20-F 1 a17-11794_120f.htm 20-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F

 

 

o

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 ON DECEMBER 31, 2016

 

 

OR

 

 

o

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

FOR THE TRANSITION PERIOD FROM                       TO                        

 

 

OR

 

 

o

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: 001-35575

 

Cencosud S.A.

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

 

Republic of Chile

(Jurisdiction of incorporation or organization)

 

Av. Kennedy 9001, Piso 6

Las Condes, Santiago, Chile

+56 (2) 2959-0545

(Address of principal executive offices)

 

Maria Soledad Fernández / Natalia Nacif

Av. Kennedy 9001 6th Floor

Email: IR@cencosud.cl / Mariasoledad.fernandez@cencosud.cl

Tel: +562 2959 0545 / +562 2959 0368

(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

 

Name of Each Exchange on Which Registered

American Depositary Shares

 

New York Stock Exchange

Common Shares, no par value

 

New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 



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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

The number of outstanding shares of each of the issuer’s classes of capital stock as of December 31, 2016: 2,862,536,947 Common Shares, no par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

x Yes   o No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

o Yes   x No

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o 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).

o Yes   o 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 definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Emerging growth company o

 

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. o

 

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

 

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

 

GAAP o

 

International Financial Reporting Standards as issued
by the International Accounting Standards Board
x

 

Other o

 

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:

o Item 17   o 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).

o Yes   x No

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

Forward-Looking Statements

1

 

 

 

Presentation of Financial and Other Information

2

 

 

 

Item 1.

Identity of Directors, Senior Management and Advisers

6

Item 2.

Offer Statistics and Expected Timetable

6

Item 3.

Key Information

6

 

A. Selected financial data

6

 

B. Capitalization and indebtedness

14

 

C. Reasons for the offer and use of proceeds

14

 

D. Risk factors

14

Item 4.

Information on the Company

35

 

A. History and development of the company

35

 

B. Business overview

39

 

C. Organizational structure

78

 

D. Property, plants and equipment

79

Item 4A.

Unresolved Staff Comments

79

Item 5.

Operating and Financial Review and Prospects

79

 

A. Operating results

80

 

B. Liquidity and capital resources

100

 

C. Research and development, patents and licenses, etc.

107

 

D. Trend information

107

 

E. Off-balance sheet arrangements

107

 

F. Tabular disclosure of contractual obligations

107

 

G. Safe harbor

107

Item 6.

Directors, Senior Management and Employees

108

 

A. Directors and senior management

108

 

B. Compensation

110

 

C. Board practices

111

 

D. Employees

112

 

E. Share ownership

115

Item 7.

Major Shareholders and Related Party Transactions

115

 

A. Major shareholders

115

 

B. Related party transactions

117

 

C. Interests of experts and counsel

118

Item 8.

Financial Information

119

 

A. Consolidated statements and other financial information

119

 

B. Significant changes

119

Item 9.

The Offer and Listing

119

 

A. Offer and listing details

119

 

B. Plan of distribution

120

 

C. Markets

120

 

D. Selling shareholders

120

 

E. Dilution

120

 

F. Expenses of the issue

120

Item 10.

Additional Information

120

 

A. Share capital

120

 

B. Memorandum and articles of association

121

 

C. Material contracts

125

 

D. Exchange controls

126

 

E. Taxation

129

 

F. Dividends and paying agents

134

 

G. Statement by experts

134

 

H. Documents on display

134

 

I. Subsidiary information

134

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

134

Item 12.

Description of Securities Other than Equity Securities

137

 

A. Debt Securities

137

 

B. Warrants and Rights

137

 

C. Other Securities

137

 

D. American Depositary Shares

137

Item 13.

Defaults, Dividend Arrearages and Delinquencies

137

Item 14.

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

143

Item 15.

Controls and Procedures

143

 

A. Disclosure Controls and Procedures

143

 

B. Management’s Annual Report on Internal Control Over Financial Reporting

143

 

C. Attestation Report of the Registered Public Accounting Firm

143

 

D. Changes in Internal Control Over Financial Reporting

144

Item 16A.

Audit Committee Financial Expert

144

Item 16B.

Code of Ethics

144

Item 16C.

Principal Accountant Fees and Services

144

Item 16D.

Exemptions from the Listing Standards for Audit Committees

144

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

144

Item 16F.

Change in Registrant’s Certifying Accountant

145

Item 16G.

Corporate Governance

145

Item 16H.

Mine Safety Disclosure

146

Item 17.

Financial Statements

146

Item 18.

Financial Statements

146

Item 19.

Exhibits

167

 

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FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “would,” or other similar expressions. The forward-looking statements included in this annual report relate to, among others:

 

·                           changes in general economic, business or political or other conditions in Chile, Argentina, Brazil, Peru, Colombia or elsewhere in Latin America or the global markets;

 

·                           changes in capital markets in general that may affect policies or attitudes towards investing in Chile, Argentina, Brazil, Peru, Colombia or securities issued by companies in such countries;

 

·                           the monetary and interest rate policies of the Central Banks of Chile, Argentina, Brazil, Peru and Colombia; or elsewhere in Latin American or global markets.

 

·                           high levels of inflation or deflation;

 

·                           unanticipated increases in financing and other costs or our inability to obtain additional debt or equity financing on attractive terms;

 

·                           movements in interest and/or foreign exchange rates, and movements in equity prices or other rates or prices;

 

·                           changes in, or failure to comply with, applicable regulations, or changes in taxes;

 

·                           loss of market share or changes in competition and pricing environments in the industries in which we operate;

 

·                           our inability to hedge certain risks economically;

 

·                           changes in consumer spending and saving habits;

 

·                           implementation of new technologies;

 

·                           limitations on our ability to open new stores and operate them profitably;

 

·                           difficulties in completing proposed store openings, expansions or remodeling;

 

·                           difficulties in acquiring and developing land in Chile, Argentina, Brazil, Peru or Colombia, and restrictions on opening new large stores in any such countries; and

 

·                           the factors discussed under the section entitled “Risk Factors” in this annual report as well as risks included in the Company’s other filings and submissions with the United States Securities and Exchange Commission.

 

These forward-looking statements involve various risks and uncertainties. Although we believe that the expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this annual report might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

 

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

General

 

In this annual report, unless otherwise specified or if the context so requires:

 

·                           References to the terms “Cencosud S.A.,” “we,” “us,” “our,” and “our company” refer to the registrant, Cencosud S.A., a corporation organized under the form of a sociedad anónima under the laws of Chile, and its consolidated subsidiaries, unless otherwise indicated.

·                           References to “$,” “U.S.$,” “U.S. dollars,” “dollars” and “USD” are to U.S. dollars.

·                           References to “Chilean pesos” or “Ch$” are to Chilean pesos, the official currency of Chile.

·                           References to “Argentine pesos” or “Ar$” are to Argentine pesos, the official currency of Argentina.

·                           References to “Brazilian Real,” “Real,” “Reais” or “R$” are to the Brazilian real, the official currency of Brazil.

·                           References to “Nuevo Sol,” “Nuevos Soles” or “S/.” are to Peruvian nuevos soles, the official currency of Peru.

·                           References to “Colombian pesos” or “Col$” are to Colombian pesos, the official currency of Colombia.

·                           References to “UF” are to Unidades de Fomento. The UF is an inflation-indexed Chilean monetary unit with a value in Chilean pesos that is adjusted daily to reflect changes in the official Consumer Price Index (“CPI”) of the Instituto Nacional de Estadísticas (the “Chilean National Institute of Statistics”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect a proportionate amount of the change in the Chilean consumer price index during the prior calendar month. As of December 31, 2016, UF1.00 was equivalent to U.S.$39.36 and Ch$26,347.98 , in each case based on the observed exchange rate reported by the Central Bank of Chile.

 

This annual report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Chilean peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated, at any particular rate or at all. Unless otherwise indicated, the exchange rate used in converting Chilean pesos into U.S. dollars for amounts presented as of and for the year ended December 31, 2016 is based on the observed exchange rate (dólar observado) reported by the Central Bank of Chile (the “Chilean Central Bank”) for December 31, 2016, which was Ch$669.47 per U.S.$1.00. The rates reported by the Chilean Central Bank for December 31, 2016 are based upon the observed exchange rate published by the Chilean Central Bank on the first business day following the respective period. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

 

Financial Statements

 

The financial information contained in this annual report includes our audited consolidated financial statements as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 together with the notes thereto, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”), which we refer to in this annual report as our “Audited Consolidated Financial Statements.

 

Our Audited Consolidated Financial Statements have been audited by PricewaterhouseCoopers Consultores, Auditores y Compañia Limitada, an independent registered public accounting firm, whose report on our Audited Consolidated Financial Statements appears elsewhere in this annual report.

 

Unless otherwise noted, the financial data presented herein as of and for each of the five years ended December 31, 2016 is stated in Chilean pesos, our functional and reporting currency.

 

Our audited consolidated financial statements have been prepared under the historic — cost basis, except for those items accounted for at fair value (for example, investment properties and certain financial assets, and derivative financial instruments), and include the accounts of the Company and its subsidiaries, including Banco Paris. All significant inter-company balances and transactions have been eliminated in consolidation.

 

On June 20, 2014, Cencosud, together with its subsidiaries Cencosud Retail S.A. and Easy S.A., entered into a framework agreement (the “Joint Venture Framework Agreement”) with The Bank of Nova Scotia (“BNS”) and its wholly owned subsidiary Scotiabank Chile, to further develop, on a joint basis, the retail finance business in Chile (hereinafter, the “Business”). During the second quarter of 2015, the Company completed the transaction with the Bank of Nova Scotia (Scotiabank) to form a joint venture to manage the financial services business in Chile. Under the terms of the agreement, the Company recognized a CLP 61,373 million (one-off effect non cash) profit under “Profit from Discontinued Operations”. The Joint Venture Framework Agreement provides that the Business is operating through (i) Cencosud Administradora de Tarjetas S.A. (“CAT”), a subsidiary of Cencosud that is in the business of issuing credit cards, and (ii) Cencosud Administradora de Procesos S.A., Cencosud Servicios Integrales S.A. and Cencosud Corredores de Seguros y Servicios Ltda., or other companies to be established by Cencosud for purposes of the Joint Venture Framework Agreement, to assist in developing the Business, including information processing and collection activities related thereto (together with CAT, hereinafter, the “Subject Companies”). As part of the agreement, Scotiabank Chile acquired a fifty-one percent (51%) controlling interest of each of the Subject Companies, with Cencosud retained the remaining forty-nine percent (49%) non-controlling interest of each of the Subject Companies. This framework agreement has a lifespan of 15 years.

 

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Special Note Regarding Non-IFRS Financial Measures

 

This annual report makes reference to certain non-IFRS measures, namely EBIT from continuing operations. These non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

 

EBIT represents net profit before discontinued operations, net interest expense and income taxes. We have included EBIT to provide investors with a supplemental measure of our operating performance.

 

We believe EBIT is an important supplemental measure of operating performance because it eliminates items that have less bearing on our operating performance and thus highlights trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures.

 

EBIT has important limitations as analytical tools. For example, EBIT does not reflect (a) our cash expenditures, or future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and (d) tax payments or distributions to our parent to make payments with respect to taxes attributable to us that represent a reduction in cash available to us. Although we consider the items excluded in the calculation of non-IFRS measures to be less relevant to evaluate our performance, some of these items may continue to take place and accordingly may reduce the cash available to us.

 

We believe that the presentation of the non-IFRS measures described above is appropriate. However, these non-IFRS measures have important limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under IFRS. Because of these limitations, we primarily rely on our results as reported in accordance with IFRS and use EBIT only supplementally.

 

A reconciliation of our net profit (loss), the most directly comparable IFRS financial measure, to EBIT is set forth below:

 

 

 

Year ended December 31,

 

 

 

2016

 

2016

 

2015

 

2014

 

2013

 

2012

 

 

 

(in millions of U.S.$)

 

(in millions of Ch$)

 

Net Profit

 

579

 

387,797

 

231,985

 

164,146

 

249,764

 

252,810

 

Discontinued Operations

 

0

 

0

 

(70,617

)

(12,662

)

(8,356

)

(33,048

)

Profit from Continuing Operations

 

579

 

387,797

 

161,368

 

151,485

 

241,408

 

219,762

 

Financial expense (net)

 

(402

)

(268,970

)

(244,100

)

(173,548

)

(190,593

)

(165,044

)

Income tax charge

 

(287

)

(191,969

)

(58,540

)

(125,932

)

(94,068

)

(92,226

)

EBIT from Continuing Operations

 

1,268

 

848,736

 

464,008

 

450,965

 

526,069

 

477,032

 

 

A reconciliation of our profit (loss) attributable to controlling shareholders, the most directly comparable IFRS financial measure, to EBIT from continuing operations per business segment is included below:

 

Information by segment

 

Supermarkets

 

Shopping
centers

 

Home
improvement
stores

 

Department
stores

 

Financial
services

 

Other(1)

 

Consolidated
total

 

 

 

Year ended December 31, 2016 (in millions of Ch$)

 

Net Profit

 

282,106

 

467,702

 

123,824

 

24,954

 

76,111

 

(586,900

)

387,797

 

Discontinued Operations

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Profit from Continuing Operations

 

282,106

 

467,702

 

123,824

 

24,954

 

76,111

 

(586,900

)

387,797

 

Financial expense (net)

 

0

 

0

 

0

 

0

 

0

 

(268,970

)

(268,970

)

Income tax charge

 

0

 

0

 

0

 

0

 

0

 

(191,969

)

(191,969

)

EBIT from Continuing Operations

 

282,106

 

467,702

 

123,824

 

24,954

 

76,111

 

(125,961

)

848,736

 

 

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Information by segment

 

Supermarkets

 

Shopping
centers

 

Home
improvement
stores

 

Department
stores

 

Financial
services

 

Other(1)

 

Consolidated
total

 

 

 

Year ended December 31, 2015 (in millions of Ch$)

 

Net Profit

 

315,951

 

395,717

 

146,845

 

22,772

 

85,156

 

(734,456

)

231,985

 

Discontinued Operations

 

0

 

0

 

0

 

0

 

(70,617

)

0

 

(70,617

)

Profit from Continuing Operations

 

315,951

 

395,717

 

146,845

 

22,772

 

14,539

 

(734,456

)

161,368

 

Financial expense (net)

 

0

 

0

 

0

 

0

 

0

 

(244,100

)

(244,100

)

Income tax charge

 

0

 

0

 

0

 

0

 

0

 

(58,540

)

(58,540

)

EBIT from Continuing Operations

 

315,951

 

395,717

 

146,845

 

22,772

 

14,539

 

(417,636

)

464,008

 

 

Information by segment

 

Supermarkets

 

Shopping
centers

 

Home
improvement
stores

 

Department
stores

 

Financial
services

 

Other(1)

 

Consolidated
total

 

 

 

Year ended December 31, 2014 (in millions of Ch$)

 

Net Profit

 

289,603

 

266,218

 

123,203

 

(4,575

)

51,616

 

(561,918

)

164,146

 

Discontinued Operations

 

0

 

0

 

0

 

0

 

(12,662

)

0

 

(12,662

)

Profit from Continuing Operations

 

289,603

 

266,218

 

123,203

 

(4,575

)

38,955

 

(561,918

)

151,485

 

Financial expense (net)

 

0

 

0

 

0

 

0

 

38,693

 

(212,241

)

(173,548

)

Income tax charge

 

0

 

0

 

0

 

0

 

0

 

(125,932

)

(125,932

)

EBIT from Continuing Operations

 

289,603

 

266,218

 

123,203

 

(4,575

)

262

 

(223,745

)

450,965

 

 

Information by segment

 

Supermarkets

 

Shopping
Centers

 

Home
improvement
stores

 

Department
stores

 

Financial
services

 

Other(1)

 

Consolidated
total

 

 

 

Year ended December 31, 2013 (in millions of Ch$)

 

Net Profit

 

304,654

 

247,586

 

80,042

 

24,754

 

40,046

 

(455,675

)

249,764

 

Discontinued Operations

 

0

 

0

 

0

 

0

 

(8,356

)

0

 

(8,356

)

Profit from Continuing Operations

 

304,654

 

247,586

 

80,042

 

24,754

 

40,046

 

(455,675

)

241,408

 

Financial expense (net)

 

0

 

0

 

0

 

0

 

0

 

(190,593

)

(190,593

)

Income tax charge

 

0

 

0

 

0

 

0

 

0

 

(94,068

)

(94,068

)

EBIT from Continuing Operations

 

304,654

 

247,586

 

80,042

 

24,754

 

40,046

 

(171,014

)

526,069

 

 

Information by segment

 

Supermarkets

 

Shopping
centers

 

Home
improvement
stores

 

Department
stores

 

Financial
services

 

Other(2)

 

Consolidated
total

 

 

 

Year ended December 31, 2012 (in millions of Ch$)

 

Net Profit

 

318,711

 

224,263

 

94,823

 

20,231

 

(6,960

)

(431,305

)

252,810

 

Discontinued Operations

 

0

 

0

 

0

 

0

 

(33,048

)

0

 

(33,048

)

Profit from Continuing Operations

 

318,711

 

224,263

 

94,823

 

20,231

 

(6,960

)

(431,305

)

219,762

 

Financial expense (net)

 

0

 

0

 

0

 

0

 

0

 

(165,044

)

(165,044

)

Income tax charge

 

0

 

0

 

0

 

0

 

0

 

(92,226

)

(92,226

)

EBIT from continuing operations

 

318,711

 

224,263

 

94,823

 

20,231

 

(6,960

)

(174,036

)

477,032

 

 


(1)  Includes support services, financing, corporate taxes, adjustments and others.

(2)  Includes support services, financing, corporate taxes, adjustments and others.

 

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Rounding

 

Certain figures included in this annual report and in our financial statements have been rounded for ease of presentation. Percentage figures included in this annual report have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this annual report may not sum due to rounding.

 

Operating Data

 

Calculations of revenues from ordinary activities for our shopping centers presented in this annual report exclude inter-company lease payments to our shopping centers from stores owned by us. Unless otherwise noted, calculations of gross leasable area for our shopping centers do not include the square meters occupied by our stores.

 

As used herein, the term “same-store sales” reflects the sales of our stores operating throughout the same months of both financial periods being compared. If a store did not operate for a full month of either of the financial periods being compared, we exclude its sales for such month from both financial periods. For example, if a new store was opened on July 1, 2015 and operated throughout the last six months of 2015, (i) our “same-store sales” data would include the sales of that store for the last six months of 2015 and the last six months of 2016 and (ii) we would account for the sales of the new store during the first six months of 2016 as sales from a newly opened store. Our calculations of same-store sales data may differ from same-store sales calculations of other retailers. Unless otherwise noted, we have presented calculations of same-store sales in nominal local currency.

 

Industry and Market Data

 

None of the Argentine, Brazilian, Chilean, Peruvian or Colombian governments publish definitive data regarding the supermarket, home improvement store, department store, shopping center or financial services industries.

 

General

 

This annual report contains data related to the economic conditions in the markets in which we operate. Unless otherwise indicated, information in this annual report concerning economic conditions is based on publicly available information from third-party sources which we believe to be reasonable. The economic conditions in the markets in which we operate may deteriorate, and those economies may not grow at the rates projected by market data, or at all. The deterioration of the economic conditions in the markets in which we operate may have a material adverse effect on our business, results of operations, financial condition and the market price of our shares of common stock and American Depositary Shares (“ADSs”).

 

Chile

 

Market data and other statistical information (other than with respect to our financial results and performance) used throughout this annual report are based on independent industry publications, government publications, reports by market research firms or other published independent sources, such as the Instituto Nacional de Estadísticas (the Chilean National Institute of Statistics, or “INE”), a governmental agency that publishes information based on its independent data, the Asociación Gremial de Supermercados de Chile (the Chilean Supermarkets Association, or “ASACH”), which publishes certain data with respect to supermarkets in Chile, and A.C. Nielsen Chile S.A., which publishes data with respect to the supermarket industry in Chile. Certain other shopping center statistics for Chile are published by the International Council for Shopping Centers.

 

Argentina

 

Market data and other statistical information (other than with respect to our financial results and performance) used throughout this annual report are based on independent industry publications, government publications, reports by market research firms or other published independent sources, such as the Instituto Nacional de Estadísticas y Censos (the Argentine National Institute of Statistics and Census, or “INDEC”), a governmental agency that publishes information based on its independent data, and A.C. Nielsen Argentina, which publishes market share data with respect to the supermarket industry in Argentina. In addition, the Camara Argentina de Shopping Centers (the Argentine Chamber of Shopping Centers, or “CASC”) currently publishes market share data with respect to shopping centers in Argentina. Certain other shopping center statistics for Argentina are published by the International Council for Shopping Centers.

 

Brazil

 

We have included certain information with respect to Brazil based on reports prepared by established public sources, such as the Central Bank of Brazil, the Instituto Brasileiro de Geografia e Estatística (the Brazilian Institute of Geography and Statistics, or “IBGE”), the Instituto de Pesquisa Econômica Aplicada (the Institute of Applied Economic Research, or “IPEA”), the Associação Brasileira de Supermercados (the Brazilian Association of Supermarkets, or “ABRAS”), and the Fundação Getúlio Vargas (the Getúlio Vargas Foundation). Unless otherwise indicated, all macroeconomic information relating to Brazil was obtained from the Central Bank of Brazil, IBGE and the Getúlio Vargas Foundation.

 

Peru

 

Macroeconomic data from Peru included in this annual report is derived from public entities, such as the Central Bank of Peru, the Instituto Nacional de Estadísitcas e Informática (the National Institute of Statistics and Computing, or “INEI”), Corporación de Compañías de Research

 

5



Table of Contents

 

(Research Companies Corporation, or “CCR”) or by Apoyo Consulting. Some data are also based on our estimates, which are derived from our review of internal surveys, as well as independent sources. Although we believe these sources are reliable, we have not independently verified the information provided by third parties. In addition, these sources may use different definitions of the relevant markets than those we present. Data regarding our industry are intended to provide general guidance but are inherently imprecise.

 

Colombia

 

Market and certain other data relating to Colombia used in this annual report was obtained from our own research, surveys or studies conducted by third parties and industry or general publications and other publicly available sources. Industry and general publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Certain data is based on published information made available by the Colombian government and its agencies, such as the Departamento Administrativo Nacional de Estadística (the National Administrative Department of Statistics, or “DANE”) and the Banco de la Republica (“Colombian Central Bank”). Although we believe these sources to be reliable, we do not guarantee the accuracy of the information.

 

Other Information

 

According to the ASACH, “hypermarkets” are defined as retail stores with more than 10,000 square meters of selling space, offering more than 25,000 products and having more than 40 cashiers. ASACH defines “supermarkets” as retail stores having up to 6,000 square meters of selling space, between 400 and 10,000 products and ten to 25 cashiers. We consolidate the results of our supermarkets and hypermarkets under our “supermarkets” segment. Therefore, unless otherwise noted, our discussions of “supermarkets” in this annual report include our Santa Isabel supermarkets, Jumbo hypermarkets and supermarkets in Chile, Disco and Vea supermarkets and Jumbo hypermarkets and supermarkets in Argentina, Bretas, GBarbosa, Mercantil Rodrigues, Perini and Prezunic supermarkets in Brazil, Jumbo and Metro supermarkets in Colombia and Wong and Metro supermarkets and hypermarkets in Peru. By “home improvement” stores we mean retail establishments that sell a wide assortment of building materials and home improvement and lawn and garden products and provide certain related services. Our “home improvement stores” refer to our home improvement stores operated under the Easy and Blaisten brand names, including our Easy stores in Chile, Argentina and Colombia. By “department stores” we mean retail establishments that market a varied assortment of apparel, electronic and household goods. These stores currently operate in Chile under our Paris and Johnson brands and in Peru under our Paris brand. References to “stores” refer collectively to our hypermarkets, supermarkets, department stores and home improvement stores.

 

One meter equals approximately 3.3 feet or 1.1 yards and one square meter equals approximately 10.8 square feet.

 

We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this annual report include: Jumbo®, Easy®, Santa Isabel®, Disco®, Vea®, Blaisten®, Johnson®, Paris®, Seguros Cencosud®, Wong®, Metro®, GBarbosa®, Perini®, Bretas®, Mercantil Rodrigues®, Tarjeta Cencosud®, Banco Cencosud®, Costaner Center®, Prezunic® and Unicenter® each of which may be registered or trademarked in any of Argentina, Brazil, Chile, Colombia, Peru or other jurisdictions. Solely for convenience, we may refer to our trademarks, service marks and trade names in this annual report without the ™ and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks, service marks and trade names. Each trademark, trade name or service mark of any other company appearing in this annual report is, to our knowledge, owned by such other company

 

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

 

A. SELECTED FINANCIAL DATA

 

Selected Financial and Operating Data

 

The following tables set forth our summary consolidated financial information under IFRS. You should read the information contained in these tables in conjunction with “Item 5. Operating and Financial Review and Prospects,” “Item 8. Financial Information,” “Item 18. Financial Statements.” and the consolidated financial statements and the accompanying notes included elsewhere in this annual report.

 

The financial information as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 has been derived from our Audited Consolidated Financial Statements included elsewhere in this annual report. The selected statement of operations data with respect to fiscal year ended December 31, 2013 and 2012 and the selected balance sheet data as of December 31, 2014, 2013 and 2012 have been derived from the Company’s accounting records. We maintain our books and records in Chilean pesos and prepare financial statements in accordance with IFRS. Our date of adoption of IFRS was January 1, 2010. The following financial and operating information should be read in conjunction with, and is qualified in its entirety by reference to, our Audited Consolidated Financial Statements included elsewhere in this annual report.

 

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Table of Contents

 

Unless otherwise noted, U.S. dollar amounts have been translated from Chilean pesos based on the dollar observed, or observed exchange rate of Ch$669.47 per U.S.$1.00 as of December 31, 2016, as reported by the Chilean Central Bank. We make no representation that the Chilean peso or the U.S. dollar amounts referred to herein actually represent, could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at the rates indicated, at any particular rate or at all.

 

In our opinion, the summary consolidated financial data presented in the tables below includes all adjustments necessary to present fairly in all material respects our financial condition and results of operations at the dates and the periods presented. The results of operations presented below are not necessarily indicative of future performance.

 

 

 

Year ended December 31,

 

 

 

2016

 

2016

 

2015

 

2014

 

2013

 

2012

 

 

 

(in millions of
U.S.$, except
share and per
share amounts)

 

(in millions of Ch$, except share and per share amounts)

 

Revenues from ordinary activities, continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

11,185

 

7,487,810

 

8,045,566

 

8,159,237

 

7,682,994

 

6,733,610

 

Shopping Centers

 

357

 

238,722

 

248,026

 

214,850

 

205,332

 

172,104

 

Home improvement

 

1,933

 

1,294,348

 

1,469,246

 

1,225,616

 

1,176,890

 

1,063,086

 

Department stores

 

1,683

 

1,126,931

 

1,051,642

 

991,442

 

970,360

 

886,075

 

Financial services

 

265

 

177,683

 

165,820

 

117,679

 

81,651

 

58,454

 

Other(3)

 

11

 

7,506

 

11,039

 

2,205

 

16,932

 

12,022

 

Total revenues from ordinary activities

 

15,435

 

10,333,001

 

10,991,338

 

10,711,029

 

10,134,158

 

8,925,351

 

Cost of Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

(8,366

)

(5,600,464

)

(6,014,367

)

(6,216,769

)

(5,782,590

)

(5,057,477

)

Shopping Centers

 

(46

)

(31,110

)

(33,984

)

(28,029

)

(23,341

)

(27,213

)

Home improvement

 

(1,269

)

(849,368

)

(962,485

)

(800,342

)

(787,402

)

(711,500

)

Department stores

 

(1,211

)

(810,967

)

(749,412

)

(741,279

)

(701,530

)

(644,668

)

Financial services

 

(89

)

(59,818

)

(49,276

)

(39,046

)

(25,938

)

(21,082

)

Other(4)

 

(7

)

(4,744

)

(3,702

)

(1,967

)

(3,451

)

(2,294

)

Total cost of sales

 

(10,989

)

(7,356,471

)

(7,813,226

)

(7,827,432

)

(7,324,252

)

(6,464,234

)

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

2,819

 

1,887,346

 

2,031,199

 

1,942,468

 

1,900,404

 

1,676,133

 

Shopping Centers

 

310

 

207,612

 

214,042

 

186,821

 

181,991

 

144,891

 

Home improvement

 

665

 

444,980

 

506,761

 

425,275

 

389,487

 

351,586

 

Department stores

 

472

 

315,965

 

302,229

 

250,163

 

268,830

 

241,407

 

Financial services

 

176

 

117,865

 

116,544

 

78,632

 

55,713

 

37,372

 

Other(5)

 

4

 

2,763

 

7,337

 

(1,197

)

13,481

 

9,728

 

Total Gross Profit

 

4,446

 

2,976,530

 

3,178,112

 

2,883,597

 

2,809,907

 

2,461,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses, distribution costs and other expenses

 

(3,769

)

(2,523,381

)

(2,675,486

)

(2,482,777

)

(2,357,582

)

(2,048,390

)

Other income

 

450

 

301,152

 

210,521

 

114,438

 

108,291

 

107,011

 

Participation in earnings of associates

 

18

 

11,896

 

14,067

 

6,208

 

10,289

 

5,642

 

Financial income

 

22

 

14,540

 

14,939

 

6,709

 

5,999

 

8,231

 

Financial expenses

 

(423

)

(283,511

)

(259,038

)

(180,258

)

(196,592

)

(173,276

)

Other gains (losses)(6)

 

89

 

59,564

 

(124,455

)

(6,515

)

(3,165

)

(11,711

 

Exchange differences

 

56

 

37,287

 

(116,743

)

(24,411

)

(22,787

)

(13,100

)

Losses from indexation

 

(21

)

(14,312

)

(22,009

)

(39,576

)

(18,885

)

(23,538

)

Income (loss) before taxes

 

866

 

579,766

 

219,908

 

277,416

 

335,476

 

311,988

 

Income tax charge

 

(287

)

(191,969

)

(58,540

)

(125,932

)

(94,068

)

(92,226

)

Profit from Continuing Operations

 

579

 

387,797

 

161,368

 

151,485

 

241,408

 

219,762

 

Profit from Discontinued Operations(7)

 

0

 

0

 

70,617

 

12,662

 

8,357

 

33,047

 

Net Income

 

579

 

387,797

 

231,985

 

164,146

 

249,765

 

252,809

 

Profit attributable to non-controlling shareholders

 

0.1

 

43

 

44

 

(748

)

(166

)

2,851

 

Profit attributable to controlling shareholders

 

579

 

387,755

 

231,941

 

164,895

 

249,930

 

249,959

 

Net earnings attributable to shareholders per share for continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic(8)

 

0.2

 

135

 

57

 

54

 

87

 

93

 

Diluted(8)

 

0.2

 

135

 

56

 

54

 

87

 

92

 

Net earnings attributable to shareholders per share for discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic(8)

 

0.0

 

0

 

25

 

4

 

3

 

14

 

Diluted(8)

 

0.0

 

0

 

25

 

4

 

3

 

14

 

Number of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of Shares

 

2,862,536,947

 

2,862,536,947

 

2,828,723,963

 

2,828,723,963

 

2,762,910,986

 

2,327,518,639

 

Dividends per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic(8)

 

0.2

 

135

 

82

 

58

 

90

 

107

 

Diluted(8)

 

0.2

 

135

 

81

 

58

 

90

 

106

 

 


(3)  Includes support services, financing, adjustments and others.

(4)  Includes support services, financing, adjustments and others.

(5)  Includes support services, financing, adjustments and others.

(6)  As of December 31, 2015 the Company has recorded a goodwill impairment in the amount of Ch$116,771 million (BRL$566 million).

 

7



Table of Contents

 

Balance sheet data:

 

 

 

As of December 31,

 

 

 

2016

 

2016

 

2015

 

2014

 

2013

 

2012

 

 

 

(in millions of
U.S.$)(9)

 

(in millions of Ch$)(10)

 

Total current assets

 

4,026

 

2,695,509

 

2,501,765

 

3,002,468

 

2,425,219

 

2,334,567

 

Property, plant, equipment and investment property net

 

3,852

 

2,578,794

 

2,711,491

 

3,009,728

 

3,101,884

 

2,977,838

 

Other assets

 

7,729

 

5,174,455

 

4,897,470

 

4,704,307

 

4,538,131

 

4,361,594

 

Total assets

 

15,608

 

10,448,757

 

10,110,725

 

10,716,503

 

10,065,234

 

9,674,000

 

Total current liabilities

 

3,867

 

2,589,088

 

2,426,085

 

3,138,770

 

2,951,699

 

3,329,041

 

Total non-current liabilities

 

5,640

 

3,775,618

 

3,713,828

 

3,286,247

 

2,852,168

 

2,946,747

 

Total liabilities

 

9,507

 

6,364,706

 

6,139,913

 

6,425,017

 

5,803,867

 

6,275,788

 

Paid-in capital

 

3,616

 

2,420,565

 

2,321,381

 

2,321,381

 

2,321,381

 

1,551,812

 

Non-controlling interest

 

(2

)

(1,208

)

(934

)

(832

)

100

 

678

 

Net equity attributable to controlling shareholders

 

6,102

 

4,085,260

 

3,971,746

 

4,292,318

 

4,261,267

 

3,397,534

 

Total net equity and liabilities

 

15,608

 

10,448,757

 

10,110,725

 

10,716,503

 

10,065,234

 

9,674,000

 

 

Other financial data:

 

 

 

Year ended December 31,

 

 

 

2016

 

2016

 

2015

 

2014

 

2013

 

2012

 

 

 

(in millions of
U.S.$)(11)

 

(in millions of Ch$)(12)

 

Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

604

 

404,067

 

636,151

 

389,483

 

364,782

 

718,715

 

Investing activities

 

(121

)

(81,100

)

31,046

 

(233,396

)

(320,507

)

(1,873,568

)

Financing activities

 

(459

)

(307,014

)

(638,609

)

(112,378

)

(107,029

)

1,246,077

)

Other Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(311

)

(208,173

)

(171,606

)

(227,423

)

(317,710

)

(573,650

)

Depreciation and amortization

 

(340

)

(227,713

)

(218,490

)

(200,043

)

(186,576

)

(138,941

)

Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin(13)

 

28.8

%

28.8

%

28.9

%

26.9

%

27.7

%

27.6

%

Net margin(14)

 

3.8

%

3.8

%

2.1

%

1.5

%

2.5

%

2.8

%

Working capital ratio(15)

 

1.04

 

1.04

 

1.03

 

0.96

 

0.82

 

0.70

 

 


(7)  As of December 31, 2015 the Company has recognized a gain of Ch$61,373 million within the consolidated statement of profit and loss by function, under the “Profit from discontinued operations” line. The generated profit includes Ch$30,144 million corresponding to the benefit related to the measurement at fair value of non-controlling interest in subsidiaries held after the sale.

(8)  In U.S. dollars and Chilean pesos.

(9)  Except financial ratios.

(10)  Except financial ratios.

(11)  Except financial ratios.

(12)  Except financial ratios.

(13)  Consolidated gross profit divided by consolidated revenues from ordinary activities.

 

8



Table of Contents

 

Comprehensive income:

 

 

 

Year ended December 31,

 

 

 

2016

 

2016

 

2015

 

2014

 

2013

 

2012

 

 

 

(in millions of
U.S.$)

 

(in millions of Ch$)

 

Comprehensive income attributable to controlling shareholders

 

449

 

300,906

 

(257,312

)

76,056

 

94,725

 

34,002

 

Comprehensive (loss) income attributable to non-controlling shareholders

 

(0.3

)

(222

)

(102

)

(881

)

(168

)

(5,354

)

Total comprehensive income

 

449

 

300,684

 

(257,414

)

75,175

 

94,557

 

28,648

 

 

Operating data:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

2013

 

2012

 

Number of Stores

 

 

 

 

 

 

 

 

 

 

 

Supermarkets:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

245

 

245

 

238

 

224

 

214

 

Argentina

 

 

283

 

286

 

290

 

290

 

288

 

Brazil

 

211

 

222

 

219

 

221

 

204

 

Peru

 

91

 

90

 

87

 

87

 

86

 

Colombia

 

103

 

101

 

100

 

100

 

96

 

Supermarkets subtotal

 

 

933

 

944

 

934

 

922

 

888

 

Home Improvement Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

35

 

35

 

33

 

32

 

31

 

Argentina

 

51

 

50

 

50

 

48

 

47

 

Colombia

 

10

 

10

 

9

 

9

 

4

 

Home improvement stores subtotal

 

96

 

95

 

92

 

89

 

82

 

Department Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

79

 

79

 

79

 

77

 

78

 

Peru

 

10

 

9

 

9

 

6

 

0

 

Department stores subtotal

 

89

 

88

 

88

 

83

 

78

 

Shopping Centers:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

25

 

25

 

25

 

25

 

9

 

Argentina

 

22

 

22

 

22

 

18

 

18

 

Peru

 

4

 

4

 

4

 

3

 

2

 

Colombia

 

2

 

2

 

2

 

2

 

0

 

Shopping centers subtotal

 

53

 

53

 

53

 

48

 

29

 

Total

 

1,171

 

1,180

 

1,167

 

1,123

 

1,076

 

 

 

 

(in square meters)

 

Total Selling Space(16)

 

 

 

 

 

 

 

 

 

 

 

Supermarkets:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

578,362

 

577,547

 

567,873

 

546,236

 

524,677

 

Argentina

 

524,821

 

526,475

 

529,428

 

519,171

 

522,270

 

Brazil

 

594,855

 

611,363

 

602,194

 

596,746

 

552,764

 

Peru

 

272,001

 

269,526

 

261,700

 

259,360

 

258,762

 

Colombia

 

431,232

 

426,393

 

425,196

 

428,469

 

416,699

 

Supermarkets subtotal

 

2,401,272

 

2,411,305

 

2,386,391

 

2,349,981

 

2,275,172

 

Home Improvement Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

325,315

 

325,315

 

307,853

 

307,853

 

299,806

 

Argentina

 

391,546

 

383,786

 

383,786

 

373,490

 

369,067

 

Colombia

 

82,320

 

82,320

 

75,733

 

75,732

 

37,060

 

Home improvement stores subtotal

 

799,181

 

791,421

 

767,372

 

757,074

 

705,933

 

Department Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

377,288

 

374,153

 

375,586

 

371,891

 

377,191

 

Peru

 

55,333

 

45,233

 

45,233

 

32,222

 

0

 

Department stores subtotal

 

432,621

 

419,386

 

420,819

 

404,113

 

377,191

 

Shopping Centers:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

421,564

 

431,207

 

433,053

 

412,418

 

410,117

 

Argentina

 

277,203

 

277,203

 

281,515

 

241,410

 

241,410

 

Peru

 

71,191

 

71,191

 

71,191

 

58,388

 

41,303

 

Colombia

 

8,890

 

14,991

 

14,514

 

14,514

 

0

 

Shopping centers subtotal

 

778,848

 

794,592

 

800,272

 

756,264

 

692,830

 

Total

 

4,411,922

 

4,416,704

 

4,374,855

 

4,237,899

 

4,051,126

 

 


(14)  Consolidated net income divided by consolidated revenues from ordinary activities.

(15)  Consolidated current assets divided by consolidated current liabilities.

(16)  In square meters at period end.

 

9



Table of Contents

 

 

 

(in millions of Ch$)

 

Average Sales per Store(17)

 

 

 

 

 

 

 

 

 

 

 

Supermarkets:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

10,678

 

10,223

 

9,894

 

9,943

 

9,617

 

Argentina

 

5,771

 

7,534

 

6,254

 

6,162

 

6,083

 

Brazil

 

7,517

 

7,556

 

9,837

 

9,067

 

10,270

 

Peru

 

9,216

 

9,639

 

9,617

 

8,569

 

8,360

 

Colombia

 

7,883

 

8,327

 

9,999

 

9,185

 

1,189

 

Supermarkets subtotal

 

8,026

 

8,523

 

8,736

 

8,228

 

8,356

 

Home Improvement Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

14,864

 

14,139

 

14,107

 

14,022

 

12,915

 

Argentina

 

13,929

 

18,218

 

13,859

 

14,209

 

13,191

 

Colombia

 

6,374

 

6,348

 

6,717

 

9,449

 

10,682

 

Home improvement stores subtotal

 

13,483

 

15,466

 

13,179

 

13,858

 

12,964

 

Department Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

13,403

 

12,566

 

12,053

 

12,413

 

11,360

 

Peru

 

6,809

 

6,550

 

4,360

 

2,430

 

 

 

Department stores subtotal

 

12,662

 

11,950

 

11,945

 

11,691

 

11,360

 

Shopping Centers:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

5,861

 

5,361

 

11,284

 

11,284

 

9,309

 

Argentina

 

3,199

 

3,915

 

4,620

 

4,620

 

4,365

 

Peru

 

5,000

 

4,715

 

4,852

 

4,852

 

2,301

 

Colombia

 

4,472

 

4,503

 

8,642

 

8,642

 

N.A. 

 

Shopping centers subtotal

 

4,638

 

4,680

 

7,080

 

7,080

 

5,939

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(%)

 

Increase (Decrease) in Same-Store Sales(18)

 

 

 

 

 

 

 

 

 

 

 

Supermarkets:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

3.9

%

4.6

%

4.3

%

1.6

%

4.8

%

Argentina

 

17.3

%

16.8

%

29.0

%

17.3

%

18.5

%

Brazil

 

(2.4

)%

(6.3

)%

(0.6

)%

(0.5

)%

0.5

%

Peru

 

1.0

%

0.8

%

4.6

%

1.5

%

4.2

%

Colombia

 

5.0

%

1.4

%

(1.5

)%

(7.4

)%

N.A.

 

Home Improvement Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

3.3

%

3.1

%

2.7

%

6.1

%

6.3

%

Argentina

 

18.4

%

30.2

%

27.5

%

30.3

%

26.6

%

Colombia

 

8.8

%

4.2

%

(3.4

)%

0.3

%

4.1

%

Department Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

6.4

%

3.3

%

(0.5

)%

4.7

%

5.3

%

Peru

 

11.1

%

13.7

%

(0.1

)%

N.A.

 

N.A.

 

 

 

 

(in millions of Ch$)

 

Sales per Square Meter(19)

 

 

 

 

 

 

 

 

 

 

 

Supermarkets:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

4.52

 

4.37

 

4.15

 

4.08

 

3.92

 

Argentina

 

3.11

 

4.08

 

3.43

 

3.44

 

3.35

 

Brazil

 

2.67

 

2.74

 

3.58

 

3.36

 

3.79

 

Peru

 

3.08

 

3.27

 

3.20

 

2.87

 

2.78

 

Colombia

 

1.88

 

1.98

 

2.35

 

2.14

 

0.28

 

Supermarkets subtotal

 

3.12

 

3.35

 

3.42

 

3.52

 

3.56

 

Home Improvement Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

1.60

 

1.56

 

1.48

 

1.46

 

1.34

 

Argentina

 

1.81

 

2.37

 

1.81

 

1.83

 

1.68

 

Colombia

 

0.77

 

0.80

 

1.04

 

1.04

 

1.15

 

Home improvement stores subtotal

 

1.62

 

1.89

 

1.57

 

1.62

 

1.51

 

Department Stores:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

2.81

 

2.65

 

2.54

 

2.57

 

2.35

 

Peru

 

1.23

 

1.30

 

0.10

 

0.45

 

0

 

Department stores subtotal

 

2.60

 

2.50

 

2.36

 

2.57

 

2.35

 

Shopping Centers:

 

 

 

 

 

 

 

 

 

 

 

Chile

 

0.35

 

0.31

 

0.28

 

0.26

 

0.22

 

Argentina

 

0.25

 

0.31

 

0.24

 

0.29

 

0.28

 

Peru

 

0.28

 

0.26

 

0.24

 

0.24

 

0.14

 

Colombia

 

1.01

 

0.61

 

0.70

 

0.30

 

 0

 

Shopping centers subtotal

 

0.32

 

0.31

 

0.27

 

0.27

 

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of store employees(20)

 

138,160

 

140,474

 

153,234

 

154,603

 

146,424

 

 


(17)  Sales for the fiscal period divided by the number of stores or shopping centers, as applicable, at the end of the fiscal period.

(18)  Reflects the sales of our stores operating throughout the same months of both financial periods being compared. If a store did not operate for a full month of either of the financial periods being compared, we exclude its sales for such month from both financial periods. For example, if a new store was opened on July 1, 2015 and operated throughout the last six months of 2015, (i) “same-store sales” would include the sales of that store for the last six months of 2015 and the last six months of 2016 and (ii) we would consider the sales of the new store during the first six months of 2016 as sales from a newly opened store. Calculated in local currency.

(19)  Sales for the period divided by the square meters of selling space or leasable space, as applicable, at the end of each month during the period.

(20)  Number of full-time employee equivalents at period end.

 

10



Table of Contents

 

Exchange Rates

 

Chile

 

Chile has two currency markets, the Mercado Cambiario Formal (the “Formal Exchange Market”) and the Mercado Cambiario Informal (the “Informal Exchange Market”). The Formal Exchange Market is comprised of banks and other entities authorized by the Chilean Central Bank. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Chilean Central Bank is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Chile.”

 

Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Chilean Central Bank be informed of certain transactions and that they are effected through the Formal Exchange Market.

 

The U.S. dollar observed exchange rate (dólar observado), which is reported by the Chilean Central Bank and published daily in the Official Gazette (Diario Oficial), is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. The Chilean Central Bank has the power to intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the observed exchange rate within a desired range. During the past few years the Chilean Central Bank has attempted to keep the observed exchange rate within a certain range only under special circumstances. Although the Chilean Central Bank is not required to purchase or sell dollars at any specific exchange rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates as well.

 

The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “informal exchange rate”). There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the observed exchange rate. In recent years, the variation between the observed exchange rate and the informal exchange rate has not been significant.

 

The following table sets forth the annual low, high, average and period end observed exchange rate for U.S. dollars for the periods presented, as reported by the Chilean Central Bank. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

 

 

 

Daily observed exchange rate Ch$ per U.S.$(21)

 

 

 

High(22)

 

Low(23)

 

Average(24)

 

Period end(25)

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2012

 

519.69

 

469.65

 

486.59

 

479.96

 

2013

 

533.95

 

466.50

 

495.18

 

524.61

 

2014

 

621.41

 

527.53

 

570.34

 

606.75

 

2015

 

715.66

 

597.10

 

654.66

 

710.16

 

2016

 

730.31

 

645.22

 

676.67

 

685.98

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2016

 

670.88

 

651.18

 

663.56

 

651.18

 

November 30, 2016

 

679.24

 

650.72

 

667.18

 

673.54

 

December 31, 2016

 

677.11

 

649.40

 

666.97

 

669.47

 

January 31, 2017

 

673.36

 

646.19

 

660.08

 

646.19

 

February 28, 2017

 

648.88

 

638.35

 

643.34

 

648.88

 

March 31, 2017

 

669.52

 

650.98

 

661.86

 

663.97

 

April 2017 (through April 24, 2017)

 

661.42

 

647.47

 

653.54

 

650.65

 

 


(21)  Source: Chilean Central Bank.

(22)  Exchange rates are the actual low and high, on a daily basis for each period.

(23)  Exchange rates are the actual low and high, on a daily basis for each period.

(24)  The yearly average rate is calculated as the average of the exchange rates on the last day of each month during the period.

(25)  Each year period ends on December 31, and the respective period-end exchange rate is published by the Chilean Central Bank on the first business day of the following year. Each month period ends on the last calendar day of such month, and the respective period end exchange rate is published by the Chilean Central Bank on the first business day of the following month.

 

11



Table of Contents

 

Argentina

 

From April 1, 1991 until the end of 2001, the Convertibility Law No. 23,928 and Regulatory Decree No. 529/91 (together, the “Convertibility Law”) established a fixed exchange rate under which the Central Bank of Argentina was obliged to sell U.S. dollars at a fixed rate of one Argentine peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, which suspended certain provisions of the Convertibility Law, including the fixed exchange rate of Ar$1.00 to U.S.$1.00, and granted the executive branch of the Argentine government the power to set the exchange rate between the Argentine peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the Argentine peso has been allowed to float freely against other currencies since February 2002. For the last few years the Argentine government has maintained a policy of intervention in foreign exchange markets, conducting periodic transactions for the sale and purchase of U.S. dollars. There is no way to foresee whether this could continue in the future. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Argentina.”

 

The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Argentine pesos per U.S. dollar and not adjusted for inflation as reported by the Central Bank of Argentina. The Federal Reserve Bank of New York does not report a noon buying rate for Argentine pesos.

 

 

 

Daily observed exchange rate Ar$ per U.S.$

 

 

 

High

 

Low

 

Average(26)

 

Period end

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2012

 

4.917

 

4.304

 

4.552

 

4.917

 

2013

 

6.518

 

4.923

 

5.479

 

6.518

 

2014

 

8.556

 

6.543

 

8.119

 

8.552

 

2015

 

13.763

 

8.554

 

9.269

 

13.005

 

2016

 

16.039

 

13.069

 

14.779

 

15.850

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2016

 

15.225

 

15.115

 

15.181

 

15.175

 

November 30, 2016

 

15.844

 

15.018

 

15.340

 

15.844

 

December 31, 2016

 

16.039

 

15.523

 

15.830

 

15.850

 

January 31, 2017

 

16.503

 

15.808

 

15.907

 

15.912

 

February 28, 2017

 

15.835

 

15.368

 

15.598

 

15.455

 

March 31, 2017

 

15.669

 

15.382

 

15.524

 

15.382

 

April 2017 (through April 21, 2017)

 

15.418

 

15.174

 

15.333

 

15.393

 

 

Brazil

 

The Central Bank of Brazil allows the Real/U.S. dollar exchange rate to float freely and has intervened occasionally to control unstable fluctuations in foreign exchange rates. We cannot predict whether the Central Bank of Brazil or the Brazilian government will continue to let the real float freely or will intervene in the exchange rate market through a currency band system or otherwise. The Brazilian real may depreciate or appreciate substantially against the U.S. dollar in the future. Exchange rate fluctuations may adversely affect our financial condition. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Brazil.”

 

Prior to March 14, 2005, under Brazilian regulations, foreign exchange transactions were carried out on either the commercial rate exchange market or the floating rate exchange market. Rates in the two markets were generally the same. On March 14, 2005, the National Monetary Council of Brazil (Conselho Monetário Nacional) unified the two markets.

 

The following table sets forth the exchange selling rates expressed in Brazilian reais per U.S. dollar for the periods indicated, as reported by the Central Bank of Brazil through the Central Bank System (Sistema do Banco Central) using PTAX 800, option 5.

 

 

 

Daily observed exchange rate R$ per U.S.$

 

 

 

High

 

Low

 

Average(27)

 

Period end

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2012

 

2.1121

 

1.7024

 

1.9550

 

2.0435

 

2013

 

2.4457

 

1.9528

 

2.1605

 

2.3426

 

2014

 

2.7403

 

2.1974

 

2.3547

 

2.6562

 

2015

 

4.1949

 

2.5754

 

3.3387

 

3.9048

 

2016

 

4.1558

 

3.1193

 

3.4833

 

3.2591

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2016

 

3.2359

 

3.1193

 

3.1858

 

3.1811

 

November 30, 2016

 

3.4446

 

3.2024

 

3.3420

 

3.3967

 

December 31, 2016

 

3.4650

 

3.2591

 

3.3523

 

3.2591

 

January 31, 2017

 

3.2729

 

3.1270

 

3.1966

 

3.1270

 

February 28, 2017

 

3.1479

 

3.0510

 

3.1042

 

3.0993

 

March 31, 2017

 

3.1735

 

3.0765

 

3.1279

 

3.1684

 

April 2017 (through April 20, 2017)

 

3.1463

 

3.0923

 

3.1238

 

3.1453

 

 


(26)  Represents the daily average exchange rate during each of the relevant periods.

(27)  Represents the daily average exchange rate during each of the relevant periods.

 

12



Table of Contents

 

Peru

 

Currently, Peruvian law does not impose any restrictions on the ability of companies having operations in Peru to transfer foreign currencies from Peru to other countries, to convert nuevos soles into any foreign currency or to convert any foreign currency into nuevos soles. Companies may freely remit interest and principal payments abroad and investors may repatriate capital from liquidated investments. We cannot assure you, however, that Peruvian law will continue to permit such payments, transfers, conversions or remittances without restrictions. Exchange rates for the Peruvian Nuevo sol have been relatively stable in recent years. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Peru.”

 

The following table sets forth the Central Bank of Peru’s period-average and period-end buying rates for U.S. dollars for the periods indicated.

 

 

 

Daily observed exchange rate S/. per U.S.$

 

 

 

High

 

Low

 

Average(28)

 

Period end

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2012

 

2.709

 

2.549

 

2.638

 

2.549

 

2013

 

2.819

 

2.539

 

2.701

 

2.794

 

2014

 

2.987

 

2.760

 

2.838

 

2.981

 

2015

 

3.408

 

2.981

 

3.184

 

3.408

 

2016

 

3.536

 

3.248

 

3.373

 

3.352

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2016

 

3.407

 

3.351

 

3.384

 

3.360

 

November 30, 2016

 

3.423

 

3.359

 

3.401

 

3.409

 

December 31, 2016

 

3.418

 

3.352

 

3.393

 

3.352

 

January 31, 2017

 

3.391

 

3.275

 

3.338

 

3.282

 

February 28, 2017

 

3.291

 

3.240

 

3.258

 

3.259

 

March 31, 2017

 

3.294

 

3.240

 

3.262

 

3.246

 

April 2017 (through April 20, 2017)

 

3.252

 

2.249

 

3.164

 

3.242

 

 

Colombia

 

Since September 1999, the Central Bank of Colombia has allowed the Colombian peso to float freely, intervening only when there are steep variations in the Colombian peso’s value relative to the U.S. dollar (referred to as the “representative market rate”) to control volatility. Different mechanisms have been used for this purpose. Currently, the Central Bank is intervening directly by purchasing variable amounts of foreign currency in the exchange markets.

 

This intervention mechanism is only used to control the international reserves of Colombia or in case the average of a specified rate (referred to as the “representative market rate”) for the preceding twenty days exceeds 5% of that day’s representative market rate. Upon the occurrence of such an event, the Central Bank of Colombia sells call options, whereby the purchaser is entitled to buy from the Central Bank of Colombia, on a future date, a specified amount of U.S. dollars at a pre-established exchange rate, thus reducing the volatility of the exchange rate. As of October 28, 2009, the call option mechanism can only be used to control the international reserves of Colombia. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Colombia.”

 

Although the foreign exchange market is allowed to float freely, there are no guarantees that the Central Bank of Colombia or the Colombian government will not intervene in the exchange market in the future. The Federal Reserve Bank of New York does not report a rate for Colombian pesos. The Superintendencia Financiera de Colombia calculates the representative market rate based on the weighted averages of the buy/sell foreign exchange rates quoted daily by certain financial institutions for the purchase and sale of foreign currency.

 

The following table sets forth the average Colombian peso/U.S. dollar representative market rate for the periods indicated, calculated by using the average of the exchange rates on the last day of each month during the period.

 

 

 

Daily observed exchange rate Col$ per U.S.$

 

 

 

High

 

Low

 

Average(29)

 

Period end

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2012

 

1,942.70

 

1,754.89

 

1,797.65

 

1,768.23

 

2013

 

1,952.11

 

1,758.45

 

1,869.10

 

1,926.83

 

2014

 

2,446.35

 

1,846.12

 

2,000.33

 

2,392.46

 

2015

 

3,356.00

 

2,360.58

 

2,743.39

 

3,149.47

 

2016

 

3,434.89

 

2,833.78

 

3,050.98

 

3,000.71

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2016

 

2,967.66

 

2,880.08

 

2,929.39

 

2,967.66

 

November 30, 2016

 

3,187.97

 

2,984.78

 

3,110.26

 

3,165.09

 

December 31, 2016

 

3,085.60

 

2,964.56

 

3,009.86

 

3,000.71

 

January 31, 2017

 

3,000.71

 

2,919.01

 

2,949.72

 

2,924.77

 

February 28, 2017

 

2,921.90

 

2,851,98

 

2,879.57

 

2,896.27

 

March 31, 2017

 

3,004.43

 

2,880.24

 

2,942.29

 

2,880.24

 

April 2017 (through April 24, 2017)

 

2,885.57

 

2,837.90

 

2,866.48

 

2,868.89

 

 


(28)  Calculated as the average of the month-end exchange rates during the relevant period.

(29)  Calculated as the average of the month-end exchange rates during the relevant period.

 

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B. CAPITALIZATION AND INDEBTEDNESS

 

Not Applicable.

 

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

 

Not Applicable.

 

D. RISK FACTORS

 

You should carefully consider the risks and uncertainties described below and the other information in this annual report. The risks described below are not the only ones facing our company or investments in the countries in which we operate. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. This annual report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” The market price of our common shares and ADSs may decrease due to any of these risks or other factors, and you may lose all or part of your investment. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our company described below and elsewhere in this annual report.

 

Risks Related to Our Business and Our Industries

 

Economic conditions that impact consumer spending could materially affect us.

 

Ongoing economic uncertainty in the world economy could negatively affect consumer confidence and spending, including discretionary spending. We may be materially affected by changes in economic conditions in the markets or in the regions in which we operate that impact consumer confidence and spending, including discretionary spending. This risk may be exacerbated if customers choose lower-cost alternatives to our product offerings in response to economic conditions. In particular, a decrease in discretionary spending could materially and adversely impact sales of certain of our high-margin product offerings. Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, changes in housing market conditions, the availability of credit, interest rates, tax rates and fuel and energy costs, could also reduce overall consumer spending or cause consumers to shift their spending to lower-priced competitors. In addition, inflation or deflation can impact our business. Deflation in food prices could reduce sales growth and earnings, while inflation in food prices, combined with reduced consumer spending, and could reduce our margins. Accordingly, we cannot assure you that in the event of an increase in inflation we will be able to pass on a price increase to our customers, which could have a material adverse effect on us.

 

We face intense competition in each of our markets.

 

The retail industry in Chile, Argentina, Brazil, Peru and Colombia is characterized by intense competition and increasing pressure on profit margins. The number and type of competitors and the degree of competition experienced by individual stores varies by location. Competition occurs on the basis of price, location, quality of products and service, product variety and store conditions.

 

Efforts by others to enter the markets in which we operate, or to expand their exsiting businesses in such markets, could adversely affect our business.  For example, SMU S.A., the owner of Unimarc supermarkets, completed an initial public offering in January 2017, and we expect that the proceeds therefrom would better position it to invest in its supermarkets business, including expansion of convenience stores in Chile.  In addition, in March 2017, Walmart announced plans to invest U.S.$800 million in Chile over the next three years, including to open new supermarkets, remodel certain existing stores, and to develop a distribution center and its online business.  Other domestic and international players have also expressed their interest in expanding their business in certain of our markets.  For example, clothing retailers Forever 21 and H&M have both announced plans to expand their presence in Chile and Peru.  To the extent any of the foregoing measures implemented, our market share in the affected countries may decline, which could adversely affect our results.

 

We face strong competition from international and domestic operators of supermarkets, home improvement stores, department stores and shopping centers, including Carrefour, Walmart, Falabella and Casino, and providers of financial services, and it is possible that in the future other large international retailers or financial services providers may enter the markets in which we compete, either through joint ventures or directly. Some of our competitors have significantly greater financial resources than we do and could use these resources to take steps that could have a material and adverse effect on us. We also compete with numerous local and regional supermarket and retail store chains, as well as with small,

 

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family-owned neighborhood stores, informal markets, and street vendors. See “Item 4. Information on the Company—B. Business Overview—Competition” and “—Industry Overview and Competition.”

 

Increasing competition may cause us to lower our prices, increase expenditures and take other actions that could have a material adverse effect on us or compel us to reduce our planned growth, acquisitions and capital expenditures. As other retailers expand their operations in Chile, Argentina, Brazil, Peru and Colombia, and other international retailers enter these markets, competition will continue to intensify. We are unable to respond effectively to competitive pressures and changes in the retail markets, our market share may deteriorate, which could have a material adverse effect on us.

 

Our traditional retail stores, supermarkets and shopping centers face increasing competition from internet sales which may negatively affect sales of traditional channels.

 

In recent years, retail sales of food, clothing and home improvement products over the internet have increased significantly in each of the countries in which we operate, and we expect this trend to continue as more traditional retailers enter into the online retail field or expand their existing infrastructure therein.  For example, Amazon recently announced that it would focus more resources on its business in certain of our markets.  Growth in the internet retail business of our competitors would harm not only our retail operations but also our internet retail operations. Internet retailers are able to sell directly to consumers, diminishing the importance of traditional distribution channels such as supermarkets and retail stores. Certain internet food retailers have significantly lower operating costs than traditional hypermarkets and supermarkets because they do not rely on an expensive network of retail points of sale or a large sales force. As a result, such internet food retailers are able to offer their products at lower costs than we do and in certain cases are able to bypass retailing intermediaries and deliver particularly high-quality, fresh products to consumers. We believe that our consumers are increasingly using the internet to shop electronically for food and other retail goods, and that this trend is likely to continue. If internet sales continue to grow, consumers’ reliance on traditional distribution channels such as our supermarkets, home improvement stores, department stores and shopping centers could be materially diminished, which could have a material adverse effect on us.

 

Our markets are undergoing rapid consolidation.

 

Over the last several years, the food, department store and home improvement retail sectors in Chile, Argentina, Brazil, Peru and Colombia have been undergoing consolidation as large retail chains have gained market share at the expense of small, independently owned and operated stores, and large local and international supermarket chains have consolidated. We believe that further consolidation will likely occur in all of these markets as competition intensifies and economies of scale become increasingly important. Some of our competitors are larger and better capitalized than we are and as a result are likely to be better positioned to take advantage of strategic acquisition opportunities. We cannot assure you that such market consolidation will not occur to the material detriment of our market position or that such developments will not have a material adverse effect on us.

 

Antitrust laws in Chile, Argentina, Brazil, Peru or Colombia could limit our ability to expand our business through acquisitions or joint ventures.

 

Chilean, Argentine, Brazilian, and Colombian antitrust laws contain provisions that require authorization by the antitrust authorities in those countries for the acquisition of, or entering into joint venture agreements with, companies with a relevant market share. Such authorizations have been denied in some cases involving the industries in which we operate. Peru does not currently apply such controls, but we cannot assure you that it will not impose them in the future.

 

Currently, Cencosud is restricted from acquiring any supermarkets in Chile, as a consequence of a settlement it reached in 2008 with the antitrust authorities. As part of the settlement, Cencosud needs prior authorization from the Chilean Antitrust Court before engaging in any supermarket acquisition. This restriction can only be lifted by means of a consultation before the Chilean Antitrust Court.

 

Moreover, on December 14, 2011, the Chilean antitrust authority (Fiscalía Nacional Económica, or “FNE”) announced an investigation into anti-competitive practices in the food retail industry including several local operators such as Cencosud. In connection with this investigation, on January 6, 2016, the FNE presented a suit against Cencosud, Walmart Chile and SMU (holding company of Unimarc supermarkets), accusing them of colluding in order not to sell poultry products below a certain price.

 

Cencosud believes that it has complied with all applicable regulations in conducting its business will defend itself in court and expects to prove that it has not colluded with other supermarket operators to control prices, however we cannot guarantee such an outcome.

 

While the suit may result in the imposition of fines on the parties being investigated, including Cencosud, Cencosud does not believe that such fines, if any, would have a material adverse effect on its results of operations. Potential fines in this case could be up to 30,000 UTA (approximately U.S.$23 million at the time of the suit filing). However, we cannot assure you that this investigation, or future investigations, will not result in a material adverse effect on us, including financial and reputational harm.

 

We may not be able to generate or obtain the capital we need for further expansion.

 

We expect to continue to have substantial liquidity and capital resource requirements to finance our business. We intend to rely upon internally generated cash from our operations and, if necessary, the proceeds of debt and/or equity offerings in the domestic and international capital markets and bank debt. We cannot assure you, however, that we will be able to generate sufficient cash flows from operations or obtain sufficient funds from external sources to fund our capital expenditure requirements.

 

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Our future ability to access financial markets in sufficient amounts and at acceptable costs and terms to finance our operations, fund our proposed capital expenditures and pay dividends will depend to a large degree on prevailing capital and financial market conditions over which we have no control, and accordingly we cannot assure you that we will be able to do so. Our failure to generate sufficient cash flows from operations or to be able to obtain third-party financing could cause us to delay or abandon some or all of our planned expansion, including capital expenditures, which, in turn, could have a material adverse effect on us.

 

Our operating income is sensitive to conditions that affect the cost of the products we sell in our stores.

 

Our business is characterized by relatively high inventory turnover with relatively low profit margins. We make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our profit levels may be materially affected during periods of decreasing prices. In addition, our business could be materially and adversely affected by other factors, including inventory control, competitive price pressures, severe weather conditions and unexpected increases in fuel or other transportation related costs which increase the cost of the products we sell in our stores. If we are unable to pass along these cost increases to our customers, our profit margin will decrease resulting in a material adverse effect on us.

 

Our retail results are highly seasonal and therefore any circumstance that negatively impacts our retail business during our seasons of high demand may materially and adversely affect us.

 

We have historically experienced seasonality in our retail sales in Chile, Argentina, Brazil, Peru and Colombia, principally due to stronger sales during the Christmas and New Year holiday season and during the beginning of each school year in March, and reduced sales during the months of January and February due to the summer holidays. For example, in 2014, 2015 and 2016, 28.0%, 27.7% and 27.6% of our consolidated revenues were generated during the fourth quarter, respectively. Any economic slowdown, interruption to our business or to the business of our suppliers, or the occurrence of any other circumstance that may impact our business during the first or last quarter of any fiscal year may therefore have a material adverse effect on us.

 

In addition, in preparation for our seasons of high demand, we must increase inventory to levels substantially higher than those maintained during the rest of the year, and hire temporary staff for our stores. Any unforeseen reduction in demand, mistake in our demand forecasts or product selection, or delay by our suppliers in meeting our demand during these seasons could force us to sell inventory at significantly lower prices, which would also materially and adversely affect us.

 

The clothing retail industry is negatively affected by decreases in the purchasing power of middle- and low-income consumers resulting from unfavorable economic cycles.

 

The success of our department stores operations depends largely on factors relating to the stability or increase of consumer spending, especially by members of middle- and low-income socioeconomic groups. Historically, the purchasing power of such groups has been significantly correlated with factors that affect income, such as interest rates, inflation, availability of consumer credit, taxation, employment levels, consumer confidence and salary levels. Therefore, in times of economic downturns, the purchasing power of such groups decreases as their income decreases. In addition, our middle- and low-income customers are likely to consider clothing purchases superfluous during periods of reduced income which would most likely lead to a decrease in demand for our clothing products from this group. Such a decrease in the demand of our middle- and low-income customers coupled with a general decrease in their purchasing power could materially and adversely affect us.

 

Changes in suppliers’ allowances and promotional incentives could impact profitability and have a material adverse effect on us.

 

We receive from our suppliers rebates, allowances and promotional incentives that reduce our cost of inventories and related costs of goods sold, improving our gross margins. For example, commercial allowances from suppliers include fees from suppliers for the sale of their products in our stores, supplier rebates and bonuses, supplier promotional allowances and fees, and fees from publicity activities carried out for third parties using our proprietary customer information. For the year ended December 31, 2016, supplier allowances and promotional incentives amounted to 16.4% of costs in our supermarket division, 9.5% of costs in our home improvement division and 6.0% of costs for our department store division. For the year ended December 31, 2016, the amount of these allowances and promotional incentives amounted to Ch$1,237,454 million and were recorded as a reduction to inventory costs and related costs of sales. We cannot assure you that we will be able to obtain a similar level of such fees, rebates, bonuses or allowances in the future. Should any of our key suppliers reduce or otherwise eliminate these arrangements, our profit margin for the affected products could be impacted, which could in turn have a material adverse effect on us.

 

Our current strategy may not have the expected results on our profitability.

 

Our strategy aims to provide our customers with a superior shopping experience, delivering a greater variety of quality products and services than our competitors. This strategy is based on savings achieved through operational efficiencies that are transferable to the customer. We couple this strategy with a focus on expanding our position both in Chile and other markets in Latin America that we believe offer attractive prospects for growth. The long-term success of our strategy is subject to significant risks, including failure to generate the expected number of additional sales volume and to reduce selling and administrative expenses; price reductions by competitors; difficulties in obtaining additional vendor allowances from suppliers in the expected amounts and necessary timeframe; difficulties in expanding operations due to adverse economic scenarios; difficulties in finding employees and delays in implementing our strategy. Any one of these factors could have a material adverse effect on us.

 

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We are subject to risks affecting shopping centers that may materially and adversely affect us.

 

Our operation of our shopping centers (which lease spaces to third parties) is subject to various factors that affect their development, administration and profitability. These factors include the accessibility and the attractiveness of the area where the shopping center is located and of the shopping center itself; the flow of people and the level of sales of each shopping center rental unit; oversupply of retail space or a reduction in demand for retail space which could result in lower rent prices and lower revenues; increases in competition from other shopping centers which drive down our prices and profits; our inability to collect rents due to bankruptcy, insolvency of tenants or otherwise; the ability of our tenants to provide adequate maintenance and insurance; and fluctuations in occupancy levels in our shopping centers.

 

Many of our hypermarket, supermarket, department stores and home improvement stores are located in shopping centers, and as a result a substantial portion of our revenues is sensitive to factors affecting these and other shopping centers. Also, an economic downturn in the countries or regions in which our shopping centers are located could lead to the bankruptcy of our tenants and a reduction in our shopping center sales due to a decrease in disposable income, which could have a material adverse effect on us.

 

We are subject to risks that changing shopping trends that could materially and adversely affect us.

 

In developed markets consumers have begun to express a preference for small-box stores shunning away from traditional big-box outlets. This trend in markets such as the U.S. and the U.K. has been more evident in fresh, on-the-go foods and the grocery channel. As a consequence retailers in these markets such as Walmart, Tesco and Target have responded by turning to small-box stores as drivers for growth, as a means to target a more urban consumer and as an engine for revenue expansion. This has led to the rolling out of new formats such as Walmart Express, Tesco Express and Fresh and Easy Express in formats of 1,400 square meters distancing themselves from the traditional big-box 10,000 square meters outlets. As our markets have become more saturated and developed, we have noted the beginning of a similar trend in certain of the countries in which we operate.

 

We are currently undertaking a strategy that includes all types of formats in order to cater to a wide range of consumers. If such trend favoring small-box stores were to materialize in the markets in which we operate, it could materially and adversely affect our results of operations and financial condition.

 

Our development activities depend on finding attractive real estate locations at reasonable prices.

 

An important part of our growth strategy rests on our ability to develop and open new stores. We face intense competition from both other retail operators and also real estate developers for new sites for our stores. Accordingly, we may be unable to find attractive real estate locations at reasonable prices to sustain our growth, which could have a material adverse effect on us.

 

We are subject to risks associated with development and construction activities.

 

The development, renovation and construction of our hypermarkets, supermarkets, department stores, home improvement stores and shopping centers involve certain risks such as failure to correctly anticipate construction costs, lower than anticipated occupancy rates and rents at newly completed projects, failure to obtain financing on favorable terms, delays in construction and lease-up, and failure to obtain necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.

 

Our development activities depend on our ability to obtain and maintain zoning, environmental, land-use and other governmental approvals which we may not be able to get.

 

Our activities are subject to national, federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use of the soil, environmental protection and historical heritage, consumer protection and other requirements in Chile, Argentina, Brazil, Peru and Colombia, all of which affect our ability to acquire land, develop and build projects and negotiate with customers. In the case of non-compliance with such laws, regulations, licenses and authorizations, we may face fines, project shutdowns, cancellation of licenses and revocation of authorizations.

 

In addition, the regulation of matters relating to the protection of the environment is not as well developed in Argentina, Brazil, Chile, Peru and Colombia as in the United States and certain other countries. Accordingly, we anticipate that additional laws and regulations should be enacted over time in these countries with respect to environmental matters. If public authorities issue new and stricter standards, or enforce or interpret existing laws and regulations in a more restrictive manner, we may be forced to make expenditures to comply with such new rules.

 

Our credit card and banking operations expose us to increased credit and financial risks which may have a material adverse effect on us.

 

Although not a part of our core business, our credit card and consumer finance operations in Chile, Argentina, Peru, Colombia and Brazil are a growing segment of our business. We currently bear all of the credit risk associated with our credit cards in Argentina and Peru. In Brazil, where we operate our credit card through a joint venture with Brazil’s Banco Bradesco, we bear 50% of the credit risk associated with our cards, including defaults in payment and losses with Banco Bradesco bearing the remaining risk. In Colombia we are currently engaged in a joint venture with Colombia´s Banco Colpatria through which we bear 50% of the credit risk associated with issued credit cards. In Chile we are currently engaged in a joint venture with Scotiabank through which we bear 49% of the credit risk associated with issued credit cards. Results of our financial business in Chile, Brazil and Colombia for the years ended December 31, 2016, 2015 and 2014 were included in the Financial Services segment. See “Item 4. Information on the Company—B. Business Overview—Financial Services—Brazil” for additional details related to our joint venture with Banco Bradesco and Banco Colpatria.

 

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Our credit card and consumer finance business can be materially and adversely affected by delinquency on credit card accounts, defaults in payments by credit card holders, extensive judicial processes enforcing the collection of payments, doubtful accounts or losses on receivables. Furthermore, the actual rates of delinquency, collection proceedings and losses on receivables may vary and be affected by numerous factors, which among others include:

 

·                   adverse changes in regional economies;

·                   acceptance of applicants with poor credit records;

·                   inability to predict future charge-offs;

·                   changes in credit card use;

·                   political instability;

·                   increase of unemployment; and

·                   loss of value of actual salaries.

 

These and other factors may have a negative effect on present rates of delinquency, collection proceedings and losses, any one or more of which could have a material adverse effect on us. In particular, our credit card business has grown significantly in recent years and in connection with such growth, our past due credit card receivables have also grown. We cannot assure you that our present rates of delinquency will not increase, and if they do, that it would not have a material adverse effect on us.

 

Further, to boost our retail volume sales, one of our business goals is to promote greater use of our credit cards and other financing activities in Chile, Argentina, Peru, Colombia and Brazil. As a result, our exposure to the credit risk of our cardholders and banking customers is likely to increase in the near future. We cannot assure you that any expansion of our credit card operations (including the assumption of account approval and credit risk by us) or our other lending operations, such as the cash advances and consumer loans we offer to our credit card customers, will not result in an impairment of the credit portfolio of our credit card and banking business in Chile, Argentina, Peru, Colombia and Brazil. Any such impairment would have a material adverse effect on us. See “Item 4. Information on the Company—B. Business Overview—Financial Services” for additional details related to our credit card and consumer loan operations.

 

Our credit card and banking activities depend on our ability to comply with current or future government regulations, as well as our ability to obtain and maintain governmental approvals.

 

Our credit card and banking operations are subject to substantial regulation. We must comply with national, state and municipal laws, and with regulations, authorizations and licenses required with respect to credit card and banking activities. We invest financial and managerial resources to comply with these laws and related permit requirements.

 

Our failure to comply with credit card and banking laws and related permit requirements could subject us to investigations, enforcement actions, fines or penalties. For example, on April 24, 2013, the Supreme Court of Chile ruled on the class action suit filed by the Servicio Nacional del Consumidor (the National Consumer Service, or “SERNAC”), a Chilean government entity, against our former subsidiary Cencosud Administradora de Tarjetas S.A. (“CAT”), ordering CAT to reimburse certain cardholders for excess monthly maintenance fees charged since 2006 plus adjustments for inflation and interest. We have made all such required payments during 2013 through 2015, and have no further liability in connection with this matter following our disposition of CAT in 2015.

 

More recently, SERNAC initiated a voluntary collective mediation process in connection with CAT regarding an alleged change in credit card commissions’ policies, to which we have been invited.  We believe we have been in compliance with all legal requirements and all contract terms, are actively collaborating in the process to ensure our customers are not affected, and do not expect any material impact from this mediation process.

 

Moreover, if applicable laws and regulations, or the interpretation or enforcement thereof, become more stringent in the future, our capital or operating costs could increase beyond what we currently anticipate, and the process of obtaining or renewing licenses for our activities could be hindered or even opposed by the competent authorities. We cannot assure you that regulators will not impose more restrictive limitations on the activities of our credit card or bank operations in the future than those currently in effect. Any such change could have a material adverse effect on us.

 

Our food retail business sources fresh products from local producers and certain stores rely heavily on sales of perishable products. Climate changes and product supply disruptions may affect local producers’ ability to provide and our ability to sell such products, which may have a material adverse effect on us.

 

There are indicators of a current climate change happening worldwide. Changes in temperatures and precipitation patterns may negatively affect the capacity of certain regions to produce fresh products such as fresh fruits and vegetables and dairy products.

 

We have a significant focus on perishable products. Sales of perishable products accounted for approximately 37.9%, 38.4% and 35.8% of our total sales in 2016, 2015 and 2014, respectively. As we source part of our fresh products from local producers, such changes in climate could impair or limit our ability to source such products, thus affecting our capacity to offer the full assortment of products that we normally carry. Any such disruption could have a material adverse effect on us.

 

We rely on various suppliers and vendors to provide and deliver our product inventory on a continuous basis. We could suffer significant perishable product inventory losses in the event of the loss of a major supplier or vendor, disruption of our distribution network, extended power outages, natural disasters or other catastrophic occurrences. For example, recent reports of tainted Brazilian beef have affected the global beef supply

 

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chain, and eroded customer confidence in the product in Brazil and our other markets which import beef from Brazil, like Chile.  As more countries suspend beef imports from Brazil, the global price for available beef is expected to rise, which, coupled with consumer perception after the scandal, could adversely affect our sales in Brazil and Chile. We have implemented certain systems to ensure our ordering is in line with demand. We cannot assure you, however, that our ordering systems will always work efficiently, in particular in connection with the opening of new stores, which have no, or a limited, ordering history. If we were to over-order, we could suffer inventory losses, which could have a material adverse effect on us.

 

We are dependent on key personnel.

 

Our and our subsidiaries’ development, operation and growth have depended significantly upon the efforts and experience of our board of directors and our senior management. If for any reason, including retirement, the services of such persons, were to become unavailable and we fail to find and retain an adequate replacement for such persons on a timely basis, there could be a material adverse effect on our operations.

 

Certain of our debt instruments impose significant operating and financial restrictions and in the event of a default, all of our borrowings could become immediately due and payable.

 

The terms of our financial indebtedness impose, and the terms of our future financial indebtedness may impose, significant operating and other restrictions on us and many of our subsidiaries. The agreements governing our credit facilities and corporate bond issuances contain restrictive covenants and a requirement that we comply with a number of financial “maintenance” covenants, including ratios of total debt to equity, total liabilities to net worth and net financial debt to equity, as well as minimum levels of total assets and unencumbered assets. Our ability to comply with these ratios may be affected by events beyond our control. These restrictions and financial ratios could limit our ability to plan for or react to market conditions, otherwise restrict our activities or business plans and could have a material adverse effect on us, including our ability to finance ongoing operations or strategic investments or to engage in other business activities.

 

A significant portion of our financial indebtedness is also subject to cross default provisions. Our breach of any of these restrictive covenants or our inability to comply with the financial maintenance ratios would result in a default under other applicable debt instruments. If any such default occurs, the lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. If we are unable to repay outstanding borrowings when due, the lenders will have the right to exercise their rights and remedies against us, and we cannot assure you that our assets would be sufficient to repay in full our obligations. Our inability to repay our obligations could have a material adverse effect on us.

 

A downgrade in our credit rating could materially and adversely affect our obligations under existing credit support commitments and credit facilities.

 

We have entered into thirteen credit support agreements in connection with derivative transactions with different international and local financial intuitions. Each credit support agreement provides collateral obligations between swap counterparties to mitigate the existing credit risk inherent to operation. If a credit downgrade event occurs, it could result in our having to post additional collateral in connection with a “Margin Call” and us having to pay cash or any other eligible collateral to cover the incurred liabilities at a given valuation date. As of December 31, 2016, notional amounts in cross currency swaps with different counterparties stood at approximately U.S.$2.5 billion.

 

In addition certain of our bank loans contain a “rating grid” structure. Under such grids, costs of our credit facilities could be adjusted depending on our rating. If a credit rating downgrade occurs, there could be an increase in our debt service costs.

 

A downgrade in our credit rating could negatively impact our cost of and ability to access capital.

 

Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs, or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. Factors such as liquidity, asset quality, cost structure, product mix, and others are also considered by the rating agencies. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

 

We have a significant amount of financial indebtedness outstanding with instruments maturing every year

 

As part of our financial strategy we fund our assets with a combination of both equity and debt. Our portfolio of financial indebtedness has maturities and amortizations applicable every year. As we devote a significant portion of our free cash flow to finance interest payments and make dividend payments, we are required to refinance these obligations and therefore we face refinancing risk, especially in times of liquidity restrictions in the financial markets.

 

Furthermore, our major market for funding is Chile, including both the debt capital market and the local banks. As we are among the largest corporations in Chile and among the largest local issuers, we have become one of the largest investments (in terms of equity and debt holdings) in the local institutional investors’ portfolio, limiting our ability for further issuances in the local market. Likewise, some local banks in Chile have large loan exposure to Cencosud, and have reached the legal limits of maximum exposure to us, limiting our ability to secure future funding from them in the future.

 

Although we believe we have a sound financial strategy and we have structured our maturities and amortizations in a way that reduces the refinancing needs in a single year we cannot assure you that we will be able to obtain funding in the future to fulfill our financial obligations. If we

 

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are unable to obtain such funding, we will need to reduce our capital expenditures to devote a larger portion of our free cash flow to serve our financial obligations, thus reducing our growth prospects, and possibly face a potential event of default with respect to our financial obligations.

 

If any such default occurs, the lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. If we are unable to repay outstanding borrowings when due, the lenders will have the right to exercise their rights and remedies against us, and we cannot assure you that our assets would be sufficient to repay in full our obligations. Our inability to repay our obligations could have a material adverse effect on us.

 

We are subject to risks associated with real estate investments.

 

Our real estate investments are subject to risks common to commercial and residential properties in general, many of which are not within our control. For example, the yields available from equity investments in real estate depend on the level of sales or rental income generated and expenses incurred. In addition, our ability to generate sufficient income from our properties to service our debt and cover other expenses may be materially and adversely affected by the following factors, among others, some of which we cannot control:

 

·                            downturns in a national, regional and local economic climate;

·                            changes in interest rates and availability of financing;

·                            civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses;

·                            changes in our ability or our tenants’ ability to provide for adequate maintenance and insurance, possibly decreasing the useful life of and revenue from property;

·                            law reforms and governmental regulations (such as those governing usage, zoning and real property taxes);

·                            oversupply of retail space or a reduction in demand for retail space, which could result in lower rent prices and lower revenues for us;

·                            increased competition from other real estate operators which might drive down our prices and profits;

·                            increased operating costs due to inflation and other factors such as insurance expense, utilities, real estate taxes, state and local taxes and heightened security and cleaning costs;

·                            the inability to collect rents due to bankruptcy or insolvency of tenants or otherwise;

·                            the need to periodically renovate, repair and release space, and the higher costs thereof;

·                            the inability to revise the commercial terms of our lease agreements to reflect high inflation or exchange rates fluctuations in markets where our leases are based on local nominal currency or in foreign currency;

·                            bankruptcy of tenants and reduction in shopping center sales due to lower disposable income;

·                            exercise by our tenants of their legal right to terminate their leases early; and

·                            the inability to find new tenants as leases on our properties expire or terminate early.

 

The occurrence of any combination of the factors listed above could significantly decrease the income we receive from our real estate investments, which in turn could have a material adverse effect on us.

 

Eviction proceedings in Chile, Argentina, Colombia and Peru are difficult and time consuming, and as a result we may not be able to evict defaulting tenants from our shopping centers.

 

In our shopping center business, we hold several commercial leases with third party lessees. Although Chilean, Argentine and Peruvian laws allow a summary proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in these countries are difficult and time-consuming. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction, as the heavy workload of the courts and the numerous procedural steps required have generally delayed landlords’ efforts, including ours, to evict tenants. Historically, delinquency regarding our office rental space has been low, and we have usually attempted to negotiate the termination of lease agreements with defaulting tenants after the first few months of non-payment in order to avoid legal proceedings.

 

We cannot assure you, however, that delinquency rates in the future will not increase significantly, or that our negotiations with tenants will prove to be as successful as they have been in the past, which could have a material adverse effect on us.

 

Any disruption in the operations of our distribution centers may have a material adverse effect on us.

 

A substantial part of the products we sell in our stores are distributed through our distribution centers. Should any of these distribution centers experience an interruption in operations, we may not be able to effectively distribute the products we sell, which may have a material adverse effect on us.

 

Additionally, our growth strategy contemplates the opening of new stores in the countries where we operate, which may require an increase in the capacity of our distribution centers, the reorganization of our existing distribution centers or the establishment of new distribution centers. Should we fail to locate adequate properties on which to build new distribution centers, or fail to effectively integrate new, or expand existing, distribution centers, we may not be able to deliver inventory to our stores in a timely manner, which may have a material adverse effect on us.

 

An increase in export or import duties and controls may have a material adverse effect on us.

 

Our future success depends on our ability to select and purchase quality merchandise at attractive prices. While we have historically been able to locate and purchase quality merchandise at good prices, such merchandise may become subject to higher import taxes than currently apply.

 

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In addition, foreign trade policies, tariffs and other impositions and requirements on imported goods, which may depend on the product’s place of origin or on the product’s nature and specifications, as well as other factors relating to the foreign trade of the countries in which we operate are beyond our control and could result in difficulties in obtaining quality, low-cost merchandise from these countries and consequently could have a material adverse effect on us.

 

Labor relations may have a material adverse effect on us.

 

As of December 31, 2016, approximately 43.2% of our retail store employees were represented by unions under several collective bargaining agreements. Although we currently enjoy good relations with our employees and their unions, we have experienced labor strikes in the past and we cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not have a material adverse effect on us. See “Item 4. Information on the Company—B. Business Overview” and “Item 6.Directors, Senior Management and Employees—D. Employees.”

 

We could be harmed by a failure or interruption of our information technology or administrative systems.

 

We rely on our information technology and administrative systems to effectively manage our business data, communications, supply chain, pricing, order entry and fulfillment and other business processes. We use different world-class IT platforms in our retail and financial services segments in all countries in which we operate. Even advanced technology systems, however, are subject to defects, interruptions and breakdowns. The failure of our information technology or administrative systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies and the loss of sales and customers, which in turn could result in decreased revenue, increased overhead costs and excess or out-of-stock inventory levels resulting in a material adverse effect on us.

 

In addition, our information technology and administrative systems may be vulnerable to damage or interruption from circumstances beyond our control, including fires, natural disasters, systems failures, viruses and security breaches, including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data. Any such damage or interruption could have a material adverse effect on us, including as a result of our facing significant fines, customer notice obligations or costly litigation, harming our reputation with our customers or requiring us to expend significant time and expense developing, maintaining or upgrading our information technology or administrative systems, or preventing us from paying our suppliers or employees, receiving payments from our customers or performing other information technology or administrative services on a timely basis.

 

Although all of our distribution centers have a backup network link, uninterruptible power supply and emergency power systems, we cannot guarantee that our current backup systems and procedures will operate satisfactorily in the event of a regional emergency. Any substantial failure of our back-up systems to respond effectively or on a timely basis could have a material and adverse effect on us.

 

If we experience a data security breach and confidential customer information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on us.

 

We and our customers could suffer harm if customer information were accessed by third parties due to a security failure in our systems. The collection of data and processing of transactions require us to receive and store a large amount of personally identifiable data. This type of data is subject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting U.S. state and federal legislative proposals addressing data privacy and security. If similar proposals are adopted in the countries in which we operate, we may be subject to more extensive requirements to protect the customer information that we process in connection with the purchases of our products.

 

In April 2014, we experienced a security breach whereby several company websites in Chile were attacked by an organized group of hackers. As a consequence of this most of the sites were taken offline. We experienced data breaches at two websites whereby access to our server was obtained, but with low impact and no client information was obtained. We have since made arrangements to remediate security weaknesses in our websites, including through testing security for our websites by a third party, strengthening security protocols and procedures providing relevant technical training to IT administrators, increasing periodic testing by third party specialized teams and engaging real-time monitoring security services for our critical websites in order to remain alert to any malicious activity. However, these events, as well as future security breaches, may diminish customers’ trust in us and harm our reputation, and expose us to potential liabilities.

 

We may become exposed to potential liabilities with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could have a material adverse effect on our business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating to such developments.

 

Natural disasters could disrupt our business and affect our results of operations. In particular, Chile, Argentina, Peru and Colombia are located in a seismically active region.

 

We are exposed to natural disasters in the countries where we operate such as earthquakes, volcanic eruptions, floods, tropical storms and hurricanes. In the event of a natural disaster, our disaster recovery plans may prove to be ineffective, which could have a material adverse effect on our ability to conduct our business, particularly if such an occurrence affects computer-based data processing, transmission, storage and retrieval systems or destroys customer or other data. In addition, if a significant number of our employees and senior managers were unavailable because of a

 

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natural disaster, our ability to conduct our business could be compromised. Natural disasters or similar events could also result in substantial volatility in our results for any fiscal quarter or year.

 

Peru in particular is exposed to recurring flooding and mudslides resulting from the heavy rain attributable to the El Niño phenomenon.  The first quarter of 2017 had Peru witness unusually heavy rains not seen in almost 20 years, causing damage to the country’s infrastructure, caused shortages in food and water, and the deployment of armed forces to maintain order.  While the economic impact of this disaster has not yet been quantified, we expect that it will negatively affect economic growth in Peru and our results from our Peruvian operations.

 

Chile, Argentina, Peru and Colombia are prone to earthquakes due to their location in the proximity of several major fault lines. A major earthquake, like the one that struck Chile in 2010 and 2015, could have significant negative consequences for our operations and for the general infrastructure in Chile or any of the other countries that were abovementioned, such as roads, rail and access to goods. Even though we maintain insurance policies standard for this industry with earthquake coverage, we cannot assure you that a future seismic event will not have a material adverse effect on us.

 

Economic and social unrest in the countries where we operate and government measures to address them may adversely affect the regional economy and thereby have a material adverse effect on us.

 

Despite the economic recovery and relative stabilization since the early 2000’s, social and political tensions and high levels of poverty and unemployment continue throughout Latin America. For example, wide scale protests throughout Brazil have called for the impeachment of President Dilma Rousseff following ongoing investigations into allegations of corruption in state-controlled enterprises, which finally ended with the removal of the president from his position by the Senate in September 1, 2016. The unstable political scenario may have contributed to the decline of the confidence of investors and the public in general, resulting in the current recession. If growth were to slow in the countries in which we operate, this could result in heightened political tension and protests, similar to the recent Agricultural strikes in Colombia and civil unrest in Brazil and Argentina. If these situations were to become widespread and government measures to reduce inequality failed, they could have an adverse effect on our business.

 

Development of our internet sales capabilities is subject to technology and other risks.

 

We are currently in the process of making significant enhancements to our internet sales capabilities, with the goal of solidifying internet sales as part of our business. However, we face competition from existing internet retailers, many of whom have more experience in distributing through the internet. Furthermore, we may experience system interruptions and delays that make our websites and services unavailable or slow to respond and prevent us from efficiently fulfilling orders, which may reduce our sales and the attractiveness of our products. The cost of upgrading our systems and network infrastructure, and taking any other steps to improve the efficiency of our internet retailing systems, may be substantial, and such initiatives may divert the time and attention of management.

 

Our computer and communications systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failures, earthquakes, acts of war or terrorism, acts of God, computer viruses, physical or electronic break-ins, and similar events or disruptions. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent us from accepting and fulfilling customer orders, which could make our product offerings less attractive and subject us to liability. Any of these events could damage our reputation, and accordingly, may have an adverse effect on our sales and results of operations.

 

Chile’s tax reform, approved in September 2014, introduced changes that come into effect in the following years that may increase our operating and compliance costs.

 

The corporate tax rate in Chile has been increasing gradually in the years following the tax reform. The rate will be 25.5% for 2017 and 27% for 2018. The effects of this tax reform may increase our operating and compliance costs, which could negatively affect our financial results and our ability to grow our business. The Tax Reform Act was amended in February, 2016, but the key changes and impact of the reform remained.

 

Currency devaluations and foreign exchange fluctuations had and may have a material adverse effect on us.

 

The Chilean peso, Argentine Peso, Brazilian Real and Colombian Peso has been subject to large devaluations and appreciations in the past and could be subject to significant fluctuations in the future. The main driver of exchange rate volatility in the past years was the significant devaluations in other Latin American countries, as well as general uncertainty and trade imbalances in the global markets. More recently, the primary driver of exchange rate volatility has been the substantial depreciation of Latin American currencies, including the Chilean peso, Argentine Peso, Brazilian Real and Colombian peso against the U.S. dollar. The value of the Chilean peso against the U.S. dollar may continue to fluctuate significantly in the future, as can be the same case for Brazilian Real and Colombian Peso. See “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls” and “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.”

 

Historically, a significant portion of our indebtedness has been denominated in U.S. dollars, while a substantial part of our revenues and operating expenses has been denominated in Chilean pesos. In addition in February 2015 the company accessed the international debt markets through a dual-tranche bond issuance. This new issuance significantly increased Cencosud´s exposure to the U.S. dollar. If the Chilean peso’s value declines against the dollar, we will need more Chilean pesos to repay the same amount of dollar-denominated debt. As a result, fluctuations in the Chilean peso to U.S. dollar exchange rate may affect us. As of December 31, 2016, after cross currency swaps and forward exchange agreements that fully hedge against the variation between the Chilean peso and the U.S. dollar, 17% of our net financial debt (bank borrowings and bonds) was denominated in U.S. dollars. The remainder of our interest-bearing debt is primarily UF- or Chilean peso-denominated and therefore not subject to

 

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exchange rate risk. Our hedging policy against foreign exchange fluctuations is disclosed in “Item 11. Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Risk.” We cannot assure you that our hedging policies will avoid future losses related to exchange rate variations.

 

Any significant currency devaluation or foreign exchange fluctuation in the future may adversely affect the performance of the Chilean economy and have a material adverse effect on us.

 

Significant developments stemming from the recent U.S. presidential election could have a material adverse effect on us.

 

On November 8, 2016, Mr. Donald J. Trump was elected the president of the United States, and he took office on January 20, 2017. As a candidate, President-Elect Trump espoused antipathy towards existing and proposed trade agreements, greater restrictions on free trade generally and significant increases on tariffs on goods imported into the United States. Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the countries where we currently operate could adversely affect economic growth in these countries, and accordingly may have an adverse effect on our business.

 

Risks Related to Chile

 

Our growth and profitability depend on the level of economic activity in Chile and other markets.

 

42.0%, 37.6% and 36.3% of our revenues from ordinary activities in the years ended December 31, 2016, 2015 and 2014, respectively, were derived from revenues in Chile. Accordingly, our results of operations and financial condition are dependent to a significant extent on the level of economic activity in Chile. The Chilean economy has been influenced, to varying degrees, by economic conditions in other emerging market countries. We cannot assure you that the Chilean economy will continue to grow in the future or that future developments in or affecting the Chilean economy, including further consequences of economic difficulties in Brazil, Argentina and other emerging markets, will not have a material adverse effect on us.

 

In difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of some of our products, electing to use fewer higher-margin services or obtaining products and services under lower-cost programs offered by competitors. If any of these events were to occur, it could have a material adverse effect on us.

 

In spite of the recent growth of the Chilean economy, we cannot assure you that Chile’s economy will continue to grow in the future, nor can we assure you that future developments in or affecting the Chilean economy will not impair our ability to proceed with our business plan or have a material adverse effect on us.

 

Economic and political problems encountered by other countries may adversely affect the Chilean economy, and, as a result, our business and results of operations and the market value of our securities.

 

The prices of securities issued by Chilean companies are to varying degrees influenced by economic and market considerations in other countries. We cannot assure you that future developments in or affecting the Chilean economy, including consequences of economic difficulties in other markets, will not have a material adverse effect on us.

 

We are also directly exposed to risks related to the weakness and volatility of the economic and political situation in Asia, the United States, Europe, Brazil, Argentina and other nations. If these nations’ economic conditions deteriorate, the economy in Chile, as either a neighboring country or a trading partner, could also be affected and could experience slower growth than in recent years with possible adverse impact on our customers and suppliers. The crises and political uncertainties in other Latin American countries could also have an adverse effect on the Chilean economy, and, as a result, our results of operations and the market value of our securities.

 

Chile is currently involved in litigation at the international court at The Hague with its neighboring country Bolivia over its current borders and water rights of the Silala River. We cannot assure you that crisis and political uncertainty in other Latin American countries will not have a material adverse effect on the Chilean economy, and, as a result, our results of operations and the market value of our securities.

 

The Chilean supermarket and department store industries show signs of saturation which could impair our ability to grow profitably in Chile.

 

We believe that in Santiago, the Chilean supermarket industry shows certain signs of saturation. As a result newly opened stores cannibalize the sales of existing stores to some extent. Our growth prospects in the Chilean food retailing sector are likely to depend to a large extent on future growth in Chilean GDP, and we cannot assure you that either will in fact occur. As a result, we cannot assure you that in the future we will be able to achieve real growth in same-store sales in Chile. We believe that the Chilean department store industry has also shown signs of saturation as a result of a very aggressive expansion in past years by the industry’s main participants.

 

In addition, good locations are increasingly difficult to find, particularly for our big-box stores. Most major retailers have locked up key mall properties and control large land banks, and as a result we have faced difficulties in finding acceptable sites because we are more likely to open mid- to large-size supermarkets. We may be vulnerable to the expansion by “small box” supermarkets, such as convenience stores, who may more readily find suitable properties

 

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Inflation and government measures to curb inflation may adversely affect the Chilean economy and have a material adverse effect on us.

 

Chile has experienced high levels of inflation in the past when compared to the country´s Central Bank inflationary target, including increases in the Chilean consumer price index of inflation of 4.6% in 2014, inflation of 4.4% in 2015 and inflation of 2.7% in 2016 according to the National Institute of Statistics of Chile.

 

The measures taken by the Chilean Central Bank to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in Chile and to heightened volatility in its securities markets. Periods of higher inflation may also slow the growth rate of the Chilean economy, which could lead to reduced demand for our products and services and decreased sales. Inflation is also likely to increase some of our costs and expenses, given that the majority of our supply contracts are denominated in Unidades de Fomento or are indexed to the Chilean consumer price index, and we may not be able to fully pass any such increases on to our customers, which could have a material adverse effect on us. Furthermore, at December 31, 2016, approximately 19% of our outstanding debt was UF-denominated. As a result, severe increases in inflation could affect the Chilean economy and could have a material adverse effect on us.

 

Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States.

 

Financial reporting and securities disclosure requirements in Chile differ in certain significant respects from those required in the United States. There are also material differences between IFRS and U.S. GAAP. Accordingly, the information about Cencosud S.A. available to you will not be the same as the information available to holders of shares issued by a U.S. company. In addition, the Chilean Securities Market Law, which governs open or publicly listed companies, such as us, imposes disclosure requirements that are more limited than those in the United States in certain important respects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean laws are different from those in the United States, and the Chilean securities markets are not as highly regulated and supervised as the U.S. securities markets.

 

Possible changes resulting from a proposed labor reform bill in Chile may have a material adverse effect on our operations and financial results.

 

On December 29, 2014 the executive branch of the Chilean government, led by President Michelle Bachelet, signed an extensive labor reform bill which was sent to the Chilean Congress for parliamentary proceedings and approval. A revised version of the bill was approved by the Senate and the lower house, and was enacted into law on August 29, 2016.

 

This bill includes the following:

 

·                  Extension of collective bargaining coverage of workers who work on a temporary basis, or those who work in a company in an intern capacity.

·                  Expansion of matters covered by collective barganing.

·                  Establishment of collective bargaining agreement provisions as the basis for negotiations between workers and employers, where a collective bargaining has been entered into. In the absence of a collective bargaining agreement, the employer’s response, which is required to include benefits that are at least equal to the benefits granted union employees, will constitute the basis of the negotiation.

·                  Granting autonomy to companies and trade union organizations that agree on special working conditions, such as accomodation of employees with family responsibilities and the distribution of weekly working hours.

·                  Regulation of the trade union organizatons’ right to information regarding the financial conditions of the company and remuneration of workers in executive positions.

·                  Recognition of the effective strike as a right of collective exercise and prohibition of the replacement of workers on strike.

·                  Requirement that women represent no less than 30% of the directors in a union.

·                  Creation of the Superior Labor Council, whose regulations will establish mechanisms to ensure that at least one-third of its members are women.

·                  Recognition of inter-company unions, small unions and micro unions, though negotiations with such unions is voluntary.

 

During 2016, collective bargaining with unions resulted in up to 30 processes involving over 35% of our total headcount in Chile. During this period no strikes were registered. Starting in April 2017, the implementation of the labor reform will begin, increasing the bargaining power of the unions, which could result in increased labor costs and/or a higher probability of disruptions at our operations, which could have an adverse effect on our operations.

 

Risks Related to Argentina

 

From April 1, 1991 until the end of 2001, the Convertibility Law No. 23,928 and Regulatory Decree No. 529/91 (together, the “Convertibility Law”) established a fixed exchange rate under which the Central Bank of Argentina was obliged to sell U.S. dollars at a fixed rate of one Argentine peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, which suspended certain provisions of the Convertibility Law, including the fixed exchange rate of Ar$1.00 to U.S.$1.00, and granted the executive branch of the Argentine government the power to set the exchange rate between the Argentine peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency

 

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Law, the Argentine peso has been allowed to float freely against other currencies since February 2002. For the last few years the Argentine government has maintained a policy of intervention in foreign exchange markets, conducting periodic transactions for the sale and purchase of U.S. dollars. This trend has changed with the current Administration, which shows a more market friendly orientation. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Argentina.”

