As filed with the Securities and Exchange Commission on March 26, 2025

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the fiscal year ended December 31, 2024

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________.

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                

Date of event requiring this shell company report __________________.

Commission File Number: 33-99720

CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

(Exact name of Registrant as specified in its charter)

Arauco and Constitution Pulp Inc.

(Translation of Registrant’s name into English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Avenida El Golf 150

14th Floor

7550107 Las Condes, Santiago Chile

(Address of principal executive offices)

Gianfranco Truffello

Tel.: 56-2-2461-7200

E-mail: gianfranco.truffello@arauco.com

Avenida El Golf 150

14th Floor

7550107 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:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

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:

3.875% Notes due 2027

4.250% Notes due 2029

4.200% Notes due 2030

5.500% Notes due 2047

5.500% Notes due 2049

5.150% Notes due 2050

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: 125,042,124

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 every Interactive Data File required to be submitted 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 such files).  Yes x No ¨

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non‑Accelerated Filer	x	Emerging Growth Company	¨

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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

(Applicable only to issuers involved in bankruptcy proceedings during the past five years)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

TABLE OF CONTENTS

Item 1. Identity of Directors, Senior Management and Advisers	4
Item 2. Offer Statistics and Expected Timetable	4
Item 3. Key Information	4
Item 4. Information on our Company	18
Item 5. Operating and Financial Review and Prospects	43
Item 6. Directors, Senior Management and Employees	56
Item 7. Major Shareholders and Related Party Transactions	60
Item 8. Financial Information	61
Item 9. The Offer and Listing	63
Item 10. Additional Information	64
Item 11. Quantitative and Qualitative Disclosures About Market Risk	69
Item 12. Description of Securities Other than Equity Securities	70
Item 13. Defaults, Dividend Arrearages and Delinquencies	70
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	70
Item 15. Controls and Procedures	70
Item 16A. Audit Committee Financial Expert	70
Item 16B. Code of Ethics	71
Item 16C. Principal Accountant Fees and Services	71
Item 16D. Exemptions from the Listing Standards for Audit Committees	71
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	71
Item 16F. Change in Registrant’s Certifying Accountant	71
Item 16G. Corporate Governance	71
Item 16H. Mine Safety Disclosures	71
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	72
Item 16J. Insider Trading Policies	72
Item 16K. Cybersecurity	72
Item 17. Financial Statements	74
Item 18. Financial Statements	74
Item 19. Exhibits	74

3

CERTAIN TERMS AND CONVENTIONS

Celulosa Arauco y Constitución S.A. is a sociedad anónima (corporation) organized under the laws of the Republic of Chile, and subject to certain rules applicable to sociedades anónimas abiertas (Chilean public corporations). Except where otherwise specified or the context otherwise requires, when we refer to the “Company,” “Arauco,” “we,” “our” or “us” 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; when we refer to “Uruguay,” we mean the Oriental Republic of Uruguay; and when we refer to “Mexico,” we mean the United Mexican States.

All references to “tonnes” or “tons” are to metric tons (1,000 kilograms), which equals 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 may be 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 “UYU” are to Uruguayan pesos; references to “Brazilian reais,” “Brazilian reals” or “R$” are to Brazilian reais; references to “Mexican pesos” or “MXN$” are to Mexican pesos; references to “€,” “EUR” 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 Instituto Nacional de Estadísticas (Chilean National Institute of Statistics). As of December 31, 2024, one UF equaled U.S.$38.51 and Ch$38,416.69.

Regarding our pulp business, references to “hardwood” kraft pulp are to pulp made from eucalyptus or short fiber, and references to “softwood” kraft pulp are to pulp made from pine or long fiber.

PRESENTATION OF FINANCIAL AND OTHER DATA

This report includes the audited consolidated statement of financial position of Arauco and our subsidiaries as of December 31, 2024 and 2023 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years for the period ended December 31, 2024 (collectively, the “audited consolidated financial statements” or “financial statements”). In addition, this report includes selected financial information as of and for the periods ended December 31, 2020, 2021, 2022, 2023 and 2024.

