capital Management

Arauco determines and manages its capital structure based on its carrying amount of equity plus its financial debt (bank borrowings and bonds issued).

F-111

Quantitative Information on Capital Management

The following table sets forth the financial covenants that the Company has to comply with as part of the terms of certain of its obligations:

Financial obligation

12-31-2013
(ThU.S.$)

12-31-2012
(ThU.S.$)

Coverage
Ratio
equal to
or greater
than 2.0

Debt to equity
ratio⁽¹⁾ equal
to or less than
1.2

Debt to
total
assets
ratio⁽²⁾
equal to
or less
than 0.75

Domestic Bonds

854,297

930,607

N/R

Forestal Río Grande S.A. Loan

—

34,725

⁽³

⁾

N/R

⁽³

⁾

Bilateral BBVA Bank Loan

75,186

168,379

N/R

Bilateral Scotiabank Loan

199,398

198,650

N/R

Other Loans

1,176,869

932,893

No covenants are required

Foreign Bonds

2,184,294

2,487,236

No covenants are required

Commited Line

—

Flakeboard credit with Arauco warranty

149,286

153,574

Syndicated loan

297,723

—

N/R: Not required for the financial obligation

(1)

Debt to equity ratio (financial debt divided by equity plus non-controlling interests)

(2)

Debt to total assets ratio (financial debt divided by total assets)

(3)

Financial covenants required by the loan of Forestal Río Grande S.A. apply only to financial statements of that company

As of December 31, 2013 and 2012, Arauco has complied with all of its financial covenants.

The following table sets forth the credit ratings of our debt instruments as of December 31, 2013, are as follows:

Instrument

Standard
& Poor’s

Fitch
Ratings

Moody’s

Feller
Rate

Local bonds

—

AA -

—

AA -

Foreign bonds

BBB -

BBB

Baa3

—

*	Negative perspective

Capitalization requirements are established based on the Company’s financial needs and on maintaining an adequate liquidity level and complying with financial covenants established in current debt arrangements. The Company manages its capital structure and makes adjustments based on the prevailing economic conditions in order to mitigate the risks associated with adverse market conditions, and based on opportunities that may arise to improve the Company’s level of liquidity.

The capitalization of Arauco as of December 31, 2013 and 2012 is as follows:


Thousands of dollars	12-31-2013		12-31-2012
Equity		7,044,540		6,965,759
Bank borrowings		1,898,462		1,488,220
Financial leasing		89,440		56,052
Bonds issued		3,038,591		3,417,843

Capital		12,071,033		11,927,874

The nature of external capital requirements is determined by the obligation to maintain certain financial ratios that ensure payment compliance with bank borrowings or bonds issued, which provide guidelines on the capital ranges required for compliance with these requirements. Arauco has fulfilled all its external requirements.

F-112

Risk Management

Arauco’s financial instruments are exposed to various financial risks: credit risk, liquidity risk and market risk (including exchange rate risks, interest rate risks and price risks). Arauco’s overall risk management program focuses on uncertainty in financial markets and aims to minimize potential adverse effects on Arauco’s financial profitability.

Arauco’s financial risk management is overseen by the Finance Department. This department identifies, assesses and hedges financial risks in close collaboration with Arauco’s operational units.

Credit Risk

Description

Credit risk refers to financial uncertainty at different periods of time relating to the fulfillment of obligations with counterparties, at the time of exercising the contract rights to receive cash or other financial assets on behalf of Arauco.

Explanation of Credit Risk Exposure and How This Risk Arises

Arauco’s exposure to credit risk is directly related to each of its customer’s individual abilities to fulfill their contractual commitments, reflected in trade receivables. Furthermore, credit risk also arises for time deposits, repurchase agreements and mutual funds.

As a policy for its trade receivables, Arauco entered into insurance policies for open account sales. The insurance policies are used to cover export sales from Arauco, Aserraderos Arauco S.A., Paneles Arauco S.A., Forestal Arauco S.A., and Alto Paraná S.A. as well as domestic sales of Arauco Distribución S.A., Arauco México S.A. de C.V., Arauco Wood Inc., Arauco Colombia S.A., Arauco Perú S.A., Arauco Panels USA LLC, Flakeboard Co Ltd., Flakeboard America Ltd. and Alto Paraná S.A. (and subsidiaries). Arauco contracts its insurance policies with Continental Credit Insurance Company (rated AA- by credit agencies as Humphreys and Fitch Ratings on April 4, 2012). Until November 30, 2012, Arauco do Brasil (and subsidiaries) insured its domestic credit sales with Euler Hermes Insurance Company. Beginning on December 1, 2012, all insurance policies for credit sales in the Arauco Group were insured with the Continental Credit Insurance Company. The insurance policies cover 90% of the amount invoiced with no deductible.

In order to secure a credit line or an advanced payment to a supplier approved by the Credit Committee, Arauco gives several types of guarantees, such as mortgages, pledges, standby letters of credit, certificates of deposit, checks, promissory notes, mutual loans or any other guarantee that may be requested pursuant to each country’s legislation. The procedure to issue a guarantee is established in the Arauco’s Guarantee Policy, which has the purpose of controlling the accounting, maturity and valuation of such guarantees.

F-113

As of December, 2013, the total amount of guarantees given was ThU.S.$121,000, which is summarized in the following table.


Guarantees Arauco Group
Guarantees Debtors	90,944,539	75	%
-Certificate of deposit	6,010,685	7	%
-Standby letters of credit	24,372,000	27	%
-Promissory notes	39,910,229	44	%
-Finance	10,952,182	12	%
-Mortgage	7,179,443	8	%
-Pledge	2,519,999	3	%
Guarantees Creditors	29,557,164	25	%
-Certificate of deposit	25,908,307	87	%
-Standby letters of credit	309,335	1	%
-Promissory notes	3,339,522	11	%
Total Guarantees	120,501,703	100	%

At the end of each reporting period, the Company’s maximum credit risk exposure is limited to the carrying amount of the recognized trade receivables less the amounts receivable insured by credit insurance companies and the guarantees received by Arauco.

As of December 31, 2013, Arauco’s consolidated revenues from sales were ThU.S.$5,145,500 of which 70.18% correspond to credit sales, 22.39% to sales with letters of credit, and 7.43% to other classes of sales.

As of December 31, 2013, of the trade receivables balance of ThU.S.$586,506 that had agreed term of sales, 73.75% corresponded to credit sales, 23.23% to sales with letters of credit and 3.02% to other classes of sales, distributed among 2,044 customers. The customer with the largest open account outstanding did not exceed 2.29% of total.

Arauco has not entered into any refinancing or renegotiations with its customers which involve amendments to the invoice due, and if necessary, any renegotiation of debt with a customer will be analyzed on a case by case basis and approved by the Corporate Finance Department.

The receivables covered by credit insurance and collateral were 98.81%. Therefore, Arauco’s credit risk exposure of its portfolio is 1.19%.


Secured Open Account Receivables	ThU.S.$		%
Total open account receivables		433,153		100.00	%
Secured receivables(*)		427,998		98.81	%
Unsecured receivables		5,155		1.19	%

(*)	Secured receivables are defined as the amount of trade receivables that are covered by credit insurance or collateral such as: stand-by letter of credits, mortgage or certificates of deposit, among others.

Accounts exposed to this type of risk are: trade receivable, financial lease debtors and other debtors.

F-114

Arauco does not have a securitized portfolio.


	December 2013 Th.U.S.$		December 2012 Th.U.S.$
Current Receivables

Trades receivables		577,868		633,237
Financial lease receivables		969		1,527
Other Debtors		132,841		201,168
Net subtotal		711,678		835,932

Trades receivables		586,506		646,208
Financial lease receivables		969		1,563
Other Debtors		140,042		206,204
Gross subtotal		727,517		853,975

Provision for doubtful trade receivables		8,638		12,971
Provision for doubtful lease receivables		—		36
Provision for doubtful other debtors		7,201		5,036
Subtotal Bad Debt		15,839		18,043

Non Current Receivables

Trades receivables		1,078		6,297
Financial lease receivables		130		1,344
Other Debtors		39,521		54,836
Net Subtotal		40,729		62,477

Trades receivables		1,078		6,297
Financial lease receivables		130		1,344
Other Debtors		39,521		54,836
Gross subtotal		40,729		62,477

Provision for doubtful trade receivables		—		—
Provision for doubtful lease receivables		—		—
Provision for doubtful other debtors		—		—
Subtotal Bad Debt		—		—

The following table sets forth the reconciliation of changes in the allowance for doubtful accounts as of December 31, 2013 and 2012:


	12-31-2013			12-31-2012
	Th.U.S.$			Th.U.S.$
Opening balance		12,971			19,796
Impairment losses recognized on receivables		101			691
Reversal of impairment losses		(4,434	)		(7,516	)
Closing balance		8,638			12,971

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

The Credit and Collections Department, which reports to the Financial Department, is responsible for minimizing receivables credit risk and supervising past due accounts. It is also responsible for the approval or rejection of credit limits for all sales. The standards and procedures governing the control and risk management of credit sales are set forth, in the Company’s Credit Policy.