 

Presidential and Congressional elections in Argentina took place on October 25, 2015, and a runoff election (ballotage) between the two leading presidential candidates was held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration took office on December 10, 2015. The Macri administration implemented, after December 17, 2015, several reforms to the foreign exchange market to provide greater flexibility and easier access to the foreign exchange market. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Argentina.”

 

In December 2015 the Argentine Central Bank returned to a free-float policy with interventions designed to enhance the operation of the foreign exchange market. However, immediately after a significant portion of the foreign exchange controls were lifted, the peso devalued by approximately 40%, as the peso-U.S. dollar exchange rate reached Ps. 13.76 to U.S. $1.00 on December 17, 2015. The peso has since floated freely with limited intervention by the Central Bank, and the nominal exchange rate experienced moderate variations.

 

Although general economic conditions in Argentina have recovered significantly after the 2002 crisis, there is uncertainty as to whether this growth is sustainable, especially considering the lower growth rates of recent years, and current public fiscal deficit. This is mainly because the economic growth was initially dependent on a significant devaluation of the Argentine peso and a high excess production capacity derived after a long period of deep recession, and was favored by high commodity prices. The global economic crisis of 2008 has led to a sudden deceleration of the economy, accompanied by political and social unrest, inflationary and Argentine peso depreciation pressures and lack of consumer and investor confidence. According to the Instituto National de Estadísticas y Censos (the Argentine National Institute of Statistics and Census, or “INDEC”), Argentina’s gross domestic product, in real terms, grew by 0.1% in 2009, 9.4% in 2010 and is estimated to have grown 8.5%, 0.9% and 2.9% in 2011, 2012 and 2013, respectively while expanding 0.5% in 2014. In 2015, real GDP increased by 2.4% compared to 2014. INDEC reported that real GDP decreased by 2.3% in 2016 compared to 2015. We cannot assure you that GDP will increase or remain stable in the future. Economic growth in Argentina could face challenges related to its balance of payments and levels of reserves.

 

Following IMF reports regarding the data produced by the INDEC, in 2014, the INDEC released the IPCNu, an index that measures prices on goods across the country replacing the previous index that only measured inflation in the urban area of the Autonomous City of Buenos Aires. The Macri administration appointed new authorities at INDEC, to implement methodological changes and adjust statistics on the basis of these reforms. In January 2016, the new INDEC authorities announced the discontinuance of the methodology used by the previous administration and declared a state of statistical emergency, through which it suspended the publication of indexes indefinitely until the INDEC is able to calculate them on accurate official data. See “—Changes in statistic figures published by INDEC”.

 

Argentina has reached an agreement with a significant portion of holdout creditors of its foreign debt discussed in the New York courts, which was approved by the Argentine Congress on March 31, 2016. The Argentine Congress passed the Debt Authorization Law, thereby repealing the legislative obstacles to the settlement and approving the settlement proposal with the holdout creditors. On April 22, 2016, Argentina issued U.S.$16.5 billion of new debt securities in the international capital markets, and applied U.S.$9.3 billion of the net proceeds to satisfy settlement payments on agreements with holders of approximately U.S.$4.2 billion principal amount of untendered debt. Upon confirmation that the conditions set forth in its March 2, 2016 order had been satisfied, the New York court, on April 22, 2016, ordered the vacatur of all pari passu injunctions. As of January 2017, agreements in principle have been executed with holders of approximately 83% of principal amount of untendered debt (outstanding as of December 31, 2015).

 

The impact that the measures taken by the new administration will have on the Argentine economy as a whole and the financial sector in particular cannot be predicted. In addition, there is uncertainty as to which measures announced during the presidential election campaign will be implemented by the Macri administration and when. In particular, we cannot predict how the Macri administration will address certain political and economic issues that were central during the presidential election campaign, such as the financing of public expenditures, public service subsidies and tax reforms, or the impact that any measures related to these issues that are implemented by the Macri administration will have on the Argentine economy as a whole. Additionally, in the recent elections, political parties opposed to the Macri administration retained a majority of the seats in the Argentine Congress, which will require the Macri administration to seek political support from the opposition for its economic proposals. This creates further uncertainty in the ability of the Macri administration to pass any measures. The inability of the Macri administration to implement its proposed measures as a result of lack of political support may adversely affect the Argentine economy and financial condition and, as a consequence, our financial condition.

 

Changes in statistic figures published by INDEC may affect its credibility and ability to provide reliable information about the Country’s main economic indicators.

 

In January 2007, the INDEC modified its methodology used in calculating the consumer price index. At the same time, the Argentine government also replaced several key personnel at the INDEC, prompting complaints of government interference from the technical staff at the INDEC. In addition, the IMF requested that the government clarify its inflation rates. In June 2008, the INDEC published a new consumer price index that eliminated nearly half of the items included in previous surveys and introduced adjustable weightings for fruit, vegetables and clothing, which have seasonal cost variations.

 

The new index was criticized by economists and investors after its initial report found prices rising well below expectations. These events affected the credibility of the consumer price index published by INDEC, as well as other index published by INDEC that use the consumer price index in their calculation, including the poverty index, the unemployment index and real GDP. On February 1, 2013 Argentina became the first member

 

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nation of the IMF to be censured due to concerns that it may be underreporting inflation and GDP figures. The IMF gave Argentina a deadline of September 29, 2013 to take “remedial measures” to boost the accuracy of the data provided. In January 2014 the Argentine government revealed a new inflation index based on a new calculation methodology. In 2014, and 2015, the IMF reacted cautiously to the index stating that it would continue to review progress made by the Republic of Argentina revising inflation and gross domestic product statistics later in 2016.

 

The Macri administration replaced the authorities of INDEC. The new INDEC Director, Mr. Jorge Todesca, made substantial changes to the Institute methods and thus,   more reliable statistics and data had been produced. During the first six months of this reorganization period, the INDEC published official Consumer Price Index (“CPI”) figures published by the City of Buenos Aires and the Province of San Luis for reference. Certain revised foreign trade, balance of payment and GDP data for the years 2011 through 2015 and the CPI for May, June and July 2016 were released by the INDEC after the state of administrative emergency was declared on January 8, 2016. In October 2016, the INDEC reported that real GDP decreased by 2.4% in the first nine months of 2016 compared to the same period in 2015. On June 15, 2016, the INDEC resumed publishing inflation rates, reporting an increase of 1.1% for September 2016, 2.4% for October 2016, 1.6% for November 2016 and 1.2% for December 2016 using its new methodology for calculating the CPI. We expect that INDEC will continue in this trend.

 

Intervention by the Argentine government in the Argentine economy has decreased but certain policies of the former government are still in force.

 

The Argentine government has in the past set certain industry market conditions and prices. In March 2002, the Argentine Government fixed the price for milk after a conflict among producers. Further government intervention in the economy could have an adverse effect on the levels of foreign investment in Argentina, Argentine companies’ access to international capital markets and trade and diplomatic relations between Argentina and other countries, which in turn could result in a material adverse effect on Argentina’s economy and, therefore, our business, financing capabilities, results of operations and financial condition. We cannot assure you that the Argentine government will not interfere in other areas in the retail industry in which we operate by setting prices or regulating other market conditions. Accordingly, we cannot assure you that the prices or other market conditions that the Argentine government might impose will allow us to freely negotiate the prices of our products, all of which could have a material adverse effect on us.

 

Currently price controls in the Republic of Argentina are enforced under the “Precios Cuidados” program, an agreement between the government and retailers. This program reflects the basic basket of products for the country´s population and as of March, 2016, was comprised of more than 500 products in supermarkets and in the home improvement industry.  Recently, the Argentine Secretary of Commerce (“Secretaría de Comercio Interior”) has extended the duration of this program until May 2017. If these programs were to be expanded, they could have a materially adverse effect on us.

 

In December 2015, President Macri enacted two decrees in an effort to promote the inflow of foreign currency into Argentina and limit export duties (i) Decree 133/2015, which eliminated taxes on exports of wheat and corn, bovine meat, and decreased the tax on soybean exports; and (ii) Decree 160/2015 eliminating almost all of the duties on industrial exports. The Macri administration also eliminated foreign exchange restrictions to the payments of imports.

 

Recently implemented increases in the cost of public transportation and services may have a negative effect on our operating results.

 

The economic policies implemented by Macri’s Administration aim to reduce the State deficit by, among other things, raising the the fares and prices of public transportation and services. These increases had been challenged in the courts due to the excessive Degree of increases, which in certain cases, such as fares for public transportation and gas and electricity prices, are proposed to increase by approximately 500%. While these increases are expected to occur gradually, they may result in a decrease in consumption by consumers, and accordingly, may have an adverse effect on our business.

 

Risks Related to Brazil

 

Brazilian economic and political conditions and perceptions of these conditions in international markets have a direct impact on our business and our access to international capital and debt markets and could have a material adverse effect on us.

 

In the years ended December 31, 2014, 2015 and 2016 our operations in Brazil represented 20.1%, 15.3% and 15.4% of our consolidated revenues from ordinary activities for such periods, respectively. Accordingly, our financial condition and results of operations are dependent on economic conditions in Brazil. The Brazilian economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation, currency devaluation, downgrades of Brazil’s investment credit rating and high levels of unemployment. Brazil is currently going through a deep recession. In 2015 and 2016, the Brazilian Real appreciated approximately 18.3% and devaluated 49.8% against the U.S. dollar, respectively. Brazil’s gross domestic product, in real terms, grew 1.9% in 2012, 3.0% in 2013 and 0.5% in 2014 and decreased 3.8% in 2015 and 3.6% in 2016. We cannot assure you that GDP will increase or remain stable in the future. Future developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the consumption of our products. As a result, these developments could have a material adverse effect on us.

 

Historically, Brazil’s political situation has influenced the performance of the Brazilian economy, and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration and heightened volatility in the securities issued abroad by Brazilian companies. Future developments in policies of the Brazilian government and/or the uncertainty of whether and when such policies and regulations may be implemented, all of which are beyond our control, could have a material adverse effect on us.

 

Currently, Brazilian markets are experiencing heightened volatility due to the uncertainties derived from the ongoing Lava Jato investigation, being conducted by the Office of the Brazilian Federal Prosecutor, and its impact on the Brazilian economy and political environment. Members of the Brazilian federal government and of the legislative branch, as well as senior officers of large state-owned companies as well as privately held

 

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companies, have faced allegations of political corruption, since they have allegedly accepted bribes by means of kickbacks on contracts granted by the government to several infrastructure, oil and gas and construction companies. The profits of these kickbacks allegedly financed the political campaigns of political parties of the current federal government coalition that were unaccounted for or not publicly disclosed, and personally enriched the recipients of bribes under this bribery scheme. The potential outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. Most recently, the Brazilian president was removed by the senate in connection with such investigations.

 

In addition, certain states in Brazil, in particular Rio de Janeiro, have been experiencing significant financial troubles.  In June 2016, Rio de Janeiro declared a state of “financial disaster” in order to change budgetary priorities while remaining in compliance with Brazil’s fiscal laws. The economic conditions there have continued to worsen, with many state civil servants not receiving their salaries.  This turmoil has led to an increase in unemployment, impacted GDP growth, and adversely effected the general economic conditions in Brazil.

 

The fiscal instability, ongoing investigations into allegations of corruption in state-controlled enterprises and the unstable political scenario that has slowed the pace of the fiscal adjustment were factors that may have contributed to the decline of the confidence of investors and the public in general, resulting in the current recession. The political and economic crises facing the country have contributed to undermining the confidence of consumers and investors. The unstable political scenario may also have an adverse impact on our business, financial condition, results of operations and the market price of our preferred shares and ADSs. For more information on the economic situation in Brazil, see “Item 5: Operating and Financial Review and Prospects—Operating Results—Trends and Factors Affecting Our Results of Operations—Developments in the Brazilian Economy.

 

Changes in Brazilian tax laws may increase our tax burden.

 

The Brazilian government frequently implements changes to tax regimes that may affect us and our customers. These changes include changes in prevailing tax rates and, occasionally, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. Some of these changes may result in increases in our tax payments, which could adversely affect industry profitability and increase the prices of our products, restrict our ability to do business in our existing and target markets and have a material adverse effect on us. We cannot assure you that we will be able to maintain our projected cash flow and profitability following any increases in Brazilian taxes applicable to us.

 

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy.

 

The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes significant changes in policies and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls and limits on export and imports. We may be materially and adversely affected by changes in policies or regulations involving or affecting factors such as:

 

·                              interest rates;

 

·                              monetary policy;

 

·                              exchange controls and restrictions on remittances abroad;

 

·                              currency fluctuations;

 

·                              inflation;

 

·                              liquidity of domestic capital and financial markets;

 

·                              tax policy; and

 

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

 

Uncertainty over whether the Brazilian government will implement changes in policies or regulations affecting these or other factors in the future may contribute to economic uncertainty in Brazil. As a result, these uncertainties and other future developments in the Brazilian economy may have a material adverse effect on us.

 

Inflation, and the Brazilian government’s measures to combat inflation, may generate economic uncertainty in Brazil.

 

Brazil has historically experienced high rates of inflation. In the recent past, inflation, as well as government efforts to combat inflation have had significant negative effects on the Brazilian economy and contributed to heightened volatility in the Brazilian securities market. In 2016, inflation measured by the Brazilian consumer price index (Índice de Preços ao Consumidor), or IPCA, fell notably after ending 2015 at 10.67%, above the upper limit of 6.5%, established by the Brazilian monetary council. As a result of the decline, inflation is now within the Central Bank’s target band of 2.5% to 6.5% closing at 6.3% in 2016. The inflation target for 2017 is set at 4.5%, allowing for a range two percentage points below or above this target. In 2017, factors that may adversely affect consumer inflation are, among others, (i) the depreciation of the Real against global benchmark currencies, (ii) a possible decision by the Brazilian federal government to raise utility prices (such as electricity tariffs) and (iii) potential tax increases. The market consensus forecast see inflation closing at 4.9% for 2017. The market expects inflation of 4.7% for 2018.

 

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The Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates have fluctuated significantly. The Special System for Settlement and Custody (Sistema Especial de Liquidação e Custódia, or “SELIC”) interest rate in Brazil at December 31 was 10.0% in 2013, 14.25% in 2014, 13.25% in 2015 and 13.00% in 2016, as determined by the Central Bank of Brazil’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central).

 

The government has proposed a set of macroeconomic adjustment measures and is setting the stage for structural reforms. The proposal is based on an ambitious fiscal consolidation plan, to reduce the inflation expectations and enable a drop in the real exchange rate, to boost competitiveness, productivity and investments. However, implementation of the reform program has proven difficult given the challenges in reaching a consensus in Congress.

 

Brazilian government actions, including interest rate changes, intervention in the foreign exchange market, fiscal policy expansion and actions to adjust or fix the value of the Real may trigger increases in inflation. If Brazil experiences substantial inflation in the future, the consequences may include greater economic uncertainty and increased costs for us, which may have a material adverse effect on us.

 

Exchange rate instability may adversely affect the Brazilian economy and us.

 

The Brazilian currency has historically suffered frequent fluctuations. In the past, the Brazilian government has implemented various economic plans and adopted a number of 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. There have often been significant fluctuations in the exchange rate between the Brazilian currency, the U.S. dollar, the euro and other currencies. This volatility may affect our consolidated financial statements, due to the growing importance of our Brazilian operations in our business portfolio, which could have a material adverse effect on us. See “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Brazil” and “Item 3. Key Information—A. Selected Financial Data—Exchange Rates—Brazil.”

 

Our business in Brazil is subject to governmental regulation.

 

Our Brazilian operations are subject to a variety of national, state, and local laws and regulations, including environmental, agricultural, health and safety and labor laws. We invest financial and managerial resources to comply with these laws and related permit requirements. Our failure to do so could subject us to fines or penalties, enforcement actions, claims for personal injury or property damages, or obligations to investigate and/or remediate damage or injury. Moreover, if applicable laws and regulations, or the interpretation or enforcement thereof, become more stringent in the future, our capital or operating costs could increase beyond what we currently anticipate, and the process of obtaining or renewing licenses for our activities could be hindered or even opposed by the competent authorities.

 

The regular operation of our stores and distribution centers depend on public services, including electricity, and the implementation of increases in energy prices, broad electricity conservation plans as a result of unfavorable hydrological or other factors could have a negative effect on consumer demand and also have a materially adverse effect on our operations and inventory management.

 

Brazil’s power generation sector relies on, among others, hydroelectric plants, whose generation levels are affected by prevailing hydrological conditions, which are dependent on rainfall levels and heat levels. If hydrological conditions result in a low supply of electricity in Brazil, that could cause, among other things, the implementation of broad electricity conservation programs, including mandatory reductions in electricity generation or consumption. Brazil has experienced record heat levels in January 2014 which, coupled with a prolonged lack of rain, have left hydroelectric reservoirs at low levels. The recurrence in the future of unfavorable hydrological conditions could lead to the implementation of broad electricity conservation programs or increases in energy prices. In the event of electricity shortages, our operations and inventory management could be materially and adversely affected. This may in turn adversely affect our financial conditions and results from operations.

 

Risks Related to Peru

 

Economic, social and political developments in Peru, including political instability, could have an adverse effect on us.

 

Our operations in Peru represented 8.7%, 9.1% and 9.6% in 2014, 2015 and 2016 respectively, of our consolidated revenues from ordinary activities. Our results of operations and financial condition may be affected by changes in economic and other policies of the Peruvian government.

 

In the 1980’s, Peru suffered through periods of high inflation, which materially undermined the Peruvian economy and the government’s ability to create conditions that would support economic growth. However, the economic model has remained solid and consistent for more than 20 years, which has allowed foreign and local investors to invest freely in Peru. Furthermore, they can rely on constitutional protection of their investments.

 

In June 2016, after a democratic and participative presidential election in which Pedro Pablo Kuczynski ran on a pro-investment and open market platform, Mr. Kuczynski was elected as President (with 50.1% of the votes) for the 2016-2021 term. The election of Mr. Kuczynski as the new president is likely to generate a more predictable and prosperous domestic market, which in turn will generate a more attractive market for investors. However, the president will likely face opposition, as his party has a small presence in Congress (18 of 130 seats) and will have to forge alliances with other parties, in particular the “Fuerza Popular” (pro-Fujimori), which holds the majority of congressional seats (73 out of 130 seats).

 

In January 2017, Peru terminated a contract with a consortium led by Odebrecht SA to build a U.S.$7.0 billion natural gas pipeline, due to Odebrecht SA’s failure to secure timely financing, which was precipitated by allegations of bribery and corruption with respect to the process of awarding the pipeline contract, among other projects in and outside of Peru.  The cancellation of this and other projects is expected to have a negative

 

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impact on economic growth of between 0.5% and 1.0% because of the delay of the infrastructure works affecting private investment and consumption.  While the Peruvian government has introduced a package of economic measures called “Plan 150 Mil” whose objective is to achieve a 4.0% economic growth rate, there can be no assurance that these economic measures will be implemented as expected, or that they will be successful in boosting economic growth in Peru.  To the extent consumption in Peru stagnates, it could have an adverse effect on our business.

 

We are also currently in mediation proceedings with respect to a land lease agreement we entered into with the Peruvian army in which the price of the lease of one property is under discussion. While we believe that we have complied with all legal requirements and with the terms of the lease, the outcome of the mediations proceedings is unknown.  However, we do not expect that any costs or monetary penalties that could result therefrom would have any material impact on our business and operations.

 

A devaluation of Peru’s currency or unexpected changes in exchange controls could have a material adverse effect on us.

 

The Peruvian currency has historically experienced a significant number of devaluations and, as a result, the Peruvian government has adopted and operated under various exchange rate control practices and determination policies, ranging from strict control to market determination of exchange rates. More recently, the Nuevo Sol appreciated against the U.S. dollar by 5.4% in 2012 and depreciated against the U.S. dollar by 9.6% in 2013, 6.7% in 2014, and 14.3% in 2015 and appreciated 1.6% in 2016. As the Peruvian economy is partially dollarized, devaluation of the Nuevo Sol against the U.S. dollar could have a negative impact on the economy. Therefore, any significant devaluation of the Nuevo Sol against the U.S. dollar could have a material adverse effect on us.

 

Peru’s strong macroeconomic performance, dependence on minerals and metals exports and imported foodstuffs makes the economy vulnerable to fluctuations in world prices. Nonetheless, Peru continues to be a strong performing economy with some of the highest growth rates in Latin America and the world.

 

Tax reform measures in Peru may affect our operating results.

 

Recent tax reforms in Peru have resulted in a gradual increase in the corporate income tax rate. For 2017, the corporate income tax rate is increasing from 28.5% to 29.5%. While this was coupled with a decrease in the tax on dividends from 6.8% to 5% (applicable to distributions of profits originating as from 2017), these reforms may have an adverse effect on our operating results for our Peruvian operations.

 

Risks Related to Colombia

 

We are highly dependent on economic and political conditions in Colombia in connection with our supermarket and retail operations in Colombia.

 

As a result of our acquisition of supermarket operation in Colombia, the Colombian market has become a significant part of our supermarket business and related results of operations. Colombia has suffered periods of significant economic and political instability in the past. Colombia represented 10.2%, 8.3% and 8.6% of total consolidated revenues for 2014, 2015 and 2016, respectively.

 

Our revenues earned from our operations in Colombia depend to a significant extent on macroeconomic and political conditions in Colombia. Decreases in the growth rate, periods of negative growth, changes in law, increases in inflation, changes in regulation or policy, or future judicial rulings and interpretations of policies involving exchange controls and other matters, such as (but not limited to) currency depreciation, interest rates, inflation, taxation, banking laws and regulations and other political or economic developments, in or affecting Colombia may affect the overall business environment and could, in turn, impact our financial condition and results of operations.

 

Colombia’s fiscal deficit and growing public debt could adversely affect the Colombian economy. The Colombian fiscal deficit was 2.2% of GDP in 2013, 2.6% in 2014, 3.2% in 2015 and last available estimates made public in February 23, 2017 place the fiscal deficit at 3.6% of GDP in 2016. Despite the recovery of Colombia’s economy over the past several years, we cannot assure you that such growth and relative stability will be sustained. If the condition of the Colombian economy were to deteriorate, we would likely be adversely affected.

 

The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy. Our business and results of operations and financial condition may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic policies that may affect Colombia. We cannot predict what policies will be adopted by the Colombian government and whether those policies would have a negative impact on the Colombian economy or our business and financial performance.

 

The Colombian government and the Colombian Central Bank may seek to implement new policies aimed at controlling further fluctuation of the Colombian peso against the U.S. Dollar and fostering domestic price stability. The Colombian Central Bank may impose certain mandatory deposit requirements in connection with foreign-currency denominated loans obtained by Colombian residents, including us. Although no mandatory deposit requirement is currently in effect, a mandatory deposit requirement was set at 40% in 2008 after the Colombian peso appreciated against foreign currencies. We cannot predict or control future actions by the Colombian Central Bank in respect of such deposit requirements, which may involve the establishment of a different mandatory deposit percentage. The use of such measures by the Colombian Central Bank may be a disincentive for us to obtain loans denominated in a foreign currency. We cannot predict the effects that such policies will have on the Colombian economy. In addition, we cannot assure you that the Colombian peso will not depreciate or appreciate relative to other currencies in the future.

 

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Our assets located in Colombia are subject to various risks associated with emerging market countries, such as Colombia.

 

Asset ownership in Colombia, as is the case in other emerging market countries, is subject to political, economic and other uncertainties, including expropriation, nationalization, renegotiation or nullification of existing contracts, currency exchange restrictions and international monetary fluctuations. We cannot assure you that our operating results will not be affected by the occurrence of any such events.

 

Colombian government policies will likely significantly affect the economy and, as a result, our business and operations in Colombia.

 

The Colombian government has historically exercised substantial influence over the Colombian economy, and its policies are likely to continue to have an important effect on our operations in Colombia. Our business in Colombia could be adversely affected by changes in policy, or future judicial interpretations of such policies, involving exchange controls and other matters such as currency devaluation, inflation, interest rates, taxation, regulations and other political or economic developments in or affecting Colombia.

 

Although Colombia has maintained stable economic growth since 2003 and an inflation rate below 8% during the last 10 years, in the past, economic growth has been negatively affected by lower foreign direct investment and high inflation rates and the perception of political instability. We cannot assure you that growth achieved in recent years by the Colombian economy will continue in future periods. If the perception of improved overall stability in Colombia deteriorates or if foreign direct investment declines, the Colombian economy may face a downturn, which could negatively affect our results of operations.

 

Colombia’s economy remains vulnerable to external shocks that could be caused by its major regional trading partners experiencing significant economic difficulties or by more general “contagion” effects, which could have a material adverse effect on Colombia’s economic growth and its ability to service its debt.

 

The Colombian government has indicated that tightening credit conditions in financial markets could have a potential, although limited, negative impact on Colombian economy mainly through lower foreign direct investment flows. A significant decline in the economic growth of any of Colombia’s major trading partners, such as the United States and China, could have a material adverse impact on Colombia’s balance of trade and adversely affect Colombia’s economic growth. According to the Colombian Ministry of Commerce, the United States is Colombia’s largest export market. According to the Office of the United States Trade Representative, Colombia was the United States’ 27th largest supplier of goods imports in 2015. U.S. goods imports from Colombia totaled US$14 billion in 2015, down 23% (US$4.2 billion) from 2014. U.S. imports from Colombia are down 39.2% from 2011 (pre-FTA). A decline in U.S. demand could have a material adverse effect on Colombian exports and Colombia’s economic growth, which could, in turn, likely have detrimental results on our business activities.

 

Colombia has experienced several periods of violence and instability and such violence instability could affect the economy and our operations.

 

Colombia has experienced several periods of criminal violence over the past four decades, primarily due to the activities of guerilla, paramilitary groups and drug cartels. In remote regions of the country, where governmental presence is minimal, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. In response, the Colombian government has implemented various security measures and has strengthened its military and police forces, including the creation of specialized units. Despite these efforts, drug-related crime and guerrilla and paramilitary activity continue to exist in Colombia. Any possible escalation in the violence associated with these activities may have a negative impact on the Colombian economy in the future. In the context of any political instability, allegations have been made against members of the Colombian government concerning possible ties with paramilitary groups. These allegations may have a negative impact on the Colombian government’s credibility, which could in turn have a negative impact on the Colombian economy or our operations there in the future. In October 2016, the Colombian Government signed a peace agreement with the FARC guerilla to seek their demobilization and end of the armed conflict. The peace agreement was submitted to Colombian voters through a referendum in which voters rejected the peace agreement. In November 2016, the Colombian Government entered into a new peace agreement with FARC without submitting the agreement to voter approval. The Colombian Government is currently in negotiations for a peace agreement with the ELN guerrilla group.

 

Colombia’s diplomatic relations with Venezuela and Ecuador may affect the Colombian economy and, consequently, our results of operations and financial condition.

 

Diplomatic relations with Venezuela and Ecuador, two of Colombia’s trading partners, have from time to time been tense, and have been affected by events surrounding the armed conflict with the Revolutionary Armed Forces of Colombia, or the FARC (Fuerzas Armadas Revolucionarias de Colombia), particularly on Colombia’s borders with Venezuela and Ecuador. Any further deterioration in relations of Colombia with Venezuela and Ecuador may result in the closing of borders, the imposition of trade barriers or a breakdown of diplomatic ties, any of which could have a negative effect on Colombia’s trade balance, economy and national security, which may adversely affect our results of operations.

 

Natural disasters in Colombia could disrupt our business and affect our results of operations in Colombia.

 

We are exposed to natural disasters in Colombia, such as earthquakes, volcanic eruptions, floods, tropical storms and hurricanes. In the event of a natural disaster, our disaster recovery plans may prove to be ineffective, which could have a material adverse effect on our ability to conduct our business in Colombia, particularly if such an occurrence affects computer-based data processing, transmission, storage and retrieval systems or destroys customer or other data. In addition, if a significant number of our employees and senior managers were unavailable because of a natural disaster, our ability to conduct our business could be compromised. Natural disasters or similar events could also result in substantial volatility in our results of our Colombian operations for any fiscal quarter or year.

 

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Our Colombian operations are subject to regulation.

 

The supermarket business and the commercial activity in general in Colombia is mainly regulated by the Colombian Consumer Protection Bureau and the free market. Nevertheless, the Colombian Superintendence of Industry and Commerce (the “Superintendencia de Industria y Comercio”) acts as the supervisory agency for the enforcement of regulations issued by the Colombian Consumer Protection Bureau. The Colombian Ministry of Industry and Tourism also plays an import role in the industry as it has within its reach ability to take any required measure to ensure the protection of the local market for domestic industry. In the past the ministry has relied on a wide array of measures to achieve this goal which have included the creation of product specific duties or price controls.

 

Furthermore, all corporations are regulated by the Colombia Superintendence of Corporations (“Superintendencia de Sociedades”). This government body oversees and approves corporate events such as mergers, acquisitions and bankruptcies. All corporations under the scope of this body in Colombia must file annual financial statements therewith.

 

Recent tax reform in Colombia may have an adverse effect on our sales.

 

Effective January 2017, the VAT rate in Colombia increased from 16% to 19%.  This increase will result in an increase in the effective price our customers pay for our products, which may have an adverse effect on our sales and results of operations in Colombia. In addition, effective March 2017, an increase to the income tax rates in Colombia will take effect.  The resulting decrease in disposable income could have an adverse effect on our sales and results of operations.

 

New or higher taxes resulting from changes in tax laws and regulations in Colombia or the interpretation thereof could adversely affect our results of operations in Colombia.

 

The enactment of new tax laws and regulations, and uncertainties with respect to the application or interpretations of future tax policies, pose risks to us. In recent years, Colombian tax authorities have imposed additional taxes in a variety of areas, such as taxes on financial transactions and other taxes on net worth, have modified income tax withholding rates and have eliminated certain tax benefits. The last structural fiscal reform mandated an increase in the general VAT rate from 16% to 19% in 2017.

 

The Colombian government could seize or expropriate our assets under certain circumstances.

 

Pursuant to Article 58 of the Colombian constitution, the Colombian government may exercise its eminent domain powers in respect of our assets in the event such action is required in order to protect the public interest. According to Law 388 of 1997, the eminent domain power may be exercised through: (i) an ordinary expropriation proceeding (expropiación ordinaria), (ii) an administrative expropriation proceedings (expropriación administrativa) or (iii) an expropriation for war reasons (expropiación en caso de guerra). In all cases, we would be entitled to a fair indemnification for the expropriated assets as described below. Also, as a general rule, indemnification must be paid before the asset is effectively expropriated.

 

Under an ordinary expropriation proceeding, the Colombian government may expropriate any asset. Before expropriating, the Colombian government must offer to purchase the asset from its owner at market value as determined by an independent appraiser. If no agreement is reached by the parties after 30 days of such offering, the Colombian government may initiate a judicial procedure. Under the procedure, the relevant court would decide on the validity of the expropriation and the amount of the indemnification.

 

An administrative expropriation proceedings may occur when the factors supporting the expropriation represent an imminent risk affecting public interest. Before conducting an administrative expropriation, the Colombian government must offer to purchase the asset from its owner at market value as determined by an independent appraiser. If no agreement is reached by the parties after 30 days of such offering, the Colombian government may expropriate the asset directly (i.e., without having to conduct a judicial proceeding) and establish the indemnification amount based on the asset’s market value. After the expropriation, the parties may challenge the validity of the expropriation and the amount of the indemnification granted through a judicial process.

 

In an expropriation by reason of war, the Colombian government may expropriate personal property without the need to pay any indemnification prior to the expropriation and temporarily occupy real property for as long as national security matters require. Possession of real property expropriated must be returned to its original owner once the necessity for expropriation by reason of war ceases to exist.

 

Exchange rate fluctuations could adversely affect the Colombian economy, and therefore, us.

 

The Colombian peso is a highly volatile currency that has been subject to significant devaluations and appreciations in the past and may be subject to similar fluctuations in the future. A significant devaluation or appreciation of the Colombian peso in relation to the U.S. dollar could adversely affect the Colombian economy and, as a result, our operating results.

 

High rates of inflation may have an adverse impact us.

 

Rates of inflation in Colombia have been historically high, and we cannot assure you that inflation will not return to high levels. Inflation rates were 1.9% for 2013, 3.66% for 2014, 6.77% in 2015 and 5.75% in 2016. Inflationary pressures may, among other things, reduce consumers’ purchasing power and we cannot assure you that measures taken by the Colombian government and Colombian Central Bank will suffice to curb inflation. A return to high inflation in Colombia may harm our results of operations.

 

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Risks Related to our Shares and the ADSs

 

Market volatility may affect our stock price and the value of your investment.

 

The market price of our ADSs may be volatile and may be influenced by many factors, some of which are beyond our control, including:

 

·                  the failure of financial analysts to cover the ADSs or our common stock or changes in financial estimates by analysts;

·                  actual or anticipated variations in our operating results or the operating results of our competitors;

·                  changes in financial estimates by financial analysts, or any failure by us to meet or exceed any such estimates, or changes in the recommendations of any financial analysts that elect to follow the ADSs or shares of common stock or the shares of common stock of our competitors;

·                  announcements by us or our competitors of significant contracts or acquisitions;

·                  future sales of the ADSs and shares of common stock, including sales by our controlling shareholder;

·                  investor perceptions of us and the industries in which we operate;

·                  failure of any of our initiatives to achieve commercial success;

·                  fluctuations in stock market prices and trading volumes of securities of similar companies;

·                  general market conditions and overall fluctuations in U.S. equity markets;

·                  changes in our financial guidance to investors and analysts;

·                  delays in, or out failure to provide financial guidance;

·                  additions or departures of any of our key personnel;

·                  changes in accounting principles or methodologies;

·                  changing legal or regulatory developments in the United States and other countries, including the countries in which we operate; and

·                  discussion of us or our stock price by the financial press and in online investor communities.

 

In addition, the stock market in general has experienced substantial price and volume fluctuations that have been unrelated to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of the ADSs and shares of common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class-action litigation has been instituted against these companies. Such litigation, if instituted against us, could result in substantial expenses and the diversion of our management’s attention from our business, and could have a material adverse effect on us.

 

There may be a lack of liquidity and market for our shares of common stock and the ADSs in Chile.

 

Our shares of common stock are listed and traded on the Santiago Stock Exchange and the Chile Electronic Stock Exchange, which we collectively refer to as the “Chilean Stock Exchanges.” Although ADS holders are entitled to withdraw shares of common stock underlying the ADSs from The Bank of New York Mellon (the “Depositary”) at any time, the Chilean Stock Exchanges are substantially smaller, less liquid and more volatile than major securities markets in the United States. Although our shares of common stock are traded on the Chilean Stock Exchanges, there can be no assurance that a liquid trading market for our shares of common stock will continue to exist. As of the date of this annual report, our non-controlling shareholders hold approximately 46.2% of our outstanding shares of common stock. A limited trading market in general and our concentrated ownership in particular may impair the ability of an ADS holder to sell in the Chilean market any shares of common stock obtained upon withdrawal of such shares from the ADS facility in the amount and at the price and time such holder desires, and could increase volatility of the price of the ADSs.

 

Holders of ADSs may find it difficult to exercise voting rights at our shareholders’ meetings.

 

Holders of ADSs will not be direct shareholders of our company and will be unable to enforce directly the rights of shareholders under our estatutos (“Bylaws”) and the laws of Chile. Holders of ADSs may exercise voting rights with respect to the shares of common stock represented by ADSs only in accordance with the deposit agreement governing the ADSs. Holders of ADSs will face practical limitations in exercising their voting rights because of the additional steps involved in our communications with ADS holders. Holders of our shares of common stock will be able to exercise their voting rights by attending a shareholders’ meeting in person or voting by proxy. By contrast, holders of ADSs will receive notice of a shareholders’ meeting by mail from the Depositary following our notice to the Depositary requesting the Depositary to do so. To exercise their voting rights, holders of ADSs must instruct the Depositary on a timely basis on how they wish to vote. This voting process necessarily will take longer for holders of ADSs than for holders of our common stock. If the Depositary fails to receive timely voting instructions for all or part of the ADSs, the Depositary will assume that the holders of those ADSs are instructing it to give a discretionary proxy to a person designated by us to vote with respect to their ADSs, except in limited circumstances.

 

Holders of ADSs also may not receive the voting materials in time to instruct the Depositary to vote the common stock underlying their ADSs. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADSs or for the manner of carrying out those voting instructions. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the shares of common stock underlying their ADSs are not voted as requested.

 

The significant control over the majority of our shares by our founding shareholder may have a material adverse effect on the future market price of the ADSs and our shares of common stock.

 

We are currently controlled by our founder, Mr. Horst Paulmann, who beneficially owns and controls approximately 53.4% of our shares, through Inversiones Quinchamali Ltda., Inversiones Latadía Ltda. and Inversiones Tano Ltda, as of the date of this annual report. In 2016, Mr.

 

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Paulmann publicly sold shares representing approximately 6% of our total outstanding shares. Further dispositions by our controlling shareholder of a significant number of our shares, or the perception that such a disposition might occur, could materially and adversely affect the trading price of our shares of common stock on the Santiago Stock Exchange as well as the market price of the ADSs on the New York Stock Exchange.

 

Our controlling shareholder is able to exercise significant control over our company, and also controls a significant minority interest in many of our international subsidiaries which could result in conflicts of interest.

 

Our controlling shareholder is in a position to direct our management and to determine the result of substantially all matters to be decided by majority vote of our shareholders, including the election of a majority of the members of our board of directors, determining the amount of dividends distributed by us (subject to the legally mandated minimum of 30% of distributable net income), adopting certain amendments to our Bylaws, including the issuance of new shares, enforcing or waiving our rights under existing agreements, leases and contractual arrangements and entering into agreements with entities affiliated with us. As a result, circumstances may occur in which our controlling shareholder’s interests could be in conflict with your interests as holder of the ADSs. Our controlling shareholder may have interests in pursuing or preventing acquisitions, divestitures or other transactions where, in his judgment, such action would be in our best interests, even though such action may not be in the best interests of our minority shareholders.

 

Our status as a foreign private issuer exempts us from certain of the corporate governance standards of the NYSE, limiting the protections afforded to investors.

 

We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under the NYSE listing rules, a foreign private issuer may elect to comply with the practice of its home country and not to comply with certain NYSE corporate governance requirements, including the requirements that (1) a majority of the board of directors consist of independent directors, (2) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (3) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, and (4) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken. Therefore, you will not have the same protections afforded to shareholders of companies that are subject to all New NYSE corporate governance requirements.

 

For example, in reliance on the foreign private issuer exemption to the NYSE listing rules a majority of our board of directors may not consist of independent directors; our board’s approach may therefore be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company may be more limited than if we were subject to the NYSE listing rules.

 

U.S. securities laws do not require us to disclose as much information to investors as a U.S. issuer is required to disclose, and you may receive less information about us than you might otherwise receive from a comparable U.S. company.

 

The corporate disclosure requirements applicable to us may not be equivalent to the requirements applicable to a U.S. company and, as a result, you may receive less information about us than you might otherwise receive in connection with a comparable U.S. company. We are subject to the periodic reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) that apply to “foreign private issuers.” The periodic disclosure required of foreign private issuers under the Exchange Act is more limited than the periodic disclosure required of U.S. issuers. For example, we will be required only to file an annual report on Form 20-F, but we are not required to file any quarterly reports. A U.S. registrant must file an annual report on Form 10-K and three quarterly reports on Form 10-Q. In addition, we will be required to file current reports on Form 6-K, but the information that we must disclose in those reports is governed primarily by Chilean law disclosure requirements and may differ from Form 8-K’s current reporting requirements imposed on a U.S. issuer. Finally, we are not subject to the proxy requirements of Section 14 of the Exchange Act and our officers, directors and principal shareholders are not subject to the short swing insider trading reporting and recovery requirements under Section 16 of the Exchange Act.

 

Chilean law provides for fewer and less well-defined shareholders’ rights.

 

Our corporate affairs are governed by our Bylaws (which serve the combined function of the articles of incorporation and the bylaws of a U.S. corporation), and the laws of Chile. Under such laws and our Bylaws, our shareholders may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in a U.S. jurisdiction. For example, our shareholders would not be entitled to redemption rights in the event of a merger or other business combination undertaken by us. Persons or entities who seek to acquire control of a publicly-held Chilean corporation through a tender offer (oferta pública de adquisición de acciones), must make an offer to any and all shareholders of such company. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Right of dissenting shareholders to tender their shares” and “—Dividend and liquidation rights.”

 

Chile imposes controls on foreign investment and repatriation of investments that may affect your investment in, and earnings from, the ADSs, and may impose additional controls or restrictions in the future.

 

Equity investments into Chile from abroad are subject to the requirement that investors provide Chile’s Central Bank with information related to such equity investments and conduct any operations in connection with the repatriation of investments and earnings on them within Chile’s Mercado Cambiario Formal, or Formal Exchange Market. See “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Chile.”

 

Holders of ADSs are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by holders of ADSs will be converted into U.S. dollars and distributed net of foreign currency exchange fees and expenses and fees of the Depositary

 

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and will be subject to Chilean withholding tax, currently imposed at a rate of 35% (subject to credits in certain cases as described under “Item 10. Additional Information—E. Taxation—General—Material United States Federal Income Tax Considerations”). If for any reason, including changes in Chilean laws or regulations, the Depositary were unable to convert Chilean pesos to U.S. dollars, investors may receive dividends and other distributions, if any, in Chilean pesos.

 

Additional Chilean restrictions applicable to the holders of the ADSs and other foreign investors in Chile could be imposed in the future. The Central Bank of Chile has the authority to impose at any time certain controls, restrictions or obligations on foreign investors in Chile. Such restrictions could include, but are not limited to, the requirement to obtain the Central Bank of Chile’s prior approval for the repatriation of the proceeds from the disposition of shares underlying the ADSs or the payment of dividends. We cannot advise you as to the duration or impact of any such restrictions if imposed.

 

Currency devaluations, foreign exchange fluctuations and foreign currency conversion costs may have a material adverse effect on our stock price and on the U.S. dollar value of any cash distributions made to ADS holders in respect of ADSs.

 

As our operations are denominated in local currencies (Chilean Peso, Brazilian Real, Peruvian Sol, Argentinian Peso and Colombian Peso), changes in the currency parities may affect our recognition of results. Furthermore, as our stocks are primarily traded at the Santiago Stock Exchange, our stock is traded and listed in Chilean pesos. Therefore, changes in the Chilean Peso versus the U.S. Dollar parity may affect the value of your investment when measured in U.S. Dollars.

 

If the value of the Chilean peso falls relative to the U.S. dollar, the value of the ADSs and any distributions to be received from the Depositary for the ADSs could be materially and adversely affected. Cash distributions made in respect of the ADSs are received by the Depositary in Chilean pesos, are then converted by the Depositary into U.S. dollars at the then prevailing exchange rate and distributed to the holders of ADSs. In addition, the Depositary will incur foreign currency conversion costs (to be borne by the holders of the ADSs) in connection with the foreign currency conversion and subsequent distribution of dividends or other payments with respect to ADSs.

 

ADS holders may not be able to effect service of process on, or enforce judgments or bring original actions against, us, our directors or our executive officers, which may limit the ability of holders of ADSs to seek relief against us.

 

We are a Chilean corporation. None of our directors are residents of the United States and most of our executive officers reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors and executive officers are located outside the United States. As a result, it may be difficult for ADS holders to effect service of process outside Chile upon us or our directors and executive officers or to bring an action against us or such persons in the United States or Chile to enforce liabilities based on U.S. federal securities laws. It may also be difficult for ADS holders to enforce in the United States or in Chilean courts money judgments obtained in United States courts against us or our directors and executive officers based on civil liability provisions of the U.S. federal securities laws. If a U.S. court grants a final money judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this money judgment in Chile will be subject to the obtaining of the relevant “exequatur” (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law currently in force, and consequently, subject to the satisfaction of certain factors. The most important of these factors are the existence of reciprocity, the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances and the Chilean courts’ determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that enforcement would not violate Chilean public policy. Failure to satisfy any of such requirements may result in non-enforcement of your rights.

 

Preemptive rights may be unavailable to ADS holders or U.S. holders of shares in certain circumstances and, as a result, U.S. owners of shares or ADSs would be subject to potential dilution.

 

The Ley sobre Sociedades Anónimas No. 18,046 and the Reglamento de Sociedades Anónimas, which we refer to in this document collectively as the “Chilean Corporations Law,” require us, whenever we issue new shares for cash and sell treasury shares, to grant preemptive rights to all of our shareholders (including shares represented by ADSs), giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. It is possible that, in connection with any future issuances of shares, we may not be able to offer shares to U.S. holders of shares or ADSs pursuant to preemptive rights granted to our shareholders and, as a result such U.S. holders of shares or ADSs would be subject to potential dilution.

 

We will not be able to offer shares to ADS holders or U.S. holders of shares pursuant to preemptive rights that we grant to our shareholders in connection with any future issuance of shares or sale of treasury shares unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to such rights and shares, or an exemption from the registration requirements of the Securities Act is available.

 

Such a registration statement may not be filed and an exemption from the registration requirements of the Securities Act may not be available. If owners of ADSs are unable to exercise preemptive rights because a registration statement has not been filed, the Depositary will attempt to sell such owners’ preemptive rights and distribute the net proceeds of the sale (net of the depositary’s fees and expenses) to the holders of the ADSs, provided that a secondary market for such rights exists and a premium can be recognized over the cost of any such sale. It is possible that a secondary market in preemptive rights may not develop in connection with any future issuance of shares or, if such a market does develop, a premium may not be able to be realized on their sale.

 

If preemptive rights cannot be sold, they will expire, and holders of ADSs will not realize any value from the grant of such preemptive rights. In either case, the equity interest in us of the holders of ADSs would be diluted proportionately.

 

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ADS holders may not be able to exercise redemption rights that are granted by the Chilean corporations Law to registered shareholders of publicly traded Chilean corporations.

 

Under Ley sobre Sociedades Anónimas No. 18,046, as amended (the “Chilean Corporations Law”), if any of the following resolutions is adopted by our shareholders at any extraordinary shareholders meeting, dissenting shareholders have the right of redemption and can require us to repurchase their shares, subject to the fulfillment of certain terms and conditions. A dissenting shareholder is a shareholder who either attends the shareholders meeting and votes against a resolution which results in a redemption right or, if absent from the shareholders meeting, a shareholder who notifies the company in writing within 30 days of the shareholders meeting of his opposition to the resolution and that he is exercising his redemption right.

 

The resolutions that result in a shareholder’s redemption right are the following:

 

·                  our transformation into a different type of legal entity;

 

·                  our merger with or into another company;

 

·                  the disposition of 50% or more of our assets, whether or not that sale includes our liabilities or the proposal or amendment of any business plan involving the transfer of more than 50% of our assets; the sale of 50% or more of the assets of an affiliate which represents at least 20% of the assets of the corporation, as well as any sale of its shares which would result in us ceasing to be in control of such subsidiary;

 

·                  the granting of security interests or personal guarantees to secure or guarantee third parties’ obligations exceeding 50% of our assets, except with regard to security interests or personal guarantees are granted to secure or guarantee obligations of our subsidiaries;

 

·                  the creation of preferential rights for a class of shares or an amendment to those already existing, in which case the redemption right only accrues to dissenting shareholders of the class or classes of shares adversely affected;

 

·                  the amendment of our Bylaws to correct any formal defect in our incorporation, which might cause our Bylaws to be null and void, or any amendment of our Bylaws that grants a shareholder a redemption right;

 

·                  the approval by our shareholders of our ceasing to be subject to the regulations applicable to publicly held corporations in the event we no longer meet the requirements under Chilean law to qualify as such a corporation; and

 

·                  any other causes as may be established by Chilean law and our Bylaws (our Bylaws currently do not establish any instances).

 

In addition, shareholders of a publicly held corporation have a redemption right if a person acquires two-thirds or more of the outstanding voting stock of the company and does not make a tender offer for the remaining shares within 30 days of that acquisition at a price not lower than the price that would be paid shareholders exercising their redemption rights. However, the right of redemption described in the previous sentence does not apply in the event the company reduces its capital as a result of not having fully subscribed and paid an increase of capital within the statutory term.

 

Finally, shareholders of a publicly held corporation have the right of redemption within 30 days after the date when the controller acquires more than 95% of the shares of the company. These redemption rights must be exercised within 30 days.

 

ADS holders own a beneficial interest in shares held by the Depositary and, accordingly, they are not shareholders of the Company. The Depositary will not exercise redemption rights on behalf of ADS holders. Accordingly, in order to ensure a valid exercise of redemption rights, an ADS holder would have to cancel his ADSs and become a registered shareholder of the Company no later than the date which is five Chilean business days before the shareholders’ meeting at which the vote which would give rise to redemption rights is taken, or the applicable record date for redemption rights that arise other than as a result of a shareholder vote. Redemption rights must then be exercised in the manner prescribed in the notice to shareholders that is required to be sent to shareholders of Chilean public companies advising such holders of their right of redemption. If an event occurs that gives rise to redemption rights, ADS holders will have a limited time to cancel their ADSs and to become registered shareholders of the Company prior to the record date for the shareholders meeting or other event giving rise to such redemption rights. If an ADS holder does not become a registered shareholder of the Company prior to such record date he will not be able to exercise the redemption rights available to registered shareholders.

 

Item 4. Information on the Company

 

A. HISTORY AND DEVELOPMENT OF THE COMPANY

 

General Information

 

We are a publicly-held stock corporation (sociedad anónima abierta) organized under the laws of Chile and have an indefinite corporate duration. We were incorporated by a public deed dated November 10, 1978. This abstract is recorded on page 13808 No. 7412 of the Registro de Comercio de Santiago (Commercial Registry of Santiago) for the year 1978. Our legal name is “Cencosud S.A.” Our registered office is located at Av. Kennedy 9001, Piso 6, Las Condes, Santiago, Chile and our main telephone number is 56 (2) 2959-0000.

 

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History

 

Our history has been one demonstrating organic growth as well as significant acquisitions designed to enhance our footprint in the industries in which we operate and increase our market share and brand recognition.

 

1960—2001

 

We trace our origins to the opening in 1960 of our first supermarket, with a selling area of 160 square meters, in Temuco, Chile. In the mid-1970s, we expanded our business by opening the first Jumbo hypermarket in Chile, with a selling space of 7,000 square meters, located on Kennedy Avenue in Santiago.

 

In 1982, we began our operations in Argentina with the opening of Argentina’s first Jumbo hypermarket which had a selling space of 9,282 square meters. We continued to expand in Argentina with the construction of Unicenter in 1988, Argentina’s largest shopping center. In 1993, we opened Lomas Center, the first shopping center in the south of the Buenos Aires metropolitan area. In 1994, we opened San Martin Factory (an outlet shopping center). In 1996, we opened Palermo shopping center in Buenos Aires. Between 1997 and 2003, we opened Quilmes Factory (an outlet shopping center), Palmas de Pilar and El Portal de Escobar, all of which are located in Greater Buenos Aires.

 

In 1993, we expanded our shopping center business in Chile by opening Alto Las Condes. In the same year, we expanded our line of business by opening Easy home improvement stores in Chile and Argentina which offer products required to improve and maintain a home, as well as construction materials and design and decoration products. That year, we opened our first Easy home improvement stores in the Alto Las Condes shopping center in Chile and in the Parque Brown Factory shopping center in Argentina.

 

2002—2006

 

In 2002, we continued our expansion in Chile by opening three new Jumbo hypermarkets, four new Easy home improvement stores and the Portal La Reina shopping center. In November 2002, we significantly expanded our presence in the Chilean home improvement sector through the acquisition of Proterra, a small chain of do-it-yourself stores in southern Chile, and converted its seven stores to our Easy home improvement stores. In 2002, we acquired the operations of Home Depot (Argentina).

 

In 2003, we acquired the supermarket chain Santa Isabel making us the second-largest supermarket operator in Chile in terms of revenues according to our estimations. We also opened two new shopping centers, the Florida Center and Portal La Dehesa, both in Santiago. We also started our credit card business with the incorporation of our Cencosud Administradora de Tarjetas de Crédito S.A. subsidiary, and the launching of the Jumbo Más credit card.

 

In April 2004, we acquired Las Brisas supermarket chain, which enhanced our geographical coverage in several areas including Valparaíso and Concepción through the addition of 17 new stores. In May 2004, we completed our initial public offering in Chile and were listed on the Santiago Stock Exchange. At the same time, we issued ADSs in the international capital markets in a private offering pursuant to Rule 144A and Regulation S, raising over U.S.$330 million. In November 2004, through the acquisition of the supermarket chain Montecarlo, we consolidated our position as the second-largest supermarket operator in Chile. In November 2004, we also acquired the supermarket chain Disco in Argentina, one of Argentina’s largest supermarket chains, which we believe consolidated our position as the second-largest supermarket operator in that country in terms of revenues. Moreover, in October 2004, we opened a new shopping center in Argentina, Portal de Rosario, which we believe, currently, is the largest in the Rosario area in terms of revenues.

 

In March 2005, we entered into the department stores business through the acquisition of Empresas Almacenes Paris S.A., one of Chile’s most important department stores chains and which also operated a travel agency, an insurance broker, Banco Paris and Administradora de Créditos Comerciales ACC S.A. In September 2005, we rebranded our Las Brisas and Montecarlo brands under Santa Isabel brand, in order to consolidate and enhance our supermarket business.

 

2007—2011

 

In June 2007, we acquired other two supermarket chains in Chile, Infante which operates in the city of Antofagasta and Economax with a significant presence in Santiago’s downtown, adding in total 16 new stores to our supermarket business. Likewise, we expanded our retail department store business by acquiring the Foster and Eurofashion clothing store chain which sells the popular clothing brands Foster, JJO and Maritimo. In November 2007, we acquired the GBarbosa supermarket and hypermarket chain which operated both formats in the northeast region of Brazil with a total of 46 stores.

 

In December 2007, we entered into an agreement to acquired GSW S.A., the operator of the Wong chain of supermarkets, hypermarkets and shopping centers in Peru. Pursuant to this agreement the Wong family acquired a percentage of our shares and consequently became one of our main shareholders.

 

In May 2007, we entered into a joint venture agreement with Casino Guichard-Perrachon S.A. (“Casino”) in order to develop the home improvement store business in Colombia. Pursuant to the joint venture, initially we had a 70% interest in the joint venture and were in charge of the operational administration of Easy Colombia S.A., with Casino owning the remaining 30%. In April 2009, we acquired Casino’s shares in the joint venture, increasing our ownership stake to 100%.

 

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In 2008, we entered the financing business in Argentina, with the launch of the Cencosud credit card and the opening of an insurance brokerage company in Argentina. In September 2008, we acquired Blaisten, a professional do-it-yourself store in Argentina.

 

In 2010, we expanded our footprint in the Brazilian market through the acquisition of three supermarket chains. In March 2010, we acquired the four-store Super Familia supermarket chain which we estimate to be the third-largest in the city of Fortaleza, in the state of Ceara. In April 2010, we entered the high-end retail market in Brazil with the acquisition of Perini Comercial do Alimento Ltda., operator of the four-store chain of Perini supermarkets in the city of Salvador, in the state of Bahia. Perini is a well-known brand in Brazil with 46 years in the market and complements our existing operations in Brazil. In October 2010, we acquired what we estimated to be the largest supermarket chain in the Brazilian state of Minas Gerais, Bretas, with 62 stores in three Brazilian states at the time of acquisition: Minas Gerais, Goias and Bahia. With the Bretas acquisition, we consolidated our position as Brazil’s fourth-largest supermarket operator in terms of revenues, as measured by ABRAS.

 

At the beginning of 2011 we issued U.S.$750 million aggregate principal amount of bonds due 2021 in a 144A/Reg-S offering in the international capital market, with a fixed interest rate of 5.50%. Additionally, in June 2011 we issued a local bond in Chilean pesos, for the amount of Ch$54,000 million aggregate principal amount of bonds due 2031 in the local Chilean market, with a fixed interest rate of 7.40%.

 

In March 2011, UBS AG London Branch (“UBS”) executed a shareholders agreement to purchase from certain investors a 38.636% stake in Cencosud’s subsidiary Jumbo Retail Argentina, which operates our supermarkets in Argentina, for U.S.$442 million.

 

In August 2011, Cencosud Brasil Comercial Ltda. (“Cencosud Brasil Comercial”), Irmãos Bretas, Filhos e Cia. Ltda. (“Bretas”), Mercantil Rodrigues Comercial, Ltda. (“Mercantil Rodrigues”), Perini Comercial de Alimentos Ltda. (“Perini”) and Cencosud Brasil entered into an agreement with Banco Bradesco pursuant to which Banco Bradesco agreed to render financial services in Cencosud stores in Brazil, particularly regarding the exclusive issuance and operation of the Cencosud Card credit card (Cartão Cencosud), as well as the offer, within Cencosud stores in Brazil, of consumer loans, purchase financing and insurance products. Prezunic is currently not included in this venture.

 

In 2011, we continued expanding into the Brazilian market through the acquisition of Cardoso. Cardoso was at that time a three-store supermarket chain in the state of Bahia, with net sales of approximately R$60 million (U.S.$35.9 million) in 2011. Cencosud paid a purchase price of U.S.$11.3 million. We have converted the acquired stores to the GBarbosa format and are now operating under this brand.

 

In December 2011, we acquired 85.58% of the capital stock of in Johnson’s S.A. for an aggregate purchase price of Ch$32,606 million. Johnson is a department store with 39 stores throughout Chile using the Johnson brand and 13 stores using the FES brand. FES stores were closed during the 2013 period. In December 2013 Cencosud executed its option to purchase the remaining shares that were not held by it and paid UF 315,935.76 in connection therewith.

 

With the acquisition of Johnson we are able to target low and middle income market segments, in a similar fashion as with the acquisition of Santa Isabel in the supermarkets division, as Johnson stores are smaller, targeted to low and mid income consumers and better located to target that market segment.

 

2012— Present

 

On January 2, 2012, we acquired 100% of the capital stock of Prezunic. The aggregate purchase price of the operation was R$875 million (or approximately Ch$242,690 million), payable as follows: R$580 million on the closing date of the transaction (January 2, 2012), with the balance to be paid as follows: R$80 million, R$85 million, R$80 million and R$50 million, on the first, second, third and fourth anniversary of the closing date, respectively. We estimate that Prezunic is the third-largest supermarket chain in Rio de Janeiro with 31 stores.

 

On June 13, 2012, we opened Costanera Center shopping mall, the largest shopping center in Chile a landmark development for the city of Santiago. On June 29, 2012, we repurchased 38.636% of the capital stock of Jumbo Retail Argentina from UBS. On July 3, 2012, we completed our SEC-registered initial public equity offering of 105,000,000 common shares in the form of common shares and ADSs listed on the New York Stock Exchange.

 

On November 30, 2012, we completed the acquisition of the former operation of Carrefour Colombia for a total purchase price equal to €2 billion subject to adjustments pursuant to the stock purchase agreement related thereto. The Acquired Companies operated supermarkets under the “Carrefour” and “Maxi” brand names in Colombia.

 

The acquisition included the purchase of 92 total stores, including 72 hypermarket stores, 16 convenience stores, and four cash and carry stores and gas stations. The stores acquired are located in nine of the ten largest cities in Colombia. We believe this transaction placed Cencosud as the second largest supermarket operator in Colombia in terms of sales and consolidates the existing presence of the Company’s Easy stores in Colombia. However, since the acquisition, Cencosud has become the third largest supermarket player in the Colombian Market as per data made available by Nielsen. All such supermarket stores had dropped the Carrefour brand and have been operating under the Jumbo and Metro brands since May 31, 2013.

 

On December 6, 2012, the Company issued U.S.$1,200 million aggregate principal amount of bonds due 2023 in a Rule 144A and Regulation S offering in the international capital markets. The bonds due 2023 accrue interest at a fixed rate of 4.875%.

 

In February 2013, we announced a preemptive rights offering in the Chilean market pursuant to a capital increase for the amount of U.S.$1,600 million. Proceeds of this offering were used for the prepayment of the outstanding bridge loan facility we incurred to finance our acquisition of Carrefour’s operations in Colombia in the amount of US$1,500 million, with the remainder to repay other short term liabilities,

 

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including debt facilities related to our Brazilian operations. This offering was completed on March 14, 2013, raising Ch$770,647 million (98.9% subscription). The remainder of the offered shares was successfully auctioned at the Santiago stock exchange.

 

On June 20, 2014, BNS and Scotiabank Chile S.A. (together “Scotiabank”) and the Company together with its subsidiaries, Cencosud Retail S.A. and Easy S.A., executed the Joint Venture Framework Agreement whereby, subject to certain conditions and governmental approvals, Scotiabank purchased 51% of the shares in the Subject Companies for the amount of U.S.$280 million and also provided financing for 100% of CAT’s financial services portfolio in Chile, which currently amounts to approximately U.S.$765 billion. The Joint Venture Framework Agreement contemplates that the parties will develop, on a joint basis, the retail finance business in Chile. The Joint Venture Framework Agreement provides that the Business shall be operated through (i) CAT, a subsidiary of Cencosud that is in the business of issuing credit cards, and (ii) Cencosud Administradora de Procesos S.A., Cencosud Servicios Integrales S.A., and Cencosud Corredores de Seguros y Servicios Ltda., or other companies to be established by Cencosud for purposes of the Joint Venture Framework Agreement, to assist in developing the Business, including information processing and collection activities related thereto. Under this agreement, we believe that 2.5 million cardholders will benefit from easier access to new products and financial services and the expertise of Scotiabank, while receiving the Company’s client benefits at our Jumbo, Santa Isabel, Easy, Paris and Johnson stores and shopping centers. In addition to numerous benefits to clients, the new company will seek to achieve synergies that we believe should result in lower operational costs. This association is framed within the Company’s long term strategic plan to boost financial services offered to clients without utilizing Company capital, implementing the same model that has already been successful in our Brazil and Colombia operations. This transaction received regulatory approval for the full implementation of the joint venture framework agreement on April 13, 2015.

 

On September 4, 2014, the holders of the Series E and F bonds issued by the Company registered in the Securities Registry of the Superintendencia de Valores y Seguros (Superintendency of Securities and Insurance) under number 530 (“Issuance No. 530”), approved the amendment of the Bond Issuance Line of Debt Title that regulates the terms and conditions of said Issuance No. 530 (the “Indenture for Series E and F”). The amendments allow the Company to reduce its equity participation in CAT to as low as 45% of said equity. The aforementioned amendments were intended to prevent a default under the Indenture for Series E and F in connection with the consummation of the transactions contemplated in the Joint Venture Framework Agreement.

 

On October 17, 2014, the Company announced that it was calling its Series A, C and D bonds issued under the number 443 (“Issuance No. 443”) of the securities registry for early redemption, and communicated the same to the Superintendencia de Valores y Seguros. As specified in the announcement, the Issuance No. 443 bonds were scheduled to be redeemed on November 19, 2014. Issuance No. 443 bonds totaled an aggregate amount of UF 10,000,000. Payment for the bonds was to be made in Chilean pesos according to the value of the UF on the redemption date. The Company had previously sought, but failed to obtain, the consent of its Issuance No. 443 bondholders for amendments to the related Bond Issuance Line of Debt Title on September 4, 2014 that would have allowed it to reduce its equity participation in CAT to as low as 45% of said equity, which was necessary for the Company to consummate the transactions contemplated in the Joint Venture Framework Agreement. The redemption of the Issuance No. 443 bonds paved the way for the full implementation of the Joint Venture Framework Agreement.

 

On January 30, 2015, the board of directors of the Company resolved to evaluate a possible separation of the Company’s Shopping Centers Division. The possible separation was contemplated to primarily involve shopping centers in Argentina, Chile, Peru and Colombia, coupled with the development of a plan for investment in additional expansions and new projects with the proceeds obtained from such separation, with the Company expecting to maintain a majority stake in the resulting entity. The process however is currently on standby and no decision to proceed has been made.  Any transaction ultimately undertaken with respect thereto will be subject to approval by the board of directors of the Company as well as the procurement of any other regulatory approvals required under applicable law.

 

On February 12, 2015, the Company successfully accessed the international debt capital markets and issued U.S.$1,000 million of debt securities in a two-tranche offering in an effort to refinance liabilities including the repayment of the aforementioned bridge loan facility with BNS and HSBC Bank USA, N.A. The balance of the proceeds was used to refinance certain outstanding liabilities. This refinancing is expected to allow the Company to proceed with its organic expansion program released on January 30, 2014 for years 2015 through 2018.

 

On August 5, 2015 Cencosud received authorization to commercialize the first 15,000 square meters of the office towers of Costanera Center, which will be distributed among towers 2 and 4 of the complex. On August 11, 2015, the Company opened Sky Costanera, a sky deck located on floors 62 and 63 of the Costanera Tower.

 

On November 4, 2015, Cencosud announced the agreement to sell 39 pharmacies that the group operated within its supermarkets in Colombia, to Droguerias Cruz Verde.

 

On February 10, 2016, Cencosud announced the sale of 47 pharmacies that the group operated within its supermarkets in Peru, to Mifarma. The deal included the transfer of assets and leasing of the stores for a period of 10 years starting in March 2016.

 

On April 18, 2016 Cencosud sold its 33.3% stake in Mall Viña del Mar S.A. a company that owns and operates a shopping center in Viña del Mar and a shopping center in Curico, for UF 4,275,000 (approximately U.S.$160 million).

 

On July 11, 2016 Cencosud announced the filing of the prospectus for a registered public secondary offering through a process known as Subasta de Libro de Órdenes in compliance with the Chilean Law and the rules of the Santiago Stock Exchange. On July 19, 2016 Inversiones Tano Limitada completed the Offering of 170.6 million common shares of the Company. Cencosud S.A. did not receive any proceeds related to this offering. Following the transaction, the Paulman family’s share ownership in the Company decreased to 53.76%.

 

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On September 29, 2016, we renewed the JV agreement with Colpatria (a subsidiary of Scotiabank) to jointly develop the financial retail business in Colombia. The agreement is a 15 year term contract which involves a one-time payment from Colpatria to Cencosud, and the distribution, in equal parts, of future business profitability.

 

On November 4, 2016 Cencosud announced the sale of Teleticket, a ticketing agency for shows in Peru. The sale also includes the leasing of 36 sales modules located in our stores; Wong, Metro and Paris.

 

On November 30, 2016, the Company issued two bond series in the Chilean local market: Series P Bonds and Series R Bonds. The Series P Bonds, in the amount of 5,000,000 UF have a maturity date of November 7, 2022, a nominal rate of 4.70% per year and a fiscal interest rate of 5.34%. The Series R Bonds, in the amount of 5,000,000 Unidades de Fomento have a maturity date of November 7, 2041, a nominal rate of 2.70% per year and a fiscal interest rate of 3.39%. The Series P and Series R bonds were issued in accordance with the tax regime established by Article 104 of the Income Tax Law contained in Decree Law No. 824 of 1974, as amended.

 

Principal Capital Expenditures for Organic Expansion

 

Capital expenditures totaled Ch$208,173 million, Ch$ 171,606 million and Ch$227,423 million for the years ended December 31, 2016, 2015 and 2014, respectively. For a discussion of our capital expenditures and future projections, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures and permanent investments.”

 

B. BUSINESS OVERVIEW

 

Our Company

 

We believe we are one of the leading multi-brand retailers in South America, based on revenues, selling space, number of stores and gross leasable area in the sectors and countries in which we operate. See “—Industry Overview and Competition” for more explanation on the methodology we use to calculate our market position in such sectors and countries. We operate through a number of formats, including supermarkets, home improvement stores, shopping centers and department stores. We are headquartered in Chile and have operations in Chile, Argentina, Brazil, Colombia and Peru. Our business consists of five segments, including three retail segments, which allows us to reach a wide range of customers offering various combinations of products, price, quality and service. The company believes Peru and Colombia are high growth and underpenetrated markets due to their favorable demographics, sustainable household consumption growth and low formal retail penetration as described in herein and in “Industry Overview and Competition.” As a complement to our core retailing business, we are actively involved across the region in the commercial real estate development business, particularly in Chile, Argentina, Colombia and Peru, with 53 shopping malls representing 778,848 square meters of gross leasable area as of December 31, 2016, and we also offer private label credit cards, consumer loans and limited financial services to our retail customers.

 

For the year ended December 31, 2016, we had 1,171 stores and shopping centers with an aggregate of 4,411,922 square meters of selling space and had assets of Ch$10,448,757 million, liabilities of Ch$6,364,706 million, net earnings attributable to controlling shareholders of Ch$387,797 million, and shareholders’ equity of Ch$4,084,052 million.

 

Throughout our 50-year history of growth we have developed, acquired, integrated and expanded several retail businesses with strong brands in the various markets where we operate. Since January 1, 2005, we have grown our total number of stores and shopping centers from 425 to 1,170 as of December 31, 2016 and the total selling space of our retail stores and shopping centers from 1,433,838 to 4,411,922 square meters as of December 31, 2016. In addition, over the same period, we completed several strategic acquisitions that have significantly increased the size and geographic scope of our operations.

 

We believe that our strategy of operating as an integrated multi-format and multi-brand retailer, combined with our broad product offering and portfolio of brands has been one of the key strategic advantages in the successful growth of our businesses. Today we operate a diversified operational and geographic footprint across South American markets with highly attractive demographics and strong macroeconomic fundamentals. We believe that our broad presence and our competitive position across key markets will continue to allow us to consolidate the retail market and to benefit from the expected strong growth in underpenetrated retail markets such as Brazil, Colombia and Peru.

 

The following table presents our total number of stores and shopping centers by country as of December 31, 2016:

 

 

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

Total

 

Supermarkets

 

245

 

283

 

211

 

91

 

103

 

933

 

Home improvement stores

 

35

 

51

 

0

 

0

 

10

 

96

 

Department stores

 

79

 

0

 

0

 

10

 

0

 

89

 

Shopping centers

 

25

 

22

 

0

 

4

 

2

 

53

 

Total

 

384

 

356

 

211

 

105

 

115

 

1.171

 

 

In summary, highlights of our commercial activities include:

 

·                  1,171 stores and shopping centers as of December 31, 2016.

 

·                  4,411,922 square meters of selling space as of December 31, 2016.

 

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·                  A total of 5,9 million active credit cards issued and U.S.$2.2 billion in credit card operations as of December 31, 2016

 

The following table indicates the percentages of revenues from ordinary activities and gross profit that each of our geographical markets represented for the period indicated:

 

 

 

Year Ended December 31, 2016

 

 

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

 

 

(in millions of Ch$)

 

Revenues from ordinary activities (continuing operations)

 

4,342,505

 

2,528,990

 

1,589,768

 

986,986

 

884,753

 

Gross profit

 

1,247,865

 

933,311

 

346,116

 

261,439

 

187,800

 

 

We are organized in six business segments: supermarkets, home improvement stores, department stores, shopping centers and financial services, plus complementary activities described as “Other.”

 

Supermarkets. We operate 933 supermarkets throughout Chile, Argentina, Brazil, Peru and Colombia as of December 31, 2016, selling a wide variety of name brand and private label products. We believe that we are the second-largest supermarket operator in Chile, in terms of revenues, based on our comparisons against information from public filings of our main competitors as of December 31, 2016, the second largest in Argentina and Peru, based also on information provided by a third-party market researcher, Nielsen. We pioneered the hypermarket format in Chile with the opening of our first Jumbo hypermarket in 1976. Since then, we have expanded and grown our supermarkets division, and as of December 31, 2016 we operated a total of 245 supermarkets in Chile under the Santa Isabel and Jumbo brands. We operate 283 supermarkets under Jumbo, Disco and Super Vea brands in Argentina, as of December 31, 2016.

 

In Brazil, as a result of our acquisitions, we are now the fourth-largest supermarket operator in terms of revenues, according to the ABRAS. We estimate that we are the largest operator in the state of Minas Gerais, the second-largest in the northeast of Brazil, and the third-largest in the state of Rio de Janeiro, all in terms of sales. Our operations in Brazil comprise 211 supermarkets.

 

According to Nielsen, we are the second largest supermarket operator in Peru in terms of sales, with 91 stores as of December 31, 2016.

 

In Colombia we are the third largest player in the food retailing industry according to Nielsen data as of December 31, 2016. Our operations in the country comprise 103 supermarkets operating under the Metro and Jumbo brands. See “—A. History and Development of the Company—History.”

 

Home improvement stores. We believe we are the second-largest home improvement store operator in Chile and the largest in Argentina in terms of revenues based on our comparison against publically filed information from our main competitors as of December 31, 2016. We sell a wide variety of building and other materials, including name brand and private label products. As of December 31, 2016, we have 35 Easy home improvement stores and 325,315 square meters of home improvement store selling space in Chile and 51 Easy and Blaisten home improvement stores and 391,546 square meters of home improvement store selling space in Argentina. In October 2008, we opened the first home improvement store in Colombia and as of December 31, 2016 we have 10 Easy home improvement stores and 82,320 square meters of selling space in Colombia.

 

Department stores. We believe that we are the second-largest department store operator in Chile, in terms of revenues based on our comparison against information from public filings of our main competitors as of December 31, 2016. We also believe we have the largest selling space for department stores in Chile. We operate 79 department stores in Chile under the Paris and Johnson brands with 377,288 square meters of total selling space as of December 31, 2016 and 10 Paris stores in Peru with selling space of 55,333 square meters. Our Paris stores sell a wide variety of merchandise such as apparel, home furnishings, electronics and sporting goods, including name brand and private label products. We began the use of a two-brand strategy in Chile after acquiring an 85.58% interest in Johnson, which at the time operated 39 stores throughout Chile under the Johnson brand and an additional 13 stores using the FES brand with a total selling space of 117,569 square meters. This acquisition added 43.2% of selling space over our existing Paris stores. FES stores were closed during the 2013 period. We completed the acquisition of the remainder of outstanding shares of Johnson on December 18, 2013.

 

Shopping centers. We believe that we are the second-largest operator of shopping centers in each of Chile and the largest Argentina, in terms of total leasable area based on our comparisons against publically filed information from our main competitors as of December 31, 2016. As of December 31, 2016, we own and manage 25 shopping centers in Chile, 22 in Argentina four in Peru and two in Colombia with a total gross leasable area to third parties of 778,848 square meters. In Chile and Argentina, each of our shopping centers contains a Jumbo hypermarket, an Easy home improvement store and, in Chile, a Paris department store as well as other third-party-owned businesses intended to attract customers and enhance their overall shopping experience.

 

Financial services. We established our financial services division in 2003 when we launched our “Jumbo Más” credit card to facilitate in-store purchases and, since then, have significantly increased our credit card operations in Chile, Argentina, Brazil, Colombia and Peru. We have grown both through our own private-label cards and joint ventures with third party bank issuers of credit cards, primarily to finance customers’ purchases in our stores. We also own Banco Paris, a specialty retail consumer bank in Chile, which provides mortgage loans. In August 2010, we launched our own private label credit card in Peru and we are expanding our offerings of financial services. In 2011, we established Banco Cencosud in Peru and in June 2012 we received the operation license from the banking superintendence (Superintendencia de Bancos y Seguros), and started operations in August 2012 through our Cencosud credit card. In 2011, we entered into an agreement with a major Brazilian bank, Banco Bradesco, to offer financial services for all our stores in Brazil, namely the exclusive issuance and operation of the Cencosud Card credit card (Cartão Cencosud), as well as the offer, within Cencosud stores in Brazil, of consumer loans, purchase financing and insurance products. Prezunic is currently not a participant in the above-mentioned joint venture. On June 20, 2014, Cencosud, together with its subsidiaries Cencosud Retail S.A. and Easy S.A., entered into a framework agreement (the “Joint Venture Framework Agreement”) with The Bank of Nova Scotia (“BNS”) and its wholly owned

 

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subsidiary Scotiabank Chile, to further develop, on a joint basis, the retail finance business in Chile). In 2Q15, the Company completed the transaction with the Bank of Nova Scotia (Scotiabank) to form a joint venture to manage the financial services business in Chile. As part of the agreement, Scotiabank Chile acquired a fifty-one percent (51%) controlling interest of each of the Subject Companies, and Cencosud retained the remaining forty-nine percent (49%) non-controlling interest of each of the Subject Companies. This framework agreement has a lifespan of 15 years.

 

As of December 31, 2016, we had a total of 5.9 million credit cards and other accounts in Chile, Argentina, Brazil, Colombia and Peru. As of December 31, 2016, we also had U.S.$2.2 billion in customer loans outstanding. Our financial services segment also includes our insurance brokerage services in Argentina, Chile, Brazil and Peru.

 

Other. In our “Other” segment we include the results of our Chile-based Aventura entertainment centers, which offer families the ability to enjoy different entertainment activities, such as electronic games, bowling and birthday parties; our frequent purchaser loyalty programs, which provide discounts and other promotions for our customers; and our corporate back-office, treasury and other operations.

 

For the years ended December 31, 2016, 2015 and 2014, results from our “Other” segment represented 0.1%, 0.0% and 0.2%, respectively, of our consolidated revenues.

 

See also, “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Trends and Factors Affecting Our Results of Operations—Impact of Acquisitions” for additional details regarding our acquisition activities in recent years.

 

 

 

Year Ended December 31, 2016

 

 

 

Supermarkets

 

Home
improvement

 

Department
stores

 

Shopping
centers

 

Financial
services

 

Other(30)

 

 

 

(in millions of Ch$)

 

Revenues from ordinary activities

 

7,487,810

 

1,294,348

 

1,126,931

 

238,722

 

177,683

 

7,506

 

Gross profit

 

1,887,346

 

444,980

 

315,965

 

207,612

 

117,865

 

2,763

 

 

We serve several markets through our extensive network of stores and shopping centers in South America under six diversified business segments. Our five principal segments are: supermarkets, home improvement stores, department stores, shopping centers and financial services. Through our various store formats and our numerous brands, we offer a full range of products intended to appeal to all types of consumers. The merchandise we carry includes one or more of the leading manufacturers in each category complemented by our offerings of our own private label brands. We believe the diversity and strength of our brands and our varied store formats allows us to compete effectively against our competitors, which range from traditional independent grocery stores and food specialists to mass market retailers.

 

As of December 31, 2016, our brand portfolio includes the following principal brands:

 

 

 

SUPERMARKETS

 

HOME
IMPROVEMENT

 

DEPARTMENT
STORES

Argentina

 

Jumbo, Disco and Vea

 

Easy, Blastein

 

Brazil

 

Prezunic, Gbarbosa, Bretas, Mercantil Rodriguez, Perini

 

 

Chile

 

Jumbo and Santa Isabel

 

Easy

 

Paris and Johnson

Colombia

 

Jumbo and Metro

 

Easy

 

Peru

 

Wong and Metro

 

 

Paris

 

We believe we have established a positive record in the operation of our businesses. The following table sets forth certain performance metrics(24) related to our consolidated growth for the periods presented:

 

 

 

Year Ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)(31)

 

Number of retail stores(32)

 

1,118

 

1,127

 

1,114

 

Total store area (square meters)

 

3,633,074

 

3,622,111

 

3,574,582

 

Net sales

 

10,333,001

 

10,991,338

 

10,711,029

 

 

Supermarkets

 

General

 

We pioneered the hypermarket format in Chile with the opening of our first Jumbo hypermarket in 1976. Since then, we have expanded and grown our supermarkets division, and at December 31, 2016 we owned a total of 245 supermarkets and hypermarkets in Chile operating under the

 


(30)  See “—Our Company” for a description of our “Other” segment.

(31)  Except numbers of stores and selling space.

(32)  Number of stores and total store area excludes shopping centers and Financial Services.

 

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Jumbo and Santa Isabel brands. We opened our first Jumbo hypermarket in Argentina in 1982 and in 2004 acquired the Disco supermarket chain, significantly enhancing our presence in Argentina and at December 31, 2016 we operated 283 hypermarkets and supermarkets under Jumbo, Disco and Vea brands in Argentina. We estimate that we are the second largest operator in Argentina and Chile in terms of sales.

 

In recent years, we have expanded beyond our traditional supermarket presence in Chile and Argentina and have made sizeable acquisitions in Brazil, Colombia and Peru. As a result, at December 31, 2016 we operated 211 supermarket and hypermarket stores in Brazil under the brands GBarbosa, Mercantil Rodrigues, Perini, Bretas and Prezunic. The Company is Brazil’s fourth-largest supermarket operator, in terms of revenues, according to ABRAS. In Peru, we operated 91 Metro and Wong hypermarkets and supermarkets at December 31, 2016. According to Nielsen, we are the second largest supermarket operator in Peru in terms of sales. In 2012, we entered the Colombian supermarket industry through the purchase of the second largest player in the country at that time. Our supermarket operations in the country were rebranded Jumbo and Metro. In 2013, the rebranding process was completed and Cencosud has focused on building brand awareness. According to information received from Nielsen we estimate that we are the third largest player in the Colombian market.

 

For the year ended December 31, 2016, our supermarkets generated revenues from ordinary activities and gross profit of Ch$7,487,810 million and Ch$1,887,346 million, respectively.

 

The following table sets forth, for the periods indicated, certain metrics related to our supermarket operations:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)(33)

 

Number of stores

 

933

 

944

 

934

 

Total selling space (square meters)

 

2,401,272

 

2,411,304

 

2,386,391

 

Average sales per store

 

8,026

 

8,523

 

8,736

 

Sales per square meter

 

3.12

 

3.34

 

3.42

 

 

The following table sets forth, for the periods indicated, the revenues from ordinary activities of our supermarkets per country:

 

 

 

Year ended December 31,

 

Revenues from ordinary activities

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Chile

 

2,616,198

 

2,504,714

 

2,354,805

 

Argentina

 

1,633,149

 

2,154,753

 

1,813,585

 

Brazil

 

1,587,849

 

1,677,543

 

2,154,313

 

Peru

 

838,635

 

867,511

 

836,676

 

Colombia

 

811,979

 

841,046

 

999,857

 

Total

 

7,487,810

 

8,045,566

 

8,159,237

 

 

Chile

 

At December 31, 2016, we operated 245 hypermarkets and supermarkets in Chile under the Jumbo and Santa Isabel brands, which together had 578,362 square meters of total selling space.

 

The following table sets forth certain information regarding our supermarkets in Chile as of and for the periods indicated:

 

 

 

Year ended December 31

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

245

 

245

 

224

 

Total selling space (square meters)

 

578,362

 

577,547

 

546,236

 

 

Our Jumbo hypermarkets are primarily oriented towards middle and upper-middle income consumers and are designed to provide a “one-stop” shopping experience by offering a wide selection of quality products with a high level of service. We tailor the product mix of each Jumbo hypermarket according to the preferences of consumers of each specific community. In recent years, we believe Chilean consumers have shown an increasing preference for food stores that offer not only a wide variety of traditional food and non-food items, but also an expanded assortment of prepared items and fresh fruits and vegetables. To respond to this trend, we have decided to upgrade, and continue to upgrade existing departments with product categories, such as the textiles, electronics and home appliance departments. This strategy allows us to provide consumers with a wider selection of food products and services, while shifting our sales mix toward higher-margin products.

 

We operate our supermarkets in Chile mainly under our Santa Isabel brand, which is primarily aimed at the low- to middle-income segment of the Chilean population. Our Santa Isabel stores sell a wide variety of food products and general merchandise items similar to that offered by our Jumbo hypermarkets; however, Santa Isabel stores also offer higher quality merchandise, and convenient locations. In addition, certain Santa Isabel stores feature higher margin specialty departments such as prepared foods, fresh seafood and bakery departments. Santa Isabel also offers products such as alcohol, cosmetics, household and other non-food items. We recently began using our Jumbo brand to open supermarkets aimed at a middle

 


(33)  Except numbers of stores and selling space.

 

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and upper-middle income consumers interested in quality products and a high level of service. These stores mainly market food items with a special focus on fresh fruits and vegetables while offering a wide array of ready-made foods.

 

Argentina

 

General

 

We operated 283 supermarkets in Argentina at December 31, 2016, which together had 524,821 square meters of total selling space.

 

The following table sets forth certain information regarding our supermarkets in Argentina as of and for the periods indicated:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

283

 

286

 

290

 

Total selling space (square meters)

 

524,821

 

526,475

 

529,428

 

 

We opened our first Jumbo hypermarket in Argentina in 1982. Our Jumbo hypermarkets and supermarkets are our largest stores in Argentina and have selling areas ranging from about 300 square meters to 12,223 square meters.

 

As in Chile and Colombia, the target market of our Jumbo hypermarkets in Argentina is primarily the middle to upper-middle income segment of the Argentine population. Our Jumbo hypermarkets are generally open 14 to 15 hours per day, depending on location, and have flexible closing hours to accommodate the requirements of the local community. In recent years, upper- and middle-class consumers have shown an increasing preference for food stores that offer not only a wide variety of traditional food and non-food items, but also an expanded assortment of prepared items and fresh fruits and vegetables. Thus, we choose our product mix according to the socioeconomic make-up of the customers at each hypermarket. Each of our Jumbo hypermarkets in Argentina has an area dedicated to customer parking.

 

As in Chile, our Jumbo hypermarkets in Argentina offer a wide range of food and non-food items, including fresh fruits and vegetables, baked goods, fresh meats and other grocery items. We select our products according to quality and value rather than looking to offer the lowest price products in the market. Jumbo also operates a virtual Supermarket (www.jumbo.com.ar) that allows our customers to place orders over the internet for home delivery.

 

Our supermarkets in Argentina operate under the Disco and Vea brands. Disco was founded in 1961 as a small grocery store and was acquired by Ahold in 1998. We acquired Disco on November 1, 2004 for approximately U.S.$315 million. This acquisition added 234 strategically located supermarkets to our operations in Argentina, thus adding an important presence in the city of Buenos Aires. Disco’s strategy has been to segment its stores into “service-oriented” (Disco) and “price-oriented” (Vea) formats. Disco also operates a virtual supermarket (Disco Virtual) which allows customers to place orders by telephone and over the internet for home delivery in the Buenos Aires and Córdoba metropolitan areas.

 

The target market of our Disco stores is primarily the middle- and high-income segment of the Argentine population. Disco has a service-oriented format and offers a wide variety of products and services to our customers. This format caters to more affluent customers who are willing to pay a premium for higher quality products, a more personalized service and a broader product assortment.

 

We also operate price-oriented stores under the Vea brand, which targets primarily the low- and middle-income segment of the Argentine population. Vea stores are primarily concentrated in the Cuyo (San Juan and Mendoza) and Northwest (Tucumán, Salta, Catamarca and Santiago del Estero) regions of Argentina and offer a lower level of services with a higher proportion of secondary brands and private labels.

 

Disco offers a wide range of food and non-food items, including fresh fruits and vegetables, baked goods, fresh meats, cleaning, health and beauty products and other grocery and supermarket items. In addition to general food and non-food items, Vea also sells a variety of home appliances, including televisions and refrigerators, as well as other household consumer products.

 

Brazil

 

In November 2007, we expanded our supermarket operations into Brazil with the acquisition of the GBarbosa chain of hypermarkets, supermarkets and electronics stores in the North-East region of Brazil, specifically in the states of Alagoas, Bahia and Sergipe. GBarbosa traces its origins to the opening of its first store in the city of Aracaju in July 1955 by its founder, Mr. Gentil Barbosa.

 

In 2010, we further expanded our operations in Brazil with the acquisitions of the Super Familia supermarket chain and the Perini supermarket chain. Our expansion continued in 2011, with the acquisition of Cardoso, a three-store supermarket chain in the state of Bahia. In 2012, we acquired Prezunic which we estimate is the third-largest supermarket chain in Rio de Janeiro.

 

As of December 31, 2016, we operated 211 stores in Brazil that together had 594,855 square meters of total selling space. In addition to these, we also operate 138 locations in numerous formats such as Eletro-show stores, pharmacies, gas station and delicatessen under our GBarbosa, Bretas and Perini brands in Brazil. For the year ended December 31, 2016, our supermarkets in Brazil generated revenues from ordinary activities of Ch$1,587,849 million, representing 15.4% of our consolidated revenues from ordinary activities for such period.

 

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The following table sets forth certain information related to our supermarkets in Brazil(34) for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

211

 

222

 

219

 

Total selling space (square meters)

 

594,855

 

611,363

 

602,194

 

 

GBarbosa. Our GBarbosa supermarkets represent our largest store format in Brazil. Our GBarbosa supermarkets have selling areas ranging from 400 to 8,000 square meters. GBarbosa supermarkets sell products such as fresh fruit and vegetables, meat, poultry, dairy products, alcoholic beverages, textiles, cosmetics and cleaning products, in addition to more gourmet items, such as delicatessen products, fresh fish and bakery items. Our GBarbosa supermarkets also offer a wide range of non-food products, such as electronics, home appliances and textiles, which represent an important share of its sales.

 

Mercantil Rodrigues. At December 31, 2014, we also owned and operated Mercantil Rodrigues cash and carry in Brazil. Mercantil Rodrigues offer a wide range of food items, including fresh fruits and vegetables, baked goods, fresh meats and other grocery items.

 

Super Familia. On March 23, 2010, we acquired 100% of the outstanding shares of Super Família Comercial de Alimentos Ltda., operator of the Super Familia supermarket chain in Brazil, in the city of Fortaleza, with a total sales area of 7,000 square meters, and two distribution centers. In 2011, we rebranded the Super Familia stores into the GBarbosa brand.

 

Perini. On July 5, 2010, we acquired 100% of the outstanding shares of Perini Comercial do Alimento Ltda., operator of the four-store chain of Perini supermarkets in the city of Salvador da Bahia in Brazil, for approximately U.S.$27.7 million (approximately Ch$14,899 million). Perini is a well-known brand in Brazil with 47 years in the market that targets the high-end retail customer segment and complements our business portfolio in Brazil. In addition to the four Perini stores in the city of Salvador da Bahia, we also acquired four additional points of sales inside shopping centers, with a total sales area of 4,900 square meters, and two distribution centers. In 2012, we opened a new Perini store in the city of Recife inside the Riomar shopping center and closed one distribution center. We currently operate five stores that are serviced by a single distribution center.

 

Bretas. On October 31, 2010, we acquired 100% of the outstanding shares of Irmaos Bretas Filhos e Cía. Ltda., operator of the 63-store chain of Bretas supermarkets in the state of Minas Gerais in Brazil, for approximately U.S.$705 million (approximately Ch$336,630 million). Bretas is a well-known brand in Brazil with 56 years in the supermarket industry. In addition to the 63 Bretas stores, we also acquired 10 additional gas stations, and two distribution centers.

 

Cardoso. In October 2011, we acquired Cardoso, a three-store supermarket chain in the state of Bahia, with annual net sales of approximately R$60 million (U.S.$35.9 million) in 2011, for a purchase price of R$18 million (approximately U.S.$11.3 million or Ch$5,429 million). We have converted the acquired stores to the GBarbosa format and are now operating them under that brand.

 

Prezunic. On January 2, 2012, pursuant to a stock purchase agreement executed on November 16, 2011, Cencosud Brasil acquired from the Dias Da Cunha family 100% of the capital stock of Prezunic. We estimate that Prezunic is the third-largest supermarket chain in Rio de Janeiro with 31 stores and net sales of approximately R$2.2 billion in 2011. The aggregate purchase price of the operation was R$875 million (or approximately Ch$242,690 million), payable as follows: R$580 million on the closing date of the transaction (January 2, 2012), from which R$190 million were deducted as working capital adjustments, with the balance to be paid as follows: R$80 million, R$85 million, R$80 million and R$50 million, on the first, second, third and fourth anniversary of the closing date, respectively. Pursuant to the stock purchase agreement, Cencosud Brasil was also granted a preferential right from third-party landowners to acquire or lease two supermarket properties that were not owned by Prezunic at the time of the transaction, but were instead leased. Under the terms of this agreement, Cencosud S.A. serves as guarantor of Cencosud Brazil.

 

Peru

 

On January 31, 2008, we acquired 100% of the shares of GSW S.A., operating under the brand name Wong in Peru, for approximately U.S.$467 million (approximately Ch$217,295 million). As of December 31, 2016, we operated 91 Wong and Metro hypermarkets and supermarkets in Peru which together had 272,001 square meters of total retail selling space. For the year ended December 31, 2016, our stores in Peru generated revenues from ordinary activities of Ch$838,635 million, representing 8.1% our consolidated revenues from ordinary activities for such period.

 

The following table sets forth certain information related to our Wong and Metro supermarkets and hypermarkets in Peru for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

91

 

90

 

87

 

Total selling space (square meters)

 

272,001

 

269,526

 

261,700

 

 


(34)  Excluding Eletro-show stores and pharmacies operating under the GBarbosa brand. See “—Other Operations—Electronic Stores” and “—Other Operations—Pharmacies.”

 

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As of December 31, 2016, we operated supermarkets and hypermarkets under our Metro and Wong brands in Peru. Metro stores carry our full line of products and brands, at a variety of price points. The target market of our Metro stores is primarily the middle- and low-income segment of the Peruvian population. Our Wong stores carry our full line of products and brands, at a variety of price points. In addition, some Wong stores contain separate specialty retail facilities operated by third parties. The target market of our Wong stores is primarily the middle- and high-income segment of the Peruvian population.

 

Colombia

 

On November 30, 2012, we completed the acquisition of Carrefour’s supermarket operations in Colombia, for a total purchase price equal to €2 billion. Carrefour previously operated supermarkets under the “Carrefour” and “Maxi” brand names in Colombia, including 72 hypermarket stores, 16 convenience stores, and four cash and carry stores and gas stations. See “Item 4. Information on the Company—A. History and Development of the Company—History.”

 

The following table sets forth certain information related to our supermarkets and hypermarkets in Colombia for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

103

 

101

 

100

 

Total selling space (square meters)

 

431,232

 

426,393

 

425,196

 

 

As of December 31, 2016 the hypermarkets we operated in Colombia had an average selling space of 4,187 square meters. These stores carry a varied assortment of goods at a variety of price points. Cencosud completed the rebranding of these supermarkets in the third quarter of 2013, bringing to the Colombian market its Jumbo and Metro brands. As in the other countries where we operate, Jumbo hypermarkets are primarily targeted at the upper- to middle-income segment of the population offering a wide range of imported products with high quality standards for its perishables and service. As in Peru our Metro hypermarkets target the mid to lower income segment of the population and have a more promotional approach offering a combination of competitive pricing through specific promotional activities and lower degree of service relative to Jumbo while trying to offer the highest quality product available at those prices.

 

As in Chile and Argentina, the target market of our Jumbo hypermarkets in Colombia is primarily the middle to upper-middle income segment of the Colombian population. Our Jumbo hypermarkets are generally open 14 to 15 hours per day, depending on location, and have flexible closing hours to accommodate the requirements of the local community. After the acquisition of Carrefour´s supermarket operations in Colombia Cencosud chose to rebrand locations aimed at this time of consumer under its flagship Jumbo brand. Cencosud aims to take best practices from its operations in Chile and Argentina to Colombia, taking its focus on food and particularly perishable items in conjunction to its service focus to the Colombian consumer. Our Jumbo locations are usually situated in areas of the country that support the need for an upper-middle income focused store and they adapt their product assortment to the needs of each community.

 

In addition to its Jumbo operations in Colombia, Cencosud also operates hypermarkets and supermarkets under its Metro brand. These hypermarkets have a greater focus on the middle-low income segment of the population. These stores are usually open 14 to 15 hours a day, depending on location and have flexible closing hours to accommodate the needs of the local community. Unlike Jumbo hypermarkets, Metro has a greater focus on competitive pricing strategies for its clients and is aimed at those that value price without neglecting quality.

 

Convenience stores. Our 19 convenience stores in Colombia operate under the Metro brand. These locations are aimed at a consumer that values proximity to a “one-stop shop” location. These supermarkets offer a limited variety of products due to the size of the locations.

 

Omnichannel: Our omnichannel strategy is comprised of web sales of non-food products under the Jumbo brand, and home delivery of food products for both Jumbo and Metro. We launched web sales of food products in April 2017.

 

Home improvement stores

 

General

 

In 1993 we opened our first Easy home improvement store segment in Chile and, since 2002, we have rapidly expanded our home improvement operations. As of December 31, 2016, we operated 96 Easy home improvement stores in Argentina, Chile and Colombia dedicated to home improvement, hobbies and construction. We believe we are the second-largest home improvement store operator in Chile and the largest in Argentina in terms of selling space, based on our comparisons against information from public filings of our main competitors as of December 31, 2016, and on information provided in the report by Planet Retail, a third-party research company, dated as of that date. In October 2008, we opened the first home improvement store in Colombia. For the year ended December 31, 2016, our home improvement stores generated revenues from ordinary activities and gross profit of Ch$1,294,348 million, Ch$444,980 million, respectively.

 

Our home improvement operations have expanded through organic growth over the past three years. The following table sets forth, for the periods indicated, information regarding the expansion of our home improvement operations:

 

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Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

96

 

95

 

93

 

Total selling space (square meters)

 

799,181

 

791,421

 

779,606

 

 

The following table sets forth, for the periods indicated, the revenues from ordinary activities of our home improvement stores per country:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Revenues from ordinary activities

 

 

 

 

 

 

 

Chile

 

520,224

 

494,849

 

465,520

 

Argentina

 

710,380

 

910,920

 

692,925

 

Colombia

 

63,744

 

63,476

 

67,171

 

Total

 

1,294,348

 

1,469,246

 

1,225,616

 

 

Chile

 

In Chile, we operate our home improvement store business through 35 Easy home improvement stores. For the years ended December 31, 2016, 2015 and 2014, Easy home improvement stores in Chile generated revenues from ordinary activities of Ch$520,224 million, Ch$494,849 million and Ch$465,520 million, respectively, representing 5.0%, 4.5% and 4.3% of our consolidated revenues from ordinary activities during those periods.

 

The following table sets forth certain information related to our Easy home improvement stores in Chile for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

35

 

35

 

33

 

Total selling space (square meters)

 

325,315

 

325,315

 

313,500

 

 

Our Easy home improvement stores are oriented toward three groups of consumers: professional construction contractors and home improvement professionals, people interested in “do-it-yourself” projects and hobby enthusiasts. Each store is designed to provide customers with a “one-stop” shopping experience for home improvement needs. Our Easy home improvement stores offer a wide variety of home improvement items, including hardware, tools, construction and plumbing materials, electrical products, sporting goods, gardening supplies and other household wares. To complement our products and enhance service, each of our Easy home improvement stores also provides for free, or at a nominal charge, technical advice, home delivery, recommended contractors or builders, and cutting of wood and steel. Additionally, Easy allows customers to return unused products for any reason within a certain period of time.

 

Easy has a centralized purchasing model based on demand forecasting. However, each store can generate its own supplementary purchases. Price and commercial terms are overseen by different business managers in charge of negotiating with major providers. The product mix is determined based on the needs of the particular community that the store serves. Each year a commercial agreement is signed with each of our suppliers. These commercial agreements are standard for all suppliers and cover the terms on which goods are bought by Easy including volume, discounts, marketing expenses born by the supplier, fees charged for the use of space in the store, logistics expenses, and space in new stores. At December 31, 2016, our Easy home improvement stores in Chile have an average of 9,295 square meters of selling area. Each of our Easy home improvement stores has easily accessible car parking and many are located at our shopping centers. Our Easy home improvement stores offer a variety of products, including (i) flooring, paints, bath and kitchen materials; (ii) home, furniture, garden and hobby materials; (iii) hardware, electrical and plumbing materials; (iv) building and wholesale construction materials; and (v) agricultural products.

 

Argentina

 

In Argentina, we operate our home improvement store business through 51 Easy and Blaisten home improvement stores, which had 391,546 square meters of total selling space as of December 31, 2016. For the year ended December 31, 2016, our home improvement stores in Argentina generated revenues from ordinary activities of Ch$ 710,380 million, representing 6.9% of our consolidated revenues from ordinary activities during such period.

 

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The following table sets forth certain information related to our Easy home improvement stores in Argentina for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

51

 

50

 

50

 

Total selling space (square meters)(35)

 

391,546

 

383,786

 

383,786

 

 

Our home improvement business in Argentina acquired four former Home Depot stores in 2002 and nine Blaisten stores in 2008. At December 31, 2016, our Easy and Blaisten home improvement stores in Argentina have an average of 7,677 square meters of selling space. Each of our Easy home improvement stores in Argentina has easily accessible car parking and many are located at our shopping centers.

 

Our Easy home improvement stores in Argentina offer a variety of products, including (i) flooring, paints, bath and kitchen materials; (ii) home, furniture, garden and hobby materials; (iii) hardware, electrical and plumbing materials and (iv) building and wholesale construction materials.

 

Colombia

 

In May 2007, we entered into a joint venture with Casino to develop the home improvement store business in Colombia, and subsequently acquired 100% ownership of the joint venture. In October 2008, we opened our first Easy home improvement store in Bogota, and as of December 31, 2016 we operated 10 Easy home improvement stores. For the year ended December 31, 2016, our Easy home improvement stores in Colombia generated revenues from ordinary activities of Ch$63,744 million, representing 0.6% of our consolidated revenues from ordinary activities for such period. Seven of our Easy home improvement stores are located in Bogota, two are located in the city of Medellin and one in the city of Valledupar.

 

The following table sets forth certain information related to our Easy home improvement stores in Colombia for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

10

 

10

 

10

 

Total selling space (square meters)

 

82,320

 

82,320

 

82,320

 

 

Our Easy home improvement stores in Colombia have average selling area of 8,232 square meters. Each of our Easy home improvement stores has easily accessible car parking.

 

Our Easy home improvement stores in Colombia offer a variety of products, including (i) flooring, paints, bath and kitchen materials; (ii) home, furniture, garden and hobby materials; (iii) hardware, electrical and plumbing materials; (iv) building and wholesale construction materials and (v) agricultural products.