We make statements in this report about the pulp market partly on the basis of information from third-party sources. This information is principally sourced from reports published by Hawkins Wright Ltd. and Resource Information Systems Inc. (“Fastmarkets RISI”), which are specialized consultants in the pulp market, and other data providers.

For your convenience, this annual report contains certain translations of Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the observed exchange rate reported by Banco Central de Chile, which we refer to as the “Central Bank of Chile” or the “Central Bank.” The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. On December 31, 2024, the observed exchange rate for Chilean pesos, as published in the website of the Diario Oficial de la República de Chile (the “Official Gazette”) on January 1, 2025, was Ch$996.46 to U.S.$1.00, and on March 21, 2025, the observed exchange rate was Ch$932.14 to U.S.$1.00, as published in the website of the Official Gazette on March 24, 2025. You should not construe these translations as representations that the Chilean peso amounts actually represent such dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise specified, references to the devaluation or the appreciation of the Chilean peso against the U.S. dollar are in nominal terms (without adjusting for inflation) based on the observed exchange rates published by the Central Bank of Chile for the relevant period.

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 the effects on us from competition, the uncertain future relationship between countries with respect to trade policies, taxes, government regulations, and tariffs, future worldwide demand for forestry and wood products we produce in the different countries in which we have industrial operations, international prices for forestry and sawn timber products, the condition of our forests, possible shortages of energy, including electricity, the state of the economies in the main countries we operate and the world economy generally, the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures, the relative value of the local currencies in the countries we run manufacturing operations compared to other currencies, inflation, increases in interest rates, the effects of earthquakes, floods, tsunamis, forest fires or other catastrophic events, geopolitical risks 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.

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

4

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial information as of December 31, 2020, 2021, 2022, 2023 and 2024 and for each of the five years then ended is derived from, should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”).