F-115

For customer credit line approval and/or modification, all Arauco group companies must follow an established procedure. All Credit requests are entered into a Credit Evaluation model (EVARIE) where all available information is analyzed, including the credit line given by the credit insurance company. Subsequently, credit requests are approved or rejected by the internal committee of each company within the Arauco group considering the maximum amount authorized by the Credit Policy Department. If the credit line exceeds the maximum established amount, it is subsequently analyzed by the Corporate Committee. Credit lines are renewed on a yearly basis.

Sales with letters of credit are mainly to Asia and the Middle East. Credit assessments of the issuing banks are performed periodically, in order to obtain domestic and international credit ratings made by the principal credit rating agencies, and of their financial position over the past five years. Depending on this evaluation, it is decided whether the issuing bank is approved or confirmation of the letter of credit is requested.

All sales are controlled by a credit verification system that has set parameters to block orders from customers who have accumulated past due amounts of a defined percentage of the debt and/or customers who at the time of product delivery have exceeded their credit limit or whose credit limit has expired.

Of total trade receivables as of December 31, 2013, 87.53% are current (i.e. non-past due), 10.82% are between 1 and 30 days past due, 0.11% are between 30 and 60 days past due, 0.22% are between 60 and 90 days past due, 0.07% are between 90 and 120 days past due, 0.04% are between 150 and 180 days past due, 0.02% are between 210 and 250 days past due and 1.19% are more than 250 days past due.

F-116

December 31, 2013


Age of trade receivables
Days	Non-past due			1 to 30			31 to 60			61 to 90			91 to 120			121 to 150			151 to 180			181 to 210			211 to 250			More than 250			Total
MUS$		513,393			63,458			630			1,278			392			0			257			0			90			7,008			586,506
%		87.53	%		10.82	%		0.11	%		0.22	%		0.07	%		0.00	%		0.04	%		0.00	%		0.02	%		1.19	%		100.00	%

Financial deterioration in sections
Days	Non-past due			1 to 30			31 to 60			61 to 90			91 to 120			121 to 150			151 to 180			181 to 210			211 to 250			More than 250			Total
MUS$		5			0			-9			8			1			15			-55			211			-34			-8,780			-8,638
%		0.09	%		-1.56	%		0.00	%		0.06	%		-0.18	%		25.69	%		0.96	%		0.19	%		0.55	%		74.20	%		100.00	%

December 31, 2012


Age of trade receivables
Days	Non-past due			1 to 30			31 to 60			61 to 90			91 to 120			121 to 150			151 to 180			181 to 210			211 to 250			More than 250			Total
MUS$		567,922			64,660			3,513			1,461			192			0			475			0			0			7,985			646,208
%		87.89	%		10.01	%		0.54	%		0.23	%		0.03	%		0.00	%		0.07	%		0.00	%		0.00	%		1.23	%		100.00	%

Financial deterioration in sections
Days	Non-past due			1 to 30			31 to 60			61 to 90			91 to 120			121 to 150			151 to 180			181 to 210			211 to 250			More than 250			Total
MUS$		-645			22			-17			-117			1,118			-18			-16			133			-26			-13,405			-12,971
%		4.97	%		-0.17	%		0.13	%		0.90	%		-8.62	%		0.14	%		0.13	%		-1.02	%		0.20	%		103.34	%		100.00	%

Arauco has recognized provisions for doubtful accounts on trade receivables for a total of ThUS$8,500 over the last five years which represents 0.041% of total revenues from sales during that five-year period.


Provisions for doubtful accounts of trade receivables as a percentage of total revenues from sales
	2013			2012			2011			2010			2009			Last 5 years
Percentage of impairment losses		0.009	%		0.010	%		0.15	%		0.01	%		0.03	%		0.041	%

The amount recovered through possession of collateral, credit insurance reimbursements or any other credit enhancement during the year 2013 was ThU.S.$1,358, which represents 15.51% of the total provisioned assets.

Explanation of any changes to risk exposure or changes in objectives, processes and policies regarding previous years’ risk management

In March 2009, Arauco implemented a Guarantee Policy in order to control accounting, valuation and expiration dates of collaterals received.

In May 2013, Arauco updated its Corporate Credit Policy.

Regarding the credit risk of time deposits, repurchase agreements and mutual funds, Arauco has in place a policy that minimizes the risk through guidelines for management of cash flow surpluses in low-risk institutions.

F-117

Currently there is a policy for provisions for doubtful accounts receivable under IFRS for all the Arauco group companies.

Investment Policy:

Arauco has an Investment Policy which identifies and limits the financial instruments and the entities that Arauco and its subsidiaries are authorized to invest in.

The company’s Treasury Department is centralized with operations in Chile. The Head Office is responsible for carrying out investments, cash flow surplus investments, and short and long term debt subscriptions. Exceptions to this rule are specific investments made through other companies where authorization is required from the Chief Financial Officer.

For financial instruments, the only permitted investments are fixed income investments and instruments with adequate liquidity. Each instrument has defined classifications and limits, depending on duration and type of issuer.

Regarding to intermediaries (such as banks, securities brokers and broker/dealers of mutual funds), a scoring methodology is used to determining the relative degree of risk of each intermediary based on their financial position and assigning score points that result in a credit risk rating to each intermediary. Arauco uses this scoring system to determine its investment limits for each intermediary.

The required information to evaluate the various criteria are obtained from published financial statements from the banks under evaluation and from the credit risk ratings of short and long term debt securities obtained from rating agencies authorized by the Superintendency of Banks and Financial Institutions (Fitch Ratings Chile, Humphreys and Feller Rate).

The criteria evaluated are: Capital and Reserves, Current Ratio, Return on equity, Net Income to Operating income Ratio, Debt to Equity Ratio and the Credit Risk rating of each entity.

Any necessary exceptions regarding investment limits in each particular instrument or entity must have the authorization from Arauco’s Chief Financial Officer.

Liquidity Risk

Description

This risk corresponds to Arauco’s ability to fulfill its financial obligations upon maturity.

Explanation of Liquidity Risk Exposure and How This Risk Arises

Arauco’s exposure to liquidity risk is mainly from its obligations to bondholders, banks and financial institutions, creditors and other payables. Liquidity risk may arise if Arauco is unable to meet the net cash flow requirements, which sustain its operations under both normal and exceptional circumstances.

F-118

Explanation of Objectives, Policies and Processes for Risk Management, and Measurement Methods

The Financial Management Department monitors on an ongoing basis the Company’s cash flow forecasts based on short and long term forecasts and available financing alternatives. In order to manage the risk level of financial assets, Arauco follows its investment policy.

F-119

The following tables detail Arauco’s liquidity analysis for its financial liabilities as of December 31, 2013 and 2012. The tables have been drawn up based on the contractual undiscounted cash outflows and their remaining contractual maturities:

December 31, 2013:


				Maturity														Total
Tax ID	Name	Currency	Name - Country Loans with banks	0 to 1 month ThU.S.$		1 to 3 months ThU.S.$		3 to 12 months ThU.S.$		1 to 3 years ThU.S.$		3 to 5 years ThU.S.$		5 to 7 years ThU.S.$		More than 7 years ThU.S.$		Current ThU.S.$		Non Current ThU.S.$		Type of Amortization	Effective Rate %		Nominal Rate
—	Flakeboard Company Limited	U.S. Dollar	J.P.Morgan - Estados Unidos		—		—		433		94,304		60,649		—		—		433		154,953	Maturity		—	Libor +1,35%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Banco BBVA - Estados Unidos		—		15,186		15,000		45,541		—		—		—		30,186		45,541	(i) semiannual; (k) semiannualy from 2011		—	Libor 6 months + 0,2%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Bancoestado NY		—		9,111		9,000		27,000		—		—		—		18,111		27,000	(i) semiannual; (k) semiannualy from 2011		—	Libor 6 months + 0,2%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		50,153		—		—		—		—		—		—		50,153		—	Maturity		—	0.58%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		—		—		50,013		—		—		—		—		50,013		—	Maturity		—	0.43%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		—		50,051		—		—		—		—		—		50,051		—	Maturity		—	0.37%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		—		199,398		—		—		—		—		199,398		—	Maturity		—	1.69%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		—		45		302,148				—		—		45		302,148	Maturity		—	1.42%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		30,004		—		—		—				—		—		30,004		—	Maturity		—	0.19%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Bancoestado		—		—		40,013		—				—		—		40,013		—	Maturity		—	0.51%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		—		40,009		—				—		—		40,009		—	Maturity		—	0.41%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		—		30,005		—		—				—		—		30,005		—	Maturity		—	0.29%
—	Alto Parana S.A.	Argentine pesos	Banco Macro- Argentina		—		4,757		—		—		—		—		—		4,757		—	Maturity		—	25.75%
—	Alto Parana S.A.	Argentine pesos	Banco BBVA - Argentina		125		6,134		—		—		—		—		—		6,259		—	Maturity		—	26.25%
—	Alto Parana S.A.	Argentine pesos	Banco Santander		3,217		—		—		—		—		—		—		3,217		—	Maturity		—	24.75%
—	Alto Parana S.A.	Argentine pesos	Banco Galicia- Argentina		48		3,067		—		—		—		—		—		3,115		—	Maturity		—	26.00%
—	Alto Parana S.A.	Argentine pesos	Banco BBVA - Argentina		4,696		—		—		—		—		—		—		4,696		—	Maturity		—	23.00%
—	Alto Parana S.A.	Argentine pesos	Banco BBVA - Argentina		72		6,134		—		—		—		—		—		6,206		—	Maturity		—	19.40%
—	Alto Parana S.A.	Argentine pesos	Banco Macro- Argentina		2		—		95		—		288		—		—		97		288	Maturity		—	15.25%
—	Alto Parana S.A.	Argentine pesos	Banco Galicia- Argentina		—		—		409		818		—		—		—		409		818	Maturity		—	15.25%
—	Forestar Cono Sur S.A.	U.S. Dollar	Banco Republica Oriental de Uruguay		—		5,037		—		—		—		—				5,037		—	Maturity		—	Libor + 1,75%
—	Zona Franca Punta Pereira S.A.	U.S. Dollar	Interamerican Development Bank		—		1,288		—		—		—		—		18,780		1,288		18,780	Maturity		—	Libor + 2,05%
—	Zona Franca Punta Pereira S.A.	U.S. Dollar	Interamerican Development Bank		—		—		—		—		—		24,935		—		—		24,935	Maturity		—	Libor + 1,80%
—	Celulosa y Energia Punta Pereira S.A.	U.S. Dollar	Finnish Export Credit		—		24,906		20,852		137,880		128,615		117,230		130,526		45,758		514,250	semiannual		—	3.20%
—	Celulosa y Energia Punta Pereira S.A.	U.S. Dollar	Interamerican Development bank		—		3,199		1,970		27,841		27,326		25,487		34,786		5,169		115,440	semiannual		—	Libor + 2,05%
—	Celulosa y Energia Punta Pereira S.A.	U.S. Dollar	Dnb Nor Bank		—		325		—		—		—		—		—		325		—	Maturity		—	Libor + 2,05%
—	Celulosa y Energia Punta Pereira S.A.	U.S. Dollar	Interamerican Development bank		—		—		—		13,840		53,619		52,522		—		—		119,980	semiannual		—	Libor + 1,80%
—	Eufores S.A.	U.S. Dollar	Banco BBVA - Uruguay		—				12,047		—		—		—		—		12,047		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco Republica Oriental de Uruguay		—		61		20,065		—		—		—		—		20,126		—	Maturity		—	Libor + 1,75%
—	Eufores S.A.	U.S. Dollar	Citibank		—		—		2,506		—		—		—		—		2,506		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco HSBC- Uruguay		1,201		—		—		—		—		—		—		1,201		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco Itau - Uruguay		55		—		10,005		—		—		—		—		10,060		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	lloyds Bank		—		1,358		—		—		—		—		—		1,358		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco Santander		—		—		20,090		—				—		—		20,090			Maturity		—	Libor + 2,00%
—	Arauco Do Brasil S.A.	Real	Banco ABC		37		—		—		3		107		—		—		37		110	Maturity		—	2.50%
—	Arauco Do Brasil S.A.	Real	Banco Alfa - Brasil		59		—		—		—		—		—		—		59		—	Monthly		—	6.80%
—	Arauco Do Brasil S.A.	Real	Banco Bradesco		137		—		—		120		—		—		—		137		120	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco do Brasil - Brasil		160		—		—		417		—		—		—		160		417	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco do Brasil - Brasil		6,683		—		—		—		—		—		—		6,683		—	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco HSBC- Brasil		42		—		—		44		—		—		—		42		44	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco HSBC- Brasil		—		135				13,303		—		—		—		135		13,303	Maturity			8.00%
—	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		54		—		—		33		—		—		—		54		33	Monthly		—	4.50%
—	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		29		—		—		39		—		—		—		29		39	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		223		—		—		447		—		—		—		223		447	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		65		—		—		129		—		—		—		65		129	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		2,036		—		—		—		—		—		—		2,036		—	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco Santander		—		188				22,172		—		—		—		188		22,172	Maturity		—	8.00%
—	Arauco Do Brasil S.A.	Real	Banco Votorantim - Brasil		57		—		—		109		—		—		—		57		109	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco Votorantim - Brasil		71		—		—		29		200		—		—		71		229	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Fundo de Desenvolvimiento Econom. - Brasil		58		—		—		—		121		—		—		58		121	Monthly		—	0%
—	Arauco Florestal Arapoti S.A.	Real	Banco Itau		14		—		—		3		44		—		—		14		47	Maturity		—	2.50%
—	Arauco Forest Brasil S.A.	Real	Banco Bradesco		—		—		9,332		—		—		—		—		9,332		—	Maturity		—	5.50%
—	Arauco Forest Brasil S.A.	Real	Banco HSBC- Brasil		—		1,334		—		—		—		—		—		1,334		—	Maturity		—	5.50%
—	Arauco Forest Brasil S.A.	Real	Banco Itau -Brasil		246		—		—		247		—		—		—		246		247	Maturity		—	4.50%
—	Arauco Forest Brasil S.A.	Real	Banco Votorantim - Brasil		52		—		—		651		274		2,844		—		52		3,769	Monthly		—	8.80%
—	Arauco Forest Brasil S.A.	U.S. Dollar	Banco Votorantim - Brasil		6		—		—		25		6		403		—		6		433	Maturity		—	3.30%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito A		—		2		—		—		—		—		555		2		555	Maturity		—	7.91%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito B		—		1		—		—		—		—		333		1		333	Maturity		—	8.91%
—	Arauco Forest Brasil S.A.	U.S. Dollar	Bndes Subcrédito C		4		—		—		—		—		—		289		4		289	Maturity		—	6.55%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito D		—		1		—		—		—		—		369		1		369	Maturity		—	10.11%
—	Mahal Emprendimientos Pat. S.A.	Real	Bndes Subcrédito E-I		—		27		—		2,168		2,168		10,448		—		27		14,784	Maturity		—	7.91%
—	Mahal Emprendimientos Pat. S.A.	Real	Bndes Subcrédito F-J		—		18		—		1,465		1,465		6,433		—		18		9,363	Maturity		—	8.91%
—	Mahal Emprendimientos Pat. S.A.	U.S. Dollar	Bndes Subcrédito G-K		58		—		—		694		694		4,767		—		58		6,156	Maturity		—	6.55%
—	Mahal Emprendimientos Pat. S.A.	Real	Bndes Subcrédito H-L		—		21		—		1,847		1,847		7,368		—		21		11,062	Maturity		—	10.11%

			Total		99,664		162,346		451,282		693,315		277,423		252,437		185,638		713,292		1,408,812

F-120


				Maturity														Total
Tax ID	Name	Currency	Name - Country Bonds Obligation	0 to 1 month ThU.S.		1 to 3 months ThU.S.		3 to 12 months ThU.S.		1 to 3 years ThU.S.		3 to 5 years ThU.S.		5 to 7 years ThU.S.		More than 7 years ThU.S.		Current ThU.S.		Non Current ThU.S.		Type of Amortization	Effective Rate %			Nominal Rate
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-E		—		—		14,756		—		—		—				14,756		—	(i) semiannual; (k) Maturity		4.02	%		3.96	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-F		—		—		2,180		26,165		26,165		24,381		349,987		2,180		426,700	(i) semiannual; (k) Maturity		4.24	%		4.25	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-H		88,717		663		—		—		—		—		—		89,380		—	(i) semiannual; (k) Maturity		2.40	%		2.25	%
93.458.000-2	Celulosa Arauco y Constitución S.A.	UF	Barau-J		—		2,387		—		20,058		20,058		242,063		—		2,387		282,178	(i) semiannual; (k) Maturity		3.23	%		3.22	%
93.458.000-3	Celulosa Arauco y Constitución S.A.	UF	Barau-P				—		1,125		17,601		17,601		17,601		278,324		1,125		331,126	(i) semiannual; (k) Maturity		3.96	%		3.96	%
—	Alto Paraná S.A.	U.S. Dollar	Bono 144 A - Argentina		—		—		1,004		34,425		276,829		—		—		1,004		311,254	(i) semiannual; (k) Maturity		6.39	%		6.38	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 2019		15,205		—		—		72,500		72,500		531,942		—		15,205		676,942	(i) semiannual; (k) Maturity		7.26	%		7.25	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 2a Emisión		—		2,734		—		18,750		134,122		—		—		2,734		152,872	(i) semiannual; (k) Maturity		7.50	%		7.50	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 5a Emisión		—		—		—		—		—		—		—		—		—	(i) semiannual; (k) Maturity		5.14	%		5.13	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 6a Emisión		—		—		4,047		379,608		—		—		—		4,047		379,608	(i) semiannual; (k) Maturity		5.64	%		5.63	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee 2021		8,889		—		—		40,000		40,000		40,000		404,475		8,889		524,475	(i) semiannual; (k) Maturity		5.02	%		5.00	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee 2022		11,215		—		—		47,500		47,500		47,500		524,486		11,215		666,986	(i) semiannual; (k) Maturity		4.77	%		4.75	%