 

Department Stores

 

We entered the department store business in March 2005 through the acquisition of Empresas Almacenes Paris S.A., one of Chile’s leading department stores in terms of sales and number of stores. The principal activity of Paris is the retail sale of apparel products (including clothes for women, men and children, shoes and accessories) which represent approximately 58% of department stores’ sales, as well as of household goods, electronics and technology products which represent the other 42% of department stores’ sales, each as of December 31, 2016. As of December 31, 2016, we estimate that we were the second-largest department store operator in Chile, in terms of sales. Based on our comparison against information from public filings of our main competitors as of December 31, 2016, we also believe we have the largest selling space for department stores in Chile.

 

As of December 31, 2016, we operated 79 department stores in Chile, which together had 377,288 square meters of total selling space. In Peru, our Paris store operations comprise 10 stores with 55,333 square meters of selling space. For the years ended December 31, 2016, 2015 and 2014, our department stores generated revenues from ordinary activities of Ch$1,126,931 million, Ch$1,051,642 million and Ch$991,442 million, respectively, representing 10.9%, 9.6% and 9.3% of our consolidated revenues from ordinary activities for such periods.

 

The following table sets forth certain information related to our department stores in Chile for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

79

 

79

 

79

 

Total selling space (square meters)

 

377,288

 

374,153

 

375,586

 

 

Chile

 

Our Paris and Johnson department stores in Chile have an average selling area of 4,776 square meters.

 


(35)  Excludes aisles and cashier space.

 

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Our Paris department stores carry a variety of products, including (i) clothing, (ii) accessories and cosmetics, (iii) home décor, (iv) electronic and household appliances, (v) sporting goods, and (vi) footwear. Our Paris department stores currently carry private label products under the brands Opposite, Alaniz, Tribu, Attimo, Aussie, Rainforest and Greenfield. Johnson carries the brands Suburbia, Muv, Fes and Yoko, among others.

 

Peru

 

The following table sets forth certain information related to our department stores in Peru for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

Number of stores

 

10

 

9

 

9

 

Total selling space (square meters)

 

55,333

 

45,233

 

45,232

 

 

Our Paris department stores operations in Peru were launched in 2013 and have an average selling area of 5,533 square meters.

 

Shopping Centers

 

General

 

We are a regional operator of shopping centers in Latin America with operations in Chile, Argentina, Peru and Colombia. We are the largest operator of shopping centers in Argentina and the second in Chile in terms of total area for lease, on the basis of our comparisons with public information of our main competitors. We had a total leasable area to third parties of 778,848 square meters as of December 31, 2016. We are owners and operators of 25 shopping centers in Chile, 22 in Argentina, 4 in Peru and 2 in Colombia (the majority stake in two shopping centers in Colombia).

 

Within the shopping center business, we operate the following formats:

 

·                  Mega Center (1): Shopping Centers over 100,000 square meters of gross leasable area, or GLA, containing mixed-use space, anchor stores, satellite shops, medical centers, offices and hotels.

 

·                  Regional (3): Shopping Centers up to 100,000 square meters of GLA with impact on multiple geographic areas, anchors, satellites and medical centers.

 

·                  Neighborhood (22): Shopping Malls with up 70,000 square meters of GLA with areas of influence in the surrounding communities, with anchors, satellites and in some cases medical centers.

 

·                  Factory (3): Shopping Centers for discount brands.

 

·                  Power Centers (21): Centers of up to 35,000 square meters of GLA including a maximum of two Anchor stores and a small number of local satellite stores.

 

·                  Strip Centers (3): Centers with up to 10,000 square meters of GLA with one anchor store with a maximum of 5,000 square meters, plus an additional satellite store.

 

In Chile and Argentina, almost all of our shopping center formats host a Jumbo hypermarket, an Easy home improvement store, and in Chile and Peru they host a Paris department store while also housing other third party business. Cencosud seeks to attract more traffic by meeting the consumers’ needs in a better fashion and by improving the overall shopping experience.

 

The following table sets forth, for the periods indicated, the revenues from ordinary activities of our shopping centers per country:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Revenues from ordinary activities

 

 

 

 

 

 

 

Chile

 

139,408

 

134,018

 

120,734

 

Argentina

 

70,370

 

86,134

 

66,589

 

Peru

 

20,001

 

18,867

 

17,438

 

Colombia

 

8,944

 

9,007

 

10,089

 

Total

 

238,722

 

248,026

 

214,850

 

 

Chile

 

In Chile, Cencosud is the second largest mall operator, and owns and operates 25 shopping centers with 98.2% occupancy and with over one million square meters in total GLA, under the following formats Mega Center, Regional, Neighborhood, Strip Centers and Power Centers.

 

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The shopping centers are located throughout Chile, having nine shopping centers located in Santiago and 16 other regions. During 2012 we opened Costanera Center, the first mixed-use Mega Center in Chile and one of the largest and most successful in the Latin American shopping center industry. The waterfront project also comprises four office towers and a hotel, within the project. On August 5, 2015, Cencosud received authorization to commercialize the first 15,000 square meters of the office towers of Costanera Center, which were distributed among towers 2 and 4 of the complex. On August 11, 2015 the Company opened Sky Costanera, a sky deck located on floors 60 and 61 of the Costanera Tower.

 

Additionally Cencosud operates a mega center in Santiago, one regional shopping centers, eight neighborhood shopping centers in Santiago and the rest of the country under the brand Portal (e.g. La Dehesa, La Florida, Nuñoa and La Reina, Bellotto, Rancagua, Talcahuano, Temuco, Osorno) and fifteen Power Center.

 

The following table shows certain information regarding the shopping centers we own in Chile as of and for the year ended December 31, 2016.

 

Chile

 

Number
of Malls

 

GLA
Total

 

GLA
Third Parties

 

GLA
Related
Parties

 

 

 

 

 

(square meters)

 

Mega Center

 

1

 

152,667

 

115,740

 

36,927

 

Regional

 

1

 

117,920

 

74,559

 

43,362

 

Neighborhood

 

8

 

471,604

 

211,859

 

259,745

 

Power Center

 

15

 

359,025

 

19,407

 

339,618

 

Total

 

25

 

1,101,216

 

421,564

 

679,652

 

 

Argentina

 

Cencosud is the leader in the shopping center industry in Argentina in terms of GLA that totaled over 740,000 square meters in the country, with 22 shopping centers with 97.2% occupancy. In Argentina, Cencosud owns and operates five different formats: regional, neighborhood, factory, power centers and strip center. Unicenter, based in Buenos Aires, is the main regional shopping center in the country. Cencosud also operates 11 neighborhood shopping centers under the brand Portal, three factory, six power centers and one strip centers.

 

Marketing strategies and advertising, along with the creation of an attractive and efficient operational mix, have positioned us at the top in terms of brand recognition as evidenced by the rankings compiled by various industry magazines.

 

Each of our shopping centers in Argentina has a Jumbo hypermarket or a Disco or Vea supermarket, and all except Unicenter have an Easy home improvement store. We seek to “anchor” shopping centers around Jumbo and Easy stores and to promote the flow of consumers to such destinations by including other tenants that complement the services and merchandise offered by Jumbo and Easy stores. Unlike Chilean shopping centers, shopping centers in Argentina typically do not have anchor department store tenants.

 

The following table presents certain information regarding the shopping centers we own in Argentina as of December 31, 2016.

 

Argentina

 

Number
of Malls

 

GLA
Total

 

GLA
Third Parties

 

GLA
Related
Parties

 

 

 

 

 

(square meters)

 

Regional

 

1

 

98,524

 

74,782

 

23,741

 

Neighborhood

 

11

 

422,759

 

151,974

 

270,786

 

Factory

 

3

 

118,000

 

34,192

 

83,808

 

Power Center

 

6

 

103,611

 

15,748

 

87,863

 

Strip Center

 

1

 

5,000

 

507

 

4,493

 

Total

 

22

 

747,894

 

277,203

 

470,691

 

 

Peru

 

In Peru, Cencosud owns and operates four malls, with a GLA of 123,144 square meters with 90.5% occupancy, a regional shopping center called Plaza Lima Sur located in Lima, a neighborhood mall in the city of Arequipa, called Arequipa Center and two Strip Centers in Lima.

 

The following table presents certain information regarding the shopping centers we own in Peru as of December 31, 2016:

 

Peru

 

Number
of Malls

 

GLA
Total

 

GLA
Third Parties

 

GLA
Related
Parties

 

 

 

(square meters)

 

Regional

 

1

 

75,897

 

43,634

 

32,263

 

Neighborhood

 

1

 

30,280

 

17,075

 

13,204

 

Strip Center

 

2

 

16,968

 

10,481

 

6,486

 

Total

 

4

 

123,144

 

71,191

 

51,953

 

 

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Colombia

 

In Colombia, Cencosud has a majority stake in two shopping centers, El Limonar Shopping Center in the city of Cali with 159 stores and Shopping Center Santa Ana with 48 stores in the city of Bogotá, altogether totaling 43,184 square meters of GLA with 36.4% of occupancy.

 

Colombia

 

Number
of Malls

 

GLA
Total

 

GLA
Third Parties

 

GLA
Related
Parties

 

 

 

(square meters)

 

Local

 

2

 

43,184

 

8,890

 

34,294

 

Total

 

2

 

43,184

 

8,890

 

34,294

 

 

Financial Services

 

General

 

Our financial services division was established in 2003 in Chile when we launched our “Jumbo Más” credit card. With our acquisition of Paris in 2005, we obtained our predecessor’s credit card accounts and thus significantly expanded our credit card business. Our strategy is to achieve higher penetration of our credit card business as we encourage consumers to use our credit cards rather than third-party cards, such as Visa or MasterCard. In Chile, during the year ended December 31, 2016, 32.6% of total sales in department stores, 12.7% in hypermarkets and supermarkets and 22.2% in home improvement stores, were paid with one of our credit cards. As of December 31, 2016, we had over 5.9 million active credit card accounts. Our financial services operations also include joint ventures in Brazil, Colombia and Chile.

 

The following table sets forth, for the periods indicated, the revenues from ordinary activities from our financial services operations per country, as of December 31, 2016:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Revenues from ordinary activities (continuing operations)

 

 

 

 

 

 

 

Chile(36)

 

1,788

 

3,074

 

330

 

Argentina

 

111,093

 

103,034

 

67,796

 

Brazil(37)

 

1,920

 

5,057

 

3,843

 

Peru

 

59,002

 

49,001

 

42,814

 

Colombia(38)

 

3,880

 

5,654

 

8,095

 

Total

 

177,683

 

165,820

 

122,878

 

 

Credit Risk from the credit card business.

 

Given the relative importance of our exposure to the credit card business as compared to total maximum credit risk exposure, Cencosud has targeted its credit risk management toward developing a management model for its own credit cards as well as the banking business that is consistent with the Company’s strategic guidelines and the profiles of its credit transactions. The model takes into consideration the large-scale and fragmented nature of the cardholder portfolio and is structured in terms of cardholder selection, portfolio management and recovery of cardholders in default.

 

Business Definition

 

The financial services business is defined as one more element of Cencosud’s value offering, which complements the comprehensive product and service offerings the Company provides through each of its retail business units and is aimed at building long-term relationships with our customers. The largest percentage of the financial retail business corresponds to the Cencosud Credit Card in Chile, which has been operating for more than 15 years. In order to continue the development of this business the Company entered the Joint Venture Framework Agreement. In other markets the Company had already established joint ventures in order to complement its value offering for consumers in Brazil with Banco Bradesco, in Colombia with Banco Colpatria, and in Chile with Banco Scotiabank.

 

Risk Model

 

Foundations:

 

The Risk Management Model is tightly linked to the large-scale and fragmented nature of the retail cardholder portfolio with a very large volume of cardholders (more than 6,000,000 in the region).

 


(36)  Joint venture with Scotiabank since May 2015.

(37)  Joint venture with Banco Bradesco.

(38)  Joint venture with Colpatria.

 

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In this context, the challenge lies in managing the cardholder portfolio and its associated risk, building long-term relationships with cardholders and making the value proposition and the retail business sustainable over time. Risk management is structured to ensure:

 

·           Optimum cardholder selection.

 

·           Optimum portfolio management, which involves activating, strengthening, retaining, reducing and containing the portfolio card holders.

 

·           Optimum collections management for cardholders in default, maximizing recovery with high standards of quality and service, without affecting the comprehensive bond with Cencosud’s customers.

 

Cardholder management efforts are broadly targeted to include all customers, from our target market to prospective customers, including those with or without retail purchases, with or without credit card movements and with or without payments in default.

 

a. Key Risk Management Factors

 

The large-scale and fragmented nature of the business determines portfolio management, in which the following key risk management factors are key:

 

·           Automation and centralization of decision making.

 

·           Customer segmentation.

 

·           Management of information and earnings projections.

 

·           Collections management.

 

·           Large-scale and selective control model for credit and collections circuit.

 

·           Provision models to cover portfolio risk in line with Basel II standards.

 

Automation and centralization of decision making: credit and collections decisions are large-scale and automated and only specific cases are analyzed by very specialized personnel. The Company features world class risk management and collections systems, including Capstone Decision Accelerator (CDA), TRIAD, Model Builder (from Fair Isaac Corporation - FICO) and Cyber Financial (from Inffinix), among others.

 

Customer segmentation: processes are segmented, differentiated by strategy and action tactics per risk profile, activity level and likelihood of occurrence, among others.

 

Management of information and earnings projections: the Company manages comprehensive information and statistical models on all relevant business and customer variables, which allows it to make timely, prognostic decisions.

 

Collections management: the Company has one sole collections model for managing collections for retail cards, which uses an outsourcing collection model to efficiently recover debt through quality management of debtors.

 

Large-scale and selective control model for credit and collections circuit: the Company has large-scale controls over all phases of the credit and collections process, from its centralized processes to its point-of-sale and collections processes.

 

Provision models to cover portfolio risk in line with Basel II standards: the Company has different provisions models that adhere to local regulations in each country as well as Basel II standards, in order to most adequately reflect cardholder portfolio risk. External variables which affect payment behavior are also included in statistical models for estimating provisions. The Company is making progress in each country on implementing anti-cyclical provisions based on industry best practices, having started with Chile and Peru and, in 2012, Argentina. It also uses back testing to periodically monitor the sufficiency of the provisions it establishes. Lastly, the Company has a corporate governance strategy that includes, among others, local Risk Committees for each country and a Corporate Risk Committee in which directors and senior executives participate. These committees have the following objectives, among others:

 

·           Monitor the business’s main risk indicators.

 

·           Monitor the correct functioning of policies and credit and collections processes.

 

·           Authorize entry into new markets and/or new products that impact risk.

 

·           Authorize provisions models and monitor sufficiency.

 

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Chile

 

Credit cards

 

On June 20, 2014, we entered into the Joint Venture Framework Agreement with Scotiabank to develop, on a joint basis, the retail finance business in Chile. Under this agreement, we believe that 2.5 million cardholders will benefit from easier access to new products and financial services and the expertise of Scotiabank, while receiving the Company’s client benefits at our Jumbo, Santa Isabel, Easy, Paris and Johnson stores and shopping centers. See “Item 4. Information on the Company — A. History and Development of the Company — History.”

 

In May 2015, we implemented the agreement and since then, we operate our financial services division in Chile through a joint venture with Scotiabank, under which they operate our Cencosud Credit Card, one of the largest private label credit cards in the country. Since May 2015, we granted Scotiabank the exclusive right to issue and operate the Cencosud Credit Card within our stores in Chile, as well the exclusive right, within Cencosud stores in Chile, to offer consumer loans, purchase financing and insurance on products.

 

The following table sets forth the credit cards sales from continuing operations by Hypermarkets, Supermarkets, Home Improvement and Department Stores businesses in Chile and the percentage that such sales represent of each store’s total sales for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2014

 

 

 

Sales

 

%

 

 

 

(in millions of Ch$, except
percentages)

 

Hypermarkets

 

293,222

 

17.5

%

Supermarkets

 

69,978

 

6.2

%

Home Improvement

 

115,262

 

20.7

%

Department Stores

 

400,536

 

43.6

%

Total(39)

 

926,946

 

21.2

%

 

The table below sets forth information with respect to our credit card receivables in Chile:

 

 

 

Year ended
December 31,

 

 

 

2014

 

 

 

(in millions of Ch$,
except percentages)

 

Portfolio Status

 

 

 

Performing(40)

 

351,532

 

Past due:

 

 

 

31-89 days

 

18,425

 

90-180 days

 

14,752

 

181-365 days

 

0

 

Total

 

384,709

 

Over 365 days and legal proceedings(41)

 

 

 

Loan loss allowance as % of past due loans

 

61.9

%

Loan loss allowance as % of all loans(42)

 

5.3

%

 

The following table sets forth certain information regarding our non-performing loans and write-offs, for the periods indicated:

 

 

 

Year ended December 31,

 

 

 

2014

 

 

 

Sales

 

%

 

 

 

(in millions of Ch$, except
percentages)

 

Non-performing loans as % of total loans

 

8.60

%

8.48

%

Total write-offs

 

41,382

 

57,018

 

Average monthly write-offs as % of total loans

 

0.90

%

1.07

%

 


(39)  Includes value added taxes

(40)  Performing loans not past due more than 30 days

(41)  Entire portfolio written off. These claims are subject to a 100% allowance.

(42)  Loan loss allowance does not include Ch$3,533 million of anti-cyclical provisions.

 

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Table of Contents

 

Insurance brokerage

 

We entered into the insurance business to complement our credit card offerings, offering extended warranties for certain of the electronic products sold at our stores. We also offer other attractive insurance plans to our existing retail customers. Our insurance activities focus on the sale of life, medical, unemployment, home and car insurance, in simple formats and at accessible rates focusing on underserved socio-economic segments. Our insurance products are sold through our distribution channels and are supported by telemarketing and personalized marketing to customers in Paris and Jumbo stores. During the years ended December 31, 2015 and 2014, our insurance activities in Chile generated revenues from ordinary activities of Ch$ 2,414 million and Ch$11,438 million, respectively, representing less than 1% of our consolidated revenues from ordinary activities for such periods. These figures do not include extended warranty proceeds, which are booked in the retail division.

 

Argentina

 

Credit cards

 

In Argentina we operate a credit card business for each of our retail brands. The Argentine market for financial services is served by domestic and foreign private banks, public sector banks, credit card operators and retailers. In April 2007, we entered the financial services and insurance markets in Argentina through the launch of our “Tarjeta Más.” As of December 31, 2016, we had issued 1.5 million active credit cards. For the year ended December 31, 2016, revenues from our proprietary cards in Argentina represented 1.1% of our total revenue. Through our Cencosud credit card, we have increased the purchasing power of our middle and low-income clients, who generally do not have credit with other institutions, and are generally unable to bear the fixed costs charged by other credit cards. The following table sets forth the credit cards sales by Jumbo, Disco and Vea, and Easy in Argentina and the percentage that such sales represent of each store’s total sales for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales

 

%

 

Sales

 

%

 

Sales

 

%

 

 

 

(in millions of Ch$, except percentages)

 

Supermarkets (Jumbo)

 

103,768

 

19.9

%

135,639

 

19.4

%

115,071

 

20.8

%

Supermarkets (Disco & Vea)

 

98,240

 

6.6

%

119,203

 

6.0

%

90,474

 

5.4

%

Home Improvement (Easy & Blaisten)

 

195,117

 

25.9

%

230,810

 

23.7

%

158,058

 

21.3

%

Total

 

397,126

 

14.4

%

485,653

 

13.3

%

363,604

 

12.2

%

 

The following table sets forth certain information regarding our non-performing loans and write-offs in Argentina, for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$, except percentages)

 

Non-performing loans as % of total loans

 

3.6

%

4.2

%

3.8

%

Write-offs(43)

 

6,088

 

3,575

 

2,746

 

Average monthly write-offs as % of total loans

 

0.15

%

0.11

%

0.10

%

 

The table below sets forth information with respect to our credit card receivables in Argentina:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$, except percentages)

 

Portfolio Status

 

 

 

 

 

 

 

Performing(44)

 

318,728

 

255,829

 

211,947

 

Past due:

 

 

 

 

 

 

 

31-89 days

 

6,648

 

8,072

 

5,855

 

90-180 days

 

5,281

 

3,140

 

2,590

 

181-365 days

 

 

 

 

Total

 

330,648

 

267,041

 

220,392

 

Over 365 days and legal proceedings(45)

 

 

 

 

 

 

 

Loan loss allowance as % of past due loans

 

91.8

%

71.7

%

94.6

%

Loan loss allowance as % of all loans

 

3.3

%

3.0

%

3.6

%

 


(43)  Write-offs are presented net of recoveries, which as of December 2016, 2015 and 2014 amounted to Ch$4,245 million, Ch$3,678 million and Ch$4,486 million, respectively. For 2014, gross write-offs was Ch$7,232 million.

(44)  Performing loans not past due more than 30 days.

(45)  Entire portfolio written off. These claims are subject to a 100% allowance.

 

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Table of Contents

 

Insurance brokerage

 

We entered into the insurance business to complement our credit card offerings, offer extended warranties for certain of the electronic products sold at our stores and to offer other attractive insurance plans to our existing retail customers. In Argentina we offer insurance brokerage in the following areas: personal coverage, life insurance, homeowners and renters insurance, auto insurance, fraud insurance, health insurance, unemployment insurance, extended warranty coverage, pet insurance and others. The products are sold in our own retail chains and are also available via telemarketing through our call center. The insurance business has experienced substantial growth in recent years, and we believe it will continue to grow as new products are introduced and use of insurance in Argentina becomes more widespread. At December 31, 2016, our insurance brokerage operations in Argentina accounted for less than 1.0% of our consolidated revenues from ordinary activities.

 

Brazil

 

In Brazil we operate our financial services through a joint venture with Brazil’s Banco Bradesco, under which they operate our Credi-Hiper card, one of the largest private label credit cards in the northern region of Brazil. In 2011, we also granted Banco Bradesco the exclusive right to issue and operate our Cencosud Card (Cartão Cencosud) within our stores in Brazil, consumer loans, purchase financing and insurance products.

 

Our relationship with Banco Bradesco began in May 2006, when GBarbosa entered into a five-year operating agreement with Banco Bradesco to jointly operate Credi-Hiper. Credi-Hiper was developed 29 years ago as a key tool used to maintain the loyalty of GBarbosa’s clients and generate a significant portion of GBarbosa’s revenues. In August 2011, GBarbosa amended and restated the agreement with Banco Bradesco and expanded its scope.

 

Pursuant to the amended and restated agreement, Cencosud Brasil Comercial, which operates our GBarbosa stores in Brazil, Bretas, Mercantil Rodrigues, Perini and Cencosud Brasil entered into a joint venture agreement with Banco Bradesco pursuant to which Banco Bradesco agreed to offer financial services in Cencosud stores in Brazil. Banco Bradesco was also granted a right of first refusal, subject to certain limitations, if we decide to offer certain additional financial services in its stores in Brazil. Banco Bradesco also has the right to require Cencosud Brasil to engage Banco Bradesco to manage all of its payroll processing and related services, as long as the price, terms and conditions of such payroll services are competitive, as assessed by us. Additionally, the parties agreed to enter into an agreement setting forth terms and conditions for our stores to operate as Banco Bradesco representatives for processing payment of credit card bills. We also granted to Banco Bradesco a limited, non-assignable, trademark license, for the use of certain of our trademarks on the Cencosud Card.

 

With the exception of certain fees charged by Banco Bradesco from customers, the net revenue from the Cencosud credit card operation and the provision of certain other financial services is to be shared equally between Banco Bradesco and us, and we bear 50% of the credit risk associated with the credit cards operated pursuant to this agreement, including defaults in payment and losses. The term of this agreement is 16 years from the execution date, but it can be terminated at any time subject to the payment of certain penalties.

 

We believe our long-term partnership with Banco Bradesco facilitates the sustainable growth of our financial services segment in Brazil by providing a number of competitive financing alternatives and affordable financial services products to our clients. As of December 31, 2016, we had approximately 1.194 million active credit card accounts in Brazil.

 

In the year ended December 31, 2016, 0.02% of our gross revenues in Brazil were derived from our financial services business carried out through Cartão Cencosud cards. Through these cards, we have increased the purchasing power of our middle-income and low-income clients, who generally do not have credit with other institutions, and are generally unable to bear the fixed costs charged by other credit cards. These cards do not currently have administrative fees, are accepted only in our stores and allow our clients to purchase food and non-food products. We believe that without access to these cards, many of our clients would not be able to afford purchases of higher-priced non-food items. Despite the poor credit background of some of our clients, these cards have low delinquency rates.

 

Colombia

 

In Colombia, we operate our financial services through a joint venture with Colombia’s Banco Colpatria “Colpatria”. Under this agreement, Colpatria is entitled to market private label and cobranded cards in all of Colombia. Private label cards are only accepted in Cencosud Colombia stores while those that are co-branded are internationally accepted. This agreement commenced prior to our acquisition of Carrefour’s supermarket operation in Colombia. Pursuant to the agreement, Colpatria is given selling space in all of our stores to market its financial services to store costumers. Promotional and marketing efforts for this joint venture are carried out by both parties.

 

Colpatria is responsible for all administrative processes related to the execution of the business such as the approval and upkeep of all credit facilities granted to clients and collection of receivables. Handling of the loan portfolio is the responsibility of Colpatria and all related efforts must be carried out in compliance with rules and under the supervision of the Superintendencia Financiera de Colombia (“SuperFinanciera”) or any other regulatory body governing the business being carried out. Results from the financial business in Colombia for the year ended December 31, 2014 were included in the supermarket segment. For the years ended December 31, 2015 and 2016 results were included in the financial services segment.

 

Profits or losses derived from this joint venture are distributed equally between the parties on a quarterly basis. This joint venture had a term of five years from 2012 being automatically extendable for an additional one year if neither party notified the other six months prior to the original termination date. On September 29, 2016, we renewed the JV agreement with Colpatria (a subsidiary of Scotiabank) to jointly develop the financial retail business in Colombia. The agreement is a 15 year term contract which involves a one-time payment from Colpatria to Cencosud, and the distribution, in equal parts, of future business profitability. Our financial services operations have a total of 552 thousand active credit cards in Colombia.

 

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Table of Contents

 

Peru

 

We aim to provide financial solutions to our customers in order to make our credit cards the primary form of payment used in our supermarkets and department stores in Peru.

 

In August 2011, we launched our own private label credit card in Peru and we are expanding our offerings of financial services. The credit cards are operated through our supermarkets in Peru. In 2011, Cencosud created Banco Cencosud in Peru. In June 2012, we received the operation license from the SBS, and started operations in August 2012 through our Cencosud credit card. Our financial services segment also includes insurance brokerage services in Argentina, Chile, Brazil and Peru. Cencosud has a total of 626 thousand active credit cards in Peru as of December 2016. In addition to our private label cards, Cencosud offers Visa and Mastercard credit cards. Currently 97.0% of our portfolio is under this type of card.

 

The table below sets forth information with respect to our credit card receivables in Peru:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$, except percentages) 

 

Portfolio Status

 

 

 

 

 

 

 

Performing

 

96,744

 

88,527

 

64,189

 

Past due:

 

 

 

 

 

 

 

31-89 days

 

4,311

 

3,525

 

3,564

 

90-180 days

 

4,772

 

3,554

 

2,142

 

181-365 days

 

224

 

94

 

27

 

Total

 

106,051

 

95,701

 

69,923

 

Over 365 days and legal proceedings

 

 

 

 

 

 

 

Loan loss allowance as % of past due loans

 

87

%

83

%

83

%

Loan loss allowance as % of all loans

 

7.7

%

6.2

%

6.8

%

 

The following table sets forth the credit cards sales by Paris, Metro and Wong in Peru and the percentage that such sales represent of each store’s total sales for the periods presented:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales

 

%

 

Sales

 

%

 

Sales

 

%

 

 

 

(in millions of Ch$, except percentages)

 

Department Stores

 

29,991

 

38.0

%

22,742

 

32.6

%

16,428

 

35.4

%

Supermarkets

 

122,691

 

13.0

%

108,042

 

11.1

%

91,246

 

15.5

%

Total(46)

 

152,682

 

14.9

%

130,784

 

14.8

%

107,674

 

17.9

%

 

Other Operations

 

Electronic stores

 

As of December 31, 2016 we also operated 77 Eletro-show electronic goods stores in the state of Sergipe in Brazil, through which we sell non-food items. The first Eletro-show store was opened in December 2005. Our Eletro-show stores are operated in small cities where the opening of a traditional store is not viable. This original and cheap format of store contributes to the enhancement of the GBarbosa brand in cities where we do not have other GBarbosa stores.

 

Our Eletro-show stores consist of small show rooms with up to a dozen products on display plus an online catalogue accessible at the store through in-store computers. Eletro-show stores have an average selling space per store of less than 100 square meters. The main target market is low- and middle-income classes of consumers, who do not have access to internet at home, are not used to making virtual purchases, and do not reside near one of our traditional stores. The store has a number of computers where potential clients can access a wide range of products. Our sales people are available to support the customers in the selection and purchase of desired products. We only sell non-food products in the kiosk. Once a customer places an order for products, we assure delivery within 48 hours. The Eletro-show stores have a separate space for community activities, which enables us to attract more customers. We intend to continue installing kiosks in select locations where there is appropriate demand. At December 31, 2016, our Eletro-show stores accounted for less than 1.0% of our consolidated revenues from ordinary activities.

 

The results of our Eletro-show stores are reported under our “supermarkets” segment in our financial statements.

 


(46)  Includes value added taxes.

 

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Table of Contents

 

Pharmacies

 

We also operated 49 pharmacies in Brazil under the GBarbosa brand as of December 31, 2016, which are located inside or adjacent to our GBarbosa supermarkets. At December 31, 2016, our GBarbosa pharmacies accounted for less than 1% of our consolidated revenues from ordinary activities. The results of our GBarbosa pharmacies are reported under our “supermarkets” segment in our financial statements.

 

As of December 31, 2015, we operated 47 pharmacies in Peru under the Punto Farma Wong and Punta Farma Metro brands, which are located inside or adjacent to our Wong and Metro supermarkets. At December 31, 2015, our Punto Farma pharmacies accounted for less than 0.2% of our consolidated revenues from ordinary activities. The results of our Punto Farma pharmacies are reported under our “supermarkets” segment in our financial statements. On February 10 2016, Cencosud announced the sale of 47 pharmacies in Peru to Mifarma. These pharmacies operated inside our Wong and Metro supermarket stores. The deal included the transfer of assets and leasing of the stores for a period of 10 years starting in March 2016.

 

As of December 31, 2014, we operated 39 pharmacies in Colombia under the FarmaSanitas brand, which are located inside or adjacent to our supermarkets acquired from Carrefour in Colombia. At December 31, 2014, our FarmaSanitas pharmacies accounted for less than 0.2% of our consolidated revenues from ordinary activities. The results of our FarmaSanitas pharmacies are reported under our “supermarkets” segment in our financial statements. On November 4, 2015 Cencosud announced the agreement to sell 39 pharmacies that the group operated within its supermarkets in Colombia, to Cruz Verde.

 

Gas stations

 

We operate 12 gas stations in Brazil, under the Bretas brand, which are located inside or adjacent to our Bretas supermarkets. At December 31, 2016, our Bretas gas stations accounted for less than 1.0% of our consolidated revenues from ordinary activities. The results of our Bretas gas stations are reported under our “supermarkets” segment in our financial statements.

 

We also operate 40 gas stations in Colombia, under the Terpel, Texaco, Chevron and Biomax brands, most of which are located inside or adjacent to our supermarkets in Colombia. At December 31, 2016, our gas stations in Colombia accounted for less than 1.0% of our consolidated revenues from ordinary activities. The results of our gas stations in Colombia are reported under our “supermarkets” segment in our financial statements. Cencosud is currently in the process of divesting from these assets and conducting environmental due diligence on the properties.

 

Entertainment centers

 

In Chile and Argentina, we operate seven family entertainment centers under the Aventura brand. Our Aventura entertainment centers offer arcade games, mechanical games, bowling lines, 3D games and even an indoor roller coaster in our Aventura center at Florida Center in Santiago. At December 31, 2016, our Aventura entertainment centers accounted for less than 1.0% of our consolidated revenues from ordinary activities. The results of our Aventura entertainment centers are reported under our “Other” segment in our financial statements.

 

Loyalty programs

 

General

 

For the last 14 years we have invested in loyalty programs designed to reward, retain and attract new customers. Our loyalty programs allow us to develop customer consumption databases which enable us to enhance our merchandise selection and to more effectively target our marketing efforts. Further, our loyalty programs allow us to enhance customer retention by improving our understanding of the buying patterns and preferences of our customers.

 

Our loyalty programs allow customers to benefit by accumulating points from the purchases they make in our different stores as well as purchases they make with our affiliates, which can then be used to acquire products listed in special catalogues and sold in our stores. In 1999, we started with Jumbo Más and, in 2006, after significant growth in our operations due to several acquisitions; we migrated to a multi-sponsor program named Circulo Más. In 2010, we launched the Nectar loyalty program through a partnership with Groupe Aeroplan Inc. (“Groupe Aeroplan”), a leading loyalty management and customer insights company.  In 2014, the alliance between Cencosud — and Aeroplan changed regarding the use of the brand. We decided to develop our own loyalty program, Puntos Cencosud, which was launched on March 28, 2014 with new benefits for customers: including simplifying the redemption system by allowing consumers to redeem loyalty benefits by presenting their ID cards and, the incorporation of Johnson department stores as well as Eurofashion with its brands Umbrale, Foster, Topshop, Topman, u*Kids, Moon by Foster, JJO, Legacy and Women´Secret, as new sponsors. Starting April 1, 2014 customers will earn additional loyalty points at these locations and will be able to redeem their points during the second semester. The new program additionally offers extra bonus points for the use of Cencosud´s private label credit card.

 

The program is already operating in Colombia and Chile. We are currently planning to replicate the business model in the other countries of the region.

 

We believe that our loyalty programs strengthen our relationship with our customers and believe that a substantial majority of our sales come from loyalty clients.

 

The results of our loyalty programs are reported under our “Other” segment in our financial statements.

 

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Table of Contents

 

Chile

 

We offer our Puntos Cencosud loyalty programs in Chile. As of December 31, 2016, we had over three million active loyalty members in Chile, and as of the same date, 72.7% of our sales in Chile came from loyalty club members.

 

The following table sets forth certain information regarding our loyalty program sales by each of our divisions in Chile(47), for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

 

 

(in millions of Ch$, except percentages)

 

Supermarkets

 

3,113,810

 

73.6

%

2,989,119

 

74.5

%

1,673,103

 

84.0

%

Home Improvement

 

518,505

 

65.9

%

501,122

 

63.4

%

442,895

 

68.0

%

Department Stores

 

1,193,111

 

74.4

%

1,130,978

 

74.2

%

922,445

 

79.0

%

Total

 

4,825,425

 

72.7

%

4,621,220

 

73.0

%

4,172,197

 

75.0

%

 

Argentina

 

In Argentina we also offer our Jumbo Más and Vea Ahorro loyalty programs. As of December 31, 2016, we had almost two million loyalty club members in Argentina and, as of the same date, 64.5% of our supermarket sales in Argentina came from loyalty club members. Our Home Improvement stores do not have a loyalty program.

 

The following table sets forth certain information regarding our loyalty program sales(48) by each of our divisions in Argentina, for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

 

 

(in millions of nominal Ar$, except percentages)

 

Supermarkets

 

20,264

 

64.5

%

16,518

 

61.0

%

13,457

 

59.2

%

Total

 

20,264

 

64.5

%

16,518

 

61.0

%

13,457

 

59.2

%

 

Peru

 

In Peru, we are members of the Bonus loyalty program, with a 42.5% ownership. Bonus is a leading multi-participant loyalty program that develops and manages loyalty and incentives programs through a system that rewards customers by giving them points for their purchases in any of our stores that later can be exchanged for other products. At the same time, it allows us to administer a database for marketing campaigns directed to specific segments.

 

The following table sets forth certain information regarding our loyalty program sales(49)  by each of our divisions in Peru, for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

 

 

(in millions of S/., except percentages)

 

Supermarkets

 

3,189

 

76.3

%

3,167

 

75.0

%

3,162

 

76.1

%

Department Stores

 

203

 

60.8

%

 

 

 

 

Total

 

3,392

 

75.1

%

3,167

 

75.0

%

3,162

 

76.1

%

 

Colombia

 

In Colombia we launched our loyalty program in February 2014 with 100% percent ownership of the program. Our loyalty program in Colombia has quickly become widely used by our shoppers achieving very impressive penetration levels with 74.6% of our sales coming from loyalty members. This program manages loyalty and incentives programs through a system that rewards customers by giving them points for their purchases in any of our stores that later can be exchanged for other products. At the same time, it allows us to administer a database for marketing campaigns directed to specific segments.

 


(47)  Percentage that such sales represent of total sales by each of our stores in Chile.

(48)  Percentage that such sales represent of total sales by each of our stores in Argentina.

(49)  Percentage that such sales represent of total sales by each of our stores in Peru.

 

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Table of Contents

 

The following table sets forth certain information regarding our loyalty program sales(50) by each of our divisions in Colombia, for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

Sales
(W/tax)

 

%

 

 

 

(in millions of Ch$, except percentages)

 

Supermarkets

 

3,709,007

 

73.6

%

3,524,785

 

71.7

%

3,438,902

 

64.4

%

Home Improvement

 

282,632

 

55.0

%

227,879

 

56.9

%

210,276

 

48.1

%

Total

 

3,991,639

 

74.6

%

3,752,664

 

70.8

%

3,649,178

 

63.6

%

 

Brazil

 

In Brazil we launched our loyalty program in November 2015 through an alliance with Dotz in our Prezunic stores. Our loyalty program in Colombia has quickly become used by our shoppers, achieving high penetration levels, with 64% of our sales coming from loyalty members in 2016.

 

Retail Consumer Banking

 

Banco Paris

 

Since 2005, we have owned Banco Paris, a specialty retail consumer bank in Chile. Banco Paris was formerly the Santiago Express division of Banco Santander Santiago, which we acquired in 2005 and registered as a separate bank under the Banco Paris brand with the Superintendencia de Bancos e Instituciones Financieras (the Superintendency of Banks and Financial Institutions, or “SBIF”).

 

In 2015, Banco Paris’ lending activities shifted to focus primarily on residential mortgage loans and no longer include the range of lending and credit activities it previously engaged in, which were primarily aimed at satisfying the demands for financial services of individuals.  As of December 28, 2016, the Bank and Financial Institutions Superintendency (SBIF) authorized Scotiabank Chile to acquire Banco Paris’ assets and liabilities, transferring them to Scotiabank starting from January 1, 2017. Additionally, as of the same date, SBIF approved an anticipated dissolution of Banco Paris and the appointment of a liquidation commission for the activities associated with the termination thereof. As of December 31, 2016, Banco Paris had 12 time deposits and 568 mortgage loans outstanding, all of which were transferred to Scotiabank Chile as of the same date.

 

To evaluate a customer’s credit risk, Banco Paris uses scoring and other automated systems to determine the customer’s profile and payment capacity in terms of income, education, family obligations, other financial obligations and other factors.

 

The table below sets forth information with respect to our Banco Paris loan portfolio:

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$, except percentages)(51)

 

Portfolio Status

 

 

 

 

 

 

 

Performing(52)

 

8,076

 

8,756

 

214,332

 

Past due:

 

 

 

 

 

 

 

31-89 days

 

735

 

757

 

8,549

 

90-180 days(53)

 

440

 

366

 

6,620

 

+ 180 days

 

392

 

556

 

499

 

Total

 

9,644

 

10,435

 

230,000

 

Loan loss allowance as % of past due loans

 

10

%

10

%

85

%

Loan loss allowance as % of all loans

 

2

%

2

%

6

%

 

Banco Cencosud

 

In 2011, we established Banco Cencosud in Peru and in June 2012 we received the operation license from the SBS, and started operations in August 2012 through our Cencosud credit card. Banco Cencosud is regulated by the banking, insurance and pensions superintendence of Peru (Superintendencia de Bancos, Seguros y Pensiones).

 

The table below sets forth information with respect to our credit card receivables in Peru:

 


(50)  Percentage that such sales represent of total sales by each of our stores in Colombia.

(51)  Includes activities from postponed commissions.

(52)  Performing loans not past due more than 30 days. Excludes Chilean credit card portfolio. And includes the effect of the JV transaction with Scotiabank in Chile.

(53)  Entire portfolio written off. These claims are subject to a 100% allowance.

 

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2016

 

2015

 

2014

 

 

 

(in millions of S.$, except percentages)(54)

 

Portfolio Status

 

 

 

 

 

 

 

Performing(55)

 

96,744

 

88,527

 

64,189

 

Past due:

 

 

 

 

 

 

 

31-89 days

 

4,311

 

3,525

 

3,564

 

90-180 days

 

4,772

 

3,554

 

2,142

 

181-365 days

 

224

 

94

 

27

 

Total

 

106,051

 

95,701

 

69,923

 

Over 365 days and legal proceedings(56)

 

 

 

 

 

 

 

Loan loss allowance as % of past due loans

 

87.3

%

82.8

%

82.8

%

 

The table below sets forth information with respect to our credit card receivables in Peru:

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of S.$, except in percentages)

 

Non-performing loans as % of total loans

 

8.8

%

7.5

%

8.2

%

Write-offs

 

16,113

 

11,406

 

15,889

 

Average monthly write-offs as % of total loans

 

1.3

%

1.0

%

1.9

%

 

Write offs are presented net of recoveries. Total recoveries amounted to Ch$ 3,836 million for 2016, Ch$2,697 million for 2015 and Ch$247 million for 2014.

 

Prices

 

Our price strategy varies depending on the format, market and business unit. For our high-end formats, we seek to offer quality and service while for our mid- and low-income formats; we seek to offer competitive prices without compromising service and quality. In addition, for seasonal items, our strategy is to periodically mark down these items until we have sold all seasonal stock. To ensure the maintenance of competitive market prices, we monitor periodically the prices of our competitors and position our prices to keep our competitiveness. Finally, we also support our prices with special offers and also with discounts through our private label credit cards.

 

Purchasing

 

We purchase our products from approximately 13,000 suppliers. No single supplier or group of related suppliers accounts for more than 10% of the total products purchased by us in 2016 on a consolidated basis. In addition to local and regional suppliers, we are also able to import products directly from Asia, where we are able to obtain more favorable pricing, and which in turn allows us to negotiate improved purchasing terms with certain suppliers. We believe that the sources and availability of materials for our retail store operations are adequate and will continue to be so for the foreseeable future. We have not experienced any difficulty in obtaining the types or quantities of the merchandise we require on a timely basis and believe that, if any of our current sources of supplies were to become unavailable, alternative sources could be obtained without any material disruption to our business.

 

Private Label Business

 

Private label are brands owned by retailers where the products are sold exclusively in their own stores. We carry our own private label program in both our food-retail and non-food-retail businesses, which allows us to increase the product offering using our own portfolio of brands in addition to national and international brands. The main objectives of our private label program are:

 

·                  to provide differentiation and uniqueness to our stores;

 

·                  to achieve incremental margin versus the national brands; and

 

·                  Increase price competitiveness

 

In 2008, we started to optimize and streamline our brand portfolio from 70 to 53 brands. We also established a private brand development process, a key performance index (KPI), toured retailers worldwide searching for benchmarks, and created network of suppliers, agencies, consultants and research companies to help develop our private label brands. Our strategy is to develop a portfolio of private brands shared across all countries and business units in order to achieve scale. Then, we segment our brands into megabrands (i.e.: Jumbo), core brands (i.e.: Attimo), specialists brands (i.e.: Alpes), and opening price point brands (i.e.: Maxima). Some brands are shared across different business units for achieving scale in production and communication, while others are sold in one specific business unit, establishing differentiation between our own formats.

 


(54)  Includes activities from postponed commissions.

(55)  Performing loans not past due more than 30 days.

(56)  Entire portfolio written off. These claims are subject to a 100% allowance.

 

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As a result of these actions, our private label brands continue to grow two to three times faster than the rest of our business, and we expect this trend to continue, not only in term of shares of sales but also adding incremental profitability to our business. The following table sets forth the penetration of private label brands for the year ended December 31, 2016:

 

Country

 

Supermarkets-
Food

 

Supermarkets -
Non-Food

 

Home Improvement

 

Department Stores

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

3.7

%

18.0

%

11.0

%

N.A.

 

Brazil

 

1.5

%

2.9

%

N.A.

 

N.A.

 

Chile

 

6.4

%

30.0

%

16.2

%

30.2

%

Colombia

 

7.2

%

8.9

%

12.2

%

N.A.

 

Peru

 

9.7

%

28.7

%

N.A.

 

N.A.

 

 Total

 

5.2

%

18.2

%

13.2

%

30.2

%

 

The increase in penetration of our private label brands in the year ended December 31, 2016 from the year ended December 31, 2015 is set forth in the following table:

 

Country

 

Supermarkets-
Food

 

Supermarkets -
Non-Food

 

Home Improvement

 

Department Stores

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

+0.5

%

-1.0

%

+0.8

%

N.A.

 

Brazil

 

+0.6

%

-0.5

%

N.A.

 

N.A.

 

Chile

 

+0.0

%

+1.4

%

+0.9

%

+0.3

%

Colombia

 

+0.3

%

-1.2

%

+0.9

%

N.A.

 

Peru

 

+0.5

%

-0.2

%

N.A.

 

N.A.

 

 Total

 

+0.3

%

+0.5

%

+0.6

%

+0.3

%

 

Distribution

 

General

 

Some of our products are delivered directly to our stores by our major suppliers and others are sent to our distribution centers. The use of our own distribution centers allows us to achieve operational efficiencies as suppliers can deliver their products to centralized locations rather than to our many store locations and we can benefit from economies of scale. In the event we experience significant growth outside our current geographic area, however, we may choose to lease additional facilities under similar terms or seek alternatives in order to recognize certain cost efficiencies.

 

Supermarkets

 

Chile

 

For fast-moving and high-volume sales merchandise, national suppliers distribute products directly to each store. For slow-moving groceries, perishable fruits and vegetables and imported products and meat, distribution is centralized through our distribution centers and delivered by third-party transportation companies. Sales from products delivered to our distribution centers accounted for approximately 65% of our sales at December 31, 2016.

 

We operate in five distribution sites nationwide and three in the Santiago metropolitan region from which we conduct all centralized deliveries to our Jumbo and Santa Isabel stores, including:

 

·                  A 41,000 square meter distribution center that operates in three shifts six days a week and is used to deliver non-perishable products. Perishable products were transferred to the new facility in operation since September 2016.

 

·                  A 90,000 square meter distribution site used to deliver non-perishable, non-food and textile products. Three quarters of the distribution center are dedicated to imported products and the remainder is used for a cross-docking system of national products that allows products to be shipped in less than 24 hours.

 

·                  A 31,000 square meter, brand new central refrigerated warehouse in Santiago commenced operation in September 2016.  This facility is equipped with SAP Warehouse Management System (“WMS”) and an automatic sorter and allows for increased centralization of more product categories and increasing availability of such products. It is designed for perishable product cross-docking (fresh vegetables, fruit, and refrigerated grocery) and stock of meat and poultry products and impored fruits). This facility is one of the most modern in the region.

 

·                  During the second quarter of 2016, we put in operation a new 15,000 square meter distribution center in Chillán (400km south of Santiago) in order to serve 60 stores in the south of Chile with better lead times and frequency. The new distribution center will also help us achieve important transportation cost savings, due to direct reception of local suppliers and backhaul between Chillán and Santiago. The distribution center is equipped with WMS and SAP Radio Frequency (“RF”), and can receive and store both dry and refrigerated/fresh products.

 

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·               A 3,000 square meter cross-docking center in Concepcion (second urban area in Chile), servicing our 19 stores in the city, helping to improve our lead time and service with smaller local trucks.

 

Frozen products (imported and national) are stored and delivered using a third-party logistics provider.

 

Deliveries are made using external carriers. Freight contracts are generally signed for three- or four-year periods, and include a rate adjustment based on changes in oil prices, exchange rates and other factors. We periodically solicit bids from external carriers according to our established corporate procurement policy.

 

Argentina

 

Distribution to our stores in Argentina is centralized from six distribution centers located in Buenos Aires (3), Cuyo, Córdoba and Tucumán, and transfer sites in Salta, Catamarca, and Mar del Plata totaling 174,000 square meters, which together accounted for 80% of our supermarket sales in Argentina in 2016, including meat and bakery products. Approximately 20% of our products are distributed to our stores directly by our suppliers.

 

Each distribution center supports between 60 and 120 specific stores in a five to six days a week basis, running both a stock operation of national and imported products and a cross-docking operation for fresh vegetable and fruits, and a share of groceries received from national suppliers. All operations are supported by a warehouse management system and radio frequency technology (consisting of a special chip attached to our products which can be later detected by antennas, allowing real-time knowledge about the location of our products). During 2013 we conducted an important nationwide upgrade of our communication hardware. We also completed and modernized our forklift park.

 

Real-time order information is transmitted from stores to distribution centers and subsequently to suppliers via our intranet site. This real-time system allows us to optimize product availability and delivery time. In addition, our distribution centers in Argentina have an automatic replenishment system to manage all non-perishable goods, including discount and seasonal goods, which helps maintain proper inventory levels and avoid shortages.

 

In order to increase our capacity and productivity, we upgraded the WMS software for the central distribution center in Ezeiza Buenos Aires during the second half of 2016.

 

During 2016, we reduced the size of our distribution center in Córdoba.

 

All trucks are provided by third-party companies pursuant to one- to three-year contracts. We periodically solicit bids from third-party trucking companies according to our established corporate procurement policy.

 

Brazil

 

We currently use three distribution centers for our GBarbosa stores in the north east of Brazil, totaling approximately 65,000 square meters. They are located in Aracaju (35,000 square meters), Salvador da Bahia (23,000 square meters) and Fortaleza (8,000 square meters). Our distribution centers accounted for approximately 80% of our sales as of December 31, 2016. The GBarbosa distribution centers run a dry and fresh goods stock operation. The Aracaju distribution center has been equipped with state of the art SAP WMS and radio -frequency since 2015.

 

Bretas stores in central Brazil are supported by two distribution centers, totaling approximately 54,000 square meters and a 2,000 square meters warehouse for fresh vegetables in the city of Uberlandia. The two large distribution centers are located in Belo Horizonte (35,000 square meters) and Goiania (17,000 square meters). Both distribution centers store dry goods, vegetables and fresh goods operations. Both distribution centers have staple stock (storage) and cross-docking capabilities, which enable goods received at the distribution center to be stocked and distributed at a later time or distributed immediately to our stores. Products stored or transfered via our distribution centers accounted for approximately 60% of our sales in 2016. Distributions to stores and home deliveries are made entirely by external carriers.

 

In the Bello Horizonte distribution center a new SAP WMS system with RF successfully commenced operation, increasing productivity and delivery accuracy.

 

Perini stores in Salvador da Bahia also have their own distribution center located in one store, because of their smaller scale and the higher-quality fresh products offered, Perini stores also receive direct deliveries from suppliers. Perini owns a small fleet of vehicles for distribution to its stores.

 

Mercantil Rodrigues are stores with high rotation food goods, such as fresh fruits and vegetables, meat and poultry, dairy and others. These stores receive direct deliveries from suppliers.

 

Our 31 Prezunic stores in the city of Rio de Janeiro are served by a rented distribution center. This distribution center is located in Rio de Janeiro city’s center, has an area of 40,000 square meters and has facilities for dry goods, chilled goods and frozen goods. The distributions to stores are made by a standardized fleet of 21 trucks, which we own, with a complete GPS monitoring system and a fleet rented from a third party contractor for the peak season.

 

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Peru

 

We operate three distribution centers and three warehouses, which support both Wong and Metro supermarkets and hypermarket stores. The main distribution center is a 23,248 square meter site, owned and used for the cross-docking of fresh vegetables, meat and other food products. During 2016 it was renovated, increasing store capacity and quality of the facility. Additional rented distribution centers add 40,000 square meters of storage area, for non-food, textile, imported goods, and for home delivery operations of home appliances and other large sized items. Frozen products are distributed by a third party. The operation is supported by SAP WMS system. In 2016, a more intensive MRP system for warehouse fullfillment was installled.

 

Cross-docking of national groceries and fresh-products represents approximately 50 % of centralized distribution while a regular in-stock operation is used for distribution of imported products and some categories of national non-food products. We use a SAP-based warehouse management system for our operations. Deliveries are made using external carriers and delivery contracts are negotiated periodically. We also periodically solicit bids from external carriers, according our to established corporate procurement policy.

 

In Chiclayo (800 km from the north of Lima), we operate a 5,000 square meter distribution center named Chiclayo, which is equipped with WMS SAP and RF and is designed to receive and store dry and fresh goods. The operation allows the capture of freight synergies and improves lead times for 19 stores in the north of the country, which together represent 14% of the Company’s sales in Peru.

 

Colombia

 

Our distribution operations in Colombia are conducted through a third party that offers storage services and handling of products. Approximately 65%of our goods sold are handled through one of the three different platforms used by our third-party contractor.

 

Cross docking is used in the cities of Bogota, Cali, Bucaramanga, Barranquilla and Medellin. During 2015 a non-food e-commerce logistical platform was installed in Bogotá, together with big ticket home delivery.

 

Department stores

 

We operate one 77,000 square meter distribution center located in Santiago that services all our Paris department stores in Chile. Additionally, there are 16,000 square meters of rented space for temporary overflow, home delivery logistics and reclassifications.  Centralized distribution accounts for nearly all of our Paris sales. We use a warehouse management system, RF technology and an automated sorter for cases and certain textiles. In addition, we have another operation in the same distribution center for internet sales and offer special value-added services (packing, gift wrapping and gift cards and others) and deliver the products directly to our customers’ homes. In support of our fast-growing click and collect distribution model, by the end of 2016, 39 Cencosud Chile locations will permit in-store pick-up of orders made via internet. In Concepcion (500 km south of Santiago) we operate a 1,300 square meter transfer warehouse for home delivery.

 

Deliveries are made using external carriers. We have different contracts for each distribution zone and type of service required. Contracts are generally negotiated on a two- to three-year basis. We periodically solicit bids from external carries according to our established corporate procurement policy.

 

For the Johnson department store chain, we operate a 21,175 square meter rented distribution center located in Santiago. Centralized distribution accounts for all sales. The distribution is made by third-party contractors. Home delivery operations are shared nationwide with Paris delivery routes and fleet.

 

In 2015 a new order management system, Manhattan OMS, was introduced.  The roll out this new system in 2016 opens the possibility to share inventory data of all stores, which enables omnichannel functionality in our Paris department stores. This capability is planned to start in March 2017.

 

Distribution for our Paris stores in Peru is handled by a third party in a 15,000 square meter facility.

 

Home improvement stores

 

Chile

 

Our 71,000 square meters distribution center is located in Santiago and accounted for approximately 65% of our Easy sales in 2016. Centralized distribution is mainly supported by a cross-docking system that operates with more than 450 vendors and accounts for two thirds of the distribution operations, while the rest arises from imported stored goods.

 

Transportation is handled by external carriers. Home delivery transportation contracts are signed for a one- to two-year period. Distribution center-to-store transportation contracts are signed for four years because of the high investment required to customize trucks for optimal load capacity. Special two-story trucks with side load compartments are designed to transport irregular-shape products that are commonly sold in our Easy stores.

 

An automatic replenishment system manages the stock levels in stores in order to maximize service level and optimize inventory turnover. A new manual sorting machine installed in the second quarter of 2016 in the Santiago’s central distribution center is expected to improve labor productivity.

 

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Argentina

 

We operate four distribution centers located in Buenos Aires for our Easy and Blaisten operations, totaling 80,000 square meters. Easy Argentina also relies on direct deliveries from suppliers to stores.

 

Centralized distribution includes a regular warehouse operation from stocked merchandise (imported and domestic goods) and a growing cross-docking operation with more than 600 vendors. There is also a home delivery operation which accounted for approximately 50% of sales in 2016.

 

Transportation is handled by external carriers. Distribution center-to-store transportation and home delivery transportation contracts are negotiated every two years. We periodically solicit bids from external carriers according to our established corporate procurement policy.

 

A new state of the art central distribution center in Buenos Aires is planned, with engeneering and architecture and first land preparation works being completed, the construction is expected to begin in the second quarter of 2017. The new 78,000 square meter facility near Buenos Aires will concentrate the present four distribution centers and temporary rented space, increasing centralization and improved productivity.

 

Marketing

 

During 2013, we worked to further develop our Cencosud brand, with two main objectives: (i) consolidating Cencosud as a strong brand, widely recognized across socioeconomic groups and across regions, and (ii) creating a family of brands recognized and valued by our customers, with the endorsement of Cencosud as a seal of quality and reliability.

 

Our aim is to develop strong brands prepared for competition with global brands, but with an appeal to local consumers. For this, we have an internal consumer research unit that allows us to better understand our consumers’ behaviors, attitudes, demographics and trends, providing us with important and valuable information necessary to adjust our marketing strategy in each of our business units in all the countries in which we operate.

 

Supermarkets

 

Chile

 

Consistent with our business strategy, our marketing plan is directed at projecting our image as a hypermarket and supermarket chain which offers value through a combination of high-quality service and competitive prices. In Chile, Jumbo is one of the most valued brands, mainly for its association with quality, variety and service. Our principal marketing themes for our Jumbo hypermarkets in Chile and Argentina are “Jumbo te da más” (“Jumbo gives you more”). Santa Isabel is a supermarket based on the concept of convenience and closeness with our customers. Our principal marketing theme for our Santa Isabel supermarkets is “Santa Isabel te conviene dia a dia” (“Santa Isabel is convenient day to day”).

 

We operate separate, marketing programs for our Jumbo hypermarkets and Santa Isabel supermarkets. Our primary advertising outlets, in addition to point-of-sale marketing, are mass marketing, mainly television and radio, nationwide and regional press, brochures and magazine-type inserts in major newspapers, and we are investing strongly and steadily in digital marketing, including social networks and email marketing. We receive fees from our Chilean suppliers for access to selling space in our hypermarkets and supermarkets and in connection with special promotions and other marketing programs.

 

Argentina

 

As in Chile, our marketing strategy in Argentina is directed primarily at increasing net sales and projecting our image as a hypermarket chain which offers high-quality service and competitive prices. Our marketing efforts for Jumbo and Disco in Argentina are, however, aimed more at consumers in the middle and higher income levels. For lower income levels, we operate Vea supermarkets. Located mainly in the provinces, Vea supermarkets are focused on the concept of value priced products and, consequently, financial saving to the retail customer. Our primary advertising outlets in Argentina, in addition to point of sale marketing, are mass marketing, mainly television and radio, nationwide and regional press, brochures and magazine-type inserts in major newspapers, and we are investing strongly and steadily in digital marketing, and email marketing.

 

Brazil

 

We believe that we have a very positive image in our customers’ eyes where we operate because of our low prices, the quality of our services and the diversity of products. In 2014, Cencosud decided to take marketing to the regional level in Brazil, allowing a higher degree of flexibility in all campaigns released in the country and an increased ability to target certain demographics of the population. Brazil is the only country where Cencosud currently operates with regional marketing because of its operations structure, which is justified by the geographic dispersion and the cultural particularities of the eight Brazilian states where we are present. For that reason, our marketing teams and external publicity agencies meet regularly to analyze and develop marketing strategies aimed at the population of each of our networks (Bretas, GBarbosa, Mercantil Rodrigues, Prezunic and Perini).

 

Merchandising material has been reviewed to highlight promotional packs and the value saved on purchases, increasing the customers’ perception of the advantages of all our brands. Furthermore, we improved promotional execution internally by means of planning, more structured processes, implementation of indicators and higher assertiveness in communications and guidelines transmitted to store teams.

 

Regionality is a factor that directly influences the creation of the brands´ campaigns, since the language used in campaigns is specific to the choice of media for broadcasting (television, radio, newspaper, pamphlet, social networks, among others) and the advertised items. At Perini, for

 

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example, the focus is on premium and handmade products. Prezunic, GBarbosa and Bretas, our main supermarket chains appeal to everyday items. Direct import products in the Sabores do Mundo (Flavors from the World) section are present in our stores that are located in affluent neighborhoods, to serve the most demanding customers. Mercantil Rodrigues, which operates in the cash and carry format, has low prices and variety as a main attraction for customers and is a model that has shown a big growth in Brazil in the recent years.

 

Buying experience and loyalty are among the priorities of Cencosud in Brazil in order to attract and retain customers. Therefore, in addition to promoting mass media offers, we show support to big events such as Carnival and São João, target our communications and perform customer relationship management as part of our marketing planning goal of bringing brands closer to our customers. With this focus in mind, in 2016, Bretas presented its new campaign,”Bretas, getting better” and held the first edition of the Bretas Customer Meeting, a music and gastronomy event, which brought more than 3,000 people together in the cities of Uberlândia (Minas Gerais) and Goiânia (Goiás), related to the “buy and win” initiative.

 

We are also innovating other methods of differentiating our stores from others. For example, in summer 2016, the Prezunic Barra store opened the first ice bar in Brazil in Rio de Janeiro. During the 60 days of operation, the space, made entirely of ice, received 5,500 visitors, whose access was guaranteed through “buy and win”. In 2016, Perini joined the food trucks trend and took their self-manufactured products to various districts of Salvador (Bahia) in order to be even closer to customers.

 

Cencosud Card, our private label card, has maintained its strong presence in the advertising campaigns of GBarbosa, Mercantil Rodrigues and Bretas, offering discounts and special payment conditions and contributing to store loyalty.

 

Peru

 

Our marketing strategy in Peru is segmented. Our marketing strategy for our Wong brand, which primarily targets the upper-income consumer, relies heavily on well-known newspapers and sponsors and promotes Peruvian products and festivities such as “El Corso,” “Evento del Pisco” and others. Our marketing strategy for the Metro brand relies more on mass media, mainly television, which allows us to broadly communicate our offers and value proposition to middle-income families, a growing segment in the Peruvian market. As in Chile, we receive fees from our Peruvian suppliers for access to selling space in our Peruvian stores and in connection with special promotions and other marketing programs.

 

Colombia

 

2013 was the year when Jumbo and Metro arrived to Colombia. This entailed the transformation of stores according to each brand’s identity and their launch to the market.

 

In 2014, with the brands already established, our challenge was to work for recognition and to position Jumbo and Metro within each target audience and begin their consolidation. Accordingly, we planned to focus on the following areas:

 

·                            Establishing and strengthening the value proposal for each brand through the attributes that distinguish them leveraging on Cencosud´s own prestige and recognition among Latin American consumers.

 

·                            Building “price image” for Metro and “Quality” for JUMBO, acknowledging those factors as vital drivers for the Colombian market.

 

·                            Customizing Jumbo and Metro to Colombian expectations and regionalizing communication in order to better relate to the needs of customers and become ingrained in Colombian society.

 

·                            Enhancing the relationship with customers to establish a rapport with consumers and better funnel marketing investments.

 

Home improvement stores

 

Our home improvement marketing efforts are directed at projecting our image as a provider of everything, necessary for the home under one roof, from small to large construction projects for the general population, including professional contractors and homeowners. We also educate clients through practical classes at our store locations and digital media. Our marketing strategy reinforces our commitment to offer the best solutions for our customers at the best prices and our private labels and exclusive brands portfolio is an important support to this strategy. It also relies heavily on mass media and recently, and with growing importance, on digital media reinforcing the omnichannel communication strategy. Consistent with our policy of customer satisfaction, we guaranty the lowest price in the market and accept returned products if the client is not satisfied. We consistently focus on making our home improvement stores an even more meaningful brand for the people and the community with a growing focus on sustainability.

 

Department stores

 

Our Paris department stores have a complete marketing calendar, with a strong and consistent investment in mass media as well as digital media. Our Paris Facebook page has more than 1.5 million fans. Paris has pioneered the creation of special events for its fans and social media followers. Paris has advertising contracts with well-known international and local celebrities in the local community, positioning Paris as a fashionable, modern and women-oriented brand.

 

Since 2010, Paris, concerned about its social impact on stakeholders, has organized various projects that positively impacted the community and the environment. “Paris Parade” has become of a fixture of the city of Santiago for the month of December. This event, similar to the Macy’s Thanksgiving Day Parade in New York, draws over one million people to Santiago’s Main Avenue to watch a parade of large inflatable balloons.

 

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Additionally, in 2013, Paris launched a CSR program called “Ropa x Ropa,” or clothes for clothes, to encourage garment recycling, turning the brand into the main recycling institution in South America. In the same vain, in 2015, Paris launched another CSR program called “Volver a Tejer” or Back to Knit, a collaborative project among Paris, the Chilean government and local knitters and spinners from Chile, which aims to redefining redefine the actual relationship between retailers and local artisans.

 

Shopping centers

 

Marketing initiatives for our shopping centers are conducted by each individual brand within its unique positioning: Unicenter, Costanera Center, Alto Las Condes, Plaza Lima Sur and Portal (the umbrella brand for all of our neighborhood shopping centers). Our main marketing objectives are to create 360° marketing campaigns that offer unique and memorable experiences to our consumers and create long term loyalty, as well as increase sales and traffic, with the use of traditional, non-traditional and digital channels.  It is our goal to create integrated experiences for our customers.  Also, the growth of digital and mobile phones has led us to develop digital platforms that will allow us to implement loyalty initiatives that will target preferences of each individual customer and generate engagement and loyalty.

 

In line with our marketing objectives, campaigns have been implemented to support consumers in key issues of their lives and within the communities they live in.  For example, in Alto Las Condes, the “Breast Cancer Campaign” generates awareness of breast cancer and has seen greater participation from our customers each year. The “Mujeres que Dejan Huella” campaign in Alto Las Condes focuses on empowering women. Our Christmas gift initiative in Chile resulted in the collection of over 50,000 gifts that were given to 14 institutions that gave the gifts to children before the holidays. The Buscadog.cl initiative promoted adoption of street dogs and responsible caring of pets, and resulted in the adoption of over 100 dogs in 2016. These are a few examples of the social responsibility campaigns that are implemented in our shopping centers.

 

All shopping center promotional and marketing costs are paid by our tenants as part of their monthly maintenance fees. Each tenant’s contribution is proportional to its sales.

 

Competition

 

The retail industry is highly competitive and characterized by high inventory turnover, controlled operating expenses and small profit margins as a percentage of sales. Earnings primarily depend upon the maintenance of high per-store sales volumes, efficient product purchasing and distribution and cost-effective store operations and inventory management. Advertising and promotional expenses are necessary to maintain our competitive position in our major markets. We compete principally on the basis of price and, to a lesser extent, location, selection of merchandise, quality of merchandise (in particular perishables), service, store conditions and promotions. We face strong competition from international and domestic operators of supermarkets, department stores, home improvement stores and shopping centers, including Casino, Carrefour, Wal-Mart and Falabella.

 

The following table provides a brief overview of our competitive position in each of our principal markets as of December 31, 2016:

 

 

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

Supermarkets

 

2nd

 

2nd

 

4th

 

2nd

 

3rd

Department stores

 

2nd

 

 

 

 

Home improvement

 

2nd

 

1st

 

 

 

Shopping centers

 

2nd

 

2nd

 

 

 

 

Source: ASACH, ABRAS, Nielsen, competitors’ press releases, and company estimates. Data for Walmart Chile used in the above is based on Walmart Chile’s statistics as of June 30, 2016, the latest date as of which information was made publicly available by Walmart Chile.

 

See “—Industry Overview and Competition” below for more information about the markets in which we compete.

 

Management Information Systems

 

During 2016 our Supermarket information technology division accomplished several milestones, which delivered important business results.

 

One key aspect that will have long term effects is the decision to leverage the size of Cencosud in the design and deployment of customer solutions by using a single and common approach that will be fine-tuned for each market. This allow us to engage global players for mobile, ecommerce and omnichannel products, such as Globant, Vtex and Nisum, thus enhancing our capabilities and speed in delivering solutions across all countries simultaneously.

 

In the Argentina supermarket division, we completed WMS implementation and were able to add an additional distribution center. In the ecommerce area, we deployed websites for Disco and Vea, which allowed significant organic growth of the operation. Currently, all three chains have ecommerce operations.

 

In Peru, we launched the SAP Retail project to replace the current aging system. This is a multimillion dollar solution that will change our business processes and add capabilities across all supply and store functions. This is a key project that will pave the way for future implementations in the region.

 

In Colombia, we completed the rollout of our new eCommerce suit, VTEX, which will be implemented in Chile, Argentina and Peru during 2017.

 

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In Chile, we started the rollout of the first supermarket sorter, which we expect improve supply operation. We also implemented the first stage of a forecast and replishment solution based in SAS, which will allow increasing automation of forecasts in all categories. We also implemented IBM’s Demandtec system for several pilot categories, which will improve our capabilities for competitive pricing. Furthermore, we are working with Vtex and Globant in the ecommerce and mobile spectrum to rollout our new generation of omnichannel capabilities. Finally, the rollout of the POS based on NCR was completed during the first quarter of 2017.

 

In Brazil, we made an important investment in technology for our stores. Handheld collectors and mobile printers were delivered across all stores in Brazil, in order to automate the main operational processes. With this new tool, internally known as MAIS+, it was possible to reduce price divergences, increase the availability of products on shelves and improve the processes of receiving merchandise, recording stock-out and checking for upcoming products.

 

The Home Improvement division continues to advance its omnichannel focus with the implemention of the latest version of IBM’s Websphere Commerce tool in Chile, which stands out for improving the user experience and for its mobile version.

 

In Chile, we completed the implementation of WMS, based on LogFire version of Oracle. The project provides complete and robust visibility of the warehouse and its logistics.

 

In 2016, the High Excellence in Service (MEXS) program began, which focuses on replacing the sales processes in order to centralize the retail and wholesale processes in a wordclass platform as SAP, using the graphical user platform SAP FIORI and while contributing to the development of the omnichannel model. This program will be rolled out during the first half of 2017.

 

In 2016, the Department Stores division continued the development of its omnichannel strategy. The main axes of development were related to the implementation of Manhattan OMS, the rollout of the Click & Collect in 40 stores, the implementation of collection points in across our store brands (Jumbo, Easy, Santa Isabel and Johnson). In connection with this strategy, the buy on line, pick up in store (“BOPIS”) fulfillment model will continue be developed and will be available during the second quarter of 2017.

 

As part of the empowerment of the Manhattan tool, OMS also implemented the Supply Chain Intelligence (“SCI”) tool, which allows real-time logistic management of order fulfillment.

 

In addition, the project to replace the current e-commerce site with a new version on a Software as a Service (“SAAS”) modality started, this project seeks to enable significant improvements in the customer’s purchasing experience as well as improve the conversion rate. As a whole, the project to replace the back-office system (legacy system dating back to approximately 2000) with e-commerce began to be developed. Through this change we seek the optimization of order validation processes as well as the reduction of fraud through the Cybersource tool.

 

Additionally, the Paris mobile strategy was developed in conjunction with Deloitte.

 

In Paris Peru, we developed a project to qualify the loyalty program “Bonus,” promoting loyalty and granting the ability to exchange accumulated points in stores.

 

In the physical stores, a technological enabling plan was developed that seeks to provide better service to customers and employees. This plan included installing self-service pricing terminals in all stores in Chile and Peru and providing wifi that is enabled with connected mobile experience (“CMX”) technology in 14 stores, which allows us to analyze overall wifi use, better identify wifi zones with the greatest use and explore future possibilities of direct marketing.

 

In the Shopping Centers division, we extended the use of SAP’s Real Estate module, to manage the office leasing business, supporting commercialization of prime locations like Costanera Center office towers. Also in 2016, we adopted an innovative mobile app to give visitors of Costanera’s Observation Deck an augmented reality experience of Santiago’s skyline.

 

Leveraging the Oracle’s Siebel Loyalty platform investment made in 2015, we successfully integrated our PuntosCencosud.cl website with the Despegar.com travel site, allowing our loyal customer base in Chile to redeem points for air tickets and travel packages, improving the value proposal of the loyalty program.

 

On the company’s back office side, we successfully upgraded the SAP FI/CO regional implementation to the last release, and migrated to a newer HANA technology, achieving important performance gains on execution times on daily activities and financial closing processes, improving overall operational efficiency. In 2017, we expect to enter the final project phase, integrating Brazilian subsidiaries to this regional unified platform.

 

Aiming at reaching higher levels of efficiency in all back office areas, we also advanced the implementation of SAP’s Ariba Sourcing and Contract Management solutions to better support critical procurement processes.

 

On the human resources side, we continued the deployment of the Cornerstone e-learning SaaS platform in-store and on administrative offices, benefiting more than 40,000 employees on its first stage, already improving reach and reducing cost of training across all business units.

 

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Cyber security

 

The cyber security strategy is reviewed and updated by the Information Security Committee. We established a dedicated cyber threat management team to monitor operations and infrastructure, to ensure that employees and vendors are working within policy compliance and auditing policies and controls continuously. We updated policies and procedures for employees with access to critical information in order to ensure that they are aware of threat issues and the importance of information security.

 

Cyber-attack detection systems are in place, including fire walls and intrusion prevention systems. We updated the platform with monitoring & logging tools and cyber intelligence services. The Ethical Hacking program is executed periodically with different levels of penetration, including: websites, ecommerce, app’s and perimeter defense to validate the security measures and suggest improvements if necessary.

 

Additionally, to reinforce a risk-aware culture, we developed an extensive security risk awareness program for all the employees.

 

The security platform allows us to manage user identities, allocate resources to users and secure access to corporate resources. The Information Security Department and Corporate Audit Department review segregation of duties. Business Process Owners review end users profiles on regular basis to ensure correctness. We have an access management process for all the key applications that support business units based in Chile, Argentina, Peru, Brazil and Colombia.

 

Property, Plants and Equipment

 

Our properties include hypermarkets, supermarkets, home improvement stores, department stores, shopping centers and land reserves for the construction of stores and shopping centers. All of our properties are located in Argentina, Brazil, Chile, Colombia and Peru. We believe that all of our facilities are adequate for our present need and suitable for their intended purposes.

 

We own our headquarters, located at Av. Kennedy 9001, Las Condes, Santiago, Chile. The following table sets forth certain information with respect to our facilities at December 31, 2016:

 

Segment

 

Country

 

Number of
stores

 

Area(57)

 

% Leased(58)

 

Supermarkets

 

Chile

 

245

 

578,362

 

60.8

%

Supermarkets

 

Argentina

 

282

 

523,732

 

55.3

%

Supermarkets

 

Brazil

 

211

 

594,855

 

95.5

%

Supermarkets

 

Peru

 

91

 

272,001

 

49.5

%

Supermarkets

 

Colombia

 

103

 

431,232

 

33.3

%

Home Improvement

 

Chile

 

35

 

325,315

 

11.4

%

Home Improvement

 

Argentina

 

51

 

391,546

 

21.6

%

Home Improvement

 

Colombia

 

10

 

82,320

 

30.0

%

Department Stores

 

Chile

 

79

 

377,288

 

67.4

%

Department Stores

 

Peru

 

10

 

55,333

 

90.3

%

Shopping Centers

 

Chile

 

25

 

421,564

 

98.2

%

Shopping Centers

 

Argentina

 

22

 

277,203

 

97.2

%

Shopping Centers

 

Peru

 

4

 

71,191

 

90.5

%

Shopping Centers

 

Colombia

 

2

 

8,890

 

36.4

%

Distribution Centers

 

Argentina

 

14

 

254,703

 

22.1

%

Distribution Centers

 

Brazil

 

7

 

158,885

 

73.2

%

Distribution Centers

 

Chile

 

16

 

404,918

 

53.6

%

Distribution Centers

 

Colombia

 

12

 

45,160

 

100.0

%

Distribution Centers

 

Peru

 

12

 

45,160

 

100.0

%

 

In addition, we routinely purchase undeveloped properties that we anticipate to use for future supermarket construction, home improvement stores and shopping centers. As of December 31, 2016, we had the following undeveloped properties:

 

Country

 

Number of
properties(59)

 

Total area
(in square
meters)

 

Ownership

 

Argentina

 

75

 

3,284,711

 

Owned

 

Brazil

 

25

 

351,087

 

Owned

 

Brazil

 

5

 

19,120

 

Leased

 

Chile

 

51

 

2,368,360

 

Owned

 

Chile

 

8

 

306,747

 

Leased

 

Colombia

 

3

 

71,681

 

Owned

 

Peru

 

24

 

132,517

 

Owned

 

Peru

 

6

 

11,622

 

Leased

 

Total

 

197

 

6,545,848

 

 

 

 


(57)  In thousands of square meters.

(58)  In the case of shopping centers, the percentage represents the occupancy rate.

(59)  Includes properties where construction is ongoing and also office space and other type of properties.

 

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Intellectual Property

 

The principal trade names and service marks used in our business are Jumbo, Easy, Santa Isabel, Disco, Vea, Paris, Johnson, Puntos Cencosud, Wong, Metro, GBarbosa, Bretas and Prezunic among others, and their respective logos, covering all major South American markets. We own or have the rights to use the trade names and service marks and the respective logos related to all our marks. We believe that our trademarks, trade names and service marks are valuable assets to us which successfully differentiate us from our competitors.

 

Insurance

 

The Company’s policy is to maintain suitable insurance, for Cencosud itself and its subsidiaries, on fixed assets (buildings and equipment) and inventories against potential risk. In particular, these assets are covered against, amongst others the risks fire, earthquake, terrorist acts and theft.  The Company is also covered for business interruption should any of the above-mentioned incidents occur and for general business liability events.  Management believes that our insurance coverage is adequate for our business.

 

Material Agreements

 

For a description of the material agreements relating to our indebtedness, please see “Item 5.—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness.”

 

Industry Overview and Competition

 

Our countries of operation—Argentina, Brazil, Chile, Colombia and Peru—represent a combined population of approximately 348.8 million, according to the latest available data published by the World Bank as of 2015 . Chile, our largest market in terms of revenues from ordinary activities, has a population of approximately 18.0 million, experienced GDP growth of 1.8% in 2014 and 2.3% in 2015 and is estimated to have grown 1.6% in 2016, as reported by the Central Bank of Chile. Argentina, our second-largest market in terms of revenues from ordinary activities, has a population of approximately 43.4 million and, according to the Central Bank of Argentina, experienced annual real GDP growth of 2.9% in 2013, 0.5% in 2014 and 2.4% in 2015 and a decrease of 2.3% in 2016. Brazil, our third-largest market in terms of revenues from ordinary activities, has a population of approximately 207.8 million and, according to the Central Bank of Brazil, experienced real annual GDP growth of approximately 3.0% in 2013 and 0.5% in 2014, and GDP contraction of 3.8% in 2015 and 3.6% in 2016. Peru has a population of approximately 31.4 million and, according to the Central Bank of Peru, experienced annual GDP growth of approximately 5.8% in 2013, 2.4% in 2014, 3.3% in 2015 and 3.9% in 2016. Colombia has a population of approximately 48.2 million and, according to the Central Bank of Colombia, experienced annual GDP growth of approximately 4.9% in 2013, 4.4% in 2014, 3.1% in 2015 and 2.0% in 2016.

 

We have supermarkets in Argentina, Brazil, Chile, Peru and Colombia; home improvement stores in Argentina, Chile and Colombia; shopping centers in Argentina, Chile and Peru; and department stores in Chile and Peru. During the year ended December 31, 2016, 72.5% of our revenues from ordinary activities came from our supermarket operations, 12.5% came from home improvement operations, 10.9% from our department stores, 2.3% from our shopping centers and 1.7% from our financial services.

 

 

 

Year Ended December 31, 2016

 

 

 

Supermarkets

 

Shopping
Centers

 

Home
Improvement

 

Department
Stores

 

Financial
services
continuing
operations

 

Other(60)

 

Revenues from ordinary activities

 

7,487,810

 

238,722

 

1,294,348

 

1,126,931

 

177,683

 

7,506

 

Gross profit

 

1,887,346

 

207,612

 

444,980

 

315,965

 

117, 865

 

2,763

 

 

The Supermarket Industry

 

Chile

 

As of December 31, 2016, we estimate that the Chilean supermarket industry is composed of approximately 1,363 stores nationwide(61), including hypermarkets and supermarkets, compared to 1,394 the previous year, according to the Chilean National Institute of Statistics (INE). As of December 31, 2016, total net sales by supermarkets in Chile grew by 6.1% as compared to the same period in 2015, also according to INE. During the last three years, nominal same-store sales at our supermarkets grew by 4.3%, 4.6% and 3.9% in 2014, 2015 and 2016, respectively.

 

The Chilean supermarket industry had been characterized by the construction of larger stores (including more hypermarkets), both on a free-standing basis and within shopping centers and other commercial developments, and consolidation of ownership in fewer, larger supermarket chains. Current trends in the industry include increased differentiation among competitors, with some supermarket chains emphasizing a low price/low

 


(60)  See “Item 4. Information on the Company—B. Business Overview” for a description of our “Other” segment.

(61)  Supermarket stores with three or more check-outs.

 

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service strategy, while others have pursued a strategy of moderate or higher prices with higher levels of service. Other recent trends in the Chilean supermarket industry have include the development of specialized internet sale channels by major players, increased funding of marketing costs by suppliers, expansion by chains outside the Santiago metropolitan region and to urban areas with lower purchasing power, the growth of private label products, and increased demand for organic products and prepared foods.

 

As noted above, we believe that the Chilean supermarket industry in Santiago shows certain signs of saturation, and as a result newly opened stores to some extent cannibalize the sales of existing stores. As of December 31, 2016, the industry of supermarkets in Chile in the aggregate generated revenues of Ch$19,893,755 million.. Our growth prospects in the Chilean food retailing sector are likely to depend to a large extent on future growth in Chilean GDP, and we cannot assure you that this will in fact occur. Our competitors include hypermarkets, supermarkets, hard discount stores, self-service stores, traditional, family-owned neighborhood grocers and open markets. Although competition is already intense in many locations, we believe that competition is likely to intensify further as existing competitors expand the number of their stores and improve the quality of their operations and as new competitors enter the market. Competition is based on price, quality, variety, customer service and store location, with various competitors emphasizing these factors to varying degrees.

 

The following table presents certain information about us and our principal competitors in the Chilean supermarket industry as of December 31, 2016:

 

 

 

Wal-Mart
Chile(62)

 

Cencosud

 

SMU

 

Falabella
(Tottus)

 

Number of stores

 

358

 

245

 

511

 

61

 

Total selling space (square meters)

 

911,000

 

578,362

 

591,000

 

207,000

 

Market share(63)

 

40.5

%

28.3

%

23.6

%

7.6

%

 

Source: Public filings, INE.

 

We estimate that Walmart Chile is the largest supermarket chain in Chile in terms of net revenues and, at June 30, 2016, it operated 358 stores in Chile. Walmart Chile operates four different sizes of stores under different brands, allowing it to target different segments of the market offering a combination of everyday low prices, service and proximity. Walmart Chile entered the Chilean market in January 2008, and due to its association with Wal-Mart, we believe it has greater leverage with its suppliers than us or its other competitors. As a result, it is able to obtain more favorable purchasing terms than us. We estimate that we are the second largest supermarket chain in Chile and according to Nielsen had a 29.3% market share as of December 31, 2016.

 

Efforts by Chilean retail holding company SMU S.A. (“SMU”) to consolidate over 50 regional food retailers in Chile into a single integrated rival threaten to increase competition in the Chilean supermarket industry. Additionally, in September 2011 SMU announced it had acquired rival Supermercados del Sur, which we estimate was the fourth-largest supermarket chain in Chile in terms of revenues at the time. These consolidation efforts have not yet had a material impact, but we perceive increased risk over the intermediate-to-longer term. We see similar consolidation efforts targeting smaller hardware stores and “do-it-yourself” retailers in the home improvement industry, such as the SMU’s acquisition of Construmart, the third-largest retailer in the Chilean home improvement industry in terms of revenues in our estimation. During 2013 SMU had to amend its financial statements to better reflect lease agreements for its operations. This led to a restructuring of their liabilities. SMU further announced it had resolved to sell Construmart and Monserrat in Chile and Mayorsa in Peru, in addition to several supermarket stores operated under the Unimarc brand. We believe other regional rivals could emerge in the future. In December, 2014 SMU announced it had successfully divested from its 40% stake in supermarket chain Montserrat for a price of U.S.$ 44.3 million. In January 2017 SMU completed an initial public offering, and we expect that the proceeds would better position it to invest in its supermarkets business, including expansion of convenience stores in Chile.

 

In January 2016, the Fiscalía Nacional Económica (“FNE”) filed an injunction against the following three companies: Cencosud, Walmart Chile and SMU for alleged collusion between supermarkets. The injunction was based on conduct alleged to have contributed to fixing prices in the chicken fresh meat market. Cencosud was notified on January, 8th, 2016. We answered the complaint rejecting categorically the allegations of the FNE.  For Cencosud totally repudiates the allegations and believes every collusion and anti-competitive practice is unacceptable. We generally perceive homogeneity in retail pricing and terms. Chile’s vendor base is largely consolidated, and characterized by oligopoly and monopoly structures that have generally limited procurement power among retailers, despite their perceived scale advantages.

 

Argentina

 

Historically, the Argentine supermarket industry was dominated by traditional, family-owned neighborhood grocers (almacenes). In the 1980s, supermarkets began to proliferate and the first hypermarkets appeared, a trend that accelerated in the early 1990s with significant expansion of modern supermarket operations, including minimarkets, supermarkets and hypermarkets in urban areas. During the 1990s, consumer grocery purchases at almacenes declined. Since 1999, the level of market penetration has remained relatively stable. The Argentine supermarket industry is highly competitive and fragmented, and we estimate that the four largest supermarket chains in Argentina account for approximately 61% of total supermarket net sales as of December 31, 2015. In Argentina, where foreign food retailers have an established presence and we are a smaller competitor, we face a very different competitive atmosphere than in Chile. We believe that some of these food retail companies have substantially greater financial resources than us. In addition, there is strong competition from small independent stores and individual, non-chain stores that represent a significant and growing part of the food and grocery business in Argentina.

 


(62)  Data for Walmart Chile used in the above is based on Walmart Chile’s statistics as of June 30, 2016, the latest date as of which information was made publicly available by Walmart Chile.

(63)  As of December 31, 2016, based on reported net revenues from supermarket operations in Chile.

 

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For many years, large international retail chains, such as Wal-Mart, the largest U.S. retailer based on market capitalization, and Carrefour have operated in the Argentine market. When Wal-Mart entered the Argentine retail market in 1995, it implemented a strategy of low food prices that was aimed at capturing market share from large hypermarkets such as Carrefour. As a result, the rate of industry consolidation increased substantially during recent years, as larger store formats have been increasing their market share at the expense and through the purchase of smaller store formats.

 

The following table presents certain information about us and our principal competitors in Argentina as of December 31, 2016:

 

 

 

Cencosud

 

Carrefour(64)

 

Wal-Mart(65)

 

Coto

 

Number of stores

 

283

 

587

 

107

 

122

 

Market share(66)

 

16.7

%

17.5

%

11.6

%

12.4

%

 

Source: Public Filings, INDEC, Planet Retail.

 

Our main competitor in Argentina is Carrefour. At December 31, 2016, Carrefour operated 587 stores. Part of Carrefour’s competitive advantage arises from its low prices and aggressive promotional campaigns around special seasonal events coupled with a multi-format strategy. According to Nielsen, as of December 31, 2016 Cencosud had a 16.7% market share in Argentina.

 

We expect this highly competitive environment to continue to exert pressure on our results of operations in this market.

 

Brazil

 

The Brazilian food retail industry is highly fragmented. Despite consolidation within the Brazilian food retail industry, according to ABRAS, in 2016, the twenty largest supermarket chains represented only approximately 53% of the food retail industry. According to ABRAS, food retail sales increased 7.1% in 2016 in nominal terms, and represented 5.4% of 2016 GDP.

 

As set forth in the following table, according to ABRAS data, in 2016, the ten largest retailers recorded revenues of approximately R$159.2 billion, in an industry with total revenues of R$338.7 billion, and our stores accounted for approximately 5.2% of the gross sales of the 20 largest Brazilian food retailers in 2016:

 

 

 

Gross revenues

 

Company

 

(R$ million)

 

%

 

Carrefour

 

49,103

 

27.3

%

GPA

 

44,969

 

25.0

%

Wal-Mart Brasil

 

29,409

 

16.3

%

Cencosud Brasil

 

9,409

 

5.2

%

Irmao Muffato & Cia

 

5,078

 

2.2

%

Total—five largest

 

137,969

 

80.7

%

Zaffari

 

4,958

 

2.0

%

Supermercados BH

 

4,956

 

2.0

%

SDB Comercio

 

4,840

 

1.9

%

Sonda Supermercados

 

3,331

 

1.9

%

DMA Distribuidora

 

3,107

 

1.5

%

Total—ten largest

 

159,161

 

90.1

%

Total—twenty largest

 

180,088

 

100.0

%

 

Source: ABRAS.

 

Our main competitor in Brazil is Bompreço, a company controlled by Wal-Mart. It ranks third in sales in Brazil, according to ABRAS. Bompreço is the largest retailer in the Northeast of Brazil, where we believe we hold the number two position in terms of sales, and is our competitor in the states of Sergipe, Bahia and Alagoas. We also compete against Companhia Brasileira de Distribuição, through its brands Extra, Assai and Pao de Azucar, across several of our markets. In Minas Gerais, we also compete against Carrefour through its Carrefour and Atacadao brands. We believe we hold the number one position in terms of sales in that state. In Rio de Janeiro, where we believe we hold the number three position in terms of sales, we compete against Guanabara and Mundial. We also compete against open fairs and small- and medium-sized retailers that buy their products from informal distribution networks to obtain prices lower than the prices charged by our suppliers.

 

According to Nielsen, as of December 31, 2016 Cencosud had a total market share of 5.3%. On a regional basis, also according to Nielsen, as of December 31, 2016 Prezunic, Gbarbosa and Bretas had market shares of 12.1%, 23.2% and 23.9%, respectively.

 

Peru

 

As of December 31, 2016, we estimate that the Peruvian supermarket industry was composed of approximately 316 stores nationwide, including hypermarkets and supermarkets. We believe supermarket penetration for the Lima metropolitan area was approximately 28% resulting in a

 


(64)  Carrefour number of stores includes Express format.

(65)  Walmart & Changomas stores are included in the number of stores.

(66)  In terms of sales.

 

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country average of less than 16.0%. A large percentage of consumption in Peru is still served by informal trade. Smaller grocery stores, convenience stores and open air markets play an important role in this industry with roughly 84% of the market share as of 2015. The level of competition and the identity of competitors have changed over the last several years.

 

The following table presents certain information about us and our principal competitors in Peru as of December 31, 2016:

 

 

 

Cencosud

 

Supermercados
Peruanos

 

Tottus
(Falabella)

 

Number of stores

 

91

 

165

 

60

 

Total selling space (square meters)

 

272,001

 

304,293

 

219,260

 

 

Source: Public filings.

 

For the year ended December 31, 2016, we believe we were the second largest operator of supermarkets in Peru in terms of net sales based on our comparisons against information from public filings of our main competitors as of December 31, 2016. According to Nielsen, Cencosud had a market share of 35.9% as of December 31, 2016. Our principal competitors in the hypermarket format are InRetail, controlled by the Rodriguez Pastor family, who also control the Peruvian financial group Intergroup, through its brands Plaza Vea, Mass, Plaza Vea Super and Vivanda and Tottus, controlled by Falabella.

 

Colombia

 

The Colombian retail market is driven principally by the general level of economic activity and the growth of per capita available income in Colombia. Since emerging from recession in the early 2000s, the Colombian economy has experienced significant growth, and improved security conditions. According to DANE, total nominal retail sales for department stores, supermarkets and hypermarkets, stood at COP 49.4 billion in 2016, an 11.2% increase versus 2015. We believe future growth in the retail sector will be driven by, among other things, economic expansion and increasing credit availability to consumers in Colombia

 

The Colombian retail food sector comprises various types of stores, including privately-owned supermarkets, limited assortment stores and convenience stores, government-subsidized merchandising cooperatives known as cajas de compensación, specialty stores (such as butcher shops and bakeries) and delivery operations. A large number of Colombians also shop through informal channels, such as neighborhood grocery stores and outdoor food markets.

 

In the past several years, the formal market has grown at a faster pace than the informal market driven mainly by increased purchasing power, aggressive penetration strategies by well-capitalized formal retailers which has reduced the proximity advantage of informal outlets, greater packaging options in the formal channels including better presentations at competitive prices, and growing credit product offerings by large retailers. The formal retail market is expected to continue growing in the medium term due to increasing market consolidation and relatively low penetration when compared with other countries. We believe the growth of the formal market will also be driven by the increasing concentration of Colombia’s population in urban centers. Colombia has a population of approximately 48.2 million according to the World Bank. The food and merchandise retail business in Colombia is highly competitive and is characterized by increasing pressure on profit margins. The number and type of competitors and the degree of competition experienced by each of our stores vary by location. Competition occurs principally on the basis of price, location, selection of merchandise, quality of merchandise (in particular for perishables such as produce), service, store conditions and promotions.

 

According to Nielsen, as of December 31, 2016, Cencosud had a market share of 15.2%, after Exito and Olimpica, which are the first and second largest supermarket players in the industry.

 

The following table presents certain information about us and our principal competitors in Colombia as of December 31, 2016:

 

 

 

Cencosud

 

Exito

 

Olimpica

 

Number of stores

 

103

 

566

 

269

 

Total selling space (square meters)

 

431,232

 

850,734

 

352,321

 

 

Source: Public filings, Nielsen.

 

The Home Improvement Industry

 

Chile

 

We believe the Chilean home improvement industry is the most developed in South America. However, this is still highly fragmented among big-box operators and several hardware stores (some of which have teamed up in associations such as MTS and Chilemat), according to our estimates. Growth of the industry’s main players has been based on expansion of Chile’s construction and housing industries, as well as sector consolidation.

 

The Chilean home improvement industry is highly competitive and has been subject to increased consolidation. In 1998, Home Depot entered the Chilean market and was subsequently acquired by Falabella, through its Home Store subsidiary in 2001. In November 2002, we purchased the Chilean home improvement stores and agricultural product chain, Proterra. In January 2011, the Chilean retail holding company SMU acquired the

 

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entire share capital of the hardware store chain Construmart, operating a number of stores under the brand Construmart with an average size of 2,500 square meters being the third most relevant player in the home improvement market.

 

The home improvement industry caters to home improvement, repairs and maintenance, and new construction. Customers in this sector include homeowners, small contractors and large construction companies seeking building materials for new projects. The sector is characterized by high price sensitivity and demand for high levels of product variety.

 

The following table presents certain information about us and our major competitors in Chile, as of December 31, 2016:

 

 

 

Sodimac

 

Cencosud

 

Construmart

 

Number of stores

 

85

 

35

 

35

 

Total selling space (square meters)

 

711,839

 

325,315

 

192,500

 

 

Source: Public filings, Internal estimates.

 

For the year ended December 31, 2016, we estimate that we were the second-largest operator of home improvement stores in Chile in terms of net sales based on our comparison against publically filed information from our main competitors as of December 31, 2016. At December 31, 2016, Sodimac operated 85 home improvement stores with a total of 711,839 square meters of selling space. Its competitive advantage arises from its multi-format structure, with its Sodimac Homecenter stores that are similar to our Easy home improvement stores, as well as its Sodimac Constructor stores that cater to professional builders and its Sodimac Empresas warehouses that facilitate efficient delivery of construction materials in Antofagasta, Viña del Mar, Santiago and Talcahuano primarily used for large construction companies. Sodimac also accepts Falabella’s widely-used store credit card CMR that has significantly more penetration in the market than our Cencosud credit card.

 

Argentina

 

We believe the Argentine home improvement industry is composed of more than 80 home improvements stores nationwide, of which we operated 50 as of December 31, 2016. The remaining stores are operated by Sodimac, Hiper Tehuelche and Barugel Azulay. There are also various small more specialized hardware and construction supply stores. Prior to 2002, we faced competition from Home Depot (Argentina) until our acquisition of its Argentine operations in February 2002. We face strong competition from other hardware stores and specialty stores dedicated to specific areas of construction and home improvement. Until 2007, when Sodimac entered the market, we were the sole big-box home improvement chain in Argentina, with 17% market share, according to our estimates. We believe that the Argentine home improvement market still offers plenty of room for consolidation, leaving enough space for us to grow over the coming years.

 

The following table presents certain information about us and Sodimac, our main competitor in Argentina, as of December 31, 2016:

 

 

 

Cencosud

 

Sodimac

 

Number of stores

 

51

 

8

 

Total selling space (square meters)

 

391,546

 

85,941

 

 

Source: Falabella’s public filings, internal estimates.

 

For the year ended December 31, 2016, we estimate that we were the largest operator of home improvement stores in Argentina in terms of net sales based on our comparison against publically filed information from our main competitors as of December 31, 2016. Our principal competitor in Argentina is also Sodimac, which operated 8 home improvement stores with a total of 85,941 square meters of selling space at December 31, 2016.

 

Colombia

 

We believe the Colombian home improvement industry is the most underdeveloped in the countries where we compete. For the year ended December 31, 2016, there were 48 home improvement stores. Hence, the industry is highly fragmented and composed of both general and specialized retailers.

 

Our main competitor is Sodimac HomeCenter, which is a joint venture between Colombian Grupo Corona (51%) and Chilean Falabella (49%), competing in the home improvement market in Colombia since 1993.

 

The following table presents certain information about us and Home Center, our main competitor in Colombia, as of December 31, 2016:

 

 

 

Sodimac
Home Center

 

Cencosud

 

Number of stores

 

38

 

10

 

Total selling space (square meters)

 

366,282

 

82,320

 

 

Source: Falabella’s public filings, internal estimates.

 

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The Chilean Department Store Industry

 

The department store industry in Chile traces its origins to 1889, when Salvatore Falabella opened a tailor shop in Chile following his arrival from Italy. Our Department store operations can trace their origins to the founding of Mueblería Paris, a furniture store founded in 1900 by José María Couso. The store later changed its name to Almacenes Paris due to the incorporation of additional product lines to its assortment. Since then, other companies have entered the Chilean market and the industry has experienced intense consolidation. Almacenes Paris was a pioneer in its industry launching in the 1970s the first credit card issued by a retailer, a move that was soon followed by Falabella and smaller competitor Ripley. In the 1990s, following the bankruptcy of Muricy, Almacenes Paris acquired prime locations in shopping center Parque Arauco and Mall Plaza Vespucio. In 1996, Almacenes Paris became a publicly listed company at the Santiago Stock Exchange. Empresas Almacenes Paris S.A. was later acquired by Cencosud in March 2005.

 

Our principal competitor in Chile is Falabella, which is larger than Paris and Johnson in terms of revenues. The department store industry in Chile is very mature and highly competitive. We compete for customers with specialty retailers, traditional and high-end department stores, national apparel chains, vendor-owned proprietary boutiques, individual specialty apparel stores and direct marketing firms. We compete for customers principally on the basis of quality and fashion, customer service, value, assortment and presentation of merchandise, marketing and customer loyalty programs. Additionally, the omnichannel strategy has been developing a new focus for all the industry in last years. Some of these competitors have greater financial resources than we do.

 

The following table presents certain information about us and our main competitors as of December 31, 2016:

 

 

 

Falabella

 

Cencosud

 

Ripley

 

La Polar

 

Number of stores

 

44

 

79

 

42

 

38

 

Total selling space (square meters)

 

306,280

 

377,288

 

269,446

 

157,000

 

 

Source: Falabella’s public filings, Ripley’s public filings, La Polar’s public filings and internal estimates.

 

For the year ended December 31, 2016, we believe we were the second-largest operator of department stores in Chile in terms of net sales based on our comparison against publically filed information from our main competitor as of the same date. Based on that comparison, we estimate that Falabella is the largest department store operator in Chile in terms of revenues and, at December 31 2016, operated 44 department stores with a total of 306,280 square meters of selling space. Falabella’s credit cards and loyalty programs are well-known in the market. On the same basis, we believe Ripley is the third-largest department store operator and, at December 31 2016, operated 42 department stores with a total of 269,446 square meters of selling space. Many of our competitors have active financial services divisions that support their retail activities, and both Falabella and Ripley operate banks focused on consumer lending.

 

Peru

 

Sears Roebuck was the first large department store chain in the Peruvian market. It began operations in November 1953 with the opening of its first establishment in the district of San Isidro. The U.S. arm of Sears made its debut in the Peruvian market through catalog sales. The success of that channel led to its conversion to a chain of department stores. In 1988, Sears sold its share in the firm, an event that led to the re-launch of the chain under the brand Saga, Sociedad Andina de los Grandes Almacenes. This chain was merged in the middle of the nineties with the regional retailer Falabella, leading to the creation of Saga Falabella, retailer that currently leads the sector of department stores in the Peruvian market.

 

Ripley, a Chilean entity, opened its first shop in Peru in 1997 at the Jockey Plaza. Ripley specializes in offering fashion at affordable prices, accessories and varied products for the home.

 

Oechsle is the Department Store of Intercorp Group, a local group of business leaders in sectors such as banking, insurance, retail, real estate and education, among others. As of December 31, 2016, Oechsle operated 19 stores in the country.

 

In 2013 Cencosud arrived to the Peruvian market through its Paris brand. As of December 31, 2016, Cencosud operated 10 stores with a total of 55,333 square meters of selling space.

 

 

 

Falabella

 

Cencosud

 

Ripley

 

Oechsle

 

Number of stores

 

29

 

10

 

29

 

19

 

Total selling space (square meters)

 

176,962

 

55,333

 

192,884

 

N.A.

 

 

The Shopping Center Industry

 

Chile

 

The first shopping center in Chile, Cosmocentro Apumanque, opened in 1981. Shopping center sales as a percentage of total retail sales in the country have increased continuously since then, according to the Chilean Council of Shopping Centers. However, a majority of retail sales in Chile still take place in standalone stores, according to the International Council of Shopping Centers. We entered the shopping mall industry in Chile in the early 1990s with the Alto Las Condes shopping mall.