	As of and for the year ended December 31,
	2024			2023			2022			2021			2020
	(in thousands of U.S. dollars, except ratios and share data)
INCOME STATEMENT DATA
Revenue		6,546,146			6,011,819			7,102,070			6,349,761			4,732,869
Cost of sales		(4,634,149	)		(4,744,095	)		(4,274,496	)		(3,681,603	)		(3,445,284	)
Gross profit		1,911,977			1,267,724			2,827,574			2,668,158			1,287,585
Other income		597,061			573,017			100,129			378,977			283,816
Distribution costs		(695,377	)		(693,039	)		(922,226	)		(682,996	)		(535,704	)
Administrative expenses		(565,027	)		(624,326	)		(613,608	)		(577,147	)		(510,137	)
Other expense by function		(212,213	)		(480,336	)		(373,889	)		(192,101	)		(182,883	)
Profit (loss) from operating activities		1,036,441			43,040			1,017,980			1,594,891			342,677
Finance income		66,355			131,666			72,116			33,499			29,449
Finance costs		(397,923	)		(373,496	)		(200,366	)		(219,982	)		(268,179	)
Share of profit (loss) of associates and joint ventures accounted for using equity method		(45,792	)		7,709			33,684			31,386			2,317
Gains (losses) on exchange differences on translation		(12,400	)		(194,739	)		(77,067	)		(5,281	)		(39,111	)
Income (loss) before income tax		646,681			(385,820	)		846,347			1,434,513			67,153
Income tax		(170,400	)		27,293			(142,121	)		(402,914	)		(41,848	)
Net income (loss)		476,281			(358,527	)		704,226			1,031,599			25,305
BALANCE SHEET DATA
Current assets		4,274,618			4,175,578			3,774,921			3,919,325			3,544,325
Property, plant and equipment		9,610,071			9,607,116			9,542,335			8,955,666			8,325,304
Right of use of assets		771,886			600,361			306,487			180,106			219,134
Biological assets (1)		3,063,394			3,022,579			3,195,370			3,008,897			3,598,827
Total assets		18,159,312			17,910,364			17,180,108			16,661,310			16,028,319
Total current liabilities		1,362,950			2,071,742			1,526,284			1,429,642			1,097,593
Total non-current liabilities		8,072,647			7,829,593			7,393,840			7,413,164			7,515,091
Issued capital		1,103,618			803,618			803,618			803,618			603,618
Total equity		8,723,715			8,009,029			8,259,984			7,818,504			7,415,635
CASH FLOW DATA
Cash flow from (used in) operating activities		1,181,317			740,427			1,700,492			1,939,331			1,142,144
Cash flow from (used in) investing activities		(328,973	)		(1,333,124	)		(1,469,976	)		(1,136,231	)		(1,678,855	)
Cash flow from (used in) financing activities		(305,948	)		645,667			(527,219	)		(822,241	)		56,204
Net (decrease) increase in cash and equivalents before effect of exchange rate changes		546,396			52,970			(296,703	)		(19,141	)		(480,507	)
OTHER FINANCIAL DATA
Capital expenditures (2)		1,228,893			1,263,049			1,578,202			1,542,715			1,716,987
Depreciation and amortization		685,951			661,068			507,029			492,704			516,012
Fair value cost of timber harvested		440,512			487,778			431,845			342,701			302,490
EBIT (3) (4)		978,249			(143,990	)		974,597			1,620,996			305,883
Adjusted EBITDA (3) (4)		2,014,110			1,025,977			2,166,820			2,493,370			1,071,834
Adjusted EBITDA (3)/finance costs (4)		5.06			2.75			10.81			11.33			4.00
Adjusted EBITDA (3)/revenue (4)		30.8	%		17.1	%		30.5	%		39.3	%		22.6	%
Average debt (5)/Adjusted EBITDA (3) (4)		3.39			6.23			2.61			2.36			5.71
Total debt (6)		6,596,689			7,055,471			5,718,360			5,581,293			6,193,959
Total debt (6)/capitalization (7) (4)		43.1	%		46.8	%		40.9	%		41.7	%		45.5	%
Total debt (6)/equity attributable to parent company (4)		75.7			88.2	%		69.3	%		71.5	%		83.9	%
Working capital (4) (8)		2,911,668			2,103,836			2,248,637			2,489,683			2,446,732
Number of shares		125,042,124			120,474,350			120,474,350			120,474,350			117,223,375
Net income (loss) per share (U.S.$ per share)		3.9			(3.0	)		5.8			8.6			0.2
Dividends paid (9)		94,397			279,622			376,103			471,000			-
Dividends per share (U.S.$ per share)		0.78			2.32			3.12			3.91			-

(1) Biological assets refer to our forests (current and non-current).

(2) We calculate capital expenditures as “purchase of property plant and equipment” plus “purchase of intangible assets”, plus “purchase of other long term assets”. Excludes acquisitions of companies.

(3) We calculate EBIT as “net income” before “finance costs,” “finance income” and “income tax”. We calculate EBITDA as EBIT, plus “depreciation and amortization”.

(4) Unaudited Non-Generally Accepted Accounting Principles (non-GAAP) financial measures.

(5) We calculate average debt as the average of total debt between the beginning and the end of the applicable year.

(6) We calculate total debt as the sum of other current financial liabilities and other non-current financial liabilities, minus hedging instruments.

(7) We calculate capitalization as total debt, including accrued interest, plus total equity.

(8) We calculate working capital by subtracting current liabilities from current assets.

(9) Dividends paid corresponds to dividends paid to our shareholders during the relevant fiscal period.

5

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

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

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

The following table presents, for the periods indicated, a reconciliation of unaudited non-GAAP financial measures EBIT, EBITDA and Adjusted EBITDA to net income.