			Total		124,026		5,784		23,112		656,607		634,775		903,487		1,557,272		152,922		3,752,141


				Maturity														Total
Tax ID	Name	Currency	Name - Country Others Loans	0 to 1 month ThU.S.$		1 to 3 months ThU.S.$		3 to 12 months ThU.S.$		1 to 3 years ThU.S.$		3 to 5 years ThU.S.$		5 to 7 years ThU.S.$		More than 7 years ThU.S.$		Current ThU.S.$		Non Current ThU.S.$		Type of Amortization	Effective Rate %			Nominal Rate
—	Flakeboard Company Limited	U.S. Dollar	Business New Brunswick		—		—		—		3,956		—		—		—		—		3,956	Maturity		—			4.70	%
—	Flakeboard Company Limited	U.S. Dollar	Fednor (industry Canada)		—		—		65				—		—		—		65		—	Maturity		—			0.00	%
—	Flakeboard Company Limited	U.S. Dollar	SSM EDC		—		—		269		118		—		—		—		269		118	Maturity		—			1.80	%

			Total		0		0		334		4,074		0		0		0		334		4,074


				Maturity														Total
Tax ID	Name	Currency	Name - Country Lease	0 to 1 month ThU.S.$		1 to 3 months ThU.S.$		3 to 12 months ThU.S.$		1 to 3 years ThU.S.$		3 to 5 years ThU.S.$		5 to 7 years ThU.S.$		More than 7 years ThU.S.$		Current ThU.S.$		Non Current ThU.S.$		Type of Amortization	Effective Rate %			Nominal Rate
85.805.200-9	Forestal Celco S.A.	UF	Banco Santander		499		802		2,970		6,936		635		—		—		4,271		7,571	Monthly		—			-
85.805.200-9	Forestal Celco S.A.	UF	Banco Scotiabank		284		568		2,557		6,819		4,577		—		—		3,409		11,396	Monthly		—			—
85.805.200-9	Forestal Celco S.A.	UF	Banco Estado		9		18		81		216		126		—		—		108		342	Monthly		—			—
85.805.200-9	Forestal Celco S.A.	UF	Banco de Chile		1,124		2,249		9,123		20,742		6,246		—		—		12,496		26,988	Monthly		—			—
85.805.200-9	Forestal Celco S.A.	UF	Banco BBVA		462		925		4,162		11,953		936		—		—		5,549		12,889	Monthly		—			—
85.805.200-9	Forestal Celco S.A.	Chilean pesos	Banco Santander		15		76		585		1,530		1,230		—		—		676		2,760	Monthly		—			—
85.805.200-9	Forestal Celco S.A.	Chilean pesos	Banco Chile		26		51		301		451		89		—		—		378		540	Monthly		—			—
—	Flakeboard Company Limited	U.S. Dollar	Automotive Leases		—		—		62		5		—		—		—		62		5			—			—

			Total		2,419		4,689		19,841		48,652		13,839		0		0		26,949		62,491

F-121

December 31, 2012:


				Maturity														Total
Tax ID	Name	Currency	Name- Country Loans with banks	0 to 1 month ThU.S.		1 to 3 months ThU.S.		3 to 12 months ThU.S.		1 to 3 years ThU.S.		3 to 5 years ThU.S.		5 to 7 years ThU.S.		More than 7 years ThU.S.		current ThU.S.		Non current ThU.S.		Type of amortization	Effective rate %		Nominal Rate
—	Alto Parana S.A.	Argentine Pesos	Banco BBVA - Argentina		108		—		6,100		—		—		—		—		6,208		—	Maturity		—	19.90%
—	Alto Parana S.A.	Argentine Pesos	Banco BBVA - Argentina		100		—		6,100		—		—		—		—		6,200		—	Maturity		—	18.25%
—	Alto Parana S.A.	Argentine Pesos	Banco BBVA - Argentina		69		4,067		—		—		—		—		—		4,136		—	Maturity		—	19.00%
—	Alto Parana S.A.	Argentine Pesos	Banco BBVA - Argentina		—		104		—		8,134		—		—		—		104		8,134	Maturity		—	19.40%
—	Alto Parana S.A.	Argentine Pesos	Banco Galicia- Argentina		8,254		—		—		—		—		—		—		8,254		—	Maturity		—	16.60%
—	Alto Parana S.A.	Argentine Pesos	Banco Macro- Argentina		122		8,133		—		—		—		—		—		8,255		—	Maturity		—	16.50%
—	Alto Parana S.A.	Argentine Pesos	Banco Macro- Argentina		67		4,067		—		—		—		—		—		4,134		—	Maturity		—	19.25%
—	Arauco Do Brasil S.A.	Real	Banco Alfa - Brasil		116		—		—		67		—		—		—		116		67	Montlhy		—	7.00%
—	Arauco Do Brasil S.A.	Real	Banco Alfa - Brasil		121		—		—		—		—		—		—		121		—	Montlhy		—	6.70%
—	Arauco Do Brasil S.A.	Real	Banco HSBC- Brasil		48		—		—		96		—		—		—		48		96	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco Bradesco		158		—		—		288		—		—		—		158		288	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco do Brasil - Brasil		292		—		—		—		435		—		—		292		435	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco do Brasil - Brasil		4,270		—				—		—		—		—		4,270		—	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco Votorantim - Brasil		86		—		—		—		—		—		—		86		—	Maturity		—	6.60%
—	Arauco Do Brasil S.A.	Real	Banco Votorantim - Brasil		66		—		—		—		157		—		—		66		157	Montlhy		—	8.70%
—	Arauco Do Brasil S.A.	Real	Banco Itau - Brasil		62		—		—		98		—		—		—		62		98	Montlhy		—	4.50%
—	Arauco Do Brasil S.A.	Real	Banco Itau - Brasil		34		—		—		—		75		—		—		34		75	Maturity		—	5.50%
—	Arauco Do Brasil S.A.	Real	Banco Itau - Brasil		256		—		—		—		634		—		—		256		634	Maturity		—	8.70%
—	Arauco Do Brasil S.A.	Real	Fundo de Desenvolvimiento Econom. - Brasil		67		—		—		—		193		—		—		67		193	Montlhy		—	0%
	Arauco Do Brasil S.A.	Real	Banco Itau -Brasil		74		—		—		—		184		—		—		74		184	Maturity		—	8.70%
	Arauco Do Brasil S.A.	Real	Banco Itau - Brasil		—		2,446		—		—		—		—		—		2,446		—	Maturity		—	5.50%
—	Arauco Forest Brasil S.A.	Real	Banco HSBC - Brasil		—		—		3,432		—		—		—		—		3,432		—	Maturity		—	5.50%
—	Arauco Forest Brasil S.A.	Real	Banco Votorantim - Brasil		63		—		—		—		—		3,260		—		63		3,260	Montlhy		—	9.30%
—	Arauco Forest Brasil S.A.	U.S. Dollar	Banco Votorantim - Brasil		6		—		—		—		—		403		—		6		403	Maturity		—	3.30%
—	Arauco Forest Brasil S.A.	Real	Banco Itau - Brasil		256		—		—		—		452		—		—		256		452	Maturity		—	4.50%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito A-E-I		—		32		—		—		—		—		10,128		32		10,128	Maturity		—	8.41%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito B-F-J		—		21		—		—		—		—		6,076		21		6,076	Maturity		—	9.41%
—	Arauco Forest Brasil S.A.	U.S. Dollar	Bndes Subcrédito C-G-K		60		—		—		—		—		—		4,362		60		4,362	Maturity		—	6.47%
—	Arauco Forest Brasil S.A.	Real	Bndes Subcrédito D-H-L		—		26		—		—		—		—		6,752		26		6,752	Maturity		—	10.61%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Banco BBVA - Estados Unidos		—		24,379		24,000		96,000		24,000		—		—		48,379		120,000	(i) semiannual; (k) semiannualy from 2011		—	Libor 6 months + 0,2%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		—		198		198,452		—		—		—		198		198,452	Maturity		—	1.59%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		15,007		—		—		—		—		—		15,007		—	Maturity		—	0.45%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Scotiabank- Chile		—		35,015		—		—		—		—		—		35,015		—	Maturity		—	0.45%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		—		50,054		—		—		—		—		—		50,054		—	Maturity		—	0.46%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Santander- Chile		—		30,010		—		—		—		—		—		30,010		—	Maturity		—	0.49%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Banco del Estado		100,093		—		—		—		—		—		—		100,093		—	Maturity		—	0.48%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Banco Chile		—		50,035		—		—		—		—		—		50,035		—	Maturity		—	0.71%
—	Flakeboard Company Limited	U.S. Dollar	J.P.Morgan - Estados Unidos		—		—		472		—		148,192		—		—		472		148,192	Maturity		—	L+6,5%
76.721.630-0	Forestal Rio Grande S.A.	U.S. Dollar	J.P.Morgan - Estados Unidos		9,012		—		25,713		—		—		—		—		34,725		—	quarterly		—	Libor 3 months + 0,375%
—	Forestar Cono Sur S.A.	U.S. Dollar	Banco Santander		—		—		6,037		—		—		—		—		6,037		—	Maturity		—	Libor + 1,75%
—	Zona Franca Punta Pereira	U.S. Dollar	Interamerican Development Bank		—		341		—		—		—		—		19,824		341		19,824	Maturity		—	Libor + 2,05%
—	Zona Franca Punta Pereira	U.S. Dollar	Interamerican Development Bank		—		—		—		—		—		—		24,803		—		24,803	Maturity		—	Libor + 1,80%
—	Celulosa y Energia Punta Pereira	U.S. Dollar	Finnish Export Credit		—		2,956		—		—		—		—		328,151		2,956		328,151	Maturity		—	3.20%
—	Celulosa y Energia Punta Pereira	U.S. Dollar	Interamerican Development bank		—		798		—		—		—		—		67,449		798		67,449	Maturity		—	Libor + 2,05%
—	Celulosa y Energia Punta Pereira	U.S. Dollar	Finnish Export Credit		—		62		—		—		—		—		—		62		-	Maturity		—	0.16%
—	Celulosa y Energia Punta Pereira	U.S. Dollar	Interamerican Development Bank		—		157		—		—		—		—		85,885		157		85,885	Maturity		—	0.76%
—	Eufores S.A.	U.S. Dollar	Banco BBVA - Uruguay		—		—		3,003		—		—		—		—		3,003		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco Santander		2,518		—		—		—		—		—		—		2,518		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco BBVA - Uruguay		—		—		6,005		—		—		—		—		6,005		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	Banco HSBC- Uruguay		—		1,196		—		—		—		—		—		1,196		—	Maturity		—	3%
—	Eufores S.A.	U.S. Dollar	Banco Itau -Uruguay		—		—		2,002		—		—		—		—		2,002		—	Maturity		—	Libor + 2,00%
—	Eufores S.A.	U.S. Dollar	lloyds Bank		—		1,360		—		—		—		—		—		1,360		—	Maturity		—	3%
—	Eufores S.A.	U.S. Dollar	Banco Santander		—		—		9,055		—		—		—		—		9,055		—	Maturity		—	Libor + 2,5%