 

The Chilean shopping center industry is highly competitive and, at December 31, 2016, was composed of more than 74 shopping centers nationwide, the majority of which are operated by us, Grupo Plaza (controlled by Falabella), Parque Arauco and Espacio Urbano (controlled by

 

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Walmart Chile until May 2016, date on which Walmart Chile sold the assets to Confuturo —subsidiary of Inversiones La Construcción or ILC), according to public and internal estimates. Shopping centers not only compete with other shopping centers, but also with an increasing number of individual retail stores.

 

The following table provides certain information about us and our competitors in Chile at December 31, 2016:

 

 

 

Gross leasable area(67),(68)

 

Shopping
Centers

 

Market share

 

Grupo Plaza (Falabella)

 

1,443,000

 

25

 

45.4

%

Parque Arauco S.A.(69)

 

383,108

 

8

 

12.1

%

Espacio Urbano (Wal-Mart)(70)

 

250,000

 

10

 

7.9

%

Vivo

 

N.A.

 

45

 

N.A.

 

Pasmar

 

N.A.

 

7

 

N.A.

 

Cencosud(71)

 

1,101,216

 

25

 

34.7

%

 

Source: Chilean Council of Shopping Centers and public filings by Falabella, Parque Arauco and Walmart Chile, as well as internal estimates. In the case of Walmart Chile, the above data is as of June 30, 2016, the latest date as for which information was made publicly available by Walmart Chile.

 

At December 31, 2016, we were the second largest shopping center operator in Chile in terms of gross leasable space based on our comparison against publically filed information from our main competitor as of December 31, 2016. As noted in the table above, our principal competitors include GrupoPlaza, Espacio Urbano and Parque Arauco. Parque Arauco’s shopping center Parque Arauco is located close to and directly competes with two of our largest shopping centers, Alto Las Condes and Costanera Center. Parque Arauco offers many of the same services as Alto Las Condes and Costanera Center, including ample parking and major department stores.

 

Argentina

 

In 2016, according to INDEC the city of Buenos Aires had a total of 37 shopping centers, and according to the National Chamber of Shopping Centers of Argentina the industry was composed of 127 shopping centers, the majority of which are operated by IRSA Inversiones Representaciones S.A. (“IRSA”) and Cencosud. As in Chile, shopping centers are relatively new to the market in Argentina, and most retail sales still take place at individual retail stores, according to the International Council of Shopping Centers.

 

The following table presents certain information about us, our main competitor in Argentina, IRSA, and other smaller competitors as of December 31, 2016:

 

 

 

Gross leasable
area

 

Shopping
centers

 

Cencosud

 

747,894

 

22

 

IRSA

 

337,396

 

15

 

 

Source: Cencosud and IRSA.

 

At December 31, 2016, we were the second largest shopping center operator in Argentina in terms of gross leasable space, based on our comparison against publically filed information from our competitor as of December 31, 2016. Our principal competitor in Argentina’s shopping center market is IRSA which owns and operates the Abasto Shopping Center, Alto Palermo, Alto Avellandeda, Paseo Alcorta and Patio Bullrich, among others.

 

Peru

 

In 2016, we estimate the Peruvian shopping center industry was composed of more than 60 shopping centers, the majority of which are operated by Real Plaza (associated with the Interbank Group that also operates Supermercados Peruanos), Falabella, Aventura Plaza, Parque Arauco and Jokey Plaza. The shopping center industry is relatively new to the market in Peru, and most retail sales still take place at individual retail stores.

 


(67)         In thousands of square meters.

(68)         Wal-Mart and Cencosud areas includes area leased to related companies.

(69)         Gross leasable area adjusted to reflect proportional ownership participation in each shopping center.

(70)         Includes area leased to related companies.

(71)         Includes area leased to related companies.

 

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The following table sets forth the market shares held by the major shopping center operators in Peru as of December 31, 2016:

 

 

 

Gross leasable
area(72)

 

Shopping
centers

 

Market share(73)

 

Real Plaza (Interbank)

 

625,636

 

19

 

32.9

%

Open Plaza (Falabella)

 

313,000

 

11

 

16.5

%

Aventura Plaza (Falabella)

 

160,000

 

2

 

8.4

%

Mega Plaza

 

270,000

 

15

 

14.2

%

Parque Arauco

 

221,773

 

9

 

11.7

%

Jockey Plaza

 

187,612

 

1

 

9.9

%

Cencosud

 

71,191

 

4

 

6.5

%

 

Source: Company filings

 

The principal shopping center operator in Peru is Real Plaza with leasable area of 625,636 square meters, resulting in a market share of approximately 32.9% of the shopping center market, based on gross leasable area at December 31, 2016. We believe that the shopping center market in Peru has a high potential for growth, and we are currently developing additional shopping centers in Peru.

 

In June 2012, we opened an additional shopping center in Peru, located in the Miraflores section of Lima, with a 100% occupancy rate, 19 stores and a gross leasable area of 1,196 square meters. In 2013, we opened another shopping center in the city of Arequipa called the Cerro Colorado Shopping Center. In 2016 we initiated work on a new shopping center in La Molina, a neighborhood of Lima.

 

Environmental Regulations and Compliance

 

In each of Argentina, Brazil, Chile, Colombia and Peru, we are subject to the full range of governmental regulation and supervision generally applicable to companies engaged in business in each country, including labor laws, social security laws, public health, consumer protection and environmental laws, securities laws and antitrust laws. These include regulations to ensure sanitary and safe conditions in facilities for the sale and distribution of foodstuffs and requirements to obtain construction permits for our new facilities. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in each of the countries in which we operate, including applicable environmental regulations.

 

The regulation of matters relating to the protection of the environment is not as well developed in Argentina, Brazil, Chile, Colombia and Peru as in the United States and certain other countries. Accordingly, we anticipate that additional laws and regulations will be enacted over time in these countries with respect to environmental matters. We believe that there are no material judicial or administrative proceedings pending against us with respect to any environmental matter and that we are in compliance in all material respects with all applicable environmental regulations in Argentina.

 

Chile

 

We and all of our subsidiaries with operations in Chile are subject to the Ley de Protección al Consumidor. Compliance with the Ley de Protección al Consumidor is enforced by SERNAC. Other than as described in “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings,” we do not have any material proceedings arising from the Ley de Protección al Consumidor, and we believe we are in compliance with all material aspects of such law.

 

Our supermarkets are subject to inspection by the corresponding Secretaría Regional Ministerial de Salud (the Regional Sanitary Authority or “SEREMI de Salud”) which inspects supermarkets on a regular basis and takes samples for analysis. We regularly hire a private inspection company to undertake private inspections of our facilities to ensure that they meet or surpass all Chilean health standards. Our supermarkets are also subject to inspection by the Servicio Agrícola y Ganadero (the Agricultural and Livestock Service or “SAG”). Concessionaires that operate pharmacies within some of our supermarkets are also subject to licensing and inspection by the SEREMI de Salud. Except for government licenses required for the sale of alcoholic beverages, baked goods, pharmaceuticals, seafood and vegetables and customary business licenses required by local governmental authorities, there are no special governmental licenses or permits required for the sale and distribution of foodstuffs or other products sold by us.

 

Additionally, the Chilean antitrust authorities have broad regulatory powers and have authority to deny acquisitions which they consider will have adverse competitive effects on the relevant market or will promote anticompetitive behavior. The antitrust authorities have, from time to time, denied authorization for certain acquisitions, such as the denial of the proposed Falabella acquisition of D&S in January 2008.

 

Banco Paris and CAT are under the supervision of the SBIF, and Paris Corredores de Seguros Limitada is under the supervision of the SVS. Additionally, Banco Paris is subject to the Ley General de Bancos (the General Banking Law) and its regulations, and is inspected by the SBIF at least once a year. The inspection includes a review of the bank’s credit risk policies and procedures, operational risks and control policies and other issues such as customer service, accounting rules, interest rates, information and technology and financial operations. Banco Paris is in compliance in all material respects to the regulations to which it is subject, Banco Paris closed on January 1, 2017.

 


(72)         Total square meters adjusted by property.

(73)         Based on gross leasable area and including only the operators shown.

 

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CAT started its credit card operations in 2003 and until 2006 was not subject to any special regulation. In 2006 the SBIF issued a set of special regulations targeting the credit card business and placing under its supervision companies engaged in the issuance or operation of credit cards, including CAT, or any other similar systems, where the operator assumes monetary obligations to the public. Moreover the SERNAC regulates credit cards issued by retailers in matters related to consumers’ protection. There is a maximum interest rate that can be charged, but there are certain other fees that are not considered for such purposes which allow retail credit card issuers to increase margins.

 

In December 13, 2013, an amendment to Law No. 18,010 (governing credit operations) became effective. The amendment resulted in several modifications to the then existing rules, including: (i) the establishment of lower limits on interest charged to outstanding amounts below UF 200, (ii) reductions in the amount of fees charged for prepayment, and (iii) an increase in the minimum period before early payment could be demanded for transactions of UF 200 or below, to 60 days.

 

Paris Corredores de Seguros Limitada, today CAT Corredores de Seguros y Servicios S.A., obtained in 1998 an insurance brokerage company authorization with the SVS and is subject to its supervision and regulations. In May 2015, Cencosud signed an agreement with Scotiabank to jointly develop the financial services business in Chile. Since then, the insurance business is run by CAT Corredores de Seguros y Servicios S.A., 49% owned by Cencosud. CAT Corredores de Seguros y Servicios S.A. is in compliance in all material respects with the regulations to which it is subject.

 

We are required to obtain a series of permits and authorizations to operate our shopping centers, which include the approval of the corresponding Dirección de Obras Municipales (Municipal Works Bureau), among others. Additionally, we are required to obtain for every new project a construction permit and be in compliance with a series of land use, commercial real estate and environmental regulations.

 

In an initiative by President Michelle Bachelet the Chilean Congress approved a modification to the Chilean labor codes amending the regulation governing employment by retail establishments on Sundays and holidays. Both houses agreed to add 7 Sundays a year to the required days off by entities governed by the regulation. This amendment increased days off from the 2 Sundays a month already contemplated in the Chilean labor code for such entities. Hourly wages were also amended by this initiative implementing a minimum 30% surcharge on already agreed upon wages for hours worked on Sundays. Commissions and bonuses are not taken into consideration when calculating said surcharge. The right of an employee to have designated Sundays off cannot be negotiated by employers, and employers cannot compensate employees in cash or by rolling over the number of Sundays from one year to the next.

 

Argentina

 

We and all of our subsidiaries with operations in Argentina are subject to the Consumer Protection Law (“CPL”). This law requires providing accurate information regarding the products and services provided, as well as offers made to consumers. Also, the CPL establishes joint and several liability for all of the providers involved in the commercialization of such products or services (including the producer, importer, distributor and the owner of the trademark). Compliance with said law is enforced by the Secretaría de Comercio Interior on a national level. On the provincial and municipal levels, there are numerous agencies that also enforce violations. We are facing several proceedings arising from the CPL. However, we believe we are in adequate compliance with all material aspects of this law.

 

Our supermarkets are subject to inspection by national, provincial and municipal authorities, including the Servicio Nacional de Sanidad y Calidad Agroalimentaria, Administración Nacional de Medicamentos, Alimentos y Tecnología Médica (“ANMAT”) and the Secretaría de Comercio Interior. We regularly hire a private inspection company to undertake private inspections of our facilities to ensure that we meet or surpass all Argentine health standards. Concessionaires that operate pharmacies within some of our supermarkets are also subject to licensing and inspection by the ANMAT. Except for government licenses required for the sale of alcoholic beverages, baked goods, pharmaceuticals, meat, seafood and vegetables and customary business licenses required by local governmental authorities, there are no special governmental licenses or permits required for the sale and distribution of foodstuffs or other products sold in our stores. Our supermarkets, shopping centers and home improvement stores in Argentina are required to have a series of authorizations and permits to operate. Also, our new projects in the province of Buenos Aires are required to comply with law 12.573 on major commercial areas to obtain the necessary authorizations. All existing and projected supermarkets are required to comply with the regulations concerning land use, commercial real estate and the environment.

 

Our credit card operations are subject to the Credit Card Law and its regulations, enforced by the Secretaría de Comercio Interior. We are also subject to regulations issued by the Central Bank of Argentina.

 

Cencosud acts as a distribution agent for several Argentine insurance companies, selling insurance to our customers on behalf of these insurance companies and collecting a fee for such sales. As such, Cencosud is registered with the Superintendencia de Seguros de la Nación as a distribution agent under Resolution SSN 38,052.

 

Additionally, the Argentine Antitrust Commission has broad regulatory powers and has authority to deny acquisitions which it considers will have adverse competitive effects on the relevant market or will promote anticompetitive behavior.

 

Brazil

 

We are subject to a wide range of governmental regulation and supervision generally applicable to companies engaged in business in Brazil, including federal, state and municipal regulations, such as labor laws, public health and environmental laws. In order to open and operate our stores in Brazil, we need a business permit and site approval, an inspection certificate from the local fire department as well as health and safety permits. Our stores are subject to inspection by municipal authorities. We believe that we are in compliance in all material respects with all statutory and administrative regulations applicable to our business.

 

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Our business operations in Brazil are primarily affected by a set of consumer protection rules regulating matters such as advertising, labeling and consumer credit. We believe we are in compliance in all material respects with these consumer protection regulations.

 

As a result of significant inflation during long periods in the past, it was common practice in Brazil not to label individual items. However, a federal regulation establishes that products exposed to consumers must contain information about prices (for instance price tags, signs or bar codes which can be read with scanners) in order to facilitate the identification of prices of each product by the consumer. Pursuant to these new rules, pricing information must be physically attached or adjacent to the product. When bar codes are used, the commercial establishment is required to provide easily accessible scanners. We believe that we are in compliance with these provisions in all material aspects.

 

The Brazilian Congress is discussing a bill requiring a prior assessment of the impact of the construction of a hypermarket in excess of 1,000 square meters on the relevant neighborhood. The proposed regulation is intended to protect traditional family-owned retailers that have increasingly lost market share in Brazil to the larger chains and hypermarkets. Regulations of this type already exist at the municipal level. For example, governmental authorities in the city of Porto Alegre in the State of Rio Grande do Sul issued a city ordinance in January 2001 prohibiting the construction of food retail stores with a selling area greater than 1,500 square meters, which in May 2005, was amended as to increase from 1,500 to 2,500 squares meters the selling area of food retail stores. Other Brazilian regions may adopt similar laws, and, if the bill pending before the Brazilian Congress becomes law, our future expansion and growth may be subject to significant constraints.

 

Additionally, the Brazilian antitrust authorities have broad regulatory powers and have authority to deny acquisitions which they consider will have adverse competitive effects on the relevant market or will promote anticompetitive behavior.

 

Pharmacies.  Pharmacies owned or operated by us are subject to the control and monitoring of the Brazilian National Health Surveillance Agency (“ANVISA”) and public state and municipal health authorities. According to Law No. 6,360, of September 23, 1976, and Decree No. 79,049, of January 5, 1977, ANVISA has the power to control, monitor and issue authorizations to companies to legally extract, produce, pack, import, export, and store medications, pharmaceutical items, drugs and related products, cosmetics, personal hygiene products, perfumes and similar products, domestic cleaning products and beauty products. The authorization issued by ANVISA enables those kinds of companies to have operations in Brazil, as a whole, during an indeterminate period of time. The ANVISA authorization must be renewed whenever there is a change in a company’s activities, shareholders, officers or managers. Moreover, each establishment selling therapeutic, pharmaceutical, cosmetic and/or personal hygiene products, or developing any of the above-mentioned activities must also be licensed by the competent state or municipal sanitary authority, and have a technically responsible person duly authorized by the Pharmacy Regional Committee. On August 17, 2009, ANVISA enacted Regulation No. 44, which made significant changes to existing regulations establishing the (i) types of products that can be commercialized; (ii) how such product are displayed; (iii) pharmaceutical services offered; and (iv) internet sales.

 

Peru

 

Our subsidiaries with operations in Peru are subject to the Antitrust Law and the Consumer Protection Law. Compliance with these laws is enforced by the Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual (“INDECOPI”), the Peruvian public antitrust and consumer protection agency. Acquisitions are not subject to authorization from INDECOPI.

 

In addition to government licenses required for the sale of alcoholic beverages, baked goods, pharmaceuticals, seafood and vegetables and customary business licenses required by governmental authorities, such as the Agriculture Ministry, there are special governmental licenses or permits required for the sale and distribution of foodstuffs or other products sold at our stores. Our supermarkets are subject to inspection by the Dirección General de Salud (the General Health Office), a governmental office of the Health Ministry, which verifies the quality of our products. The sanitary inspection of our supermarkets is in charge of the local municipality. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business.

 

Our shopping centers are required to obtain a series of authorizations, such as an operation license from the local municipality, to operate. Additionally, we are required to obtain for every new project a construction permit and license from the local authority. We believe that we are in compliance in all material respects with these requirements.

 

Colombia

 

In Colombia, we are subject to laws that regulate competition and consumer protection. These laws include the Ley de Protección al Consumidor (Consumer Protection Law), which is enforced by the Superintendencia de Industria y Comercio (Superintendency of Industry and Commerce). Additionally, mergers and acquisitions are reviewed by the Superintendency of Industry and Commerce and by the Colombian Superintendency of Companies for compliance with antitrust and general corporate law requirements.

 

We are required to obtain a series of permits and authorizations to operate our businesses depending on the type of products and services that are offered to the public, but generally we are required to seek the approval of local and national agencies for sales of pet supplies, personal consumer products whether imported or of domestic origin, and compliance with noise and energy regulations. Each business we operate is also required to obtain environmental approvals. In addition, we are also subject to environmental regulation in respect of waste disposal at each of our stores.

 

Consumer finance and credit card operations are also subject to approval by the Superintendencia Financiera de Colombia (Colombian Financial Superintendency).

 

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In an effort to eliminate plastic bags from stores, the Environmental Ministry enacted Resolution 0668 and law 1819, articles 207 and 208 in 2016, which imposed a tax on consumers that use plastic bags. This tax will take effect by July, 2017.

 

Pharmacies.

 

Pharmacies owned or operated by us are subject to the control and monitoring of the Superintendencia Nacional de Salud (“SUPERSALUD”) through the Instituto Nacional de Vigilancia de Medicamentos y Alimentos (“INVIMA”) and city health authorities. According to Law No. 100, of 1993, art. 245, INVIMA has the power to control, monitor and issue authorizations to companies to legally extract, produce, pack, import, export, and store medications, pharmaceutical items, drugs and related products, cosmetics, personal hygiene products, perfumes and similar products, domestic cleaning products and beauty products. The authorization issued by INVIMA enables those kinds of companies to have operations in Colombia, as a whole, during an indeterminate period of time. The INVIMA authorization must be renewed whenever there is a change in a company’s activities, shareholders, officers or managers.

 

On November 4, 2015 Cencosud announced the agreement to sell 39 pharmacies that the group operated within its supermarkets in Colombia, to Droguerias Cruz Verde. Cencosud no longer owns any pharmacies in Colombia. On February 10, 2016, Cencosud announced the sale of 47 pharmacies that the group operated within its supermarkets in Peru, to Mifarma. The deal included the transfer of assests and leasing of the stores for a period of 10 years starting in March 2016.

 

Gas stations

 

According to section 212 of the Petroleum Code and Law 39 of 1987, distribution of liquid fuels and their derivatives is considered a public utility activity. Consequently, individuals or entities that engage in these activities are subject to regulations issued by the government in the interest of Colombian citizens. The Colombian government has the power to determine quality standards, measurement and control of liquid fuels, and establish penalties that may apply to dealers who do not observe such rules.

 

The Ministry of Mines and Energy of Colombia is the entity that controls and exercises technical supervision over the distribution of liquid fuels derived from petroleum, including the refining, importing, storage, transport and distribution in the country. Law 812 of 2003 identified the agents of the supply chain of petroleum-derived liquid fuels.

 

The distribution of liquid fuels, except LPG, is regulated by Decree 4299 of 2005, as modified by Decrees 1333 and 1717 of 2007 and 2008, respectively, which establish the requirements, obligations and penalties applicable to supply agents in the distribution, refining, import, storage, wholesale, transport, retail sale and consumption of liquid fuels.

 

Decrees 283 of 1990 and 1521 of 1998, and their modifications, establish minimum technical requirements for the construction of storage plants and service stations. The Decrees also regulate the distribution of liquid fuels, establishing the minimum requirements for distributors and the activities and types of agreements permitted for these agents. The Ministry of Mines and Energy also regulates the types of liquid fuels that can be sold and purchased and the penalties for noncompliance with governmental regulations.

 

As of May 2012, the CREG (Comision de Regulacion de Energia y Gas) determines the prices for regulated crude oil by-products, except for gasoline, diesel and biofuels (all of which are determined by the Ministry of Mines and Energy). The ANH (Agencia Nacional de Hidrocarburos) determines the price for crude oil corresponding to royalty payments. Jet fuel prices are determined according to Law 1450 of 2011.

 

The distribution of fuels in areas near Colombian borders is subject to specific regulations that impose stringent control procedures and requirements. Currently, Ecopetrol is no longer responsible for fuel distribution in these areas. That responsibility was transferred to the Ministry of Mines and Energy, pursuant to Law 1430 of 2010.

 

Regulation of Biofuel and Related Activities

 

The sale and distribution of biofuels is regulated by the Ministry of Mines and Energy. Regulations establish the quality and pricing standards for biofuels and impose minimum requirements for mixing ethanol with gasoline and biodiesel with diesel.

 

C. ORGANIZATIONAL STRUCTURE

 

Organizational Structure

 

The following is a simplified organizational chart showing our company and our principal operating divisions as of December 31, 2016:

 

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Our Subsidiaries

 

The following are our direct and indirect majority-owned subsidiaries as of December 31, 2016:

 

Country

 

Controlling
Stake

 

Chilean
Tax ID number

 

Company name

 

 

 

 

 

 

 

 

 

Chile

 

99.9624

%

81.201.000-K

 

Cencosud Retail S.A.

 

Chile

 

99.9264

%

76.568.660-1

 

Easy Retail S.A.(74)

 

Chile

 

0.0

%

76.568.660-1

 

Cencosud Administradora de Procesos S.A.(75)

 

Chile

 

100.0

%

96.978.180-8

 

Cencosud Internacional Ltda.

 

Chile

 

100.0

%

94.226.000-8

 

Cencosud Shopping Centers S.A.

 

Chile

 

90.0

%

78.410.310-2

 

Comercial Food And Fantasy Ltda.

 

Chile

 

100.0

%

76.433.310-1

 

Costanera Center S.A.

 

Chile

 

100.0

%

76.476.830-2

 

Cencosud Fidelidad S.A.

 

Chile

 

100.0

%

99.565.970-0

 

Banco Paris S.A.

 

Chile

 

90.0

%

83.123.700-7

 

Mercado Mayorista P y P Ltda.

 

China

 

100.0

%

 Foreign

 

Cencosud (Shanghai) Trading Co., Ltd

 

Chile

 

0.0

%

76.236.195-7

 

Cencosud Argentina S.P.A.(76)

 

 

D. PROPERTY, PLANTS AND EQUIPMENT

 

See “—B. Business Overview—Property, Plants and Equipment.”

 

Item 4A. Unresolved Staff Comments

 

Not applicable.

 

Item 5. Operating and Financial Review and Prospects

 

We believe we are one of the leading multi-brand retailers in South America, based on revenues, selling space, number of stores and gross leasable area in the sectors and countries in which we operate. We operate through a number of formats, including supermarkets, home improvement stores, shopping centers and department stores. We seek to increase operations through organic growth in Brazil, Peru and Colombia, which the Company believes are high growth and underpenetrated markets due to their favorable demographics, sustainable household consumption growth, low formal retail penetration, and strong macroeconomic environments, as described in “Item 4. Information on the Company—B. Business Overview—Our Company” and “—Industry Overview and Competition.” As a complement to our core retailing business, we are actively involved across the region in the commercial real estate development business, particularly in Chile, Argentina, Colombia and Peru, with 53 shopping malls representing 778,848 square meters of gross leasable area for third parties as of December 31, 2016. We also offer private label credit cards, consumer loans and limited financial services to our retail customers.

 


(74)         On February 1, 2016, a merger was carried out by the incorporation of Easy S.A. (the absorbed company) into Easy Retail S.A. (the surviving company, formerly known as Cencosud Administradora de Procesos S.A.), the latter succeeding in all rights and obligations of the former.

(75)         On February 1, 2016, a merger was carried out by the incorporation of Easy S.A. (the absorbed company) into Easy Retail S.A. (the surviving company, formerly known as Cencosud Administradora de Procesos S.A.), the latter succeeding in all rights and obligations of the former.

(76)         Effective on January 1, 2016, a merger was carried out by the incorporation of Cencosud Argentina S.P.A. (the absorbed company) into Cencosud Internacional Argentina S.P.A. (the surviving company), the latter succeeding in all rights and obligations and acquiring all of the assets and liabilities of the former and dissolving Cencosud Argentina S.P.A.

 

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A. OPERATING RESULTS

 

Trends and Factors Affecting Our Results of Operations

 

Our results of operations have been influenced and will continue to be influenced by the following factors:

 

Developments in the Chilean economy

 

Our operations in Chile accounted for 42.1% of our consolidated revenues from ordinary activities for the year ended December 31, 2016. Consequently, our financial condition and results of operations are substantially dependent on economic conditions prevailing in Chile. In 2010, the Chilean economy began to recover following the 2009 recession. As reported by the Central Bank of Chile, GDP posted an expansion of 5.8% in 2011, 5.5% in 2012, 4.0% in 2013, 1.8% in 2014, 2.3% in 2015 and 1.6% in 2016, as reported by the Central Bank of Chile. Analysts forecast GDP growth to improve in 2017 to 1.8% and 2.5% in 2018, according to the last Economic Expectations Survey performed by the Central Bank of Chile in March 2017. According to ILACAD World Retail (“ILACAD”), an international consulting company that monitors the retail industry, the Chilean formal retail sector, which consists of business that are taxed and that employ formal labor, accounts for 63% of the retail sector, a relatively high number in comparison to the other countries in which we operate, but low in comparison to the United States, where the formal sector accounts for 92% of the retail sector, according to the U.S. Census Bureau, as of 2013.

 

The recovery of the Chilean economy in 2010 was led in part by a recovery of the prices of Chile’s exports, which according to the World Bank contributed 36.8% of GDP in the 2010-2014 period. As a result of the economic recovery, the Consumer Price Index (“CPI”) inflation increased 3.0%, 4.6%, and 4.4% in 2013, 2014 and 2015, respectively according to the National Institute of Statistics of Chile (INE).  Inflation ended 2016 at 2.7%, down from 4.5% in the first half of the year. Prices are expected to rise 3.0% in 2017, according to the last Economic Expectations Survey performed by the Central Bank of Chile in March 2017.

 

GDP posted an average growth of 4.5% between 2000 and 2013, while average GDP growth between 2014 and 2016 has been 1.9% driven by lower investment due to lower commodity prices. Local output, demand and employment indicators showed softer dynamics in the economy during 2016. The international copper price averaged US$2.39/lb during the fourth quarter of 2016, up from US$2.14/lb during the first three quarters of the year, following a rally from late October onwards to over US$2.60/lb. The Chilean Central Bank forecasts copper price to average US$2.35/lb during 2017. As a result of higher copper prices, exports surged to US$15.9 billion in the fourth quarter of 2016, their highest level since early 2015. These factors, in conjunction with timid global growth prospects, led the bank to cut its benchmark interest rate by 25bps during its January 2017 meeting, reaching 3.25% and beginning a process of loosening monetary policy. Analysts expect a second 25bps cut during mid-2017, as per the Economic Expectations Survey published by the Central Bank in March 2017.

 

The average unemployment rate was 6.32% as of December 31, 2014, as internal demand cooled, up from 5.98% in December 2013 according to the Central Bank of Chile. More recently, the average unemployment rate reached 6.46% in 2016, up from 6.24% in 2015. Despite the increase from 2015, the unemployment rate has been quite resilient to the slowdown in output. It unexpectedly declined to 6.2% in November 2016, from a five year high of 7.1% in June, largely through the creation of seasonal jobs in farming and retail.

 

Business confidence weakened during the fourth quarter of 2016, as increased pessimism among manufacturing executives offset improved outlooks in retail and construction. Meanwhile, consumer confidence has recovered steadily since hitting a record low in August but remains decidedly negative. See “Item 3. Key Information - D. Risk Factors. Risks Related to Chile.”

 

In December 2016, Fitch, Inc. (“Fitch”) maintained Chile’s sovereign debt rating at A+, but revised the outlook from stable to negative, reflecting prolonged economic weakness, which is contributing to a relatively rapid deterioration in the sovereign balance sheet. In Fitch’s view, the policy response has helped buffer the economy and preserve credibility, but it has not prevented a substantial rise in the public debt burden from the low levels that underpinned the upgrade to ‘A+’ in 2011. Chile is currently rated AA- by Standard & Poor’s Financial Services LLC, (“S&P”), but the outlook on Chile’s AA- rating was cut from stable to negative on January 26, 2017, to reflect the risk that prolonged low economic growth could translate into larger fiscal deficits, leading to continued high increases in government debt, weakening the sovereign’s financial profile. S&P stated in its report that low copper prices led several firms to cut production. That, together with subdued business confidence, have weighed on investment and constrained economic growth. For 2017, S&P expects economic growth to pick up only slightly to 2.2%, largely as a result of consumption, together with stronger exports as global copper prices recover. On the other hand, Moody’s Investors Service has maintained Chile’s Aa3 rating with a stable outlook. The future economic, social and political developments in Chile, over which we have no control, could have a material adverse effect on us, including impairing our business, financial condition or results of operations. Credit ratings are subject to periodic review and we cannot assure you that the current ratings will not be revised or lowered in the future.

 

On September 29, 2014, Chile enacted Law No. 20,780 (the “Tax Reform Act”). The Tax Reform Act introduced changes to the corporate tax rate, mandating a gradual increase of the rate from 20% to 25% or 27% in certain cases, the rules regarding minimum capitalization, and the taxation of Chilean investments abroad (the controlled-foreign-corporation rules), among others. The new rules are set to come into effect gradually, with the implementation process having commenced on October 1, 2014 and set to be completed by January 1, 2018. The effects of this tax reform may increase our operating and compliance costs, which could negatively affect our financial results and our ability to grow our business.

 

Developments in the Argentine economy

 

Our operations in Argentina accounted for 24.5% of our consolidated revenues from ordinary activities for the year ended December 31, 2016. Accordingly, the Company is sensitive to macroeconomic conditions in Argentina.

 

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The presidential elections at the end of 2015 led to a significant change in Argentine economic policy. The new administration has moved with significant speed to implement core reforms, such as the unification of the exchange rate, the agreement with international creditors, the modernization of the import regime, the reduction of inflation and the reform of the national statistics system. The currency exchange rate ended 2016 at a level of 1 US$ = 16.1 AR$. The government completed negotiations to serve the remaining debt owed to the Paris Club and the holdout creditors. As a consequence, Argentina was able to decrease its public-to-GDP ratio from 139% in 2003 to around 52% in 2016, as reported by the Ministry of Economy.

 

During 2012, 2013 and 2014 Argentina’s GDP grew by 0.9%, 3.0% and 0.5%, respectively, o according to the World Bank. Argentina reported GDP growth of 2.4% year-over-year in 2015 and GDP decline of 2.5% in 2016, according to preliminary data.

 

According to INDEC unemployment stood at 7.2% in 2013, 8.9% in 2014 and 9.3% in 2015. In response to demands from international investors and the International Monetary Fund, the government of Argentina introduced a new methodology for the calculation of price variations in the domestic economy. The new index revealed a price increase of 23.9% as of December 2014. According to private data inflation was 38% in 2016 and 28.4% in 2015. As per the Central Bank of Argentina, international reserves reached a record-high of over U.S.$52 billion in 2010, U.S.$46 billion in 2011 and U.S.$43 billion in 2012 before falling to U.S.$30 billion by the end of 2013. International reserves held by the Central Bank of Argentina stood as U.S.$31.4 billion as of December 31, 2014 and U.S.$25.6 billion in 2015. Reserves grew again in 2016 up to US$ 38.8 billion.

 

The local interest rate, the BAIBAR, ended 2015 at a level of 21.65% and 2016 at 24.8% after touching much higher levels during the year.

 

Argentina is rated B3 by Moody’sand B by Fitch, as of April 05, 2017. On April 04, 2017 S&P upgraded Argentina’s rating to B from B- based on the progress the country has made in resolving several macroeconomic imbalances while gradually rebuilding credibility and improving the overall weakened institutional framework. The future economic, social and political developments in Argentina, over which we have no control, could impair business, financial condition or results of operations. Credit ratings are subject to periodic review and we cannot assure you that the current ratings will not be revised or lowered in the future. See “Item 3. Key Information - D. Risk Factors. Risks Related to Argentina.”

 

Developments in the Brazilian economy

 

Our operations in Brazil accounted for 15.4% of our consolidated revenues from ordinary activities for the year ended December 31, 2016. Accordingly, the Company is sensitive to macroeconomic conditions in Brazil.

 

Brazil’s economy is emerging from a severe and protracted recession. The country’s growth rate has decelerated steadily since the beginning of this decade, from an average annual growth of 4.5% between 2006 and 2010 to 2.1% between 2011 and 2014. The GDP decreased by 3.85% in 2015 and is estimated to have decreased 3.4% during 2016. After six quarters of contracting activity, the unemployment rate has risen to 11.8% and corporate bankruptcies and debt have been rising. Unemployment is projected to continue rising until 2017 and decline only gradually thereafter. Inflation fell notably in 2016 after ending 2015 at 10.7%, leading the Central Bank to cut the SELIC interest rate multiple times to support an economic recovery. As a result, inflation is now within the Central Bank’s target band of 2.5% - 6.5% and the expectation is to close around 6.3% in 2016. Current market consensus forecasts inflation at 4.9% at the close of 2017. For 2018, the Central Bank’s panel expects inflation of 4.7%.

 

There are indicators that the economy is now recovering. Confidence indicators have recently started to recover after a long decline, though their level is still low. Investment growth has turned positive, while signals from industrial production have been mixed. Political uncertainty has diminished, as the new government’s power has been confirmed by congress and will remain in power until the next scheduled elections in October 2018. Consumer and business confidence are slowly rising and investment has begun to strengthen.

 

Growth is projected to resume progressively during 2017, due to the improvements in confidence and investment. The pace of the recovery will be limited by high corporate sector debt and significant spare capacity in some sectors. The implementation of structural reforms will gain momentum relative to the past, but will likely nevertheless fall short of the ambitious agenda that is needed. Slow earnings growth and a continuing contraction in private credit will limit consumption growth initially, although lower interest rates may eventually allow the recovery of consumption to accelerate. Against the background of low international trade growth and ongoing competitiveness challenges, the external sector will not be able to provide as much support as in past years.

 

Inflation will continue to ease as a result of lower pressures from administrative prices and weak activity. Inflation is projected to return into the tolerance band during 2017, with a ceiling that will then be at 6%. Unemployment is projected to rise further until mid-2017, before starting to decline as the economy accelerates towards its growth potential in 2018.

 

Stronger momentum on structural reforms is a potential upside risk to the projections, as this could enhance domestic demand through a combination of lower spreads, less currency appreciation and lower real interest rates. Downside risks could come from the corporate sector, where the protracted recession is reflected in rising corporate defaults in the face of high debt levels, which could in turn weaken some parts of the financial sector. Although they have diminished, political risks remain with respect to the final implementation of the new fiscal rule.

 

The fiscal deficit remains high at over 9% of GDP, and the primary deficit of 3% of GDP is distant from the primary surpluses required to keep public debt on a firmly declining path. The fiscal stance is projected to be mildly contractionary over the medium term, which strikes an adequate balance between macroeconomic stability requirements and the need to restore the sustainability of public finances through a credible medium-term consolidation path. An effective fiscal adjustment would allow monetary policy to loosen further and support a recovery of investment. Raising productivity will depend on strengthening competition, including through lower trade barriers, fewer administrative burdens and improvements in infrastructure.

 

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Rising current expenditures in combination with projected increases in pension spending have raised concerns about longer-term fiscal sustainability. These concerns are being adequately addressed with the implementation of a new expenditure rule, in line with recommendations in previous OECD Economic Surveys. The new rule limits real increases in expenditures and reduces the rigidity of the budgeting process, except for pensions and benefits, which amount to almost half of central government spending. Implementing a separate pension reform will be crucial for turning the fiscal adjustment into a success, and could also lead to stronger declines in inequality and poverty by improving the targeting of social benefits. The scope for raising spending efficiency extends across many areas, and the new fiscal rule leaves sufficient room for attaining policy objectives.

 

The credible commitment to containing public expenditures will allow further monetary easing going forward, which should give rise to stronger investment. Structural reforms have the potential to boost growth significantly and to make it more inclusive. Reducing the compliance costs and distortions imposed by Brazil’s fragmented system of indirect taxes would provide an almost immediate cost reduction for firms, and could be achieved by consolidating indirect taxes into a single, broad-based value-added tax with full deductibility for inputs and a zero-rating for exports. In addition, reducing barriers to international trade would cut the costs of imported inputs and strengthen incentives to enhance productivity. Improvements in infrastructure could also reduce transport costs, particularly for exporters. Stronger trade integration would benefit low-income earners in particular, as an expansion of the export sector would have a larger impact on the demand for low-skilled labour. Furthermore, improvements in the education sector would increase productivity and allow more low-income households to join Brazil’s growing middle class.

 

During the second half of 2015 and the first two months of 2016, rating credit agencies, Standard & Poor’s, Moody’s and Fitch, downgraded Brazil’s investment credit rating. In general, the downgrade is a reflection of a recession that is deeper than was previously anticipated, continued adverse fiscal developments and political uncertainty that could further undermine the government’s capacity to effectively implement fiscal measures to stabilize the growing debt burden.

 

Standard & Poor’s credit rating for Brazil stands at BB with a negative outlook. Moody’s credit rating for Brazil was last set at Ba2 with a negative outlook. Fitch’s credit rating for Brazil was reported as BB with a negative outlook. In general, sovereign wealth funds, pension funds and other investors refer to the credit ratings to gauge the credit worthiness of Brazil. Therefore, the credit ratings have a significant impact on the country’s borrowing costs.

 

Developments in the Peruvian Economy

 

Our operations in Peru accounted for 9.5% of our consolidated revenues from ordinary activities for the year ended December 31, 2016. Accordingly, the Company is sensitive to macroeconomic conditions in Peru.

 

According to the Central Bank of Peru, Peruvian GDP grew 2.4%, 3.3% and 3.9% in 2014, 2015 and 2016, respectively according to the Central Bank of Peru. This was on the back of a lower contribution to GDP from investments, particularly in its mining sector, and subdued private consumption. Falling exports were the main culprit for these two effects. Peru´s external accounts and exports were affected by weaker global demand and lower commodity prices. The government of Peru is being proactive in developing anticyclical measures to boost growth with a series of large infrastructure projects.

 

Urban unemployment rates have remained at stable and low levels during recent years. According to the INEI, in 2014, 2015 and 2016 the unemployment rate was 4.7%, 5.7% and 6.2%, respectively. At its December 2016 meeting, the Central Bank of Peru raised the reference rate to at 4.25% in light of the monetary authority’s inflation expectation of 2.0% for 2016 in order to maintain the convergence of inflation expectations that are above that target range. The CPI index increased 3.22%, 4.4% and 3.23% in 2014, 2015 and 2016, respectively as reported by INEI. Interest rates during 2016 were above those registered in 2015 and were influenced by the growth of the reference rate in its effort to tame inflation; by the exchange rate depreciation, a fragile economic recovery among Peru’s trading partners and high volatility in foreign exchange and financial markets.

 

The Peruvian government’s commitment to the current economic, fiscal and monetary policies supported economic growth in 2014. S&P upgraded Peru’s credit rating from BBB to BBB+ in August 2013. In October 2013, Fitch upgraded Peru’s credit rating from BBB to BBB+. In July 2014, Moody’s upgraded Peru’s credit rating from Baa2 to A3. Credit ratings are subject to periodic review and we cannot assure you that the current ratings will not be revised or lowered in the future. Peru is currently rated BBB+, A3 and BBB+ by S&P, Moody´s and Fitch, respectively.

 

According to the World Bank, following a decade of record-high growth, Peru’s economy has remained strong and resilient despite the persistent global uncertainty, thanks to strong fundamentals, supportive terms of trade and sound policy management.

 

On the downside, the economy is most vulnerable in the short term to a global growth shock that permeates through lower commodity prices. A prolonged period of low growth in the U.S. economy could also hamper Peru’s economy over the medium term.

 

On the upside, upward momentum to growth and inflation could come from large capital inflows and strong credit dynamics in the context of ample global liquidity and continued low growth in advanced economies.

 

In December 2014, Peru enacted Law No. 4007, reforming the national tax regime. The new law, which came into effect on January 1, 2015, mandates a gradual decrease in the corporate income tax rate and an increase in the tax rates for dividends distributed by Peruvian companies to Chilean shareholders. As a result, the current tax rate applicable to Peruvian corporate income distributed to Chilean shareholders will increase from the current applicable rate of 34.1%, to 34.8% for 2015 and 2016, 35% for 2017 and 2018, and 35.3% for 2019 and onward. As a result, the new Peruvian tax regime is expected to decrease the amount of dividends we receive from our Peruvian subsidiaries.

 

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The future economic, social and political developments in Peru, over which we have no control, could have a material adverse effect on us. See “Item 3. Key Information — D. Risk Factors - Risks Related to Peru.”

 

Developments in the Colombian economy

 

Our operations in Colombia accounted for 8.6% of our consolidated revenues from ordinary activities for the year ended December 31, 2016. Accordingly, the Company is sensitive to macroeconomic conditions in Colombia.

 

Beginning in 2007 Colombia grew rapidly, however, Colombia’s credit rating was not raised to investment grade by Moody’s and S&P until 2011. Moody’s upgraded Colombia from Baa3 to Baa2, two notches above junk grade, with a stable outlook in July 2014 and remaining stable in 2015 and 2016. Fitch also ratified its sovereign rating on Colombia at BBB with negative outlook in 2016. Credit ratings are subject to periodic review and we cannot assure you that the current ratings will not be revised or lowered in the future.

 

Congress’s approval of the tax reform on December 28, 2016 was essential in order to maintain investment grade credit ratings. The tax reform is expected to generate an increase in new revenues of 2.2 - 2.4% of GDP through 2022. The primary components of the tax reform are a 3% increase VAT from 16% to 19%, the permanent adoption of a 0.4% financial transactions tax, the adoption of a 5% tax on dividends for foreign investors, an increase in income tax on individuals and a gradual reduction of the corporate tax to 40% in 2017, 37% in 2018 and 33% in 2019. Furthermore, the wealth tax was eliminated.

 

By the end of 2016 Colombia’s credit rating was higher than that of Brazil, Latin America’s largest economy, due to strong growth that was supported by government infrastructure programs encompassed in the “4G” plan and moderate fiscal deficits.

 

After 50 years of armed confrontations, and four years of negotiations with FARC (Revolutionary Armed Forces of Colombia), the most important domestic guerrilla group, the Colombian government and FARC signed a peace agreement in September 2016 that a public referendum failed to ratify in October 2016. Following the unsuccesful referendum, the Colombian government and FARC signed a revised peace deal that was ratified by Congress in November 2016, and which was not submitted to the public for approval. In December 2016, the Colombian constitutional court ruled that they would allow legislation related to the FARC peace deal to be discussed through a fast track process. Since peace deal legislation is seen as extraordinary, it would typically have to go through eight debates in Congress. The constitutional court’s ruling shortenes the process to four debates in Congress. The government is expected to send the FARC Amnesty Bill to congress as soon as possible, as it is time sensitive.

 

In October 2012, the U.S. granted congressional approval to the implementation of the United States-Colombia Trade Promotion Agreement (“TPA”), under which over 80% of U.S. exports of consumer and industrial products to Colombia will become duty free immediately, with remaining tariffs phased out over 10 years. The TPA was signed on November 22, 2016 and is expected to benefit both the U.S. and Colombian economies, which are seen as highly complementary. According to the Office of the United States Trade Representative, Colombia was the United States’ 20th largest goods export market and the 27th largest supplier of goods imports in 2015. During 2014 and 2015, U.S. imports from Colombia amounted to USD$14.2 billion and USD$9.8 billion, respectively, and are expected to be USD$9.8 billion in 2016. The main products are oil and derivatives, aircraft and parts, electric machinery, iron and steel products, cereals, soybean products and pharmaceutical products. The decrease in U.S. imports from Colombia from 2014 to 2015 was driven by oil derivatives.

 

GDP growth was 4.4% in 2014, 3.1% in 2015 and 2.0% in 2016.  Retail sales have increased 7.5% in 2014, 6.5% in 2015 and 2.0% in 2016, according to DANE. The retail sector in Colombia is underpenetrated with 51% of the retail sector being informal according to Credit Suisse Research, as of 2013.

 

Private consumption has recovered since 2009 as illustrated by the real growth rates of 0.9%, 5.0%, 5.5%, 4.8%, 4.9%, and 4.7% in 2009, 2010, 2011, 2012, 2013 and 2014, according to DANE. We believe this increase in real growth rate has been a key driver in retail growth in Colombia. However, during the first quarter of 2016 household consumption grew a moderate 3.1% due to the negative impact of the high inflation rate, devaluation of the Colombian peso and the interest rate increase by the central bank.

 

Unemployment has gradually decreased in the last few years. According to the Central Bank of Colombia, the yearly unemployment rate was 9.1%, 8.9% and 9.2% in 2014, 2015 and 2016, respectively.

 

Historically, one factor that differentiated the Colombian recovery from its Latin American peers had been the favorable behavior of inflation, which has been well within the inflation target band of 2 - 4% set up by the Central Bank of Colombia. Headline inflation ended at 2.4% for 2012, 1.9% for 2013 and 3.66% for 2014. However, in 2015 the inflation was higher than the Central Bank target of 6.77% as a result of the devaluation of the peso and the negative impact on food products supply caused by weather phenomenon “El Niño” that affected the local harvests. In 2016 inflation closed at 5.75%, above target but with a significant decrease in the second quarter as a result of more favorable weather conditions and a more stable exchange rate.

 

Fiscal deficit has shown an increasing trend. It was 1.9% in 2012, 2.2% in 2013, 2.6% in 2014, 3.0% in 2015 and is estimated at 3.9% in 2016. This deficit has increased government debt to GDP ratios which stood at 51.7% in 2015.

 

The future economic, social and political developments in Colombia, over which we have no control, could impair our business, financial condition or results of operations. See “Item 3. Key Information — D Risk Factors. Risks Related to Colombia”

 

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Expansion activities

 

A significant proportion of our expected revenue growth is based on our expansion activities, including organic growth. We expect revenues to reach approximately U.S.$16.5 billion for 2017 based on the company’s expected revenue growth, due primarily to a better performance from the businesses, increased online business growth, selected store openings and an improved economic regional environment, particularly in Peru, Argentina and Brazil. For the same period we expect to invest U.S.$500 million.

 

By 2017, the focus of investments will continue to be on strengthening our value proposition and competitiveness of stores, innovation and improvement in logistics and technological capabilities, omnichannel development and growth in sales area through selective opening of stores and the acceleration of our remodeling plan. In addition to the above, we plan to start the development of new shopping centers and the expansion of existing malls.

 

The organic growth plan for the next four years (2017-2020) contemplates investments of U.S$2.5 billion and will be financed mainly by cash generated from operations (this plan does not take into account the resources that may be generated from any sale of non-strategic assets).

 

Capex distribution for 2017 by Type of Investment

 

 

Divestment activities

 

We profit from the opportunistic disposition of land for which we no longer have immediate use. These dispositions allow us to monetize the capital gains from such land and allocate capital efficiently. From time to time, we may leverage our favorable position in and knowledge of the land and market to engage in opportunistic selling transactions. During 2016, the Company divested from 47 pharmacies that the group operated within its supermarkets in Peru, to Mifarma, the 33.3% stake in Mall Viña del Mar S.A. - a company that owns and operates a shopping center in Viña del Mar and a shopping center in Curico - for UF 4,275,000 (approximately U.S.$160 million or Ch$110,575 million), renewed the JV agreement with Colpatria (a subsidiary of Scotiabank) to jointly develop the financial retail business in Colombia, and sold Teleticket, a ticketing agency for shows in Peru.

 

Impact of acquisitions

 

No acquisitions were made in the 2014, 2015 and 2016 fiscal periods.

 

Impact of organic expansion

 

During the year ended December 31, 2016, (a) in Chile, we opened two new stores in our supermarket division adding 815 square meters of selling space and added one new store in our department store division with an additional 3,135 square meters of selling space; (b) in Argentina, we had a net closing of four supermarkets, which reduced selling space by 1,654 square meters and opened one home improvement store, which added 7,760 square meters of selling space; (c) in Brazil, we had net closings of 11 stores and reduced selling space by 16,508 square meters; (d) in Peru, we had one net opening in our supermarkets division, which expanded selling space by 2,475 square meters and had one department store opening, which added10,100 square meters of selling space; (e) in Colombia, we had two net openings and added 4,839 square meters of selling space. In addition, maintenance expenditures for existing stores are estimated to have been at U.S.$72 million in 2016. In our shopping centers division we had a reduction in GLA to third parties of 9,643 square meters in Chile and 6,101 square meters in Colombia, totaling a reduction of 15,744 square meters.

 

During the year ended December 31, 2015, (a) in Chile, we had seven net openings in our supermarket division adding 9,674 square meters of selling space, we added two new stores in our home improvement division with an additional 17,462 square meters of selling space; (b) in Argentina, we had a net closing of four supermarkets and reduced selling space by 2,953 square meters; (c) in Brazil, we had a net opening of three stores and expanded selling space by 9,169 square meters; (d) in Peru, we had three net openings in our supermarkets division and expanded selling space by 7,826 square meters; (e) in Colombia, we opened had one net opening of a supermarket store and added 1,197 square meters of selling space and had no net openings in Home Improvement but added 6,587 square meters of selling space. In addition, maintenance expenditures for existing stores are estimated to have been at U.S.$108 million in 2015. In our shopping centers division we had a reduction in GLA to third parties of 1,846 square meters in Chile, 4,312 square meters in Argentina and added 477 square meters in Peru, totaling a reduction of 5,680 square meters.

 

During the year ended December 31, 2014, (a) in Chile, we opened 14 new stores in our supermarket division adding 21,637 square meters of selling space, we added one new store in our home improvement division with an additional 5,648 square meters of selling space, and we added two

 

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stores in our department stores division with an additional 3,695 square meters of selling space; (b) in Argentina, we opened two home improvement stores that added selling space for 10,297 square meters; (c) in Brazil, we had a net closing of two stores but expanded selling space by 5,448 square meters; (d) in Peru, we had no net openings in our supermarkets division but expanded selling space by 2,340 square meters and we opened three new department stores that added selling space of 13,011square meters. In addition, Maintenance expenditures for existing stores are estimated to have been at U.S.$75 million in 2014. In our shopping centers division we had investments that added GLA to third parties in excess of 20,635 square meters in Chile, 40,105 square meters in Argentina and 12,803 square meters in Peru, totaling 73,543 square meters.

 

As a general matter, we believe that a period of several years is frequently required after opening or inauguration for a store or shopping center to mature and achieve its full potential to generate sales. As a result, the increasing maturation of a newly opened store may need to be taken into account when comparing period-to-period store sales. The following tables present a breakdown of our store and shopping center expansion activities for the periods indicated:

 

 

 

2016

 

 

 

Total 2015

 

Openings

 

Closings

 

Acquisitions

 

Total 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

245

 

2

 

2

 

 

245

 

Home Improvement

 

35

 

0

 

0

 

 

35

 

Department Stores

 

79

 

1

 

1

 

 

79

 

Shopping Centers

 

25

 

0

 

0

 

 

25

 

Total Chile

 

384

 

3

 

3

 

 

384

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

286

 

6

 

9

 

 

283

 

Home Improvement

 

50

 

1

 

0

 

 

51

 

Shopping Centers

 

22

 

0

 

0

 

 

22

 

Total Argentina

 

358

 

6

 

9

 

 

356

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

222

 

3

 

14

 

 

211

 

Total Brazil

 

222

 

3

 

14

 

 

211

 

Peru

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

90

 

3

 

2

 

 

91

 

Department Stores

 

9

 

1

 

0

 

 

10

 

Shopping Centers

 

4

 

0

 

0

 

 

4

 

Total Peru

 

103

 

4

 

2

 

 

105

 

Colombia

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

101

 

3

 

1

 

 

103

 

Home Improvement

 

10

 

0

 

0

 

 

10

 

Shopping Centers

 

2

 

0

 

0

 

 

2

 

Total Colombia

 

113

 

3

 

1

 

 

115

 

Total

 

1,180

 

20

 

29

 

 

 

1,171

 

 

 

 

2015

 

 

 

Total 2014

 

Openings

 

Closings

 

Acquisitions

 

Total 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

238

 

10

 

3

 

 

245

 

Home Improvement

 

33

 

2

 

0

 

 

35

 

Department Stores

 

79

 

0

 

0

 

 

79

 

Shopping Centers

 

25

 

0

 

0

 

 

25

 

Total Chile

 

375

 

12

 

3

 

 

384

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

290

 

1

 

5

 

 

286

 

Home Improvement

 

50

 

0

 

0

 

 

50

 

Shopping Centers

 

22

 

0

 

0

 

 

22

 

Total Argentina

 

362

 

1

 

5

 

 

358

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

219

 

5

 

2

 

 

222

 

Total Brazil

 

219

 

5

 

2

 

 

222

 

Peru

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

87

 

3

 

0

 

 

90

 

Department Stores

 

9

 

0

 

0

 

 

9

 

Shopping Centers

 

4

 

0

 

0

 

 

4

 

Total Peru

 

100

 

3

 

0

 

 

103

 

Colombia

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

100

 

3

 

2

 

 

101

 

Home Improvement

 

9

 

1

 

0

 

 

10

 

Shopping Centers

 

2

 

0

 

0

 

 

2

 

Total Colombia

 

111

 

4

 

2

 

 

113

 

Total

 

1,167

 

25

 

12

 

 

 

1,180

 

 

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2014

 

 

 

Total 2013

 

Openings

 

Closings

 

Acquisitions

 

Total 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

224

 

15

 

1

 

 

238

 

Home Improvement

 

32

 

1

 

 

 

33

 

Department Stores

 

77

 

2

 

 

 

79

 

Shopping Centers

 

25

 

 

 

 

25

 

Total Chile

 

358

 

18

 

1

 

 

375

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

290

 

1

 

1

 

 

290

 

Home Improvement

 

48

 

2

 

 

 

50

 

Shopping Centers

 

18

 

4

 

 

 

22

 

Total Argentina

 

356

 

7

 

1

 

 

362

 

Brazil

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

221

 

3

 

5

 

 

219

 

Total Brazil

 

221

 

3

 

5

 

 

219

 

Peru

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

87

 

1

 

1

 

 

87

 

Department Stores

 

6

 

3

 

 

 

9

 

Shopping Centers

 

3

 

1

 

 

 

4

 

Total Peru

 

96

 

5

 

1

 

 

100

 

Colombia

 

 

 

 

 

 

 

 

 

 

Supermarkets

 

100

 

2

 

2

 

 

100

 

Home Improvement

 

9

 

1

 

1

 

 

9

 

Shopping Centers

 

2

 

 

 

 

2

 

Total Colombia

 

111

 

3

 

3

 

 

111

 

Total

 

1,142

 

13

 

8

 

 

1,167

 

 

Impact of exchange rate fluctuations

 

The Chilean peso, as well as the currencies of the countries in which we operate, has been subject to large volatility in the past and could be subject to significant fluctuations in the future. During 2016 and 2015, the value of the Chilean peso relative to the U.S. dollar appreciated approximately 5.7% and depreciated 17.0%, respectively; the Argentine Peso depreciated approximately 22.1% and 51.7% against the U.S. dollar, respectively; the Brazilian Real appreciated approximately 18.3% and devaluated 49.8% against the U.S. dollar, respectively; the Peruvian Sol appreciated 1.7% and depreciated approximately 14.1% against the U.S. dollar, respectively, and the Colombian peso appreciated 5.7% and depreciated 33.0% against the U.S. dollar, respectively. The observed exchange rate for the Chilean peso on January 2, 2017 was Ch$669.75 per U.S.$1.00. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” and “Item 10. Additional Information—D. Exchange Controls.”

 

Our sales in each of our countries of operations are priced in local currencies. To the extent that the Chilean peso depreciates against the U.S. dollar or the currencies of any of our countries of operation, our revenues may be adversely affected when expressed in Chilean pesos. The effect of exchange rate fluctuations is partially offset by the fact that certain of our operating expenses are denominated in Chilean pesos (such as our corporate overhead) and a significant part of our indebtedness is denominated in Chilean pesos. As of December 31, 2016, 17% of our interest-bearing debt was denominated in U.S. dollars, after taking into account cross-currency swaps, and the remainder of our interest-bearing debt was primarily UF- or Chilean peso-denominated.

 

Seasonality

 

Historically, we have experienced distinct seasonal sales patterns at our supermarkets due to heightened consumer activity throughout the Christmas and New Year holiday season, as well as during the beginning of each school year in March. During these periods, we promote the sale of non-food items particularly by discounting imported goods, such as toys throughout the Christmas holiday season, and school supplies during the back-to-school period. Conversely, we usually experience a decrease in sales during the summer vacation months of January and February. Our sales for the first and fourth quarters of 2016 represented 24.0% and 27.6% respectively, of our total sales for such year.

 

We do not experience significant seasonality in the home improvement sector. Home improvement store sales for the first and fourth quarters of 2016 represented 25.1% and 27.8% of our total home improvement sales.

 

Our department stores have also experienced historically distinct seasonal sales patterns due to heightened consumer activity throughout the Christmas and New Year holiday season. As a result, the strongest quarter in terms of sales is the fourth quarter, which represented 32.0% of total sales for the year 2016, while the first quarter represented 21.9% of total annual sales, respectively.

 

Our shopping center revenues generally increase during the Christmas and New Year holiday season, reflecting the seasonal sales peak for our shopping centers. For example, during the fourth quarter of 2016 our Chile shopping center revenues represented 29.1% of total Chile shopping

 

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center revenues for the year. We generally charge our shopping center tenants double rent for the month of December which is payable in February of the following year when they will have realized collections in respect of most holiday season sales.

 

Joint Venture

 

On June 20, 2014, the Company, together with its subsidiaries Cencosud Retail S.A. and Easy S.A., entered into the Joint Venture Framework Agreement with BNS and its wholly owned subsidiary Scotiabank Chile, to further develop, on a joint basis, the retail finance business in Chile. As part of the agreement, Scotiabank Chile acquired a fifty-one percent (51%) controlling interest of each of the Subject Companies, with Cencosud retaining the remaining forty-nine percent (49%) non-controlling interest of each of the Subject Companies. On April 13, 2015, the Superintendency of Banks and Financial Institutions of Chile announced its approval of the joint venture between the Company and ScotiaBank.

 

On September 29, 2016, we renewed the JV agreement with Colpatria (a subsidiary of Scotiabank) to jointly develop the financial retail business in Colombia. The agreement is a 15 year term contract which involves a one-time payment from Colpatria to Cencosud in the amount of Ch$18,834 million, and the distribution, in equal parts, of future business profitability.

 

Under IFRS 5, “Disposal of subsidiaries, business and non-current assets”, the Subject Companies are considered as from June 20, 2014, as “Assets held for sale” as a result of Cencosud’s commitment to sell a controlling interest to an unrelated party under the Joint Venture Framework Agreement and the occurrence of such transaction is deemed highly probable by management. IFRS 5 requires that (a) assets that meet the criteria to be classified as held for sale be measured at the lower of carrying amount and fair value less costs to sell, and depreciation on such assets shall cease; and (b) assets that meet the criteria to be classified as held for sale be presented separately in the statement of financial position and the results of discontinued operations, net of tax, and be presented separately in the statement of comprehensive income. Net cash flows attributable to the operating, investing and financing activities of discontinued operations are required to be disclosed either in the notes to the financial statements or in the financial statements themselves. Accordingly, our consolidated financial information for the two years ended December 31, 2015 and 2014 has been restated to present the result of operations of the financial services segment in Chile as discontinued operations.

 

In 2016 the Company did not register results related to discontinued operations as the Joint Venture was completed in May 1, 2015, and results from financial services Chile started to be accounted under the equity method of accounting, given our 49% ownership.

 

Potential Separation of the Shopping Centers division

 

On January 30, 2015, the board of directors of the Company resolved to evaluate a potential separation of the Company’s Shopping Centers division. The possible separation was contemplated to primarily involve shopping centers in Argentina, Chile, Peru and Colombia, coupled with the development of a plan for investment in additional expansions and new projects, with the Company expecting to maintain a majority position in the resulting entity. The process however is currently on standby and no decision to proceed has been made. Any transaction ultimately undertaken with respect thereto will be subject to approval by the board of directors of the Company as well as the procurement of any other regulatory approvals required under applicable law.

 

Cost of Sales

 

Cost of sales reflects the costs of goods sold. Gross profit, defined as revenues from ordinary activities less cost of sales, is lower in our supermarkets segment due to higher turnover of our supermarket inventory, which includes primarily basic and staple goods. In our other segments, namely department stores and home improvement stores, we do not experience high inventory turnover and therefore have higher gross profits.

 

Loan Provisioning

 

Provision models to cover portfolio risk in line with Basel II standards: the Company has different provisions models that adhere to local regulations in each country as well as Basel II standards in order to most adequately reflect cardholder portfolio risk. External variables that affect payment behavior are also included in statistical models for estimating provisions. The Company is making progress in each country on implementing anti-cyclical provisions based on industry best practices, having started with Chile and Peru and, in 2012, Argentina. It also uses back testing to periodically monitor the sufficiency of the provisions it establishes.

 

Critical Accounting Policies and Estimates

 

A summary of our significant accounting policies is included in Note 2 to our Audited Consolidated Financial Statements included elsewhere in this annual report. We believe that the consistent application of these policies enables us to provide readers of our consolidated financial statements with more useful and reliable information about our operating results and financial condition.

 

The following policies are the accounting policies that we believe to be the most important in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective or complex judgments.

 

Estimate of impairment of assets with indefinite useful lives

 

We assess annually, or when there is a triggering event, whether goodwill has experienced any impairment, according to the accounting policy described in Note 2.11 of the annual financial statements. The recoverable balances of the cash generating units have been determined from the base of their value in use. The methodology of discounting cash flows at a real pre-tax discount rate calculated for each country is applied. The projection of cash flows is carried out by each country and by business segment. Using the functional currency of each country and the projection

 

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considered a horizon of 5 years perpetuity, unless they justify a different horizon. The projections are the historical information of the last year and the main macroeconomic variables that affect the markets. In addition projections considered a moderate organic growth and recurring investments needed to keep generating capacity of flow of each segment.

 

The assets measured correspond mainly to trademarks and goodwill arising from past business combinations. The measurements are performed for each operating segment representing the cash generating unit determined to carry out the annual impairment test. The projected cash flows in each segment are allocated initially to identifiable tangible and intangible assets and the exceeding portion is allocated to goodwill. The valuation review of the trademarks incorporates among other factors the market analysis, financial projections and the determination of the role that brand has in the generation of sales. For more information please refer to note 4.1 of our audited consolidated financial statements.

 

After evaluating the development of the Supermarkets — Brazil CGU (cash generating unit) segment during first half 2015, the Company has considered that there were qualitative triggering events indicating that the goodwill of the Supermarkets - Brazil CGU could be at risk of impairment. According to this, a new calculation of the recovery value of the Supermarkets - Brazil CGU was made by taking into account the adjusted assumptions and updated business outlook. The value in use was obtained by discounting the future cash flows at their present value, using an updated WACC rate.

 

The financial model showed that the recoverable amount of the Supermarkets - Brazil CGU was lower than the carrying value of its long-term assets, for this reason, the Group recorded a goodwill impairment in the amount of Ch$116,771 million (BRL$566 million). This impairment loss was recognized within the consolidated statement of comprehensive income by function, as of June 30, 2015.

 

During the years ended December 31, 2016 and December 31, 2015, except for the goodwill of the Supermarkets - Brazil CGU, there have been no losses for impairment of assets with indefinite useful life.

 

Impairment of accounts receivable

 

We assesses the impairment of accounts receivable when there is objective evidence that we will not be able collect all the amounts according to the original terms of the account receivable. For further information on our accounts receivable, please see Note 8 to our Audited Consolidated Financial Statements.

 

Investment property

 

a) Fair value measurement for lands

 

The fair value for land was determined by the Company’s finance department, consulting with external and independent property valuers who have an appropriate recognized professional qualification and recent experience in the location and category of the property being valued.

 

The methodology used in determining the fair value of lands was the market approach, which consists of determining the fair value based on recent transactions occurred in the market.

 

b) Fair value measurements for investment properties other than land.

 

The Company’s finance department is responsible for determining fair value measurements included in the financial statements

 

The Company’s finance department includes a valuations team that prepares a valuation for each investment property every quarter. The valuation team reports directly to the Chief Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes, key inputs and results are held between the CFO, AC and the valuation team at least once every quarter, in line with the Company’s quarterly reporting dates.

 

The fair value measurement for this type of investment has been categorized as a level III of the fair value hierarchy based on the inputs used in the valuation technique. Investment properties are valued on a highest and best use basis. Changes in Level 3 fair values are analyzed at each reporting date during the quarterly valuation discussions between the CFO, AC and the valuation team. As part of this discussion, the team presents a report that explains the reasons for the fair value movements.

 

For all of the Company’s investment properties, the current use is considered to be the highest and best use.

 

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers in or out of Level 3 fair value measurements for investment properties during the period, nor transfers between Level 1 and Level 2 of the fair value hierarchy.

 

For investment property, the methodology of the discounted future cash flows uses a country-specific WACC post- tax rate, measured in real terms and differentiated by country. The rates used at December 31, 2016 were 6.19% in Chile, 12.3% in Argentina, 6.75% in Peru and 7.03% in Colombia (at December 31, 2015: 6.73% in Chile, 22.50% in Argentina, 7.50% in Peru and 7.10% in Colombia). To this effect, a calculation is performed to obtain the net revenues that correspond to the lease income minus the direct costs and operating expenses. Additionally, the projected cash flows used the historical information of the recent years and the projected macroeconomic variables that will affect each country. As a result of the project of tax reform in Chile enacted in the second half of the year 2014, the company conducted an assessment of changes in the legislation and included such in determining the fair value of the investment properties from June 30, 2014. For more information related to cash flows and main variables used please refer to note 4.3 of our audited consolidated financial statements.

 

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Fair value of derivatives

 

The fair value of financial instruments that are not traded in an active market as it is the case of the over-the-counter derivatives is determined by using valuation techniques. The company uses its judgment to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period. The company has used discounted cash flows analysis for various foreign exchange contracts and interest rate contracts that are not traded in active markets. For more information please refer to note 4.4 of our audited consolidated financial statements.

 

Operating Segments

 

For purposes of our Audited Consolidated Financial Statements and our Unaudited Interim Consolidated Financial Statements, IFRS 8 “Operating Segments” requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating officer in deciding how to allocate resources and in assessing performance.

 

For management purposes, we are organized into six operating segments:

 

·      “supermarkets,” which includes the results of our: Jumbo, Santa Isabel, Disco, Vea, Wong, Metro, GBarbosa, Perini, Bretas and Prezunic supermarkets and hypermarkets in Chile, Argentina, Brazil, Colombia and Peru, our Eletro-show stores, GBarbosa pharmacies in Brazil and Peru and gas stations in Brazil and Colombia;

 

·      “shopping centers,” which includes the results of our shopping centers in Chile, Argentina, Colombia and Peru;

 

·      “home improvement stores,” which includes the results of our Easy and Blaisten home improvement stores in Chile, Argentina and Colombia;

 

·      “department stores,” which includes the results of our Paris and Johnson department stores in Chile and Paris in Peru;

 

·      “financial services,” which primarily includes the results of our credit card businesses and consumer loans, as well as our limited insurance brokerage operations in Argentina, and Peru and through joint ventures in Chile with Scotiabank, in Brazil with Banco Bradesco and Colpatria in Colombia; and

 

·      “other,” which includes the results of our entertainment centers, loyalty programs and our corporate back-office operations.

 

We base operations and resource allocation decisions on these six segments. The operating segments are disclosed in a coherent way consistent with the presentation of internal reports we use in our internal controls and disclosure processes. These operating segments derive their revenues primarily from the sale of products and rendering of services to retail consumers.

 

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

 

The following table presents, for the periods indicated, certain items of our statement of profit and loss:

 

 

 

Year Ended December 31,

 

 

 

 

 

2016

 

2015

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Revenues from ordinary activities:

 

 

 

 

 

 

 

Supermarkets

 

7,487,810

 

8,045,566

 

(6.9

)%

Shopping Centers

 

238,722

 

248,026

 

(3.8

)%

Home improvement

 

1,294,348

 

1,469,246

 

(11.9

)%

Department stores

 

1,126,931

 

1,051,642

 

7.2

%

Financial services

 

177,683

 

165,820

 

7.2

%

Other

 

7,506

 

11,039

 

(32.0

)%

Total revenues from ordinary activities

 

10,333,001

 

10,991,338

 

(6.0

)%

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

Supermarkets

 

(5,600,464

)

(6,014,367

)

(6.9

)%

Shopping Centers

 

(31,110

)

(33,984

)

(8.5

)%

Home improvement

 

(849,368

)

(962,485

)

(11.8

)%

Department stores

 

(810,967

)

(749,412

)

8.2

%

Financial services

 

(59,818

)

(49,276

)

21.4

%

Other

 

(4,744

)

(3,702

)

28.2

%

Total cost of sales

 

(7,356,471

)

(7,813,226

)

(5.8

)%

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

Supermarkets

 

1,887,346

 

2,031,199

 

(7.1

)%

Shopping Centers

 

207,612

 

214,042

 

(3.0

)%

Home improvement

 

444,980

 

506,761

 

(12.2

)%

Department stores

 

315,965

 

302,229

 

4.5

%

Financial services

 

117,865

 

116,544

 

1.1

%

Other

 

2,763

 

7,337

 

(62.3

)%

Total gross profit

 

2,976,530

 

3,178,112

 

(6.3

)%

 

 

 

 

 

 

 

 

Administrative expenses, distribution costs and other expenses

 

(2,523,381

)

(2,675,486

)

(5.7

)%

Other income

 

301,152

 

210,521

 

43.1

%

Share of profits of investments accounted for using the equity method

 

11,896

 

14,067

 

(15.4

)%

Financial income

 

14,540

 

14,939

 

(2.7

)%

Financial expenses

 

(283,511

)

(259,038

)

9.4

%

Other losses

 

59,564

 

(124,455

)

(147.9

)%

Exchange differences

 

37,287

 

(116,743

)

(131.9

)%

Losses from indexation

 

(14,312

)

(22,009

)

(35.0

)%

Income (loss) before taxes

 

579,766

 

219,908

 

163.6

%

Income tax charge

 

(191,969

)

(58,540

)

227.9

%

Profit from continuing operations

 

387,797

 

161,368

 

140.3

%

Profit from discontinued operations

 

0

 

70,617

 

(100.0

)%

Net profit

 

387,797

 

231,985

 

67.2

%

Profit attributable to non-controlling shareholders

 

43

 

44

 

(3.2

)%

Profit attributable to controlling shareholders

 

387,755

 

231,941

 

67.2

%

 

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Revenues from ordinary activities

 

Our consolidated revenues from ordinary activities decreased Ch$658,336 million, or 6.0%, to Ch$10,333,001 million for the year ended December 31, 2016, from Ch$10,991,338 million for the same period in 2015, as a result of a lower contribution from Supermarkets, Home Improvement and Shopping Centers, reflecting the impact of the devaluation of local currencies against the Chilean peso (mainly the Argentine peso and Colombian peso against the Chilean peso), partially offset by higher contribution from Department Stores and Financial Services. The increase in Department Stores reflects the growth in same store sales (SSS) in Chile and Peru, and the store openings in Peru. The increase in Financial Services reflects loan portfolio growth in Peru and Argentina.

 

Supermarkets

 

Our consolidated revenue from ordinary activities from our supermarkets decreased Ch$557,756 million, or 6.9%, to Ch$7,487,810 million for the year ended December 31, 2016, from Ch$8,045,566 million for the same period in 2015, primarily due to (i) a revenue decrease of Ch$521,604 million, or 24.2%, in our Argentine operations, resulting from a 35.4% depreciation of the ARS against the CLP and the net closing of 3 stores, partially offset by a 17.3% increase in same stores sales, (ii) a decrease of Ch$89,694 million, or 5.3%, in revenues from our Brazilian operations due to the net closing of 11 stores, a 2.4% decrease in same store sales and the 2.0% depreciation of the BRL against the CLP, (iii) a decrease of Ch$29,066 million, or 3.5%, from our Colombian operations resulting from a 7.6% depreciation of the COP against the CLP, partially offset by the net opening of two stores during the period and a 5.0% increase in same store sales, and (iv) a decrease of Ch$28,876 million, or 3.3%, from our Peruvian operations, due to the sale of pharmacies — in 2015 revenues from that business was accounted in the Supermarkets segment — and the 2.4% depreciation of the Peruvian Nuevo Sol  against the CLP, partially offset by the net opening of 1 store and a 1.0% increase in same store sales. On the other hand, our Chilean operations posted a revenue increase of 4.5%, or Ch$111,484 million, on the back of positive same store sales of 3.9%.

 

Home improvement stores

 

Our consolidated revenue from ordinary activities from our home improvement stores decreased Ch$174,897 million, or 11.9%, to Ch$1,294,348 million for the twelve months ended December 31, 2016, from Ch$1,469,246 million for the same period in 2015, primarily due to (i) a decrease of Ch$200,539 million, or 22.0%, in our Argentine operations, resulting from a 35.4% depreciation of the ARS against the CLP, partially offset by an 18.4% increase in same store sales and the net opening of one store, (ii) an increase in revenues of Ch$25,374 million, or 5.1%, in Chile resulting from a 3.3% increase in same store sales and (iii) an increase in revenues from our Colombian operations of Ch$268 million, or 0.4%, resulting from a 7.6% depreciation of the COP against the CLP, partially offset by an 8.8% same store sale increase.

 

Department stores

 

Our consolidated revenue from ordinary activities from our department stores increased Ch$75,290 million, or 7.2%, to Ch$1,126,931 million for the twelve months ended December 31, 2016, from Ch$1,051,642 million for the same period in 2015, primarily due to (i) an increase of Ch$66,149 million, or 6.7%, in our Chilean operations as a result of a 6.4% increase in same store sales and (ii) an increase in revenues of Ch$9,141 million, or 15.5%, in Peru resulting from a 11.1% increase in same store sales and the net opening of one store.

 

Shopping centers

 

Our consolidated revenue from ordinary activities from our shopping centers decreased Ch$9,304 million, or 3.8%, to Ch$238,722 million for the twelve months ended December 31, 2016, from Ch$248,026 million for the same period in 2015, primarily due to (i) a decrease in revenues from our Argentine operations of Ch$15,764 million, or 18.3%, resulting from a 35.4% depreciation of the ARS against the CLP and (ii) a decrease in revenues from our Colombian operations of Ch$63 million, resulting from a 7.6% depreciation of the COP against the CLP, partially offset by

 

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greater sales in local currency driven by the incorporation of revenues associated with the lease of pharmacies and increased in-store GLA(77) sales. These decreases were partially offset by (i) increased revenues in our Chilean operations of Ch$5,389 million due to the improved performance of our flagship development Costanera Center, renewal of contracts, the collection of office leases at Costanera Center and higher contribution from our parking business, and (ii) an increase in revenues from our Peruvian operations of Ch$1,134 million, or of 6.0%, due to renewals of leasing contracts, the incorporation of revenues from the newly leased pharmacies (after the divestiture of that operation) and an increased average occupancy rate during the period (up from 90.6% in 2015 to 93.5% in 2016) driven by Arequipa and Plaza Lima Sur Shopping Malls.

 

Financial services

 

Our consolidated revenue from ordinary activities from our financial services increased Ch$11,863 million, or 7.2%, to Ch$177,683 million for the twelve months ended December 31, 2016, from Ch$165,820 million for the same period in 2015, primarily due to (i) an increase in revenues from our Peruvian operations of Ch$10,001 million, or 20.4%, as a result of an increase in the size of our loan portfolio, (ii) an increase in revenues from our Argentine operations of Ch$8,059 million, or 7.8%, also as a result of an increase in the size of our loan portfolio. These increases were partially offset by (i) a decrease in revenues of Ch$3,137 million, or 62.0%, from our Brazilian operations as a result of lower contribution from the business  due to an increase in loss provisions and write-offs net from recoveries reflecting increased risk related to the economic deceleration and increased unemployment in Brazil, (ii) a decrease in revenues from our Colombian operations of Ch$1,773 million, or 31.4%, reflecting lower contribution from the business due to an increase in loss provisions and write-offs net from recoveries reflecting increased risk and the devaluation of the COP against the CLP, and (iii) a decrease in revenues from our Chilean operations of Ch$1,286 million resulting from lower business volume at Banco Paris (closure process finalized by the end of the year).

 

Cost of sales

 

Our consolidated cost of sales decreased Ch$456,754 million, or 5.8%, to Ch$7,356,471 million for the twelve months ended December 31, 2016 from Ch$7,813,226 million for the same period in 2015, reflecting the impact of the devaluation of local currencies against the Chilean peso and the efficiency plans coupled with the review of commercial strategies, better commercial agreements with suppliers and lower obsolescence provision (in 2015 Cencosud registered CLP 7,978 million in obsolescence provision).

 

Supermarkets

 

Our consolidated cost of sales in our supermarkets decreased Ch$413,903 million, or 6.9%, to Ch$5,600,464 million for the twelve months ended December 31, 2016 from Ch$6,014,367 million for the same period in 2015, due to (i) a decrease in cost of sales in Argentina of Ch$362,097 million, or 24.5%, resulting from a 35.4% depreciation of the ARS against the CLP; (ii) a Ch$73,315 million, or 5.6% decrease in cost of sales in Brazil, as a result of the decrease in sales related to the store closings, negative same store sales and the devaluation of the BRL against the CLP, (iii) a decrease in cost of sales in Peru, or 4.9%, as a result of the decrease in sales, the sale of pharmacies and the efficiency efforts, coupled with a 2.4% devaluation of the PEN against the CLP, (iii) a decrease in cost of sales in Colombia of Ch$23,753 million, or 3.5%, resulting from the 7.6% devaluation of the COP against the CLP, partially offset by increased cost of sales in local currency due to increased revenues. On the other hand, cost in sales in our Chilean operations increased Ch$78,441 million, or 4.2%, as a result of increased logistic costs associated to the start-up of the new distribution center of perishables in Santiago and higher promotional activity, partially offset by lower obsolescence provisions by Ch$2,059 million(78).

 

Home improvement stores

 

Our consolidated cost of sales in home improvement stores decreased Ch$113,117 million, or 11.8%, to Ch$849,368 million for the twelve months ended December 31, 2016 from Ch$962,485 million for the same period in 2015, mainly due to (i) a decrease in cost of sales in Argentina of Ch$129,054 million, or 23.0%, resulting from a 35.4% depreciation of the ARS against the CLP and lower obsolescence provisions by CLP 3,318 million(79); (ii) a decrease in cost of sales in Colombia of Ch$453 million, or 0.9%, resulting from lower obsolescence provisions by Ch$560 million(80), decreased logistic costs and higher operational efficiency, coupled with the 7.6% devaluation of the COP against the CLP; partially offset by (iii) increased cost of sales in Chile of Ch$16,390 million, or 4.6%, due to the 5.1% increase in revenues, partially offset by lower obsolescence provisions by Ch$2,041 million(81).

 

Department stores

 

Our consolidated cost of sales in our department stores increased Ch$61,554 million, or 8.2%, to Ch$810,967 million for the twelve months ended December 31, 2016 from Ch$749,412 million for the same period in 2015, due to (i) an increase of Ch$54,664 million, or 7.8%, in cost of sales in Chile as a result of the 6.7% increase coupled with increased contribution from online sales and higher promotional activity; and (ii) an increase in cost of sales in Peru of Ch$6,890 million, or 14.5%, as a result of the 15.5% increase in sales driven by the expansion of the department store business in the country.

 


(77)  In store GLA refers to small size stores placed next to the check-out lanes in supermarkets. Tenants are oriented towards a narrow mix of goods and personal services such as drugstores, bank branches, dry cleaning facilities, smoke shops, accessories, and hair salons, among others.

(78)  A Ch$2,059 million increase in provision was performed in Supermarkets Chile in 2015, due to a change in obsolescence of inventories.

(79)  A Ch$3,318 million increase in provision was performed in Home Improvement Argentina in 2015, due to a change in obsolescence of inventories.

(80)  A Ch$560 million increase in provision was performed in Home Improvement Colombia in 2015, due to a change in obsolescence of inventories.

(81)  A Ch$2,041 million increase in provision was performed in Home Improvement Chile in 2015, due to a change in obsolescence of inventories.

 

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Shopping centers

 

Our consolidated cost of sales, primarily depreciation and expenses, from our shopping centers decreased Ch$2,873 million, or 8.5%, to Ch$31.110 million for the twelve months ended December 31, 2016 from Ch$33,984 million for the same period in 2015, due to (i) a decrease in cost of sales of Argentina of Ch$8,411 million, or 37.2%, resulting from the 35.4% depreciation of the ARS against the CLP; (ii) a decrease of Ch$93 million, or 3.1%, in cost of sales for our Peruvian operations due to higher charges from common expenses charged to our tenants and (iii) a decrease in cost of sales in Colombia of Ch$45 million, or 15.1%, resulting from a 7.6% depreciation of the COP against the CLP and the incorporation of revenues from the lease of pharmacies. These effects were partially offset by an increase in cost of sales in Chile of Ch$5,676 million, or 69.7%, due to increased costs related to the payment of real estate taxes as a consequence of the Tax Reform Act(82).

 

Financial services

 

Our consolidated cost of sales, primarily provisions for bad debts and collection and processing costs, from our financial services division increased Ch$10,543 million, or 21.4%, to Ch$59,818 million for the twelve months ended December 31, 2016 from Ch$49,276 million for the same period in 2015, due to an increase of Ch$6,061 million, or 28.6% in Peru as a result of the growth of our loan portfolio and an increase of Ch$4,097 million, or 14.3%, in Argentina as a result of loan portfolio growth and increased charges related to risk.

 

Gross profit

 

Our consolidated gross profit decreased 6.3%, or Ch$201,582 million, to Ch$2,976,530 million for the twelve months ended December 31, 2016 from Ch$3,178,112 million for the same period in 2015, primarily due to a decrease in gross profit in Supermarkets, Home Improvement and Shopping Centers, partially offset by increased gross profit in Department Stores and Financial Services. The decrease in gross profit in the aforementioned businesses was mainly driven by the depreciation of the ARS and COP against the CLP.

 

Our consolidated gross profit as a percentage of revenues from ordinary activities decreased 0.11% to 28.8% for the twelve months ended December 31, 2016 from 28.9% for the same period in 2015, reflecting increased costs related to the payment of real estate taxes in Chile as a consequence of the Tax Reform Act and lower gross margin from Financial Services due to increased charges related to risk associated with the loan portfolio growth in Peru, coupled with a lower contribution from the Joint Venture in Brazil reflecting economic conditions and from Colombia due to the devaluation of the COP against the CLP. The foregoing were partially offset by better commercial conditions with suppliers and the Ch$7,978 million one-time provision due to the change in how we account for obsolescence of inventories performed in 2015.

 

Supermarkets

 

Our consolidated gross profit in our supermarkets decreased Ch$143,853 million, or 7.1%, to Ch$1,887,346 million for the twelve months ended December 31, 2016 from Ch$2,031,199 million for the same period in 2015, as a result of (i) a decrease in gross profit of Ch$159,507 million, or 23.5%, in Argentina driven by the depreciation of the ARS against the CLP and increased promotional activity, (ii) a decrease in gross profit of Ch$16,380 million, or 4.5%, from our Brazilian operations, as a result of the 2.4% decrease in same store sales, the net closing of 11 stores and the depreciation of the BRL against the CLP, and (iii) a decrease of Ch$29,066 million, or 3.5%, in Colombia driven by the depreciation of the COP against the CLP. On the other hand, gross profit increased both in Chile and Peru. In the case of Chile, the increase in gross profit of Ch$33,044 million was driven by higher sales, savings from the centralization of processes (mat, bakery and prepared food) as well as improved logistic costs, and lower obsolescence provisions by Ch$2,059 million. In the case of Peru, the increase in gross profit of Ch$4,303 million was the result of lower contribution from the wholesale business.

 

Home improvement stores

 

Our consolidated gross profit in our home improvement stores decreased Ch$61,780 million, or 12.2%, to Ch$444,980 million for the twelve months ended December 31, 2016 from Ch$506,761 million for the same period in 2015. The decrease in gross profit reflects a decrease in gross profit from ordinary activities in Argentina of Ch$71,486 million, or 20.5%, from Ch$349,324 million in 2015 to Ch$277,839 million in 2016, as a result of the depreciation of the ARS against the CLP and greater promotional activity, partially offset by (i) an increase in gross profit from our operations in Chile of Ch$8,984 million, or 6.3%, driven by higher sales, greater contribution from retail sales and the one-time charge in 2015 of Ch$2,041 million related to the change in the provision of obsolescence of inventories and (ii) an increase in gross profit in Colombia of Ch$721 million, or 4.8%, resulting from higher sales, a larger share of imports in the product mix and the one-time charge in 2015 of Ch$560 million due to the change in the provision of obsolescence of inventories.

 

Department stores

 

Our consolidated gross profit in our department stores increased Ch$13,736 million, or 4.5%, to Ch$315,965 million for the twelve months ended December 31, 2016 from Ch$302,229 million for the same period in 2015, reflecting the improvement both in Chile and Peru. In Chile, gross profit increased Ch$11,485 million, or 4.0%, during the twelve months ended December 31, 2016 compared to the same period in 2015 driven by greater sales, and gross margin as a percentage of sales decreased from 29.3% in 2015 to 28.5% in 2016, as a result of greater promotional activity. In Peru, gross profit increased Ch$2,251 million, or 19.6%, and gross margin as a percentage of sales increased from 19.5% in 2015 to 20.2% in 2016, as a result of the increase in size of the operation.

 


(82)  After the implementation of the Tax Reform Act in Chile approved in 2014, real estate taxes paid by contributors ceased to be a credit for corporate income taxes by 50% in 2015, and the benefit was fully eliminated by in 2016.

 

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Shopping centers

 

Our consolidated gross profit in our shopping centers decreased Ch$6,430 million, or 3.0%, to Ch$207,612 million for the twelve months ended December 31, 2016 from Ch$214,042 million for the same period in 2015, as a result of a decrease in gross profit in Argentina of Ch$7,352 million, or 11.6%, due to the depreciation of the ARS against the CLP, partially offset by an increased gross profit in Peru, resulting from the renewal of contracts of a few tenants, the incorporation of revenues from the rental of pharmacies and higher charges from common expenses charged to our tenants.

 

Financial services

 

Our consolidated gross profit in our financial services segment increased Ch$1,321 million, or 1.1%, to Ch$117,865 million for the twelve months ended December 31, 2016 from Ch$116,544 million for the same period in 2015, as a result of (i) a larger loan portfolio at our Argentine operations, which increased gross profit by Ch$3,962 million, or 5.3%, despite the depreciation of the ARS against the CLP, and (ii) increased gross profit in Peru of Ch$3,940 million, or 14.2%, as a result of the growth of our loan portfolio in the country, fueled by the department store business growth by financing in-store purchases. These increases were partially offset by (i) a decrease in gross profit of Ch$3,137 million in our Brazilian operations, or 62.0%, due to higher charges related to risk as a result of the economic cycle, and (ii) decreased gross profit of Ch$1,774 million, or 31.4%, in our Colombian operations, reflecting higher costs of funding and an increase in risk, as well as the impact of the depreciation of the COP against the CLP.

 

Administrative expenses, distribution costs and other expenses

 

Our consolidated administrative expenses, distribution costs and other expenses decreased Ch$152,104 million, or 5.7%, to Ch$2,523,381 million for the twelve months ended December 31, 2016 from Ch$2,675,486 million for the same period in 2015. This decrease primarily reflects the 6.0% decrease in revenue from ordinary activities, and the impact of the depreciation of the ARS and COP against the CLP.

 

Other income by function

 

Our consolidated other income by function increased by Ch$90,631 million, or 43.1%, to Ch$301,152 million for the twelve months ended December 31, 2016 from Ch$210,521 million for the same period in 2015, as a result of an increase in the fair value of properties in the period reflecting lower discount rates in the region for the twelve month period ended December 31, 2016 compared to the same period in 2015, associated with lower country risk, mainly in Argentina.

 

Results from financial and other activities

 

The following table presents, for the periods indicated, a breakdown of our consolidated results from financial, tax and other activities, as well as the percentage variation from period to period:

 

 

 

As of December 31,

 

 

 

 

 

2016

 

2015

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Participation in earnings of associates

 

11,896

 

14,067

 

(15.4

)%

Financial income

 

14,540

 

14, 939

 

(2.7

)%

Financial expenses

 

(283,511

)

(259,038

)

9.4

%

Other gains (losses)

 

59,564

 

(124,455

)

(147.9

)%

Exchange differences

 

37,287

 

(116,743

)

(131.9

)%

Losses from indexation

 

(14,312

)

(22,009

)

(35.0

)%

Total losses from financial and other activities

 

(174,535

)

(493,239

)

(64.6

)%

 

Our consolidated losses from financial and other activities decreased for the twelve month period ended December 31, 2016 compared to the same period in 2015, in light of the following factors:

 

·      An increase in other gains (losses) of Ch$184,019 million, resulting in a gain of Ch$59,564 million for the twelve months ended December 31, 2016 compared to a loss of Ch$124,455 million in 2015, mainly due lower impairment of assets by Ch$114,132 million (in 2015 the Company performed a Ch$116,771 million impairment of the Supermarkets Brazil CGU), higher recovery of insurance claims by Ch$6,562 million, partially offset by lower gains from the sale of subsidiaries (in 2015 the Company registered a Ch$61,373 million gain from the sale of the 49% stake of the financial services business in Chile and in 2016 registered a Ch$56,810 million gain as a result of the sale of Cencosud’s 33.3% stake in Mall Viña del Mar S.A.).

 

·      A decrease in exchange differences of Ch$154,030 million, resulting in exchange gains of Ch$37,287 million for the twelve month period ended December 31, 2016 compared to exchange losses of Ch$116,743 million for the same period in 2015, as a result of a the depreciation of the USD against CLP and the decrease in the unhedged portion on the debt, that went from 30.5% in 2015 to 16.6% in 2016.

 

·      A decrease in losses from indexation of Ch$7,696 million as a result of a lower inflation rate in Chile (4.4% in 2015 compared to 2.7% in 2016), resulting in a loss of Ch14,312 million for the twelve months ended December 31, 2016, compared to a loss of Ch$22,009 million for the same period in 2015.

 

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These were offset by:

 

·      An increase in financial expenses of Ch$24,472 million, resulting in a financial expense of Ch$283,511 million for the twelve months ended December 31, 2016 compared to a financial expense of Ch$259,038 million for the same period in 2015 as a result of a higher negative effect from the mark to market of the hedged portion of the debt and higher financial expenses related to our bonds reflecting the devaluation of the CLP against the USD during the first quarter of the year, partially offset by lower financial expenses related to bank loans and higher interests on deposits.

 

·      A decrease in participation of earnings of associates of Ch$2,171 million, resulting in a profit of Ch$11,896 million for the twelve months ended December 31, 2016 compared to a profit of Ch$14,067 million for the same period in 2015 as a result of the sale of the 33.3% stake Cencosud held in Mall Viña del Mar S.A. partially offset by an increased results from the JV with Scotiabank in Chile.

 

Income tax charge

 

For the twelve month period ended December 31, 2016, we had an income tax expense of Ch$191,969 million, compared to an income tax expense of Ch$58,540 million for the same period in 2015, explained by a higher profit before income taxes, increased effective tax rates in the region and increased expenses from deferred income taxes as a result of; (i) higher expenses from deferred taxes in Argentina, amounting to Ch$54,257 million for the twelve months ended December 31, 2016 compared to Ch$9,729 million for the same period in 2015, related to the revaluation of investment properties; (ii) the suspension of the recognition of deferred tax assets due to tax losses in Brazil of Ch$15,114 million in 2016 compared to Ch$7,026 million in 2015; (iii) the recognition of a deferred tax of Ch$38,942 million related to the impairment of the Company’s Brazilian assets in 2015 and (iv) the establishment of a new legal precedent in Colombia that enabled the use of CREE tax(83) loss divestment to be used as deferred tax asset, resulting in a positive effect of  Ch$43,697 million in 2015. See the reconciliation of income tax expense using the statutory rate to income tax expense using the effective rate in note 26 of our financial statements.

 

Profit (loss) from continuing operations

 

As a result of the above factors, our net earnings from continuing operations increased Ch$226,430 million, or 140.3%, to Ch$387,797 million for the twelve months ended December 31, 2016 from Ch$161,368 million for the same period in 2015. Our net earnings, as a percentage of revenues from ordinary activities, increased to 3.8% for the twelve months ended December 31, 2016 from 1.5% for the same period in 2015.

 

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

 

The following table presents, for the periods indicated, certain items of our statement of profit and loss:

 

 

 

Year Ended December 31,

 

 

 

 

 

2015

 

2014

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Revenues from ordinary activities:

 

 

 

 

 

 

 

Supermarkets

 

8,045,566

 

8,159,237

 

(1.4

)%

Shopping Centers

 

248,026

 

214,850

 

15.4

%

Home improvement

 

1,469,246

 

1,225,616

 

19.9

%

Department stores

 

1,051,642

 

991,442

 

6.1

%

Financial services

 

165,820

 

117,679

 

40.9

%

Other

 

11,039

 

2,205

 

400.6

%

Total revenues from ordinary activities

 

10,991,338

 

10,711,029

 

2.6

%

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

Supermarkets

 

(6,014,367

)

(6,216,769

)

(3.3

)%

Shopping Centers

 

(33,984

)

(28,029

)

21.2

%

Home improvement

 

(962,485

)

(800,342

)

20.3

%

Department stores

 

(749,412

)

(741,279

)

1.1

%

Financial services

 

(49,276

)

(39,046

)

26.2

%

Other

 

(3,702

)

(1,967

)

88.2

%

Total cost of sales

 

(7,813,226

)

(7,827,432

)

(0.2

)%

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

Supermarkets

 

2,031,199

 

1,942,468

 

4.6

%

Shopping Centers

 

214,042

 

186,821

 

14.6

%

Home improvement

 

506,761

 

425,275

 

19.2

%

Department stores

 

302,229

 

250,163

 

20.8

%

Financial services

 

116,544

 

78,632

 

48.2

%

Other

 

7,337

 

238

 

2978.4

%

Total gross profit

 

3,178,112

 

2,883,597

 

10.2

%

 

 

 

 

 

 

 

 

Administrative expenses, distribution costs and other expenses

 

(2,675,486

)

(2,482,777

)

7.8

%

Other income

 

210,521

 

114,438

 

84.0

%

Share of profits of investments accounted for using the equity method

 

14,067

 

6,208

 

126.6

%

Financial income

 

14,939

 

6,709

 

122.7

%

Financial expenses

 

(259,038

)

(180,258

)

43.7

%

Other losses

 

(124,455

)

(6,515

)

1810.3

%

Exchange differences

 

(116,743

)

(24,411

)

378.2

%

Losses from indexation

 

(22,009

)

(39,576

)

(44.4

)%

Income (loss) before taxes

 

219,908

 

277,416

 

(20.7

)%

Income tax charge

 

(58,540

)

(125,932

)

(53.5

)%

Profit from continuing operations

 

161,368

 

151,485

 

6.5

%

Profit from discontinued operations

 

70,617

 

12,662

 

457.7

%

Net profit

 

231,985

 

164,146

 

41.3

%

Profit attributable to non-controlling shareholders

 

44

 

(748

)

N/A

 

Profit attributable to controlling shareholders

 

231,941

 

164,895

 

40.7

%

 


(83)  The CREE is a Colombian National tax which applies over profits and gains obtained by companies which are likely to enrich them. This tax replaced certain wage-based social contributions.

 

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Revenues from ordinary activities

 

Our consolidated revenues from ordinary activities increased Ch$280,308 million, or 2.6%, to Ch$10,991,338 million for the year ended December 31, 2015, from Ch$10,711,029 million for the same period in 2014, as a result of positive contributions from all business segments in Chilean peso terms, which were partially offset by the depreciation of local currencies (Brazilian real and Colombian peso) against the Chilean peso. The increase of Ch$243,630 million in the home improvement operation reflects the growth in same store sales (SSS) in Argentina. This increase was followed by a higher revenues at department stores, financial service and shopping centers. The aforementioned was partially offset by lower revenues from the supermarket business reflecting the impact of the depreciation of the Brazilian real and Colombian peso against the Chilean peso.

 

Supermarkets

 

Our consolidated revenue from ordinary activities from our supermarkets decreased Ch$113,671 million, or 1.4%, to Ch$8,045,566 million for the year ended December 31, 2015, from Ch$8,159,237 million for the same period in 2014, primarily due to (i) a revenue decrease of Ch$476,770 million, or 22.1%, in our Brazilian operations, resulting from a 21.9% depreciation of the BRL against the CLP and negative 6.3% in same stores sales, (ii) a decrease of Ch$158,811 million or 15.9% in revenues from our Colombian operations due to the depreciation of the COP against the CLP by 12.0%, partially offset by a positive same store sales of 1.4%. On the other hand, our Argentine operations posted a revenue increase of 18.8%, or Ch$341,167 million on the back of positive same store sales of 16.8% in local currency, (iv) an increase of Ch$149,909 million in our Chilean supermarket operations due to a 4.6% increase in same store sales, as well as the addition of seven new stores compared to the same period in 2014, and (v) opening of three stores and a 0.8% increase in same stores sales in Peru which increased revenues by Ch$30,834 million, or 3.7%.

 

Home improvement stores

 

Our consolidated revenue from ordinary activities from our home improvement stores increased Ch$243,630 million, or 19.9%, to Ch$1,469,246 million for the twelve months ended December 31, 2015, from Ch$1,225,616 million for the same period in 2014, primarily due to (i) an increase of Ch$217,995 million, or 31.5%, in our Argentine operations as a result of a 30.2% increase in same store sales (ii) an increase in revenues of Ch$29,329 million, or 6.3%, in Chile resulting from a 3.1% increase in same store sales and the addition of two new stores and (iii) a decrease in revenues from our Colombian operations of Ch$3,694 million, or 5.5%, due to the 12.0% devaluation of the COP against the CLP partially offset by the 4.2% same store sale increase, and the opening of one store during the period.

 

Department stores

 

Our consolidated revenue from ordinary activities from our department stores increased Ch$60,199 million, or 6.1%, to Ch$1,051,642 million for the twelve months ended December 31, 2015, from Ch$991,442 million for the same period in 2014, primarily due to (i) an increase of Ch$40,488 million, or 4.3%, in our Chilean operations as a result of a 3.3% increase in same store sales and (ii) an increase in revenues of Ch$19,711 million, or 50.2% in Peru resulting from a 13.7% increase in same store sales and an improvement in sales mix.

 

Shopping centers

 

Our consolidated revenue from ordinary activities from our shopping centers increased Ch$33,230 million, or 15.5%, to Ch$248,026 million for the twelve months ended December 31, 2015, from Ch$214,796 million for the same period in 2014, primarily due to (i) an increase in revenues from our Chilean operations of Ch$13,338 million, or 11.1%, as a result of the improved performance of our flagship development Costanera Center, higher contribution from our parking area and an increase in occupancy rate to 98.2%, ii) an increase in revenues from our Argentinean operations of Ch$19,545 million, or 29.4%, as a result of an increase in average pricing to reflect the increase of inflation in the country, (iii) an increase in revenues from our Peruvian operations of Ch$1,429 million or an increase of 8.2%, primarily due to an increase in occupancy rate from 90.2% to 95.2% and (iv) a decrease of Ch$1,082 million in revenues from our Colombian operations due mainly to the lower occupancy rate y/y, from 29.7% to 26.9% in 2015 in addition to the devaluation of the COP against CLP in the period.

 

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Financial services

 

Our consolidated revenue from ordinary activities from our financial services increased Ch$48,141 million, or 40.9%, to Ch$165,820 million for the twelve months ended December 31, 2015, from Ch$117,679 million for the same period in 2014, primarily due to (i) an increase in revenues from our Argentine operations of Ch$35,238 million, or 52.0%, as a result of an increase in the size of our loan portfolio (ii) an increase in revenues of Ch$6,187 million, or 14.5%, from our Peruvian operations as a result of portfolio expansion from the growth of our department store business partially, (iii) an increase of Ch$1,214 million, or 31.6%, in Brazil, due to a payment to run the credit card operation in Prezunic offset by a decrease in the size of our loan portfolio in the country, and (iv) a decrease in revenues from our Colombian operations of Ch$2,441 million, or 30.2% reflecting the devaluation of the COP against the CLP partially offset by the slight increase in the size of our loan portfolio.

 

Cost of sales

 

Our consolidated cost of sales decreased Ch$14, 206 million, or 0.2%, to Ch$7,813,226 million for the twelve months ended December 31, 2015 from Ch$7,827,432 million for the same period in 2014, reflecting primarily the efficiency plans and the review of commercial strategies, in addition to better commercial agreements with suppliers and lower shrinkage, offset by the increase in obsolescence provision of CLP 7,978 million and the rise in sales of 2.6%.