	As of and for the year ended December 31,
	2024			2023			2022			2021			2020
	(in thousands of U.S. dollars, except ratios and share data)
Net income		476,281			(358,527	)		704,226			1,031,599			25,305
(+) Finance costs		397,923			373,496			200,366			219,982			268,179
(-) Finance income		(66,355	)		(131,666	)		(72,116	)		(33,499	)		(29,449	)
(+) Income tax		170,400			(27,293	)		142,121			402,914			41,848
EBIT		978,249			(143,990	)		974,597			1,620,996			305,883
(+) Depreciation and amortization(*)		685,951			661,068			507,029			492,704			516,012
EBITDA		1,664,200			517,078			1,481,626			2,113,700			821,895
(+) Fair value cost of timber harvested		440,512			487,778			431,845			342,701			302,490
(-) Gain from changes in fair value of biological assets		(159,021	)		(264,477	)		(12,932	)		(81,986	)		(182,950	)
(+) Exchange rate differences		12,400			194,739			77,067			5,281			39,111
(+) Others(**)		56,018			90,858			189,214			113,674			91,288
Adjusted EBITDA		2,014,110			1,025,976			2,166,820			2,493,370			1,071,834

(*) See Note 7 and Note 19 of our audited consolidated financial statements for more detail on depreciation and amortization.

(**) Reflects other non-cash expenses for loss of forest due to fires, theft and impairment provisions of industrial property, plant and equipment.

A. Reserved

B. Capitalization and indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Summary of Risk Factors

We are subject to a number of risks related to our business that are described under “Risk Factors” and elsewhere in this annual report. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects. Among these important risks are the following:

Risks Relating to the Company

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

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

· Global economic and other 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.

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

· Changes in international trade and other related policies may adversely impact our business, financial condition, and results of operations.

6

· In Chile and in Mexico, we are located in a seismic area that exposes our properties to the risk of earthquakes and tsunamis.

· The costs of complying with, and addressing liabilities arising under, environmental laws and regulations have in the past and may in the future adversely affect our business, financial condition, results of operations and cash flows.

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

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

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

· Material disruptions affecting our manufacturing mills, remanufacturing facilities, forestry assets or commercial operations could negatively impact our financial results and forestry operations.

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

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

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

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

· Labor action, contractual and other disputes could adversely affect our operations.

· Cybersecurity events, such as a cyberattack, could adversely affect our business, financial condition and results of operations.

Risks Relating to Chile

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

· 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.

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.

Risks Relating to Brazil

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

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

Risks Relating to Argentina

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

· The Argentine government has exercised significant influence over the Argentine economy. Argentine political and economic conditions have a direct impact on our business.

Risks Relating to Mexico

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

· The Mexican government has exercised significant influence over the Mexican economy. Mexican political and economic conditions have a direct impact on our business.

Risks Relating to Uruguay

· Economic conditions and government policies in Uruguay may have a direct impact on our financial condition, results of operations and cash flows.

Risks Relating to Other Markets

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

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

Risks Relating to Our Securities

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

7

· Changes in Chilean tax laws could lead us 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.

· As a result of these risks and other risks described under “Risk Factors” there is no guarantee that we will experience growth or profitability in the future.

DETAILED 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 the Company

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 prices of our products are highly correlated with international prices. Consequently, prices of our products are highly dependent on prevailing international and regional prices.

The following table sets forth historic price fluctuations for bleached hardwood kraft pulp sold in China (pulp made from eucalyptus or birch which is sold in China or “BHKP – China”) which is the benchmark for bleached hardwood pulp sold in China, for bleached hardwood kraft pulp sold in Europe (pulp made from eucalyptus or birch which is sold in Europe or “BHKP – Europe”) which is the benchmark for bleached hardwood pulp sold in Europe, for Norscan bleached softwood kraft market pulp sold in China (pulp produced in North American, Nordic and Central European countries and sold to manufacturers of paper products delivered in China, or “NBSK – China”) which is the benchmark for bleached softwood pulp sold in China and for Norscan bleached softwood kraft market pulp sold in Europe (pulp produced in North American, Nordic and Central European countries and sold to manufacturers of paper products delivered in Northern Europe, or “NBSK – Europe”) which is the benchmark for bleached softwood pulp sold in Europe, for each of the years indicated.