			Total		126,378		230,266		92,117		303,135		174,322		3,663		553,430		448,761		1,034,550

F-122


				Maturity														Total
Tax ID	Name	Currency	Name- Country Bonds Obligation	0 to 1 month ThU.S.		1 to 3 months ThU.S.		3 to 12 months ThU.S.		1 to 3 years ThU.S.		3 to 5 years ThU.S.		5 to 7 years ThU.S.		More than 7 years ThU.S.		current ThU.S.		Non current ThU.S.		Type of amortization	Effective rate %			Nominal Rate
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-E		—		—		15,844		15,711		—		—				15,844		15,711	(i) semestral; (k) Maturity		4.02	%		3.96	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-F		—		—		2,336		—		—		—		320,501		2,336		320,501	(i) semestral; (k) Maturity		4.24	%		4.25	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	UF	Barau-H		—		710		—		94,811		—		—				710		94,811	(i) semestral; (k) Maturity		2.40	%		2.25	%
93.458.000-2	Celulosa Arauco y Constitución S.A.	UF	Barau-J		—		2,557		—		—		—		—		237,765		2,557		237,765	(i) semestral; (k) Maturity		3.23	%		3.22	%
93.458.000-3	Celulosa Arauco y Constitución S.A.	UF	Barau-P				—		1,205		—		—		—		239,167		1,205		239,167	(i) semestral; (k) Maturity		3.96	%		3.96	%
—	Alto Paraná S.A.	U.S. Dollar	Bono 144 A - Argentina		—		—		1,004		—		267,703		—				1,004		267,703	(i) semestral; (k) Maturity		6.39	%		6.38	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 2019		15,205		—		—		—		—		494,923		—		15,205		494,923	(i) semestral; (k) Maturity		7.26	%		7.25	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 2a Emisión		—		2,734		—		—		124,679		—				2,734		124,679	(i) semestral; (k) Maturity		7.50	%		7.50	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 5a Emisión		7,303		—		299,751		—		—		—				307,054		—	(i) semestral; (k) Maturity		5.14	%		5.13	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee Bonds 6a Emisión		—		—		4,047		368,603		—		—				4,047		368,603	(i) semestral; (k) Maturity		5.64	%		5.63	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee 2021		8,889		—		—				—		—		393,664		8,889		393,664	(i) semestral; (k) Maturity		5.02	%		5.00	%
93.458.000-1	Celulosa Arauco y Constitución S.A.	U.S. Dollar	Yankee 2022		11,215		—		—				—		—		487,516		11,215		487,516	(i) semestral; (k) Maturity		4.77	%		4.75	%

			Total		42,612		6,001		324,187		479,125		392,382		494,923		1,678,613		372,800		3,045,043


				Maturity														Total
Tax ID	Name	Currency	Name - Country Others Loans	0 to 1 month ThU.S.$		1 to 3 months ThU.S.$		3 to 12 months ThU.S.$		1 to 3 years ThU.S.$		3 to 5 years ThU.S.$		5 to 7 years ThU.S.$		More than 7 years ThU.S.$		Current ThU.S.$		Non Current ThU.S.$		Type of Amortization	Effective Rate %			Nominal Rate
—	Flakeboard Company Limited		Business New Brunswick		—		—		—		4,072		—		—		—		—		4,072	Maturity		—			4.70	%
—	Flakeboard Company Limited		Fednor (industry Canada)		—		—		69		69		—		—		—		69		69	Maturity		—			0.00	%
—	Flakeboard Company Limited		SSM EDC		—		—		270		430		—		—		—		270		430	Maturity		—			1.80	%

			Total		0		0		339		4,571		0		0		0		339		4,571


				Maturity														Total
Tax ID	Name	Currency	Name- Country Lease	0 to 1 month ThU.S.		1 to 3 months ThU.S.		3 to 12 months ThU.S.		1 to 3 years ThU.S.		3 to 5 years ThU.S.		5 to 7 years ThU.S.		More than 7 years ThU.S.		current ThU.S.		Non current ThU.S.		Type of amortization	Effective rate %			Nominal Rate
85.805.200-9	Forestal Celco S.A.	UF	Banco Santander		196		392		4,270		4,216		1,186		—		—		4,858		5,402	Montlhy		—			—
82.152.700-7	Bosques Arauco S.A.	UF	Banco Santander		—		—		818		0		—		—		—		818		0	Montlhy		—			—
96.567.940-5	Forestal Valdivia S.A.	UF	Banco Santander		42		84		400		753		96		—		—		526		849	Montlhy		—			—
85.805.200-9	Forestal Celco S.A.	UF	Banco de Chile		700		1,400		7,307		13,336		4,798		—		—		9,407		18,134	Montlhy		—			—
82.152.700-7	Bosques Arauco S.A.	UF	Banco de Chile		71		142		752		1,450		149		—		—		965		1,599	Montlhy		—			—
96.567.940-5	Forestal Valdivia S.A.	UF	Banco de Chile		23		46		470		722		307		—		—		539		1,029	Montlhy		—			—
82.152.700-7	Bosques Arauco S.A.	UF	Banco BBVA		234		468		2,106		5,273		2,429		—		—		2,808		7,702	Montlhy		—			—
85.805.200-9	Forestal Celco S.A.	Chilean Pesos	Banco Santander		2		4		16		43		21		—		—		22		64	Montlhy		—			—
82.152.700-7	Bosques Arauco S.A.	Chilean Pesos	Banco Santander		2		5		22		55		—		—		—		29		55	Montlhy		—			—
96.567.940-5	Forestal Valdivia S.A.	Chilean Pesos	Banco Santander		10		21		92		46		—		—		—		123		46	Montlhy		—			—
82.152.700-7	Bosques Arauco S.A.	Chilean Pesos	Banco de Chile		9		19		84		225		57		—		—		112		282	Montlhy		—			—
96.567.940-5	Forestal Valdivia S.A.	Chilean Pesos	Banco de Chile		13		26		116		309		25		—		—		155		334	Montlhy		—			—
—	Arauco Canada Panels ULC	U.S. Dollar	Automotive Leases		—		—		127		67		—		—		—		127		67

			Total		1,302		2,607		16,580		26,495		9,068		0		0		20,489		35,563

F-123

Guarantees provided

As of the date of these financial statements, Arauco has financial assets of approximately ThU.S.$77 that have been pledged to third parties (beneficiaries), as direct guarantee. If Arauco does not fulfill its obligations, the guarantors could execute the guarantees.