 

Supermarkets

 

Our consolidated cost of sales in our supermarkets decreased Ch$202,402 million, or 3.3%, to Ch$6,014,367 million for the twelve months ended December 31, 2015 from Ch$6,216,769 million for the same period in 2014, due to (i) a decrease in cost of sales in Brazil of Ch$416,508 million, or 24.0%, as a result of a 22.1% decrease in sales due mainly to the BRL devaluation against CLP, (ii) a Ch$134,443 million, or 16.7%, decrease in cost of sales in Colombia due to a 15.9% decrease in sales after the COP devaluation against CLP, (iii) an increase in cost of sales in Argentina of Ch$218,298 million or 17.4%, (iv) an increase of Ch$109,907 million, or 6.2%, in Chile due mainly to a Ch$2,059 million provision of obsolescence partially offset by the review on the commercial strategy and (v) an increase of Ch$20,345 million in Peru as a result of an increase of 3.7% in sales.

 

Home improvement stores

 

Our consolidated cost of sales in home improvement stores increased Ch$162,144 million, or 20.3%, to Ch$962,485 million for the twelve months ended December 31, 2015 from Ch$800,342 million for the same period in 2014, mainly due to (i) an increase in costs in Argentina of Ch$140,935 million or 33.5% in line with the increase in revenues and a Ch$3,318 million due to the change in the obsolescence provision and (ii) in Chile the increase in costs was Ch$22,992 million or 7.0% reflecting the increase in the provision of obsolescence of Ch$2,041 million to be more conservative. These effects were partially offset by a decrease in cost of sales in Colombia of Ch$1,783 million, or 3.6%, as a result of the expansion of our operations in the country and the provision of inventories obsolescence of Ch$560 million.

 

Department stores

 

Our consolidated cost of sales in our department stores increased Ch$8,133 million, or 1.1%, to Ch$749,412 million for the twelve months ended December 31, 2015 from Ch$741,279 million for the same period in 2014, due to (i) an increase of Ch$13,625 million, or 40.3%, in cost of sales in Peru as a result of the abovementioned expansion of the department store business in the country and (ii) a decrease in cost of sales in Chile of Ch$5,492 million, or 0.8%, as a result of lower promotional activity.

 

Shopping centers

 

Our consolidated cost of sales, primarily depreciation and expenses, from our shopping centers increased Ch$7,356 million, or 21.2%, to Ch$33.984 million for the twelve months ended December 31, 2015 from Ch$26,627 million for the same period in 2014, due to (i) an increase in Argentina of Ch$3,906 million, or 20.9%, as a result of increased revenues of 29.4% and an improvement in lease agreements with third parties, (ii) an increase of Ch$2,662 million in cost of sales for our Peruvian operations due to an increase in utility costs, and (iii) an increase in cost of sales in Chile of Ch$861 million or 11.8% in line with the increase in revenues of 11.1%. These effects were partially offset by a decrease in cost of sales in Colombia of Ch$72 million, or 19.3%, due in part to the decrease in revenues of 10.7% and better commercial condition with our tenors.

 

Financial services

 

Our consolidated cost of sales, primarily provisions for bad debts and collection and processing costs, from our financial services division increased 26.2%, or Ch$10,229 million, to Ch$49,276 million for the twelve months ended December 31, 2015 from Ch$39,046 million for the same period in 2014, due to an increase of Ch$12,315 million, or 75.8% in Argentina as a result of the growth of our loan portfolio offset by a decrease of Ch$1,359 million, or 6.0% in Peru reflecting the investment to increase the portfolio in the country.

 

Gross profit

 

Our consolidated gross profit increased 10.2%, or Ch$294,515 million, to Ch$3,178,112 million for the twelve months ended December 31, 2015 from Ch$2,883,597 million for the same period in 2014, primarily due to gross profit improvement in all five business units after the implementation of the focus on efficiency. The improvement in gross margin reflects better commercial conditions with suppliers, lower promotional activity and improved levels of shrinkage, offset by a Ch$7,978 million one off provision due to the change in obsolescence of inventories.

 

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Our consolidated gross profit as a percentage of revenues from ordinary activities increased 215 bps to 29.1% for the twelve months ended December 31, 2015 from 26.9% for the same period in 2014.

 

Supermarkets

 

Our consolidated gross profit in our supermarkets increased Ch$88,731 million, or 4.6%, to Ch$2,031,199 million for the twelve months ended December 31, 2015 from Ch$1,942,468 million for the same period in 2014, as a result of (i) an increase in gross profit of Ch$40,002 million, or 6.8%, in Chile as a result of lower shrinkage and savings from the centralization of processes (mat, bakery and prepared food) and better logistics, partially offset by Ch$2,059 million primarily due to the change in  obsolescence of inventories, (ii) an increase in gross profit of Ch$10,489 million, or 5.7%, in Peru as a result of the focus of the company in efficiency, and (iii) an increase of Ch$122,870 million, or 22.1%, in Argentina as a result of sales growth and lower promotional activity year on year partially offset by the effect of the devaluation of the BRL and Cop against the CLP. In Colombia gross profit decreased by Ch$24,368 million, or 12.6%, however, gross margin increased 74 bps, from 19.3%, to 20.0% in 2015 due to higher rebates and better commercial agreements with suppliers. In our Brazilian operations, gross margin decreased Ch$60,261 million, or 14.2%, however, gross margin increased 196 bps, from 19.5% to 21.5%, due mainly to lower shrinkage levels, a more competitive pricing strategy, lower logistical costs and better commercial conditions with suppliers.

 

Home improvement stores

 

Our consolidated gross profit in our home improvement stores increased Ch$81,486 million, or 19.2%, to Ch$506,761 million for the twelve months ended December 31, 2015 from Ch$425,275 million for the same period in 2014. The increase in gross margin reflects (i) an increase in gross profit from ordinary activities in Argentina of Ch$77,060 million from Ch$272,265 million in 2014, to Ch$349,324 million in 2015, as a result of better commercial conditions with suppliers and an improvement in inventory management, which allowed us to reduce the amount of obsolete inventory partially offset by a provision of Ch$3,318 million of obsolescence and (ii) an increase in gross profit from ordinary activities in Chile of Ch$6,338 million from Ch$135,932 million in 2014 to Ch$142,270 million in 2015, as a result of a one off provision due to the change in the provision of obsolescence of inventories of Ch$2,041 million and higher sales and lower logistical expenses. These effects were partially offset by the Ch$1,911 million decrease in gross profit from our Colombian business due to the devaluation of the COP against the CLP, a Ch$560 million of the change in the obsolescence provision and a high comparison basis in 2014 that implied the incorporation of upfront payments from suppliers because of the store openings during 2014.

 

Department stores

 

Our consolidated gross profit in our department stores increased Ch$52,066 million, or 20.8%, to Ch$302,229 million for the twelve months ended December 31, 2015 from Ch$250,163 million for the same period in 2014, reflecting the improvement in both Chile and Peru. In Chile we posted an increase in gross profit of Ch$45,981 million, or 18.8%, during the twelve months ended December 31, 2015 compared to the same period in 2014 driven by a change in pricing strategy at Johnson and quality improvement in the sales mix in Chile as well as lower promotional activity versus 2014. In Peru, gross profit increased Ch$6,086 million, or 112.4%, as a result of the increase in size of the operation.

 

Shopping centers

 

Our consolidated gross profit in our shopping centers increased Ch$27,221 million, or 14.6%, to Ch$214,042 million for the twelve months ended December 31, 2015 from Ch$186,821 million for the same period in 2014, as a result of (i) an increase in gross profit in Chile of Ch$12,477 million, or 11.0%, related to the higher occupancy rates, better performance of Costanera Center and higher contribution from our parking business and (ii) an increase in gross profit in Argentina of Ch$15,639 million, or 32.6%, as a result higher annual settlement of contracts to reflect the increase in inflation and also higher allocation of common expenses to third parties based on the higher inflation level.  This was partially offset by (i) a decrease in gross margin contribution in Colombia of Ch$1,011 million, or 10.4%, mainly due to the devaluation of the COP against the CLP in the period and (ii) a decline in gross profit in Peru of Ch$1,233 million, or 7.2%, as a result of higher utility costs long with greater depreciation expenses.

 

Financial services

 

Our consolidated gross profit in our financial services segment increased Ch$37,912 million, or 48.2%, to Ch$116,744 million for the twelve months ended December 31, 2015 from Ch$78,632 million for the same period in 2014, as a result of (i) a larger loan portfolio and improved risk management activities at our Argentine operations, which increased gross profit in Argentina by Ch$22,923 million, or 44.5%, (ii) growth of our loan portfolio in Peru as a result of the development of our department store business, which fueled portfolio growth by financing in-store purchases, increasing gross profit by Ch$7,546 million or 37.2% and (iii) the expansion of our Brazilian operations by Ch$1,214 million, or 31.6%.

 

Administrative expenses, distribution costs and other expenses

 

Our consolidated administrative expenses, distribution costs and other expenses increased Ch$192,709 million, or 7.8%, to Ch$2,675,486 million for the twelve months ended December 31, 2015 from Ch$2,482,777 million for the same period in 2014. This increase reflects the 2.6% increase in revenue from ordinary activities, and the impact of the reduction in headcount to improve efficiency across all businesses.

 

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Other income by function

 

Our consolidated other income by function increased by Ch$96,083 million, or 84.0%, to Ch$210,521 million for the twelve months ended December 31, 2015 from Ch$114,438 million for the same period in 2014, as a result of an increase in the fair value of properties in the period reflecting the increase in inflation from our Argentine operation, higher contribution from our parking area, and in Chile a lower discount rate used in the twelve month period ended December 31, 2015 compared to the same period in 2014.

 

Results from financial and other activities

 

The following table presents, for the periods indicated, a breakdown of our consolidated results from financial, tax and other activities, as well as the percentage variation from period to period:

 

 

 

As of December 31,

 

 

 

 

 

2015

 

2014

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Participation in earnings of associates

 

14,067

 

6,208

 

126.6

%

Financial income

 

14,939

 

6,709

 

122.7

%

Financial expenses

 

(259,038

)

(180,258

)

43.7

%

Other gains (losses)

 

(124,455

)

(6,515

)

1,810.3

%

Exchange differences

 

(116,743

)

(24,411

)

378.2

%

Losses from indexation

 

(22,009

)

(39,576

)

(44.4

)%

Total losses from financial and other activities

 

(493,239

)

(237,843

)

107.4

%

 

Our consolidated losses from financial and other activities increased for the twelve month period ended December 31, 2015 compared to the same period in 2014, in light of the following factors:

 

·      An increase in exchange differences of Ch$92,332 million, resulting in an exchange loss of Ch$116,743 million for the twelve month period ended December 31, 2015 compared to exchange losses of Ch$24,411 million for the same period in 2014, as a result of a the CLP depreciation against the USD and the increase in the unhedged portion on the debt, that went from 11% in 2014 to 32% in 2015.

 

·      An increase in financial expenses of Ch$78,781 million, resulting in a financial expense of Ch$259,038 million for the twelve months ended December 31, 2015 compared to a financial expense of Ch$180,258 million for the same period in 2014 as a result of higher variable interest rates and the mark to market of the hedge portion; and

 

·      An increase in other gains (losses) of Ch$117,940 million, resulting mainly from the impairment of the Brazilian assets.

 

These were offset by:

 

·      A decrease in losses from indexation of Ch$17,567 million as a result of a lower inflation rate in Chile, resulting in a loss of Ch$22,009 million for the twelve months ended December 31, 2015, compared to a loss of Ch$39,576 million for the same period in 2014.

 

Income tax charge

 

For the twelve month period ended December 31, 2015, we had an income tax expense of Ch$58,540 million, compared to an income tax expense of Ch$125,932 million for the same period in 2014. This decrease of Ch$67,392 million was primarily due to the establishment of a new legal precedent in Colombia that enabled the use of CREE tax(84) loss divestment to be used as deferred tax asset, resulting in a positive effect in 2015 of  Ch$43,697 million. In 2014, the effective income tax rate was impacted by the Chilean tax reform (Ch$23,212 million), the net taxable impact of price level restatement in Chile for (Ch$ 25,080 million), offset by the amortization of deductible expenses of fiscal goodwill in Colombia for Ch$39,609 million related to the Carrefour acquisition.

 

On September 29, 2014, Chile enacted the Tax Reform Act. The Tax Reform Act introduced changes to the corporate tax rate, mandating a gradual increase of the rate from 20% to 25% or 27% in certain cases, the rules regarding minimum capitalization, and the taxation of Chilean investments abroad (the controlled-foreign-corporation rules), among others. The new rules are set to come into effect gradually, with the implementation process having commenced on October 1, 2014 and set to be completed by January 1, 2018. See the reconciliation of income tax expense using the statutory rate to income tax expense using the effective rate in note 26 of our financial statements.

 


(84)  The CREE is a Colombian National tax which applies over profits and gains obtained by companies which are likely to enrich them. This tax replaced certain wage-based social contributions.

 

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Profit (loss) from continuing operations

 

As a result of the above factors, our profit from continuing operations increased Ch$9,883 million, or 6.5%, to Ch$161,368 million for the twelve months ended December 31, 2015 from Ch$151,485 million for the same period in 2014. Our net earnings, as a percentage of revenues from ordinary activities, increased to 1.5% for the twelve months ended December 31, 2015 from 1.4% for the same period in 2014.

 

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 for Discontinued Operations

 

In 2016 the Company did not register results related to discontinued operations as the Joint Venture was completed in May 1, 2015, and results from financial services Chile started to be accounted under the equity method of accounting, given our 49% ownership.

 

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 for Discontinued Operations

 

The following table presents, for the periods indicated, certain items of the statement of income for our discontinued operations:

 

 

 

Year Ended
 December 31,

 

 

 

 

 

2015

 

2014

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Revenues from discontinued operations:

 

 

 

 

 

 

 

Total revenues

 

(60,760

)

201,826

 

(69.9

)%

Cost of sales from discontinued operations:

 

 

 

 

 

 

 

Total cost of sales

 

20,400

 

(55,799

)

(63.4

)%

Gross profit from discontinued operations:

 

 

 

 

 

 

 

Total gross profit

 

40,360

 

146,027

 

(72.4

)%

 

 

 

 

 

 

 

 

Administrative expenses, distribution costs and other expenses

 

(17,371

)

(69,130

)

(74.9

)%

Other revenues by function

 

436

 

191

 

129.0

%

Financial expenses (net)

 

(14,223

)

(38,693

)

(63.2

)%

Other earnings

 

61,376

 

35

 

173573.7

%

Exchange differences

 

2,761

 

(19,199

)

N/A

 

Losses from indexation

 

(38

)

(4,970

)

(99.2

)%

Income (loss) before taxes

 

73,301

 

14,261

 

414.0

%

Income tax charge

 

(2,684

)

(1,599

)

67.8

%

Profit from Discontinued Operations

 

70,617

 

12,662

 

457.7

%

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

25

 

4

 

457.7

%

Diluted earnings (loss) per share

 

25

 

4

 

450.8

%

 

Revenues from discontinued operations

 

Discontinued operations

 

Our consolidated revenue from discontinued operations decreased Ch$141,066 million, or 69.9%, to Ch$60,760 million for the twelve months ended December 31, 2015, from Ch$201,826 million for the same period in 2014, primarily due to the Joint Venture Framework Agreement with Scotiabank in May 1, 2015. As a result of that, the companies CAT Administradora de Tarjetas S.A., Operadora de Procesos S.A., Servicios Integrales S.A, y CAT Corredores de Seguros y Servicios S.A. were deconsolidated as of that date (Please refer to Note 34 that further explains this transaction and accounting treatment for the investment on these associated entities).

 

Cost of sales

 

Discontinued operations

 

Our consolidated cost of sales from discontinued operations, primarily provisions for bad debts and collection and processing costs, decreased 63.4%, or Ch$35,399 million, to Ch$20,400 million for the twelve months ended December 31, 2015 from Ch$55,799 million for the same period in 2014, due to the effects of the Joint Venture Framework Agreement with Scotiabank, which was effectuated in May 2015.

 

Gross profit

 

Discontinued operations

 

Our consolidated gross profit from discontinued operations decreased Ch$105,667 million, or 72.4%, to Ch$40,360 million for the twelve months ended December 31, 2015 from Ch$146,027 million for the same period in 2014 as a result of the Joint Venture Framework Agreement with Scotiabank on May 2015.

 

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Administrative expenses, distribution costs and other expenses

 

Our consolidated administrative expenses, distribution costs and other expenses from discontinued operations decreased Ch$51,759 million, or 74.9%, to Ch$17,371 million for the twelve months ended December 31, 2015 from Ch$69,130 million for the same period in 2014. This decrease was due to the effects of the Joint Venture Framework Agreement with Scotiabank on in May 2015.

 

Results from financial and other activities

 

The following table presents, for the periods indicated, a breakdown of our consolidated results from financial, tax and other activities from discontinued operations, as well as the percentage variation from period to period:

 

 

 

As of December 31,

 

 

 

 

 

2015

 

2014

 

% Change

 

 

 

(in millions of Ch$)

 

 

 

Other revenues by function

 

436

 

191

 

129.0

%

Financial expenses (net)

 

(14,223

)

(38,693

)

(63.2

)%

Other earnings

 

61,376

 

35

 

173573.7

%

Exchange differences

 

2,761

 

(19,199

)

(114.4

)%

Losses from indexation

 

(38

)

(4,970

)

(99.2

)%

Total losses from financial and other activities

 

50,312

 

(62,636

)

N/A

 

 

Our consolidated income from financial and other activities from discontinued operations increased for the twelve month period ended December 31, 2015 compared to a loss from financial activities in 2014, in light of the following factors:

 

·                                          A decrease in financial expenses of Ch$24,470 million, resulting in a financial expense of Ch$14,223 million for the twelve months ended December 31, 2015, compared to a financial expense of Ch$38,693 million for the same period of 2014 as a result of the effects of the Joint Venture Framework Agreement with Scotiabank on in May 2015;

 

·                                          An decrease in exchange rate differences led to losses of Ch$21,960 million, resulting in an income of Ch$2,761 million for the twelve months ended on December 31, 2015 compared to a loss of Ch$19,199 million for the same period in 2014 as a result of the effects of the Joint Venture Framework Agreement with Scotiabank on in May 2015.

 

·                                          A decrease in losses from indexation of Ch$4,932 million as a result of the effects of the Joint Venture Framework Agreement with Scotiabank on May 2015, resulting in a loss of Ch$38 million for the twelve months ended on December 31, 2015, compared to a loss of Ch$4,970 million for the same period of 2014.

 

·                                          An increase in other gains (losses) of Ch$61,341 million, from Ch$35 million for the twelve months ended December 31, 2014 to Ch$61,376 million in the same period of 2015 due to gains from the sale of the 51% stake in the credit card financial business in Chile. The generated profit includes Ch$30,144 million corresponding to the benefit related to the measurement at fair value of non-controlling interest in subsidiaries held after the sale.

 

Income tax charge

 

For the twelve months ended December 31, 2015, we had an income tax expense of Ch$2,684 million, compared to an income tax expense of Ch$1,599 million for the same period in 2014. This increase of Ch$1,084 million was a consequence of the net income tax in 2015 after the sale of the 51% stake in the Chilean credit card operation. See the reconciliation of income tax expense using the statutory rate to income tax expense using the effective rate in note 26 of our financial statements.

 

Profit (loss) from discontinued operations

 

As a result of the above factors, our net earnings from discontinued operations increased Ch$57,955 million, or 457.7%, to Ch$70,617 million for the twelve months ended December 31, 2015 from Ch$12,662 million for the same period in 2014. Our net earnings, as a percentage of revenues from ordinary activities, increased to 116.2% for the twelve months ended December 31, 2015 from 6.3% for the same period in 2014.

 

B. LIQUIDITY AND CAPITAL RESOURCES

 

General

 

Our principal sources of liquidity have historically been:

 

·                                          cash generated by operations;

·                                          short-term credit extended by suppliers;

·                                          cash from borrowings and financing arrangements; and

·                                          financing provided to us by sellers of businesses we have acquired.

 

Our principal cash requirements or uses (other than in connection with our operating activities) have historically been:

 

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·                                          acquisition of, or investments in, companies engaged in the retail business; and

·                                          capital expenditures for property, plant and equipment.

 

At December 31, 2016 we had a positive working capital of Ch$106,422 million.

 

At December 31, 2015 we had a positive working capital of Ch$75,680 million.

 

At December 31, 2014 we had a negative working capital of Ch$712,928 million.

 

On April 1, 2014, we refinanced liabilities in a collective amount of approximately U.S.$770 million to reduce liquidity. This debt roll-over operation had the support of 10 regional Banks: BBVA, Banco de Bogotá, Bradesco, Banco del Estado de Chile, HSBC, Mizuho Bank, Banco Popular de Colombia, Rabobank, Santander and Sumitomo Mitsui Banking Corporation, in addition to other competitive offers. Proceeds were used to refinance liabilities in Chile, Brazil, Peru and Colombia with new terms ranging from three to six years, as follows: U.S.$270 million in Chile, U.S.$60 million in Peru, U.S.$144 million in Brazil and U.S.$179 million in Colombia. As a result of this refinancing, the average maturity of our outstanding debt was extended while its terms and conditions remained unchanged. This refinancing is in line with the company’s financial strategy, seeking to extend payment terms for its debt, shifting focus to the operation and ultimately deleverage the company.

 

On June 20, 2014, BNS and Scotiabank Chile S.A. (together “Scotiabank”) and the Company together with its subsidiaries, Cencosud Retail S.A. and Easy S.A., executed the Joint Venture Framework Agreement whereby, subject to certain conditions and governmental approvals, Scotiabank purchased 51% of the shares in the Subject Companies for the amount of U.S.$280 million and also provided financing for 100% of CAT’s financial services portfolio in Chile, which currently amounts to approximately U.S.$765 billion. The Joint Venture Framework Agreement contemplated that the parties would develop, on a joint basis, the retail finance business in Chile. The Joint Venture Framework Agreement provided that the Business would be operated through (i) CAT, a subsidiary of Cencosud that is in the business of issuing credit cards, and (ii) Cencosud Administradora de Procesos S.A., Cencosud Servicios Integrales S.A., and Cencosud Corredores de Seguros y Servicios Ltda., or other companies to be established by Cencosud for purposes of the Joint Venture Framework Agreement, to assist in developing the Business, including information processing and collection activities related thereto. This transaction received regulatory approval for the full implementation of the joint venture framework agreement on April 13, 2015 and was implemented in May 1, 2015, allowing the Company to reduce the use of funds devoted to fund the increase in the portfolio in Chile.

 

On September 4, 2014, the holders of the Series E and F bonds issued by the Company registered in the Securities Registry of the Superintendencia de Valores y Seguros (Superintendency of Securities and Insurance) as “Issuance No. 530”, approved the amendment of the indenture for the Series E and F bonds. The amendments allowed the Company to reduce its equity participation in CAT to as low as 45%. The aforementioned amendments were intended to prevent a default under the indenture for the Series E and F bonds in connection with the consummation of the transactions contemplated in the Joint Venture Framework Agreement.

 

On October 17, 2014, the Company announced that it was calling its Series A, C and D bonds issued under the number 443 (“Issuance No. 443”) of the securities registry for early redemption, and communicated the same to the Superintendencia de Valores y Seguros. As specified in the announcement, the Issuance No. 443 bonds were scheduled to be redeemed on November 19, 2014. Issuance No. 443 bonds totaled an aggregate amount of UF 10,000,000. Payment for the bonds was to be made in Chilean pesos according to the value of the UF on the redemption date. The Company had previously sought, but failed to obtain, the consent of its Issuance No. 443 bondholders for amendments to the related Bond Issuance Line of Debt Title on September 4, 2014 that would have allowed it to reduce its equity participation in CAT to as low as 45% of said equity, which was necessary for the Company to consummate the transactions contemplated in the Joint Venture Framework Agreement. The redemption of the Issuance No. 443 bonds paved the way for the full implementation of the Joint Venture Framework Agreement.

 

On November 13, 2014, the Company entered into the bridge loan agreement for a total amount of U.S.$400 million with BNS and HSBC Bank USA, N.A. A total amount of U.S.$400 million was drawn on November 17, 2014 under the bridge loan, which was used by the Company to prepay all the Issuance No. 443 bonds. Such prepayment took place and was completed on November 19, 2014. The redemption of the Issuance No. 443 bonds paved the way, pending regulatory approval, for the full implementation of the Joint Venture Framework Agreement.

 

On February 12, 2015, the Company successfully accessed the international debt capital markets and issued U.S.$1,000 million of debt securities in a two-tranche offering in an effort to refinance liabilities including the repayment of the aforementioned bridge loan facility with BNS and HSBC Bank USA, N.A. The balance of the proceeds was used to refinance certain outstanding liabilities. This refinancing is expected to allow the Company to proceed with its organic expansion program released on January 30, 2014 for years 2015 through 2018.

 

On November 30, 2016, the Company issued two bond series in the Chilean local market: Series P Bonds and Series R Bonds. The Series P Bonds, in the amount of 5,000,000 UF have a maturity date of November 7, 2022, a nominal rate of 4.70% per year and a fiscal interest rate of 5.34%. The Series R Bonds, in the amount of 5,000,000 Unidades de Fomento have a maturity date of November 7, 2041, a nominal rate of 2.70% per year and a fiscal interest rate of 3.39%. The Series P and Series R bonds were issued in accordance with the tax regime established by Article 104 of the Income Tax Law contained in Decree Law No. 824 of 1974, as amended. The local bond issuance aimed to refinance higher interest rate debt and lower annual financial expenses.

 

We believe that our cash from operations, current financing initiatives and cash and cash equivalents are sufficient to satisfy our capital expenditures and debt service obligations in 2017. We anticipate financing any future capital expenditures for property, plant and equipment with cash from operations and additional indebtedness.

 

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Leverage

 

The Group’s objective regarding capital management is to safeguard the capacity to continue ensuring appropriate returns for the shareholders and benefits for other stakeholders, and maintaining an optimum capital structure while reducing capital costs.

 

In line with the industry, we monitor our capital using a leverage ratio calculation. This ratio is calculated by dividing net financial debt by total equity.

 

In accordance with the above, we combine different financing sources, such as: capital increases, operating cash flows, bank loans and bonds.

 

Management’s strategy for indebtedness is to hold the majority of our debt in local currencies, with a target ratio of debt denominated in foreign currency of 10% to 15% of our total financial liabilities.

 

In case of increased liquidity needs, the Company may obtain funding primarily through short-term bank borrowings, overdraft lines of credit and by reducing our cash outflows, primarily by reducing or suspending advance payments to suppliers. The Company’s liquidity internal policies are disclosed in Note 3.2.1.7. Liquidity risk.

 

Management of debt and liquidity takes into account the contractual financial covenants, maintaining a safety margin in order to avoid breaching these parameters.

 

Seasonality

 

Historically, we have experienced distinct seasonal patterns to our liquidity needs, which are highest in the first and second quarters of our fiscal year. Liquidity needs are higher in the first quarter primarily because payment becomes due for goods purchased in the previous quarter for the Christmas and New Year holidays. We also experience greater liquidity needs in the second quarter, as dividends and taxes are paid during this period.

 

During the periods when we have increased liquidity needs, we obtain funding primarily through short-term bank borrowings, overdraft lines of credit and by reducing our cash outflows, primarily by reducing or suspending advance payments to suppliers.

 

Indebtedness

 

At December 31, 2016, financial liabilities reached Ch$3,324,347 million, a 1.3% increase when compared to Ch$3,280,211 million at December 31, 2015. As of December 31, 2016 our net financial debt was Ch$2,492,776 million, up from Ch$2,300,048 million as of December 31, 2015.

 

We define net financial debt as total financial liabilities (a) less (i) total cash and cash equivalents, (ii) total other financial assets, current and non¬current, and (iii) other financial liabilities, current and non¬current, from Banco Paris and Banco Peru, (b) plus (i) cash and cash equivalents from Banco Paris and Banco Peru and (ii) total other financial assets, current and non¬current, from Banco Paris and Banco Peru. Total financial liabilities is defined as Other financial liabilities, current, plus Other financial liabilities, non¬current.

 

The IFRS financial measure most directly comparable to net financial debt is total financial liabilities, current and non¬current, as reported in the notes to the Company’s consolidated financial statements.

 

We believe that the presentation of net financial debt provides useful information to investors because our management reviews net financial debt as part of its management of our overall liquidity, financial flexibility, capital structure, covenants and leverage. Furthermore, certain debt rating agencies, creditors and credit analysts monitor our net financial debt as part of their assessments of our business.

 

We typically need a considerable portion of our cash and cash equivalents as well as other financial assets at any given time for purposes other than debt reduction. The deduction of these items from total debt in the calculation of net debt therefore should not be understood to mean that these items are available exclusively for debt reduction at any given time.

 

For a quantitative reconciliation of total financial liabilities to net financial debt, see below.

 

 

 

As of

 

 

 

December 31, 2016

 

December 31, 2015

 

 

 

ThCh$

 

ThCh$

 

Reconciliation of Total Financial Liabilities to Net Financial Debt

 

 

 

 

 

 

 

 

 

 

 

Total Financial Liabilities

 

3,324,347

 

3,280,211

 

Less: Total cash and cash equivalents

 

275,219

 

268,275

 

Less: Total other financial assets, current and non-current

 

507,349

 

676,383

 

Less: Total other financial liabilities from Banco Paris and Banco Peru, current and non-current

 

110,011

 

125,904

 

Plus: Cash and cash equivalents from Banco Paris and Banco Peru

 

32,373

 

18,985

 

Plus: Total other financial assets from Banco Paris and Banco Peru, current and non-current

 

28,634

 

71,415

 

 

 

 

 

 

 

Net Financial Debt

 

2,492,776

 

2,300,048

 

 

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Our total financial debt includes both fixed-rate and variable-rate debt. Taking into account the effects of cross currency swaps, excluding Banco Paris indebtedness, at December 31, 2016, approximately 23.6% of our debt was variable-rate, and the remainder was fixed-rate. At December 31, 2016, approximately 16.6% of our debt was denominated in U.S. dollars, approximately 18.5% in UF, approximately 58.0% in Chilean pesos, approximately 3.6% in Argentine pesos, approximately 0.8% in Peruvian nuevos soles, approximately 2.4% in Brazilian reais and approximately 0.04% in Colombian Pesos. As part of our financial management policies, from time to time we enter into swaps and other derivative transactions to hedge our interest rate and exchange rate risk. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.” Our strategy is to hold the majority of our debt in local currencies, with a target ratio of debt denominated in foreign currency of 10% to 15% of our total debt.

 

Credit facilities (Banks loans and bonds)

 

At December 31, 2016, our principal bank credit facilities and bonds (including interest) consisted of the following:

 

 

 

As of December 31, 2016

 

 

 

Currency

 

Amount

 

Maturity

 

Amount

 

 

 

 

 

Outstanding

 

Date

 

Outstanding

 

 

 

 

 

(in U.S.$)

 

 

 

(in Ch$ Th)

 

Banks:

 

 

 

 

 

 

 

 

 

Chile

 

 

 

 

 

 

 

 

 

BBVA CHILE

 

CLP

 

1,978,013

 

N/A *

 

1,324,220

 

SCOTIABANK

 

USD

 

33,517,048

 

23-10-2017

 

22,438,658

 

RABOBANK

 

USD

 

30,286,469

 

04-10-2018

 

20,275,882

 

MIZUHO BANK

 

USD

 

41,960,525

 

27-03-2019

 

28,091,313

 

SANTANDER CHILE

 

CLP

 

75,792,313

 

29-03-2019

 

50,740,680

 

SUMITOMO

 

USD

 

50,323,473

 

01-04-2019

 

33,690,055

 

BANCO ESTADO

 

CLP

 

59,322,276

 

28-06-2019

 

39,714,484

 

RABOBANK

 

USD

 

50,383,209

 

26-03-2020

 

33,730,047

 

BBVA CHILE

 

CLP

 

52,960,612

 

02-02-2021

 

35,455,541

 

Total Chile

 

 

 

396,523,938

 

 

 

265,460,881

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

 

 

HSBC BRASIL

 

BRL

 

14,315,872

 

N/A *

 

9,584,047

 

BANCO ITAU

 

USD

 

24,453,943

 

09-01-2017

 

16,371,181

 

HSBC BRASIL

 

USD

 

13,094,527

 

04-04-2017

 

8,766,393

 

BANK OF AMERICA

 

USD

 

60,043,895

 

21-12-2017

 

40,197,586

 

BANCO NORDESTE

 

BRL

 

997,842

 

16-12-2018

 

668,025

 

SANTANDER BR

 

BRL

 

217,133

 

16-12-2019

 

145,364

 

SANTANDER BR

 

BRL

 

64,007

 

16-12-2019

 

42,851

 

Total Brazil

 

 

 

113,187,219

 

 

 

75,775,448

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

 

 

 

 

 

 

 

 

MACRO

 

ARS

 

6,308,717

 

N/A *

 

4,223,497

 

BANCO GALICIA

 

ARS

 

6,309,657

 

N/A *

 

4,224,126

 

BBVA FRANCES

 

ARS

 

8,147,431

 

N/A *

 

5,454,461

 

BANCO CIUDAD AR

 

ARS

 

10,837,282

 

N/A *

 

7,255,235

 

BANCO ITAU AR

 

ARS

 

15,146,623

 

N/A *

 

10,140,210

 

BANCO GALICIA

 

ARS

 

50,551,813

 

N/A *

 

33,842,922

 

Total Argentina

 

 

 

97,301,523

 

 

 

65,140,451

 

 

 

 

 

 

 

 

 

 

 

Bonds:

 

 

 

 

 

 

 

 

 

Incabond 2

 

PEN

 

39,891,298

 

12-08-2017

 

26,706,027

 

Incabond 1

 

PEN

 

84,395,658

 

05-05-2018

 

56,500,361

 

Bcenc-E

 

CLF

 

79,010,319

 

07-05-2018

 

52,895,038

 

Regs/144a 2021

 

USD

 

768,447,917

 

20-01-2021

 

514,452,827

 

Bcenc-P

 

CLF

 

78,106,187

 

07-11-2022

 

52,289,749

 

Regs/144a 2023

 

USD

 

1,226,162,500

 

20-01-2023

 

820,879,009

 

Regs/144a 2025

 

USD

 

662,925,069

 

12-02-2025

 

443,808,446

 

Jumbo B

 

CLF

 

73,838,516

 

01-09-2026

 

49,432,671

 

Bcenc-F

 

CLF

 

177,903,470

 

07-05-2028

 

119,101,036

 

Bcenc-J

 

CLF

 

119,300,924

 

15-10-2029

 

79,868,390

 

Bcenc-N

 

CLF

 

177,605,938

 

28-05-2030

 

118,901,847

 

Bcenc-O

 

CLP

 

81,010,847

 

01-06-2031

 

54,234,332

 

Bcenc-R

 

CLF

 

197,293,590

 

07-11-2041

 

132,082,140

 

Regs/144a 2045

 

USD

 

358,952,951

 

12-02-2045

 

240,308,232

 

Total Bonds

 

 

 

4,124,845,184

 

 

 

2,761,460,105

 

 

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*      Non-committed overdraft credit facilities with no set maturity.

 

In addition, at December 31, 2016, we had Ch$21,971 million in financial leasings, and Ch$47,142 million in escrow in Argentina.

 

At December 31, 2016 we had over Ch$612,235 million in uncommitted lines of credit with the regional banks that we work with. We deal with a wide diversity of banks around the world. We believe, if necessary, we can reopen our existing international bonds or issue one or more new series of bonds as appropriate, or can obtain commercial paper in the Chilean market.

 

Our loan agreements and outstanding bonds contain a number of covenants requiring us to comply with certain financial ratios and other tests. The most restrictive financial covenants under these loan agreements and bonds require us to maintain:

 

·             a ratio of consolidated Net Financial Debt to consolidated net worth not exceeding 1.2 to 1;

·             a ratio of consolidated Net Financial Debt to EBITDA (as defined in the relevant credit agreements) for the most recent four consecutive fiscal quarters for such period of less than 5.25 to 1;

·             unencumbered assets in an amount equal to at least 120% of the outstanding principal amount of total liabilities;

·             minimum consolidated assets of at least UF 50.5 million; and

·             minimum consolidated net worth of at least UF 28.0 million.

 

As of the date of this annual report, we are in compliance with all of our loan and debt instruments.

 

Leases

 

We have significant operating lease obligations. At December 31, 2016, 53.4% of our total selling space was located on leased properties. Our store leases typically have a term ranging from 10 to 32 years and provide for both monthly fixed and variable lease payments. Our shopping center leases typically have terms of more than 30 years and provide for fixed monthly rent payments.

 

Acquisitions

 

No acquisitions were completed during the 2014-2016 fiscal period.

 

Analysis of cash flows

 

The following table summarizes our generation and use of cash for the periods presented for continuing operations.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Net cash from operating activities

 

404,067

 

636,151

 

389,483

 

Net cash used in investing activities

 

(81,100

)

31,046

 

(233,396

)

Net cash (used in) from financing activities

 

(307,014

)

(638, 609

)

(112,378

)

 

Cash flows for year ended December 31, 2016 compared to year ended December 31, 2015 for continuing operations.

 

Taking into account our cash flows from operations, cash flows from financing activities and cash used in investing activities, we had a net cash inflow of Ch$15,953 million for the year ended December 31, 2016 compared to a net cash inflow of Ch$28,588 million for the year ended December 31, 2015.

 

Operating activities. Our net cash flows from operations decreased to Ch$404,067 million for the year ended December 31, 2016 from Ch$636,151 million for the year ended December 31, 2015. This decrease was primarily due to a lower cash flow from financial services due to the sale of a Ch$179,458 million loan portfolio performed in 2015, partially offset by loan portfolio growth in Argentina of Ch$71,000 million. In addition, lower cash flow from operations was also due to lower cash flow from Supermarkets, mainly in Chile, Brazil and Peru, due to a reduction in the average period of payables to suppliers and lower EBIT generation, resulting from by the depreciation of the Real and Nuevo Sol against the Chilean peso.

 

Investing activities. Net cash flow from investing activities amounted to Ch$(81,100) million for the year ended in December 31, 2016 compared to Ch$31,046 million for the year ended December 31, 2015. The decrease reflects lower cash inflow related to the sale of non-core assets. In 2015 the Company registered a Ch$460,670 million cash inflow in the Financial Services division, related to the sale of the Company’s stake in CAT (51%). In 2016, the Company registered a cash inflow of Ch$110,574 million related to the sale of the minority stake in Inmobiliaria Viña del Mar.

 

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Financing activities. Net cash flows from financing activities amounted to Ch$(307,014) million for the year ended December 31, 2016 compared to Ch$(638,609) million for the year ended December 31, 2015. The variation is the result of lower cash inflows related to the issuance of new debt in 2016 when compared to 2015, combined with lower cash outflows for the payment of bank loans and bonds. On November 30, 2016, the Company issued two bond series in the Chilean local market equivalent of US$275 million, or Ch$183,568 million compared to the US$1,000 million international bond issuance in February 2015. In addition, in 2015 Cencosud registered higher cash outflows related to the amortization of bank loans, bonds and interests. Finally, in 2016 the Company recorded extraordinary and definitive dividends for Ch$227,398 million compared to Ch$80,899 million in 2015.

 

Cash flows for year ended December 31, 2015 compared to year ended December 31, 2014 for continuing operations.

 

Taking into account our cash flows from operations, cash flows from financing activities and cash used in investing activities, we had a net cash inflow of Ch$28,588 million for the year ended December 31, 2015 compared to a net cash inflow of Ch$43,709 million for the year ended December 31, 2014.

 

Operating activities. Our net cash flows from operations increased to Ch$636,151 million for the year ended December 31, 2015 from Ch$389,483 million for the year ended December 31, 2014. This increase was produced mainly due to improved cash flows from operating activities from all business divisions with the exception of Home Improvement. Increased cash flows from Supermarkets was driven by Chile, Brazil and Colombia, partially offset by Argentina and Peru. Improved cash flows from Financial Services was mainly due to the recognition of the sale of the loan portfolio to Scotiabank. Increased cash flows from Department Stores was mainly due to greater EBIT generation driven by lower promotional activity in Chile and greater scale and maturity of the stores in the case of Peru. On the other hand, cash flows from operations from Home Improvement were affected by severance payments as a result of the headcount reduction, lower EBIT generation due to lower consumption in the months previous to the presidential elections and the depreciation of the Argentine peso against the Chilean peso in December 2015.

 

Investing activities. Net cash flow from investing activities amounted to Ch$31,046 million for the year ended in December 31, 2015 compared to Ch$(233,396) million for the year ended December 31, 2014. This change was mainly due to Financial Services, which increased its cash flow due to the collection of the current account between CAT and Cencosud and the proceeds of the sale of the 51% stake of the business after the completion of the JV with Scotiabank, coupled with lower investment in Shopping Centers and Supermarkets as a result of lower openings and renovations/maintenance year over year. On the other hand, Home Improvement and Department Stores posted greater cash outflows as a result of greater IT investments for the strengthening of the e-commerce platform.

 

Financing activities. Net cash flows from financing activities amounted to Ch$(638,609) million for the year ended December 31, 2015 compared to Ch$(112,378) million, for the year ended December 31, 2014 as a result of higher cash outflows for the payment of bank loans in Chile, Peru, Colombia and Brazil, due to the debt prepayment with proceeds from the Scotiabank deal and the early February bond issuance of US$1,000 million.

 

Analysis of cash flows for discontinued operations

 

The following table summarized our generation and use of cash for the periods presented for discontinued operations.

 

 

 

Year ended December 31,

 

 

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

Net cash from (used in) operating activities

 

107,449

 

14,583

 

Net cash from (used in) investing activities

 

(169,095

)

1,996

 

Net cash from (used in) financing activities

 

(35,259

)

(80,580

)

 

Cash flows for year ended December 31, 2015 compared to year ended December 31, 2014 from discontinued operations

 

Taking into account our cash flows from operations, cash flows from financing activities and cash used in investing activities, we had a net cash outflow of Ch$96,905 million for the year ended December 31, 2015 compared to a net cash outflow of Ch$64,001 million for the year ended December 31, 2014.

 

Operating activities. Our net cash flows from operations decreased to an outflow of Ch$107,449 million for the year ended December 31, 2015 from an inflow of Ch$(14,583) million for the year ended December 31, 2014. The decrease was primarily attributable to repayment of certain deposits held at our subsidiary Banco Paris.

 

Investing activities. Our net cash flows used in investing activities increased to inflows of Ch$169,095 million for the year ended December 31, 2015 from outflows of Ch$1,996 million for the year ended December 31, 2014 reflecting the effect of the Joint Venture Framework Agreement with ScotiaBank in Chile.

 

Financing activities. Our net cash flows used in financing activities increased to inflows of Ch$35,259 million for the year ended December 31, 2015 from inflows of Ch$80,580 million for the year ended December 31, 2014, reflecting the effect of the Joint Venture Framework Agreement with ScotiaBank in Chile.

 

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Capital expenditures and permanent investments

 

The following table presents our capital expenditures for the periods indicated:

 

 

 

Years ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(in millions of Ch$)

 

 

 

 

 

 

 

 

 

Capital expenditures(85)

 

(208,173

)

(171,606

)

(227,423

)

Total

 

(208,173

)

(171,606

)

(227,423

)

 

Our total capital expenditures were approximately Ch$208,173 million, Ch$171,606 million and Ch$227,423 million in 2016, 2015 and 2014, respectively. In each of these years, our capital expenditures were made primarily to develop and expand our stores and shopping centers. In 2016, 2015 and 2014 we had no permanent investments as there were no acquisitions made in the period. In the past, permanent investments were primarily related to acquisitions.

 

In 2016, we invested approximately Ch$208,173 million to open new supermarkets, department stores, home improvement stores and shopping centers. In Chile, we had 2 net openings in our supermarket division adding 815 square meters of selling space and added one new store in our department store division with an additional 3,135 square meters of selling space. In Argentina, we had a net closing of 4 supermarket stores, reducing 1,654 square meters of selling area, and the opening of a home improvement store adding 7,760 square meters of selling space. In Brazil, we had 11 net store closing, decreasing our selling space by 16,508 square meters. In Peru, we had one net opening in our supermarkets division and expanded selling space by 2,475 square meters and had one department store opening adding 10,100 square meters of selling space. In Colombia, we had two net openings adding 4,839 square meters. In addition, Maintenance expenditures for existing stores are estimated to have been at U.S.$72 million in 2016. In our shopping centers division we had a net reduction of GLA to third parties of 9,643 square meters in Chile, 6,101 square meters in Colombia, totaling a reduction of 15,744 square meters.

 

In 2015, we invested approximately Ch$171,606 million to open new supermarkets, department stores, home improvement stores and shopping centers. In Chile, we opened 7 new stores in our supermarket division adding 9,674 square meters of selling space, we added two new stores in our home improvement division with an additional 17,463 square meters of selling space. In Argentina, we closed four supermarket stores reducing 2,952 square meters of selling area. In Brazil, we had a net opening of three stores expanding selling space by 9,169 square meters. In Peru, we had three net openings in our supermarkets division and expanded selling space by 7,826 square meters. In Colombia, we opened one supermarket store adding 1,197 square meters and an Easy store that added selling space of 6,587. In addition, Maintenance expenditures for existing stores are estimated to have been at U.S.$108 million in 2015. In our shopping centers division we had a net reduction of GLA to third parties of 1,846 square meters in Chile, 4,312 square meters in Argentina and added 477 square meters in Colombia, totaling a reduction of 5,680 square meters.

 

In 2014, we invested approximately Ch$227,423 million to open new supermarkets, department stores, home improvement stores and shopping centers. In Chile, we opened 14 new stores in our supermarket division adding 21,637 square meters of selling space, we added one new store in our home improvement division with an additional 5,648 square meters of selling space, and we added two stores in our department stores division with an additional 3,695 square meters of selling space. In Argentina, we opened two home improvement stores that added selling space for 10,297 square meters. In Brazil, we had a net closing of two stores but expanded selling space by 5,448 square meters. In Peru, we had no net openings in our supermarkets division but expanded selling space by 2,340 square meters and we opened three new department stores that added selling space of 13,025 square meters. In Colombia, we opened one Easy store that added selling space of 6,587. In addition, Maintenance expenditures for existing stores in our Supermarket division (consolidated) are estimated to have been at U.S.$75 million in 2014. In our shopping centers division we had investments that added GLA to third parties in excess of 20,635 square meters in Chile, 40,105 square meters in Argentina and 12,803 square meters in Peru, totaling 73,543 square meters.

 

In 2017, we expect to invest U.S.$500 million. The organic growth plan for the next four years (2017-2020) contemplates investments of U.S$2.5 billion and will be financed mainly by cash generated from operations (this plan does not take into account the resources that may be generated from any sale of non-strategic assets).

 


(85)  Purchase of property, plant and equipment.

 

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Distribution by Type of Investment

Capex Plan 2017

 

 

Our projected capital expenditures may vary substantially from the numbers set forth above as a result of a variety of factors including competition and the cost, currencies and availability of the necessary funds.

 

We expect to finance our future capital expenditures with our operating cash flow and with bank loans.

 

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

 

We have not had significant research and development activities for the past three years. See “Item 4. Information on the Company—B. Business Overview—Our Company—Intellectual Property” for a brief discussion of our trade names and service marks.

 

D. TREND INFORMATION

 

See “—A. Operating Results—Trends and Factors Affecting Our Results of Operations.”

 

E. OFF-BALANCE SHEET ARRANGEMENTS

 

For any of the periods presented, we did not have any off-balance sheet transactions, arrangements or obligations with unconsolidated entities or otherwise that are reasonably likely to have a material effect on our financial condition, results of operations or liquidity.

 

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following table summarizes our significant contractual obligations(86) and commitments as of December 31, 2016:

 

 

 

Less than
 One Year

 

One to
 Three Years

 

Three to
 Five Years

 

Thereafter

 

Total

 

 

 

(in millions of $)

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt obligations

 

0

 

586,059

 

817,489

 

2,689,351

 

4,092,899

 

Short-term debt obligations

 

443,174

 

0

 

0

 

0

 

443,174

 

Time deposits and other Bank Balances

 

56,129

 

45,030

 

0

 

0

 

101,159

 

Leases obligations and other financial liabilities

 

163,401

 

571,501

 

1,050,144

 

12,011

 

1,797,056

 

Commercial loans

 

1,945,570

 

4,804

 

0

 

0

 

1,950,374

 

Other financial liabilities Option

 

2,091

 

0

 

0

 

0

 

2,091

 

Total

 

2,610,365

 

1,207,393

 

1,867,633

 

2,701,362

 

8,386,753

 

 

G. SAFE HARBOR

 

See section entitled “Forward-Looking Statements” in this annual report for forward-looking statement safe harbor provisions.

 


(86)  Short-term obligations include the short-term portion of the long-term debt and accrued interest expenses (the latest variable rate is considered to calculate the accrued interest expenses; local rates such as TAB (tasa camara) are set at the end of the period).

 

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Item 6. Directors, Senior Management and Employees

 

A. DIRECTORS AND SENIOR MANAGEMENT

 

Board of Directors

 

The following table sets forth information for our directors as of the date of this annual report:

 

Name

 

Position

 

Age

 

Years at Cencosud(87)

 

RUT

 

Nationality

 

Gender

Horst Paulmann Kemna(88)

 

Chairman

 

82

 

38

 

3.294.888-k

 

Chilean

 

Male

Heike Paulmann Koepfer

 

Director

 

47

 

17

 

8.953.510-7

 

Chilean

 

Female

Peter Paulmann Koepfer

 

Director

 

48

 

20

 

8.953.509-3

 

Chilean

 

Male

Richard Büchi Buc

 

Director

 

64

 

4

 

6.149.585-1

 

Chilean

 

Male

Cristián Eyzaguirre

 

Director

 

68

 

12

 

4.773.765-6

 

Chilean

 

Male

David Gallagher

 

Director

 

72

 

6

 

3.413.232-1

 

Chilean

 

Male

Julio Moura

 

Director

 

64

 

5

 

21.814.616-3

 

Brazilian

 

Male

Roberto Philipps

 

Director

 

70

 

14

 

4.556.079

 

Argentine

 

Male

Mario Valcarce

 

Director

 

67

 

1

 

5.850.972-8

 

Chilean

 

Male

 

A description of the main tasks currently performed by each director as well as a description of each director’s employment history and education follows:

 

Horst Paulmann Kemna. Mr. Paulmann is our Chairman of the Board and founder of Cencosud S.A. He has served on our Board since November 1978. He has served as a Director of the Chilean—German Chamber of Commerce (CAMCHAL) and the Chilean Chamber of Commerce.

 

Heike Paulmann Koepfer. Mrs. Paulmann has been a member of our Board of Directors since April 1999. She has a degree in business from the Universidad de Chile and an MBA from Universidad Adolfo Ibañez.

 

Peter Paulmann Koepfer. Mr. Paulmann has been a member of our Board of Directors since September 1996. Mr. Paulmann currently is the Chief Executive Officer for Importadora y Comercial Regen Ltda. and has also served as Director of our shopping center division in Chile since 2002. He has a degree in business from the Pontificia Universidad Católica de Chile.

 

Richard Büchi Buc. Mr. Büchi was elected an independent member of the board in April, 2013. He holds a civil engineering degree from Universidad de Chile and an MBA from the Wharton School of Business from the University of Pennsylvania. On March 2013 he took over the executive vice-presidency of ENTEL’s mobile phone division after having acted as the company’s CEO for 18 years. Additionally, Mr. Büchi was chairman of the board of Entel PCS and Entelphone.

 

Cristián Eyzaguirre. Mr. Eyzaguirre has been a member of our Board of Directors since 2005. He has an economics degree from Universidad de Chile and a Master of Arts in Economics from The University of California, Berkeley. Mr. Eyzaguirre is the former Chief Executive Officer of Banco Bice and Chief Financial Officer of Empresas CMPC S.A., and was a professor of Economics at the Universidad de Chile. He is currently a Director of Besalco, E-CL, Agunsa, Grupo GTD Teleductos, Teléfonica del Sur, IPAL, Banco París, Banco Cencosud (Perú) and Wenco. He also is Vice chairman of the advisory committee for the Chilean sovereign investment fund.

 

David Gallagher. Mr. Gallagher has been a member of the Board of Directors since April 2011. He has an MA in Modern Languages from Oxford University. He is Chairman and Founding Partner of ASSET Chile S.A, and is a director and Executive Committee member of the Centro de Estudios Publicos. Prior to founding ASSET Chile in 1984, Mr. Gallagher spent 10 years at Morgan Grenfell, where he became head of Latin American investment banking and director of Morgan Grenfell International.

 

Julio Moura. Mr. Moura has been a member of our Board of Directors since September 2011. Mr. Moura also serves as a director of Natura Cosméticos, Adecoagro and Brinox and as Chairman of Instituto Arapyaú. Prior to joining Cencosud, Mr. Moura served as Chairman of Masisa from 2002 to 2007 and as Executive Vice President of Schindler Group, Switzerland, from 1992 to 1997. Mr. Moura holds a Master’s Degree from MIT’s Sloan School of Management and an Engineering Degree from the Swiss Federal Institute of Technology (ETH).

 

Roberto Philipps. Mr. Philipps has been a member of our Board of Directors since 2003. He has held several executive positions with the Techint Organization and previously with Exxon Corporation. He is a former President of the Argentine Financial Executives Association and serves on the board of companies in Chile and Argentina. Mr. Philipps has a degree in business administration and accounting from the Universidad de Buenos Aires and completed the Advanced Executive Program at the Kellogg School, Northwestern University.

 

Mario Valcarce Durán. Mr. Valcarce has been a member of our Board of Directors since April 29, 2016. Mr. Valcarce has a degree in Business Administration from Pontificia Universidad Católica de Valparaíso. Mr. Valcarce was CEO of Enersis S.A. from 2003 until 2006 and the Chairman of Endesa S.A. from 2006 to 2009. Currently he is on Board of Directors of Grupo Costanera SpA, Energía de la Patagonia, Aysén S.A., Empresas Navieras S.A., Besalco S.A. and Transelec S.A., since 2010.

 


(87)  Including years in other positions at Cencosud.

(88)  Horst Paulmann Kemna is the father of Heike Paulmann Koepfer and Peter Paulmann Koepfer.

 

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Executive Officers

 

The following table shows certain information with respect to our senior management as of the date of this annual report:

 

Name

 

Position

 

Age

 

Years at
 Cencosud(89)

 

RUT

 

Nationality

 

Gender

Jaime Soler

 

Chief Executive Officer

 

45

 

12

 

7.107.025-5

 

Chilean

 

Male

Carlos Mechetti

 

General Counsel

 

47

 

23

 

22.118.310-k

 

Argentine

 

Male

Rodrigo Larrain

 

Chief Financial Officer

 

45

 

4

 

10.973.139-0

 

Chilean

 

Male

Bronislao Jandzio

 

Audit Managing Director

 

62

 

18

 

22.111.590-2

 

Argentine

 

Male

Patricio Rivas

 

Financial Retail Managing Director

 

54

 

14

 

7.516.353-3

 

Chilean

 

Male

Antonio Ureta

 

Home Improvement Stores Director

 

43

 

15

 

10.745.810-7

 

Chilean

 

Male

Rodrigo Hetz

 

Human Resources Managing Director

 

42

 

6

 

12.016.317-5

 

Chilean

 

Male

Renato Fernandez

 

Corporate Affairs Managing Director

 

44

 

5

 

10.871.675-4

 

Chilean

 

Male

Ricardo Bennett

 

Department Stores Managing Director

 

42

 

11

 

12.584.647-5

 

Chilean

 

Male

Carlos Madina

 

Real Estate Managing Director

 

50

 

25

 

21.231.962-7

 

Argentine

 

Male

Marcelo Reyes(90)

 

Corporate Risk Manager

 

50

 

14

 

8.547686-6

 

Chilean

 

Male

 

Jaime Soler. Mr. Soler was named Chief Executive Officer effective as of January 1, 2015. Previously he was our Corporate Retail Managing Director from February 2014. Prior to his appointment as head of that division, Mr. Soler had worked as our Department Stores Managing Director since 2008, and successfully commanded the turnaround process for our Johnson acquisition in Chile. He received his degree in Commercial Engineering from the Universidad de Chile and an MBA from The Kellogg School of Management.

 

Rodrigo Larrain. Mr. Larrain was our Real Estate Managing Director from March 2013 until he became our Chief Financial Officer on October 2, 2015. He has a degree in civil engineering and an MBA from the University of Michigan, Ross School of Business and also completed the school´s General Management program. Prior to joining Cencosud he worked as Chief Financial and Investment officer at Enjoy S.A. Mr. Larrain also has over 10 years of work experience in corporate and investment banking at Citigroup and BBVA.

 

Carlos Mechetti. Mr. Mechetti has been our General Counsel since 1999. He graduated from Universidad del Museo Social Argentino in 1993 and joined us in 1994 as counsel to our shopping center division in Argentina. Mr. Mechetti has taken different post graduate courses at UBA, UADE, CEMA and Harvard University.

 

Bronislao Jandzio. Mr. Jandzio has been our Audit Managing Director since 1998. Before joining Cencosud, he was the Regional Chief for the Global Accounting Department for the Deutsche Bank Group in Frankfurt, Germany. Mr. Jandzio has a Banklehre diploma from the German Banking Academy.

 

Patricio Rivas. Mr. Rivas has been our Financial Retail Managing Director since 2011. Previously he served as our Corporate Risk Managing Director from 2010 to 2011. He graduated with a degree in Business Administration from the Pontificia Universidad Católica de Chile.

 

Antonio Ureta. Mr. Ureta has been a member of Cencosud since 2002, acting in different positions within the Supermarket and Department Store divisions, including Chief Executive Officer at Eurofashion, Head of the Commercial Office in Shanghai from 2010 to June 2014 and CEO for the Chilean Home Improvement operation from July 2014 to March 2015. Since then, Mr. Ureta has been our Home Improvement Stores Managing Director. He has a degree in Industrial Engineering from Pontificia Universidad Católica de Chile and previous joining Cencosud worked in investment banking at IM Trust.

 

Rodrigo Hetz. Mr. Hetz has been our Human Resources Director since April 2011. He has a degree in Industrial Engineering from Universidad de Chile and an MBA from the University of California—Berkeley. He also worked at McKinsey & Co. from 2006 to 2011, advising companies in different countries on strategy and organizational effectiveness. From 1999 to 2004, Mr. Hetz worked at Citibank in Human Resources management roles including Senior HR generalists, compensation & benefits, M&A/Integration, and organizational development positions.

 

Renato Fernandez. Mr. Fernandez has been our Corporate Affairs Manager since 2011 when he joined Cencosud. Prior to that, he served as Communications Director at Endesa Chile. He received his degree in Journalism from Universidad Gabriela Mistral.

 

Ricardo Bennett. Mr. Bennett was appointed as our Department Store Managing Director in February 2014. He joined Cencosud in 2008 as Department Store Business Development Manager. Mr. Bennett holds a degree in civil engineering and an MBA from ESADE, Barcelona, Spain. Prior to joining Cencosud Mr. Bennett was a buyer at Falabella.

 

Carlos Madina. Mr. Madina has been part of Cencosud since March 1992 and developed his whole professional career in the Shopping Centers division. In 1996 he was appointed as Commercial Manager for Shopping Centers Argentina. In August 2002, Mr. Madina was transferred to Chile to take on the position of CEO of Shopping Centers Chile. He returned to Argentina in October 2009 as CEO for the Argentine Shopping

 


(89)  Includes years in other positions at Cencosud.

(90)  Mr. Reyes resigned from the Company, effective on March 31, 2017.

 

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Centers division. From March 2012 to October 2015 he was our Regional Sales Manager in conjunction with his position in Argentina. In October 2015, after Rodrigo Larrain was designated as Corporate CFO, Mr. Madina was promoted and became Real Estate Managing Director.

 

Marcelo Reyes. Mr. Reyes has been our Corporate Risk Managing Director since December 2011. He has previously served as Risk Director of Credit Card Business in Chile. He graduated with a degree in Business Administration from the Pontificia Universidad Católica de Valparaíso and earned an MBA degree from Tulane University, New Orleans, and from the Universidad de Chile. Mr. Reyes presented his resignation to the Company effective on March 31, 2017.

 

B. COMPENSATION

 

Compensation of Directors and Executive Officers

 

For 2016, the aggregate amount of compensation we paid to executive officers was Ch$6,311 million. We do not disclose to our shareholders or otherwise make public information as to the compensation of any individual executive officers.

 

In accordance with Article 33 of Law N° 18,046 in Chile governing corporations, Director Compensation amounts for the 2017 period will be determined at the next Ordinary Shareholders’ Meeting, which will be held in late April 2017.

 

At the Ordinary Shareholders’ Meeting held on April 29, 2016, the following Director Compensation amounts were set for the 2016 period:

 

·                                          Fees paid for attending Board meetings: payment of UF330 (equivalents to ThCh$8,548) each month for those holding the position of Director and twice this amount for the Chairman of the Board, provided they attend a minimum of 10 ordinary meetings each year.

 

·                                          Fees paid for attending the Directors’ Committee meetings: payment to each Director of UF110 (equivalents to ThCh$2,849) for each meeting they attend.

 

The details of the amounts paid to our directors for the years ended December 31, 2016, 2015 and 2014, are as follows:

 

 

 

 

 

For the year ended December 31,

 

Name

 

Role

 

2016

 

2015

 

2014

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Horst Paulmann Kemna

 

Chairman

 

206,280

 

198,458

 

184,487

 

Heike Paulmann Koepfer

 

Director

 

103,140

 

99,229

 

92,243

 

Peter Paulmann Koepfer

 

Director

 

103,140

 

99,229

 

92,243

 

Cristián Eyzaguirre Johnston

 

Director

 

103,140

 

99,229

 

92,243

 

Roberto Oscar Philipps

 

Director

 

137,526

 

132,305

 

122,991

 

Erasmo Wong Lu Vega

 

Director

 

 

65,549

 

92,243

 

David Gallagher Patrickson

 

Director

 

137,526

 

132,305

 

122,991

 

Julio Moura

 

Director

 

103,140

 

99,229

 

92,243

 

Richard Bûchi Buc

 

Director

 

137,526

 

132,305

 

122,991

 

Mario Valcarce Durán 

 

Director

 

92,177

 

 

 

Total

 

 

 

1,123,595

 

1,057,838

 

1,014,675

 

 

None of our non-executive directors has a service contract with us that provides for benefits upon termination of employment.

 

Executive Incentive Programs

 

In order to reward commitment and with the goal of retaining executives, the board has approved the terms and conditions of an Executive Stock Options Program, entitled Long Term Incentive Plan 2016 (the “2016 Plan”). This plan replaced the previous plans for 2014 (base and additional) and 2015.

 

The objective of our incentive plan is to motivate executive performance over the long term, thereby increasing the long-term value of the Company.

 

Executives can only exercise their options under the incentive plans if they are employed by the Company at the specific subscription dates or by any of its subsidiaries in Chile or abroad without any interruption in its employment relationship. In order to be eligible to receive a share payment no executive can be found in serious breach of its employment duties from the date of signing of the stock option contract until the exercise date. The determination of a serious breach is at the Company´s sole discretion. The 2016 Plan grants executives the right to subscribe shares at a set price of Ch$1,000 throughout the entire duration of the incentive plan as long as the required employment conditions are fulfilled within the period.

 

A small number of employees maintain previous Stock Options Plans under the 2014 plan (the “2014 Plan “) (base and additional) and 2015 plan (the “2015 Plan”) (base and additional), and were not migrated into this new plan. The 2015 Plan grants each executive the right to subscribe shares in four installments, with 25% of their total subscription rights entitlements available each year from 2015 to 2018. The 2015 Plan grants executives the right to subscribe shares at a set price of Ch$1,646 throughout the entire duration of the incentive plan as long as the required employment conditions are fulfilled within the period. The 2014 Plan grants each executive the right to subscribe shares in four installments, with 25% of their total

 

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subscription rights entitlements available each year from 2014 to 2017. The additional plan under the 2014 Plan (the “Additional 2014 Plan”) grants each executive the right to subscribe shares in different quantities between 2014 and 2016. Both the 2015 Plan and 2014 Plan grant executives the right to subscribe shares at a set price of $2,600 throughout the entire period of the respective incentive plan as long as employment conditions for the executive are met within each subscription period.

 

As ratified, the incentive plans include 375 company executives as of December 31, 2016, segregating them according to management level and position within the company, and make available a total of 20.7 million shares for awards. The shares being made available under these incentive plans reflect shares that were reserved for this specific purpose and were issued in capital increases approved by Cencosud SA shareholders during extraordinary shareholder meetings held on April 29, 2011 and November 20, 2012.

 

The following table sets forth, as of December 31, 2016, the total number of shares of common stock to be issued upon exercise of the options granted to each of our executive officers under our 2014 Plan (including Additional 2014 Plan), 2015 Plan and 2016 Plan:

 

Plan under which options were
awarded

 

Number of
Shares

 

Exercise
price

 

Date of
Grant

 

Expiration date

2016 Plan

 

20,511,075

 

Ch$  1,000

 

September 28, 2015

 

October 31, 2017

2015 Plan

 

120,000

 

Ch$  1,646

 

September 26, 2014

 

February 28, 2018

Additional 2015 Plan

 

2,500

 

Ch$  1,646

 

September 26, 2014

 

February 28, 2018

2014 Plan

 

57,500

 

Ch$  2,600

 

March 22, 2013

 

October 31, 2017

2014 Additional Plan

 

0

 

Ch$  2,600

 

April 26, 2013

 

October 31, 2016

Total

 

20,691,075

 

 

 

 

 

 

 

Below is the table of compensation for senior management at Cencosud for 2016, 2015 and 2014:

 

 

 

2016

 

2015

 

2014

 

Key Management Team(91)

 

Ch$ thousand

 

Ch$ thousand

 

Ch$ thousand

 

Monthly Salaries and other paid benefits (bonds)

 

4,928,236

 

4,732,048

 

5,195,504

 

Payments based on shares

 

1,382,504

 

1,039,827

 

612,501

 

TOTAL

 

6,310,740

 

5,771,875

 

5,808,005

 

 

The Cencosud group has established an incentive plan for its executives that is based on meeting individual goals in contribution to the Company’s earnings. These incentives are structured in minimum and maximum gross salaries and are paid once a year.

 

C. BOARD PRACTICES

 

Board practices

 

Our Bylaws provide that shareholders elect nine regular directors. Directors are elected at the annual shareholders’ meeting for terms of three years. The legal responsibilities of each board member are established in accordance with the Chilean Corporations Law.

 

By virtue of his position as our controlling shareholder, Mr. Horst Paulmann has the power to nominate 7 directors to our Board of Directors. At the ordinary shareholders’ meeting held on April 29, 2016, a new board of directors was elected for the 2016-2019 period, composed of 9 directors.

 

Directors’ Committee

 

As required under Chilean law, we have established a Directors’ Committee composed of three directors. The following are the current members of our Directors’ Committee: Richard Büchi (President), David Gallagher (Secretary) and Mario Valcarce. The Directors’ Committee has the following principal duties:

 

·                       reviewing external audit reports and financial statements and providing its opinion regarding such items prior to their submission to the shareholders for approval;

 

·                       proposing to the board of directors the names of independent external auditors and credit rating agencies that will be submitted for approval at the annual shareholders’ meeting;

 

·                       reviewing related party transactions for potential conflict of interest and providing reports as required in certain defined cases;

 

·                       reviewing the salary and compensation benefits for officers and senior management; preparing an annual report of the board’s activities, which will include its main recommendations to shareholders;

 


(91)  Executives between 18 and 22 on our global grading system (“GGS”, which is discussed further below) are included in this group.

 

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·                       advising the board as to the hiring of external auditors to perform non-audit services, particularly whether such services might be prohibited in accordance with article 242 of the Chilean Securities Market Law as such services could jeopardize the independence of such external auditor; and

 

·                       performing any other responsibility entrusted to the Directors’ Committee by the Chilean Corporations Law, our Bylaws, the shareholders’ meeting or the board of directors.

 

Audit Committee

 

We have established an audit committee, comprised of three non-management members of our Board of Directors. The members of the audit committee are David Gallagher, Roberto Philipps and Cristián Eyzaguirre, each of whom is independent within the meaning of the SEC corporate governance rules. Our board of directors has determined that Roberto Philipps is “audit committee financial expert” as defined by the SEC.

 

The audit committee’s primary responsibilities are:

 

·                       Assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, including the review and discussion of the annual audited and intermediate financial statements, periodically reporting to the Board of Directors on its activity and the adequacy of the Company’s systems of internal controls over financial reporting, as well as the review of their compliance;

 

·                       Make recommendations for the appointment, compensation, retention and oversight of, and consider the independence of, the Company’s external auditors;

 

·                       Review material transactions between the Company or its subsidiaries with related parties to determine whether their terms are consistent with market conditions or are otherwise fair to the Company and its subsidiaries; and

 

·                       Perform such other duties imposed on it by the laws and regulations of the regulated market(s) on which the shares of the Company are listed, applicable to the Company, as well as any other duties entrusted to it by the Board of Directors.

 

The audit committee’s purpose and responsibilities, including those outlined above, have been set forth in the charter of the audit committee.

 

D. EMPLOYEES

 

At December 31, 2016, we had a total of 138,160 employees, of which approximately 40.5% were in Chile, 17.8% in Argentina, 20.7 % in Brazil, 10.6 % in Peru and 10.4% in Colombia. Approximately 43.3% of our store employees were represented by unions under several collective bargaining agreements. We do not employ a significant number of temporary employees.

 

Consolidated Headcount by type of Company

 

2016

 

2015

 

2014

 

Holding

 

1,163

 

1,112

 

1,152

 

Subsidiaries

 

136,997

 

139,362

 

152,082

 

Cencosud

 

138,160

 

140,474

 

153,234

 

 

Consolidated Headcount by type of Employee

 

2016

 

2015

 

2014

 

Managers and Main Executives(92)

 

374

 

369

 

349

 

Professionals and Technicals

 

17,841

 

18,652

 

19,007

 

Workers

 

119,945

 

121,453

 

133,878

 

Total

 

138,160

 

140,474

 

153,234

 

 

Consolidated Headcount by Country

 

 

 

 

 

 

 

Chile

 

2016

 

2015

 

2014

 

Stores

 

50,615

 

50,562

 

55,409

 

Distribution Facilities(93)

 

3,287

 

2,823

 

2,844

 

Headquarters

 

2,530

 

2,422

 

3,382

 

Total Chile

 

56,432

 

55,807

 

61,635

 

 

Argentina

 

2016

 

2015

 

2014

 

Stores

 

21,671

 

22,316

 

24,032

 

Distribution Facilities

 

1,173

 

1,209

 

1,286

 

Headquarters

 

2,074

 

2,065

 

2,161

 

Total Argentina

 

24,918

 

25,590

 

27,479

 

 


(92)  These categories are based on local regulation that defines which positions correspond to “Managers and Main Executives”, “Professionals and Technicals” and “Workers”. This classification does not correspond to the GGS level.

(93)  Distribution facilities refer to our distribution centers, warehouses and transportation

 

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Brazil

 

2016

 

2015

 

2014

 

Stores

 

24,516

 

26,219

 

29,374

 

Distribution Facilities

 

1,682

 

1,717

 

1,922

 

Headquarters

 

2,142

 

2,379

 

2,250

 

Total Brazil

 

28,340

 

30,315

 

33,546

 

 

Peru

 

2016

 

2015

 

2014

 

Stores

 

12,016

 

12,309

 

13,389

 

Distribution Facilities

 

1,430

 

1,438

 

1,368

 

Headquarters

 

1,044

 

1,049

 

1,251

 

Total Peru

 

14,490

 

14,796

 

16,008

 

 

Colombia

 

2016

 

2015

 

2014

 

Stores

 

12,925

 

12,649

 

13,485

 

Distribution Facilities

 

232

 

206

 

882

 

Headquarters

 

823

 

1,111

 

199

 

Total Colombia

 

13,980

 

13,966

 

14,566

 

 

Diversity

 

Diversity is a unique feature of our culture and one of our greatest assets. In Cencosud, we are convinced that to attract, develop and retain a base of contributors as a true reflection of the communities we serve, is essential to our success. Our Company recognizes that the diversity of gender, race, politics, religion, age, sexual orientation, disability, marital status or any other enriches our work environment and allow us to better connect with the needs and interests of our customers.

 

 

 

At the Organization

 

Managing Areas

 

At the Board of Directors

 

Headcount by Gender

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

2016

 

2015(94)

 

2014

 

Female

 

69,627

 

71,478

 

78,979

 

81

 

74

 

68

 

1

 

1

 

1

 

Male

 

68,533

 

68,996

 

74,255

 

293

 

295

 

281

 

8

 

7

 

8

 

Total

 

138,160

 

140,474

 

153,234

 

374

 

369

 

349

 

9

 

8

 

9

 

 

Headcount by Country(95)

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

Chile

 

56,432

 

55,807

 

61,635

 

224

 

225

 

221

 

7

 

6

 

6

 

Argentina

 

24,918

 

25,590

 

27,479

 

92

 

90

 

70

 

1

 

1

 

1

 

Brazil

 

28,340

 

30,315

 

33,546

 

19

 

21

 

20

 

1

 

1

 

1

 

Peru

 

14,490

 

14,796

 

16,008

 

15

 

12

 

13

 

 

 

1

 

Colombia

 

13,980

 

13,966

 

14,566

 

18

 

17

 

15

 

 

 

 

Others

 

 

 

 

6

 

4

 

10

 

 

 

 

Total Cencosud

 

138,160

 

140,474

 

153,234

 

374

 

369

 

349

 

9

 

8

 

9

 

 

Headcount by Age Range

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

Less than 30 years

 

55,637

 

57,454

 

65,946

 

2

 

1

 

 

 

 

 

Between 31 and 40 years

 

43,243

 

44,508

 

46,631

 

135

 

131

 

108

 

 

 

 

Between 41 and 50 years

 

25,294

 

24,762

 

25,981

 

171

 

178

 

165

 

2

 

2

 

2

 

Between 51 and 60 years

 

11,442

 

11,213

 

11,913

 

58

 

49

 

60

 

 

 

 

Between 61 and 70 years

 

2,296

 

2,279

 

2,470

 

8

 

10

 

15

 

5

 

3

 

5

 

Over 70 years

 

248

 

258

 

293

 

 

 

1

 

2

 

3

 

2

 

Total

 

138,160

 

140,474

 

153,234

 

374

 

369

 

349

 

9

 

8

 

9

 

 

Headcount by Seniority Range

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

Less than 3 years

 

56,697

 

62,665

 

77,439

 

55

 

81

 

90

 

1

 

 

1

 

Between 3 and 6 years

 

27,981

 

24,859

 

22,958

 

62

 

51

 

48

 

3

 

3

 

2

 

Between 6 and 9 years

 

15,085

 

18,122

 

19,909

 

49

 

62

 

69

 

 

 

1

 

Between 9 and 12 years

 

13,768

 

10,261

 

10,143

 

71

 

52

 

42

 

 

1

 

1

 

More than 12 years

 

24,629

 

24,567

 

22,785

 

137

 

123

 

100

 

5

 

4

 

4

 

Total

 

138,160

 

140,474

 

153,234

 

374

 

369

 

349

 

9

 

8

 

9

 

 


(94)  Mr. Erasmo Wong was a member of our Board of Directors from 2008 until August 25, 2015, the date on which Mr. Wong presented his resignation to the Board.

(95)  Headcount by country is shown by location for “At the Organization”, and by nationality for “Managing Areas” and “Board of Directors”

 

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Labor Relations

 

We maintain the great challenge of developing policies and practices at our workplace to ensure the building of trust, transparency, effective two-way communication, and the concrete development of opportunities for professional and personal development for our employees. Our relationships with unions are based in mutual respect and a regular and permanent relationship, which greatly exceeds each country’s local legal requirements, resulting in ongoing constructive dialogue between us and the local labor unions.

 

2016

 

 

 

 

 

 

 

 

 

Country

 

Total Headcount

 

Unionized Headcount

 

Percentage Unionized

 

N° of Unions

 

Chile

 

56,432

 

40,221

 

71.3

%

114

 

Argentina

 

24,918

 

11,622

 

46.6

%

73

 

Brazil

 

28,340

 

1,207

 

4.3

%

87

 

Peru

 

14,490

 

402

 

2.8

%

1

 

Colombia

 

13,980

 

6,285

 

45.0

%

2

 

Total Cencosud

 

138,160

 

59,737

 

43.2

%

277

 

 

2015

 

 

 

 

 

 

 

 

 

Country

 

Total Headcount

 

Unionized Headcount

 

Percentage Unionized

 

N° of Unions

 

Chile

 

55,807

 

37,240

 

66.7

%

110

 

Argentina

 

25,590

 

11,239

 

43.9

%

97

 

Brazil

 

30,315

 

1,234

 

4.1

%

73

 

Colombia

 

14,796

 

6,253

 

42.3

%

2

 

Peru

 

13,966

 

183

 

1.3

%

1

 

Total Cencosud

 

140,474

 

56,149

 

40.0

%

283

 

 

2014

 

 

 

 

 

 

 

 

 

Country

 

Total Headcount

 

Unionized Headcount

 

Percentage Unionized

 

N° of Unions

 

Chile

 

61,635

 

38,718

 

62.8

%

181

 

Argentina

 

27,479

 

12,286

 

44.7

%

121

 

Brazil

 

33,546

 

1,296

 

3.9

%

72

 

Colombia

 

16,008

 

5,002

 

31.2

%

1

 

Peru

 

14,566

 

158

 

1.1

%

1

 

Total Cencosud

 

153,234

 

57,460

 

37.5

%

376

 

 

In Chile, by the end of the third quarter of 2016, collective bargaining with unions involved more than 30 processes and more than 35% of our workforce in Chile. During this period there were no strikes or work stoppages. In April 2017, implementation of the labor reform will begin, increasing the bargaining power of unions, which could result in increased labor costs and/or a higher probability of interruptions, which could affect our results.

 

In Argentina, our employees are affiliated with trade unions. One of these is the “Sindicato de Comércio” (“Commerce Union”), the only union with a collective bargaining agreement (mandatory by law) for all non-management employees, which has been in effect since 1975. We have experienced strikes at our stores, each lasting few hours. However, none of these strikes have materially affected our overall operations.

 

In Brazil, although less than 4.1% of our employees are affiliated with trade unions, all employees are entitled to the benefits set forth in our collective labor agreements, as determined by applicable labor legislation. The deceleration of activities in commerce, industry and services that occurred throughout 2016 boosted the growth of the unemployment rate. We believe that we have a good relationship with our employees and related trade unions, and our Brazilian operations have not recorded any significant strikes or stoppages over the last three years.

 

In Peru, less than 3% of our employees are affiliated with the only trade union, which was formed in 2013. We have a collective contract with these employees that has a term of one year and which ends in June 2017. We have not had any strikes that have materially affected our operations in Peru. Considered one of our priorities, we are constantly working to build a good relationship with both our employees and trade union.

 

We have not had any strikes that have materially affected our operations in Colombia.

 

Benefits

 

We operate a merit-based bonus program for our managers both at the headquarters and store levels as well as for department heads at each store. In general, the bonus fluctuates between one and six monthly salaries and is determined in accordance with clearly defined criteria, including our overall performance, the performance of the employee’s store, the employee’s performance relative to specific targets established at the beginning of the year and more subjective standards such as fostering an open, constructive working environment.

 

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In Chile, our employees receive benefits established by the collective bargaining agreements, salaries in accordance with our own policies, benefits provided for by Chilean law (including disability insurance) and certain additional benefits provided by us. Among the benefits provided by us are educational training for our employees and opportunities for their families (including educational scholarships for children of employees).

 

In Argentina, our employees receive benefits established by our collective bargaining agreemen, salaries established according to our policies, benefits provided for by Argentinean law (including disability insurance) and certain additional benefits provided by us, including educational training.

 

In Brazil, our employees receive benefits established by our collective bargaining agreement, salaries established according to our policies, benefits provided for by Brazil law and certain additional benefits provided by us.

 

In Peru, our employees receive standard benefits and salaries established according to our policies, benefits provided for by Peruvian law (including disability insurance) and certain additional benefits provided by us, including discounts on products purchased at our stores, educational training and certain merit-based bonuses.

 

In Colombia, our employees receive standard benefits and salaries established according to our policies, benefits provided for by Colombia law (including disability insurance) and certain additional benefits provided by us, including discounts on products purchased at our stores and educational training for our employees.

 

Wage gap by Gender

 

Cencosud has a Corporate Compensation Policy, based on “internal equality” and “external competitiveness” principles with application in all businesses and countries in which we operate.

 

This Policy determines main guidelines for total compensation management at all levels. As part of this policy, Cencosud applies a unique methodology for position valuation based on an internal grading system. Each position receives a grade, which is related to its responsibilities and competencies required. Positions in the same grade, and country, receive the same salary range. Employees in a certain grade receive a certain position in the salary range, depending on performance and seniority.

 

The analysis of wage difference by gender, from 2016, was done considering men and women, in the same grade and same country, in order to compare employees in same level of responsibility and comparable positions to identify potential gaps.  The gap is then summarized by country to reach a weighted average of female employees by level. The process is done to measure the total gap for Cencosud globally.

 

As part of our policy, we apply a unique methodology for position valuation called “Global Grading System” (“GGS”, from Towers Watson), which guarantees people performing similar functions in the same country receive the same salary, no matter the gender or working area, among others. The GGS system classifies employees into certain positions and determines the salary range according to performance and seniority. The analysis of wage differences for gender was based on GGS. The analysis first looked at wages according to GGS positions and country. The analysis then analyzed wages of only the female population by GGS position and country demonstrating the following wage gaps between men and women inside the organization in the different groups:

 

Group

 

2016

 

2015

 

2014

 

Managers and Main Executives

 

(4.2

)%

(5.2

)%

(8.6

)%

Professionals and Technicals

 

(0.2

)%

(0.2

)%

(0.3

)%

Workers

 

(3.3

)%

(3.0

)%

(3.7

)%

 

Interpretation: For example, in 2016, women were paid 4.2% less than men holding the same GGS at the managers and main executives group.

 

E. SHARE OWNERSHIP

 

See table in “Item 7. Major Shareholders and Related Party Transactions” for information regarding share ownership by our directors and executive officers.

 

Item 7. Major Shareholders and Related Party Transactions

 

A. MAJOR SHAREHOLDERS

 

The following table sets forth information with respect to the beneficial ownership of our shares of common stock, as of the date of this annual report, for:

 

·             each person known to us to own beneficially more than 5% of our shares of common stock; and

 

·             our directors and executive officers as a group.

 

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Shareholder

 

 

 

Number of
Shares
of Common
Stock

 

Percentage
Beneficial
Ownership

 

Principal Shareholders(96)

 

 

 

 

 

 

 

Inversiones Quinchamali Limitada(97)

 

 

 

573,754,802

 

20.04

%

Inversiones Latadia Limitada(98)

 

 

 

550,823,211

 

19.24

%

Inversiones Tano Limitada(99)

 

 

 

287,328,548

 

10.04

%

Directors and Executive Officers

 

 

 

 

 

 

 

Horst Paulmann Kemna(100)

 

 

 

1,527,449,715

 

53.36

%

Peter Paulmann Koepfer(101)

 

 

 

*

 

*

 

Heike Paulmann Koepfer(102)

 

 

 

*

 

*

 

David Gallagher

 

 

 

 

 

Roberto Philipps

 

 

 

 

 

Cristián Eyzaguirre

 

 

 

 

 

Richard Büchi Buc

 

 

 

*

 

*

 

Julio Moura

 

 

 

 

 

Mario Valcarce

 

 

 

 

 

Rodrigo Hetz

 

 

 

*

 

*

 

Carlos Mechetti

 

 

 

*

 

*

 

Andrés Artigas

 

 

 

*

 

*

 

Bronislao Jandzio

 

 

 

*

 

*

 

Antonio Urete

 

 

 

*

 

*

 

Jaime Soler

 

 

 

*

 

*

 

Patricio Rivas

 

 

 

*

 

*

 

Renato Fernandez

 

 

 

*

 

*

 

Ricardo Bennett

 

 

 

*

 

*

 

Carlos Medina

 

 

 

*

 

*

 

Marcelo Reyes

 

 

 

*

 

*

 

Rodrigo Larrain

 

 

 

*

 

*

 

Total shares of common stock issued and outstanding

 

 

 

2,862,536,947

 

100.0

%

 


*              Represents beneficial ownership of less than one percent of ordinary shares outstanding.

 

Differences in Voting Rights

 

Our major shareholders do not have different voting rights.

 

Controlling Shareholder

 

In 2012 and 2013, we experienced a significant change in the percentage of shares beneficially owned and controlled by our major shareholder as a result of our initial public offering and follow-on offering. Prior to our initial public offering, our founder, Mr. Horst Paulmann, beneficially owned 64.9% of our shares, directly and indirectly, through Inversiones Quinchamali Ltda., Inversiones Latadia Ltda. and Inversiones Tano Ltda. As of the date of this annual report, Mr. Horst Paulmann and his family beneficially owns 53.36% of our shares. See “—Major Shareholders” above.

 

By virtue of this position as our controlling shareholder, Mr. Horst Paulmann has the power to nominate 5 directors to our Board of Directors.

 


(96)  Our principal shareholders do not have different voting rights than other shareholders. All holders of our shares of common stock are entitled to one vote per share of common stock in all shareholders’ meetings.

(97)  Inversiones Quinchamali Limitada is a Chilean company controlled by Horst Paulmann Kemna, our Chairman of the Board, who is the largest shareholder therein, with the remainder owned by members of the Paulmann family. Members of the Paulmann family include Horst Paulmann Kemna, Manfred Paulmann Koepfer, Peter Paulmann Koepfer and Heike Paulmann Koepfer. The address for Inversiones Quinchamali Limitada is Avenida Kennedy 9001, Piso 7, Las Condes, Santiago, Chile.

(98)  Inversiones Latadia Limitada is a Chilean company majority owned by Inversiones Quinchamali Limitada, with the remainder owned indirectly by members of the Paulmann family. Its address is Avenida Kennedy 9001, Piso 7, Las Condes, Santiago, Chile.

(99)  Inversiones Tano Limitada is a Chilean company majority owned by Inversiones Quinchamali Limitada, with the remainder owned by Inversiones Latadia Limitada and Horst Paulmann Kemna. Its address is Avenida Kennedy 9001, Piso 7, Las Condes, Santiago, Chile.

(100)  Horst Paulmann Kemna owns 2.46% of our shares of common stock directly and the remaining amount through direct and indirect ownership in Inversiones Quinchamali Limitada, Inversiones Latadia Limitada and Inversiones Tano Limitada. Horst Paulmann Kemna, our Chairman of the Board, is the father of Heike Paulmann Koepfer and Peter Paulmann Koepfer, who both serve on our Board of Directors. See “Item 6. Directors, Senior Management and Employees.”

(101)  Peter Paulmann Koepfer owns 0.5% of our shares of common stock.

(102)  Heike Paulmann Koepfer owns 0.5% of our shares of common stock.

 

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Securities Held in Host Country

 

As of April 24, 2017, the most recent practicable date, 7,670,088 ADSs (equivalent to 23,010,264 shares, or 0.8% of the total outstanding shares of our common stock) were outstanding and held of record by one holder. We are aware that many ADSs are held of record by brokers and other nominees, and accordingly the above numbers are not necessarily representative of the actual number of U.S. persons who are beneficial holders of ADSs or the number of ADSs beneficially held by such persons.

 

B. RELATED PARTY TRANSACTIONS

 

Chilean Regulations

 

In the ordinary course of our business, we may incur related party indebtedness in the future on fair market terms. Articles 146 et seq of the Chilean Corporations Law regulate related party transactions to be incurred by publicly held corporations and its subsidiaries. Article 147 of the Chilean Corporations Law requires our transactions with related parties be on similar terms to those customarily prevailing in the market and to be beneficial to the interest of the company. Article 147 requires us to compare the terms of any such transaction to those prevailing in the market at the date the transaction is approved. For a related party transaction to be entered into, the approval of the board of directors is required. Directors of companies that violate Article 147 are jointly and severally liable for damages and losses resulting from such violation. In addition, Article 147 of the Chilean Corporations Law provides that any transaction in which a director has a personal interest or is participating in negotiations leading to a related party transaction must be previously approved by the board of directors, with the exclusion of the interested director. The board of directors will approve the transaction only when it has been informed of such director’s interest, the transaction is beneficial to the company and the terms of such transaction are similar to those prevailing in the market. All resolutions approving such transactions must be reported to the Company’s shareholders at the next annual shareholders meeting. If the majority of the directors are interested parties, the transaction may be entered into if approved unanimously by non-interested directors, or by two-thirds or more of the votes at a special shareholders’ meeting. If a special shareholders’ meeting is called, the board shall appoint two independent evaluators, who will inform the shareholders of the terms and conditions of the transaction, its effects and the potential impact in the Company. The evaluators’ final conclusions must be made available to shareholders and directors the day after the company receives such report. The report will be available for a period of at least 15 business days following the company’s receipt of the evaluator’s report and notice shall be provided to the shareholders by means of an hecho esencial.

 

General

 

The following related party transactions may be entered into without complying with the aforementioned requirements and with only the approval of the board of directors:

 

·                  The transaction does not involve an amount considered to be material. A transaction involves a material amount if:

 

·                  the transaction amount is more than 1% of the company’s net worth, provided such transaction amount exceeds the equivalent of 2,000 UF, or

 

·                  the transaction amount exceeds the equivalent to 20,000 UF.

 

·                  The transaction is in the ordinary course of business, as determined by the corporation’s policies regarding such matters.

 

·                  The transaction is with a related party which the company owns at least 95% of, either directly or indirectly.

 

Violation of Article 146 et seq may result in administrative or criminal sanctions and civil liability to shareholders or third parties who suffer losses as a result of such violation. We believe that we have complied with the requirements of Articles 146 et seq in all transactions with related parties. See “Item 10.—B. Memorandum and Articles of Association—Director Requirements.”

 

Related Party Transactions

 

Below is a description of the significant transactions between us and our related parties for the years ended December 31, 2016, 2015 and 2014. For a full disclosure of our related parties transactions, see Note 9 to our consolidated financial statements.

 

Purchase and sale agreements

 

During 2016, 2015 and 2014, we purchased general merchandise in the amount of Ch$2,947 million, Ch$3,224 million and Ch$1,916 million, respectively, from Wenco S.A. (“Wenco”), a Chilean plastic goods manufacturer on whose board Mr. Cristián Eyzaguirre, one of our directors, serves as a director. In 2016, 2015 and 2014, we also sold general merchandise in the amount of Ch$18 million, Ch$505 million and Ch$64 million, respectively, to Wenco.

 

Cencosud also purchased merchandise from Industria Productos Alimenticios S.A., on whose board Mr. Cristián Eyzaguirre also serves, in the amount of Ch$857 million, Ch$1,143 million and Ch$1,062 million, during 2016, 2015 and 2014, respectively. We also sold merchandise to Agencias Universales SA in the amount of Ch$14 million, Ch$14 million and Ch$18 million in 2016, 2015 and 2014, respectively, on whose board Mr. Cristián Eyzaguirre also serves. The same company provided services to Cencosud S.A. in the amount of Ch$4 million, Ch$93 million and Ch$598 million during 2016, 2015 and 2014, respectively.

 

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Cencosud also purchased general merchandise from Importadora y Comercial Regen Ltda, a Chilean retailer of imported toys controlled by Mr. Peter Paulmann Koepfer, one of our directors, in the amount of Ch$495 million, Ch$725 million and Ch$538 million for the years 2016, 2015 and 2014, respectively. During 2016, 2015 and 2014, Cencosud SA also sold goods to Importadora y Comercial Regen Ltda. in de amount of Ch$17 million, Ch$29 million and Ch$19 million, respectively.

 

During 2016, 2015 and 2014, Teleductos SA, on whose board Mr. Cristián Eyzaguirre also serves, provided services to Cencosud in the amount of Ch$907 million, Ch$709 million and Ch$704 million, respectively.

 

During 2016, 2015 and 2014, Manquehue Net SA, on whose board Mr. Cristián Eyzaguirre also serves, provided services to Cencosud in the amount of Ch$31 million, Ch$24 million and Ch$7 million, respectively.

 

During 2016, 2015 and 2014, Cia Nacional De Telefonos, Telefonica del Sur S.A., on whose board Mr. Cristián Eyzaguirre also serves, provided services to Cencosud in the amount of Ch$2 million, Ch$3 million and Ch$1 million, respectively.

 

During 2015 and 2014, Mr. Cristian Eyzaguirre received Ch$39 million and Ch$103 million, respectively from our subsidiary Cencosud Administradora de Tarjetas S.A. in connection with his service on its board of directors.

 

During 2016, 2015 and 2014, Besalco S.A. on whose board Mr. Cristian Eyzaguirre also serves, provided services to Cencosud SA in the amount of Ch$4 million, Ch$1 million and Ch$1 million, respectively.

 

During 2016, 2015 and 2014, Empresa Nacional de Telecomunicaciones S.A. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$1,182 million, Ch$1,527 million and Ch$1,013 million, respectively.

 

During 2016, 2015 and 2014, Empresa El Mercurio S.A.P. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$3,424 million, Ch$3,256 million and Ch$2,820 million, while goods were sold to Empresa El Mercurio S.A.P. in the amount of Ch$25 million in 2014.

 

During 2016, 2015 and 2014, Entel Telefonia Local S.A. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$18 million, Ch$19 million and Ch$49 million, respectively.

 

During 2016, 2015 and 2014, Entel PCS Telecomunicaciones S.A on whose board Mr. Richard Büchi Buc also serves, provided services and sold equipment to Cencosud in the amount of Ch$6,469 million, Ch$7,472 million and Ch$8,180 million, respectively.

 

During 2016, 2015 and 2014, Asset-Chile S.A. on whose board Mr. David Gallagher also serves, purchased merchandise from Cencosud SA in the amount of Ch$8 million, Ch$7 million and Ch$5 million, respectively.

 

During 2016, 2015 and 2014, Centro de Estudios Públicos on whose board Mr. Richard Büchi Buc also serves, purchased merchandise from Cencosud S.A. in the amount of Ch$21 million, Ch$21 million and Ch$15 million, respectively.

 

During 2016, 2015 and 2014, JetAviation Flight Services Inc. on whose board Mr. Horst Paulmann also serves, purchased merchandise from Cencosud S.A. in the amount of Ch$840 million, Ch$1,306 million and Ch$676 million, respectively.

 

During 2016 and 2015, Cencosud Administradora de Tarjetas S.A. (CAT), an associate company, provided credit card service to Cencosud consumers in the amount of Ch$673,859 million and Ch$519,182 million, respectively.

 

Leases

 

We lease space in several of our shopping centers in Chile to Maxi Kioskos Chile, S.A., a Chilean convenience store operator on whose board Manfred Paulmann Koepfer serves as a director. Lease payments during 2016, 2015 and 2014 amounted to Ch$424 million, Ch$232 million and Ch$403 million, respectively.

 

In addition, we lease space in several of our shopping centers in Chile to Importadora y Comercial Regen Ltda. Lease payments during 2016, 2015 and 2014 amounted to Ch$227 million, Ch$218 million and Ch$188 million, respectively.

 

We lease space in several of our shopping centers in Chile to Empresa el Mercurio S.A.P. Lease payments during 2016, 2015 and  2014 amounted to Ch$101 million, Ch$95 million and Ch$203 million, respectively.

 

The above described transactions were entered into pursuant to our Bylaws and applicable Chilean laws and regulations.

 

For information concerning other transactions such as services rendered please see Notes 9.1 to 9.3 to our Audited Consolidated Financial Statements.

 

C. INTERESTS OF EXPERTS AND COUNSEL

 

Not applicable.

 

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Item 8. Financial Information

 

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.

 

Financial Statements

 

See “Item 18. Financial Statements” and pages F-1 through F-181 for our consolidated financial statements prepared in accordance with IFRS.

 

Legal and Administrative Proceedings

 

We are party to certain legal proceedings in Argentina, Brazil, Chile, Colombia and Peru arising in the normal course of our business, which we believe are routine in nature and incidental to the operation of our business. We do not believe that the outcome of the proceedings to which we currently are party will have a material effect upon our operations or financial condition.

 

Dividends and Dividend Policy

 

Our dividend policy is determined from time to time by our board of directors. It is the Company’s general practice to pay interim and annual dividends in November and May. Dividends are paid to shareholders of record on the fifth Chilean business day preceding the date for the payment of the dividend.

 

As required by the Chilean Corporations Law, unless otherwise approved by unanimous vote of holders of all of our issued and subscribed shares, we must distribute a cash dividend in an amount no less than 30% of the Company’s consolidated net income for that year, unless and except to the extent we have a deficit in retained earnings. We may distribute a cash dividend in an amount greater than 30% if approved by a majority vote of shareholders.

 

Shareholders who are not residents of Chile must register as foreign investors under one of the foreign investment regimes contemplated by Chilean law to receive dividends, sale proceeds or other amount with respect to their shares remitted outside Chile through the Formal Market Exchange. See “Item 10. Additional Information—D. Exchange Controls.” Dividends received in respect of shares of common shares by holders are subject to Chilean withholding tax. See “Item 10. Additional Information—E. Taxation.”

 

B. SIGNIFICANT CHANGES

 

Except as otherwise disclosed in this annual report, there has been no undisclosed significant change since the date of the annual financial statements.

 

Item 9. The Offer and Listing

 

A. OFFER AND LISTING DETAILS

 

Our ADSs have been listed on the NYSE under the symbol “CNCO” since June 22, 2012. The table below sets forth the trading volume and the high and low closing prices in U.S. dollars of our ADSs on the New York Stock Exchange as reported by the New York Stock Exchange.

 

 

 

New York Stock Exchange
(in U.S.$ per ADS)(103)

 

 

 

Trading volume

 

High

 

Low

 

2012 (since June 22, 2012)

 

16,315,454

 

20.99

 

15.10

 

2013

 

17,843,014

 

17.01

 

10.33

 

2014

 

19,308,702

 

10.71

 

6.94

 

2015

 

20,939,325 

 

8.20

 

5.20

 

2016

 

25,726,986 

 

10.11

 

5.30

 

Quarter

 

 

 

 

 

 

 

First Quarter 2015

 

5,596,774

 

7.90

 

6.25

 

Second Quarter, 2015

 

5,678,048

 

8.20

 

7.02

 

Third Quarter, 2015

 

4,030,918

 

7.15

 

5.20

 

Fourth Quarter, 2015

 

5,633,585

 

7.00

 

5.71

 

First Quarter 2016

 

3,035,336

 

7.85

 

5.30

 

Second Quarter, 2016

 

6,212,873

 

8.95

 

7.33

 

Third Quarter, 2016

 

12,040,376

 

9.39

 

8.06

 

Fourth Quarter, 2016

 

4,438,401

 

10.11

 

8.20

 

Month

 

 

 

 

 

 

 

October 2016

 

1,443,467

 

10.11

 

8.72

 

November 2016

 

1,905,612

 

10.00

 

8.62

 

December 2016

 

1,089,322

 

9.00

 

8.20

 

January 2017

 

999,326

 

8.90

 

8.28

 

February 2017

 

857,231

 

9.52

 

8.69

 

March 2017

 

1,237,726

 

9.74

 

8.48

 

April 2017 (through April 25, 2017)

 

1,226,043

 

9.41

 

9.18

 

 


(103)  Except trading volume.

 

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Source: New York Stock Exchange.

 

B. PLAN OF DISTRIBUTION

 

Not applicable.

 

C. MARKETS

 

Our common stock is currently traded on the Santiago Stock Exchange, the Chile Electronic Stock Exchange, and the Valparaíso Stock Exchange. In 2016, the trading volume of our common stock on the different Chilean Stock Exchanges represented 91.3% of the total trading volume of our common stock. On April 25, 2017, the last reported sale price of the shares on the Santiago Stock Exchange was Ch$1,955.

 

Price history of our common shares

 

The table below sets forth the trading volume and the high and low closing sales prices for our common shares on the Santiago Stock Exchange for the periods indicated.

 

 

 

Santiago stock exchange
(in Ch$ per common share)(104)

 

 

 

Trading volume

 

High

 

Low

 

2012

 

690,328,658

 

3,256

 

2,490

 

2013

 

632,394,407

 

3,064

 

1,824

 

2014

 

508,704,038

 

1,980

 

1,410

 

2015

 

593,680,654

 

1,690

 

 1,245

 

2016

 

782,016,461

 

2,225

 

1,315

 

Quarter

 

 

 

 

 

 

 

First Quarter, 2015

 

242,882,187

 

1,640

 

1,279

 

Second Quarter, 2015

 

127,062,897

 

1,664

 

1,460

 

Third Quarter, 2015

 

114,249,276

 

1,540

 

1,245

 

Fourth Quarter, 2015

 

109,451,870

 

1,690

 

1,350

 

First Quarter, 2016

 

140,527,472

 

1,747

 

1,315

 

Second Quarter, 2016

 

139,613,101

 

1,918

 

1,670

 

Third Quarter, 2016

 

356,968,534

 

2,101

 

1,750

 

Fourth Quarter, 2016

 

144,907,354

 

2,225

 

1,820

 

Month

 

 

 

 

 

 

 

October 2016

 

35,976,826

 

2,225

 

1,943

 

November 2016

 

59,556,407

 

2,189

 

1,895

 

December 2016

 

49,374,121

 

2,000

 

1,820

 

January 2017

 

50,158,527

 

1,950

 

1,844

 

February 2017

 

26,377,903

 

1,980

 

1,885

 

March 2017

 

78,101,088

 

2,097

 

1,884

 

April 2017 (through April 25, 2017)

 

41,711,048

 

2,094

 

1,949

 

 

Source: Santiago Stock Exchange.