	Year ended December 31,
NBSK	2020		2021		2022		2023		2024
Europe
Minimum Price		819.96		879.79		1,260.00		1,145.88		1,248.25
Maximum Price		879.36		1,340.00		1,498.06		1,429.58		1,626.51
Year-end Price		879.36		1,260.67		1,429.03		1,242.99		1,481.62
China
Minimum Price		554.41		672.88		762.12		650.10		732.89
Maximum Price		670.56		985.23		989.69		910.07		820.22
Year-end Price		670.56		755.05		884.99		749.25		771.66

BHKP	2020		2021		2022		2023		2024
Europe
Minimum Price		680.00		680.00		1,140.00		800.00		1,000.00
Maximum Price		681.80		1,140.00		1,380.00		1,379.97		1,439.98
Year-end Price		680.00		1,140.00		1,380.00		1,007.96		1,000.00
China
Minimum Price		441.26		500.46		588.18		474.65		545.32
Maximum Price		499.08		780.09		866.17		810.07		741.89
Year-end Price		499.08		576.42		827.59		653.35		545.39

* Source: Fastmarkets RISI, Prices in U.S. dollars.

Hardwood Pulp. Throughout 2020, hardwood pulp prices remained low and stable mainly due to the impact of the COVID-19 pandemic and high inventories of some pulp and paper producers. During the last weeks of 2020 and the first quarter of 2021, prices of both BHKP – Europe and BHKP – China started steadily increasing, mostly due to normalization of demand and logistic issues which constrained supply chains to a certain extent. During the second quarter of 2021, prices remained stable for BHKP – China, albeit at high levels, and continued to increase for BHKP – Europe. Prices for BHKP – Europe remained largely stable during the second half of 2021, and prices for BHKP – China decreased somewhat mostly due to a lower operating rate of paper producers and electrical outages. During the first quarter of 2022, prices increased in comparison with the last week of the fourth quarter of 2021, in both BHKP – Europe and BHKP – China, mostly due to logistical issues, strikes or work stoppage that occurred to a relevant competitor, meanwhile in Europe due to high economic activity and low levels of imports from Asia. Moreover, shortage of birch in Northern Europe caused significant pressure on short fiber which make producers switch to long fiber. During the second quarter of 2022, prices increased again due to inflation affecting the markets in both BHKP – Europe and BHKP – China. During the second half of 2022, prices of both BHKP – Europe and BHKP – China remained relatively stable due to a normalization of logistical issues and a relatively stabilization of inventories. 2023 began with price declines for both BHKP – Europe and BHKP – China, with an increase in supply due to the injection of new pulp capacity in the market towards the end of March. BHKP – China prices reached their minimum of the year yet started to stabilize by the end of the second quarter of 2023, while BHKP – Europe continued declining due to reduced demand. During the third quarter of 2023, BHKP – China prices increased due to higher demand, while BHKP – Europe began to stabilize. By the end of 2023, prices for both BHKP – China and BHKP – Europe increased, fueled by improved European demand resulting from reduced pulp inventories and narrowed price differentials with China. Throughout the first quarter of 2024, BHKP prices in China remained relatively stable and increased during the second quarter, following the European trend. In Europe, prices steadily increased during the first half of the year as demand rose, driven by logistical disruptions in the Suez Canal that impacted incoming paper product shipment. Additionally, supply constraints in long fiber prompted paper producers to replace long fiber with short fiber. In the second half of the year, BHKP prices in China began to decline, primarily due to the ramp-up of two new mills—one in China and another in Brazil—which boosted supply and exerted downward pressure on the market in both China and Europe, as supply outpaced demand. In the second half of the year, BHKP – Europe prices generally decreased, primarily driven by reduced demand due to low seasonality, but most of all due to oversupply and significant spot volume available. However, towards the end of the year, the market stabilized, with prices leveling off as demand steadied.