As of December 31, 2013, the total assets pledged as an indirect guarantee were ThU.S.$947. In contrast to direct guarantees, indirect guarantees are given to secure obligations assumed by a third party.

On September 29, 2011, Arauco entered into a Security Agreement under which it granted a non-joint guarantee limited to 50% of the obligations of the Uruguayan companies (joint ventures) Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A., under the IDB Facility Agreement in the amount of up to ThU.S.$454,000 and the Finnevera Guaranteed Facility Agreement in the amount of up to ThU.S.$900,000. Both loan agreements were signed with the International Development Bank. Such guarantee is included in the table below, under indirect guarantees.

Direct and indirect guarantees granted by Arauco:

DIRECT

Subsidiary

Guarantee

Assets pledged

Currency

ThU.S.$

Guarantor

Arauco Forest Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

373

Bank Itaú BBA S.A.

Arauco Forest Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

145

Bank Itaú BBA S.A.

Arauco Forest Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

410

Bank Itaú BBA S.A.

Arauco Forest Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

100

Bank Itaú BBA S.A.

Arauco Forest Brasil S.A.

Endorsement of Arauco do Brasil + Guarantee Letter AISA

—

US Dollar

3,844

Bank Votorantim S.A.

Arauco Forest Brasil S.A.

Mortgage Industrial Plant of Jaguariaíva of Arauco do Brasil

—

US Dollar

65,445

BNDES

Arauco Forest Brasil S.A.

Endorsement of Arauco do Brasil

—

US Dollar

1,281

Bank HSBC Bank Brasil S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

403

Bank Alfa S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

227

Bank Votorantim S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

547

Bank Bradesco S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

189

Bank HSBC Bank Brasil S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

242

Bank Itaú BBA S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

131

Bank Itaú BBA S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

1,246

Bank Itaú BBA S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

631

Bank do Brasil S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

280

Bank Votorantim S.A.

Arauco do Brasil S.A.

Equipment

Property, plant and equipment

US Dollar

545

Bank ABC Brasil S.A.

Arauco Bioenergía S.A.

Guarantee Letter

—

Chilean Pesos

893

Minera Escondida Ltda

Arauco Bioenergía S.A.

Guarantee Letter

—

Chilean Pesos

223

Minera Spence S.A

Total

77,155

F-124

INDIRECT

Subsidiary

Guarantee

Assets pledged

Currency

ThU.S.$

Guarantor

Celulosa Arauco y Constitución S.A.

Suretyship not supportive and cumulative

—

US Dollar

677,000

Joint ventures-Uruguay

Celulosa Arauco y Constitución S.A.

Full Guarantee

—

US Dollar

270,000

Alto Paraná (bondholders – 144A)

Total

947,000

Type of Risk: Market Risk – Exchange Rate

Description

Market risk arises from the probability of being affected by losses from fluctuations in currencies exchange rates in which assets and liabilities are denominated, in a functional currency other than the functional currency of Arauco.

Explanation of Currency Risk Exposure and How This Risk Arises

Arauco is exposed to the foreign currency risk from currency fluctuations arising from sales, purchases and obligations undertaken in foreign currencies, such as the Chilean Peso, Euro, Brazilian Real or other foreign currencies. In the case of significant exchange rate variations, the Chilean Peso is the currency that represents the main currency risk. See note 11 for details assets and liabilities classified by currency.

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

Arauco performs sensitivity analyses to measure the currency risk over the EBITDA and Net Income.

Sensitivity analysis considers a variation of +/- 10% of the exchange rate over the Chilean Peso. This fluctuation range is considered possible given current market conditions at the closing date. With all other variables at a constant rate, a U.S. Dollar exchange rate variation of +/- 10% in relation to the Chilean Peso would mean a change in the net income after tax +/- 0.86% (equivalent to ThU.S.$ +/-3,792), and +/- 0.03% of assets (equivalent to ThU.S.$ +/-2,275) and +/-0.06 over the EBITDA (equivalent to ThU.S.$ +/-717).

The main financial instrument subject to the risk in exchange rate corresponds to domestic bonds issued denominated in UF and that are not hedged with cross currency swaps described in the hedge accounting disclosures.


	December 2013		December 2012
Bonds Issued in UF (P Series)		3,000,000		3,000,000

Additionally, a sensitivity analysis is carried out assuming a variation of +/- 10% in the closing exchange rate on the Brazilian Real, which is considered a possible range of fluctuation given the market conditions at the closing date. With all the other variables constant, a variation of +/- 10% in the exchange rate of the dollar on the Brazilian Real would mean a variation on the net income after tax +/- 0.21% (equivalent to ThU.S.$915) and a change on the equity of +/- 0.01% (equivalent to ThU.S.$915).

F-125

Market Risk – Interest rate risk

Description

Interest rate risk refers to the sensitivity of the value of financial assets and liabilities in terms of interest rate fluctuations.

Explanation of Interest Rate Risk Exposure and How This Risk Arises

Arauco is exposed to risks due to interest rate fluctuations for bonds issued, bank borrowings and financial instruments that bear interest at a variable rate.

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

Arauco completes its risk analysis by reviewing its exposure to changes in interest rates. As of December 31, 2013, 21.7% of the Company’s bonds and bank loans bear interest at variable rates. A change of +/- 10% interest, rate is considered a possible range of fluctuation. Such market conditions would affect the income after tax at rate of +/- 0.03% (equivalent to ThU.S.$+/- 129) and +/- 0.0002% (equivalent to ThU.S.$+/- 117) on equity.


*Thousands of dollars*	December 2013		Total
Fixed rate		3,933,546		78.3	%
Bonds issued		3,038,591
Bank borrowings (*)		801,107
Financial leasing		89,440
Variable rate		1,092,947		21.7	%
Bonds issued		—
Loans with Banks		1,092,947

Total		5,026,493		100.0	%


*Thousands of dollars*	Diciembre 2012		Total
Fixed rate		4,238,693		85.4	%
Bonds issued		3,417,843
Bank borrowings (*)		759,888
Financial leasing		56,052
Variable rate		723,423		14.6	%
Bonds issued		—
Loans with Banks		723,423

Total		4,962,116		100.0	%

(*)	Includes variable rate bank borrowings changed by fixed rate swaps.

F-126

Market Risk – Price of Pulp Risks

Description

Pulp prices are determined by world and regional market conditions. Prices fluctuate based on demand, production capacity, commercial strategies adopted by large-scale forestry companies, pulp and paper producers and by the availability of substitutes.

Explanation of Price Risk Exposure and How This Risk Arises

Pulp prices are reflected in revenue from sales and directly affect the net income for the period.

As of December 31, 2013, revenue due to pulp sales accounted for 34.3% of total sales. Pulp prices are fixed on a monthly basis in accordance with the market. Forward contracts or other financial instruments are not used for pulp sales.

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

This risk is approached in different ways. Arauco has a team of specialists who perform periodic market and competition analyses, providing tools to analyze and evaluate trends and adjust forecasts. Similarly, Arauco performs price financial sensitivity analysis in order to take the necessary safeguards to confront different scenarios in the best possible manner.

Sensitivity analysis considers a variation of +/- 10% in the average pulp price, a possible fluctuation range given current market conditions at the date of the closing balance. With all other variables constant, a variation of +/- 10% in the average pulp price would mean an EBITDA annual variation of +/- 13.9% (equivalent to ThU.S.$186), on the income after tax and +/- 24.9% (equivalent to ThU.S.$145) and +/- 1.2% (equivalent to ThU.S.$87,000) on equity.

F-127

NOTE 24.

OPERATING SEGMENTS

The main products that generate revenue for each operating segment are described as follows:

•

Pulp: The main products sold by this operating segment are long fiber bleached pulp (BSKP), short fiber bleached pulp (BHKP), long fiber raw pulp (UKP), and pulp fluff.