 

D. SELLING SHAREHOLDERS

 

Not applicable.

 

E. DILUTION

 

Not applicable.

 

F. EXPENSES OF THE ISSUE

 

Not applicable.

 

Item 10. Additional Information

 

A. SHARE CAPITAL

 


(104)  Except trading volume.

 

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Not applicable.

 

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Set forth below is material information concerning our share capital and a brief summary of the significant provisions of our Bylaws and Chilean law. As explained above, our Bylaws effectively serve the purpose of both the articles or certificate of incorporation and the bylaws of a company incorporated in the United States. This description contains all material information concerning shares of our common stock, including summaries of certain provisions of our Bylaws and applicable Chilean law in effect on the date of this annual report. They do not, however, describe every aspect of our shares of common stock, our Bylaws or Chilean law. You are encouraged to review our estatutos (an English translation of which has been filed as an exhibit to this annual report), the Chilean Corporations Law and the Securities Market Law, each referred to below.

 

For more information regarding our share capitalization, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders,” elsewhere in this annual report. There were 2,862,536,947 shares of our common stock, no par value, issued and outstanding as of the date of this annual report.

 

Memorandum and articles of association

 

Set forth below is certain information concerning Cencosud S.A.’s capital stock and a brief summary of certain significant provisions of our Bylaws and Chilean law. You are encouraged to review our Bylaws, which are filed as Exhibit 1.1 of this annual report.

 

Organization and register

 

We are a publicly-held stock corporation (sociedad anónima abierta) organized under the laws of Chile and have an indefinite corporate duration. We were incorporated by a public deed dated November 10, 1978. This abstract is recorded on page 13808 No. 7412 of the Registro de Comercio de Santiago (Commercial Registry of Santiago) for the year 1978. Our corporate purpose, as stated in our Bylaws, is broadly defined to include the purchase, sale, distribution and marketing of goods, as more fully set forth in our Bylaws.

 

Shareholder rights

 

Shareholder rights in Chilean companies are governed generally by a company’s bylaws (which effectively serve the purpose of both the articles, or certificate, of incorporation, and the bylaws of a United States company). Additionally, the Chilean Corporations Law governs the operation of Chilean stock corporations and provides for certain shareholder rights.

 

Shareholder rights can be amended through an agreement adopted in an extraordinary shareholders meeting, which shall subsequently agree upon the corresponding amendment to the bylaws. However, there are certain provisions of Chilean law that cannot be waived by the shareholders, such as the legal formalities prescribed by the Chilean Corporations Law for the organization and validity of a corporation or for the amendment of its bylaws; provisions dealing with the protection of minority shareholders, including the minimum number of board members, the existence of a committee of directors, the list of matters that shareholders may decide upon in an ordinary and/or extraordinary shareholders meeting of the company, the quorum required for the approval of certain supermajority matters; and other public policy provisions, such as the rules for the liquidation of a company, tender offer rules and, generally, all securities market regulations.

 

The Chilean securities markets are principally regulated by the Superintendencia de Valores y Seguros (the Chilean Securities and Insurance Commission) (“SVS”) under the Securities Market Law and the Chilean Corporations Law. These two laws provide for disclosure requirements, restrictions on insider trading and price manipulation, and protection of minority investors. The Chilean Corporations Law clarifies rules and requirements for establishing publicly-held stock corporations while eliminating government supervision of privately-held companies. The Securities Market Law establishes requirements for public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities.

 

Under Articles 12 and 54 and Title XV of the Securities Market Law, certain information regarding transactions in shares of publicly-held corporations must be reported to the SVS and the Chilean exchanges on which such shares are listed. Holders of shares of publicly-held corporations are required to report to the SVS and the Chilean exchanges:

 

·                  any acquisition or sale of shares that results in the holder’s acquiring or disposing of 10% or more of the corporation’s capital; and

 

·                  any acquisition or sale of shares or options to buy or sell shares, in any amount, if made by a holder of 10% or more of the corporation’s capital or if made by a director, liquidator, main officer, general manager or manager of such corporation.

 

·                  In addition, majority shareholders must include in their report whether their purpose is to acquire control of the company or if they are making a financial investment. A beneficial owner of ADSs representing 10.0% or more of our share capital will be subject to these reporting requirements under Chilean law.

 

Persons or entities intending to acquire control of a publicly-held corporation, through means other than through a tender offer (oferta pública de adquisición de acciones), are also required to inform the public of such acquisition at least 10 business days before the date on which the transaction is to be completed, but in any case, as soon as negotiations regarding the change of control begin (i.e., when information and documents concerning the target are delivered to the potential acquirer) through a notice published in two Chilean newspapers, which must disclose, among

 

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other information, the person or entity purchasing or selling and the price and conditions of any negotiations. Prior to such publication, a written communication to such effect must be sent to the SVS and the Chilean exchanges.

 

In addition to the foregoing, Article 54A of the Chilean Securities Market Law requires that within two business days of the completion of the transactions pursuant to which a person has acquired control of a publicly traded company, a notice shall be published in the same newspapers in which the notice referred to above was published and notices shall be sent to the same persons mentioned in the preceding paragraphs.

 

Chilean law does not contain any provision that discriminates against shareholders or prospective shareholders who own a substantial number of shares. However, a special public offering procedure applies should the controlling shareholder of a company decide to increase its stock in the company, according to which the offer must be made to all shareholders on a pro rata basis in proportion to their respective stock.

 

Capitalization

 

Under Chilean law, a corporation increases its capital as soon as the shareholders authorize both the capital increase and the issuance of new stock, provided that the minutes of the corresponding shareholders meeting are put into a public deed, and an abstract of said deed is published in the Official Gazette and registered in the Commercial Registry corresponding to the company’s domicile. In addition, in the case of publicly-held stock corporations, the new shares must be registered in the Securities Registry of the SVS before they may be offered to the public. When a shareholder subscribes for shares, the shares are transferred to such shareholder’s name, and the shareholder is treated as a shareholder for all purposes, except receipt of dividends in the proportion corresponding to the unpaid price of such shares, unless otherwise stipulated in the bylaws of the corporation. The shareholder becomes eligible to receive dividends once such shareholder has paid for the shares. If a shareholder does not pay for shares for which such shareholder has subscribed on or prior to the date agreed upon for payment, the corporation is entitled to auction the shares on the stock exchange, and has a cause of action against the shareholder for the difference between the subscription price and the price received at auction. However, until such shares are sold at auction, the shareholder continues to exercise all the rights of a shareholder (except the right to receive dividends). Authorized shares which have not been paid for within the period ending three years from the date when the capital increase agreement was made at the shareholders’ meeting, are deemed cancelled under Chilean law and are no longer available for sale by the Chilean corporation. At that time, the capital of the corporation is automatically reduced to the amount effectively paid within such period.

 

The Bylaws authorize a single series of common stock, without par value.

 

Director requirements

 

Our Bylaws require the board to consist of nine directors. The entire board is elected every three years. There is no requirement that a director be a shareholder of our Company.

 

Our Bylaws do not contain any provision regarding a mandatory retirement age for directors, nor does Chilean law contain any provision in this respect.

 

According to Chilean Corporations Law, a publicly-held stock corporation (sociedad anónima abierta) can only execute a transaction with a related party whenever such transaction is for the benefit of the corporation, and conforms to price terms and conditions prevailing in the market at the time of its approval.

 

Directors, managers, administrators, main executives or liquidators who have an interest in a related party transaction must immediately inform the board of directors or its proxy of such interest and the transaction must first be approved in accordance with the procedures described below. Non-compliance with these requirements will result in joint and several liabilities for the damages the transaction causes to both the corporation and its shareholders.

 

If the transaction involves a relevant amount (more than 1% of the company’s equity, provided such transaction exceeds the equivalent of 2,000 UF, or in any case if it exceeds the equivalent to 20,000 UF) and the board of directors is not able to determine if it is an arm’s-length transaction, the Board may approve or reject the execution of the transaction, with the abstention of the interested director, or appoint two independent evaluators.

 

If the board of directors approves the transaction, the relevant resolution will be disclosed in the subsequent shareholders’ meeting. The resolution should expressly enumerate the directors that approved the operation.

 

Alternatively, in the case that evaluators are appointed, such evaluators will draft a report to inform the shareholders of the terms and conditions of the transaction, as well as its effect and potential impact on the corporation. The evaluators’ report shall be made available to the shareholders. If shareholders representing at least 5% of the company’s voting stock consider that the transaction is not in the company’s best interest, or if the evaluators’ report differ considerably, they may request that the Board call for an extraordinary shareholders meeting in order to approve or reject the execution of such transaction, in the former case by at least two-thirds of the company’s voting stock. The related party that intends to carry out the operation with the company must provide to the Board all relevant information pertaining to such operation.

 

Notwithstanding the applicable sanctions, the violation of these rules will not affect the validity of the transaction, but will entitle the corporation or the shareholders to request that the defender disgorge profits obtained from the transaction.

 

The following transactions with related parties can be carried out without compliance with the foregoing requirements, after approval by the board of directors:

 

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·                  Transactions that do not involve a significant amount, as described above. All transactions carried out in a 12 month period through one or more acts that are similar or complementary and in which the parties, including related parties, or the purpose are the same will be considered a single transaction.

 

·                  Transactions which are in the ordinary course of business, as determined by the corporation’s policies regarding such matters. In this case, the resolution that establishes such policies or their amendments will be made available to the shareholders at the corporation’s offices and on their web site, if applicable.

 

·                  Transactions between corporations in which the company owns, either directly or indirectly, at least 95% of its counterparty.

 

Borrowings by a director are treated under Chilean law as related party transactions and are subject to the rules set forth above.

 

Pursuant to the Chilean Corporations Law, if the bylaws of a company establish compensation for directors, such compensation must be agreed to in a shareholders meeting. Our Bylaws establish that the directors will be compensated in an amount determined by the annual shareholders meeting, notwithstanding the right of the Board to agree to compensate a director for the performance of any other duty different from his or her duty as a director.

 

Preemptive rights and increases of share capital

 

The Chilean Corporations Law grants certain preemptive rights to shareholders of all Chilean companies. The Chilean Corporations Law generally requires Chilean companies to offer to shareholders the right to purchase a sufficient number of shares or convertible securities to maintain their existing ownership percentage in the company whenever it issues new shares or convertible securities and prior to any sale in the market of its treasury shares of common stock.

 

Pursuant to this requirement, preemptive rights in connection with any future issue of shares will be offered by us to the depositary as the registered owner of the shares underlying the ADSs. However, the depositary will not be able to make such preemptive rights available to holders of ADSs unless a registration statement under the Securities Act is effective with respect to the underlying shares or an exemption from the registration requirements thereunder is available.

 

We intend to evaluate, at the time of any preemptive rights offering after the date hereof, the practicality under Chilean law in effect at the time of making such rights available to our ADS holders, as well as the costs and potential liabilities associated with registration of such rights and the related shares of common stock under the Securities Act, and the indirect benefits to us of thereby enabling the exercise by all or certain holders of ADSs of their preemptive rights and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such registration statement. We cannot assure you that any registration statement would be filed. If we do not file a registration statement and no exemption from the registration requirements under the Securities Act is available, the Depositary will sell such holders’ preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost of such sale. In the event that the Depositary is not able, or determines that it is not feasible, to sell such rights at a premium over the cost of any such sale, all or certain holders of ADSs may receive no value for such rights. Non-U.S. holders of ADSs may be able to exercise their preemptive rights regardless of whether a registration statement is filed. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of shares of common stock underlying such ADSs could result in such holders not maintaining their percentage ownership of the common stock following such preemptive rights offering unless such holder made additional market purchases of ADSs or shares of common stock.

 

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a period that cannot be less than 30 days following the grant of such rights. During such period, and for an additional 30-day period thereafter, a Chilean corporation is not permitted to offer any unsubscribed shares for sale to third parties on terms which are more favorable than those offered to its shareholders. At the end of such additional 30-day period, a Chilean open stock corporation is authorized to sell unsubscribed shares to third parties on any terms, provided they are sold on a Chilean stock exchange. Unsubscribed shares that are not sold on a Chilean stock exchange can be sold to third parties only on terms no more favorable for the purchaser than those offered to shareholders.

 

Dividend and liquidation rights

 

In accordance with Chilean law, we must distribute mandatory cash dividends of 30% of our consolidated net income unless otherwise decided by a unanimous vote of the holders of the Shares. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividends and Dividend Policy.”

 

At our option, the portion of any dividend which exceeds the mandatory limits established pursuant to Chilean law may be paid in cash, in our shares or in shares of corporations owned by us. Shareholders who do not expressly elect to receive a dividend other than in cash are legally presumed to have decided to receive the dividend in cash. Our ADS holders may, in the absence of an effective registration statement under the Securities Act or an available exemption from the registration requirement thereunder, effectively be required to receive a dividend in cash. See “—Preemptive rights and increases of share capital” above.

 

Those dividends not collected by the shareholders entitled thereto lapse five years after the payment date, with the funds going to the Chilean Treasury.

 

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In the event of a liquidation of our company, the holders of fully paid shares of common stock would participate in the assets available after payment of all creditors in proportion to the number of shares held by them.

 

Shareholders’ meetings and voting rights

 

We hold our annual shareholders meeting during the first fourth months of each year. Extraordinary shareholders meetings may be called by the board of directors when deemed appropriate or when requested by shareholders representing at least 10% of the issued voting shares or by the SVS. Notice to convene the annual shareholders meeting or an extraordinary shareholders meeting is given by means of a notice in a newspaper published in Cencosud’s corporate domicile (currently Santiago) or in the Official Gazette in a prescribed manner. Notice must also be mailed to each shareholder and given to the SVS 15 days in advance of the meeting.

 

The quorum for a shareholders’ meeting is established by the presence, in person or by power of attorney, of shareholders representing at least the absolute majority of our issued voting shares. If a quorum is not present at the first meeting, the meeting can be reconvened and upon the meeting being reconvened, shareholders present at the reconvened meeting are deemed to constitute a quorum regardless of the percentage of the shares represented. However, if a shareholders’ meeting is called for the purpose of considering:

 

·                  a change of our organization, merger or division,

 

·                  an amendment to the term of duration or early dissolution,

 

·                  a change in our corporate domicile,

 

·                  a decrease of our corporate capital,

 

·                  approval of capital contributions in assets other than cash and their assessments,

 

·                  modification of the authority reserved to shareholders meetings or limitations on the Board of Directors,

 

·                  reduction in the number of members of our Board of Directors,

 

·                  the sale, transfer or disposition of 50% or more of assets, either including or excluding its corresponding liability, or the formulation or modification of any business plan which contemplates the sale, transfer or disposition of our assets in such amount, the sale of 50% or more of the assets of an affiliate that represents at least 20% of the assets of the corporation, as well as any sale of its shares which would result in us ceasing to be in control of such subsidiary,

 

·                  the form of distributing corporate benefits,

 

·                  the granting of a guaranty by us of liabilities of any third-party other than a subsidiary, in an amount exceeding 50% of our total assets,

 

·                  our purchase of our issued stock in accordance with articles 27A and 27B of Law No. 18,046,

 

·                  the amendment of any formal defects in our Bylaws which may nullify our incorporation, or any amendment of the Bylaws referring to one or more of the matters indicated above,

 

·                  the approval of our ceasing to be subject to the regulations applicable to publicly held corporations in the event we no longer meet the requirements under Chilean law to qualify as such a corporation, or the establishment of the right for our controller to acquire the shares of minority shareholders after a tender offer, in the terms set forth in paragraph 2 of article 71 bis of Law No. 18,046,

 

·                  the approval or ratification of contracts or agreements with related parties, in accordance with articles 44 and 147 of Law No. 18,046, or

 

·                  other matters as may be set forth in our Bylaws.

 

The vote required at such meeting is a two-thirds majority of the issued common stock.

 

Additionally, the amendment of our Bylaws aimed at the creation, modification, extension or suppression of preferential rights, must be approved with the favorable vote of two-thirds of the shares of the affected series.

 

Chilean law does not require a publicly-held Chilean company to provide the level and type of information that United States securities laws require a reporting company to provide to its shareholders in connection with a solicitation of proxies. Under Chilean law, a notice of a shareholders’ meeting listing the matters to be addressed must be mailed to shareholders and the SVS not fewer than 15 days prior to the date of a meeting. In cases of an Annual Shareholders’ Meeting, an annual report of our activities, which includes our audited financial statements, must also be mailed to shareholders.

 

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The Chilean Corporations Law provides that whenever shareholders representing 10% or more of the issued voting shares so request, a Chilean company’s annual report must include within the materials dispatched by the board of directors to shareholders, the comments and proposals of such shareholders in relation to the company’s affairs. Similarly, the Chilean Corporations Law provides that whenever the board of directors of a publicly-held company convenes a meeting of shareholders and solicits proxies for the meeting, information supporting its decisions or other similar materials, it is obligated to include the pertinent comments and proposals that may have been made by shareholders owning 10% or more of the company’s voting shares who request that such comments and proposals be so included.

 

Only shareholders registered in the Shareholders’ Registry as such at least five Chilean business days prior to the date of a shareholders meeting are entitled to attend and vote their shares. A shareholder may appoint by power of attorney another individual (who need not be a shareholder) as its attorney-in-fact to attend and vote on its behalf. Every shareholder entitled to attend and vote at a shareholders meeting shall have one vote for every share subscribed.

 

Right of dissenting shareholders to tender their shares

 

The Chilean Corporations Law provides that upon the adoption at an extraordinary shareholders meeting of any of the resolutions enumerated below, dissenting shareholders acquire a right of redemption to force the company to repurchase their shares, subject to the fulfillment of certain terms and conditions.

 

“Dissenting” shareholders are defined as those which vote against a resolution which results in the redemption right, or if absent at such a meeting, those who state in writing to the company their opposition to the respective resolution. Dissenting shareholders must perfect their redemption rights by tendering their stock to the company within 30 days of the resolution (except in the case of pension fund shareholders as discussed below).

 

The price paid to a dissenting shareholder of a publicly-held company for such shares is the weighted average of the closing sales prices for the shares as reported on the stock exchanges for the two-month period preceding the event giving rise to the redemption right.

 

The resolutions that result in a shareholder’s redemption right are the following:

 

·                  our transformation into a different type of legal entity;

 

·                  our merger with or into another company;

 

·                  the disposition of 50% or more of our assets, whether or not that sale includes our liabilities or the proposal or amendment of any business plan involving the transfer of more than 50% of our assets; and the sale of 50% or more of the assets of an affiliate which represents at least 20% of the assets of the corporation, as well as any sale of its shares which would result in us ceasing to be in control of such subsidiary;

 

·                  the granting of security interests or personal guarantees to secure or guarantee third parties’ obligations exceeding 50% of our assets, except with regard to security interests or personal guarantees, which are granted to secure or guarantee obligations of our subsidiaries;

 

·                  the creation of preferential rights for a class of shares or an amendment to those already existing, in which case the redemption right only accrues to the dissenting shareholder of the class or classes of shares adversely affected;

 

·                  the amendment of our Bylaws to correct any formal defect in our incorporation, which might cause our Bylaws to become null and void, or any amendment of our Bylaws that grants a shareholder a redemption right;

 

·                  the approval by our shareholders of our ceasing to be subject to the regulations applicable to publicly held corporations in the event we no longer meet the requirements under Chilean law to qualify as such a corporation; and

 

·                  any other causes as may be established by Chilean law and our Bylaws (our Bylaws currently do not establish any instances).

 

In addition, shareholders of a publicly held corporation have a redemption right if a person acquires two-thirds or more of the outstanding voting stock of the company and does not make a tender offer for the remaining shares within 30 days of that acquisition at a price not lower than the price that would be paid shareholders exercising their redemption rights.

 

However, the right of redemption described in the previous sentence does not apply in the event the company reduces its capital as a result of not having fully subscribed and paid an increase of capital within the statutory term.

 

Finally, shareholders of a publicly held corporation have the right of redemption within 30 days after the date when the controller acquires more than 95% of the shares of the company. These redemption rights must be exercised within 30 days.

 

C. MATERIAL CONTRACTS

 

See “Item 4. Information on the Company—B. Business Overview—Material Agreements.”

 

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D. EXCHANGE CONTROLS

 

Foreign Exchange Controls

 

Chile

 

The Chilean Central Bank is the entity responsible for monetary policies and exchange controls in Chile. Chilean issuers are authorized to offer securities internationally provided they comply with, among other things, the provisions of Chapter XIV of the Compendium of Foreign Exchange Regulations of the Chilean Central Bank (the “Chilean Central Bank Compendium”).

 

Pursuant to the provisions of Chapter XIV of the Chilean Central Bank Compendium, it is not necessary to seek the Chilean Central Bank’s prior approval in order to acquire shares in a Chilean market. The Chilean Central Bank only requires that (i) the remittance of funds for the acquisition of the shares in Chile be made through the Formal Exchange Market and disclosed to the Chilean Central Bank as described below; and (ii) all remittances of funds from Chile to the foreign investor upon the sale of shares or from dividends or other distributions made in connection therewith be made through the Formal Exchange Market and disclosed to the Chilean Central Bank as described below.

 

The proceeds of the placement of the shares abroad may be brought into Chile or held abroad. If we remit the funds obtained from the placement of the shares in Chile, such remittance must be made through the Formal Exchange Market and we must deliver to the Department of Statistics Information of the Chilean Central Bank directly or through an entity participating in the Formal Exchange Market an annex providing information about the transaction, together with a letter instructing such entity to deliver us the foreign currency or the Chilean peso equivalent thereof. If we do not remit the funds obtained from the placement of the shares in Chile, we have to provide the same information to the Department of Statistics Information of the Chilean Central Bank directly or through an entity of the Formal Exchange Market, within the first 10 days of the month following the date on which we received the funds. All payments from dividends or other distributions in connection with the shares made from Chile must be made through the Formal Exchange Market. Pursuant to Chapter XIV of the Chilean Central Bank Compendium, no prior authorization from the Chilean Central Bank is required for such payments in U.S. dollars. The participant of the Formal Exchange Market involved in the transfer must provide certain information to the Chilean Central Bank on the banking business day following the day of payment. In the event payments are made outside Chile using foreign currency held abroad, we must provide the relevant information to the Chilean Central Bank directly or through an entity of the Formal Exchange Market within the first 10 days of the month following the date on which the payment was made.

 

Under Chapter XIV of the Chilean Central Bank Compendium, payments and remittances of funds from Chile are governed by the rules in effect at the time the payment or remittance is made. Therefore, any change made to Chilean laws and regulations after the date hereof will affect foreign investors who have acquired the shares. We cannot assure you that further Chilean Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent us from acquiring U.S. dollars or that further restrictions applicable to us will not affect our ability to remit U.S. dollars for payment of dividends or other distributions in connection with the shares.

 

The above is a summary of the Chilean Central Bank’s regulations with respect to the issuance of securities, including the shares, as in force and effect as of the date of this annual report. We cannot assure you that restrictions will not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of Chapter XIV of the Chilean Central Bank Compendium, a copy of which is available from us upon request at the following address Avenida Kennedy 9001, Piso 6, Las Condes, Santigo, Chile.

 

Argentina

 

In the past, the Argentine Government has imposed exchange controls and restrictions on the transfer of foreign currency in response to capital flight and the significant devaluation of the peso at that time, substantially limiting the ability of companies to hold foreign currency or make payments abroad. Although many of these exchange controls and restrictions on transfers were subsequently suspended or largely eased, in June 2005 the Argentine Government, through Decree No. 616/2005, established new controls on the entry and exit of capital through the creation of the “Encaje” (mandatory 365-day deposit on 30% of funds transferred to local accounts), which resulted in a smaller availability of international credit. In addition, at the end of 2011 the government implemented new measures restricting access to the Mercado Único y Libre de Cambio (“MULC”), limiting the sale of foreign currency to nonresidents for the repatriation of direct investments, and the transfers of funds to acquire foreign assets by residents. Nevertheless the Macri´s Administration is gradually moving in a direction to lift the abovementioned restrictions.

 

General provisions on financial debt

 

According to the Banco Central de la República Argentina (the “BCRA”) Communication “A” 6037, as supplemented, financial external debts of the non-financial private sector, the financial sector and local governments are not subject to the obligation to enter and settle the funds in the MULC.

 

Investments by non-residents Argentine

 

In accordance with BCRA Communication “A” 6037, as supplemented, financial entities may grant access to the MULC to non-residents (a) to be credited in local accounts without any limits or restrictions, (b) for the transfer to their own accounts abroad of funds collected in the country to the extent that they have documentation that reasonably demonstrates that funds are, among others: (i) repatriations of direct investments in the non-financial private sector, in companies that are not controlling for local financial entities, and/or in real estate properties, to the extent that the foreign beneficiary is a natural or legal person residing or incorporated or domiciled in domains, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” in accordance with the provisions of Section 1 of Decree No. 589/13, and amending rules; and (ii) income on, and sales of portfolio investments to the extent that the foreign beneficiary is a natural or legal person residing or domiciled in domains,

 

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jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” in accordance with the provisions of Section 1 of Decree No. 589/13, and amending rules. These repatriations of portfolio investments include, among others: portfolio investments in shares and participations in local companies, investments in mutual funds and local trusts, purchase of portfolios of loans granted to residents by local banks, purchase of invoices and promissory notes for local commercial operations, notes, investments in local bonds issued in pesos and in foreign currency payable locally, and purchases of other internal credits.

 

Repatriation of funds held in foreign accounts of Argentine residents are not subject to restrictions. The transfer must be made from an account of the Argentine resident abroad to a bank account of its own in Argentina.

 

Foreign investments by Argentine residents

 

Local residents are allowed to access the MULC without prior authorization of the Central Bank in order to: (i) make direct investments abroad; (ii) make foreign portfolio investments abroad; (iii) grant loans to non-residents; (iv) purchase and sell traveler’s checks; (v) purchase foreign currency locally for general purposes; and (vi) purchase foreign currency to make transfers to other local residents.

 

In the case of purchases of foreign currency to be transferred abroad, the transfer cannot be made to an account in a jurisdiction that is not considered as collaborator for fiscal transparency purposes or to countries and territories that do not follow the FATF guidelines.

 

Criminal foreign exchange regime

 

Pursuant to the provisions of Central Bank Communication “A” 6037, foreign exchange transactions may only be carried out through financial institutions authorized to do so by the Central Bank (e.g., financial institutions and foreign exchange bureaus). Central Bank Communication “A” 6037 further provides that any transactions that fail to comply with the applicable requirements will be subject to the penalties set forth in the Criminal Foreign Exchange Regime set by Law No. 19,359.

 

For a complete detail of all foreign exchange restrictions, investors should consult with their own legal and financial advisors. Additionally, the review of Executive Order No. 616/2005, MEP Resolution No. 365/2005, Law No. 19,359 and their amending and supplementing regulations is suggested.

 

Brazil

 

General rules

 

The basic law regulating foreign investment was enacted in 1962 (Law No. 4131) and was amended in 1964 (Law No. 4390). Foreign investment is not subject to government approvals or authorizations, and there are no requirements regarding minimum investment or local participation in capital (except in very limited cases such as in financial institutions, insurance companies and other entities subject to the regulating authority of the Central Bank of Brazil). Foreign participation, however, is limited or prohibited in limited areas of activities, including those detailed below.

 

The Central Bank of Brazil is the agency responsible for: (i) managing the day-today control over foreign capital flow in and out of Brazil (risk capital and loans under any form); (ii) setting forth the administrative rules and regulations for registering investments; (iii) monitoring foreign currency remittances; and (iv) allowing repatriation of funds. It has no jurisdiction over the quality of the investment and cannot restrict the remittances of funds resulting from the risk capital or loan, which are based on a registration with the Central Bank, through its Electronic System of Registration.

 

In the event of a serious balance of payment deficit, the Central Bank may limit profit remittances and prohibit remittances as capital repatriation for a limited period of time. This limitation, however, has never been applied even during Brazil’s most difficult balance of payments problems.

 

Foreign investments in currency must be officially channeled through financial institutions duly authorized to deal in foreign exchange (e.g. commercial banks). Foreign currency must be converted into Brazilian currency and vice-versa through the execution of an exchange contract with a commercial bank. Foreign investments may also be made through the contribution of assets and equipment intended for the local production of goods or services.

 

Foreign exchange market

 

Brazil previously operated with two official exchange rate markets, the commercial and floating rate markets, both of which were regulated and monitored by the Central Bank. Participation in a particular market was determined by the nature of the remittance of funds to be made.

 

In March, 2005 the Central Bank unified both markets and enacted more flexible exchange rules. As a consequence, remittances of funds in and out of Brazil now flow through one single exchange market regardless of the nature of the payments.

 

Foreign investment registration

 

Foreign investments in currency or in assets and equipment must be registered with the Central Bank of Brazil. Such registration grants the foreign investor the right to remit dividends and interest and to repatriate the investment. As of August 2000, foreign investments in capital must be

 

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registered with the Electronic System of Registration of the online data system of the Central Bank of Brazil (the “SISBACEN Data System”). Since February 2001, foreign loans are also subject to registration in the SISBACEN Data System.

 

The amount registered with the Central Bank of Brazil as foreign investment includes the sum of (i) the original investment (whether in cash or in kind); (ii) subsequent additional investments (including the capitalization of credits); and (iii) eventual profit reinvestments. This aggregate amount constitutes the basis for repatriation of capital and computation of any eventual capital gain tax, as explained below.

 

Profit remittance

 

Since January 1996, profits paid by a Brazilian company to a foreign investor are not subject to any withholding tax. The foreign currency to be remitted must be purchased in the exchange market directly from any commercial bank, upon presentation of the corporate act declaring the dividends, the pertinent financial statements, proof of the tax payment and the registration in the SISBACEN Data System. No further approval or consent of the Central Bank is necessary and there is no limitation on the amounts to be remitted if the original investment has been registered with the Central Bank as described above.

 

Repatriation of capital

 

Foreign capital invested in Brazil may be repatriated at any time and there is no minimum period of investment. Repatriation of the investment within the amount stated in the SISBACEN Data System may be made free of any tax or authorization. In principle, any excess over the registered amount will be treated as a capital gain, subject to a 15% withholding tax (such rate is increased to 25% in case of investors residing in tax havens) and prior (and discretionary) approval of the Central Bank.

 

In accordance with a common practice of the Central Bank of Brazil, whenever the total or partial repatriation of capital is sought upon the sale of an investment, the book value of the foreign investment (based on the financial statements of the company which received the investment) will be compared against the amount registered in foreign currency. If the book value is lower than the registered foreign investment, the remittance abroad of any amount exceeding the book value may be understood by the Central Bank as a capital gain, and, as such, subject to a 15% tax.

 

Other forms of funding Brazilian subsidiaries

 

The Brazilian foreign debt challenges, combined with other circumstances, forced the market to find various ways to fund Brazilian companies through the issuance of notes and bonds, as well as commercial paper placed outside Brazil under private and public placements. In recent years, the Central Bank has authorized a great volume of issues of bonds, fixed rate notes, floating rate notes, commercial papers and fixed or floating rate certificates of deposit, to be traded abroad. Nonetheless, foreign loans with maturity of less than ninety days are currently subject to a financial transactions tax. Interest paid to foreigners is subject to a 15% withholding tax (such rate is increased to 25% in case of creditors residing in tax heavens). Another source of funding has been the issue of ADRs—American Depositary Receipts and IDRs—International Depositary Receipts.

 

Peru

 

At the beginning of the 1990s, former President Alberto Fujimori liberalized price and wage controls in the private sector and eliminated all restrictions on capital flows. Since March 1991, there have been no exchange controls in Peru and all foreign exchange transactions are based on market rates. Prior to March 1991, the Peruvian foreign exchange market consisted of several alternative exchange rates. During the last two decades, the Peruvian currency has experienced a significant number of large devaluations and Peru has consequently adopted and operated under various exchange rate control practices and exchange rate determination policies, ranging from strict control over exchange rates to market-determination of rates. Current Peruvian regulations on foreign investment allow the foreign holders of equity shares and fixed income instruments to receive and repatriate 100% of the proceeds of the investment. Such investors are allowed to purchase foreign exchange at free market exchange rates through any member of the Peruvian banking system.

 

Colombia

 

Foreign Investment and Exchange Controls in Colombia

 

Although the exchange market flows freely, there are exchange regulations that establish those exchange operations that must be channeled through the exchange market, the procedures and penalties for infringement.

 

The rules applicable on exchange matters are issued jointly by Congress, the Government and the Central Bank. The main regulations on foreign investment and international exchange (“Exchange Regulations”) are set forth in Law 9 of 1991, Decree 2080 of 2000, External Resolution No. 8 of 2000 and Regulation DCIN-83. The law requires all foreign investment to be registered at the Central Bank.

 

The Central Bank is responsible for Exchange Regulations and managing, recording and authorizing changes in foreign investment. In turn, the Superintendency of Companies is responsible for overseeing compliance with the provisions on foreign investment set forth in the Exchange Regulations. Such foreign investment is divided into (1) direct foreign investment, and (2) portfolio foreign investment.

 

The foreign investment registered with the Central Bank grants the investor the following rights, known as “exchange rights”:

 

a)             The possibility of repatriating the profits from the registered investment.

b)             The possibility of reinvesting such profits in Colombia.

 

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c)              The possibility of repatriating sums resulting from the transfer of the investment within the country, the liquidation of the company or the portfolio and/or the reduction of the equity of the recipient company.

 

Foreign Indebtedness

 

The foreign currency received or paid as a consequence of a credit operation must be channeled through the exchange market. In addition, prior to or simultaneously with the disbursement, it will be required to report the foreign debt to the Central Bank through the exchange market intermediaries.

 

Up until October 28, 2011, Colombian residents could only obtain credits in foreign currency from foreign financial institutions, foreign market intermediaries or through the placement of securities in international capital markets. Since that date, the Central Bank allowed indebtedness with any foreign third party, including related parties. These modalities are considered liability credits since the debtor is a Colombian resident.

 

On the other hand, Colombian residents may grant loans in foreign currency to non-residents and this modality is called active credits since the creditor is a Colombian resident.

 

E. TAXATION

 

General

 

The following discussion summarizes the material Chilean tax and U.S. federal income tax consequences to beneficial owners arising from the purchase, ownership and disposition of the common stock and ADSs. The summary does not purport to be a comprehensive description of all potential Chilean tax and U.S. federal income tax considerations that may be relevant to a decision to purchase, own or dispose of the common stock and ADSs and is not intended as tax advice to any particular investor. This summary does not describe any tax consequences arising under the laws of any state, locality or other taxing jurisdiction other than Chile and the United States. There is currently no income tax treaty in force between the United States and Chile.

 

Prospective purchasers of the common stock and ADSs should consult their own tax advisors as to the Chilean, United States or other tax consequences of the purchase, ownership and disposition of the common stock and ADSs in their particular circumstances, as well as the application of state, local, foreign or other tax laws.

 

Chilean tax considerations

 

The following section is the opinion of Morales y Besa Abogados Limitada as to the material Chilean income tax laws presently in force, including Ruling No. 324 of January 29, 1990 of the Chilean Internal Revenue Service and other applicable regulations and rulings. The discussion summarizes the material Chilean income tax consequences of an investment in the ADSs or shares of common stock received in exchange for ADSs by an individual who is not domiciled in or a resident of Chile or a legal entity that is not organized under the laws of Chile and does not have a permanent establishment located in Chile, which we refer to as a foreign holder. For purposes of Chilean law, an individual holder is a resident of Chile if he or she has remained in Chile for more than six months in one calendar year or for a total of more than six months in two consecutive tax years. An individual holder is domiciled in Chile if he or she resides in Chile with the purpose of staying in Chile (such purpose to be evidenced by circumstances such as the acceptance of employment within Chile or the relocation of his or her family to Chile). This discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation.

 

Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another statute. In addition, the Chilean tax authorities issue rulings and regulations of either general or specific application interpreting the provisions of Chilean tax law. Pursuant to Article 26 of the Chilean Tax Code, Chilean taxes may not be assessed retroactively against taxpayers who in good faith relied on such rulings, regulations and interpretations, but Chilean tax authorities may change such rulings, regulations and interpretations prospectively. On February 4, 2010, a comprehensive income tax treaty between the United States and Chile (the “Proposed U.S.-Chile Treaty”) was signed, however such treaty has not yet been ratified by each country and therefore is not yet effective. It is unclear at this time when such treaty will be ratified by both countries.. You should consult your tax adviser regarding the ongoing status of this treaty, and if ratified the impact such treaty would have on the consequences described in this annual report.

 

Law No. 20,780, 2014 and Law No. 20,899, 2015 established a tax reform to be adopted gradually, with full effectiveness as of January 1st, 2017. The law raises the corporate tax rate for companies domiciled in Chile up to 25% or 27%, depending on the regime companies adopt.  The two tax regimes the law sets forth are as follows:

 

·                                          Regime A, the “attributed tax regime” levies a 25% tax rate on income earned by companies in each tax year, which shall be directly allocated to their shareholders, partners or owners regardless of whether an actual distribution is made. An imputation credit of 25% for the corporate tax paid on such attributed taxable income is available.

 

·                                          Regime B, the “partially integrated regime” levies a 27% tax rate (25.5% in 2017) on income earned by companies.  Under this regime, shareholders, partners or owners are allowed to defer withholding tax until such benefits are effectively distributed, but it only allows use of a 65% credit of the taxes paid by the company, unless the shareholder is domiciled or resident in a tax-treaty jurisdiction.

 

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In effect, under Regime B, taxpayers resident or domiciled in countries with which Chile has a double taxation treaty in force are able to credit 100% of the corporate tax paid against withholding tax when a dividend is paid. This applies to any double taxation treaty that has been signed as of January 1, 2017, even if the agreement is not yet in force (e.g. United States). This transition rule is effective only until December 31, 2019. Taxpayers resident in countries with which Chile does not have a double taxation treaty in force are able to credit only 65% of the corporate tax paid.

 

In other words, if the shareholder is a resident in a tax treaty country, the full imputation credit is granted, resulting in an aggregate effective 35% tax rate. If the shareholder is a resident in a non-tax treaty country 35% surtax will be imposed on the imputation credit amount, resulting in an aggregate effective 44.45% tax rate.

 

Since January 1, 2017, when the two new regimes entered into force, companies with one or more shareholders, partners or owners that are legal entities domiciled or resident in Chile, such as Cencosud, are subject to the Partially Integrated Regime (Regime B).

 

Cash dividends and other distributions

 

Cash dividends paid by us with respect to the ADSs or shares of common stock held by a Foreign Holder will be subject to a 35.0% Chilean withholding tax, which is withheld and paid over by us to the Chilean Treasury. We refer to this as the Chilean withholding tax. A credit against the Chilean withholding tax is available based on the level of corporate income tax, or first category tax, actually paid by us on the taxable income to which the dividend is imputed; however, this credit does not reduce the Chilean withholding tax on a one-for-one basis because it also increases the base on which the Chilean withholding tax is imposed. In addition, distribution of book income in excess of retained taxable income is subject to the Chilean withholding tax, but such distribution is not eligible for the credit.

 

The foregoing tax consequences apply to cash dividends paid by us. Dividend distributions made in property (other than shares of common stock) will be subject to the same Chilean tax rules as cash dividends.

 

Capital gains

 

Gains realized on the sale, exchange or other disposition by a foreign holder of ADSs (or ADRs evidencing ADSs) will not be subject to Chilean taxation, provided that such disposition occurs outside Chile. The deposit and withdrawal of shares of common stock in exchange for ADRs will not be subject to any Chilean taxes.

 

Gains recognized on a sale or exchange of shares of common stock received in exchange for ADSs (as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a foreign holder will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter)

 

The tax basis of shares of common stock received in exchange for ADSs will be the acquisition value of such shares, adjusted according to the domestic inflation variation between the month preceding the acquisition and the month preceding the sale. The valuation procedure set forth in the Deposit Agreement, which values shares of common stock that are being exchanged at the highest price at which they trade on the Santiago Stock Exchange on the date of the exchange, generally will determine the acquisition value for this purpose. Consequently, the conversion of ADSs into shares of common stock and sale of such shares of common stock for the value established under the Deposit Agreement will not generate a capital gain subject to taxation in Chile, as long as the sale price is equal to the acquisition price fixed at the moment of the conversion. In the event that the sale price is greater than the acquisition price, said capital gain will be subject to the first category tax and the withholding taxes mentioned above.

 

The distribution and exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Amounts received in exchange for the shares or assignment of preemptive rights relating to the shares will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter to the extent described above).

 

If the Proposed U.S.-Chile Treaty becomes effective, it may further restrict the amount of Chilean tax, if any, imposed on gains derived from the sale or exchange of shares of common stock by U.S. residents eligible for the benefits of the treaty. If the Proposed U.S.-Chile Treaty becomes effective, U.S. investors should consult their tax advisors as to the applicability of the Treaty in their particular circumstances.

 

The Chilean Internal Revenue Service has not enacted any rule nor issued any ruling about the applicability of the following norms to the foreign holders of ADRs.

 

Pursuant to an amendment to the Chilean Income Tax Law published on November 7, 2001 (Law No. 19,768, amended by Law 20,448, dated August 13, 2010), the sale and disposition of shares of Chilean public corporations which are actively traded on stock exchanges is exempted from Chilean taxes on capital gains if the sale or disposition was made on a local stock exchange so long as the shares were purchased on a public stock exchange. However, Law N°20,448 limited this benefit to shares acquired and sold on a local stock exchange, with which it is unlikely that it will apply to the sale of share resulting from an exchange of ADSs. Investors who request delivery of ADSs in the form of shares of common stock should consult with their tax advisor to determine whether such shares will be eligible for the foregoing exemption.

 

Exempt capital gains—article 107 of the Chilean income tax law

 

According to article 107 of the Chilean Income Tax Law, gains derived from the sale or transfer of shares of publicly-traded companies organized in Chile that are actively traded in a stock exchange, as defined in the relevant regulation, are exempt of taxes in Chile, provided that the following requirements are met:

 

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·           The seller must have acquired the shares: (a) in a Chilean stock exchange authorized by the Chilean Superintendency of Securities and Insurance; (b) pursuant to a regulated tender offer carried out according to Title XXV of the Chilean Securities Market Law; (c) at the time of incorporation of the corporation or pursuant to a capital increase; (d) pursuant to the exchange of public traded securities convertible in shares (in this case the acquisition cost of the shares corresponds to the exchange price), or (e) in a redemption of securities from certain mutual funds;

 

·           The shares must be sold: (a) in a stock exchange authorized by the Chilean Superintendency of Securities and Insurance; (b) pursuant to a regulated tender offer, or (c) in a contribution of securities on certain mutual funds.

 

The exemption under analysis also applies if the sale or transfer of shares is executed within 90 days following the day in which they were no longer considered as actively traded. In such case, the profit exempted from Chilean taxes will be up to the average price of shares within the last 90 days in which they were actively traded. Any profit above the average price will be subject to the general tax regime applicable to the transfer of shares.

 

For these purposes, shares are considered to be significantly traded on a Chilean stock exchange (presencia bursátil) when they (1) are registered in the securities registry kept by the SVS, (2) are registered in a Chilean Stock Exchange; and (3) fulfill at least one of the following requirements: (i) have an adjusted presence equal to or above 25%; or (ii) have a “Market Maker”, as such term is defined in the Norma de Carácter General No. 327, issued by the SVS on January 17, 2012. Accordingly, shares are considered to have a “Market Maker” if the issuer thereof has entered into an agreement with at least one stock broker, and such agreement complies with the requirements set forth in the aforementioned Norma de Carácter General No. 237. Currently, our shares are considered to be significantly traded on a Chilean stock exchange.

 

Other Chilean taxes

 

No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder but such taxes generally will apply to the transfer at death or by a gift of shares of common stock by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares of common stock.

 

Withholding tax certificates

 

Upon request, we will provide to foreign holders appropriate documentation evidencing the payment of the Chilean withholding tax.

 

Material United States Federal Income Tax Considerations

 

The following is a discussion as to the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our ADSs under currently applicable law. It does not address any aspect of U.S. federal gift or estate tax, the Medicare tax on net investment income, the alternative minimum tax or the state, local or foreign tax consequences of an investment in our ADSs. This discussion applies to you only if you hold and beneficially own our ADSs as capital assets for tax purposes (generally, property held for investment). This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

 

·        dealers in securities or currencies;

 

·        traders in securities that elect to use a mark-to-market method of accounting for securities holdings;

 

·        banks or other financial institutions;

 

·        insurance companies;

 

·        tax-exempt organizations;

 

·        partnerships and other entities treated as partnerships for U.S. federal income tax purposes or persons holding ADSs through any such entities;

 

·        real estate investment trusts;

 

·        regulated investment companies;

 

·        persons that hold ADSs as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;

 

·        U.S. holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar; or

 

·        persons who actually or constructively own 10.0% or more of the total combined voting power of all classes of our shares (including ADSs) entitled to vote.

 

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies in part on our assumptions regarding the projected value of our shares and the nature of our

 

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business. Finally, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

 

You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

 

For purposes of the U.S. federal income tax discussion below, you are a “U.S. holder” if you beneficially own our ADSs and are:

 

·            an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

 

·            a corporation that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

·            an estate the income of which is subject to U.S. federal income tax regardless of its source; or

 

·           a trust, if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person.

 

Except where specifically described below, this discussion assumes that we are not a not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes. For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ADSs, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.

 

U.S. Holders

 

ADSs. If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying shares that are represented by such ADSs. Accordingly, deposits or withdrawals of shares for ADSs will not be subject to U.S. federal income tax.

 

Distributions on our ADSs. Since January 1, 2017, Cencosud is subject to Chile’s Partially Integrated Regime (“Regime B”), which may affect the U.S. federal income tax treatment of distributions on our ADSs. See “Item 10. Additional Information—E. Taxation—Chilean tax considerations” above. Cash distributions (including amounts withheld to pay Chilean withholding taxes) made by us to or for the account of a U.S. Holder with respect to ADSs generally will be taxable to such U.S. Holder as ordinary dividend income when such distribution is paid, actually or constructively, out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of our current or accumulated earnings and profits will be treated first as a non-taxable return of capital reducing such U.S. Holder’s adjusted tax basis in the ADSs. Any distribution in excess of such U.S. Holder’s adjusted tax basis will be treated as capital gain and will be long-term capital gain if the U.S. Holder held the ADSs for more than one year. Because we do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes.

 

The amount of the dividend distribution includible in gross income of a U.S. Holder will be the U.S. dollar value of the Chilean pesos payments made, determined at the spot peso/U.S. dollar rate on the date such dividend distribution is includible in the gross income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars.  Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in gross income to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income as discussed below.

 

A U.S. Holder will be entitled, subject to a number of complex limitations and conditions, including a minimum holding period requirement, to claim a U.S. foreign tax credit in respect of the net amount of Chilean withholding taxes imposed on dividends received on our ADSs (after taking into account the credit for any first category tax, as described above under “Item 10, Additional Information—E. Taxation—Chilean Tax Considerations—Cash dividends and other distributions”). U.S. Holders who do not elect to claim a foreign tax credit with regard to any foreign income taxes paid or accrued during the taxable year may instead claim a deduction in respect of such withholding taxes. Dividends received with respect to the ADSs will be treated as foreign source income, which may be relevant in calculating such U.S. Holder’s U.S. foreign tax credit limitation. For purposes of the U.S. foreign tax credit limitation, foreign source income is separated into different “baskets,” and the credit for foreign taxes on income in any basket is limited to the U.S. federal income tax allocable to such income. Dividends paid with respect to ADSs should generally constitute “passive category income” for most U.S. Holders. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit in their particular circumstances.

 

The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the claiming of foreign tax credits for U.S. holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of foreign taxes and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by parties to whom the ADSs are released and the IRS.

 

Dividends paid by us generally will not be eligible for the dividends received deduction available under the Code to certain U.S. corporate shareholders. Subject to the above-mentioned concerns by the U.S. Treasury and certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by certain U.S. Holders (including individuals) with respect to the ADSs will be subject to taxation at a reduced rate if the dividends represent “qualified dividend income.” Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs

 

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are readily tradable on an established securities market in the United States and (ii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Based upon the nature of our current and projected income, assets and activities, we do not expect the ADSs to be shares of a PFIC for U.S. federal income tax purposes.

 

Distributions of additional common shares to U.S. Holders with respect to their common shares or ADSs that are made as part of a pro rata distribution to all stockholders generally will not be subject to U.S. federal income tax.

 

Sales and other dispositions of ADSs. A U.S. Holder generally will recognize capital gain or loss upon the sale, exchange or other taxable disposition of ADSs measured by the difference between the amount realized and the U.S. Holder’s adjusted tax basis in ADSs. Any gain or loss will be long-term capital gain or loss if the ADSs have been held for more than one year. Long-term capital gains of certain U.S. Holders (including individuals) generally are eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations under the Code.

 

If a Chilean income tax is withheld on the sale, exchange or other taxable disposition of our ADS, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the Chilean income tax. Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of ADS generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Consequently, in the case of a gain from the sale, exchange or other taxable disposition of our ADS that is subject to Chilean income tax, the U.S. Holder may not be able to benefit from the foreign tax credit for that Chilean income tax (i.e., because the gain from the disposition would be U.S. source), unless the U.S. Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the U.S. Holder may take a deduction for the Chilean income tax, provided that the U.S. Holder elects to deduct all foreign income taxes paid or accrued for the taxable year.

 

Passive foreign investment company rules

 

Based on current estimates of our gross income and gross assets, the nature of our business and our current business plans (all of which are subject to change), we believe that we were not a PFIC for U.S. federal income tax purposes for our 2016 taxable year and we do not expect to become one in the foreseeable future. However, because the application of the regulations is not entirely clear and because PFIC status depends on the composition of a company’s income and assets and the market value of its assets from time to time, there can be no assurance that we will not be a PFIC for any taxable year. Our U.S. counsel has not rendered an opinion as to our PFIC classification. Rendering such an opinion would be impracticable because it involves an inherently factual test which will depend on our future circumstances. Also, we do not maintain our records in accordance with the U.S. federal income tax accounting principles required to permit a formal opinion to be rendered.

 

In general, we will be a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder held our ADSs or common shares, either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income generally includes, among other things, dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

 

If we are treated as a PFIC, a U.S. Holder that did not make a “mark-to-market election” or “qualified electing fund” (“QEF”) election, each as described below,  for any taxable year during which such U.S. Holder held ADSs, gain recognized by such U.S. Holder on a sale or other taxable disposition (including certain pledges) of the ADSs, and certain “excess distributions,” (as such term is defined under the Code) would be allocated ratably over the U.S. Holder’s holding period for the ADSs. The amounts allocated to the taxable year of the sale, other taxable disposition, or receipt of the excess distribution and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ADSs. U.S. Holders are encouraged to consult their tax advisers to discuss the consequences to them if we were, or were to become a PFIC.

 

The special PFIC tax rules described above will not apply to a U.S. Holder if the U.S. Holder makes either a (i)  mark-to-market election with respect to the common shares or ADSs or (ii) QEF election. The QEF election is not available to holders unless we agree to comply with certain reporting requirements and provide the required annual information statements. The QEF and mark-to-market elections only apply to taxable years in which the U.S. Holder’s common shares or ADSs are treated as stock of a PFIC.

 

A U.S. Holder may make a mark-to-market election, if the common shares or ADSs are regularly traded on a “qualified exchange.” Under applicable U.S. Treasury regulations, a “qualified exchange” includes a national securities exchange, such as the New York Stock Exchange, that is registered with the SEC or the national market system established under the Exchange Act. Also, under applicable Treasury Regulations, PFIC securities traded on a qualified exchange are regularly traded on such exchange for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. We cannot assure you that the common shares or ADSs will be eligible for a mark-to-market election.

 

A U.S. Holder that makes a mark-to-market election must include for each taxable year in which the U.S. Holder’s common shares or ADSs are treated as shares of a PFIC, as ordinary income, an amount equal to the excess of the fair market value of the common shares or ADSs at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the common shares or ADSs, and is allowed an ordinary loss for the excess, if any, of the adjusted tax basis over the fair market value of the common shares or ADSs at the close of the taxable year, but only to the extent of the amount of

 

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previously included mark-to-market inclusions (not offset by prior mark-to-market losses). These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. Holder’s tax basis in the common shares or ADSs will be adjusted to reflect any such income or loss amounts. Although a U.S. Holder may be eligible to make a mark-to-market election with respect to its common shares or ADSs, no such election may be made with respect to the stock of any Subsidiary PFIC that such U.S. Holder is treated as owning, because such Subsidiary PFIC stock is not marketable. Thus, the mark-to-market election will not be effective to avoid all of the adverse tax consequences described above with respect to any Subsidiary PFICs. U.S. Holders should consult their own tax advisors regarding the availability and advisability of making a mark-to-market election with respect to their common shares of ADSs based on their particular circumstances.

 

A U.S. Holder who owns common shares or ADSs during any taxable year that we are a PFIC in excess of certain de minimus amounts and fails to qualify for certain other exemptions would be required to file IRS Form 8621. In addition, under certain circumstances, the temporary regulations also require a “United States person” (as such term is defined under the Code) that indirectly owns common shares through another United States person to file Form 8621 for a taxable year during which such indirect shareholder is treated as receiving an excess distribution in connection with the ownership or disposition of the common shares, or reports income pursuant to a mark-to-market election. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to our common shares or ADSs and the application of the recently enacted legislation to their particular situation.

 

U.S. Information reporting and backup withholding rules

 

In general, dividend payments with respect to the ADSs and the proceeds received on the sale or other disposition of those ADSs may be subject to information reporting to the IRS, and to backup withholding (currently imposed at a rate of 28.0%). Backup withholding will not apply, however, if you (1) are a corporation or come within certain other exempt categories and, when required, can demonstrate that fact or (2) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable. Backup withholding is not an additional tax. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you furnish the required information to the IRS.

 

“Specified Foreign Financial Asset” Reporting

 

Owners of “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 (and in some circumstances, a higher threshold), may be required to file an information report with respect to such assets with their U.S. federal income tax returns. “Specified foreign financial assets” generally include any financial accounts maintained by foreign financial institutions as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. Prospective purchasers should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations as well as any additional tax consequences resulting from purchasing, holding or disposing of ADSs, including the applicability and effect of the tax laws of any state, local or foreign jurisdiction, including estate, gift, and inheritance laws.

 

F. DIVIDENDS AND PAYING AGENTS

 

Not applicable.

 

G. STATEMENT BY EXPERTS

 

Not applicable.

 

H. DOCUMENTS ON DISPLAY

 

We are required to file annual and special reports and other information with the SEC. You may read and coly any documents filed by the Company at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC.

 

I. SUBSIDIARY INFORMATION

 

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk.

 

The Company is exposed to market risk, which involves variations in interest and exchange rates that may affect its financial position, operating results and cash flows. The Company’s hedge policy calls for a periodic review of its exposure to interest and exchange rate risk for its main assets and obligations.

 

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Interest rate risk.

 

As of December 31, 2016, approximately 76.4% of the Company’s financial debt, primarily its short-term debt and bonds, was at fixed interest rates. The remaining 23.6% was at variable interest rates including derivates. Of the variable rate debt, approximately 98.3% is indexed to local interest rates (either as originally denominated or by re-denominating with derivatives).

 

The Company has identified as important its interest rate risk generated primarily from variable rate obligations, which are sensitized by measuring the impact on income of a reasonably possible variation in the observed interest rate. Following regulatory guidelines, the deviation in relevant interest rates is estimated using historical series with a daily frequency for each of the identified risk variables. The distribution of percentage changes occurring in three-month intervals is then analyzed and the extreme scenarios that fall outside a confidence interval of 95% are eliminated. The amount of the sensitized exposure corresponds to the total of the variable rate debt.

 

For variable rate debt, the financial risk refers to the potential upward deviation of cash flows related to interest payments on obligations from a specific target, attributable to the rise in interest rates that are important to the Company’s indebtedness structure, namely: LIBOR, TAB nominal and the Chamber rate (CAM), Chile.

 

As of and for December 31, 2016

 

Classification

 

Currency

 

Exposure

 

Market variable

 

Change in
risk factor

 

Effect on income

 

 

 

 

 

 

 

 

 

%

 

(ThCh$)

 

Net liability

 

Ch$

 

39,754,050,000

 

TAB NOM 90

 

(36.28

)

148,207,935

 

 

 

 

 

 

 

 

 

39.62

 

(161,835,300

)

Net liability

 

Ch$

 

34,819,697,369

 

TAB NOM 180

 

(33.33

)

120,708,284

)

 

 

 

 

 

 

 

 

36.36

 

(131,681,765

)

Net liability

 

Ch$

 

338,687,230,000

 

CAM

 

(39.21

)

1,161,661,397

 

 

 

 

 

 

 

 

 

38.89

 

(1,152,188,113

)

Net liability

 

BR$

 

375,208,879

 

CDI

 

(12.95

)

306,980,853

 

 

 

 

 

 

 

 

 

12.90

 

(305,656,861

)

Net liability

 

COP$

 

 

DTF

 

(17.17

)

 

 

 

 

 

 

 

 

 

12.00

 

 

 

As of and for December 31, 2015

 

Classification

 

Currency

 

Exposure

 

Market variable

 

Change in
risk factor

 

Effect on
income

 

 

 

 

 

 

 

 

 

%

 

(ThCh$)

 

Net liability

 

Ch$

 

39,754,050,000

 

TAB NOM 90

 

(40.30

)

179,417

 

 

 

 

 

 

 

 

 

40. 91

 

(182,146

)

Net liability

 

Ch$

 

34,819,697,369

 

TAB NOM 180

 

(34.94

)

119,834

 

 

 

 

 

 

 

 

 

38.20

 

(131,021

)

Net liability

 

Ch$

 

406,469,230,000

 

CAM

 

(41.77

)

1,332,677

 

 

 

 

 

 

 

 

 

39.79

 

(1,269,363

)

Net liability

 

BR$

 

305,956,978

 

CDI

 

(14.52

)

256,586

 

 

 

 

 

 

 

 

 

12.90

 

(227,944

)

 

As of and for December 31, 2014

 

Classification

 

Currency

 

Exposure

 

Market variable

 

Change in
risk factor

 

Effect on
income

 

 

 

 

 

 

 

 

 

%

 

(ThCh$)

 

Net liability

 

USD

 

400,000,000

 

LIBOR 1M

 

(36.23

)

101,133

 

 

 

 

 

 

 

 

 

33.91

 

(94,648

)

Net liability

 

Ch$

 

79,508,100,000

 

TAB NOM 90

 

(42.86

)

316,896

 

 

 

 

 

 

 

 

 

43.19

 

(319,361

)

Net liability

 

Ch$

 

184,819,697,369

 

TAB NOM 180

 

(37.04

)

638,566

 

 

 

 

 

 

 

 

 

45.07

 

(777,073

)

Net liability

 

Ch$

 

607,851,430,000

 

CAM

 

(43.25

)

2,147,451

 

 

 

 

 

 

 

 

 

42.18

 

(2,094,005

)

Net liability

 

BR$

 

698,216,971

 

CDI

 

(14.82

)

668,159

 

 

 

 

 

 

 

 

 

13.18

 

(594,228

)

Net liability

 

COP$

 

296,642,344,553

 

DTF TA

 

(17.18

)

135,386

 

 

 

 

 

 

 

 

 

12.02

 

(94,704

)

Net liability

 

COP$

 

66,762,674,279

 

IBR

 

(27.01

)

48,663

 

 

 

 

 

 

 

 

 

19.89

 

(35,829

)

 

The effect on income obtained from a theoretical exercise shows the incremental effect generated from the reasonably possible estimated change (i.e. it corresponds to the difference between the amount that was effectively recorded for the interest payment and the amount that would have been recorded in a scenario of lower or higher interest rates).

 

The Company’s risk management strategy is to hold its financial debt in variable rates in order to benefit from lower cost of funds and the remainder of its financial debt in fixed rates in order to reduce uncertainty stemming from variable interest payments, by denominating part of its variable interest rate liabilities into fixed rate liabilities using derivative financial instruments for these purposes, which allow the interest rate of the original obligation to be fixed.

 

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Foreign exchange rate risk.

 

In the countries in which the Company operates, most expenses and income are in local currency. As a result, most of its debt (83%) is denominated in local currency or local currency linked (U.F.). As of December 31, 2016, approximately 16.6% of our total outstanding debt was unhedged and subject to currency swings between our functional currency and the U.S. dollars. The remainder of our debt was either in local currencies or hedged with cross currency swaps or other foreign currency hedges. The Company’s policy is to hedge risks from variations in exchange rates on its net liability position in foreign currency using market instruments designed for that purpose.

 

The Company has identified as important the exchange rate risk generated from obligations in U.S. dollars, Argentine pesos, Peruvian Nuevos Soles and Unidades de Fomento, which are sensitized by measuring the impact on income of a reasonably possible variation in observed exchange rates. Following regulatory guidelines, the deviation in relevant exchange rates is estimated using historical series with a daily frequency for each of the identified risk variables. The distribution of percentage changes occurring in three-month intervals is then analyzed and the extreme scenarios that fall outside a confidence interval of 95% are eliminated.

 

As of and for December 31, 2016

 

Classification

 

Currency

 

Exposure

 

Market
variable

 

Closing
value

 

Change in
risk factor

 

Exchange
rate
value

 

Effect on
income

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

(ThCh$)

 

Net liability

 

USD

 

787,407,477

 

USD-CLP

 

669.47

 

(8.64

)

611.66

 

45,519,917

 

 

 

 

 

 

 

 

 

 

 

9.86

 

735.46

 

(51,959,814

)

Net liability

 

ARG

 

2,683,826,384

 

ARS-CLP

 

42.26

 

(17.26

)

34.97

 

19,572,033

 

 

 

 

 

 

 

 

 

 

 

11.00

 

46.91

 

(12,479,583

)

Net liability

 

UF

 

22,264,770

 

CLF-CLP

 

26,347.13

 

(0.467

)

26,224.00

 

2,741,368

 

 

 

 

 

 

 

 

 

 

 

2.292

 

26,951.09

 

(13,446,952

)

Net liability

 

COP

 

6,305,004,476

 

COP-CLP

 

0.22

 

(10.366

)

0.20

 

146,012

 

 

 

 

 

 

 

 

 

 

 

9.337

 

0.24

 

(131,517

)

Net liability

 

PEN

 

131,912,445

 

PEN-CLP

 

199.79

 

(7.957

)

183.89

 

2,097,011

 

 

 

 

 

 

 

 

 

 

 

9.226

 

218.22

 

(2,431,446

)

Net liability

 

BRL

 

371,262,861

 

BRL-CLP

 

206.13

 

(11.958

)

181.48

 

9,151,527

 

 

 

 

 

 

 

 

 

 

 

11.065

 

228.94

 

(8,467,668

)

 

 

As of and for December 31, 2015

 

Classification

 

Currency

 

Exposure

 

Market
variable

 

Closing
value

 

Change in
risk factor

 

Exchange
rate
value

 

Effect on
income

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

(ThCh$)

 

Net liability

 

USD

 

1,388,843,062

 

USD-CLP

 

719.16

 

(8.76

)

647.97

 

86,375,317

 

 

 

 

 

 

 

 

 

 

 

10.22

 

782.76

 

(100,826,078

)

Net liability

 

ARG

 

447,185,623

 

ARS-CLP

 

54.80

 

(14.53

)

46.84

 

3,560,441

 

 

 

 

 

 

 

 

 

 

 

11.17

 

60.92

 

(2,736,182

)

Net liability

 

UF

 

18,080,089

 

CLF-CLP

 

25,629.09

 

(0.484

)

25,505.07

 

2,242,293

 

 

 

 

 

 

 

 

 

 

 

2.380

 

26,239.04

 

(11,028,017

)

Net liability

 

COP

 

4,352,231,183

 

COP-CLP

 

0.22

 

(10.505

)

0.20

 

102,043

 

 

 

 

 

 

 

 

 

 

 

9.497

 

0.24

 

(92,255

)

Net liability

 

PEN

 

132,268,544

 

PEN-CLP

 

207.56

 

(8.239

)

190.46

 

2,261,895

 

 

 

 

 

 

 

 

 

 

 

9.541

 

227.36

 

(2,619,300

)

Net liability

 

BRL

 

448,714,904

 

BRL-CLP

 

178.90

 

(12.247

)

156.99

 

9,831,486

 

 

 

 

 

 

 

 

 

 

 

11.141

 

198.83

 

(8,943,599

)

 

 

As of and for December 31, 2014

 

Classification

 

Currency

 

Exposure

 

Market
variable

 

Closing
value

 

Change in
risk factor

 

Exchange
rate
value

 

Effect on
income

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

(ThCh$)

 

Net liability

 

USD

 

573,261,055

 

USD-CLP

 

606.75

 

(8.95

)

552.46

 

31,120,559

 

 

 

 

 

 

 

 

 

 

 

9.74

 

665.82

 

(33,863,241

)

Net liability

 

ARG

 

430,004,718

 

ARS-CLP

 

71.64

 

(14.55

)

61.22

 

4,480,841

 

 

 

 

 

 

 

 

 

 

 

11.25

 

79.70

 

(3,466,153

)

Net liability

 

UF

 

18,434,243

 

CLF-CLP

 

24,627.10

 

(0.496

)

24,504.87

 

2,253,307

 

 

 

 

 

 

 

 

 

 

 

2.460

 

25,232.89

 

(11,167,289

)

Net liability

 

COP

 

400,779,827,586

 

COP-CLP

 

0.26

 

(10.505

)

0.23

 

10,743,949

 

 

 

 

 

 

 

 

 

 

 

9.786

 

0.28

 

(10,009,522

)

Net liability

 

PEN

 

541,187,436

 

PEN-CLP

 

203.54

 

(8.387

)

186.47

 

9,238,629

 

 

 

 

 

 

 

 

 

 

 

9.450

 

222.77

 

(10,409,018

)

Net liability

 

BRL

 

1,025,118,587

 

BRL-CLP

 

228.19

 

(10.900

)

203.32

 

25,497,495

 

 

 

 

 

 

 

 

 

 

 

11.433

 

254.28

 

(26,745,359

)

 

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The effect on income obtained from a theoretical exercise shows the incremental effect generated from the reasonably possible estimated change (i.e. it corresponds to the difference between the amount that was effectively recorded for exchange differences and the amount that would have been recorded in a scenario of lower or higher exchange rates).

 

The Company’s strategy is to hold most of its financial debt in local currencies to reduce uncertainty stemming from an increase in the value of its liabilities due to foreign currency fluctuations, using derivative financial instruments for these purposes, which allow the value of the obligation to be expressed in its functional currency.

 

Additionally, the exposure to exchange rates for conversion of the functional currency of the subsidiaries in Argentina, Colombia, Peru and Brazil, relating to the difference between monetary assets and liabilities (i.e., those denominated in a local currency and consequently exposed to the translation from their functional currencies into the presentation currency for the Company’s consolidated financial statements) is hedge only when it’s predictable that adverse material differences could occur and the cost related to hedging is deemed reasonable by management. The Company currently does not have any net investment hedging contracts.

 

The Company assesses the fluctuation of the functional currencies compared to the presentation currency through a sensitivity analysis on equity and net assets in local currency using favorable and unfavorable scenarios, the amounts of exposure of all possible scenarios, including a general one, resulting from this analysis are as follows:

 

Currency

 

Rate of
conversion

 

Scenarios

 

Flux on
assets
ThCh$

 

Flux%

 

Flux on
Equity
ThCh$

 

Flux %

 

ARG PESO

 

34.97

 

S1

 

(244,211,478

)

(2.33

)%

(103,557,406

)

(2.54

)%

 

 

46.91

 

S2

 

154,621,108

 

1.48

%

65,566,781

 

1.61

%

COP PESO

 

0.20

 

S1

 

(142,263,787

)

(1.36

)%

(105,059,848

)

(2.57

)%

 

 

0.24

 

S2

 

174,671,777

 

1.67

%

128,992,703

 

3.16

%

PER SOL

 

183.89

 

S1

 

(98,158,348

)

(0.94

)%

(63,180,231

)

(1.55

)%

 

 

218.22

 

S2

 

115,174,918

 

1.10

%

80,746,926

 

1.98

%

BRL REAL

 

181.48

 

S1

 

(169,305,028

)

(1.62

)%

(106,681,761

)

(2.61

)%

 

 

228.94

 

S2

 

160,863,372

 

1.54

%

101,153,426

 

2.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All currencies

 

 

 

S1

 

(653,938,641

)

(6.24

)%

(378,479,246

)

(9.27

)%

 

 

 

 

S2

 

605,331,175

 

5.78

%

376,459,836

 

9.22

%

 

S1: Scenario 1 represents the most unfavorable exchange rate to be used in converting into the presentation currency, and how that impacts to the net assets and equity of the Group

 

S2: Scenario 2 represents the most advantageous exchange rate to be used in converting into the presentation currency, and how that impacts to the net investment and equity of the Group

 

Item 12. Description of Securities Other than Equity Securities

 

A. DEBT SECURITIES

 

Not applicable.

 

B. WARRANTS AND RIGHTS

 

Not applicable.

 

C. OTHER SECURITIES

 

Not applicable.

 

D. AMERICAN DEPOSITARY SHARES

 

The Bank of New York Mellon, a New York banking corporation, is the Depositary under our Deposit Agreement dated April 11, 2012.

 

Each ADS represents three shares (or a right to receive three shares) deposited with the principal Santiago office of Banco Santander Chile, as custodian for the Depositary. Each ADS may also represent any other securities, cash or other property which may be held by the Depositary from time to time. The depositary’s corporate trust office at which the ADSs are administered is located at 101 Barclay Street, New York, New York10286. The Bank of New York Mellon’s principal executive office is located at One Wall Street, New York, New York10286.

 

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder.

 

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As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Chilean law governs shareholder rights. The Depositary is the holder of the shares underlying the ADSs. The deposit agreement among us, the Depositary and holders of ADSs, and all other persons indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

 

Share dividends and other distributions

 

The Depositary is required, to the extent that in its judgment it can convert Chilean pesos on a reasonable basis into U.S. dollars and transfer the U.S. dollars to the United States, and subject to Chilean law, to convert all cash dividends and other cash distributions that it receives in respect of the deposited shares of Cencosud common stock into U.S. dollars and to distribute the amount thus received (net of the fees and any conversion expenses of the Depositary) to the holders of ADSs in proportion to the number of ADSs representing such shares held by each of them. See “Item 10.—D. Exchange Controls.” The amount distributed also will be reduced by any amounts required to be withheld by us, the Depositary or the Custodian on account of taxes or other governmental charges. If the Depositary determines that in its judgment any currency received by it cannot be so converted on a reasonable basis and transferred, the Depositary may distribute, or in its discretion hold, such foreign currency, without liability for interest thereon, for the respective account of the ADS holders entitled to receive the same.

 

If a distribution upon the deposited shares of Cencosud common stock by us consists of a dividend in, or a free distribution of, shares of Cencosud common stock, upon receipt by or on behalf of the Depositary of such additional shares of Cencosud common stock from us, the Depositary may or shall, if we so request, distribute to the holders of ADSs, in proportion to their holdings, additional ADSs representing the number of shares of Cencosud common stock so received as such dividend or distribution, in either case after deduction or payment of the fees and expenses of the Depositary. If such additional ADSs are not so issued, each ADS shall thereafter also represent the additional shares of Cencosud common stock distributed with respect to the shares of Cencosud common stock represented thereby. In lieu of delivering fractions of ADSs, in any such case, the Depositary will sell the amount of shares of Cencosud common stock represented by the aggregate of such fractions and distribute the net proceeds in dollars, all in the manner and subject to the conditions set forth in the Deposit Agreement.

 

If we offer or cause to be offered to the holders of shares of Cencosud common stock any rights to subscribe for additional shares of Cencosud common stock or any rights of any other nature, the Depositary, after consultation with us, shall have discretion as to the procedure to be followed in making such rights available to holders of ADSs or in disposing of such rights and distributing the net proceeds thereof as in the case of a distribution received in cash. If at the time of the offering of any such rights the Depositary determines that it is lawful and feasible to do so, the Depositary may, after consultation with us, distribute such rights available to holders by means of warrants or otherwise. To the extent the Depositary determines, in its discretion, that it is not lawful or feasible to make the rights available, it may sell such rights, warrants or other instruments, if a market is available therefor, at public or private sale, at such place or places and upon such terms as the Depositary may deem proper and allocate the net proceeds of such sales, net of the fees and expenses of the Depositary, for the accounts of the holders of ADSs otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such holders of ADSs because of exchange restrictions or the date of delivery of any ADRs or otherwise. If, by the terms of the rights offering or by reason of applicable law, the Depositary may neither make such rights available to the holders nor dispose of such rights and distribute the net proceeds thereof, the Depositary shall allow the rights to lapse.

 

The Depositary will not offer such rights to the holders of ADSs unless both the rights and the securities to which the rights relate are either exempt from registration under the Securities Act or are registered under the Securities Act. If a holder of ADSs requests a distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary will not effect the distribution unless it has received an opinion of our United States counsel satisfactory to the Depositary upon which the Depositary may rely that the distribution is exempt from registration under the provisions of the Securities Act. However, we will have no obligation to file a registration statement under the Securities Act to make available to holders of ADSs any right to subscribe for or to purchase any securities. If an exemption from registration is not available and a registration statement is not filed, holders of ADSs will not be permitted to purchase such securities or otherwise exercise such rights and the Depositary may sell such rights for the account of such holders of ADSs as described in the preceding paragraph. Such a disposal of rights may reduce the proportionate equity interest in us of the holders of ADSs.

 

The Depositary will send to holders of ADSs anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the Depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which cash ADSs will also represent the newly distributed property. However, the Depositary is not required to distribute any securities (other than ADSs) to holders of ADSs unless it receives satisfactory evidence from us that it is legal to make that distribution.

 

Issuance of ADSs

 

The Depositary has agreed that, upon deposit with the Custodian of the requisite number of shares of Cencosud common stock and receipt of evidence satisfactory to it that the conditions to deposit described below have been met, and subject to the terms of the Deposit Agreement, the Depositary will deliver to, or upon the order of, the person or persons specified by the Depositary upon payment of the fees, governmental charges and taxes provided in the Deposit Agreement, the number of ADSs issuable in respect of such deposit.

 

Cancellation and withdrawal of ADSs

 

Upon surrender of ADSs at the Corporate Trust Office of the Depositary and payment of the fees of the Depositary and of the taxes and governmental charges, if any, provided for in the Deposit Agreement and subject to the terms thereof, ADS holders are entitled to delivery of the deposited shares of Cencosud common stock, any other property or documents of title at the time represented by the surrendered ADSs.

 

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Subject to the terms and conditions of the Deposit Agreement and any limitations established by the Depositary, the Depositary may deliver ADSs prior to the receipt of shares of Cencosud common stock (a “Pre-Release”) and may receive ADSs in lieu of shares of Cencosud common stock. Each Pre-Release shall be:

 

·                  preceded or accompanied by a written representation and agreement from the person to whom ADSs are to be delivered that such person, or its customer,

 

·                  owns the shares of Cencosud common stock or ADSs to be remitted, as the case may be,

 

·                  assigns all beneficial right, title and interest in such shares of Cencosud common stock to the Depositary for the benefit of the owners of the ADSs, and

 

·                  agrees in effect to hold such shares of Cencosud common stock for the account of the Depositary until delivery of the same upon the Depositary’s request,

 

·                  at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriate,

 

·                  terminable by the Depositary on not more than five business days’ notice, and

 

·                  subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate.

 

The Depositary will limit the number of ADSs involved in such Pre-Release transactions so that the number of ADSs represented thereby will not, at any one time, exceed 30 percent of the total number of ADSs then outstanding; however, the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

 

The Depositary shall not be required to accept for deposit any shares of Cencosud common stock unless it receives evidence satisfactory to the Depositary that any approval, if required, has been granted by any governmental body in Chile that is then performing the function of the regulation of currency exchange.

 

If the person proposing to deposit shares of Cencosud common stock is not domiciled or resident in Chile, the Custodian shall not accept those shares of Cencosud common stock unless it receives from or on behalf of that person sufficient evidence that the shares of Cencosud common stock were purchased in full compliance with the foreign exchange regulations applicable to investments in Chile (either Chapter XIV of the Compendium of Foreign Exchange Regulation of the Central Bank or Decree Law 600 of 1974, as amended, and related agreements with the Foreign Investment Committee) and, if applicable, an instrument whereby that person assigns and transfers to the Depositary any rights it may have under Chilean regulations relating to currency exchange. Pursuant to Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank, the Custodian and/or the Depositary must give notice to the Central Bank of Chile that the shares of Cencosud common stock have been deposited in exchange for ADSs.

 

If required by the Depositary, shares of Cencosud common stock presented for deposit at any time, whether or not our transfer books or the transfer books of the Foreign Registrar, if applicable, are closed, must also be accompanied by an agreement or assignment, of other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional shares of Cencosud common stock or to receive other property which any person in whose name the shares of Cencosud common stock are or have been recorded may thereafter receive upon or in respect of such deposited shares of Cencosud common stock, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

 

At the request, risk and expense of any person proposing to deposit shares of Cencosud common stock, and for the account of such person, the Depositary may receive certificates for shares of Cencosud common stock to be deposited, together with the other instruments herein specified, for the purpose of forwarding such share certificates to the Custodian for deposit hereunder.

 

Upon each delivery to a Custodian of a certificate or certificates for shares of Cencosud common stock to be deposited hereunder, together with the other documents above specified, such Custodian must, as soon as transfer and recordation can be accomplished, present such certificate or certificates to us or the Foreign Registrar, if applicable, for transfer and recordation of the shares of Cencosud common stock being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.

 

In the event that Shares are to be redeemed and, as a result, Shares registered in the name of the Custodian are called for redemption by the us, the Depositary will call for the redemption of ADSs (in aggregate number representing the number of Shares registered in the name of the Custodian called for redemption) and may adopt such method as it may deem equitable and practicable to select the ADSs called for redemption.

 

Voting rights

 

As soon as practicable after receipt of notice of any meeting or solicitation of consents or proxies of holder of shares of Cencosud common stock, as defined in the Deposit Agreement, if we so request, the Depositary has agreed to mail to holders of ADRs registered on the books of the Depositary a notice in English containing

 

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·                  such information as is contained in such notice,

 

·                  a statement that each holder of ADSs at the close of business on a specified record date will be entitled, subject to any applicable provisions of Chilean law and our Bylaws to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Cencosud common stock represented by such holders’ ADSs, and

 

·                  a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by us.

 

Upon the written request of a holder of ADSs on such record date, received on or before the date established by the Depositary for such purpose, the Depositary has agreed to endeavor insofar as practicable to vote or cause to be voted the amount of shares of Cencosud common stock represented by the ADSs in accordance with any instruction set forth in such request. If no instructions are received by the Depositary from a holder of ADSs with respect to any of the shares of Cencosud common stock represented by such holder’s ADSs on or before the date established by the Depositary for such purpose, the Depositary will give a discretionary proxy to a person designated by us to vote the amount of shares of Cencosud common stock represented by those ADSs, unless we have notified the Depositary that (i) we do not wish such proxy given, (ii) we believe substantial shareholder opposition exists, or (iii) we believe the matter to be voted on would have a material and adverse effect on the rights of holders of our shares.

 

There are no legal or practical impediments to an ADS holder’s ability to vote that are not faced by holders of our shares of common stock except that there can be no assurance that we have request the Depositary to send the notice or that ADS holders will receive notice of meetings in time to instruct the Depositary before the applicable cutoff date.

 

Record dates

 

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to shares of Cencosud common stock or whenever the Depositary shall receive notice of any meeting of holders of shares of Cencosud common stock or shareholders generally, the Depositary will fix a record date that will be the same as, or as near as practicable to the record date fixed by us with respect to the Cencosud common stock for the determination of the holders of ADSs who are entitled to receive such dividend, distribution or rights, or net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, subject to the provisions of the Deposit Agreement. Subject to the Deposit Agreement, only such holders of ADSs at the close of business on such record date shall be entitled to receive or be affected by any such dividend, distribution, proceeds, exchange or other matter or to give such voting instructions.

 

In the event that the record date determined by the Depositary (the “ADS Record Date”) and that established by us (the “Common Stock Record Date”) are not the same, ADS holders on the Common Stock Record Date who dispose of their ADSs prior to the ADS Record Date will not receive dividends paid in respect of the shares of Cencosud common stock represented by such holder’s ADSs on the Common Stock Record Date.

 

Reports and other communications

 

The Depositary will maintain at its transfer office in the Borough of Manhattan, the City of New York, facilities for the execution and delivery, registration of transfers and surrender of ADSs, in accordance with the provisions of the Deposit Agreement, which at reasonable times will be open for our inspection and inspection by the holders of ADSs, provided that such inspection shall not be for the purpose of communication with holders of ADSs in the interest of a business or object other than our business or a matter related to the Deposit Agreement or the ADSs.

 

We will transmit to the Depositary copies (translated into English) of any communications generally distributed to holders of Cencosud common stock. The Depositary will make available for inspection by ADS holders at the Corporate Trust Office of the Depositary any reports and communications, including any material soliciting voting instructions, received from us that are both

 

·                  received by the Depositary or the Custodian or the nominee of either as a holder of shares of Cencosud common stock and

 

·                  made generally available to the holders of shares of Cencosud common stock by us.

 

The Depositary will also send to ADS holders copies of such reports when furnished by us as provided in the Deposit Agreement.

 

On or before the first date on which we give notice, by publication or otherwise, of any meeting of the holders of shares of Cencosud common stock or shareholders generally, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or offering of any rights, we shall transmit to the Depositary and the Custodian a written English-language version of the notice thereof in the form given or to be given to holders of shares of Cencosud common stock. The Depositary will, if we request, at our expense, arrange for the mailing of such notices to all ADR holders.

 

Payment of taxes

 

If any tax or governmental charge becomes payable with respect to any ADS or any shares of Cencosud common stock represented by any ADSs, including without limiting the generality of the foregoing any Chilean tax on a gain realized, or deemed to be realized, upon the withdrawal or sale of shares of Cencosud common stock, such tax or other governmental charge will be payable to the Depositary by the holder of the ADSs, who must pay the amount thereof to the Depositary upon demand. The Depositary may refuse to effect any transfer of such ADSs or any withdrawal of

 

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the shares of Cencosud common stock represented by such ADSs until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the holder of the ADS thereof any part or all of the shares of Cencosud common stock represented by such ADSs, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the holder of such ADSs shall remain liable for any deficiency. In the event the Depositary determines that there is a reasonable possibility that a tax would be imposed upon the withdrawal of shares in exchange for surrendered ADSs the Depositary may require, as a condition to such exchange, that the withdrawing investor provide satisfactory security to the Depositary in an amount sufficient to cover the estimated amount of such tax.

 

Amendment and termination

 

The form of the ADRs and the Deposit Agreement may at any time be amended by written agreement between us and the Depositary. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex, or facsimile transmission costs, delivery costs or other such expense) or that otherwise prejudices any substantial existing right of ADS holders, will not take effect as to outstanding ADSs until the expiration of 30 days after notice of such amendment has been given to the record holders of outstanding ADSs. Every holder of ADSs at the time such amendment so becomes effective will be deemed, by continuing to hold such ADSs, to consent and agree to such amendment and to be bound by the Deposit Agreement or the ADRs as amended thereby. In no event may any amendment impair the right of any ADS holder to surrender its ADSs and receive therefor the shares of Cencosud common stock represented thereby, except in order to comply with mandatory provisions of applicable law.

 

Whenever we direct, the Depositary has agreed to terminate the Deposit Agreement by mailing notice of such termination to the holders of ADSs at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement at any time 60 days after the Depositary shall have delivered to us its written resignation provided that a successor depositary shall not have been appointed and accepted its appointment before the end of such 60-day period. If any ADSs remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of ADSs, will suspend the distribution of dividends to the holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary will continue the collection of dividends and other distributions pertaining to the shares of Cencosud common stock, the sale of property and rights as provided in the Deposit Agreement and the delivery of shares of Cencosud common stock, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for surrendered ADSs. At any time after the expiration of four months from the date of termination, the Depositary may sell the shares of Cencosud common stock and hold the net proceeds, together with any other cash then held, unsegregated and without liability for interest, for the pro rata benefit of the holders of ADSs that have not theretofore been surrendered.

 

Limits on our obligations and the obligations of the depositary; limits on liability to ADS holders

 

Neither we nor the Depositary assume any obligation nor will we be subject to any liability under the Deposit Agreement to holders of ADSs, except that we agree to perform our obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Neither we nor the Depositary will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ADRs on behalf of any holder of ADSs or other person, and the Custodian will not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. The Depositary will not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is without negligence and in good faith. None of the limitations described in this section will affect investor rights under U.S. federal securities laws.

 

Disclosure of interest in ADSs

 

Holders of ADSs are subject to certain provisions of the rules and regulations promulgated under the Exchange Act relating to the disclosure of interests in the shares of Cencosud common stock. Any holder of ADSs who is or becomes directly or indirectly interested in five percent (or such other percentage as may be prescribed by law or regulation) or more of the outstanding shares of Cencosud common stock must within ten days after becoming so interested and thereafter upon certain changes in such interests notify us as required by such rules and regulations. In addition, holders of ADSs as a matter of Chilean law are subject to the reporting requirements contained in Articles 12 and 54 and Title XV of Law 18,045 of Chile, which provision may apply when a holder beneficially owns ten percent or more of the Cencosud common stock or has the intention of taking control of Cencosud. See “Item 10. B. Memorandum and Articles of Association.”

 

Requirements for depositary actions

 

As a condition precedent to the delivery, registration of transfer or surrender of any ADSs or any split up or combination of ADR or withdrawal of any shares of Cencosud common stock, we, the Depositary or the Custodian may require from the holder or the presenter of the ADR or the depositor of the shares.

 

·                  payment of a sum sufficient to pay or reimburse the Depositary, the Custodian or us for any tax or other governmental charge and any stock transfer or registration fee or any charge of the Depositary upon delivery of the ADS or upon surrender of the ADS, as set forth in the Deposit Agreement, and

 

·                  the production of proof satisfactory to the Depositary or Custodian of the identity or genuineness of any signature and proof of citizenship, residence, exchange-control approval, legal or beneficial ownership, compliance with all applicable laws and regulations,

 

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compliance with all other applicable provisions governing the shares of Cencosud common stock and the terms of the Deposit Agreement or other information as the Depositary may deem necessary or proper or as we may require by written request to the Depositary or the Custodian.

 

The delivery, registration, registration of transfer of ADSs or split-up or combination of ADRs, or the deposit or withdrawal of shares of other property represented by ADSs, in particular instances or generally, may be suspended during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or us at any time or from time to time.

 

The Depositary will act as ADS registrar or appoint a registrar or one or more co-registrars for registration of the ADSs in accordance with any requirements of the New York Stock Exchange or of any other stock exchange on which the ADSs may be listed or quoted.

 

The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers of ADSs or combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders of ADSs or persons entitled to ADSs and will be entitled to protection and indemnity to the same extent as the Depositary.

 

Books of depositary

 

The transfer of the ADSs is registrable on the books of the Depositary, provided, however, that the Depositary may close the transfer books at any time or from time to time when deemed expedient by it in connection with the performance of its duties.

 

Valuation of underlying shares for Chilean law purposes

 

For all purposes of valuation under Chilean law, the Deposit Agreement provides that the acquisition value of the shares of Cencosud common stock delivered to any holder upon surrender of ADSs shall be the highest reported sales price of the Cencosud common stock on the Santiago Stock Exchange for the day on which the transfer of the Cencosud common stock is recorded under the name of such holder on our books. In the event that no such sales price is reported by the Santiago Stock Exchange or another organized securities market during that day, the value shall be deemed to be the highest sale price on the day during which the last trade took place. However, if more than 30 days have lapsed since the last trade, such value shall be adjusted in accordance with the variation of the Chilean Consumer Price Index for the corresponding term.

 

Depositary Fees and Expenses

 

Pursuant to the Deposit Agreement, holders of our ADSs may have to pay to The Bank of New York Mellon, either directly or indirectly, fees or charges up to the amounts set forth in the table below:

 

Persons depositing or withdrawing shares or ADS holders must pay:

 

For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

 

·                  Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

 

 

 

 

·                  Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates or if ADSs are redeemed

 

 

 

 $.05 (or less) per ADS

 

·                  Any cash distribution to ADS holders

 

 

 

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

 

·                  Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS holders

 

 

 

$.05 (or less) per ADSs per calendar year

 

·                  Depositary services

 

 

 

Registration or transfer fees

 

·                  Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares

 

 

 

Expenses of the Depositary

 

·                  Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

 

 

 

 

 

·                  converting foreign currency to U.S. dollars

 

 

 

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

 

·                  As necessary

 

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Persons depositing or withdrawing shares or ADS holders must pay:

 

For:

 

 

 

Any charges incurred by the Depositary or its agents for servicing the deposited securities

 

·                  As necessary

 

The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

From time to time, the Depositary may make payments to us to reimburse and / or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.

 

Depositary Payments

 

Cencosud S.A. received from The Bank of New York Melon U.S.$134,821, U.S.$56,330, and U.S.$995,511 during 2016, 2015 and 2013, respectively, as depositary payments in connection with its American Depositary Shares program. These amounts were net of withholding taxes of U.S.$47,962, U.S.$20,549 and U.S.$346,325 for 2016, 2015 and 2013, respectively. The Company did not receive any depositary payments during 2014.

 

PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

Not applicable.

 

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

 

A. USE OF PROCEEDS

 

Not applicable.

 

Item 15. Controls and Procedures.

 

(a) Disclosure Controls and Procedures.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016, pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2016.

 

Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and, that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Management’s annual report on internal control over financial reporting (ICFR)

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and 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 the Company’s assets;

 

(ii)                    provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of the Company’s management and directors; and

 

(iii)                 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate and that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of Cencosud’s internal control over financial reporting as of December 31, 2016 based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2016 based on criteria in Internal Control — Integrated Framework (1992) issued by the COSO.

 

(c) Attestation Report of the registered public accounting firm

 

The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, an independent registered public accounting firm, as stated in their report which appears herein.

 

(d) Changes in internal control over financial reporting.

 

There have been no significant changes in our internal control over financial reporting during the period covered by this annual report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16A. Audit Committee Financial Expert

 

The members of the audit committee are David Gallagher, Roberto Philipps and Cristián Eyzaguirre, each of whom is independent within the meaning of the SEC corporate governance rules. Our Board of Directors has determined that Roberto Philipps is “audit committee financial expert” as defined by the SEC.

 

Item 16B. Code of Ethics

 

We have adopted a code of ethics and business conduct that applies to our directors, executive officers and all employees. The text of our code of ethics is posted on our web site at: www.cencosud.com/inversionistas/ under the “informacion de interes” tab. The information on our website is not incorporated by reference into this document.

 

Item 16C. Principal Accountant Fees and Services

 

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by PricewaterhouseCoopers Consultores, Auditores y Compañia Limitada (“PwC”), an independent registered public accounting firm and our principal external auditors, for the periods indicated. Except as set forth below, we did not pay any other fees to our auditors during the periods indicated below.

 

 

 

For the year ended December 31,

 

 

 

In USD$

 

 

 

2016

 

2015

 

2014

 

Audit Fees(105)

 

5,286,149

 

4,841,673

 

6,700,051

 

Audit- Related Fees(106)

 

51,000

 

9,252

 

376,910

 

Tax Fees(107)

 

16,800

 

23,555

 

114,000

 

Total

 

5,353,949

 

4,874,480

 

7,190,961

 

 

Our audit committee pre-approves all audit and non-audit services provided by our independent auditor pursuant to the Sarbanes-Oxley Act of 2002.

 

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.

 


(105)  “Audit fees” means the aggregate fees billed for professional services rendered by our principal auditors for the audit of our annual financial statements as well as in connection with audit services for SEC or other regulatory filings.

(106)  “Audit-related fees” represents aggregate fees billed for professional services rendered by our principal auditors for the assurance and related services.

(107)  “Tax Fees” in the above table are fees billed for tax compliance and tax consultations in Argentina, Brazil, Chile, Peru and Colombia.

 

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Item 16F. Change in Registrant’s Certifying Accountant

 

Not applicable.

 

Item 16G. Corporate Governance

 

General Summary of Significant Differences With Regard To Corporate Government Standards

 

As a foreign private issuer, we may follow our home country’s corporate governance practices in lieu of most of the NYSE’s corporate governance listing standards, or the NYSE Standards. Our corporate governance practices differ in certain significant respects from those that U.S. companies must adopt in order to maintain NYSE listing and, in accordance with Section 303A.11 of the NYSE Listed Company Manual, a brief, general summary of those differences is provided as follows. Composition of the Board of Directors; Independence. The NYSE listing standards provide that listed companies must have a majority of independent directors and that certain board committees must consist solely of independent directors. Under NYSE rule 303A.02, a director qualifies as independent only if the board affirmatively determines that such director has no material relationship with the company, either directly or indirectly. In addition, the NYSE listing standards enumerate a number of relationships that preclude independence.

 

Under the amendment to the Chilean Corporations Act, in effect as of January 1, 2010, an open-stock corporation must have at least one independent director (out of a minimum of seven directors) when its market capitalization reaches or exceeds 1.5 million Unidades de Fomento (as of December 31, 2016 approximately UF$39,521 million) and at least 12.5% of its outstanding shares with voting rights are in the possession of shareholders that individually control or possess less than 10% of such shares. In addition, the Chilean Corporation Act enumerates a number of relationships that preclude independence. The Chilean law also establishes a number of principles of general applicability designed to avoid conflicts of interests and to establish standards and procedures to conduct related party transactions. Specifically, directors elected by a group or class of shareholders have the same duties to the company and to the other shareholders as the rest of the directors, and all transactions with the company in which a director has an interest, must be in the interest of and for the benefit of the company, compare in price, terms and conditions to those prevailing in the market at the time of its approval and comply with the requirements and procedures set forth in Chapter XVI of the Chilean Corporation Act. See “Item 7. Major Shareholders and Related Party Transactions.”

 

Furthermore, such transactions must be reviewed by the directors committee (as defined below); they require prior approval by the board of directors, excluding interested directors, and must be disclosed at the next meeting of shareholders, unless such transactions fall within one the exemptions contemplated by the Chilean Corporations Act (i.e., di minimis transaction amount, or if the counterparty is a wholly owned subsidiary or when the transaction falls within the ordinary course as so determined in the company’s policy on recurring business transactions as approved by the board of directors). See “Item 7. Major Shareholders and Related Party Transactions.” Pursuant to NYSE rule 303A.00, we may follow Chilean practices and are not required to have a majority of independent directors.

 

Committees. The NYSE listing standards require that listed companies have a Nominating/Corporate Governance Committee, a Compensation Committee and an Audit Committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified by the listing standards.

 

Under Chilean law, the only board committee that is required is the directors committee (comité de directores), composed of three members, such committee having a direct responsibility to (a) review the company’s financial statements and the independent auditors’ report and issue an opinion on such financial statements and report prior to their submission for shareholders’ approval, (b) make recommendations to the board of directors with respect to the appointment of independent auditors and risk rating agencies that the board may propose to the shareholders at a shareholders’ meeting, (c) review related party transactions, and issue a report on such transactions, (d) review the managers, principal executive officers’ and employees’ compensation policies and plans, (e) prepare an annual report of the performance of its duties, including the principal recommendations to shareholders; (f) report to the board of directors the convenience of retaining non-audit services from its external auditors, if the nature of such services could impair their independence; and (g) perform other duties as defined by the company’s bylaws, by the general shareholders’ meeting or by the board. Requirements to be deemed an independent director are set forth in “Item 6. Directors, Senior Management and Employees—Board Practices.”

 

Shareholder Approval of Equity-Compensation Plans. Under NYSE listing standards, shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions. An “equity-compensation plan” is a plan or other arrangement that provides for the delivery of equity securities of the listed company to any employee, director or other service provider as compensation for services.

 

Under Chilean law, if previously approved by shareholders at an extraordinary shareholders’ meeting, up to ten percent of a capital increase in a publicly traded company may be set aside to fund equity-compensation plans for the company’s employees and/or for the employees of the company’s subsidiaries. Pursuant to NYSE rule 303A.00, as a foreign private issuer, we may follow Chilean practices and are not required to comply with the NYSE listing standards with respect to shareholder approval of equity-compensation plans.

 

Corporate Governance Guidelines. The NYSE listing standards provide that listed companies must adopt and disclose corporate governance guidelines with regard to (a) director qualifications standards; (b) director responsibilities; (c) director access to management and independent advisors; (d) director compensation; (e) director orientation and continuing education; (f) management succession; and (g) annual performance evaluation of the board. Chilean law does not require that such corporate governance guidelines be adopted. Director responsibilities and access to management and independent advisors are directly provided for by applicable law. Director compensation is determined by the annual meeting of shareholders pursuant to applicable law. As a foreign private issuer, we may follow Chilean practices and are not required to adopt and disclose corporate governance guidelines.

 

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During 2012, the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, or “SVS) adopted new regulations that require publicly traded corporations to produce information about the standards of their corporate governance currently in place and disclose such information not later than June 30, 2013 and thereafter on March 31 of each calendar year.

 

In compliance with such regulations, the Company intends to deliver and make public the relevant information about its corporate governance practices and policies as currently in effect, as well as the corporate governance practices and policies that it is either in the process of adopting or reviewing for future implementation.

 

Code of Business Conduct. The NYSE listing standards require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

 

We have adopted a code of ethics, which includes business conduct guidelines that apply generally to all of our executive officers and employees. A copy of this code of business conduct, as amended, is available in our website at www.cencosud.com/inversionistas/ under the “informacion de interes” tab. The information on our website is not incorporated by reference into this document.

 

Information of Interest to the Market. In 2008, the SVS promulgated new rules which require public companies to adopt a manual regarding disclosure of information of interest to the market, board members and executives shares transactions and black-out periods for such transactions. This manual applies to our directors, the directors of our subsidiaries, our executive officers, some of our employees which may be in possession of confidential, reserved or privileged information of interest, and to our advisors. The manual took effect on June 1, 2008. A copy of the manual regarding disclosure of information of interest to the market, as amended on March 18, 2010, is available in our website at http://www.cencosud.com/inversionistas/. The information on our website is not incorporated by reference into this document.

 

Executive Sessions. To empower non-management directors to serve as a more effective check on management, NYSE listing standards provide that non-management directors of each company must meet at regularly scheduled executive sessions without management.

 

Under Chilean law, the office of director is not legally compatible with that of a company officer in publicly traded companies. The board of directors exercises its functions as a collective body and may partially delegate its powers to executive officers, attorneys, a director or a board commission of the company, and for specific purposes to other persons. As a foreign private issuer, we may follow Chilean practices and are not required to comply with the NYSE listing standard for executive sessions.

 

Certification Requirements. Under NYSE listing standards, Section 303A.12 (a) provides that each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards and Section 303A.12 (b) provides that each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of Section 303A.

 

As a foreign private issuer, we must comply with Section 303A.12 (b) of the NYSE listing standards, but we are not required to comply with 303A.12 (a).

 

Item 16H. Mine Safety Disclosure

 

Not applicable.

 

PART III

 

Item 17. Financial Statements

 

We have responded to Item 18 in lieu of responding to this item.

 

Item 18. Financial Statements.

 

See pages F-1 through F-181 of this annual report.

 

Exhibit
No.

 

Description

 

 

 

  1.1

 

Restated bylaws of Cencosud S.A., previously filed as exhibit 1.1 to the Company’s annual report on Form 20-F (File No. 001-35575) for the year ended December 31, 2012, filed with the Securities and Exchange Commission on May 7, 2013 (“2012 Form 20-F”) and incorporated by reference herein.

 

 

 

  4.1

 

Stock Purchase Agreement among UBS A.G., London Branch, as buyer, Palermo Argentina Holdings I, S.L., Palermo Argentina Holdings II, S.L., International Finance Corporation, SCF Chile S.A., BSSF Chile S.A., and BSSFP Chile S.A, as sellers, dated March 30, 2011, previously filed as exhibit 10.1 to the Company’s registration statement on Form F-1 (File No. 333-181711) filed with the Securities and Exchange Commission on May 25, 2012 (“Form F-1”) and incorporated by reference herein.

 

 

 

  4.2

 

Option Agreement between Cencosud S.A. and UBS A.G., London Branch, dated March 30, 2011, and related documents, previously filed as exhibit 4.2 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

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  4.3

 

Indenture, dated as of January 20, 2011, among Cencosud S.A., as issuer, Cencosud Retail S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent, previously filed as exhibit 4.3 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

 

 

  4.4

 

Indenture, dated as of December 6, 2012, among Cencosud S.A., as issuer, Cencosud Retail S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent, previously filed as exhibit 4.4 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

 

 

  4.5

 

Credit Agreement, dated as of October 17, 2012, among Cencosud S.A., as borrower, the lenders party thereto, and JPMorgan Chase Bank, National Association, as Administrative Agent, previously filed as exhibit 4.5 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

 

 

  4.6

 

Share Purchase Agreement, dated as of October 18, 2012, between Carrefour Nederland B.V., Carrefour S.A. and Cencosud S.A., previously filed as exhibit 4.6 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

 

 

  4.7

 

English language summary of the 2013 Plan—Stock Option Plan, previously filed as exhibit 10.3 to the Company’s registration statement on Form F-1 and incorporated by reference herein.

 

 

 

  4.8

 

English language summary of the Incentive Plan—Stock Option Plan, previously filed as exhibit 10.4 to the Company’s registration statement on Form F-1 and incorporated by reference herein.

 

 

 

  4.9

 

English language summary of the Retention Plan—Stock Option Plan, previously filed as exhibit 4.9 to the Company’s 2012 Form 20-F and incorporated by reference herein.

 

 

 

  4.10

 

Indenture, dated as of February 12, 2015, among Cencosud S.A., as issuer, Cencosud Retail S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent, relating to the Senior Notes due 2025, previously filed as exhibit 4.10 to the Company’s annual report on Form 20-F (File No. 001-35575) for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 30, 2015 (“2014 Form 20-F”) and incorporated by reference herein.