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Softwood Pulp. Throughout the first three quarters of 2020 softwood pulp prices remained low and stable mainly due to the impact of the COVID-19 pandemic and high (yet decreasing) inventories of some pulp and paper producers. During the fourth quarter of 2020, inventories somewhat stabilized which led to an increase in prices of NBSK mainly during the final weeks of the year. The first quarter of 2021 continued with the trend observed during the last weeks of 2020, with prices of both NBSK – Europe and NBSK – China steadily increasing, mostly due to normalization of demand, and logistic issues which constrained supply chains to a certain extent. During the second quarter of 2021, prices remained stable for NBSK – China, albeit at high levels, and continued to increase for NBSK – Europe. Prices for NBSK – Europe remained largely stable during the second half of 2021, and prices for NBSK – China decreased somewhat mostly due to a lower operating rate of paper producers and electrical outages. During the first quarter of 2022, prices increased in comparison with the last week of the fourth quarter of 2021, in both NBSK – Europe and NBSK – China, mostly due to logistical issues and also in Europe, due to high economic activity and low levels of imports from Asia. During the second quarter of 2022, prices increased again due to inflation affecting the markets in both NBSK – Europe and NBSK – China. During the third quarter of 2022, prices of both NBSK – Europe and NBSK – China remained relatively stable; and at the end of the year of 2022, prices decreased due to a normalization of logistic issues and a relatively stabilization of inventories. Prices decreased considerably during the first quarter of 2023 for NBSK – Europe and NBSK – China due to high inventories and low paper production. During the second quarter of 2023, prices remained low for NBSK-China while prices for NBSK – Europe continued to decline. In the third quarter of 2023, prices for both NBSK – Europe and NBSK – China increased towards the end of the quarter until year-end, due to higher demand rates. In the first and second quarters of 2024, NBSK prices in China remained largely stable with only relevant increases during the second quarter, while in Europe, prices rose following the Chinese trend. In the third quarter of 2024, NBSK prices declined in both China and Europe, driven by higher inventories and weaker market demand, before stabilizing toward the end of the period.

Wood Products. During the first half of 2020, we confronted significant challenges due to adverse effects that the COVID-19 pandemic had on the wood products markets, especially during the second quarter of the year. During the second half of 2020, prices continuously improved due to an increase in demand, especially in the construction and remodeling sectors, among other reasons. During 2021, the wood products markets remained generally stable and at high levels both in terms of prices and sales volume. Prices for some wood products continued to increase throughout the year, and we observed some supply shortages in some of the markets we participate in. During 2022, the wood products markets’ demand remained relatively stable in panel consumptions in North America. In addition, our sawn timber segment’s demand was relatively stable during the first half of 2022 and a relatively restricted supply due to logistic issues. During 2023, average prices of all wood products decreased throughout the year, with panels being affected by higher interest rates, oversupply, high inventories, and political uncertainty. Sawn timber was mainly affected by slower markets throughout the year. Throughout 2024, average prices for our wood products declined, primarily due to market overcapacity, along with the effects of inflation, high interest rates, and reduced market activity.

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; 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 may 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. Some of our competitors are larger than we are or may have greater financial and other resources, which, among other things, may enhance their ability to support strategic expenditures directed to increase their market share. Our market share and competitive position may be adversely affected if we are unable to successfully continue to expand our productivity at the same pace as our competitors. 

Both the pulp and wood products industries are 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 and other 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. For example, our wood products segment, which is highly dependent on the strength of the home-building industry, has experienced decreases in its prices and demand for its products from time to time.

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

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

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Furthermore, in February 2022, Russian troops invaded Ukraine. Although the severity and duration of the ongoing military action are still unpredictable, Russia’s prior annexation of Crimea, recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions being levied by the United States, the European Union, and other countries against Russia, with additional potential sanctions threatened and/or proposed. Russia’s military incursion and the market volatility could adversely affect the global economy and financial markets and thus could affect our business, financial condition, or results of operations. In addition, the conflict has resulted in significant volatility in certain commodity prices, as well as in supply chain complications and increases in oil and natural gas prices which has resulted in higher fuel prices and – consequently – in a sharper rise in inflation around the world. If prolonged, these fluctuations could materially affect our business, financial condition or results of operations. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by this conflict or resulting sanctions may magnify the impact of other risks described in this annual report.

More recently, on October 19, 2023 the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels in the Red Sea. The Red Sea is an important maritime route for international trade. As a result of such disruptions, we have experienced, and may continue to experience, extended lead times, delays in supplier deliveries, increased transportation and component costs, and increased costs for expedited shipments. Finally, the ongoing military conflict in the Middle East mainly between Israel and Hamas is also a source of uncertainty. The conflict could bring about disruption, instability and volatility in global markets and supply chains, which could in turn adversely affect our business operations and financial performance.