•

Panels: The main products sold by this operating segment are plywood panels, MDF panels (medium density fiberboard), Hardboard Panels, PB Panels (agglomerated) and MDF Moldings.

•

Sawn Timber: The range of products sold by this operating segment includes different sizes of sawn wood and remanufactured products such as moldings, precut pieces and finger joints.

•

Forestry: This operating segment produces and sells sawn logs, pulpable logs, posts and chips made from owned forests of Radiata and Taeda pine, eucalyptus globulus and nitens forests. Additionally, purchases logs and woodchip from third parties, which it sells to its other operating segment.

Pulp

The Pulp operating segment uses wood exclusively from pine and eucalyptus plantations for the production of different classes of wood cellulose or pulp. Bleached pulp is mainly used as raw material for producing printing and writing paper, as well as toilet paper and high quality wrapping paper. Unbleached pulp is used to produce packing paper, filters, fiber cement products, dielectric paper and others. On the other hand, fluff pulp is mainly used in the production of diapers and female hygiene products.

Arauco has six plants, five in Chile and one in Argentina, and they have a total production capacity of approximately 3.2 million tons per year. Pulp is sold in more than 39 countries, mainly in Asia and Europe.

Panels

The Panels operating segment produces a wide range of panel products and several kinds of moldings aimed at the furniture, decoration and construction industries. It consists of 15 industrial plants: 3 in Chile, 2 in Argentina, 2 in Brazil, and 8 plants around USA and Canada. The Company has a total annual production capacity of 5.7 million cubic meters of PBO, MDF, Hardboards, plywood and moldings.

Sawn Timber

The Sawn Timber operating segment produces a wide range of wood and remanufactured products with different kinds of uses and appearances, which include a wide variety of uses in the furniture, packing, construction and refurbishing industries.

With 9 saw mills in operation (8 in Chile and 1 in Argentina), the Company has a production capacity of 2.4 million cubic meters of sawn wood.

F-128

Furthermore, the Company has 5 remanufacturing plants, 4 in Chile and 1 in Argentina. These plants reprocess sawn wood and produce high quality remanufactured products, such as finger joint and solid moldings as well as precut pieces. These products are sold in more than 36 countries.

Forestry

The Forestry operating segment is Arauco’s core business. It provides raw materials for all products manufactured and sold by the Company. By directly controlling the growth of the forests to be processed, Arauco guarantees itself quality wood for each of its products.

Arauco holds forestry assets distributed throughout Chile, Argentina, Brazil and Uruguay, reaching 1.6 million hectares, of which 1.02 million hectares are used for plantations, 389 thousand hectares for native forests, 178 thousand hectares for other uses and 53 thousand hectares are to be planted. Arauco’s principal plantations consist of radiata and taeda pine and eucalyptus to a lesser degree. These are species that have fast growth rates and short harvest cycles compared with other long fiber commercial woods.

Arauco has no customers representing 10% or more of its revenues.

A summary of financial information of assets, liabilities, profit or loss for each operating segment for the years ended December 31, 2012, 2011 and 2010 is presented in the tables below:

F-129


Year ended December 31, 2013	Pulp ThU.S.$		Sawn timber ThU.S.$		Forestry ThU.S.$		Panels ThU.S.$			Others ThU.S.$		Corporate ThU.S.$			Sub Total ThU.S.$			Elimination ThU.S.$			Total ThU.S.$
Revenues from external customers		2,180,756		829,924		160,490		1,940,860			33,470		—			5,145,500			—			5,145,500
Revenues from transactions with other operating segments		47,879		21		1,090,254		12,121			31,376		—			1,181,651			(1,181,651	)		—

Finance income		—		—		—		—			—		19,062			19,062			—			19,062
Finance costs		—		—		—		—			—		(232,843	)		(232,843	)		—			(232,843	)
Net finance costs		—		—		—		—			—		(213,781	)		(213,781	)		—			(213,781	)

Depreciation and amortizations		163,135		22,293		12,711		88,657			3,959		7,892			298,647			—			298,647
Sum of significant income accounts		6		—		302,388		35			—		—			302,429			—			302,429
Sum of significant expense accounts		—		7,880		8,546		15,639			—		—			32,065			—			32,065

Profit (loss) of each reportable segment		378,527		129,874		143,709		201,999			469		(436,001	)		418,577			—			418,577

Share of profit (loss) of associates and joint ventures accounted for using equity method
Associates		—		—		—		—			—		5,657			5,657			—			5,657
Joint ventures		—		—		—		(519	)		—		1,122			603			—			603

Income tax expense		—		—		—		—			—		(130,357	)		(130,357	)		—			(130,357	)

Geographical information on revenues
Revenue – Chilean entities		1,937,934		753,029		88,785		747,168			181		—			3,527,097			—			3,527,097
Revenue – Foreign entities		242,822		76,895		71,705		1,193,692			33,289		—			1,618,403			—			1,618,403
Total Ordinary Income		2,180,756		829,924		160,490		1,940,860			33,470		—			5,145,500			—			5,145,500

F-130


Year ended December 31, 2013	Pulp ThU.S.$			Sawn timber ThU.S.$			Forestry ThU.S.$			Panels ThU.S.$			Others ThU.S.$			Corporate ThU.S.$			Sub Total ThU.S.$			Elimination ThU.S.$		Total ThU.S.$
Amounts of additions to non-current assets
Acquisition of property, plant and equipment and biological assets		107,886			11,296			255,692			487,950			1,012			685			864,521			—		864,521

Segment Cash Flows
Cash Flows from (used in) Operating Activities		464,331			109,735			186,167			201,212			5,340			(69,065	)		897,720			—		897,720
Cash flows (used in) investing activities		(424,984	)		(10,109	)		(97,780	)		(180,551	)		(1,012	)		26,816			(687,620	)		—		(687,620	)
Cash flows from (used in) Financing Activities		—			—			(42,094	)		—			—			34,318			(7,776	)		—		(7,776	)
Net increase (decrease) in Cash and Cash Equivalents		39,347			99,626			46,293			20,661			4,328			(7,931	)		202,324			—		202,324


Year ended December 31, 2013	Pulp ThU.S.$		Sawn timber ThU.S.$		Forestry ThU.S.$		Panels ThU.S.$		Others ThU.S.$		Corporate ThU.S.$		Sub Total ThU.S.$		Elimination ThU.S.$			Total ThU.S.$
Segment assets		5,001,425		634,626		5,533,875		2,169,687		46,451		1,148,087		14,534,151		(40,756	)		14,493,395
Investments accounted through equity method
Associates		—		—		186,628		4,467		—		135,341		326,436		—			326,436
Joint Ventures		—		—		—		—		—		22,976		22,976		—			22,976
Segment liabilities		271,115		62,677		183,269		247,959		15,965		6,667,870		7,448,855		—			7,448,855

Geographical information on non-current assets
Chile		2,670,703		311,408		3,613,663		623,996		34		243,394		7,463,198		625			7,463,823
Foreign countries		1,658,451		19,545		1,395,725		967,362		28,043		152,125		4,221,251		—			4,221,251
Non-current assets, Total		4,329,154		330,953		5,009,388		1,591,358		28,077		395,519		11,684,449		625			11,685,074

F-131


Year ended December 31, 2012	Pulp ThU.S .$			Sawn timber ThU.S .$			Forestry ThU.S .$			Panels ThU.S .$			Others ThU.S .$			Corporate ThU.S .$			Sub Total ThU.S .$			Elimination ThU.S .$			Total ThU.S .$
Revenues from external customers		1,996,739			765,439			172,972			1,331,981			31,532			—			4,298,663			—			4,298,663
Revenues from transactions with other operating segments		45,928			15			981,169			15,308			31,239			—			1,073,659			(1,073,659	)		—

Finance income		—			—			—			—			—			23,476			23,476			—			23,476
Finance costs		—			—			—			—			—			(236,741	)		(236,741	)		—			(236,741	)
Net finance costs		—			—			—			—			—			(213,265	)		(213,265	)		—			(213,265	)

Depreciation and amortizations		158,417			22,071			10,201			54,719			4,231			2,742			252,381			—			252,381
Sum of significant income accounts		28,700			—			232,210			59,941			—			—			320,851			—			320,851
Sum of significant expense accounts		—			7,880			3,387			15,639			—			—			26,906			—			26,906

Profit (loss) of each reportable segment		308,799			90,613			64,865			157,152			5,792			(483,680	)		143,541			—			143,541

Share of profit (loss) of associates and joint ventures accounted for using equity method
Associates		—			—			—			—			—			17,947			17,947			—			17,947
Joint ventures		—			—			—			(471	)		—			1,457			986			—			986

Income tax expense		—			—			—			—			—			(166,787	)		(166,787	)		—			(166,787	)