 

 

 

  4.11

 

Indenture, dated as of February 12, 2015, among Cencosud S.A., as issuer, Cencosud Retail S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent, relating to the Senior Notes due 2045, previously filed as exhibit 4.11 to the Company’s 2014 Form 20-F and incorporated by reference herein.

 

 

 

  8.1

 

Subsidiaries of Cencosud S.A.

 

 

 

12.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

12.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

13.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

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.

 

 

April 28, 2017

Cencosud S.A.

 

 

 

 

 

By:

/s/ Jaime Soler

 

 

Name:

Jaime Soler

 

 

Title:

Chief Executive Officer

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders

Cencosud S.A.

 

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of profit and loss and other comprehensive profit, changes in net equity and of cash flows present fairly, in all material respects, the financial position of Cencosud S.A. and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15 of this annual report. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

F-2



Table of Contents

 

Cencosud S.A.

2

 

A company’s 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 generally accepted accounting principles. A company’s 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 the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the 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.

 

/s/PricewaterhouseCoopers

Santiago, Chile

April 27, 2017

 

F-3



Table of Contents

 

Cencosud S.A. and subsidiaries Consolidated Statements of Financial Position

 

 

 

 

 

As of December 31,

 

Assets

 

Note

 

2016

 

2015

 

 

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

5

 

275,219,003

 

268,275,126

 

Other financial assets, current

 

6

 

219,988,622

 

254,850,725

 

Other non-financial assets, current

 

22

 

23,628,279

 

14,442,030

 

Trade receivables and other receivables

 

8

 

867,139,677

 

819,839,383

 

Receivables due from related parties, current

 

9

 

28,988,176

 

14,851,194

 

Inventories

 

10

 

1,149,286,014

 

1,068,309,333

 

Current tax assets

 

16

 

74,135,647

 

61,197,049

 

 

 

 

 

 

 

 

 

Total current assets other than assets held for sale

 

 

 

2,638,385,418

 

2,501,764,840

 

Assets held for sale

 

34

 

57,123,872

 

 

Total current assets

 

 

 

2,695,509,290

 

2,501,764,840

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Other financial assets, non-current

 

6

 

287,360,674

 

421,532,586

 

Other non-financial assets, non-current

 

22

 

52,335,275

 

31,907,769

 

Trade receivable and other receivables, non-current

 

8

 

11,893,706

 

30,996,852

 

Investments accounted for using the equity method

 

11

 

200,727,534

 

251,527,505

 

Intangible assets other than goodwill

 

12

 

408,168,114

 

401,749,417

 

Goodwill

 

13

 

1,432,319,489

 

1,391,692,072

 

Property, plant and equipment

 

14

 

2,578,793,573

 

2,711,490,630

 

Investment property

 

15

 

2,081,694,027

 

1,807,095,204

 

Non-current tax assets,

 

16

 

83,376,450

 

8,854,347

 

Deferred income tax assets

 

16

 

616,579,356

 

552,114,088

 

 

 

 

 

 

 

 

 

Total non-current assets

 

 

 

7,753,248,198

 

7,608,960,470

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

10,448,757,488

 

10,110,725,310

 

 

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

 

F-4



Table of Contents

 

Cencosud S.A. and subsidiaries Consolidated Statements of Financial Position

 

 

 

 

 

As of December 31,

 

Net equity and liabilities

 

Note

 

2016

 

2015

 

 

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Other financial liabilities, current

 

17

 

408,009,016

 

356,173,111

 

Trade payables and other payables

 

18

 

1,926,847,052

 

1,856,524,795

 

Payables to related parties, current

 

9

 

18,722,919

 

29,196,949

 

Provisions and other liabilities

 

19

 

11,779,434

 

15,641,961

 

Current income tax liabilities

 

16

 

74,585,510

 

49,433,829

 

Current provision for employee benefits

 

21

 

106,496,839

 

97,889,042

 

Other non-financial liabilities, current

 

20

 

26,977,677

 

21,225,549

 

 

 

 

 

 

 

 

 

Total current liabilities other than liabilities held for sale

 

 

 

2,573,418,447

 

2,426,085,236

 

 

 

 

 

 

 

 

 

Liabilities held for sale

 

34

 

15,669,233

 

 

Total current liabilities

 

 

 

2,589,087,680

 

2,426,085,236

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Other financial liabilities,

 

17

 

2,903,625,666

 

2,924,038,308

 

Trade accounts payables

 

18

 

4,803,725

 

4,502,991

 

Provisions and other liabilities

 

19

 

68,256,160

 

78,188,586

 

Deferred income tax liabilities

 

16

 

719,542,091

 

649,536,334

 

Other non—financial liabilities, non—current

 

20

 

79,390,431

 

57,562,037

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

 

3,775,618,073

 

3,713,828,256

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

6,364,705,753

 

6,139,913,492

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Paid-in capital

 

23

 

2,420,564,735

 

2,321,380,936

 

Retained earnings

 

23

 

2,489,410,413

 

2,329,411,478

 

Share premium

 

23

 

461,302,097

 

526,633,344

 

Other reserves

 

23

 

(1,286,017,106

)

(1,205,679,999

)

 

 

 

 

 

 

 

 

Equity attributable to controlling shareholders

 

 

 

4,085,260,139

 

3,971,745,759

 

Non-controlling interest

 

23

 

(1,208,404

)

(933,941

)

 

 

 

 

 

 

 

 

Total equity

 

 

 

4,084,051,735

 

3,970,811,818

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

 

10,448,757,488

 

10,110,725,310

 

 

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

 

F-5



Table of Contents

 

Cencosud S.A. and subsidiaries Consolidated Statements of Profit and Loss and Other Comprehensive Profit

 

 

 

 

 

For the year ended December 31,

 

Statements of profit and loss

 

Note

 

2016

 

2015

 

2014

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

 

 

 

 

Revenues from ordinary activities

 

24

 

10,333,001,434

 

10,991,337,710

 

10,711,029,246

 

Cost of Sales

 

25

 

(7,356,471,437

)

(7,813,225,785

)

(7,827,431,886

)

Gross Profit

 

 

 

2,976,529,997

 

3,178,111,925

 

2,883,597,360

 

 

 

 

 

 

 

 

 

 

 

Other income

 

25

 

301,152,013

 

210,520,659

 

114,437,716

 

Distribution cost

 

25

 

(26,817,851

)

(27,869,865

)

(26,653,898

)

Administrative expenses

 

25

 

(2,325,903,847

)

(2,473,335,481

)

(2,274,046,291

)

Other expenses

 

25

 

(170,659,033

)

(174,280,483

)

(182,076,769

)

Other gains (losses), net

 

25

 

59,564,064

 

(124,454,721

)

(6,514,980

)

Operating profit

 

 

 

813,865,343

 

588,692,034

 

508,743,138

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

25

 

14,540,360

 

14,938,640

 

6,709,144

 

Finance expenses

 

25

 

(283,510,615

)

(259,038,397

)

(180,257,503

)

Share of profits of investments accounted for using the equity method

 

11

 

11,896,164

 

14,067,092

 

6,208,206

 

Exchange differences

 

25

 

37,287,243

 

(116,742,837

)

(24,410,699

)

Losses from indexation

 

25

 

(14,312,457

)

(22,008,523

)

(39,575,950

)

Profit before income tax

 

 

 

579,766,038

 

219,908,009

 

277,416,336

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

26

 

(191,968,568

)

(58,540,083

)

(125,931,659

)

 

 

 

 

 

 

 

 

 

 

Profit from continuing operations

 

 

 

387,797,470

 

161,367,926

 

151,484,677

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations Profit from discontinued operations

 

34

 

 

70,616,993

 

12,661,641

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) attributable to Controlling shareholders

 

 

 

387,754,867

 

231,940,905

 

164,894,672

 

Non—controlling interest

 

23.5

 

42,603

 

44,014

 

(748,354

)

 

 

 

 

 

 

 

 

 

 

Net Profit

 

 

 

387,797,470

 

231,984,919

 

164,146,318

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing and discontinued operations attributable to controlling shareholders

 

 

 

 

 

 

 

 

 

Basic earnings per share from continuing operations

 

27

 

135.5

 

57.0

 

53.8

 

Basic earnings per share from discontinued operations

 

 

 

 

25.0

 

4.5

 

 

 

 

 

135.5

 

82.0

 

58.3

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share from continuing operations

 

27

 

135.5

 

56.3

 

53.8

 

Diluted earnings per share from discontinued operations

 

 

 

 

24.7

 

4.5

 

 

 

 

 

135.5

 

81.0

 

58.3

 

 

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

 

F-6



Table of Contents

 

Cencosud S.A. and subsidiaries Consolidated Statements of Profit and Loss and Other Comprehensive Profit

 

 

 

For the year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Net Profit

 

387,797,470

 

231,984,919

 

164,146,318

 

 

 

 

 

 

 

 

 

Other comprehensive profit

 

 

 

 

 

 

 

Items that will not be reclassified to profit and loss

 

 

 

 

 

 

 

Revaluation surplus

 

18,435,465

 

 

 

Re-measurements of employee benefit obligations

 

(1,349,426

)

(526,293

)

(431,191

)

Total OCI that will not be reclassified to profit and loss

 

17,086,039

 

(526,293

)

(431,191

)

 

 

 

 

 

 

 

 

Items that may be reclassified to profit and loss

 

 

 

 

 

 

 

Foreign currency translation losses

 

(63,537,176

)

(490,709,278

)

(81,363,229

)

Cash flow hedge

 

(50,610,889

)

2,527,712

 

(7,791,437

)

Total items that may be reclassified to profit and loss

 

(114,148,065

)

(488,181,566

)

(89,154,666

)

Other comprehensive loss, before taxes.

 

(97,062,026

)

(488,707,859

)

(89,585,857

)

 

 

 

 

 

 

 

 

Income tax related to revaluation surplus

 

(4,182,452

)

 

 

Income tax related to re-measurement of employee benefit obligations

 

458,805

 

178,940

 

146,605

 

Total income tax that will not be reclassified to profit and loss

 

(3,723,647

)

178,940

 

146,605

 

 

 

 

 

 

 

 

 

Income tax related to cash flow hedge

 

13,672,433

 

(870,348

)

467,671

 

Total income tax that may be reclassified to profit and loss

 

13,672,433

 

(870,348

)

467,671

 

 

 

 

 

 

 

 

 

Total other comprehensive loss

 

(87,113,240

)

(489,399,267

)

(88,971,581

)

 

 

 

 

 

 

 

 

Total comprehensive (loss) income

 

300,684,230

 

(257,414,348

)

75,174,737

 

 

 

 

 

 

 

 

 

Income (loss) attributable to

 

 

 

 

 

 

 

Controlling shareholders

 

300,906,096

 

(257,312,191

)

76,055,757

 

Non-controlling interest

 

(221,866

)

(102,157

)

(881,020

)

 

 

 

 

 

 

 

 

Total comprehensive profit

 

300,684,230

 

(257,414,348

)

75,174,737

 

 

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

 

F-7



Table of Contents

 

Cencosud S.A. and subsidiaries

Consolidated Statement of Changes in Net Equity

For the year ended December 31, 2016

 

Statement of changes in
net equity ThCh$

 

Paid-in
capital

 

Share premium

 

Revaluation
surplus reserves

 

Translation
reserves

 

Hedge
reserves

 

Employee
benefit reserves

 

Share based
payments
reserves

 

Other reserves

 

Total
reserves

 

Retained
earnings

 

Equity
attributable to
parent company
shareholders

 

Non-
controlling
interest

 

Total equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance as of January 1, 2016

 

2,321,380,936

 

526,633,344

 

 

(1,187,109,821

)

14,859,584

 

(229,427

)

19,276,599

 

(52,476,934

)

(1,205,679,999

)

2,329,411,478

 

3,971,745,759

 

(933,941

)

3,970,811,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

387,754,867

 

387,754,867

 

42,603

 

387,797,470

 

Other comprehensive (loss) profit

 

 

 

14,252,148

 

(63,271,842

)

(36,938,456

)

(890,621

)

 

 

(86,848,771

)

 

(86,848,771

)

(264,469

)

(87,113,240

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Comprehensive (loss) profit

 

 

 

14,252,148

 

(63,271,842

)

(36,938,456

)

(890,621

)

 

 

(86,848,771

)

387,754,867

 

300,906,096

 

(221,866

)

300,684,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issuance

 

99,183,799

 

(65,331,247

)

 

 

 

 

 

 

 

 

33,852,552

 

 

33,852,552

 

Dividends

 

 

 

 

 

 

 

 

 

 

(227,755,932

)

(227,755,932

)

 

(227,755,932

)

Stock option (see Note 33)

 

 

 

 

 

 

 

7,673,363

 

 

7,673,363

 

 

7,673,363

 

 

7,673,363

 

Decrease due to changes in ownership interest without a loss of control (see Note 23.5)

 

 

 

 

 

 

 

 

(1,161,699

)

(1,161,699

)

 

(1,161,699

)

(52,597

)

(1,214,296

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners

 

99,183,799

 

(65,331,247

)

14,252,148

 

(63,271,842

)

(36,938,456

)

(890,621

)

7,673,363

 

(1,161,699

)

(80,337,107

)

159,998,935

 

113,514,380

 

(274,463

)

113,239,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Changes in equity

 

99,183,799

 

(65,331,247

)

14,252,148

 

(63,271,842

)

(36,938,456

)

(890,621

)

7,673,363

 

(1,161,699

)

(80,337,107

)

159,998,935

 

113,514,380

 

(274,463

)

113,239,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance, as of December 31, 2016

 

2,420,564,735

 

461,302,097

 

14,252,148

 

(1,250,381,663

)

(22,078,872

)

(1,120,048

)

26,949,962

 

(53,638,633

)

(1,286,017,106

)

2,489,410,413

 

4,085,260,139

 

(1,208,404

)

4,084,051,735

 

 

F-8



Table of Contents

 

Cencosud S.A. and subsidiaries

Consolidated Statement of Changes in Net Equity

For the year ended December 31, 2015

 

Statement of changes in
net equity ThCh$

 

Paid-in
capital

 

Share premium

 

Revaluation
surplus
reserves

 

Translation
reserves

 

Hedge
reserves

 

Employee
benefit reserves

 

Share based
payments
reserves

 

Other reserves

 

Total
reserves

 

Retained
earnings

 

Equity
attributable to
parent company
shareholders

 

Non-
controlling
interest

 

Total equity

 

Opening balance as of January 1, 2015

 

2,321,380,936

 

526,633,344

 

 

(696,546,714

)

13,202,220

 

117,926

 

13,458,245

 

(52,476,934

)

(722,245,257

)

2,166,548,572

 

4,292,317,595

 

(831,784

)

4,291,485,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

231,940,905

 

231,940,905

 

44,014

 

231,984,919

 

Other comprehensive (loss) profit

 

 

 

 

(490,563,107

)

1,657,364

 

(347,353

)

 

 

(489,253,096

)

 

(489,253,096

)

(146,171

)

(489,399,267

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Comprehensive (loss) profit

 

 

 

 

(490,563,107

)

1,657,364

 

(347,353

)

 

 

(489,253,096

)

231,940,905

 

(257,312,191

)

(102,157

)

(257,414,348

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

(67,295,731

)

(67,295,731

)

 

(67,295,731

)

Stock option (see Note 33)

 

 

 

 

 

 

 

5,818,354

 

 

5,818,354

 

 

5,818,354

 

 

5,818,354

 

Other changes (*)

 

 

 

 

 

 

 

 

 

 

(1,782,268

)

(1,782,268

)

 

(1,782,268

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners

 

 

 

 

(490,563,107

)

1,657,364

 

(347,353

)

5,818,354

 

 

(483,434,742

)

162,862,906

 

(320,571,836

)

(102,157

)

(320,673,993

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total changes in equity

 

 

 

 

(490,563,107

)

1,657,364

 

(347,353

)

5,818,354

 

 

(483,434,742

)

162,862,906

 

(320,571,836

)

(102,157

)

(320,673,993

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance, as of December 31, 2015

 

2,321,380,936

 

526,633,344

 

 

(1,187,109,821

)

14,859,584

 

(229,427

)

19,276,599

 

(52,476,934

)

(1,205,679,999

)

2,329,411,478

 

3,971,745,759

 

(933,941

)

3,970,811,818

 

 


(*)

 

It corresponds to the recognition effects of adopting IFRS on the subsidiary CAT Company Insurance Brokers and Services S.A. That entity was formerly under compliance of Circular 1602 and subsequent amendments to the Superintendence of Securities and Insurance.

 

F-9



Table of Contents

 

Cencosud S.A. and subsidiaries

Consolidated Statement of Changes in Net Equity

For the year ended December 31, 2014

 

Statement of changes in
net equity ThCh$

 

Paid-in
capital

 

Share premium

 

Revaluation
surplus
reserves

 

Translation
reserves

 

Hedge
reserves

 

Employee
benefit
reserves

 

Share based
payments
reserves

 

Other reserves

 

Total
reserves

 

Retained
earnings

 

Equity
attributable to
parent company
shareholders

 

Non-
controlling
interest

 

Total equity

 

Opening balance as of January 1, 2014

 

2,321,380,936

 

526,633,344

 

 

(615,316,151

)

20,525,986

 

402,512

 

10,636,164

 

(52,479,121

)

(636,230,610

)

2,049,483,333

 

4,261,267,003

 

100,086

 

4,261,367,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

164,894,672

 

164,894,672

 

(748,354

)

164,146,318

 

Other comprehensive (loss) profit

 

 

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

 

 

(88,838,915

)

 

(88,838,915

)

(132,666

)

(88,971,581

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Comprehensive (loss) profit

 

 

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

 

 

(88,838,915

)

164,894,672

 

76,055,757

 

(881,020

)

75,174,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

(47,829,433

)

(47,829,433

)

 

(47,829,433

)

Stock option (see 33)

 

 

 

 

 

 

 

2,822,081

 

 

2,822,081

 

 

 

2,822,081

 

 

 

2,822,081

 

Decrease due to changes in ownership interest without a loss of control (see 23.4)

 

 

 

 

 

 

 

 

2,187

 

2,187

 

 

2,187

 

(50,850

)

(48,663

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners

 

 

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

2,822,081

 

2,187

 

(86,014,647

)

117,065,239

 

31,050,592

 

(931,870

)

30,118,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Changes in equity

 

 

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

2,822,081

 

2,187

 

(86,014,647

)

117,065,239

 

31,050,592

 

(931,870

)

30,118,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance, as of December 31, 2014

 

2,321,380,936

 

526,633,344

 

 

(696,546,714

)

13,202,220

 

117,926

 

13,458,245

 

(52,476,934

)

(722,245,257

)

2,166,548,572

 

4,292,317,595

 

(831,784

)

4,291,485,811

 

 

F-10



Table of Contents

 

Cencosud S.A. and subsidiaries

Consolidated statements of cash flows

 

 

 

 

 

For the years ended December 31,

 

 

 

Note

 

2016

 

2015

 

2014

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Cash flows from (used in) operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Types of revenues from operating activities

 

 

 

 

 

 

 

 

 

Revenue from sale of goods and provision of services [1]

 

 

 

12,191,359,273

 

13,083,522,912

 

12,510,757,329

 

Other operating revenues

 

 

 

10,622,821

 

7,391,645

 

12,356,355

 

 

 

 

 

 

 

 

 

 

 

Types of payments

 

 

 

 

 

 

 

 

 

Payments to suppliers for goods & services

 

 

 

(9,886,349,821

)

(10,081,992,082

)

(10,210,372,358

)

Payments to and on behalf of personnel

 

 

 

(1,294,869,320

)

(1,561,123,940

)

(1,367,742,879

)

Other operating payments

 

 

 

(527,800,502

)

(641,499,919

)

(483,963,826

)

Interest paid

 

 

 

(177,049

)

(4,192,782

)

(2,582,002

)

Interest received

 

 

 

3,277,560

 

3,160,127

 

1,678,603

 

Taxes paid

 

 

 

(88,546,161

)

(66,528,483

)

(87,128,966

)

Other cash inflows

 

 

 

(3,449,722

)

4,862,929

 

1,897,957

 

Cash flows from operating activities (continuing operations)

 

 

 

404,067,079

 

743,600,407

 

374,900,213

 

Cash flows from operating activities (discontinued operations)

 

 

 

 

(107,449,303

)

14,583,058

 

Net cash flow from operating activities

 

 

 

404,067,079

 

636,151,104

 

389,483,271

 

 

 

 

 

 

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

 

 

 

 

 

 

 

Disposal of subsidiaries and associates [2]

 

 

 

123,053,746

 

 

 

Acquisition of non controlling interest and capital contributions to associate [3]

 

 

 

(1,434,532

)

(30,132,967

)

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

 

4,376,965

 

18,047,004

 

7,515,592

 

Purchases of property, plant and equipment

 

 

 

(208,173,413

)

(171,605,755

)

(227,422,961

)

Purchases of intangible assets

 

 

 

(42,050,787

)

(35,442,620

)

(22,594,236

)

Collection from related parties

 

 

 

 

290,824,586

 

 

Dividends received

 

 

 

5,174,138

 

2,698,866

 

6,892,639

 

Interest received

 

 

 

1,266,095

 

1,777,720

 

630,971

 

Proceeds from sale of other financial assets—mutual funds

 

 

 

3,751,752,842

 

5,629,604,005

 

825,385,250

 

Purchases of other financial assets—mutual funds

 

 

 

(3,715,064,833

)

(5,843,819,506

)

(825,799,626

)

Cash flows from investment activities (continuing operations)

 

 

 

(81,099,799

)

(138,048,667

)

(235,392,371

)

Cash flows from investment activities (discontinued operations)

 

 

 

 

169,095,101

 

1,996,104

 

Net cash flow from (used in) investment activities

 

 

 

(81,099,799

)

31,046,434

 

(233,396,267

)

 

 

 

 

 

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

 

 

 

 

 

 

 

Proceeds from paid in capital

 

 

 

33,852,552

 

 

 

Proceeds from borrowings at long—term

 

 

 

167,443,505

 

758,577,959

 

725,079,729

 

Proceeds from borrowings at short—term

 

 

 

317,535,081

 

3,578,568,363

 

7,871,210,244

 

Total loan proceeds from borrowings

 

 

 

518,831,138

 

4,337,146,322

 

8,596,289,973

 

 

 

 

 

 

 

 

 

 

 

Repayments of borrowings

 

 

 

(335,656,582

)

(4,763,327,130

)

(8,383,816,787

)

Dividends paid

 

 

 

(227,397,994

)

(80,898,846

)

(55,893,005

)

Interest paid

 

 

 

(260,728,874

)

(224,580,118

)

(188,378,177

)

Other cash inflows (outflows) [4]

 

 

 

(2,061,800

)

57,792,022

 

 

Cash flows used in financing activities (continuing operations)

 

 

 

(307,014,112

)

(673,867,750

)

(31,797,996

)

Cash flows used in financing activities (discontinued operations)

 

 

 

 

35,258,696

 

(80,580,490

)

Net cash used in financing activities

 

 

 

(307,014,112

)

(638,609,054

)

(112,378,486

)

Net increase in cash and cash equivalents before the effect of variations in the exchange rate on cash and cash equivalents

 

 

 

15,953,187

 

28,588,484

 

43,708,518

 

Effects of variations in the exchange rate on cash and cash equivalents

 

 

 

(9,009,310

)

20,814,849

 

3,451,650

 

Net increase in cash and cash equivalents

 

 

 

6,943,877

 

49,403,333

 

47,160,168

 

Cash and cash equivalents at the beginning of the year

 

5

 

268,275,126

 

218,871,793

 

171,711,625

 

Cash and cash equivalents at the end of the year

 

5

 

275,219,003

 

268,275,126

 

218,871,793

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents per the statement of financial position

 

 

 

275,219,003

 

268,275,126

 

218,871,793

 

Cash ans cash equivalents reported as part of assets of the disposal group

 

 

 

 

 

755,493

 

 

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

 


[1]

 

This caption includes goods and services and related value added tax

[2]

 

This amount includes proceeds from the sale of the associate Mall Viña amounted ThCh$110,574,884 (Note 11) and the sale of a subsidiary and the drugstore´s business in Perú amounting ThCh$3,468,109 and ThCh$9,010,753, respectively.

[3]

 

Acquisition of interest in Easy S.A. in 2016 (see Note 23.5) and capital contributions to CAT made in 2015 according to agreement with BNS in equal parts without affecting the owners’ interest (See Note 36)

[4]

 

Other cash inflows financing activities during 2015 includes results from the re-couponing of several derivative contracts designated as hedges. (See note 7.3)

 

F-11



Table of Contents

 

Cencosud S.A. and subsidiaries

Notes to the consolidated financial statements

 

1                                          General information

 

Cencosud S.A. (hereinafter “Cencosud Group,” “the Company,” “the Holding,” “the Group”) taxpayer ID number 93.834.000-5 is a public corporation with an indefinite life, with its legal residence at Avda. Kennedy 9001, 4th floor, Las Condes, Santiago, Chile.

 

Cencosud S.A. is a public company registered with the Chilean Superintendence of Securities and Insurance (SVS), under No.743, which shares are quoted in Chile on the Chilean Electronic Stock Exchange and the Santiago Stock Exchange. The Company is also quoted on the United States of America Stock Exchange (“NYSE”) in New York in the form of American Depositary Receipts (ADRs).

 

Cencosud S.A. is a retail operator in Latin America, which has active operations in Chile, Argentina, Brazil, Colombia and Peru, where it has developed a successful multi-format and multi-brand strategy reaching sales of ThCh$ 10,333,001,434 to December 31, 2016.

 

During the year ended December 31, 2016, the Company employed an average of 139,093 employees, ending with a total number of 138,160 employees.

 

The Company’s operations include supermarkets, hypermarkets, home improvement stores, department stores, shopping centers, as well as real estate development and financial services, which makes it the most diversified retail company of Latin-American capital in South America with the biggest offering of square meters, catering to the consumption needs of over 180 million customers.

 

Additionally, the Company operates other lines of business that complement the main retail operations, such as insurance brokerage, travel agency, customer loyalty services and family entertainment centers. All of these services have gained recognition and prestige among customers, with brands that excel at quality and service.

 

The Company splits its capital stock among 2,862,536,947 shares of a single series whose main shareholders are the following:

 

Major shareholders as of December 31, 2016

 

Shares

 

Interest

 

 

 

 

 

%

 

Inversiones Quinchamali Limitada

 

573,754,802

 

20.043

%

Inversiones Latadia Limitada

 

550,823,211

 

19.243

%

Inversiones Tano Limitada

 

287,328,548

 

10.038

%

Banco de Chile por cuenta de terceros

 

197,355,845

 

6.894

%

Banco Itau por cuenta de inversionistas

 

157,660,854

 

5.508

%

Fondo de Pensiones Provida B

 

75,326,810

 

2.632

%

Horst Paulmann Kemna

 

70,336,573

 

2.457

%

Banco Santander - JP Morgan

 

63,837,132

 

2.230

%

Fondo de Pensiones Habitat C

 

59,963,690

 

2.095

%

Fondo de Pensiones Capital C

 

48,811,913

 

1.705

%

Fondo de Pensiones Cuprum C

 

45,676,632

 

1.596

%

Fondo de Pensiones Provida B

 

43,323,908

 

1.514

%

Other Shareholders

 

688,337,029

 

24.045

%

 

 

 

 

 

 

Total

 

2,862,536,947

 

100.000

%

 

F-12



Table of Contents

 

The Cencosud group is controlled by the Paulmann family, as detailed below:

 

Interest of Paulmann family as of December 31, 2016

 

Interest

 

 

 

%

 

Inversiones Quinchamalí Limitada

 

20.043

%

Inversiones Latadía Limitada

 

19.243

%

Inversiones Tano Limitada

 

10.038

%

Paulmann Kemna Horst

 

2.457

%

Manfred Paulmann Koepfer

 

0.486

%

Peter Paulmann Koepfer

 

0.492

%

Heike Paulmann Koepfer

 

0.486

%

Succession of Doña Helga Koepfer Schoebitz

 

0.113

%

Inversiones Alpa Limitada

 

0.002

%

 

 

 

 

Total

 

53.361

%

 

The consolidated financial statements of Cencosud group corresponding to the year ended December 31, 2016, were approved by the Board of Directors in a session held on April 27, 2017.

 

F-13



Table of Contents

 

2                                          Summary of the main accounting policies

 

2.1                                Presentation basis

 

The consolidated financial statements of Cencosud S.A. have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

 

The consolidated financial statements have been prepared under the historic-cost basis, as modified by the revaluation at fair value of certain financial instruments, derivative instruments and investment property.

 

The presentation of the financial statements in conformity with IFRS requires the use of certain accounting estimates, and also requires Management to exercise its judgment in the process of applying the Company’s accounting policies. Note 4 to these financial statements shows the areas in which a greater level of judgment has been applied, or where there is a higher level of complexity and therefore hypothesis and estimates are material to the financial statements.

 

Figures in the accompanying financial statements are expressed in thousands of Chilean pesos, as the Chilean peso is the functional and presentation currency of the Company. All values have been rounded to the nearest thousand of pesos, except where mentioned.

 

The following revisions were made to prior period financial statements:

 

a)            The Company revised its consolidated statement of profit and loss and other comprehensive profit for the year ended December 31, 2015, to correct the amount related to income tax related to cash flow hedge, which was not appropriately presented. The revision resulted in the following:

 

 

 

As previously
reported
December 31, 2015

 

Adjustment

 

As revised
December 31,
2015

 

 

 

 

 

 

 

 

 

Cash flow hedge

 

4,491,679

 

(1,963,967

)

2,527,712

 

Total items that may be reclassified to profit and loss

 

(486,217,599

)

(1,963,967

)

(488,181,566

)

Income tax related to cash flow hedge

 

(2,834,315

)

1,963,967

 

(870,348

)

Total income tax that may be reclassified to profit and loss

 

(2,834,315

)

1,963,967

 

(870,348

)

 

The Company evaluated the materiality of these amounts quantitatively and qualitatively, and has concluded that the amounts described above were not material to its annual prior period financial statements or trends of financial results.

 

b)            The Company determined that in Notes 16.2 and 26 to the Consolidated Statements for the years ended December 31, 2015 and 2014 certain amounts related to the effects of deferred income tax expense were misclassified between Current income tax expense and deferred income tax expense.

 

There is no impact to the consolidated income tax expense. The Company has evaluated the effects of the revisions made and concluded that none are material to any of its previously issued annual Consolidated Financial Statements. Nevertheless, the Company has elected to revise the comparative periods mentioned above. For the years ended December 31, 2015 and 2014, these revisions are as follows:

 

F-14



Table of Contents

 

Note 16.2

 

 

 

For the year ended December 31,

 

 

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

Effects on statement of profit and loss as previously reported

 

97,487,598

 

(17,548,140

)

Adjustment

 

(2,683,876

)

(453,952

)

Effects on statement of profit and loss as revised

 

94,803,722

 

(18,002,092

)

 

 

 

 

 

 

Effects on statement of profit and loss from discontinued operations as previously reported

 

(2,683,876

)

(12,026,969

)

Adjustment

 

2,683,876

 

12,480,921

(*)

Effects on statement of profit and loss from discontinued operations as revised

 

 

453,952

 

 


(*) The reclassification of corresponding deferred income tax assets and liabilities to the discontinued operations line item is presented separately for an amount of (ThCh$12,026,969).

 

Note 26

 

 

 

For the year ended December 31,

 

 

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

Total current income tax expense, net as previously reported

 

156,027,681

 

107,130,790

 

Adjustment

 

(2,683,876

)

798,777

 

Total current income tax expense, net, as revised

 

153,343,805

 

107,929,567

 

 

 

 

 

 

 

Total deferred income tax expense, net, as previously reported

 

(97,487,598

)

18,800,869

 

Adjustment

 

2,683,876

 

(798,777

)

Total deferred income tax expense, net as revised

 

(94,803,722

)

18,002,092

 

 

c)             Certain revisions have been made to correct amounts that were not properly presented in the notes to the consolidated financial statements. The Company determined that in Notes 25.5 and 25.6 to the consolidated financial statements certain amounts related to the effects of discontinued operations were not presented appropriately for the years ended December 31, 2015 and 2014.

 

There is no impact to the consolidated statement of profit and loss and other comprehensive profit. The Company has evaluated the effects of these errors within the notes to the consolidated financial statements and concluded that none are material to any of its previously issued annual Consolidated Financial Statements. Nevertheless, the Company has elected to revise the periods mentioned above. For the years ended December 31, 2015 and 2014, these revisions are as follows:

 

F-15



Table of Contents

 

Note 25.5 Other operating income

 

 

 

Discontinued operation 2015

 

Other operating income

 

As previously
reported December
31, 2015

 

Adjustment

 

As revised
December 31,
2015

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Other income

 

883,399

 

(1,319,849

)

(436,450

)

 

Note 25.6 Financial results

 

 

 

Discontinued operation 2015

 

Other gains ( losses)

 

As previously
reported December
31, 2015

 

Adjustment

 

As revised
December 31, 2015

 

 

 

ThCh$

 

 

 

 

 

Other finance income

 

862,350

 

(993,798

)

(131,448

)

Financial income

 

862,350

 

(993,798

)

(131,448

)

 

 

 

 

 

 

 

 

Bank loan expenses

 

(33,329

)

66,658

 

33,329

 

Interest on bank loans

 

(5,195,830

)

19,517,051

 

14,321,221

 

Financial Expenses

 

(5,229,159

)

19,583,709

 

14,354,550

 

 

 

 

 

 

 

 

 

Results from UF indexed bonds in Chile

 

(38,046

)

76,092

 

38,046

 

(Losses) gains from indexation

 

(38,046

)

76,092

 

38,046

 

 

 

 

 

 

 

 

 

Bond debt USA and Peru

 

2,760,915

 

(5,521,830

)

(2,760,915

)

Exchange difference

 

2,760,915

 

(5,521,830

)

(2,760,915

)

 

 

 

 

 

 

 

 

Financial results total

 

(1,643,940

)

13,144,173

 

11,500,233

 

 

Note 25.6 Financial results

 

 

 

Discontinued operation 2014

 

Other gains ( losses)

 

As previously
reported
December 31,
2014

 

Adjustment

 

As revised
December 31,
2014

 

 

 

 

 

 

 

ThCh$

 

Other finance income

 

269,291

 

(528,911

)

(259,620

)

Financial income

 

269,291

 

(528,911

)

(259,620

)

 

 

 

 

 

 

 

 

Bank loan expenses

 

(98,788

)

197,576

 

98,788

 

Interest on bank loans

 

(9,885,062

)

48,738,828

 

38,853,766

 

Financial Expenses

 

(9,983,850

)

48,936,404

 

38,952,554

 

 

 

 

 

 

 

 

 

Results from UF indexed bonds in Chile

 

(1,281,445

)

6,251,377

 

4,969,932

 

(Losses) gains from indexation

 

(1,281,445

)

6,251,377

 

4,969,932

 

 

 

 

 

 

 

 

 

Bond debt USA and Peru

 

(5,539,807

)

24,738,486

 

19,198,679

 

Exchange difference

 

(5,539,807

)

24,738,486

 

19,198,679

 

 

 

 

 

 

 

 

 

Financial results total

 

(16,535,811

)

79,397,356

 

62,861,545

 

 

F-16



Table of Contents

 

2.2          New and amended standards adopted by the group

 

(a) New standards, amendments and interpretations adopted by the Group from January 1, 2016.

 

Standard

 

Description

 

 

 

IFRS 11 — Acquisition of an interest in a joint operation

 

The amendments clarify the accounting for acquisitions of an interest in a joint operation when the operation constitutes a business.

 

 

 

IAS 16 — Property, Plant and Equipment

 

The amendments provide additional guidance on how the depreciation or amortization of property, plant and equipment and intangible assets should be calculated.

 

 

 

IAS 1 — Presentation of Financial Statements

 

The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports.

 

 

 

IFRS 10 and IAS 28 — “Consolidated financial statements” and “Investments in associates and joint ventures”

 

These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries.

 

Annual Improvements to IFRSs 2012—2014 Cycle issued on 25 September 2014.

 

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

 

Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.

 

 

 

IFRS 7 Financial Instruments: Disclosures

 

Adds additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of determining the disclosures required.

 

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IAS 19 Employee Benefits

 

Clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid (thus, the depth of the market for high quality corporate bonds should be assessed at currency level).

 

The adoption of these standards and amendments did not have have a material impact on the Group,

 

(b) New standards, amendments and interpretations not yet adopted.

 

Standard

 

Description

 

Application for
annual periods
beginning on or
after:

IFRS 9 “Financial Instruments”

 

The complete version of IFRS 9 replaces most of the guidance in IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39.  

 

01-01-2018

 

 

 

 

 

IFRS 15 “Revenue from Contracts with Customers”

 

This standard defines a new model to recognize revenue from contracts with costumers.

 

01-01-2018

 

 

 

 

 

IFRS 16  “Leases”

 

Specifies how an IFRS reporter will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value

 

01-01-2019

 

 

 

 

 

IFRIC 22 — Foreign Currency Transactions and Advance Consideration

 

IFRIC 22 clarifies the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency.

 

01-01-2018

 

 

 

 

 

IAS 7 — Statement of Cash Flows

 

The amendments are intended to clarify IAS 7 to improve disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities.

 

01-01-2017

 

 

 

 

 

IAS 12 — Income Taxes

 

The IASB had concluded that the diversity in practice around the recognition of a deferred tax asset that is related to a debt instrument measured at fair value is mainly attributable to uncertainty about the application of some of the principles in IAS 12. Therefore the amendments consist of some clarifying paragraphs and an illustrating example.

 

01-01-2017

 

 

 

 

 

IFRS 2 — Share-based Payment

 

The amendments to IFRS 2 clarify the classification and measurement of share-based payment transactions. The amendments address several requests that the IASB and the IFRS Interpretations Committee received and that the IASB decided to deal with in one combined narrow-scope project.

 

01-01-2018

 

 

 

 

 

IFRS 15 — Revenue from Contracts with Customers

 

The amendments in Clarifications to IFRS 15 ‘Revenue from Contracts with Customers’ address three of the five topics identified (identifying performance obligations, principal versus agent considerations, and licensing) and provide some

 

01-01-2018

 

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Standard

 

Description

 

Application for
annual periods
beginning on or
after:

 

 

transition relief for modified contracts and completed contracts. The IASB concluded that it was not necessary to amend IFRS 15 with respect to collectability or measuring non-cash consideration. In all its decisions, the IASB considered the need to balance helping entities with implementing IFRS 15 and not disrupting the implementation process.

 

 

 

 

 

 

 

IAS 40 — Investment Property

 

The amendment provides guidance on transfers to, or from, investment properties. More specifically, the question was whether a property under construction or development that was previously classified as inventory could be transferred to investment property when there was an evident change in use.

 

01-01-2018

 

 

 

 

 

IFRS 12 — Disclosure of Interests in Other Entities

 

The amendment clarifies the scope of the standard by specifying that the disclosure requirements in the standard, except for those in paragraphs B10—B16, apply to an entity’s interests listed in paragraph 5 that are classified as held for sale, as held for distribution or as discontinued operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

 

01-01-2018

 

 

 

 

 

IAS 28 — Investments in Associates and Joint Ventures (2011)

 

The amendment clarifies that the election to measure at fair value through profit or loss an investment in an associate or a joint venture that is held by an entity that is a venture capital organisation, or other qualifying entity, is available for each investment in an associate or joint venture on an investment-by-investment basis, upon initial recognition

 

01-01-2018

 

 

 

 

 

IFRS 10 — Consolidated Financial Statements

 

The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures.

The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations).

Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s investors in the associate or joint venture. The amendments apply prospectively.

 

N/A**

 


 

 

** In December the IASB decided to defer the application date of this amendment until such time  as the IASB has finalised its research project on the equity method.

 

 

 

These standards, amendments and interpretations are not expected to have a material impact on the Group, except for the following:

 

IFRS 9 - Financial Instruments

 

IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

 

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While the Group has not yet undertaken a detailed assessment of the classification and measurement of financial assets, debt instruments currently classified as available-for-sale (AFS) financial assets would appear to satisfy the conditions for classification as at fair value through other comprehensive income (FVOCI) and hence there will be no change to the recognition of such assets.

 

The other financial assets held by the Group mainly include:

 

·                  Mutual Fund Shares

·                  Derivatives (hedging and economical)

·                  Highly liquid financial instruments, and

·                  Financial investments long term

 

The Group does not expect the new guidance to have a significant impact on the classification and measurement of these financial assets.

 

There will be no impact on the Group’s recognition for financial liabilities, as the new requirements only affect the recognition for financial liabilities that are designated at fair value through profit or loss and the group does not have liabilities with such classification. The derecognition rules have been transferred from IAS 39 Financial Instruments: Recognition and Measurement and have not been changed.

 

The new hedge accounting rules will align the recognition for hedging instruments more closely with the Group’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles-based approach. While the Group is yet to undertake a detailed assessment, it would appear that the Group’s current hedge relationships would qualify as accounting hedges upon the adoption of IFRS 9. Accordingly, the Group does not expect a significant impact on the accounting for its hedging relationships.

 

The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under IAS 39. It applies to financial assets classifies at amortized cost, debt instruments measured at FVOCI, contracts under IFRS 15 Revenue from Contracts with costumers, lease receivables, loan commitments and certain financial guarantee contracts. While the Group has not yet undertaken a detailed assessment of how its impairment provisions would be affected by the new model, it may result in an earlier recognition of credit losses.

 

The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change the nature and extend of the Group’s disclosures about its financial instruments particularly in the year of the adoption of the new standard.

 

IFRS 9 must be applied mandatorily for financial years commencing on or after January 1, 2018.

 

The Group does not intend to adopt IFRS 9 before its mandatory date. At this stage, the Group does not intend to adopt the standard before its effective date.

 

IFRS 15 - Revenue from Contracts with Costumers

 

The IASB has issued a new standard for the recognition of revenue. This will replace IAS 18 which covers contracts for goods and services and IAS 11 which covers construction contracts.

 

The new standard is based on the principle that revenue is recognized when control of a good or service transfers to a customer.

 

The standard permits a full retrospective or modified retrospective approach for adoption.

 

Management is currently assessing the effects of applying the new standard on the Group’s financial statements and has identified the following areas that are likely to be affected:

 

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·                  Accounting for the customers loyalty program — IFRS 15 requires that the total consideration received must be allocated to the points and goods based on relative stand-alone selling prices rather than based on the residual value method; this could result in different amounts being allocated to the goods sold and deffera in the recognition of a portion of the revenue, and

·                  GIFT CARD - IFRS 15 allows that when it is adequately established the rate of wastage from clients, over their separate total contractual rights (breakage), the variable consideration treatment is given and a portion of such right is recognized as revenue. This could lead to a recognition of revenue in advance.

 

IFRS 15 must be applied mandatorily for financial years commencing on January 1, 2018. The expected date of adoption by the Group is January 1, 2018. At this stage, the Group is not able to estimate the impact of this new standard on the Group’s financial statements, the Group will make a more detailed assessment of the impact over the next twelve months.

 

IFRS 16 - Leases

 

IFRS 16 was issued in January 2016. It will result in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases.

 

The accounting for lessors will not significantly change.

 

The standard will affect primarily the recognition of the Group’s operating leases. As at the reporting date, the Group has non-cancellable operating leases commitments of Ch$ 1,755,184 million (see note 30). However, the Group has not yet determined to what extend these commitments will result in the recognition of an asset and liability for future payments and how this will affect the Group’s profit and classification of cash flows.

 

Some of the commitments may be covered by the exception for short-term and low-value leases and some commitments may relate to arrangements that will not qualify as leases under the new IFRS 16 definitions.

 

IFRS 16 is mandatory for financial years commencing on or after January 1, 2019. At this stage, the Group does not intend to adopt the standard before its effective date.

 

2.3                                     Consolidation basis

 

2.3.1                           Subsidiaries

 

Subsidiaries are entities controlled by the Group. The Group controls an entity when it’s exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity.

 

When the Group holds less than a majority of voting rights over an investee, it has the power over the investee when these voting rights are sufficient to give the Group the ability to direct unilaterally the relevant activities of the investee. The Group considers all facts and circumstances to evaluate if the voting rights over an investee are sufficient to give it power, including:

 

(a)         the size of the investor holding of voting rights relative to the size and dispersion of holding of the other vote holders; (b) the potential voting rights held by the investor, other vote holders or other parties; (c) rights arising from other contractual agreements; and (d) any additional facts and circumstances that indicate the investor has, or does not have, the current ability to direct the relevant activities in the time that decision need to be made, including voting patterns at previous shareholders’ meetings.

 

The Group will reassess whether it controls an investee if facts and circumstances indicate that there are changes in the elements of control previously mentioned.

 

The financial statements of subsidiaries are included in the consolidated financial statements from the date in which control commences until the date in which control ceases.

 

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2.3.2 Associates

 

Associates are those entities where the Group has a significant influence but not control, which is generally reflected in an interest between 20% and 50% of the voting rights. The investments in associates are accounted for using the equity method and are initially recognized at cost. The investment of the Group in associates includes the goodwill of the acquisition, net of any accumulated impairment loss.

 

The Group’s interest in the gains or losses which occurred after the acquisition of its associates is charged to profit and loss, and its participation in the equity changes subsequent to the acquisition that do not correspond to profit and loss is allocated to the corresponding equity reserves (and is presented accordingly in the statement of other comprehensive profit).

 

When the Group’s interest in the losses of an associate is equal to or higher than its interest—including any other uninsured accounts receivable—the Group does not recognize additional losses, unless it has incurred liabilities or payments on behalf of the associate.

 

Unrealized profits on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in such entities. The unrealized losses are also eliminated unless the transaction provides evidence of impairment loss of the asset transferred. Whenever necessary to ensure consistency within the Group’s policy, the accounting policies of the associates are modified.

 

Dilution gains or losses in associates are recognized in the statement of income.

 

The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the impact in the statement of income.

 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions—that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the associate is recorded in equity.

 

2.4          Subsidiary entities

 

2.4.1                      Directly consolidated entities

 

The detail of the subsidiaries included in consolidation is as follows:

 

 

 

 

 

 

 

Interest percentage

 

 

 

Tax ID

 

 

 

12/31/2016

 

12/31/2015

 

12/31/2014

 

Country

 

Number

 

Company name

 

Direct

 

Indirect

 

Total

 

Total

 

Total

 

 

 

 

 

 

 

%

 

%

 

%

 

%

 

%

 

Chile

 

81.201.000-K

 

Cencosud Retail S.A.

 

99.9620

%

0.0004

%

99.9624

%

99.9609

 

99.9609

 

Chile

 

96.671.750-5

 

Easy Retail S.A.

 

99.5748

%

0.3516

%

99.9264

%

99.5750

 

99.5750

 

Chile

 

76.568.660-1

 

Cencosud Administradora de Procesos S.A. (1)

 

0.0000

%

0.0000

%

0.0000

%

100.0000

 

100.0000

 

Chile

 

96.978.180-8

 

Cencosud Internacional Ltda.

 

90.0800

%

9.9200

%

100.0000

%

100.0000

 

99.9963

 

Chile

 

94.226.000-8

 

Cencosud Shopping Centers S.A.

 

99.99996

%

0.0000

%

99.99996

%

99.99996

 

99.99996

 

Chile

 

78.410.310-2

 

Comercial Food And Fantasy Ltda.

 

90.0000

%

0.0000

%

90.0000

%

90.0000

 

90.0000

 

Chile

 

76.433.310-1

 

Costanera Center S.A.

 

99.99996

%

0.0000

%

99.99996

%

100.0000

 

99.9999

 

Chile

 

76.476.830-2

 

Cencosud Fidelidad S.A.

 

99.0000

%

1.0000

%

100.0000

%

100.0000

 

100.0000

 

Chile

 

99.565.970-0

 

Banco Paris S.A.

 

98.8900

%

1.1100

%

100.0000

%

100.0000

 

100.0000

 

Chile

 

83.123.700-7

 

Mercado Mayorista P y P Ltda.

 

90.0000

%

0.0000

%

90.0000

%

90.0000

 

90.0000

 

China

 

Foreign

 

Cencosud (Shanghai) Trading CO, Ltda.

 

100.0000

%

0.0000

%

100.0000

%

100.0000

 

100.0000

 

Chile

 

76.236.195-7

 

Cencosud Argentina SPA (2)

 

0.0000

%

0.0000

%

0.0000

%

100.0000

 

100.0000

 

 


(1) On February 1, 2016, Easy S.A. (Absorbed Company) was merged with and into Easy Retail S.A.

 

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(Absorbent Company), formerly known as Cencosud Administradora de Procesos S.A., latterly succeeding in all its rights and obligations.

 

(2) From January 1, 2016, Cencosud Argentina S.P.A. (Absorbed Society) was merged with and into Cencosud International Argentina S.P.A. (Absorbent Society), latterly succeeding in all the absorbed rights and obligations and acquiring all of its assets and liabilities. Cencosud Argentina S.P.A. was consequently dissolved.

 

2.4.2                                      Indirect consolidation entities

 

The financial statements of consolidated subsidiaries also include the following companies:

 

Country

 

Tax ID number

 

Company name

 

Chile

 

81.201.000-K

 

Cencosud Retail S.A.

 

Chile

 

76.062.794-1

 

Santa Isabel Administradora S.A.

 

Chile

 

77.301.910-K

 

Logística y Distribución Paris Ltda.

 

Chile

 

77.312.480-9

 

Administradora de Servicios Cencosud Ltda.

 

Chile

 

99.586.230-1

 

Hotel Costanera S.A.

 

Chile

 

79.829.500-4

 

Eurofashion Ltda.

 

Chile

 

76.166.801-3

 

Administradora TMO S.A.

 

Chile

 

76.168.900-2

 

Meldar Capacitación Ltda.

 

Chile

 

77.779.000-5

 

Paris Administradora Ltda.

 

Chile

 

96.989.640-0

 

MegaJohnson’s Viña del Mar S.A.

 

Chile

 

96.988.700-2

 

Johnson Administradora Ltda.

 

Chile

 

76.398.410-9

 

American Fashion SPA

 

Chile

 

76.568.660-1

 

Easy Retail S.A.

 

Chile

 

94.226.000-8

 

Cencosud Shopping Centers S.A.

 

Chile

 

88.235.500-4

 

Sociedad Comercial de Tiendas S.A.

 

Chile

 

84.658.300-9

 

Inmobiliaria Bilbao Ltda.

 

Chile

 

78.409.990-8

 

ACC Alto las Condes Ltda.

 

Chile

 

76.433.310-1

 

Costanera Center S.A.

 

Chile

 

96.732.790-5

 

Inmobiliaria Santa Isabel S.A.

 

Chile

 

76.203.299-6

 

Comercializadora Costanera Center S.P.A.

 

Chile

 

99.565.970-0

 

Banco Paris S.A.

 

Chile

 

96.978.180-8

 

Cencosud Internacional Ltda.

 

Chile

 

76.258.309-7

 

Cencosud Internacional Argentina S.P.A.

 

Argentina

 

Foreign

 

Cencosud S.A.(Argentina)

 

Argentina

 

Foreign

 

Unicenter S.A.

 

Argentina

 

Foreign

 

Jumbo Retail Argentina S.A.

 

Argentina

 

Foreign

 

Agrojumbo S.A.

 

Argentina

 

Foreign

 

Blaisten S.A.

 

Argentina

 

Foreign

 

Cavas y Viñas El Acequion S.A.

 

Argentina

 

Foreign

 

Agropecuaria Anjullón S.A.

 

Argentina

 

Foreign

 

Corminas S.A.

 

Argentina

 

Foreign

 

Invor S.A.

 

Argentina

 

Foreign

 

Pacuy S.A.

 

Argentina

 

Foreign

 

Supermercados Davi S.A.

 

Uruguay

 

Foreign

 

SUDCO Servicios Regionales S.A.

 

Colombia

 

Foreign

 

Cencosud Colombia S.A.

 

Brazil

 

Foreign

 

Cencosud Brasil Comercial Ltda.

 

Brazil

 

Foreign

 

Mercantil Rodrigues Comercial Ltda.

 

Brazil

 

Foreign

 

Perini Comercial de Alimentos Ltda.

 

Peru

 

Foreign

 

Cencosud Perú S.A.

 

Peru

 

Foreign

 

Loyalty Perú SAC

 

Peru

 

Foreign

 

Almacenes Metro S.A.

 

Peru

 

Foreign

 

Cencosud Retail Perú S.A.

 

Peru

 

Foreign

 

Tres Palmeras S.A.

 

Peru

 

Foreign

 

Las Hadas Inversionistas S.A.

 

Peru

 

Foreign

 

Cinco Robles SAC.

 

Peru

 

Foreign

 

ISMB Supermercados S.A.

 

Peru

 

Foreign

 

Travel International Partners Perú S.A.

 

Peru

 

Foreign

 

Banco Cencosud S.A.

 

 

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Table of Contents

 

2.5                                Foreign currency transaction

 

2.5.1                      Functional and presentation currency

 

Each entity included in these consolidated financial statements is measured using its functional currency, which is the currency of the main economic environment where the entity operates.

 

In the case of international subsidiaries, the functional currency of each company has been defined to be the local currency, as the business has a local focus and it is involved in the retail business.

 

The functional currency of each subsidiary that the Group operates is:

 

Country

 

Functional currency

Chile

 

Chilean peso

Argentina

 

Argentinian peso

Brazil

 

Brazilian Real

Peru

 

Peruvian Nuevo Sol

Colombia

 

Colombian peso

China

 

Yuan

 

If the presentation currency differs from the functional currency of the entity, this entity must translate its results and financial position to the selected presentation currency, which in this case is the Chilean peso.

 

2.5.2                                      Transactions and balances

 

Transactions in foreign currency and adjustable units (“Unidad de Fomento” or “UF”) are recorded at the exchange rate of the corresponding currency or adjustable unit as of the date on which the transaction complies with the requirements for its initial recognition. The UF is a Chilean inflation-indexed, peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month’s inflation rate. At the close of each statement of financial position the monetary assets and liabilities denominated in foreign currencies and adjustable units are translated into Chilean pesos at the exchange rate of the corresponding currency or adjustable unit. The exchange difference arising, both from the liquidation of foreign currency operations, as well as from the valuation of foreign currency monetary assets and liabilities, and the difference arising from the changes in adjustable units are recorded in the statement of profit and loss.

 

Transactions in foreign currency will be translated to the functional currency using the exchange rates in effect at the time of each transaction. Gains and losses in foreign currency that result from the liquidation of the transactions and from the translation at the current exchange rates as of the closing of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of profit and loss.

 

Exchange rates

 

The assets and liabilities held in foreign currency and those set in UF (indexation unit), are presented at the following exchange rates and closing values:

 

Date

 

Ch$/US$

 

$Ch/Uf

 

$Ch/$ Ar$

 

$Ch/
Colombian$

 

$Ch/
Peruvian
nuevo sol

 

$Ch/
Brazilian
real

 

$CL/
Chinese
yuan

 

12-31-2016

 

669.47

 

26,347.98

 

42.28

 

0.22

 

199.69

 

205.82

 

96.13

 

12-31-2015

 

710.16

 

25,629.09

 

54.75

 

0.22

 

208.25

 

178.31

 

108.11

 

12-31-2014

 

606.75

 

24,627.10

 

70.97

 

0.25

 

202.93

 

228.27

 

97.59

 

 

Group entities

 

The results and financial position of all the entities of the Group (none is in a hyperinflationary economy), that have a functional currency different than the presentation currency, are translated to the presentation currency as

 

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Table of Contents

 

follows:

 

a.              Assets, liabilities and equity of each statement of financial position are translated at the closing exchange rate of the closing date of the accounting period.

 

b.              Revenues and expenses of each statement of profit and loss are translated at average exchange rate (unless this average does not represent a reasonable approximation of the accumulative effect of the rates existing on the transaction dates, in which case income and expenses are translated at the exchange rate of the date of the transaction); and

 

c.               All the resulting exchange differences are recognized in other comprehensive income.

 

On consolidation, the exchange rate differences arising from the translation of a net investment in foreign operations (or local entities with a functional currency that is different than the holding company), are recorded in net equity. When an investment is sold or disposed of (in part or entirely), exchange differences are recorded in the statement of income as part of the gain or loss on sale.

 

Adjustments to goodwill and fair value of the assets and liabilities arising from the acquisition of a foreign entity (or entity with a functional currency different to that of the holding company) are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate.

 

2.6                                Financial information of operating segments.

 

Segment information is reported in a manner consistent with the internal reports delivered to those responsible for making the relevant operating decisions. Such executives are in charge of allocating resources and assessing the performance of the operating segments, which have been identified as: supermarkets, department stores, home improvement stores, shopping centers, financial services and other for which the strategic decisions are made.

 

This information is detailed in Note 28.

 

2.7                                Property, plant and equipment.

 

Property, plant and equipment are measured at the acquisition cost, which includes the additional costs incurred until the asset is in operating condition, less the accumulated depreciation and the impairment losses.

 

Impairment losses are recorded as expenses in the Company’s consolidated statements of profit and loss by function.

 

Depreciation is recorded in the statement of profit and loss following the straight line method considering the useful life of the different components.

 

Leasehold improvements are amortized over the shorter of useful life or the duration of lease agreements.

 

The Group reviews the residual value, useful life and depreciation method of the property, plant and equipment as of each reporting period. Modifications in the initially set criteria are recognized, according to the situation, as a change in an estimate.

 

Periodic expenses related to maintenance, conservation and repairs are recorded in the consolidated statement of profit and loss by function as incurred.

 

Subsequent costs 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 the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to income during the financial period in which they are incurred.

 

2.8                                Investment property.

 

Investments properties are assets maintained to generate income through lease which corresponds to land, buildings, work in progress and other constructions which are held to be leased or for a capital appreciation as a

 

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result of the increases in the future of their respective market prices. Investment properties are initially recognized at acquisition cost which mainly includes its purchase price and any directly attributable expenditure and are not subject to annual depreciation. The group has chosen the fair value model as its accounting policy for subsequent remeasurement of these assets, using the methodology of discounting the future cash flows to an appropriate discount rate. Gains and losses arising from changes in fair value of investment properties are included in the statement of profit and loss as they occur. Gains from investment property revaluation are not part of the taxable income and are excluded in determining the distributable net result for minimum accrual dividend.

 

The Group owns shopping centers in which it keeps its own stores and stores leased to third parties. In these cases, only the portion leased to third parties is considered investment property, recognizing its own stores as property, plant and equipment in the financial statements.

 

Transfers to, or from, investment property are made when there is a change in use. For a transfer from investment property to owner-occupied property or inventories, the property’s deemed cost will be considered its fair value at the date of the change in use.  If an owner-occupied property becomes an investment property, the Company will apply its property plant and equipment accounting policies up to the date of change in use and will recognize any difference between the carrying amount of the property and its fair value at that date as a reserve in other comprehensive income, in the same way as a revaluation is recognized in accordance with IAS 16.

 

2.9                                Intangible assets.

 

2.9.1                      General.

 

Intangible assets are those non-monetary assets without physical substance that are able of being separable and identified, either because they are separable or because they arise from a legal or a contractual right. Intangible assets recorded in the statement of financial position are those assets whose cost can be measured in a reliable way (or identified and recorded at fair value in a business combination) and those that the Group expects will generate future economic benefits.

 

In the case of intangible assets with an indefinite useful life, the Company considers that these maintain their value constantly over time, and therefore are not amortizable. However, these are tested for impairment annually, or more frequently, if events or changes in circumstances indicate a potential impairment.

 

2.9.2                    Goodwill.

 

The goodwill represents the excess of the acquisition cost over the fair value of the Group’s interest in the identifiable net assets of the subsidiary/associate as of the date of acquisition. Goodwill related to subsidiary acquisitions is included in the line item intangible assets. Goodwill related to acquisitions of associates is included under investments in associates, and is tested for impairment along with the total balance of the associate.

 

Goodwill is not amortized; it is subsequently measured at cost less accumulated impairment losses and tested for impairment annually. To perform this analysis, goodwill is allocated among the cash generating units that are expected to benefit from the business combination in which the goodwill arose, and estimate the recoverable value of the cash generating units through the method of the discounted cash flows estimated for each of the cash generating units. If the recoverable value of any of the cash generating units is lower than the discounted cash flows, a loss should be recorded to income for the period. A loss from impairment of goodwill cannot be reversed in subsequent periods.

 

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense.

 

Gains and losses related to the sale of an entity include the carrying value of the goodwill related to the sold entity.

 

2.9.3                    Commercial brands.

 

Commercial brands correspond to intangible assets of indefinite useful life that are shown at its acquisition cost, less any impairment loss. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. These assets are subject to impairment tests annually or more frequently when events indicate that

 

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impairment may exist.

 

2.9.4                    Information technology and licenses.

 

The licenses and database for information technology that have been acquired are capitalized at the cost incurred in the purchase plus the cost of implementation of the specific application. These expenses are amortized over the estimated useful life.

 

The corresponding development and maintenance expense of information technology are recorded as an expense of the period. Costs directly related with the production of unique and identifiable information technology that are controlled by the Group, and that may generate economic benefits that exceed the costs for over a year, are recognized as intangible assets. The direct costs include the expenses related to the personnel developing the application.

 

Development costs of technology recognized as assets are amortized over their estimated useful life.

 

2.10                         Borrowing costs.

 

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of any qualified assets as described in Notes 2.7, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until the assets are ready for their intended use or sale.

 

Investment income, earned on the temporary investment related to specific borrowings pending their expenditures on qualifying assets, is deducted from the borrowing costs eligible for capitalization.

 

All other borrowing costs are recognized in profit and loss in the period in which they are incurred.

 

2.11                         Impairment loss of non-financial assets.

 

The assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. The assets subject to amortization are reviewed for impairment tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

To test if the assets have experienced an impairment of value, the Group compares the book value of the assets with their recoverable amount and recognizes an impairment loss for the excess of the book value over its recoverable amount.

 

The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

 

Non-financial assets other than goodwill that have experienced an impairment loss are subject to subsequent impairment reviews as of each statements of financial position closing date in case a reversal of the loss may have occurred. If this situation occurs, the recoverable amount of the specific asset is recalculated and its amount increased if necessary. The increase is recognized in the Consolidated Statement of Comprehensive Income as a reversal of impairment losses. The increase in the asset resulting from the reversal of the impairment loss is limited to the amount that would have been recognized had there been no impairment.

 

2.12                         Financial assets.

 

The classification depends on the purpose for which the investments were acquired. The Group sets the classification of the investments at the time of the initial recognition. Purchases or sales of financial assets are accounted for at fair value as of the settlement date, which is the date when the asset is delivered or received by the Company.

 

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2.12.1                               Financial assets at fair value through profit or loss.

 

This category has two subcategories: (i) financial assets held for “trading” and (ii) those designated at the beginning as financial assets at fair value through profit or loss. The gains and losses that arise from changes in the subsequent measurement to fair value are included in the profit and loss of the period. A financial asset is classified at fair value through profit and loss if it is acquired mainly with the purpose of selling it in the short-term or if it is designated as such.

 

The financial derivative instruments are classified as held for trading unless they are designated as hedging instruments.

 

2.12.2                               Trade receivables and other receivables.

 

Trade receivables are financial assets other than financial derivative instruments, with fixed payments or with established amounts that are not traded in the financial market. They are included within current assets, with the exception of those maturing in more than twelve months from the closing date of the financial statements, in which case, they are classified as non-current assets.

 

Account receivables originated by the Company with a maturity in excess of 90 days are measured at their “amortized cost” by recognizing the accrued interest based on the effective interest rate (IRR) in profit and loss.

 

Amortized cost means the initial cash outflow or inflow of a financial asset or liability                   less repayments of principal and the cumulative amortization of any transaction fees or costs not recognized in net income in the period of acquisition based on the effective interest rate, considering the potential reductions due to impairment or payment default.

 

The effective interest rate is that which equals the future cash flows with the initial net asset value.

 

2.12.3                               Financial assets and liabilities offset

 

Financial assets and liabilities are offset and the net amount reported in the statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis to realize the asset and settle the liability simultaneously.

 

2.12.4                               Impairment loss on the value of financial assets

 

The Group assesses at each reporting date if there is objective evidence that a financial asset or a group of financial assets may have suffered losses by impairment accounting. A financial asset or a group of financial assets is impaired, and incurred a loss for impairment, if there is evidence objective of an impairment as a result of one or more events that occurred after the initial recognition of the asset, and that event (or events) that causes of loss makes an impact on the estimated future cash flows of the financial asset or group of financial assets that can be estimated reliably.

 

Assets at amortized cost: An impairment allowance for trade accounts receivable is set when there is objective evidence that the Company will not be able to collect all the payments according to the original terms of the accounts receivable. Some indicators of potential impairment of accounts receivable are debtor’s financial difficulties, probability that the debtor will start a bankruptcy process or a financial restructuring, default or failure to pay, as well as the experience related to the behavior and characteristics of the collective portfolio.

 

The amount of the allowance is the difference between the carrying value of the asset and the present value of the estimated future cash flows, discounted at the effective interest rate. The book value of the asset is reduced through the allowance account and the amount of the loss is recorded in the statement of profit and loss.

 

If a loan has a variable interest rate, the discount rate to assess any loss the impairment is determined in accordance with the contract current effective interest rate.

 

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be attributed objectively to an event that occurred after the impairment has been recognized (such as an improvement in the creditworthiness of the debtor), the reversal of previously recognized impairment is recognized in the consolidated statement of profit and loss.

 

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2.13                         Derivative financial instruments and hedging activity.

 

Derivative financial instruments are initially recorded at fair value on the date a derivative contract is entered and are subsequently re-measured at fair value through the statement of profit and loss, except in the specific case when the derivative instrument is designated and qualify as hedging for accounting purposes.

 

The method to recognize a gain or loss resulting from each valuation will depend on whether the derivative is designated as a hedge or not, and on the nature of the inherent risk of the hedged party. The Group designates certain derivatives as: (i) fair value hedge of assets and liabilities recorded in the statements of financial position or; (ii) hedge of asset and liability cash flows recorded in the statements of financial position as highly probable transactions.

 

The Group documents at the inception of the transaction the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedging transactions. The Company also documents their evaluation, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions, are highly offsetting changes in fair values or cash flows of the hedged items. A hedge is considered effective when changes in the fair value or cash flows of the underlying item directly attributable to the risk hedged are offset with the changes in fair value or in the cash flow of the hedging instrument with effectiveness between 80%, to 125%.

 

2.13.1                               Fair value hedge.

 

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the statement of profit and loss, together with any changes in the fair value of the covered parties that can be attributable to the hedged risk.

 

The gain or loss related to the effective portion of interest rate swaps that hedge borrowings at fixed interest rates is recognized in the statement of profit and losses as “financial expenses.”

 

The gain or loss related to the ineffective portion is also recorded immediately in the statement of income depending on the nature of the hedged item within the non-operating items; for those hedges related to foreign exchange exposures, as “exchange difference”; and for those hedges related to interest rate exposures, as “interest expense”. The changes in the fair value of the loans at a fixed rate that can be related to the interest rate risk are recorded in the statement of income under “financial expenses.”

 

If the hedge ceases to comply with the requirements to be recorded following the hedge accounting guidance, the adjustment in the book value of the hedged party for which the effective rate method is being used will be amortized in income over the remaining period until its maturity.

 

2.13.2                               Cash flows hedges

 

The effective portions of the changes in the fair value of derivatives that have been designated and qualify as cash flows hedges are recorded in net equity through other comprehensive income. The gain or loss related to the ineffective portion is recorded immediately in the statement of profit and loss as non-operating items; for those hedges related to foreign exchange exposures, as of “exchange difference”; and for those hedges related to interest rate exposures, as “interest expense”, depending on the nature of the hedged item.

 

The accumulated amounts in net equity are included in the statement of income in the periods in which the hedged parties impact the the statement of profit and loss, having in consideration the nature of the hedged item.

 

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecasted transaction is ultimately recognized in the statement of income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income, presented under non-operating items of “exchange difference” and “interest expense” depending on the nature of the hedged item.

 

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2.14                         Inventories.

 

Assets recorded under inventory are stated at the lower value between acquisition cost or production cost, and the net realizable value.

 

The net realizable value is the estimated sales price in the normal course of operations, less estimated costs necessary to complete the sale.

 

Commercial and other discounts as well as other similar entries are deducted in the determination of the acquisition price.

 

The valuation method of the inventory is the Weighted Average Cost.

 

The cost of inventory includes all the costs related to the acquisition and transformation of the inventory, as well as other costs that may have been incurred to achieve their current condition and location, among which the cost of consumed material, labor, and manufacturing expenses are included.

 

2.15                         Cash and cash equivalents.

 

Cash and cash equivalents include cash-in-hand, time deposits at financial entities, and other liquid short-term investments with a high liquidity usually with an original maturity of up to three months and bank overdrafts. In the statement of financial position, if there are overdrafts, these are recorded under the line other financial liabilities within the line bank loans.

 

2.16                         Borrowings and other financial liabilities.

 

Borrowings, debt arising from bond issuances and financial liabilities are initially recorded at their fair value, less the transaction costs that are directly related to the transaction. Afterwards, the financial liabilities held by the Group are measured at their amortized cost using the effective rate method.

 

The effective rate is that which matches future payments with the net initial value of the liability.

 

The financial liabilities are derecognized when the obligation is cancelled, liquidated or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such exchange or modification is accounted by derecognizing the original liability and recognizing the new liability, and the difference in the respective carrying amounts is recognized in the statement of profit and loss

 

2.17                         Trade payables and other payables.

 

The trade creditors and other accounts payable are recorded at their nominal value, as their average payment terms are small and there is not a relevant difference with their fair value.

 

Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

 

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

 

2.18                         Provisions.

 

Provisions are recorded in the statements of financial position when:

 

a.                       The Group has a present obligation (either legal or implicit) as a result of past events,

b.                       It is probable that a resource outflow will occur that incorporate economic benefits to extinguish the obligation, and

c.                        A reliable estimate of the amount of the obligation can be made.

 

Provisions are measured at the present value of the cash outflows that are expected to be necessary to settle the liability, considering the best information available at the date of the annual financial statements, and are restated

 

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at the closing of each accounting period. The discount rate used to establish the present value reflects the current market assessments, at the date of the financial statements, of the time value of money, as well as the specific risk related to the specific liability.

 

2.19                         Employee benefits

 

2.19.1              Staff vacations.

 

The Company records vacation benefits expense following the accrual method. This benefit corresponds to all the personnel and is equivalent to a fixed amount according to the contracts of each employee. This benefit is recorded at its nominal value.

 

2.19.2              Employee Benefit Plans

 

The Group, in its Brazilian operations has a pension plan among other benefits with the employees. These benefits, both defined benefit and defined contribution, are instrumented through pension plans.

 

The Group’s net obligation in respect of defined benefit plan is calculated separately for each plan by estimating the amount of the future benefit that the employees have earned in the current and prior periods, discounting that amount at present value and deducting the fair value of any plan assets.

 

The calculation of defined benefit obligation is performed annually using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any refund from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

 

Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to the defined benefit plans are recognized in profit and loss.

 

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that related to past service or the gain or loss on curtailment is recognized immediately in profit and loss. The Group recognizes gain and losses on the settlement of a defined benefit plan when the settlement occurs.

 

Defined Contribution plans

 

Obligations for contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

 

2.20                         Revenue recognition.

 

Revenue recognition corresponds to the gross entry of economic benefits during the period from the Group operations. The revenue amount is shown net of any tax levy, price discounts and other items that impact the sales price.

 

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group’s activities, as described below. The group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

 

Ordinary revenue from sales of goods.

The sales of goods are recorded when the risks and benefits that rise from the ownership of the goods are

 

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substantially transferred, the amount of the income can be accurately calculated, and the collection of the sales is deemed probable.

 

Ordinary revenue from leases.

Revenue obtained from leases is recognized in a straight-line over the life of the corresponding contracts as per IAS 17.

 

Interest income.

The financial income derived from the Group’s commercial cards is recorded on an accrual basis according to the terms agreed upon with the customers. Interest is recognized using effective interest rate method.

 

When a loan and receivable is impaired, the group reduces the carrying amount to its recoverable amount, which is the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognized using the original effective interest rate.

 

Revenues from insurance brokerage, travel agencies and family entertainment centers.

The Company has income from personal and/or large-scale insurance brokerage exclusively to customers of the companies involved in the Group. The commission is recognized as earned over the term of the related coverage.

 

The Company generates revenues from domestic and international travel agency services. Commissions are recognized monthly and when the risks and benefits inherent in the transactions have been transferred to third parties.

 

The Company has revenues from of family entertainment services which are part of the malls of the Group. Revenue is recognized when services have been effectively provided.

 

Customer loyalty program.

The Group operates a loyalty program where customers accumulate points for purchases made, which entitle them to discounts on future purchases. The reward points are recognized as a separately identifiable component of the initial sale transaction by allocating the fair value of the consideration received between the award points and the other components of the sale such that the reward points are initially recognized as deferred income at their fair value.

 

Revenue from the reward points is recognized when the points are redeemed. Breakage is recognized as reward points are redeemed based upon expected redemption rates. Reward points expire 12 months after the initial sale.

 

2.21                         Deferred income.

 

Cencosud recognizes deferred income for transactions from which cash is received and when the conditions described in Note 2.20 to record revenue have not been met, such as cash received at the beginning of the issuance of the Group’s investment property rental contracts.

 

Deferred income is recorded in the statement of income on an accrual basis and when the commercial and contractual conditions are met.

 

2.22                         Leases.

 

Leases are classified as financial when they substantially transfer all the risks and benefits related to the ownership of the good. All other leases are considered as operating.

 

Assets acquired through a finance lease are recorded as non-current assets, and are initially measured at the present value of the minimum future payments or at its fair value if it is lower, reflecting the corresponding debt with the lessor as a liability. The payments made are detailed between the debt repayment and the corresponding financial burden, which is recorded as a financial expense for the year.

 

In the case of operating leases, the expense is recorded in a straight line according to the life of the lease contract for the fixed lease portion. The contingent leases are recorded as an expense of the period in which the payment appears probable, as well as the increments of fixed rent indexed by the fluctuation of the consumer price index.

 

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2.23                         Current and deferred income taxes.

 

The tax expense for the period is comprised of current and deferred tax. Tax is recognized in the statement of profit and loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

 

The current tax is that which is estimated that will be paid or recovered during the period, using approved legal tax rates, or about to be approved at the date of the financial position statement, corresponding to the current period and including an adjustment corresponding to income taxes payable or recoverable from prior periods.

 

The deferred tax is calculated using the liability method, which identifies the temporary differences that arise from carrying balances used for the purpose of financial information and those used for tax purposes. The deferred tax liability corresponds to the amounts payable in the future from the temporary tax differences, and the deferred tax assets are those amounts recoverable as a result of temporary deductible differences, compensating negative taxable income balances or tax deductions pending application.

 

The assets and liabilities from deferred income taxes are measured at the rates applicable in the corresponding periods when the assets will be realized or the liabilities will be paid, based on approved current legal regulations at the date of the financial statements and after considering all tax consequences that derive from the way that the Group expects to recover the assets and liquidate the liabilities.

 

A deferred income tax asset is recorded only up to the point that it is probable that there will be future taxable income, against which unused fiscal credits can be applied. The deferred income tax assets accounted for, as well as those not accounted for, are subject to review at every closing date.

 

The deferred income tax rate is accrued from the temporary differences that arise from the investments in subsidiaries and affiliates, except when the Company has control over the time when the temporary differences will be reversed, and what it is probable that the temporary difference will not be reversed in the foreseeable future.

 

The deferred income tax assets and liabilities are recorded in the consolidated financial statements as non-current assets and liabilities, independently of their expected date of realization or settlement.

 

The deferred income tax assets and liabilities are compensated when there is a legally executable right to compensate the current tax assets with the current tax liabilities and when the deferred income tax asset and liability are related to the income tax that is levied by the same tax authority to the same tax subject or to different tax subjects where there is the intention of settling the balances over a net basis.

 

2.24                         Payment of dividends.

 

Provision for the payment of dividends to the Company’s shareholders is made in the annual statement of financial position of the Group as of the date the dividends are approved by the Company’s shareholders or when the corresponding liability is accrued according to legal regulations or the by-laws set at the Shareholders’ Meeting.

 

Law 18,046, requires the distribution of at least 30% of the net results for the year, unless the Shareholders provided by unanimity of the issued voting otherwise. In compliance with this requirement, the Company provisions 30 % of the net result thereof less dividends paid on a temporary basis during the year as minimum dividend.

 

2.25                         Paid-in capital.

 

The Company’s paid-in capital is represented by ordinary shares.

The incremental costs that can be directly allocated to the issuance of new shares are presented as a reduction to paid-in-capital, net of income taxes.

 

2.26                         Share- based payments.

 

Compensation plans implemented through the use of stock options are recognized in the financial statements applying IFRS 2 “Share-based payments”, booking the expenses associated with the services provided by

 

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company executives at the time that these are incurred and a credit in the account of other equity reserves.

 

The Company determines the fair value of the services received by referring to the fair value of the equity instruments at the date on which these are issued. The plan that issues the stock options based on continued employment assumes that the services will be received on a lineal basis up to the maturity date of the stock options. Likewise, in the case of stock options based on performance, it is assumed that the services will be received on a lineal basis up to the maturity date of the stock options.

 

The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, including any performance condition which includes having a current employment contract with the Company or any of its subsidiaries in Chile or abroad and the employment relationship has-not been interrupted from the date of signature of this contract until the date of execution of stock options.

 

At each year end, the Company reviews the estimations of the number of options that can be exercised. Once the options are exercised, the Company will decide if new compensation payments in shares will be issued.

 

2.27                        Non-current assets classified as held for sale.

 

Non current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and the sale is considered highly probable. Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, except forinvestment properties, financials instruments and others that are carried at fair value. An impairment loss is recognized for any initial or subsequent write down of the asset (or disposal group) to fair value less cost to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset ( or disposal group), but  not in excess of any cumulative impairment loss  previously recognized. A gain or loss not previously recognized by the date of the sale of the non current asset (or disposal group) is recognized at the date of recognition. Non-current assets (including those that are part of disposal group) are not depreciated or amortized while they are classified as held for sale.

 

Non current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.

 

2.28                        Discontinued operations.

 

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations, net of tax, are presented separately in the statement of profit and loss. Net cash flows attributable to the operating, investing and financing activities of discontinued operations are required to be disclosed either in the notes to the financial statements or on the face of the statements of cash flows. IFRS 5 requires that a company “restate” its statement of comprehensive income as if the operation had been discontinued for all prior periods presented.

 

2.29                        Cost of sales.

 

Cost of sales includes the cost of acquiring products sold and other costs incurred to bring inventory to the locations and conditions necessary for their sale. These costs primarily include acquisition costs net of discounts obtained, non-recoverable import expenses and taxes, insurance and costs for transporting products to distribution centers.

 

Cost of sales also includes losses related to the credit card receivable portfolio from the financial services segment.

 

2.30                        Other expenses by function.

 

Other expenses by function includes, primarily, advertising expenses that the company incurs to promote its products and brands.

 

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2.31                        Distribution costs.

 

Distribution costs include all expenses necessary to deliver products to customers.

 

2.32                        Administrative expenses.

 

Administrative expenses include payroll and personnel compensation, depreciation of property, plant and equipment for administrative purposes, amortization of non-current assets, and other overhead and administrative expenses.

 

2.33                        Change in accounting policies

 

The Company assess accounting policies frequently, and decide to change any of the adopted standards only if the change: (i) is required by a recently issued IFRS ; or (ii) results in the financial statements providing reliable and more relevant information about the effects of transactions, other events or conditions on the entity’s financial position, financial performance, or cash flows.

 

2.34                        Non-cash transactions

 

Except for the acquisitions of assets through finance leases, the Group has not entered into other non-cash investing or financing transaction. See note 17.5.

 

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3                                               Risk management policies

 

3.1                                     Position-taking financial instruments.

 

3.1.1                           Categories of financial instruments (classification and presentation).

 

The Company’s position-taking instruments are classified based on their nature, characteristics and the purpose for which they have been acquired or issued.

 

As of December 31, 2016, and 2015 the Company classifies its financial instruments as follows:

 

Table 1-1. Classification of financial instruments.

 

December 2016

 

 

 

 

 

 

 

 

 

At amortized cost

 

At fair
value

 

Classification

 

Group

 

Type

 

Note

 

Book value

 

Fair value
(disclosure)

 

Book value

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

At fair value through profit or loss

 

Mutual funds

 

Mutual fund shares

 

6

 

 

 

189,960,780

 

 

 

Derivatives

 

Forward

 

6

 

 

 

1,398,557

 

 

 

Other financial instruments

 

High liquid financial instruments

 

6

 

 

 

28,629,285

 

 

 

 

 

Financial investments-long term

 

6

 

 

 

240,874

 

Loans and trade receivables, net

 

Cash and equivalents

 

Cash balances

 

5

 

52,646,980

 

52,646,980

 

 

 

 

 

 

Bank balances

 

5

 

135,282,148

 

135,282,148

 

 

 

 

 

 

Short-term deposits

 

5

 

87,289,875

 

87,289,875

 

 

 

 

 

 

Trade receivables, net

 

8

 

879,033,383

 

899,487,360

 

 

 

 

Receivables from related  entities

 

Receivables from related parties, current

 

9

 

28,988,176

 

28,988,176

 

 

Financial liabilities and payables

 

Bank loans (1)

 

Current

 

17

 

215,393,417

 

212,407,148

 

 

 

 

 

 

Non-Current

 

17

 

206,299,337

 

207,098,796

 

 

 

 

Bond debt (1)

 

Current

 

17

 

127,530,284

 

126,048,238

 

 

 

 

 

 

Non-Current

 

17

 

2,618,875,407

 

2,686,390,744

 

 

 

 

Other loans (leases)

 

Current

 

17

 

2,713,893

 

2,713,893

 

 

 

 

 

 

Non-Current

 

17

 

19,256,643

 

19,256,643

 

 

 

 

Deposits and saving accounts

 

Current

 

17

 

56,128,948

 

56,128,948

 

 

 

 

 

 

Non-Current

 

17

 

45,030,033

 

45,030,033

 

 

 

 

Debt purchase Subsidiaries

 

Non-Current

 

 

 

1,722,769

 

1,722,769

 

 

 

 

Other financial liabilities—other

 

Current

 

17

 

2,091,081

 

2,091,081

 

 

 

 

Trade payables

 

Current

 

18

 

1,726,983,368

 

1,726,983,368

 

 

 

 

 

 

Non-Current

 

18

 

191,397

 

191,397

 

 

 

 

Withholding taxes

 

Current

 

18

 

199,863,684

 

199,863,684

 

 

 

 

 

 

Non-Current

 

18

 

4,612,328

 

4,612,328

 

 

 

 

Payables to related parties, current

 

Current

 

9

 

18,722,919

 

18,722,919

 

 

Hedges

 

Hedging derivatives

 

Hedging derivatives liabilities

 

6 and 17

 

 

 

16,592,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivatives  assets

 

6 and 17

 

 

 

287,119,800

 

 


(1)         The fair value has been determined using discounted cash flows valuation models. Meaningful inputs include the

 

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discount rate used to reflect the credit risk associated with Cencosud SA, these inputs are categorized at level II, within the fair value hierarchy.

 

December 2015

 

 

 

 

 

 

 

 

 

At amortized cost

 

At fair
value

 

Classification

 

Group

 

Type

 

Note

 

Book value

 

Fair value
(disclosure)

 

Book value

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

At fair value through profit or loss

 

Mutual funds

 

Mutual fund shares

 

6

 

 

 

181,562,472

 

 

 

Derivatives

 

Forward

 

6

 

 

 

1,873,528

 

 

 

Other financial instruments

 

High liquid inancial investments

 

6

 

 

 

71,414,725

 

 

 

 

 

Financial investments — long term

 

6

 

 

 

185,549

 

Loans and trade receivables, net

 

Cash and equivalents

 

Cash balances

 

5

 

41,943,295

 

41,943,295

 

 

 

 

 

 

Bank balances

 

5

 

189,062,850

 

189,062,850

 

 

 

 

 

 

Short-term deposits

 

5

 

37,268,981

 

37,268,981

 

 

 

 

Receivables

 

Receivables due from Bretas

 

6

 

2,625,340

 

2,625,340

 

 

 

 

 

 

Trade receivables, net

 

8

 

850,836,235

 

872,665,225

 

 

 

 

Receivables from related entities

 

Receivables from related parties, current

 

9

 

14,851,194

 

14,851,194

 

 

Financial liabilities and payables

 

Bank loans (1)

 

Current

 

17

 

193,821,962

 

190,870,451

 

 

 

 

 

 

Non-Current

 

17

 

269,733,099

 

270,497,907

 

 

 

 

Bond debt (1)

 

Current

 

17

 

61,488,514

 

60,155,615

 

 

 

 

 

 

Non-Current

 

17

 

2,586,966,437

 

2,634,404,575

 

 

 

 

Other loans (leases)

 

Current

 

17

 

3,025,088

 

3,025,088

 

 

 

 

 

 

Non-Current

 

17

 

29,524,500

 

29,524,500

 

 

 

 

Deposits and saving accounts

 

Current

 

17

 

94,067,332

 

94,067,332

 

 

 

 

 

 

Non-Current

 

17

 

23,601,397

 

23,601,397

 

 

 

 

Debt purchase Subsidiaries

 

Current

 

17

 

1,388,767

 

1,388,767

 

 

 

 

 

 

Non-Current

 

 

 

4,889,206

 

4,889,206

 

 

 

 

Letters of credit

 

Non-Current

 

17

 

8,235,348

 

8,235,348

 

 

 

 

Other financial liabilities—other

 

Current

 

17

 

2,323,419

 

2,323,419

 

 

 

 

Trade payables

 

Current

 

18

 

1,622,571,864

 

1,622,571,864

 

 

 

 

 

 

Non-Current

 

18

 

571,936

 

571,936

 

 

 

 

Withholding taxes

 

Current

 

18

 

233,952,931

 

233,952,931

 

 

 

 

 

 

Non-Current

 

18

 

3,931,055

 

3,931,055

 

 

 

 

Payables to related parties, current

 

Current

 

9

 

29,196,949

 

29,196,949

 

 

Hedges

 

Hedging derivatives

 

Hedging derivatives lliabilities

 

17

 

 

 

1,146,350

 

 

 

 

 

Hedging derivatives assets

 

6

 

 

 

418,721,697

 

 


(1)         The fair value has been determined using discounted cash flows valuation models. Meaningful inputs include the discount rate used to reflect the credit risk associated with Cencosud SA, these inputs are categorized at level II, within the fair value hierarchy.

 

3.1.2.                                   General criteria.

 

The Company maintains instruments classified at fair value through profit and loss for trading and risk management (derivative instruments not classified as cash flow or fair value hedges purposes). This category is comprised of investments in mutual funds, high liquid financial instrumentsand derivatives.

 

The category “loans and trade receivables net” includes bank balances, time deposits and receivables mainly from the credit card business, receivables from consumer credit loans of Banco Paris and notes receivable from customers when credit is extended using post-dated checks. As a result, this category of financial instruments

 

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combines the objectives of surplus optimization, liquidity management and financial planning to satisfy the Company’s working capital needs.

 

Financial liabilities maintained by the Company include obligations with banks and financial institutions, bond issuances and payables, and certificate of deposit issued by Banco Paris and other liabilities.

 

Lastly, the Company has designated as hedges those derivative instruments determined to be highly effective in offsetting exposure to changes in the hedged item attributable to the hedged risk.

 

3.1.3.                                   Accounting treatment of financial instruments (Note 2, accounting policies).

 

3.1.4.                                   Valuation methodology (initially and subsequently).

 

Financial instruments that have been accounted for at fair value in the statement of financial position as of December 31, 2016 have been measured using the methodologies as set forth in IAS 39. These methodologies applied for each class of financial instruments are classified using the following hierarchy:

 

Level I: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted marked price used for financial assets held by the group is the current bid price. These instruments are included in level 1.”

 

Level II: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

 

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

 

Specific valuation techniques used to value financial instruments include:

 

·                  Quoted market prices or dealer quotes for similar instruments;

·                  The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;

·                  The fair value of forward foreign exchange contracts is determined as the present value of forward exchange rates at the balance sheet date;

·                  Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

 

Level III: Inputs for assets or liabilities that are not based on observable market data.

 

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The Group has established control framework with respect to the measurements of fair value. This includes a valuation team that has an overall responsibility for overseeing all significant fair value measurements, including level 3 fair values, and reports directly to the regional CFO.

 

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence from third parties to support the conclusion that such valuations meet the requirements of IFRS, including the fair value hierarchy in which such valuation should be classified.

 

Taking into account the nature and characteristics of the instruments maintained in its portfolio, the Company classifies its valuation methodologies in the three aforementioned levels. Currently, the valuation process considers internally developed valuation techniques, for which parameters and observable market inputs are used, mainly using the present value methodology.

 

In 2016, the Group has no financial instruments categorized at level III, however, the procedures above mentioned are in line with the Group policies regarding the estimation and review of the inputs used in fair-valuing financial assets and current and non-current non-financial assets, see note 4.

 

The table below presents the percentage of financial instruments, valued under each method, compared to their total value.

 

Table 1-4. Valuation methodologies.

 

December 2016

 

 

 

 

 

 

 

 

 

Valuation method

 

 

 

Classification

 

Group

 

Type

 

Note

 

Value

 

Level I

 

Level II

 

Level
III

 

Amortized
cost

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

%

 

%

 

%

 

At fair value through profit or loss

 

Mutual funds

 

Mutual fund shares

 

6

 

189,960,780

 

100

%

 

 

 

 

 

Derivatives

 

Forward

 

6

 

1,398,557

 

 

100

%

 

 

 

 

Other financial Instrument

 

Highly liquid financial instruments

 

6

 

28,629,285

 

100

%

 

 

 

 

 

 

 

Financial investments — long term

 

6

 

240,874

 

100

%

 

 

 

Loans and trade receivables, net

 

Cash and cash equivalents

 

Cash balances

 

5

 

52,646,980

 

 

 

 

100

%

 

 

 

 

Bank balances

 

5

 

135,282,148

 

 

 

 

100

%

 

 

 

 

Short-term deposits

 

5

 

87,289,875

 

 

 

 

100

%

 

 

 

 

Trade receivables, net

 

8

 

879,033,383

 

 

 

 

100

%

 

 

Receivables from related parties

 

Related parties, current

 

9

 

28,988,176

 

 

 

 

100

%

Financial liabilities and payables

 

Bank loans

 

Current

 

17

 

215,393,417

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

206,299,337

 

 

 

0.1

%

 

99.9

%

 

 

Bonds payable

 

Current

 

17

 

127,530,284

 

 

 

 

100.0

%

 

 

 

 

Non-Current

 

17

 

2,618,875,407

 

 

 

0.3

%

 

99.7

%

 

 

Other loans (lease)

 

Current

 

17

 

2,713,893

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

19,256,643

 

 

 

 

100

%

 

 

Deposits and saving accounts

 

Current

 

17

 

56,128,948

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

45,030,033

 

 

 

 

100

%

 

 

Debt purchase affiliates

 

Non-Current

 

17

 

1,722,769

 

 

 

 

100

%

 

 

Other financial liabilities

 

Current

 

17

 

2,091,081

 

 

 

 

100

%

 

 

Trade payables

 

Current

 

18

 

1,726,983,368

 

 

 

 

100

%

 

 

 

 

Non-Current

 

18

 

191,397

 

 

 

 

100

%

 

 

Withholding taxes

 

Current

 

18

 

199,863,684

 

 

 

 

100

%

 

 

 

 

Non-Current

 

18

 

4,612,328

 

 

 

 

100

%

 

 

Payables to related

 

Current

 

9

 

18,722,919

 

 

 

 

100

%

 

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Table of Contents

 

 

 

 

 

 

 

 

 

Valuation method

 

 

 

Classification

 

Group

 

Type

 

Note

 

Value

 

Level I

 

Level II

 

Level
III

 

Amortized
cost

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

%

 

%

 

%

 

 

 

parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedges

 

Hedging derivatives

 

Hedging derivatives liabilities

 

17

 

16,592,870

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivatives assets

 

6

 

287,119,800

 

 

100

%

 

 

 

December 2015

 

 

 

 

 

 

 

 

 

Valuation method

 

 

 

Classification

 

Group

 

Type

 

Note

 

Value

 

Level I

 

Level II

 

Level
III

 

Amortized
cost

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

%

 

%

 

%

 

At fair value through profit or loss

 

Mutual funds

 

Mutual fund shares

 

6

 

181,562,472

 

100

%

 

 

 

 

 

Derivatives

 

Forward

 

6

 

1,873,528

 

 

100

%

 

 

 

 

Other financial Instrument

 

Highly liquid financial instruments

 

6

 

71,414,725

 

100

%

 

 

 

 

 

 

 

financial investments — long term

 

6

 

185,549

 

100

%

 

 

 

Loans and trade Receivables, net

 

Cash and cash equivalents

 

Cash balances

 

5

 

41,943,295

 

 

 

 

100

%

 

 

 

 

Bank balances

 

5

 

189,062,850

 

 

 

 

100

%

 

 

 

 

Short-term deposits

 

5

 

37,268,981

 

 

 

 

100

%

 

 

Receivables

 

Receivables due from Bretas

 

6

 

2,625,340

 

 

 

 

100

%

 

 

 

 

Trade receivables, net

 

8

 

850,836,235

 

 

 

 

100

%

 

 

Receivables from related parties

 

Related parties, current

 

9

 

14,851,194

 

 

 

 

100

%

Financial liabilities and payables

 

Bank loans

 

Current

 

17

 

193,821,962

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

269,733,099

 

 

 

0.1

%

 

99.9

%

 

 

Bonds payable

 

Current

 

17

 

61,488,514

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

2,586,966,437

 

 

 

0.4

%

 

99.6

%

 

 

Other loans (lease)

 

Current

 

17

 

3,025,088

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

29,524,500

 

 

 

 

100

%

 

 

Deposits and saving accounts

 

Current

 

17

 

94,067,332

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

23,601,397

 

 

 

 

100

%

 

 

Debt purchase affiliates

 

Current

 

17

 

1,388,767

 

 

 

 

100

%

 

 

 

 

Non-Current

 

17

 

4,889,206

 

 

 

 

100

%

 

 

Letters of credit

 

Non-Current

 

17

 

8,235,348

 

 

 

 

100

%

 

 

Other financial liabilities

 

Current

 

17

 

2,323,419

 

 

 

 

100

%

 

 

Trade payables

 

Current

 

18

 

1,622,571,864

 

 

 

 

100

%

 

 

 

 

Non-Current

 

18

 

571,936

 

 

 

 

100

%

 

 

Withholding taxes

 

Current

 

18

 

233,952,931

 

 

 

 

100

%

 

 

 

 

Non-Current

 

18

 

3,931,055

 

 

 

 

100

%

 

 

Payables to related parties

 

Current

 

9

 

29,196,949

 

 

 

 

100

%

Hedges

 

Hedging derivatives

 

Hedging derivatives liability

 

17

 

1,146,350

 

 

100

%

 

 

 

 

 

 

Hedging derivatives assets

 

6

 

418,721,697

 

 

100

%

 

 

 

Instruments classified as Level II correspond mainly to interest rate and cross currency swaps that have been

 

F-40



Table of Contents

 

valued by discounting the future cash flows stipulated in the contract for both the asset and liability component of each instrument. The structure of interest rates used to bring the future cash flows to present value is constructed based on the currency of each component and inferred from transactions involving risk-free instruments in the relevant market.

 

In addition, the fair value for informational purposes (Table 1-1) has been estimated for those instruments accounted for at amortized cost. For instruments maturing in less than one year, the Company has determined that the fair value does not differ significantly from the book value presented. The criteria adopted is applied to balances maintained in cash and cash equivalents, trade and other payables and the current portion of bank loans and bonds payable.

 

The Group recognizes transfers between levels of the fair value hierarchy at the end the reporting period during the change has occurred. As of December 31, 2016, there have been no transfers between level I and II, or transfers out of level III to another level of fair value.

 

3.1.5 Master netting or similar agreements

 

The Group does not have any hedged positions that qualify for netting mostly due to; (a) the hedge activities that the Group uses mostly relate to financial liabilities such as bank obligations and bonds, and (b) the position of the fair value of these derivatives contracts, hedging interest rate and exchange rates fluctuations, were favorable and thus presented as a assets as of December 31, 2016 and 2015.

 

3.1.6.                                   Particular effects on equity accounts.

 

As of December 31, 2016, the Company presents an amount deducted from the equity corresponding to the effect of applying special hedge accounting for those derivative financial instruments that have been classified as cash flow hedges, namely derivative contracts (Cross Currency Swap) as follows:

 

Hedged Instrument

 

Hedged
currency

 

Hedged
amount

 

Maturity

 

 

 

 

 

(MM Ch$)

 

 

 

Incabond bond

 

PEN

 

280,000

 

2018

 

144A bond

 

USD

 

635,000

 

2021

 

144A bond

 

USD

 

1,200,000

 

2023

 

144A bond

 

USD

 

150,000

 

2025

 

Scotiabank loan

 

USD

 

33,333

 

2017

 

Rabobank loan

 

USD

 

30,000

 

2018

 

Rabobank loan

 

USD

 

50,000

 

2020

 

Mizuho loan

 

USD

 

41,667

 

2019

 

Sumitomo loan

 

USD

 

50,000

 

2019

 

 

All Cencosud’s  contractual counterparties of “Derivatives” are internationally assessed by rating agencies with “A” grade or superior.

 

In addition, the effect of those gains and losses generated from exchange rate fluctuations has been separated on the income statement and equity, based on the relevant nature of the operations carried out by the Company.

 

3.1.7.                                   Reclassifications.

 

As of the end of this reporting period, there are no reclassifications between categories.

 

3.1.8.                                   Embedded derivatives.

 

As of the end of this reporting period, the Company has not identified any embedded derivatives that should be valued independently from the host contract.

 

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Table of Contents

 

3.1.9.                                   Non-compliance.

 

As of the end of this reporting period, the Company has not identified any non-compliance conditions related to outstanding liabilities.

 

3.1.10.                            Hedges.

 

The Company has entered into derivative contracts to hedge risks of fluctuations in exchange rates and interest rates. These instruments have been designated as hedges of eligible items and have been valued and accounted for as defined in the accounting criteria described in note 2.13.

 

Although the Company holds positions in financial instruments as part of its overall financial risk management strategy, only the following derivative instruments have been classified as accounting hedges:

 

Table 1-10. Hedges.

 

2016

 

 

 

 

 

Hedge
subject

 

 

 

 

 

Book

 

Hedging instrument

 

Fair

 

 

 

Hedge type

 

Risk

 

classification

 

Group

 

Type

 

value

 

Group

 

Type

 

value

 

Note

 

 

 

 

 

 

 

 

 

 

 

(ThCh$)

 

 

 

 

 

(ThCh$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US bond

 

 

Derivate

 

Cross currency swap

 

7,233,863

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US bond

 

 

Derivate

 

Cross currency swap

 

113,934,978

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Rabobank Credit

 

 

Derivate

 

Cross currency swap

 

4,950,198

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Scotiabank Credit

 

 

Derivate

 

Cross currency swap

 

2,617,937

 

6

 

Fair value

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US Bond – 2

 

 

Derivate

 

Cross currency swap

 

15,065,227

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US Bond – 2

 

 

Derivate

 

Cross currency swap

 

137,504,727

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Rabobank Credit

 

 

Derivate

 

Cross currency swap

 

(43,621

)

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Mizuho Credit

 

 

Derivate

 

Cross currency swap

 

400,645

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Sumitomo Credit

 

 

Derivate

 

Cross currency swap

 

5,455,846

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub—total derivative

 

 

 

287,119,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

HSBC Bank

 

 

Derivate

 

Cross currency swap

 

(263,247

)

17

 

Fair value

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

Itau Bank

 

 

Derivate

 

Cross currency swap

 

(1,404,461

)

17

 

Fair value

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

Bank of America

 

 

Derivate

 

Cross currency swap

 

(1,410,834

)

17

 

Cash flow

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

US Bond 3

 

 

Derivate

 

Cross currency swap

 

(6,251,288

)

17

 

Cash flow

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

US Bond 3

 

 

Derivate

 

Cross currency swap

 

(3,115,194

)

17

 

Cash flow

 

Interest rate and exchange rate

 

Financial Liability

 

Bank obligations

 

Incabond

 

 

Derivate

 

Cross currency swap

 

(4,147,846

)

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub—total derivative

 

 

 

(16,592,870

)

 

 

 

2015

 

 

 

 

 

Hedge
subject

 

 

 

 

 

Book

 

Hedging instrument

 

Fair

 

 

 

Hedge type

 

Risk

 

classification

 

Group

 

Type

 

value

 

Group

 

Type

 

value

 

Note

 

 

 

 

 

 

 

 

 

 

 

(ThCh$)

 

 

 

 

 

(ThCh$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US bond

 

 

Derivate

 

Cross currency swap

 

9,453,659

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US bond

 

 

Derivate

 

Cross currency swap

 

155,091,817

 

6

 

Cash flow

 

Interest

 

Financial Asset

 

Bank obligations

 

Rabobank Credit

 

 

Derivate

 

Cross currency swap

 

8,886,287

 

6

 

 

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Table of Contents

 

 

 

 

 

Hedge
subject

 

 

 

 

 

Book

 

Hedging instrument

 

Fair

 

 

 

Hedge type

 

Risk

 

classification

 

Group

 

Type

 

value

 

Group

 

Type

 

value

 

Note

 

 

 

 

 

 

 

 

 

 

 

(ThCh$)

 

 

 

 

 

(ThCh$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rate and exchange rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Scotiabank Credit

 

 

Derivate

 

Cross currency swap

 

8,221,251

 

6

 

Fair value

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US Bond — 2

 

 

Derivate

 

Cross currency swap

 

27,221,902

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bonds payable

 

US Bond — 2

 

 

Derivate

 

Cross currency swap

 

196,025,382

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Rabobank Credit

 

 

Derivate

 

Cross currency swap

 

2,871,461

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Mizuho Credit

 

 

Derivate

 

Cross currency swap

 

2,950,408

 

6

 

Cash flow

 

Interest rate and exchange rate

 

Financial Asset

 

Bank obligations

 

Sumitomo Credit

 

 

Derivate

 

Cross currency swap

 

7,999,530

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub—total derivative

 

 

 

418,721,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow

 

Interest rate

 

Financial liability

 

Bank obligations

 

IFC Credit

 

 

Derivate

 

Interest rate swap

 

(58,029

)

17

 

Cash flow

 

Interest rate and exchange rate

 

Financial liability

 

Bonds payable

 

Incabond 1

 

 

Derivate

 

Cross currency swap

 

(1,088,321

)

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub—total derivative

 

 

 

(1,146,350

)

 

 

 

The cash flow hedges have been evaluated as highly effective. A cash flow hedge is intended to hedge exposure to changes in the cash flows that (i) are attributed to a particular risk associated with an asset or liability recorded previously (as all or some of the future interest payments of debt at variable interest), or a highly probable forecasted transaction and that (ii) may affect profit for the year.