The duration and material impact of these conflicts remain highly unpredictable and could be substantial.

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

We are a global company with industrial operations in eleven countries, from which we sell our products in the domestic market and through exports. In 2024, 37.5% of our sales were to customers in Asia, 29.2% to customers in North America, 23.3% to customers in Central and South America, 7.8% to customers in Europe, and 2.2% to customers in other regions. Consequently, our results of operations and cash flows depend, to a significant degree, on economic, political and regulatory conditions in our principal markets. Our ability to compete effectively in these 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 markets were impaired by any of these developments, it might be difficult to reallocate our products to other markets on equally favorable terms and our business, financial condition, results of operations and cash flows might be adversely affected.

Changes in International trade and other related policies may adversely impact our business, financial condition, and results of operations.

Global trade dynamics have become increasingly volatile, with several major economies—including the U.S., Canada, China, Mexico, and members of the European Union—implementing or threatening tariffs, trade restrictions, and non-tariff barriers. These actions have escalated tensions among trading partners, contributed to supply chain disruptions, and raised the risk of sustained trade conflicts and breakdowns in international dispute resolution mechanisms.

Since January 20, 2025, the U.S. administration has implemented several significant measures, such as changes in trade policies, including the imposition of new tariffs and other trade restrictions that could affect cross-border commerce.

On February 1, 2025, the U.S. government announced a 25% tariff on imports from Canada and Mexico, in addition to previously enacted tariffs on goods from China. These tariffs were initially set to take effect on March 4, 2025. However, on March 6, 2025, the U.S. goverment granted a one-month exemption from these tariffs for goods meeting the 2020 United States–Mexico–Canada Agreement (USMCA) rules, effectively suspending the tariffs until April 2, 2025.

These developments are particularly relevant to our operations as we own manufacturing facilities in Canada and Mexico that export products to the United States. The initially imposed tariffs could have led to higher costs for these exports, reducing our price competitiveness and negatively impacting our profit margins. While the current suspension provides temporary relief, the potential for tariffs to be reinstated after April 2, 2025, or other similar tariffs introduce uncertainty into our business planning and supply chain operations.

In response, Canada and Mexico have indicated they may impose potential retaliatory tariffs on U.S. exports, and similar actions may be taken by other countries affected by trade restrictions. Such retaliation could escalate into broader trade disputes or trade wars, further increasing the cost and complexity of cross-border operations.

Furthermore, the U.S. administration has announced plans to impose tariffs on certain imported goods and increased tariffs on goods originating from countries that do not cooperate with U.S. immigration policies. These measures present potential risks to international trade, foreign relations, and labor markets. Increased tariffs could further disrupt supply chains and provoke retaliatory actions from key trade partners. These policies also could introduce uncertainties in regulatory frameworks and could lead to increased operational costs for businesses reliant on international trade.

Beyond North America, trade policies are increasingly being used to address broader political and economic objectives—including labor, environmental, and immigration policies—which creates additional uncertainty for companies engaged in global commerce. The effectiveness of multilateral trade institutions, such as the World Trade Organization, has also been challenged, raising concerns about the enforceability of international trade rules.

There can be no assurance as to the full extent of the U.S. administration’s trade policies and the countermeasures that could be applied against them, and/or their direct and indirect effects on the global economy. These changes could create additional economic and political uncertainty, which may adversely affect our business, financial condition, results of operations, and prospects. See “Item 3. Key Information—Risk Factors—We depend on free international trade as well as economic and other conditions in our principal markets.”

In Chile and in Mexico, we are located in a seismic area that exposes our properties to the risk of earthquakes and tsunamis.

Our properties in Chile and in Mexico are located in seismic areas that expose our facilities, plants, equipment and inventories to the risk of earthquakes and even subsequent tsunamis in some areas. A significant earthquake or other catastrophic event could severely affect our ability to meet our production targets or satisfy customer demand and could