Geographical information on revenues
Revenue – Chilean entities		1,785,439			699,824			99,303			578,346			758			—			3,163,670			—			3,163,670
Revenue – Foreign entities		211,300			65,615			73,669			753,635			30,774			—			1,134,993			—			1,134,993
Total Ordinary Income		1,996,739			765,439			172,972			1,331,981			31,532			—			4,298,663			—			4,298,663

Year ended December 31, 2012	Pulp ThU.S .$			Sawn timber ThU.S .$			Forestry ThU.S .$			Panels ThU.S .$			Others ThU.S .$			Corporate ThU.S .$			Sub Total ThU.S .$			Elimination ThU.S .$			Total ThU.S .$
Amounts of additions to non-current assets
Acquisition of property, plant and equipment and biological assets		620,526			40,614			195,077			249,812			486			1,099			1,107,614			—			1,107,614
Acquisition and contribution of investments in associates and joint venture		70			—			822			256,699			—			13,490			271,081			—			271,081

Segment Cash Flows
Cash Flows from (used in) Operating Activities		32,317			95,283			118,239			212,553			793			(16,791	)		442,394			—			442,394
Cash flows (used in) investing activities		(618,737	)		(66,074	)		(173,830	)		(466,840	)		(486	)		(19,882	)		(1,345,849	)		—			(1,345,849	)
Cash flows from (used in) Financing Activities		—			—			(48,736	)		—			—			1,104,218			1,055,482			—			1,055,482
Net increase (decrease) in Cash and Cash Equivalents		(586,420	)		29,209			(104,327	)		(254,287	)		307			1,067,545			152,027			—			152,027

F-132


Year ended December 31, 2012	Pulp ThU.S .$		Sawn timber ThU.S .$		Forestry ThU.S .$		Panels ThU.S .$		Others ThU.S.$		Corporate ThU.S .$		Sub Total ThU.S .$		Elimination ThU.S .$			Total ThU.S .$
Segment assets		4,782,478		648,727		5,169,144		2,595,543		49,337		1,036,968		14,282,197		(22,583	)		14,259,614
Investments accounted through equity method
Associates		—		—		211,881		5,645		—		141,591		359,117		—			359,117
Joint Ventures		—		—		—		—		—		23,310		23,310		—			23,310
Segment liabilities		247,161		74,458		150,801		302,086		13,409		6,505,940		7,293,855		—			7,293,855

Geographical information on non- current assets
Chile		2,695,193		340,135		3,573,965		469,836		15		272,846		7,351,990		1,048			7,353,038
Foreign countries		1,318,264		21,228		1,108,266		1,453,829		29,412		190,060		4,121,059		—			4,121,059
Non-current assets, Total		4,013,457		361,363		4,682,231		1,923,665		29,427		462,906		11,473,049		1,048			11,474,097

F-133

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


Current non-financial assets	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Current roads to amortize		53,815		69,441
Prepayment to amortize (insurance y others)		26,278		30,976
Recoverable taxes (Relating to purchases)		105,275		112,378
Other current non financial assets		3,596		8,419
Total		188,964		221,214

Non current non-financial assets	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Non Current roads to amortize		112,505		103,026
Guarantee values		3,349		737
Recoverable taxes (Relating to purchases)		6,025		12,457
Other non current non financial assets		3,173		9,034
Total		125,052		125,254

Current non financial liabilities	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
Provision of minimum dividend (1)		75,695		47,259
ICMS tax payable		23,532		25,818
Other tax payable		16,911		13,295
Other Current non financial liablilities		8,905		8,975
Total		125,043		95,347

(1)	Provision includes a minimum dividend of subsidiary minority.



Non current non financial liabilities	12-31-2013 ThU.S.$		12-31-2012 ThU.S.$
ICMS tax payable		73,093		100,589
Other non current non financial liablilities		7,761		815
Total		80,854		101,404

NOTE 26.

DISTRIBUTABLE NET INCOME AND EARNINGS PER SHARE

Distributable net income

As a general policy, the Board of Directors of Arauco agreed that the net income to be distributed as dividend is determined based on realized net gains/(losses) of any relevant variations in the value of unrealized assets and liabilities, which are excluded from the calculation of net income during the period such changes are made.

As a result of the foregoing, for purposes of determining the distributable net income of the Company, which is the same considered for calculating the minimum dividend required and additional dividend, the following unrealized gains/losses are excluded from the net income for the year:

1)	Unrealized gains/losses relating to the fair value recorded for forestry assets under IAS 41, adding them back to distributable net income when they are realized through sale or disposed of by other means.

2)	Those generated through the acquisition of entities. These results will be added back to net income when they are realized through sale.

3)	The deferred taxes associated with the amounts described in 1) and 2) above are also excluded.

F-134

The following table details the adjustments made for the determination of distributable net income as of December 31, 2013, 2012 and 2011 in order to determine the provision of 40% of the distributable net income for each year:


	Distributable Net Income ThU.S.$
Net income attributable to owners of parent at 12-31-2013		385,657
Adjustments:
Biological Assets
Unrealized gains/losses		(269,671	)
Realized gains/losses		221,874
Deferred income taxes		9,170
Total adjustments		(38,627	)
Distributable Net Income at 12-31-2013		347,030


	Distributable Net Profit ThU.S.$
Net income attributable to owners of parent at 12-31-2012 (*)		135,813
Adjustments
Biological Assets
Unrealized		(231,763	)
Realized		238,846
Deferred income taxes		(11,945	)
Deferred income taxes - exchange rate effect of opening balance biological assets		55,043
Total Biological Assets (net)		50,181
Negative goodwill		(25,148	)
Total adjustments		25,033
Distributable Net Income at 12-31-2012		160,846

(*)	IAS 19 adjustment made in this report for comparative purposes is not included in this Net Income.


	Distributable Net Profit ThU.S.$
Net income attributable to owners of parent at 12-31-2011		612,553
Adjustments
Biological Assets
Unrealized		(229,889	)
Realized		253,019
Deferred income taxes		(11,770	)
Total adjustments		11,360
Distributable Net Income at 12-31-2011		623,913

The Company expects to maintain its policy of distributing 40% of its net distributable income as dividends for all future fiscal years, but will also consider the alternative of distributing a provisional dividend at year end.

The line “Other current non-financial liabilities” included in the Consolidated Balance Sheet as of December 31, 2013 in the amount of ThU.S.$125,043, represents a total of ThU.S.$75,424, which corresponds to the provision of minimum dividend recorded for the period 2013 of the parent company, deducting the interim dividend of ThUS$63,388 which was paid on December 10, 2013.

F-135

Basic and diluted earnings per share

Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary equity holders of parent by the weighted average number of ordinary shares outstanding. Arauco does not have any shares with potential dilutive effect.


	January-December
Earnings (losses) per share	2013 ThU.S.$		2012 *ThU.S.$ ()**		2011 ThU.S.$
Profit or loss attributable to ordinary equity holder of parent		385,657		135,813		612,553
Weighted average of number of shares		113,159,655		113,152,446		113,152,446
Basic earnings per share (in US$ per share)		3.41		1.20		5.41

(*)	IAS 19 adjustment made in this report for comparative purposes is not included in this Net Income.

NOTE 27.

SUBSEQUENT EVENTS

1) On January 14, 2014, Arauco, through its subsidiary Flakeboard America Limited, has agreed, by means of an asset purchase agreement executed with the U.S. company named SierraPine, to the acquisition of three industrial mills located in the United States of America. The operation contemplates the acquisition of the particleboard mills of Martell and Springfield, and the MDF (medium density fiberboard) mill of Medford, located in the states of California and Oregon.

The asset purchase agreement mentioned above is subject to certain conditions precedent, as are usual in this type of transaction. The price of the acquisition is US$107 million, plus a variable amount of up to US$13 million in inventories. Such price will be paid once the conditions precedent mentioned above are satisfied and the transaction closes.

As a consequence of this operation, once consummated, Arauco will produce, in Canada and the United States of America, the annual amount of 3.5 million cubic meters of panels through the operation of ten mills (eight in the United States and two in Canada).

Arauco considers that this transaction, once consummated, will have positive effects on the Company’s results, notwithstanding that said effects are not quantifiable at this time.

2) The authorization for the issuance and publication of these Consolidated Financial Statements for the period from January 1 to December 31, 2013 was approved by the Board of Directors of Arauco at the Extraordinary Session No. 502 held on March 7, 2014.

Subsequent to December 31, 2013 and until the date of issuance of these financial statements, there have been no events, other than those discussed above, that could materially affect the presentation of these financial statements.

F-136

Index of Exhibits



1.1		English translation of the by-laws (estatutos) of Celulosa Arauco y Constitución S.A., dated as of April 22, 2014

7.1		Statement Regarding Calculation of Ratios of Earnings to Fixed Charges

8.1		List of subsidiaries

12.1		Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certification of chief executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002