 

For the described hedge, the financial risk refers to the potential upward deviation of equivalent cash flows in the functional currency (Ch$) such as interest payments for bonds and debt. The hedge strategy adopted enables the Company to fix the cash outflow expressed in the functional currency for all coupon payments being hedged.

 

3.2.                             Characteristics of financial risks.

 

The Board of Directors understands that it is imperative for the Company to have an institutional framework that protects its financial stability and sustainability by effectively managing financial risks.

 

In general terms, the Company’s efforts are aimed at maintaining a policy that is sustainable with the development of its business, which by nature incorporates an important number of associated risks. As a result, the Company’s strategy is focused on maintaining strong financial solvency, placing emphasis on obtaining the cash flows necessary for its investments, ensuring proper management of working capital and taking necessary actions to minimize the financial risk from exposure of its loan commitments in different currencies and interest rates.

 

The Company identifies the following risks relevant to its operations:

 

3.2.1.                   Credit risk.

 

The concept of credit risk refers to financial uncertainty, at different time horizons, related to complying with obligations entered into with counterparties, when contractual rights are exercised to receive cash or other financial assets from the Company.

 

3.2.1.1.                         Exposure:

 

The following table presents, as of December 31, 2016 and 2015, the amount in the financial asset category that best represents maximum exposure to credit risk without considering guarantees or credit enhancements.

 

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Table of Contents

 

Table 2-1-1. Exposure to credit risk by financial asset category.

 

As of December 31, 2016

 

Classification

 

Group

 

Type

 

Note

 

Book value

 

 

 

 

 

 

 

 

 

(ThCh$)

 

At fair value through profit or loss

 

Mutual funds

 

Mutual funds shares

 

6

 

189,960,780

 

 

 

Derivatives

 

Forward

 

6

 

1,398,557

 

 

 

Other financial instruments

 

Highly liquid financial investments

 

6

 

28,629,285

 

 

 

 

 

Financial investments — long term

 

6

 

240,874

 

Loans and trade receivables net

 

Cash and cash equivalents

 

Cash balances

 

5

 

52,646,980

 

 

 

 

 

Bank balances

 

5

 

135,282,148

 

 

 

 

 

Short-term deposits

 

5

 

87,289,875

 

 

 

Receivables

 

Trade receivables net, current and not current

 

8

 

879,033,383

 

 

 

 

 

Related parties, current

 

9

 

28,988,176

 

 

 

Derivatives

 

Hedge derivatives

 

6

 

287,119,800

 

 

As of December 31, 2015

 

Classification

 

Group

 

Type

 

Note

 

Book value

 

 

 

 

 

 

 

 

 

(ThCh$)

 

At fair value through profit or loss

 

Mutual funds

 

Mutual funds shares

 

6

 

181,562,472

 

 

 

Derivatives

 

Forward

 

6

 

1,873,528

 

 

 

Other financial instruments

 

Highly liquid financial investments

 

6

 

71,414,725

 

 

 

 

 

Financial investments —long term

 

6

 

185,549

 

Loans and trade receivables net

 

Cash and cash equivalents

 

Cash balances

 

5

 

41,943,295

 

 

 

 

 

Bank balances

 

5

 

189,062,850

 

 

 

 

 

Short-term deposits

 

5

 

37,268,981

 

 

 

Receivables

 

Receivables due from Bretas

 

6

 

2,625,340

 

 

 

 

 

Trade receivables net, current and not current

 

8

 

850,836,235

 

 

 

 

 

Related parties, current

 

9

 

14,851,194

 

 

 

Derivatives

 

Hedge derivatives

 

9

 

418,721,697

 

 

Credit risk exposure is primarily concentrated in i) trade receivables; and ii) credit card operations, which complements the integral products portfolio delivered by the company (see note 8).

 

3.2.1.2.                         Effect of guarantees on exposure.

 

As of the end of this reporting period, the Company has not received any guarantees or other credit enhancements that impact its credit exposure detailed above. However, trade receivables are adequately covered from operating risks with life insurance policies that cover the risk of death.

 

3.2.1.3.                         Concentrations.

 

As of the end of this reporting period, the Company identifies its concentrations for credit risk based on the relevant counterparty for each category of financial assets.

 

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Table of Contents

 

Table 2-1-2. Diversification of counterparties.

 

As of December 31, 2016

 

Classification

 

Group

 

Type

 

Counterparty

 

Exposure
by type of
instrument

 

 

 

 

 

 

 

 

 

%

 

At fair value through profit and loss

 

Mutual funds

 

Mutual funds

 

Domestic banks

 

45.37

%

 

 

 

 

 

 

Foreign banks

 

54.63

%

 

 

Other financial instruments

 

Highly liquid financial instruments

 

Domestic banks

 

100.00

%

 

 

 

 

 

 

Foreign banks

 

0.00

%

 

 

 

 

Financial investmentss — long tem

 

Domestic banks

 

100.00

%

 

 

 

 

 

 

Foreign banks

 

0.00

%

Trade receivables and credit card

 

Cash and cash equivalents

 

Cash balances

 

Domestic banks

 

30.74

%

 

 

 

 

 

 

Foreign banks

 

69.26

%

 

 

 

 

Bank balances

 

Domestic banks

 

37.69

%

 

 

 

 

 

 

Foreign banks

 

62.31

%

 

 

 

 

Short- term deposits

 

Domestic banks

 

56.60

%

 

 

 

 

 

 

Foreign banks

 

43.40

%

 

 

Receivables from related parties

 

Related parties, current

 

Non-financial institutions

 

100.00

%

Hedges

 

Derivatives

 

Hedge assets

 

Domestic banks

 

100.00

%

 

 

 

 

 

 

Foreign banks

 

0.00

%

 

As of December 31, 2015

 

Classification

 

Group

 

Type

 

Counterparty

 

Exposure
by type of
instrument

 

 

 

 

 

 

 

 

 

%

 

At fair value through profit and loss

 

Mutual funds

 

Mutual funds

 

Domestic banks

 

75.93

 

 

 

 

 

 

 

Foreign banks

 

24.07

 

 

 

Derivatives

 

Forward

 

Domestic banks

 

100.00

 

 

 

 

 

 

 

Foreign banks

 

0.00

 

 

 

Other financial instruments

 

Highly liquid financial instruments

 

Domestic banks

 

100.00

 

 

 

 

 

 

 

Foreign banks

 

0.00

 

 

 

 

 

Financial investments — long term

 

Domestic banks

 

0.00

 

 

 

 

 

 

 

Foreign banks

 

100.00

 

Loans and trade receivables

 

Cash and cash equivalents

 

Cash balances

 

Domestic banks

 

27.39

 

 

 

 

 

 

 

Foreign banks

 

72.61

 

 

 

 

 

Bank balances

 

Domestic banks

 

70.90

 

 

 

 

 

 

 

Foreign banks

 

29.10

 

 

 

 

 

Short- term deposits

 

Domestic banks

 

2.83

 

 

 

 

 

 

 

Foreign banks

 

97.17

 

 

 

Receivables

 

Trade  receivables, gross

 

Non-financial institutions

 

100.00

 

 

 

Receivables from related parties

 

Related parties,

 

Non-financial institutions

 

100.00

 

Hedges

 

Derivatives

 

Hedging assets

 

Domestic banks

 

100.00

 

 

 

 

 

 

 

Foreign banks

 

0.00

 

 

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Table of Contents

 

Non-financial institutions are mainly composed of: i) receivables from other companies. (See note 8); and ii) credit cards’ clients, which are classified and evaluated following the credit policies established in every market where the Company operates this activity.

 

As presented above, a considerable portion of the Company’s credit risk exposure stems from trade receivables, which, given the high degree of fragmentation of the customer portfolio (in terms of geographic location, age, socioeconomic level, among others), has been segmented using internal credit scales.

 

3.2.1.4.                         Financial assets that are not in default or impaired.

 

As part of its credit risk management activities, the Company constantly monitors the credit quality of counterparties for financial assets that are not in default or impaired. The following table details the credit quality by financial entity of the Company’s investments:

 

As of December 31, 2016

 

 

 

 

 

 

 

Credit quality

 

Type

 

Counterpart

 

Amount of exposure

 

Solvency

 

Outlook

 

 

 

 

 

(ThCh$)

 

 

 

 

 

Mutual funds

 

Scotiabank

 

11,822,000

 

AA

 

Stable

 

 

 

Bank Chile

 

11,562,000

 

AA+

 

Stable

 

 

 

BBVA

 

11,822,000

 

AA+

 

Stable

 

 

 

Santander

 

10,019,335

 

AA+

 

Stable

 

 

 

J.P. Morgan

 

17,078,336

 

A+

 

Stable

 

 

 

Estado

 

11,822,000

 

AA

 

Stable

 

 

 

Security

 

12,062,000

 

AA-

 

Stable

 

Mutual funds

 

Foreign banks

 

103,773,109

 

(*)

 

Stable

 

Financial instruments

 

Bonds - Central bank of Chile

 

28,629,285

 

AAA

 

Stable

 

Derivatives

 

Hedging assets

 

287,119,800

 

 

Stable

 

Derivatives

 

Non-hedging derivative assets

 

1,398,557

 

 

Stable

 

 

As of December 31, 2015

 

 

 

 

 

 

 

Credit quality

 

Type

 

Counterpart

 

Amount of exposure

 

Solvency

 

Outlook

 

 

 

 

 

(ThCh$)

 

 

 

 

 

Mutual funds

 

J.P. Morgan

 

136,817,355

 

A+

 

Stable

 

 

 

Foreign banks

 

44,745,117

 

(*)

 

Stable

 

Financial instruments

 

Bonds - Central bank of Chile

 

71,414,725

 

AAA

 

Stable

 

Derivatives — Hedging

 

Domestic banks

 

418,721,697

 

 

Stable

 

Derivatives — Financial

 

Domestic banks

 

1,873,528

 

 

Stable

 

 


(*)                  All mutual funds included under “Foreign banks” have international risk ratings greater than or equal to A- as required by the Company’s investment policy. The assets that are due but not impaired are presented in Note 8.

 

3.2.1.5.                         Credit Risk from operations other than credit card business.

 

Credit risk from operations other than the credit card and banking businesses is limited primarily to balances maintained in notes payable from customers for sales with post-dated checks and external credit cards, which are generally recoverable in 30, 60 and 90 days, and investments in time deposits, bank balances and mutual funds. The Company monitors the latter using the credit risk rating granted by risk rating agencies. In addition, it targets its investments in mutual funds toward portfolios with highly solvent underlying assets, properly diversified assets and consistent management by the fund manager.

 

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Table of Contents

 

3.2.1.6.                         Credit Risk from credit card business.

 

Given the relative importance of this exposure from the credit card business as compared to total maximum credit risk exposure, Cencosud has targeted its credit risk management toward developing a management model for its own credit cards as well as the banking business that is consistent with the Company’s strategic guidelines and the profiles of its credit transactions. The model takes into consideration the large-scale and fragmented nature of the cardholder portfolio and is structured in terms of cardholder selection, portfolio management and recovery of cardholders in default.

 

3.2.1.6.1                  Business definition.

 

The financial business is defined as one more element of Cencosud’s offering value, which complements the comprehensive product and service offerings the Company provides through each of its retail business units and is aimed at building long-term relationships with our customers.

 

In the particular field of financial business, significant progress has been made in structuring our shared model with local class partners. This model has been already implemented in Brazil, Colombia and Chile, with Bradesco, Colpatria Bank and Scotiabank respectively. Cencosud remains in control 100% of the operation of financial business in Argentina, and Peru through the Banco Cencosud Peru and a very limited mortgage portfolio in Chile remnant, through Banco Paris.

 

3.2.1.6.2. Risk Model

 

Foundations:

 

The Risk Management Model is tightly linked to the large-scale and fragmented nature of the retail cardholder portfolio with a very large volume of cardholders (more than 5,000,000 in the region) and average debt per cardholder of around US$ 550.

 

In this context, the challenge lies in managing the cardholder portfolio and its associated risk, building long-term relationships with cardholders and making the value proposition and the retail business sustainable over time. Risk management is structured to ensure:

 

·          Optimum cardholder selection.

·          Optimum portfolio management, which involves activating, strengthening, retaining, reducing and containing the portfolio card holders.

·          Optimum collections management for cardholders in default, maximizing recovery with high standards of quality and service without affecting the relationship with Cencosud’s customers.

Cardholder management efforts are broadly targeted to include all customers, from our target market to prospective customers, including those with or without retail purchases, with or without credit card movements and with or without payments in default.

 

a.                       Key Risk Management Factors

 

The large-scale and fragmented nature of the business determines portfolio management, in which the following key risk management factors stand out:

 

·          Automation and centralization of decision making.

·          Customer segmentation.

·          Management of information and earnings projections.

·          Collections management.

·          Large-scale and selective control model for credit and collections circuit.

·          Provision models to cover portfolio risk in line with Basel II standards.

 

Automation and centralization of decision making: credit and collections decisions are large-scale and automated and only minorities of decisions are analyzed by very specialized personnel. The Company features world class risk management and collections systems, including Capstone Decision Accelerator (CDA), TRIAD, Model Builder (from Fair Isaac Corporation - FICO) and Cyber Financial, among others.

 

Customer segmentation: processes are segmented, differentiated by strategy and action tactics per risk profile, activity level and likelihood of occurrence, among others.

 

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Table of Contents

 

Management of information and earnings projections: the Company manages comprehensive information and statistical models on all relevant business and customer variables, which allows it to make timely, prognostic decisions.

 

Collections management: the Company has one sole collections model for managing collections for retail cards, which uses an outsourcing collection model to efficiently recover debt through quality management of debtors.

 

Large-scale and selective control model for credit and collections circuit: the Company has large-scale controls over all phases of the credit and collections process, from its centralized processes to its point of- sale and collections processes.

 

Provision models to cover portfolio risk in line with Basel II standards: the Company has different provisions models that adhere to local regulations in each country as well as Basel II standards, in order to most adequately reflect cardholder portfolio risk. External variables which affect payment behavior are also included in statistical models for estimating provisions. The Company is making progress in each country on implementing anti-cyclical provisions based on industry best practices, starting with Chile, Peru and Argentina. It also uses back testing to periodically monitor the sufficiency of the provisions it establishes.

 

Lastly, the Company has a corporate governance strategy that includes, among others, local Risk Committees for each country and a Corporate Risk Committee in which directors and senior executives participate. These committees have the following objectives, among others:

 

·             Monitor the business’s main risk indicators.

·             Monitor the correct functioning of policies and credit and collections processes.

·             Authorize entry into new markets and/or new products that impact risk.

·             Authorize provisions model and monitor sufficiency.

 

3.2.1.7.                         Liquidity risk.

 

The concept of liquidity risk is used by the Company to refer to financial uncertainty, at different time horizons, related to its capacity to respond to cash needs to support its operations, under both normal and exceptional circumstances.

 

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Table of Contents

 

As of December 31, 2016 and 2015, the Company presents the following maturities for its liability financial instruments:

 

Table 2-2-1. Maturity analysis.

 

As of December 31, 2016

 

 

 

 

 

Maturity

 

Classification

 

Instrument

 

0—6 months

 

6—12 months

 

1—2 years

 

2—3 years

 

3—5 years

 

More than
5 years

 

Total
liabilities

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other financial liabilities current and non-current

 

Total liabilities

 

2,199,451,318

 

254,362,851

 

355,031,048

 

301,084,302

 

820,262,331

 

2,701,361,908

 

6,631,553,758

 

 

Bank loans

 

131,990,706

 

91,520,822

 

36,893,572

 

151,395,750

 

33,609,573

 

 

445,410,423

 

 

Bond debt

 

120,459,976

 

99,202,603

 

251,061,962

 

146,707,352

 

783,879,425

 

2,689,351,058

 

4,090,662,376

 

 

Other loans

 

291,268

 

2,422,625

 

3,077,510

 

2,981,200

 

2,773,333

 

12,010,850

 

23,556,786

 

 

Other financial liabilities  (Cross Currency Swaps—Interest Rate Swaps)

 

 

4,151,393

 

12,441,477

 

 

 

 

16,592,870

 

 

Term deposits

 

 

56,113,724

 

45,030,033

 

 

 

 

101,143,757

 

 

Debt purchase of subsidiaries

 

 

 

1,722,769

 

 

 

 

1,722,769

 

 

Other financial liabilities (other)

 

2,091,081

 

 

 

 

 

 

2,091,081

 

Other trade liabilities

 

Trade payables and other payables and liabilities

 

1,925,895,368

 

951,684

 

4,803,725

 

 

 

 

1,931,650,777

 

 

 

Related parties debts

 

18,722,919

 

 

 

 

 

 

18,722,919

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

 

As of December 31, 2015

 

 

 

 

 

Maturity

 

Classification

 

Instrument

 

0—6 months

 

6—12 months

 

1—2 years

 

2—3 years

 

3—5 years

 

More than
5 years

 

Total
liabilities

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other financial liabilities current and non-current

 

Total liabilities

 

2,159,926,715

 

181,386,938

 

300,529,851

 

297,961,977

 

457,742,494

 

3,236,955,573

 

6,634,503,548

 

 

Bank loans

 

102,951,065

 

99,701,856

 

83,159,226

 

40,185,843

 

161,716,098

 

8,762,694

 

496,476,782

 

 

Bond debt

 

77,074,337

 

72,809,646

 

173,605,935

 

250,165,276

 

291,432,459

 

3,205,226,940

 

4,070,314,593

 

 

Other loans

 

208,345

 

2,816,743

 

4,861,705

 

4,811,000

 

4,287,574

 

19,850,907

 

36,836,274

 

 

Other financial liabilities  (Cross Currency Swaps—Interest Rate Swaps)

 

 

58,029

 

1,088,321

 

 

 

 

1,146,350

 

 

Deposits and other demand deposits

 

86,275,083

 

3,515,945

 

23,601,397

 

 

 

 

113,392,425

 

 

 

 

451,312

 

 

 

 

 

 

451,312

 

 

 

 

 

 

8,074,123

 

935,572

 

306,363

 

3,115,032

 

12,431,090

 

 

 

 

4,628,595

 

 

 

 

 

 

4,628,595

 

 

Debt purchase of subsidiaries

 

1,388,767

 

1,388,767

 

1,636,153

 

1,864,286

 

 

 

6,277,973

 

 

 

 

 

2,323,419

 

 

 

 

 

 

2,323,419

 

Commercial loans

 

Trade payables and other payables and non-current liabilities

 

1,855,428,843

 

1,095,952

 

4,502,991

 

 

 

 

1,861,027,786

 

 

 

Payables to related parties

 

29,196,949

 

 

 

 

 

 

29,196,949

 

 

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As part of its comprehensive risk management framework, the Company has liquidity management policies aimed at ensuring timely compliance with its obligations based on the scale and risk of its operations, both under normal conditions and exceptional situations, which are defined as circumstances in which cash flows can be substantially greater than expected as a result of unforeseen changes in general market conditions or the particular situation of a certain institution. In this context, liquidity risk management tools have been designed to both ensure positioning of the statements of financial position that allows minimizing the probability of an internal liquidity crisis (prevention policies) as well as defining contingency plans to address a liquidity crisis scenario.

 

For such purposes, the liquidity management policies define the Company’s management strategy, management’s roles and responsibilities, internal limits for cash flow mismatches, sources of risk, contingency plans and internal control mechanisms.

 

One of the indicators used to monitor liquidity risk is the liquidity position, which is measured and controlled each day based on the difference between cash flows payable for liabilities and expense accounts and cash flows receivable from assets and income accounts for a given maturity period.

 

In the event of a cash deficit on a consolidated level, Cencosud S.A. has various short and long-term financing alternatives, including lines of credit with banks, access to international debt markets, liquidation of investment instruments, etc. In contrast, in the event of a cash surplus on a consolidated level, this money is invested in different investment instruments.

 

As of December 31, 2016, the Company has available unused lines of credit for approximately ThCh$ 612,235,347 (ThCh$ 466,587,164 as of December 31, 2015).

 

As of December 31, 2016, the company held unused line of credits as a result of Confirming operations by ThCh$ 150,506,973 (ThCh$ 144,121,845 as of December 31, 2015) which held the original maturities agreed with the supplier. Such operations are presented in the line trade accounts payables.

 

Confirming operations that consider a longer term of payment with the bank that the original payment deadline set by the Company and its suppliers in the trade agreement amounted, in the portion corresponding to the longest period of payment as of December 31, 2016 to ThCh$ 2,091,081 (ThCh$ 2,323,419 as of December 31, 2015) in Peru. These operations are presented under “Other financial liabilities” (see note 17)

 

These operations are monitored on a regular basis so that these exposures do not adversely affect the consolidated financial ratios according to corporate policies with the final purpose of ensuring that the liquidity ratio and short term debt are within the parameters set up by management.

 

3.2.1.8.                         Market risk.

 

The Company is exposed to market risk, which involves variations in interest and exchange rates that may affect its financial position, operating results and cash flows. The Company’s hedge policy calls for a periodic review of its exposure to interest and exchange rate risk for its main assets and obligations.

 

3.2.1.8.1.               Interest rate risk.

 

As of December 31, 2016, approximately 76.41% of the Company’s financial debt, primarily its short-term debt and bonds, was at fixed interest rate. The remaining 23.59% was at floating interest rates including derivatives. Within the variable rate debt liabilities, approximately 98.31% is indexed to local interest rates (either as originally denominated or by re-denominating it with derivatives).

 

The Company has identified as important its interest rate risk generated primarily from variable rate obligations, which are sensitized by measuring the impact on income of a reasonably possible variation in the observed interest rate. Following regulatory guidelines, the deviation in relevant interest rates is estimated using historical series with a daily frequency for each of the identified risk variables. The distribution of percentage changes occurring in three-month intervals is then analyzed and the extreme scenarios that fall outside a confidence interval of 95% are eliminated. The amount of the sensitized exposure corresponds to the total of the variable rate debt.

 

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For variable rate debt, the financial risk refers to the potential upward deviation of cash flows related to interest payments on obligations from a specific target, attributable to the rise in interest rates that are important to the Company’s indebtedness structure, namely: LIBOR, TAB (Chilean interbank interest rate) nominal and the Chamber rate (CAM), Chile.

 

As of and for December 31, 2016

 

Classification

 

Currency

 

Exposure

 

Market variable

 

Change in
risk factor

 

Effect on
profit and loss

 

 

 

 

 

 

 

 

 

%

 

(ThCh$)

 

Net liability

 

Ch$

 

39,754,050,000

 

TAB NOM 90

 

(36.28

)

148,208

 

 

 

 

 

 

 

 

 

39.62

 

(161,835

)

Net liability

 

Ch$

 

34,819,697,369

 

TAB NOM 180

 

(33.33

)

120,708

 

 

 

 

 

 

 

 

 

36.36

 

(131,682

)

Net liability

 

Ch$

 

338,687,230,000

 

CAM

 

(39.21

)

1,161,661

 

 

 

 

 

 

 

 

 

38.89

 

(1,152,188

)

Net liability

 

BR$

 

375,208,879

 

CDI

 

(12.95

)

306,981

 

 

 

 

 

 

 

 

 

12.90

 

(305,657

)

Net liability

 

Co$

 

 

FTD

 

(17.17

)

 

 

 

 

 

 

 

 

 

12.00

 

 

 

As of and for December 31, 2015

 

Classification

 

Currency

 

Exposure

 

Market variable

 

Change in
risk factor

 

Effect on
profit and loss

 

 

 

 

 

 

 

 

 

%

 

(ThCh$)

 

Net liability

 

Ch$

 

39,754,050,000

 

TAB NOM 90

 

(40.30

)

179,417

 

 

 

 

 

 

 

 

 

40.91

 

(182,146

)

Net liability

 

Ch$

 

34,819,697,369

 

TAB NOM 180

 

(34.94

)

119,834

 

 

 

 

 

 

 

 

 

38.20

 

(131,021

)

Net liability

 

Ch$

 

406,469,230,000

 

CAM

 

(41.77

)

1,332,677

 

 

 

 

 

 

 

 

 

39.79

 

(1,269,363

)

Net liability

 

BR$

 

305,956,978

 

CDI

 

(14.52

)

256,586

 

 

 

 

 

 

 

 

 

12.90

 

(227,944

)

 

The effect on profit and loss obtained from a theoretical exercise shows the incremental effect generated from the reasonably possible estimated change (i.e. it corresponds to the difference between the amount that was effectively recorded for the interest payment and the amount that would have been recorded in a scenario of lower or higher interest rates).

 

The Company’s risk management strategy is to hold its financial debt in variable rates in order to benefit from lower cost of funds and the remainder of its financial debt in fixed rates in order to reduce uncertainty stemming from variable interest payments, by denominating part of its variable interest rate liabilities into fixed rate liabilities using derivative financial instruments for these purposes, which allow the interest rate of the original obligation to be fixed.

 

3.2.1.8.2.               Foreign exchange rate risk.

 

In the countries in which the Company operates, most expenses and income are in local currency. As a result, most of its debt (83.4%) is denominated in local currency. As of December 31, 2016, approximately 76.41% of the debt in U.S. dollars was hedged with cross currency swaps or other foreign currency hedges. The Company’s policy is to hedge risks from variations in exchange rates on its net liability position in foreign currency using market instruments designed for that purpose.

 

The Company has identified as important the exchange rate risk generated from obligations in US dollars, Argentine pesos, Peruvian Nuevos Soles and Unidades de Fomento, which are sensitized by measuring the impact

 

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on income of a reasonably possible variation in observed exchange rates. Following regulatory guidelines, the deviation in relevant exchange rates is estimated using historical series with a daily frequency for each of the identified risk variables. The distribution of percentage changes occurring in three-month intervals is then analyzed and the extreme scenarios that fall outside a confidence interval of 95% are eliminated.

 

As of and for December 31, 2016

 

Classification

 

Currency

 

Exposure

 

Market
variable

 

Closing
value

 

Change in
risk factor

 

Exchange
rate
value

 

Effect on
profit and loss

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

(ThCh$)

 

Net liability

 

USD

 

787,407,477

 

USD-CLP

 

669.47

 

(8.64

)%

611.66

 

45,519,917

 

 

 

 

 

 

 

 

 

 

 

9.86

%

735.46

 

(51,959,814

)

Net liability

 

ARG

 

2,683,826,384

 

ARS-CLP

 

42.26

 

(17.26

)%

34.97

 

19,572,033

 

 

 

 

 

 

 

 

 

 

 

11.00

%

46.91

 

(12,479,583

)

Net liability

 

UF

 

22,264,770

 

CLF-CLP

 

26,347.13

 

(0.467

)%

26,224.00

 

2,741,368

 

 

 

 

 

 

 

 

 

 

 

2.292

%

26,951.09

 

(13,446,952

)

Net liability

 

COP

 

6,305,004,476

 

COP-CLP

 

0.22

 

(10.366

)%

0.20

 

146,012

 

 

 

 

 

 

 

 

 

 

 

9.3377

%

0.24

 

(131,517

)

Net liability

 

PEN

 

131,912,445

 

PEN-CLP

 

199.79

 

(7.957

)%

183.89

 

2,097,011

 

 

 

 

 

 

 

 

 

 

 

9.226

%

218.22

 

(2,431,446

)

Net liability

 

BRL

 

371,262,861

 

BRL-CLP

 

206.13

 

(11.958

)%

181.48

 

9,151,527

 

 

 

 

 

 

 

 

 

 

 

11.065

%

228.94

 

(8,467,668

)

 

As of and for December 31, 2015

 

Classification

 

Currency

 

Exposure

 

Market
variable

 

Closing
value

 

Change in
risk factor

 

Exchange
rate
value

 

Effect on
profit and loss

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

(ThCh$)

 

Net liability

 

USD

 

1,388,843,062

 

USD-CLP

 

710.16

 

(8.76

)%

647.97

 

86,375,317

 

 

 

 

 

 

 

 

 

 

 

10.22

%

782.76

 

(100,826,078

)

Net liability

 

ARG

 

447,185,623

 

ARS-CLP

 

54.80

 

(14.53

)%

46.84

 

3,560,441

 

 

 

 

 

 

 

 

 

 

 

11.17

%

60.92

 

(2,736,182

)

Net liability

 

UF

 

18,080,089

 

CLF-CLP

 

25,629.09

 

(0.484

)%

25,505.07

 

2,242,293

 

 

 

 

 

 

 

 

 

 

 

2.380

%

26,239.04

 

(11,028,017

)

Net liability

 

COP

 

4,352,231,183

 

COP-CLP

 

0.22

 

(10.505

)%

0.20

 

102,043

 

 

 

 

 

 

 

 

 

 

 

9.497

%

0.24

 

(92,255

)

Net liability

 

PEN

 

132,268,544

 

PEN-CLP

 

207.56

 

(8.239

)%

190.46

 

2,261,895

 

 

 

 

 

 

 

 

 

 

 

9.541

%

227.36

 

(2,619,300

)

Net liability

 

BRL

 

448,714,904

 

BRL-CLP

 

178.90

 

(12.247

)%

156.99

 

9,831,486

 

 

 

 

 

 

 

 

 

 

 

11.141

%

198.83

 

(8,943,599

)

 

The effect on profit and loss obtained from a theoretical exercise shows the incremental effect generated from the reasonably possible estimated change (i.e. it corresponds to the difference between the amount that was effectively recorded for exchange differences and the amount that would have been recorded in a scenario of lower or higher exchange rates).

 

The Company’s strategy is to hold most of its financial debt in local currencies to reduce uncertainty stemming from an increase in the value of its liabilities due to foreign currency fluctuations, using derivative financial instruments for these purposes, which allow the value of the obligation to be expressed in its functional currency.

 

Additionally, the exposure to exchange rates for conversion of the functional currency of the subsidiaries in Argentina, Colombia, Peru and Brazil, relating to the difference between monetary assets and liabilities (e.i., those denominated in a local currency and consequently exposed to the translation from their functional currencies into the presentation currency for the Group consolidated financial statements) is hedge only when it’s predictable that adverse material differences could occur and the cost related to hedging is deemed reasonable by management. The Company currently does not have any net investment hedging contracts.

 

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The Company assesses the fluctuation of the functional currencies compared to the presentation currency through a sensitivity analysis on equity and net assets in local currency using favorable and unfavorable scenarios, the amounts of exposure of all possible scenarios, including a general one, resulting from this analysis are as follows:

 

Currency

 

Rate of
conversion

 

Scenarios

 

Flux on assets
ThCh$

 

Flux%

 

Flux on Equity
ThCh$

 

Flux %

 

ARG PESO

 

34.97

 

S1

 

(244,211,478

)

(2.33

)%

(103,557,406

)

(2.54

)%

 

 

46.91

 

S2

 

154,621,108

 

1.48

%

65,566,781

 

1.61

%

COP PESO

 

0.20

 

S1

 

(142,263,787

)

(1.36

)%

(105,059,848

)

(2.57

)%

 

 

0.24

 

S2

 

174,671,777

 

1.67

%

128,992,703

 

3.16

%

PER SOL

 

183.89

 

S1

 

(98,158,348

)

(0.94

)%

(63,180,231

)

(1.55

)%

 

 

218.22

 

S2

 

115,174,918

 

1.10

%

80,746,926

 

1.98

%

BRL REAL

 

181.48

 

S1

 

(169,305,028

)

(1.62

)%

(106,681,761

)

(2.61

)%

 

 

228.94

 

S2

 

160,863,372

 

1.54

%

101,153,426

 

2.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All currencies

 

 

 

S1

 

(653,938,641

)

(6.24

)%

(378,479,246

)

(9.27

)%

 

 

 

 

S2

 

605,331,175

 

5.78

%

376,459,836

 

9.22

%

 

S1: Scenario 1 represents the most unfavorable exchange rate to be used in converting into the presentation currency, and how that impacts to the net assets and equity of the Group

 

S2: Scenario 2 represents the most advantageous exchange rate to be used in converting into the presentation currency, and how that impacts to the net investment and equity of the Group

 

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4                                          Estimates, judgment or criteria applied by management

 

The estimates and criteria used are continuously assessed and are based on prior experience and other factors, including the expectation of occurrence of future events that are considered reasonable according to the circumstances.

 

The Cencosud Group makes estimates and assumptions with respect to the future. Actual results could differ from those estimates. The estimates and assumptions that have a significant risk of generating material adjustments to the asset and liability balances in the next year are presented below.

 

4.1                                Estimate of impairment of assets with indefinite useful lives

 

The Cencosud Group assesses annually, or when there is a triggering event, whether goodwill has experienced any impairment, according to the accounting policy described in Note 2.11. The recoverable balances of the cash generating units have been determined from the base of their value in use. The methodology of discounting cash flows at a real pre-tax discount rate calculated for each country is applied.

 

The rates used for the annual test in 2016 and 2015 were as follows:

 

 

 

2016

 

Segment

 

Chile

 

Argentina

 

Peru

 

Colombia

 

Brazil

 

Supermarkets

 

9.01

%

 

10.08

%

9.44

%

9.97

%

Department Stores

 

8.41

%

 

 

 

 

Home Improvement

 

8.84

%

24.84

%

 

 

 

 

 

 

2015

 

Segment

 

Chile

 

Argentina

 

Peru

 

Colombia

 

Brazil

 

Supermarkets

 

8.62

%

 

9.31

%

8.76

%

9.65

%

Department Stores

 

7.87

%

 

 

 

 

Home Improvement

 

8.48

%

35.40

%

 

 

 

 

The projection of cash flows is carried out by each country and by business segment, by using the functional currency of each country and considering a horizon of 5 years perpetuity, unless they justify a different period. The projections are based on the historical information, taking the 2017 official budget as the first yearly flow, and considering the main macroeconomic variables that affect the markets. In addition, projections considered a moderate organic growth and recurring investments needed to keep generating capacity of flow of each segment

 

The assets measured correspond mainly to trademarks and goodwill arising from past business combinations. The measurements are performed for each operating segment representing the cash generating unit determined to carry out the annual impairment test. The projected cash flows in each segment are allocated initially to identifiable tangible and intangible assets and the exceeding portion is allocated to goodwill. The valuation review of the trademarks incorporates among other factors the market analysis, financial projections and the determination of the role that brand has in the generation of sales.

 

During the years ended December 31, 2016 and December 31, 2015, except for the goodwill of the CGU Supermarkets - Brazil, there have been no losses for impairment of assets with indefinite useful life. (See note 13)

 

4.2.             Impairment of accounts receivable

 

The Company assesses the impairment of the accounts receivable when there is objective evidence that it will not be able to collect all the amounts according to the original terms of the account receivable (Note 2.12.2).

 

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4.3                Investment property

 

a) Fair value measurement for lands

 

The fair value for land is determined under responsibility of the Company’s finance department, by contracting external experts who have the appropriate professional qualification and recent experience in the location and category of the property being valued.

 

The methodology used in determining the fair value of lands was the market approach, which consists of determining the fair value based on recent transactions occurred in the market. If such information is not available, management obtains data from a variety of sources including current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences. The key inputs under this approach are the price per square metre form recent sales.

 

This measurement corresponds to level II of the fair value hierarchy.

 

b) Fair value measurements for investment properties other than land.

 

The Company’s finance department is responsible for determining fair value measurements included in the financial statements, including Level 3 fair values of investment properties. The Company’s finance department includes a valuations team that prepares a valuation for each investment property every quarter. The valuation team reports directly to the Chief Financial Officer (CFO) and the Audit Committee (AC).Discussions of valuation processes, key inputs and results are held between the CFO, AC and the valuation team at least once every quarter, in line with the Company’s quarterly reporting dates.

 

The fair value measurement for this type of investment has been categorized as a level III fair value based on the inputs used in the valuation technique. Investment properties are valued on a highest and best use basis. Changes in Level 3 fair values are analyzed at each reporting date during the quarterly valuation discussions between the CFO, AC and the valuation team. As part of this discussion, the team presents a report that explains the reasons for the fair value movements.

 

For all of the Company’s investment properties, the current use is considered to be the highest and best use.

 

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers in or out of Level 3 fair value measurements for investment properties during the period, nor transfers between Level 1 and Level 2 of the fair value hierarchy.

 

For investment property the methodology of the discounted future cash flows uses a country-specific WACC post- tax rate, measured in real terms and differentiated by country.  The rates used at December 31, 2016 were 6.19% in Chile  12.27% in Argentina, 6.75% in Peru and 7.03% in Colombia (at December 31, 2015: 6.73% in Chile, 22.50% in Argentina, 7.50% in Peru and 7.66% in Colombia). To this effect, a calculation is performed to obtain the net revenues that correspond to the lease income minus the direct costs and operating expenses. Additionally, the projected cash flows used the historical information of the recent years and the projected macroeconomic variables that will affect each country.

 

The cash flows are calculated in a scenario of moderated growth for those investment properties that have reached the expected maturity level and the main variables used are:

 

1.                       Determination of the Discount Rate

 

The discount rate is reviewed quarterly for each country and consists of the following factors:

 

a)                      BETA: Because the American market presents a greater number of comparable companies within this industry, using betas of companies in that country.

b)                      Risk-free rate: It draws on the U.S. Treasury rate at 30 years (30yr T-Bond)

c)                       Risk premium: Estimated on long-term returns of the stock market and the country risk of each transaction,

 

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estimated by the Credit Default Swap to 10 years (10yr CDS). In the case of Argentina’s country risk used is the average of the last three years.

d)                      Leverage Ratio: Estimated as of BETA referring them on 66.9% equity and 33.1% debt.

e)                       Tax rate: We use the tax rate in effect in each country

f)                        Spread: The international bond spread of Cencosud is used to estimate the return on debt which is similar to the Industry spread. With all these factors we estimate the discount rate (WACC) nominal and real, the latter being used as the flow is estimated at UF (Unidad de Fomento) in Chile, or adjusted for inflation in Peru and Argentina

 

2.                       Revenue growth:

 

The evolution of income depends on the property, but remains between 0.5% and 1.0% annual real growth, except those newly opened malls whose maturation does expect superior performance improved in the first years of operation. The revenue projection is reviewed quarterly so that it is aligned to the budget approved by the board in the short term and that their expectations of long-term trends are in line with the life cycle in which the asset is (Shopping).

 

3.                       Growth in costs and expenses:

 

As income, change in expenditure depends on the property but always reflects the standard structure resulting from the operation of such properties and operating agreements signed with tenants. These are also reviewed quarterly to be aligned with the budget and expected evolution for each Shopping.

 

4.                       Investment Plan:

 

For each shopping center, the Company reviews whether the investment plans is in line with the characteristics of each property and the life cycle in which they are placed.

 

Based on the points described above, the estimated available flow projection thirty-year term, after which is estimated a perpetuity. The present value of these flows determines the fair value of the investment property.

 

5.       Valuation technique and Inter-relationship between key unobservable inputs.

 

Valuation technique (Discounted cash flows): The valuation model considers the present value of the net cash flows to be generated from the property taking into account expected revenue growth, occupancy rates, other cost and expenses not paid by tenants. The expected net cash flows are discounted using risk-adjusted discount rates (see above on “determination of discount rate”). Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit and lease terms.

 

Class

 

Country (*)

 

Unobservable input

 

Range

 

 

 

 

 

 

 

Malls

 

Chile

 

Expected revenue growth (real)

 

0.5% - 1%

 

 

 

 

Occupancy rate

 

90% - 100%

 

 

 

 

 

 

 

 

 

Argentina

 

Expected revenue growth (real)

 

0.5% - 1%

 

 

 

 

Occupancy rate

 

90% - 100%

 

 

 

 

 

 

 

Office

 

Chile

 

Expected revenue growth (real)

 

0.5% - 1%

 

 

 

 

Occupancy rate (1st through 5th year)

 

50% - 90%%

 

 

 

 

Thereafter

 

80% - 98%

 


(*) The group concentrates 89% of the total of the investment properties in Chile and Argentina.

 

The estimated fair value of the investment properties would increase (decrease) if:

 

·                  Risk-adjusted discount rate were lower (higher)

·                  Expected revenue growth were higher (lower)

 

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·                  The occupancy rate were higher (lower)

 

4.4                Fair value of derivatives

 

The fair value of financial instruments that are not traded in an active market as it is the case of the over-the-counter derivatives is determined by using valuation techniques. The group uses its judgment to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period. The Group has used discounted cash flows analysis for various foreign exchange contracts and interest rate contracts that are not traded in active markets. (See note 3.1.4)

 

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5                                         Cash and cash equivalents

 

The composition of this item as of December 31, 2016 and 2015 is the following:

 

 

 

As of December 31,

 

Cash categories

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Cash in hand

 

52,646,980

 

41,943,295

 

Bank balances

 

135,282,148

 

189,062,850

 

Short-term deposits

 

87,289,875

 

37,268,981

 

Cash and cash equivalents

 

275,219,003

 

268,275,126

 

 

Cash and equivalents include cash, bank account balances and short term investments. Currency is as follows:

 

 

 

As of December 31,

 

Currency

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Chilean Peso

 

68,328,986

 

91,333,057

 

Argentine Peso

 

20,720,236

 

15,680,751

 

US dollars

 

64,499,270

 

27,107,038

 

Peruvian New Sol

 

74,757,620

 

78,194,481

 

Brazilian Real

 

11,133,439

 

8,172,385

 

Colombian Peso

 

35,779,452

 

47,787,414

 

Total cash and cash equivalents

 

275,219,003

 

268,275,126

 

 

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6                                         Other financial assets, current and non-current

 

The composition of this item as of December 31, 2016 and 2015 includes the following:

 

 

 

As of December 31,

 

Other financial assets, current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Mutual Funds Shares

 

189,960,780

 

181,562,472

 

Hedging Derivatives

 

1,398,557

 

1,873,528

 

Highly liquid financial instruments

 

28,629,285

 

71,414,725

 

Total other financial assets, current

 

219,988,622

 

254,850,725

 

 

 

 

As of December 31,

 

Other financial assets, non-current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Derivatives

 

287,119,800

 

418,721,697

 

Financial investments Long term

 

240,874

 

185,549

 

Account receivable due from Bretas

 

 

2,625,340

 

Total other financial assets, non-current

 

287,360,674

 

421,532,586

 

 

6.1                Offsetting non-derivatives financial assets and liabilities

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends to either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

 

The following financial assets and liabilities are subject to offsetting in accordance with paragraph 42 of IAS 32:

 

a)             As of December 31, 2016

 

Financial assets

 

 

 

Related amounts not set off in
the balance sheet

 

 

 

Gross
amounts of
recognized
financial
assets

 

Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet

 

Net amounts
of financial
assets
presented in
the balance
sheet

 

Financial
instrument

 

Cash collateral
received

 

Net amount

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Account receivable due from Bretas,

 

8,427,279

 

(8,427,279

)

 

 

 

 

 

b)             As of December 31, 2015

 

Financial assets

 

 

 

Related amounts not set off in
the balance sheet

 

 

 

Gross
amounts of
recognized
financial
assets

 

Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet

 

Net amounts
of financial
assets
presented in
the balance
sheet

 

Financial
instrument

 

Cash collateral
received

 

Net amount

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Account receivable due from Bretas,

 

8,613,305

 

(10.249.458

)

(1,636,153

)

4.261.493

 

 

2,625,340

 

 

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c)              As of December 31, 2016

 

Financial liabilities

 

 

 

Related amounts not set off in
the balance sheet

 

 

 

Gross
amounts of
recognized
financial
assets

 

Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet

 

Net amounts
of financial
assets
presented in
the balance
sheet

 

Financial
instrument

 

Cash collateral
received

 

Net amount

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Account payable due from Bretas purchase

 

(10,150,048

)

8,427,279

 

(1,722,769

)

 

 

(1,722,769

)

 

d)             As of December 31, 2015

 

Financial liabilities

 

 

 

Related amounts not set off in
the balance sheet

 

 

 

Gross
amounts of
recognized
financial
assets

 

Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet

 

Net amounts
of financial
assets
presented in
the balance
sheet

 

Financial
instrument

 

Cash collateral
received

 

Net amount

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Account payable due from Bretas purchase

 

(10,249,458

)

8,613,305

 

(1,636,153

)

1.636.153

 

 

 

 

The Company entered into an agreement for the acquisition of Bretas in October 2010. As part of this acquisition, the Group assumed certain tax contingencies and accounted them for in accordance with IFRS 3, however, the former shareholders of Bretas agreed on assuming these tax contingencies when their settlement becomes effective, which entitled the Group to account for a receivable amount as a guarantee and present it as an offset of the non-current financial liability that the Group accounted for as a result of the outstanding consideration from the acquisition.

 

As of December 31, 2016 this amount owed by the Group to the former owners of Bretas was reclassified and presented as a current financial liability considering its enforceability in the short term. As a result of this change in presentation of the financial liability and the expected settlement of certain contingencies in the long term, the parties agreed that (a) the receivable for contingencies which settlement is expected in the short term is to offset the financial liability for the outstanding consideration, and (b) all cash outflows that the Group makes related to the long-term tax contingencies are to be deducted from the future lease payments made to the former shareholders of Bretas, established in a separate lease contract.

 

This change in the agreement resulted in the presentation of a separate long-term account receivable for the tax contingencies. As of December 31, 2016, 2015 and 2014, the amount of the mentioned tax contingencies is presented as a long-term provision in the consolidated statement of financial position of the Group.

 

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7                                         Derivative financial instruments

 

7.1                               Financial assets and liabilities held at fair value through profit or loss

 

The Company, following the financial risk management policy described in Note 3, enters into financial derivative contracts to hedge exchange rate and interest rate fluctuation risks.

 

This caption mainly includes forward contracts used to produce future cash flows in USD. The balance as of December 31, 2016 shows a current asset amounting ThCh$ 1,398,557, and ThCh$ 1,873,528 as of December 31, 2015.

 

Changes in the fair value of the assets and liabilities classified in this category (cross currency swaps and interest rate swaps) are recorded under “financial income” or “financial expenses” depending on the nature of the hedged item, except for the agreements that do not hedge direct liabilities.

 

These financial instruments are recorded in the accounts other current and non-current financial assets and other current and non-current financial liabilities. The liabilities are detailed in Note 17.4 and the asset in Note 6.

 

These financial instruments are presented as “operating activities” in the statement of cash flows as part of the changes in working capital. This is based on the fact that Cencosud has entered into these assets and liabilities as derivative financial instruments to serve as economic and financial hedges for the risks associated with exchange rates and interest rates as described previously.

 

Instruments at fair value through profit or loss and hedge instruments are detailed in Note 3.

 

7.2                               Hedging assets and liabilities

 

The Company has derivatives to hedge exposure to exchange rate and interest rate variation, particularly instruments classified as cross currency swaps (CCS), used to hedge debts denominated in Peruvian Nuevo Soles and U.S. dollars from bond placements and bank debt in those currencies. These instruments are classified as cash flow and fair value hedges. The fair value of these contracts as of December 31, 2016 represent a non-current asset of Th Ch$ 287,119,800 and a current liability of ThCh$ 4,151,393, and a non-current liability of ThCh$ 12,441,477 (ThCh$ 418,721,697 non-current asset, ThCh$ 58,029 current liability, and ThCh$ 1,088,321 non-current liability as of December 31, 2015).

 

7.3          Assets and liabilities derivatives designated as hedges

 

The following table indicates the period in which the cash flows associated with cash hedges are expected to occur and the carrying amounts of the related hedging instruments.

 

 

 

 

 

Expected cash flows

 

December 31, 2016

 

Carrying amount

 

One year or less

 

More than one year

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Cross Currency Swap

 

 

 

 

 

 

 

Assets

 

287,119,800

 

53,557,600

 

1,312,161,200

 

Liabilities

 

16,592,870

 

64,946,624

 

159,899,408

 

 

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Expected cash flows

 

December 31, 2015

 

Carrying amount

 

One year or less

 

More than one year

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Cross Currency Swap

 

 

 

 

 

 

 

Assets

 

418,721,697

 

30,773,600

 

1,284,206,000

 

Liabilities

 

1,088,321

 

 

57,856,056

 

Interest Rate Swap

 

 

 

 

 

 

 

Liabilities

 

58,029

 

 

 

 

During 2015 several derivative agreements designated as cash flow hedges and fair value hedges were included into a settlement operation. The operation involved the modification of the referential exchange rate for all instruments, while all other elements such as terms, notional and maturity were maintained as initially subscribed. The settlement of these aforementioned cross currency swap agreements produced cash inflows amounting ThCh$ 51,015,785 included in the consolidated statements of cash flows under the “Other cash inflows (outflows)” line. Previous effects accumulated in net equity through other comprehensive income, will be recycled to the statement of profit and loss following the straight line method considering the terms of the hedged items.

 

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8                                         Trade receivables and other receivables

 

Trade receivables and other receivables as of December 31, 2016 and 2015 are as follows:

 

 

 

As of December 31,

 

Trade receivables and other receivables, net, current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Trade receivables net, current

 

187,736,950

 

174,446,809

 

Credit card receivables net, current

 

409,219,883

 

342,372,436

 

Other receivables, net, current

 

270,182,844

 

302,409,953

 

Letters of credit loans

 

 

610,185

 

Total

 

867,139,677

 

819,839,383

 

 

 

 

As of December 31,

 

Trade receivables and other receivables, net, non-current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Trade receivables net, non-current

 

373,386

 

415,973

 

Credit card receivables net, non-current

 

8,412,427

 

4,610,379

 

Other receivables, net, non-current

 

3,107,893

 

16,312,688

 

Letters of credit loans

 

 

9,657,812

 

Total

 

11,893,706

 

30,996,852

 

 

 

 

As of December 31,

 

Trade receivables and other receivables, gross, current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Trade receivables gross, current

 

201,676,904

 

192,176,807

 

Credit card receivables gross, current

 

428,296,390

 

358,131,672

 

Other receivables gross, current

 

280,824,236

 

313,390,901

 

Letters of credit loans

 

158,572

 

776,786

 

Total

 

910,956,102

 

864,476,166

 

 

 

 

As of December 31,

 

Trade receivables and other receivables, gross, non-current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Trade receivables gross, non-current

 

373,386

 

415,973

 

Credit card receivables gross, non-current

 

8,412,427

 

4,610,379

 

Other receivables gross, non-current

 

3,107,893

 

16,312,688

 

Letters of credit loans, non-current

 

 

9,657,812

 

Total

 

11,893,706

 

30,996,852

 

 

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As of December 31,

 

Trade receivables and other receivables close to maturity

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Less than three months

 

645,374,201

 

622,399,661

 

Between three and six months

 

88,253,127

 

65,106,283

 

Between six and twelve months

 

73,541,986

 

60,918,226

 

In more than twelve months

 

11,893,706

 

30,996,852

 

Total

 

819,063,020

 

779,421,022

 

 

Please refer to table 1-1 in Note 3 to see the trade receivables’ and other receivables’ fair value.

 

The maturity of past due trade receivables as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

Trade receivables past due but not impaired

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Past due in less than three months

 

77,517,208

 

81,294,828

 

Past due between three and six months

 

10,223,002

 

10,635,980

 

Past due between six and twelve months

 

3,325,672

 

10,809,004

 

Past due in more than twelve months

 

12,720,906

 

13,312,184

 

Total

 

103,786,788

 

116,051,996

 

 

The movement of the bad debt allowance is as follows:

 

 

 

As of December 31,

 

Change in bad debt allowance

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial balance

 

44,636,783

 

45,643,245

 

91,600,887

 

Increase in provision

 

57,105,655

 

27,855,602

 

145,456,872

 

Write-off

 

(26,885,538

)

(23,427,920

)

(97,906,650

)

Reversal of provision

 

(31,040,475

)

(60,904,525

)

(38,037,483

)

Reclassification to assets held for sale (note 34)

 

 

55,470,381

 

(55,470,381

)

Total

 

43,816,425

 

44,636,783

 

45,643,245

 

 

The maximum exposure to credit risk at the date of the report is the book value in each category of the trade account. The Cencosud Group does not request collateral as a guarantee.

 

Summary of the credit card policies

 

Argentina

The approval decision and the credit limit are based on a combination of statistical models, payment history in the financial system and an estimate of the applicant’s income level. Refinancing requires an initial payment of at least 50% of the unpaid minimum payment and are limited to a maximum of once every six months. Allowances are calculated each month by applying statistical methodology that combines portfolio behavior over the last 12 months. The local regulator requires allowances for 100% of delinquent debt once it is 360 days past due. Accounts that are 180 days past due must be allowed to 100% of the credit balances.

 

Peru

Prospective credit card holders are selected based on the cardholders’ purchasing behavior in the Bonus customer loyalty program, combined with an analysis of behavior profiles by credit rating agencies available in the country. Ooperations are structured following the requirements defined by Peruvian banking regulations; including observing mandatory definitions for refinancing, and classifying debtors based on days in default which, in turn, translates into establishing allowances over the principal of the loans.

 

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9                                         Transactions with related parties

 

Transactions with related companies are based on immediate payment or collection or with a term of up to 30 days, and are not subject to special conditions. These operations comply with what is established in articles 44 and 49 of Law N° 18,046 that regulates the Corporations.

 

It is noteworthy that the related party transactions are in accordance with IAS 24 (Revised) “Related Parties”. The Company has a policy to disclose all transactions performed with related parties during the period.

 

9.1                               Trade receivables from related parties

 

The composition of the item as of December 31, 2016 and December 31, 2015 is as follows:

 

 

 

 

 

Receivables from related parties

 

Balance as of

 

 

 

 

 

Transaction

 

Transaction

 

Nature of

 

 

 

Current

 

Non-current

 

Tax ID Number

 

Company

 

description

 

term

 

relationship

 

Currency

 

12/31/2016

 

12/31/2015

 

12/31/2016

 

12/31/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

96.863.570-0

 

Inmobiliaria Mall Viña del Mar S.A.

 

Dividends receivable

 

Current

 

Associate

 

Chilean Pesos

 

 

1,516,720

 

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Trade receivable

 

Current

 

Associate

 

Chilean Pesos

 

20,226,071

 

7,552,703

 

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Dividends receivable

 

Current

 

Associate

 

Chilean Pesos

 

4,135,701

 

3,707,894

 

 

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Trade receivable

 

Current

 

Associate

 

Chilean Pesos

 

443,446

 

1,383,949

 

 

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Dividends receivable

 

Current

 

Associate

 

Chilean Pesos

 

370,903

 

265,914

 

 

 

76.388.146-6

 

Operadora de Procesos S.A.

 

Dividends receivable

 

Current

 

Associate

 

Chilean Pesos

 

487,097

 

 

 

 

76.388.146-6

 

Operadora de Procesos S.A.

 

Trade receivable

 

Current

 

Associate

 

Chilean Pesos

 

2,624,104

 

413,421

 

 

 

76.388.155-5

 

Servicios Integrales S.A.

 

Dividends receivable

 

Current

 

Associate

 

Chilean Pesos

 

682,020

 

 

 

 

76.388.155-5

 

Servicios Integrales S.A.

 

Trade receivable

 

Current

 

Associate

 

Chilean Pesos

 

18,834

 

10,593

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

28,988,176

 

14,851,194

 

 

 

 

9.2                               Trade payables to related parties

 

The composition of the item as of December 31, 2016 and December 31, 2015 is as follows:

 

 

 

 

 

Payables to related parties

 

Balance as of

 

 

 

 

 

Transaction

 

Transaction

 

Nature of

 

 

 

Current

 

Non-current

 

Tax ID number

 

Company

 

description

 

term

 

relationship

 

Currency

 

12/31/2016

 

12/31/2015

 

12/31/2016

 

12/31/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

-

 

Loyalti Del Perú S.A.C.

 

Fund transfer

 

Current

 

Associate

 

Peruvian New Sol

 

675,399

 

444,619

 

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Trade payable

 

Current

 

Associate

 

Chilean Pesos

 

16,765,170

 

24,723,846

 

 

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Trade payable

 

Current

 

Associate

 

Chilean Pesos

 

243,112

 

1,640,310

 

 

 

76.388.146-6

 

Operadora de Procesos S.A.

 

Trade payable

 

Current

 

Associate

 

Chilean Pesos

 

989,095

 

2,388,174

 

 

 

76.388.155-5

 

Servicios Integrales S.A.

 

Trade payable

 

Current

 

Associate

 

Chilean Pesos

 

50,143

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

18,722,919

 

29,196,949

 

 

 

 

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9.3                               Transactions with related parties and impact on profit and loss

 

The operations and its impact on profit and loss are presented for the years ended December 31, 2016 and December 31, 2015, as follows:

 

Transactions

 

Tax ID Number

 

Company

 

Nature of
relationship

 

Transaction
description

 

Currency

 

Country

 

12/31/2016

 

Impact to
profit and loss
(charge
/credit)

 

12/31/2015

 

Impact to
profit and loss
(charge
/credit)

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

3.294.888-k

 

Horst Paulmann Kemna

 

Chairman

 

Dividends paid

 

Chilean pesos

 

Chile

 

5,626,926

 

 

2,086,318

 

 

3.294.888-k

 

Horst Paulmann Kemna

 

Chairman

 

Easy shares purchase

 

Chilean pesos

 

Chile

 

1,434,533

 

 

 

 

4.580.001-6

 

Helga Koepfer Schoebitz

 

Shareholder

 

Dividends paid

 

Chilean pesos

 

Chile

 

248,038

 

 

88,671

 

 

76.425.400-7

 

Inversiones Tano Ltda.

 

Shareholder

 

Dividends paid

 

Chilean pesos

 

Chile

 

33,219,359

 

 

13,094,932

 

 

86.193.900-6

 

Inversiones Quinchamali Ltda.

 

Shareholder

 

Dividends paid

 

Chilean pesos

 

Chile

 

45,900,384

 

 

16,408,848

 

 

96.802.510-4

 

Inversiones Latadia Ltda.

 

Shareholder

 

Dividends paid

 

Chilean pesos

 

Chile

 

44,065,857

 

 

15,753,025

 

 

7.012.865-9

 

Manfred Paulmann Koepfer

 

Shareholder

 

Dividends paid

 

Chilean pesos

 

Chile

 

1,001,525

 

 

373,666

 

 

8.953.509-3

 

Peter Paulmann Koepfer

 

Director

 

Dividends paid

 

Chilean pesos

 

Chile

 

995,724

 

 

355,960

 

 

8953510-7

 

Heike Paulmann Koepfer

 

Director

 

Dividends paid

 

Chilean pesos

 

Chile

 

983,222

 

 

351,490

 

 

0-E

 

Plaza Lima Norte

 

Company director relationship

 

Leases paid

 

Peruvian New Sol

 

Peru

 

 

 

792,684

 

(792,684

)

0-E

 

Plaza Lima Norte

 

Company director relationship

 

Utilities  paid

 

Peruvian New Sol

 

Peru

 

 

 

264,972

 

(264,972

)

96.863.570-0

 

Inmobiliaria Mall Viña Del Mar S.A.

 

Associate

 

Leases paid

 

Chilean pesos

 

Chile

 

1,407,010

 

(1,407,010

)

3,465,464

 

(3,465,464

)

96.863.570-0

 

Inmobiliaria Mall Viña Del Mar S.A.

 

Associate

 

Utilities Paid

 

Chilean pesos

 

Chile

 

955,675

 

(955,675

)

2,355,071

 

(2,355,071

)

96.863.570-0

 

Inmobiliaria Mall Viña Del Mar S.A.

 

Associate

 

Dividends collected

 

Chilean pesos

 

Chile

 

 

 

2,698,866

 

 

96.863.570-0

 

Inmobiliaria Mall Viña Del Mar S.A.

 

Associate

 

Sale of goods

 

Chilean pesos

 

Chile

 

15,791

 

15,791

 

6,276

 

6,276

 

77.209.070-6

 

Viña Cousiño Macul S.A.

 

Common director

 

Merchandise buying

 

Chilean pesos

 

Chile

 

719,011

 

(719,011

)

1,176,517

 

(1,176,517

)

92.147.000-2

 

Wenco S.A.

 

Common director

 

Merchandise buying

 

Chilean pesos

 

Chile

 

2,947,306

 

(2,947,306

)

3,223,718

 

(3,223,718

)

92.147.000-2

 

Wenco S.A.

 

Common director

 

Sale of goods

 

Chilean pesos

 

Chile

 

18,210

 

18,210

 

504,605

 

494,333

 

76.076.630-5

 

Maxi Kioskos Chile S.A.

 

Company’s Director

 

Leases collected

 

Chilean pesos

 

Chile

 

423,932

 

423,932

 

231,553

 

231,553

 

76.076.630-5

 

Maxi Kioskos Chile S.A.

 

Company’s Director

 

Utilities collected

 

Chilean pesos

 

Chile

 

250,093

 

250,093

 

231,410

 

231,410

 

78.410.320-K

 

Imp y Comercial Regen Ltda.

 

Company’s Director

 

Merchandise buying

 

Chilean pesos

 

Chile

 

494,566

 

(494,566

)

725,201

 

(725,201

)

78.410.320-K

 

Imp Y Comercial Regen Ltda.

 

Company’s Director

 

Leases collected

 

Chilean pesos

 

Chile

 

226,550

 

226,550

 

217,559

 

217,559

 

78.410.320-K

 

Imp Y Comercial Regen Ltda.

 

Company’s Director

 

Sale of goods

 

Chilean pesos

 

Chile

 

16,861

 

16,861

 

29,406

 

29,406

 

78.410.320-K

 

Imp Y Comercial Regen Ltda.

 

Company’s Director

 

Common expenses collected

 

Chilean pesos

 

Chile

 

88,573

 

88,573

 

80,986

 

80,986

 

79.595.200-4

 

Adelco santiago Ltda.

 

Company’s Director

 

Leas collected

 

Chilean pesos

 

Chile

 

26,925

 

26,925

 

 

 

88.983.600-8

 

Teleductos S.A.

 

Common director

 

Leas collected

 

Chilean pesos

 

Chile

 

43,067

 

43,067

 

655,936

 

655,936

 

88.983.600-8

 

Teleductos S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

907,390

 

(907,390

)

708,626

 

(708,626

)

92.491.000-3

 

Labsa Inversiones Ltda.

 

Company, director relationship

 

Leases paid

 

Chilean pesos

 

Chile

 

574,595

 

(574,595

)

573,675

 

(573,675

)

93.737.000-8

 

Manquehue Net S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

31,202

 

(31,202

)

24,179

 

(24,179

)

96.566.940-K

 

Agencias Universales S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

3,585

 

(3,585

)

93,316

 

(93,316

)

96.566.940-K

 

Agencias Universales S.A.

 

Common director

 

Sale of goods

 

Chilean pesos

 

Chile

 

14,024

 

14,024

 

14,121

 

14,121

 

92.580.000-7

 

Empresa Nacional de Telecomunicaciones S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

1,182,055

 

(1,182,055

)

1,526,532

 

(1,526,532

)

92.580.000-7

 

Empresa Nacional de Telecomunicaciones S.A.

 

Common director

 

Leases paid

 

Chilean pesos

 

Chile

 

206,845

 

206,845

 

 

 

90.193.000-7

 

Empresa El Mercurio.S.A.P.

 

Common director

 

Leases paid

 

Chilean pesos

 

Chile

 

100,935

 

100,935

 

95,172

 

95,172

 

90.193.000-7

 

Empresa El Mercurio.S.A.P.

 

Common director

 

Common expenses collected

 

Chilean pesos

 

Chile

 

20,187

 

20,187

 

19,039

 

19,039

 

90.193.000-7

 

Empresa El Mercurio.S.A.P.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

363,493

 

363,493

 

23,745

 

23,745

 

90.193.000-7

 

Empresa El Mercurio.S.A.P.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

3,060,358

 

(3,060,358

)

3,232,744

 

(3,232,744

)

96.628.870-1

 

Entel Telefonía Local S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

18,368

 

(18,368

)

18,677

 

7,608

 

96.806.980-2

 

Entel PCS Telecomunicaciones S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

1,143,871

 

(1,143,871

)

588

 

(588

)

96.806.980-2

 

Entel PCS Telecomunicaciones S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

5,324,800

 

(5,324,800

)

7,471,131

 

(7,471,131

)

96.806.980-2

 

Entel PCS Telecomunicaciones S.A.

 

Common director

 

Lease collected

 

Chilean pesos

 

Chile

 

1,406,600

 

1,406,600

 

609,582

 

609,582

 

96.806.980-2

 

Entel PCS Telecomunicaciones S.A.

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

206,694

 

206,694

 

151,162

 

151,162

 

96.566.940-K

 

Cia Nacional de Telefonos,Telefònica del Sur S.A

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

1,786

 

(1,786

)

2,632

 

(2,632

)

96.566.940-K

 

Cia Nacional de Telefonos,Telefònica del Sur S.A

 

Common director

 

Lease collected

 

Chilean pesos

 

Chile

 

4,151

 

4,151

 

7,443

 

7,443

 

4773765-6

 

Cristian Eyzaguirre Johnston

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

 

 

39,376

 

(39,376

)

96.628.870-1

 

Industria Productos Alimenticios S.A.

 

Common director

 

Merchandise buying

 

Chilean pesos

 

Chile

 

857,008

 

(857,008

)

1,143,233

 

(1,143,233

)

 

F-67



Table of Contents

 

Transactions

 

Tax ID Number

 

Company

 

Nature of
relationship

 

Transaction
description

 

Currency

 

Country

 

12/31/2016

 

Impact to
profit and loss
(charge
/credit)

 

12/31/2015

 

Impact to
profit and loss
(charge
/credit)

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

79.675.370-5

 

Assets- Chile S.A

 

Common director

 

Sale of goods

 

Chilean pesos

 

Chile

 

7,822

 

7,822

 

6,841

 

6,841

 

70.649.100-7

 

Centros de Estudios Pùblicos

 

Company, director relationship

 

Services provided

 

Chilean pesos

 

Chile

 

21,169

 

(21,169

)

20,794

 

(20,794

)

0-E

 

JetAviation Flight Services Inc.

 

Company, director relationship

 

Services provided

 

Chilean pesos

 

Chile

 

840,340

 

(840,340

)

1,305,905

 

(1,305,905

)

92434000

 

Besalco S.A

 

Common director

 

Services provided

 

Chilean pesos

 

Chile

 

4,056

 

(4,056

)

1,296

 

1,296

 

88.417.000-1

 

Sky Airline S.A.

 

Company, director relationship

 

Leases collected

 

Chilean pesos

 

Chile

 

3,861

 

3,861

 

15,061

 

15,061

 

88.417.000-1

 

Sky Airline S.A.

 

Company, director relationship

 

Other expenses collected

 

Chilean pesos

 

Chile

 

1,044

 

1,044

 

5,464

 

5,464

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Financial retail income

 

Chilean pesos

 

Chile

 

18,865,689

 

18,865,689

 

14,642,163

 

14,642,163

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Cencosud Card sales

 

Chilean pesos

 

Chile

 

673,859,245

 

 

519,182,170

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Statements collection

 

Chilean pesos

 

Chile

 

1,001,180,680

 

 

671,579,842

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Leases collected

 

Chilean pesos

 

Chile

 

49,906

 

49,906

 

89,588

 

89,588

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Other expenses collected

 

Chilean pesos

 

Chile

 

386

 

386

 

 

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Merchandise buying

 

Chilean pesos

 

Chile

 

26,714

 

26,714

 

524,058

 

524,058

 

99.500.840-8

 

CAT Administradora de Tarjetas S.A.

 

Associate

 

Gift Cards buying

 

Chilean pesos

 

Chile

 

30,671

 

30,671

 

467,512

 

467,512

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Associate

 

Gift Cards buying

 

Chilean pesos

 

Chile

 

30,735

 

30,735

 

2,405

 

2,405

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Associate

 

Leases collected

 

Chilean pesos

 

Chile

 

144,008

 

144,008

 

2,016

 

2,016

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Associate

 

Merchandise buying

 

Chilean pesos

 

Chile

 

224,668

 

224,668

 

145,126

 

145,126

 

77.218.570-7

 

CAT Corredores de Seguros y Servicios S.A.

 

Associate

 

Financial retail income

 

Chilean pesos

 

Chile

 

142,570

 

142,570

 

355,977

 

355,977

 

76.388.155-5

 

Servicios Integrales S.A.

 

Associate

 

Merchandise buying

 

Chilean pesos

 

Chile

 

9,603

 

9,603

 

616

 

616

 

76.388.155-5

 

Servicios Integrales S.A.

 

Associate

 

Gift Cards buying

 

Chilean pesos

 

Chile

 

28,970

 

28,970

 

201,053

 

201,053

 

76.388.155-5

 

Servicios Integrales S.A.

 

Associate

 

Financial retail income

 

Chilean pesos

 

Chile

 

142,570

 

142,570

 

 

 

76.388.146-6

 

Operadora de Procesos S.A.

 

Associate

 

Commissions payment

 

Chilean pesos

 

Chile

 

6,403,725

 

(6,403,725

)

4,820,649

 

(4,820,649

)

76.388.146-6

 

Operadora de Procesos S.A.

 

Associate

 

Financial retail income

 

Chilean pesos

 

Chile

 

7,840,994

 

7,840,994

 

6,535,534

 

6,535,534

 

0-E

 

Brinox Metalurgica S.A.

 

Company, director relationship

 

Merchandise buying

 

Brasilian Reals

 

Brazil

 

374,303

 

(374,303

)

450,479

 

(450,479

)

0-E

 

Moura Neto Consultoria Ltda.

 

Company, director relationship

 

Services provided

 

Brasilian Reals

 

Brazil

 

86,408

 

(86,408

)

53,849

 

(53,849

)

 

F-68



Table of Contents

 

9.4                                Board of Directors and key management of the Company

 

The Board of Directors as of December 31, 2016 is comprised of the following people:

 

Board of directors

 

Role

 

Profession

Horst Paulmann Kemna

 

Chairman

 

Businessman

Heike Paulmann Koepfer

 

Director

 

Commercial Engineer

Peter Paulmann Koepfer

 

Director

 

Commercial Engineer

Roberto Oscar Phillips

 

Director

 

National Public Accountant

Cristián Eyzaguirre Johnston

 

Director

 

Economist

Richard Büchi Buc

 

Director

 

Civil Engineer

David Gallagher Patrickson

 

Director

 

Businessman

Julio Moura Neto

 

Director

 

Engineer

Mario Valcarce Durán

 

Director

 

Commercial Engineer

 

Key management of the Company as of December 31, 2016 is composed of the following people:

 

Senior management

 

Position

 

Profession

Jaime Soler

 

Chief Executive Officer

 

Commercial Engineer

Carlos Mechetti

 

General Counsel

 

Attorney at law

Bronislao Jandzio

 

Audit Managing Director

 

Business Administrator

Renato Fernández

 

Corporate Affairs Manager

 

Journalist

Antonio Ureta Vial

 

Home Improvement Managing Director

 

Commercial Engineer

Patricio Rivas

 

Financial Retail Managing Director

 

Commercial Engineer

Rodrigo Hetz

 

Human Resources Director

 

Industrial Engineer

Andres Artigas

 

Chief Information Officer

 

Industrial Engineer

Rodrigo Larrain

 

Chief Financial Officer

 

Industrial Engineer

Ricardo Bennett

 

Department Store Managing Director

 

Industrial Engineer

Tomas Zavala

 

Corporate Strategy Managing Director

 

Industrial Engineer

Carlos Madina

 

Shopping Managing Director

 

Business Administrator

 

9.5                                Board of Directors compensation

 

In accordance with Article 33 of Law N° 18,046 in regards to Corporations, the Ordinary Shareholders’ Meeting held on April 29, 2016, set the following amounts for the 2016 period:

 

·                  Fees paid for attending Board sessions: payment of UF 330 (equivalent to ThCh$ 8,695) each month for those holding the position of Director of the Board and twice this amount for the President of the Board, if and only if they attend a minimum of 10 ordinary sessions each year.

 

·                  Fees paid for attending the Directors’ Committee: payment to each Director of UF 110 (equivalent to ThCh$  2,898) for each session they attend.

 

F-69



Table of Contents

 

The details of the amount paid to Directors for the years ended December 31, 2016, 2015 and 2014, are as follows:

 

 

 

 

 

For the year ended December 31,

 

Name

 

Role

 

2016

 

2015

 

2014

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Horst Paulmann Kemna

 

Chairman

 

206,280

 

198,458

 

184,487

 

Heike Paulmann Koepfer

 

Director

 

103,140

 

99,229

 

92,243

 

Peter Paulmann Koepfer

 

Director

 

103,140

 

99,229

 

92,243

 

Cristián Eyzaguirre Johnston

 

Director

 

103,140

 

99,229

 

92,243

 

Roberto Oscar Philipps

 

Director

 

137,526

 

132,305

 

122,991

 

Erasmo Wong Lu Vega (*)

 

Director

 

 

65,549

 

92,243

 

David Gallagher Patrickson

 

Director

 

137,526

 

132,305

 

122,991

 

Julio Moura

 

Director

 

103,140

 

99,229

 

92,243

 

Richard Bûchi Buc

 

Director

 

137,526

 

132,305

 

122,991

 

Mario Valcarce Durán

 

Director

 

92,177

 

 

 

Total

 

 

 

1,123,595

 

1,057,838

 

1,014,675

 

 


(*) Mr. Erasmo Wong Lu resigned from his position as Director, with effect as of August 26, 2015.

 

9.6                   Compensation paid to senior management

 

 

 

For the year ended December 31,

 

Key management compensation

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Salary and other short term employee benefits

 

4,928,236

 

5,365,049

 

5,195,504

 

Shares—based payments

 

1,382,504

 

1,039,827

 

612,501

 

Total

 

6,310,740

 

6,404,876

 

5,808,005

 

 

The Cencosud Group has established an incentive plan, which rewards management for the achievement of individual objectives as well as company’s results. These incentives are structured as a minimum and a maximum of gross compensation and are paid once a year.

 

F-70



Table of Contents

 

10                                   Inventory

 

The composition of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

Inventory category

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Raw materials

 

4,740,484

 

5,687,964

 

Goods

 

1,293,309,256

 

1,196,132,051

 

Provisions

 

(148,763,726

)

(133,510,682

)

Total

 

1,149,286,014

 

1,068,309,333

 

 

The composition of inventories by business line as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31, 2016

 

Inventory category

 

Department
stores

 

Supermarkets

 

Home
improvement

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Raw material

 

1,164,458

 

3,576,026

 

 

4,740,484

 

Goods

 

192,143,210

 

697,409,780

 

254,992,540

 

1,144,545,530

 

Total

 

193,307,668

 

700,985,806

 

254,992,540

 

1,149,286,014

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

Inventory category

 

Department
stores

 

Supermarkets

 

Home
improvement

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Raw material

 

1,466,349

 

4,221,615

 

 

5,687,964

 

Goods

 

186,513,106

 

658,932,859

 

217,175,404

 

1,062,621,369

 

Total

 

187,979,455

 

663,154,474

 

217,175,404

 

1,068,309,333

 

 

The Company periodically assesses its inventories at their net realizable value, by separating the inventory in lines of business and verifying the age, inventory turnover, sales prices and seasonality. Any adjustments are carried against profit and loss of the period.

 

The goods included in inventory are stated at the lower of the purchase price or production cost, net of allowance for obsolescence and net realizable value.

 

The carrying amount of inventories at December 31, 2016 and December 31, 2015 accounted for to its net realizable value less selling costs, provides for:

 

Current Inventories:

 

 

 

Inventories at net realizable value
as of December 31,

 

Inventories measured at net realizable value

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Inventory

 

49,219,377

 

69,009,364

 

Total

 

49,219,377

 

69,009,364

 

 

F-71



Table of Contents

 

 

 

Balance as of December 31,

 

Net realizable value movements

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Beginning Balance

 

69,009,364

 

59,318,630

 

Increase of Inventory to NRV (Net Realizable Value)

 

8,671,880

 

20,881,321

 

Decrease of Inventory to NRV (Net Realizable Value)

 

(28,461,867

)

(11,190,587

)

Total

 

49,219,377

 

69,009,364

 

 

Other information relevant to inventory:

 

 

 

For the periods between

 

 

 

01/01/2016

 

01/01/2015

 

01/01/2014

 

Additional information inventory

 

12/31/2016

 

12/31/2015

 

12/31/2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Cost of inventories recognized as expenses during the year

 

6,857,704,962

 

7,351,891,515

 

7,390,481,785

 

 

Provision movements:

 

 

 

Balance as of December 31,

 

Provisions

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Beginning Balance

 

133,510,682

 

131,827,604

 

Increase of provision

 

16,568,409

 

7,019,718

 

Reversals of provision

 

(1,315,365

)

(5,336,640

)

Total

 

148,763,726

 

133,510,682

 

 

The circumstances or events that led to the reversal of any write-down of inventories at December 31, 2016 and 2015, relate mainly to settlements and auctions recovering amounts higher than the estimated net realizable value for inventories.

 

The Company has not given inventories as collaterals at the end of the year.

 

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Table of Contents

 

11                                   Investments in associates recorded following the equity method

 

11.1.                      Breakdown of investments in associates

 

The composition of the item as of December 31, 2016 and 2015, as well as other related information is as follows:

 

Investments in associates

 

Country
Of
origin

 

Functional
currency

 

Ownership
percentage

 

Voting power
percentage

 

Balance
as of
December 31,
2015

 

Participation
in profit or
loss of equity
method

 

Translation
difference

 

Other
decreases (*)

 

Balance
as of
December 31,
2016

 

 

 

 

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Loyalti del Perú S.A.C.

 

Peru

 

Peruvian Nuevo Sol

 

42.50

 

42.50

 

907,728

 

124,043

 

(42,050

)

 

989,721

 

Inmobiliaria Mall Viña del Mar S.A.

 

Chile

 

Chilean Pesos

 

33.33

 

33.33

 

55,575,262

 

 

 

(55,575,262

)

 

CAT Administradora de Tarjetas S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

191,121,964

 

7,922,067

 

 

(3,327,232

)

195,716,799

 

Servicios Integrales S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

2,123,468

 

1,705,049

 

 

(2,790,787

)

1,037,730

 

Operadora de Procesos S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

1,511,742

 

1,217,743

 

 

(773,138

)

1,956,347

 

CAT Corredores de Seguros y Servicios S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

287,341

 

927,262

 

 

(187,666

)

1,026,937

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

251,527,505

 

11,896,164

 

(42,050

)

(62,654,085

)

200,727,534

 

 


(*) On April 18, 2016, Sociedad Comercial de Tiendas S.A., a subsidiary of Cencosud SA, sold its interest ownership in Inmobiliaria Mall Viña del Mar S.A. to Comercial ECCSA S.A. (“Ripley”) and Parque Arauco S.A for a total value of 4,275,000 units (“Unidad de Fomento” or “UF”) or ThCh$110,574,884. Other decreases column includes the aforementioned amount.

 

(**) The “other increase (decrease)” column includes paid and accrued dividends recorded during 2016 relating to CAT Administradora de Tarjetas S.A., Servicios Integrales S.A., Operadora de Procesos S.A. and CAT Corredores de Seguros y Servicios S.A.

 

The composition of the item as of December 31, 2015 and 2014, as well as other related information is as follows:

 

Investments in associates

 

Country
Of
origin

 

Functional
currency

 

Ownership
percentage

 

Voting power
percentage

 

Balance
as of
December 31,
2014

 

Participation
in profit or
loss of equity
method

 

Translation
difference

 

Other increase
(decrease)(**)

 

Balance
as of
December 31,
2015

 

 

 

 

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Loyalti del Perú S.A.C.

 

Peru

 

Peruvian Nuevo Sol

 

42.50

 

42.50

 

752,427

 

132,852

 

22,449

 

 

907,728

 

Inmobiliaria Mall Viña del Mar S.A (*)

 

Chile

 

Chilean Pesos

 

33.33

 

33.33

 

51,495,487

 

8,291,299

 

 

(4,211,524

)

55,575,262

 

CAT Administradora de Tarjetas S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

 

2,804,813

 

 

188,317,151

 

191,121,964

 

 

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Table of Contents

 

Investments in associates

 

Country
Of
origin

 

Functional
currency

 

Ownership
percentage

 

Voting power
percentage

 

Balance
as of
December 31,
2014

 

Participation
in profit or
loss of equity
method

 

Translation
difference

 

Other increase
(decrease)(**)

 

Balance
as of
December 31,
2015

 

 

 

 

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Servicios Integrales S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

 

2,013,532

 

 

109,936

 

2,123,468

 

Operadora de Procesos S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

 

286,040

 

 

1,225,702

 

1,511,742

 

CAT Corredores de Seguros y Servicios S.A. (**)

 

Chile

 

Chilean Pesos

 

49.00

 

49.00

 

 

538,556

 

 

(251,215

)

287,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

52,247,914

 

14,067,092

 

22,449

 

185,190,050

 

251,527,505

 

 


(*)The “other increase (decrease)” column includes dividends paid in fiscal year 2015 and dividends provisioned at the end of the year 2015 from Inmobiliaria Mall Viña Del Mar S.A.

 

(**) The “other increase (decrease)” column includes the recognition of the initial cost associated with non-controlling interests acquired under the sale of financial retail business to BNS from CAT Administradora de Tarjetas S.A., Servicios Integrales S.A., Operadora de Procesos S.A. and CAT Corredores de Seguros y Servicios S.A. (see Note 34). CAT Administradora de Tarjetas S.A.’s amount breaks down as follows: initial investment balance (49%) ThCh $30,347,561; fair value ThCh $131,449,283; capital contribution ThCh $30,132,966; and accrued minimum dividend ThCh ($3,612,659).

 

The composition of the item as of December 31, 2014 and 2013, as well as other related information is as follows:

 

Investments in associates

 

Country
Of
origin

 

Functional
currency

 

Ownership
percentage

 

Voting power
percentage

 

Balance
as of
December 31,
2013

 

Participation
in profit or
loss of equity
method

 

Translation
difference

 

Other increase
(decreases)

 

Balance
as of
December 31,
2014

 

 

 

 

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Loyalti del Perú S.A.C.

 

Peru

 

Peruvian Nuevo Sol

 

42.50

 

42.50

 

860,815

 

170,050

 

66,543

 

(344,981

)

752,427

 

Carnes Huinca S.A.

 

Argentina

 

Argentine Pesos

 

50.00

 

50.00

 

192,079

 

(133,810

)

(58,269

)

 

 

Inmobiliaria Mall Viña del Mar S.A.

 

Chile

 

Chilean Pesos

 

3.33

 

33.33

 

48,889,260

 

6,171,966

 

 

(3,565,739

)

51,495,487

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

49,942,154

 

6,208,206

 

8,274

 

(3,910,720

)

52,247,914

 

 

Other increase (decrease) column includes deferred tax adjustments amounting to (ThCh$ 2,684,913), from Inmobiliaria Mall Viña Del Mar S.A., related to the income tax rate modifications, according to instructions given by SVS Circular 856.

 

Associated parties listed above have a capital stock of ordinary shares only, in which the Group holds a direct stake; country of incorporation or registration is also its principal place of business. At the issuance date of these financial statements, there are no contingent liabilities relating to the Group’s share in their capital. Associates listed above are private companies and there is no available quoted market price for their actions.

 

CAT Administradora de Tarjetas S.A. RUT: 99.500.840-8, is a closed corporation, domiciled Social in Agustinas 785 floor 3 of the commune and city of Santiago de Chile. As a subsidiary of Scotiabank Chile, they are responsible for the issuance and operation of credit cards, and the granting of loans with and without guarantee. These operations are approved by Resolution No. 98 of August 25, 2006, whereby the Superintendency of Banks and Financial Institutions authorizes it to exercise the issuance of credit cards, in accordance with the provisions of paragraph 1 of letter B, of the Title III of Chapter III.J.1 of the Compendium of Financial Rules of the Central Bank of Chile.

 

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Table of Contents

 

11.2                         Relevant summarized information with regards to associates

 

The information below reflects the amounts presented in the financial statements of the associates adjusted for differences in accounting policies between the group and the associates.

 

The information regarding investments in associates as of December 31, 2016 is as follows:

 

 

 

At December 31, 2016

 

Investments in associates

 

Interest

 

Current
assets

 

Non-current
assets

 

Current
liabilities

 

Non-
current
liabilities

 

Ordinary
income

 

Ordinary
expense

 

Net profit

 

 

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Loyalti del Perú S.A.C.

 

42.50

 

6,391,374

 

479,980

 

1,747,672

 

2,794,925

 

6,856,808

 

6,564,940

 

291,867

 

CAT Administradora de Tarjetas S.A.

 

49.00

 

871,454,486

 

43,384,718

 

742,330,275

 

12,667,742

 

171,597,803

 

155,430,320

 

16,167,483

 

Servicios Integrales S.A.

 

49.00

 

5,735,820

 

788,624

 

4,404,577

 

2,053

 

4,911,688

 

1,431,997

 

3,479,691

 

Operadora de Procesos S.A.

 

49.00

 

10,769,949

 

721,742

 

7,491,937

 

7,208

 

30,013,548

 

27,528,358

 

2,485,190

 

CAT Corredores de Seguros y Servicios S.A.

 

49.00

 

14,037,004

 

651,964

 

12,831,636

 

39,334

 

10,797,006

 

8,904,643

 

1,892,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

908,388,633

 

46,027,028

 

768,806,097

 

15,511,262

 

224,176,853

 

199,860,258

 

24,316,594

 

 

The information regarding investments in associates as of December 31, 2015 is as follows:

 

 

 

At December 31, 2015

 

Investments in associates

 

Interest

 

Current
assets

 

Non-current
assets

 

Current
liabilities

 

Non-
current
liabilities

 

Ordinary
income

 

Ordinary
expense

 

Net profit
(loss)

 

 

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Loyalti del Perú S.A.C.

 

42.50

 

4,664,202

 

232,332

 

1,163,272

 

1,597,431

 

8,160,447

 

7,847,854

 

312,593

 

Inmobiliaria Mall Viña del Mar S.A.

 

33.33

 

27,208,175

 

267,881,769

 

14,388,656

 

113,963,197

 

26,354,450

 

1,478,065

 

24,876,385

 

CAT Administradora de Tarjetas S.A.

 

49.00

 

536,713,808

 

213,934,942

 

587,531,093

 

12,645,392

 

135,253,452

 

116,335,623

 

18,917,829

 

Servicios Integrales S.A.

 

49.00

 

9,917,549

 

308,619

 

6,198,738

 

36,751

 

5,637,886

 

842,050

 

4,795,836

 

Operadora de Procesos S.A.

 

49.00

 

9,453,707

 

740,659

 

7,109,178

 

 

19,932,661

 

19,348,905

 

583,756

 

CAT Corredores de Seguros y Servicios S.A.

 

49.00

 

13,293,077

 

398,095

 

12,904,007

 

 

8,314,694

 

6,957,988

 

1,356,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

601,250,518

 

483,496,416

 

629,294,944

 

128,242,771

 

203,653,590

 

152,810,485

 

50,843,105

 

 

For a book value reconciliation of CAT Administradora de Tarjetas S.A. see below:

 

Investment book value reconciliation

 

12/31/2016

 

12/31/2015

 

 

 

ThCh$

 

ThCh$

 

Net Assets

 

159,841,188

 

150,472,265

 

Percentage of participation

 

49

%

49

%

Cencosud’s recognition

 

78,322,182

 

73,727,347

 

Goodwill

 

117,394,617

 

117,394,617

 

Total book value

 

195,716,799

 

191,121,964

 

 

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Table of Contents

 

As of May 1, 2016 the Company completed the purchase price allocation of the non-controlling interest portion (49%) held in CAT Administradora de Tarjetas S.A. As a result of the Scotiabank agreement, an intangible asset related to “Customers relationship” was identified and measured at ChTh $14,054,666. Goodwill initially recorded (ChTh $131,449,283) was reduced to ChTh $117,394,617.

 

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Table of Contents

 

12                                  Intangible assets other than goodwill

 

Intangible assets are mainly composed of software and brands acquired in business combinations. The detail as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

Intangibles assets other than goodwill net

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Finite life intangible assets, net

 

140,640,088

 

133,909,906

 

Indefinite life intangible assets, net

 

267,528,026

 

267,839,511

 

 

 

 

 

 

 

Intangible assets, net

 

408,168,114

 

401,749,417

 

 

 

 

 

 

 

Patents, Trade Marks and Other Rights, Net

 

267,528,026

 

267,839,511

 

Software (IT)

 

109,301,075

 

103,417,708

 

Other Identifiable Intangible Assets, net

 

31,339,013

 

30,492,198

 

 

 

 

 

 

 

Identifiable Intangible Assets, Net

 

408,168,114

 

401,749,417

 

 

 

 

As of December 31,

 

Intangibles assets other than goodwill gross

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Finite life intangible assets, Gross

 

291,475,386

 

253,636,682

 

Indefinite life intangible assets, Gross

 

267,528,026

 

267,839,511

 

 

 

 

 

 

 

Intangible Assets, Gross

 

559,003,412

 

521,476,193

 

 

 

 

 

 

 

Patents, Trade Marks and Other Rights, Gross

 

267,528,026

 

267,839,511

 

Software (IT)

 

239,383,522

 

203,727,371

 

Other Identifiable Intangible Assets, Gross

 

52,091,864

 

49,909,311

 

 

 

 

 

 

 

Identifiable Intangible Assets, Gross

 

559,003,412

 

521,476,193

 

 

 

 

As of December 31,

 

Accumulated amortization and value impairment

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Finite life intangible assets

 

(150,835,298

)

(119,726,776

)

Indefinite life intangible assets

 

 

 

 

 

 

 

 

 

Intangible Assets, Gross

 

(150,835,298

)

(119,726,776

)

 

 

 

 

 

 

Software (IT)

 

(130,082,447

)

(100,309,663

)

Other Identifiable Intangible Assets

 

(20,752,851

)

(19,417,113

)

 

 

 

 

 

 

Accumulated amortization and value impairment

 

(150,835,298

)

(119,726,776

)

 

Other identifiable intangible assets mainly correspond to customer’s data base.

 

The Group performs an annual recoverability analysis, according to the described criteria in note 2.11 under Impairment loss of non-financial assets IAS 36 “impairment of assets.”.

 

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Table of Contents

 

The detail of the useful lives applied to intangible assets as of December 31, 2016 and 2015 is as follows:

 

Estimated useful lives or amortization rates used

 

Minimum
life

 

Maximum
life

 

Development costs

 

1

 

7

 

Patents, Trade Marks and Other Rights

 

Indefinite

 

Indefinite

 

Software (IT)

 

1

 

7

 

Other identifiable Intangible Assets

 

1

 

5

 

 

The movement of intangible assets as of and for the year ended December 31, 2016 is the following:

 

Intangible movements

 

Patents,
trademarks
and other
rights

 

Applications
(IT)

 

Other
identifiable
intangible
assets

 

Intangible
assets, net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial balance as of January 1, 2016

 

267,839,511

 

103,417,708

 

30,492,198

 

401,749,417

 

Additions

 

 

37,671,772

 

 

37,671,772

 

Retirements

 

 

(1,517,096

)

 

(1,517,096

)

Amortization

 

 

(29,772,784

)

(1,335,738

)

(31,108,522

)

Decrease in foreign exchange

 

(311,485

)

(498,525

)

2,182,553

 

1,372,543

 

Balance at December 31, 2016

 

267,528,026

 

109,301,075

 

31,339,013

 

408,168,114

 

 

The movement of intangible assets as of and for the year ended December 31, 2015 is the following:

 

Intangible movements

 

Patents,
trademarks
and other
rights

 

Applications
(IT)

 

Other
identifiable
intangible
assets

 

Intangible
assets, net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial balance as of January 1, 2015

 

275,070,653

 

88,441,290

 

37,030,237

 

400,542,180

 

Additions

 

 

35,364,898

 

 

35,364,898

 

Retirements

 

 

(369,699

)

 

(369,699

)

Amortization

 

 

(27,993,517

)

(677,511

)

(28,671,028

)

Decrease in foreign exchange

 

(7,231,142

)

(5,139,705

)

(5,102,800

)

(17,473,647

)

Transfer from construction in progress

 

 

13,114,441

 

(757,728

)

12,356,713

 

Balance at December 31, 2015

 

267,839,511

 

103,417,708

 

30,492,198

 

401,749,417

 

 

The details of the amounts related to identifiable intangible assets that are individually significant as of December 31, 2016 and 2015 are as follows:

 

Individually significant
identifiable Intangible assets

 

Book
Value
2016

 

Book
Value
2015

 

Remaining
amortization
period

 

Country of
origin

 

Segment

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

Paris Brand

 

120,754,313

 

120,754,313

 

Indefinite

 

Chile

 

Department stores

 

Johnson’s Brand

 

15,501,628

 

15,501,628

 

Indefinite

 

Chile

 

Department stores

 

Pierre Cardin License

 

171,584

 

171,584

 

Defined

 

Chile

 

Department stores

 

Wong Brand

 

31,840,410

 

33,189,716

 

Indefinite

 

Peru

 

Supermarkets

 

Metro Brand

 

69,469,986

 

72,413,925

 

Indefinite

 

Peru

 

Supermarkets

 

Bretas Brand

 

17,255,743

 

14,949,332

 

Indefinite

 

Brazil

 

Supermarkets

 

Perini Brand

 

772,648

 

669,376

 

Indefinite

 

Brazil

 

Supermarkets

 

Prezunic Brand

 

11,761,714

 

10,189,637

 

Indefinite

 

Brazil

 

Supermarkets

 

Total

 

267,528,026

 

267,839,511

 

 

 

 

 

 

 

 

The factors for considering the brands with indefinite useful lives over time are the following:

 

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·                       Verifiable history and expected use of the asset by the Company: This is the most important factor to consider in the definition of the useful life of the brand. The brands mentioned have a history of more than 80 years of successful existence in the market. The use that has been and is being given to these brands shows an intention to keep them and consolidate them further in the long term.

·                       Legal, regulatory or contractual limits to the useful life of the intangible asset: There are no legal, regulatory or contractual limits linked to the brands. The brands are duly protected and the pertinent registrations remain current.

·                       Effects of obsolescence, demand, competition and other economic factors: The brands have a rating linked to strong national brands according to their history. This implies a low risk of obsolescence.

·                       Maintenance of the necessary investment levels to produce the projected future cash flows: historic and projected cash flows for the brands are duly sustained with investments in marketing, publicity, technology, renovations and improvements to the retail infrastructure. They are efficient as a result of synergies and scale of operations, but are compatible and realistic for the industry. An increase in the other general administration expenses and necessary sales is also contemplated to sustain the projected increase in sales.

·                       Relationship of the useful life of an asset or group of assets with the useful life of an intangible asset: The brands do not depend on the useful life of any asset or group of assets as they existed independently for a substantial time prior to the acquisitions, and they are not related to sectors subject to technological obsolescence or other causes.

 

The charge to profit and loss for amortization of intangibles for the years ended December 31, 2016, 2015 and 2014, is detailed below:

 

Item line in statement of income which includes amortization of
identifiable

 

As of December 31,

 

Intangible assets

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Administrative expenses (see note 25.3)

 

31,108,522

 

28,671,028

 

17,015,375

 

Total

 

31,108,522

 

28,671,028

 

17,015,375

 

 

As of December 31, 2016, 2015 and 2014, there are no relevant intangible assets encumbered. There are also no restrictions on ownership of them.

 

As of December 31, 2016, 2015 and 2014, there are no commitments to acquire intangible assets.

 

No significant intangible assets that have been fully amortized are in use as of December 31, 2016.

 

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13                                   Goodwill

 

The goodwill represents the excess of the acquisition cost, over the fair value of the Group’s interest in the identifiable net assets of the subsidiary/associate as of the date of acquisition. Goodwill is allocated to each store or group of stores, as appropriate, in each country and operating segment (CGUs cash generating units).

 

13.1 Measurement of the Goodwill recoverable amount

 

Goodwill is tested at least annually, if there are any triggering events of impairment, the recoverable value is checked in interim periods. These triggering events may include a significant change in the economic environment affecting business, new laws, operating performance indicators, competition movements, or disposal of a significant part of a cash-generating unit (CGU).

 

To check whether goodwill has an impairment on its value, the company compares the carrying amount of the assets with their recoverable value, and if necessary it recognizes an impairment loss for the excess of the carrying amount over its recoverable amount. The Group believes that the approach of value in use, determined by the model of discounted cash flows, is the most reliable method for determining the recoverable value of the CGU.

 

Reversal of an impairment loss for goodwill is prohibited.

 

13.2 Goodwill classified by segment and countries

 

The following table details goodwill balances and movements by operating segment and country as of December 31, 2016 and December 31, 2015:

 

Goodwill per operating segment and country

 

As of
December, 2015

 

Impairment

 

Increase
(decrease)
foreign
exchange

 

As of
December, 2016

 

 

 

ThCh$

 

 

 

ThCh$

 

ThCh$

 

Real Estate & Shopping—Argentina

 

115,986

 

 

(26,417

)

89,569

 

Supermarkets—Chile

 

106,991,957

 

 

 

106,991,957

 

Supermarkets—Brazil

 

343,976,582

 

 

53,085,893

 

397,062,475

 

Supermarkets—Peru

 

275,687,596

 

 

(11,331,984

)

264,355,612

 

Supermarkets— Colombia

 

439,366,277

 

 

 

439,366,277

 

Financial services — Colombia

 

52,305,509

 

 

 

52,305,509

 

Shopping Centers — Colombia

 

31,383,305

 

 

 

31,383,305

 

Home Improvement—Argentina

 

2,477,939

 

 

(1,100,075

)

1,377,864

 

Home Improvement—Chile

 

1,227,458

 

 

 

1,227,458

 

Department stores—Chile

 

138,159,463

 

 

 

138,159,463

 

Total

 

1,391,692,072

 

 

40,627,417

 

1,432,319,489

 

 

The following table details goodwill balances and movements by operating segment and country as of December 31, 2015 and December 31, 2014:

 

Goodwill per operating segment and country

 

As of
December, 2014

 

Impairment

 

Increase
(decrease)
foreign
exchange

 

As of
December, 2015

 

 

 

ThCh$

 

 

 

ThCh$

 

ThCh$

 

Real Estate & Shopping—Argentina

 

150,347

 

 

(34,361

)

115,986

 

Supermarkets—Chile

 

106,991,957

 

 

 

106,991,957

 

Supermarkets—Brazil

 

569,584,936

 

(116,771,460

)

(108,836,894

)

343,976,582

 

Supermarkets—Peru

 

268,644,820

 

 

7,042,776

 

275,687,596

 

Supermarkets— Colombia

 

499,279,860

 

 

(59,913,583

)

439,366,277

 

 

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Goodwill per operating segment and country

 

As of
December, 2014

 

Impairment

 

Increase
(decrease)
foreign
exchange

 

As of
December, 2015

 

 

 

ThCh$

 

 

 

ThCh$

 

ThCh$

 

Financial services — Colombia

 

59,438,079

 

 

(7,132,570

)

52,305,509

 

Shopping Centers — Colombia

 

35,662,847

 

 

(4,279,542

)

31,383,305

 

Home Improvement—Argentina

 

3,208,796

 

 

(730,857

)

2,477,939

 

Home Improvement—Chile

 

1,227,458

 

 

 

1,227,458

 

Department stores—Chile

 

138,159,463

 

 

 

138,159,463

 

Total

 

1,682,348,563

 

(116,771,460

)

(173,885,031

)

1,391,692,072

 

 

13.3 Impairment risks on Cash Generating Unit Supermarkets - Brazil, as of June 30 2015

 

During the first half 2015, the Brazilian economy experienced a deterioration in its macroeconomic variables that worsened from the 2nd quarter. These circumstances affect the assumptions used in the annual impairment test for projections in 2015 and successive periods.

 

External Indicators

 

The most representative variables of the hard economic conditions in Brazil and the weakening of the market are the following:

 

a) Devaluation of local currency against the dollar: Brazilian Real (BRL) loss of 15% in front of the American Dollar (USD) during the first half of 2015 (December 31, 2014 at BRL $ 2.6926 / USD; June 30 2015 BRL $ 3.0975 / USD).

b) Decrease in GDP growth. Falling from 0.1% growth in 2014, to a projection (tending to a contraction) of -1.5% in 2015 (IMF Bulletin, July 2015).

c) Increase of the unemployment rate. From a 4.8% unemployment rate at the end of 2014; to 6.7% unemployment rate as of May 2015.

d) Persistent high inflation. By passing from a rate of 6.4% in the year 2014 to 8.4% in the last 12 months measured at May 2015.

e) Significant increase in Producers Price Index (PPI). Raw materials have experimented meaningful increase. The SELIC (Bank overnight rate) has reached a level of 13.75%, one of the highest among the ten largest economies in the world.+-

 

As a consequence of worsening macroeconomic variables in Brazil, the Company has established a permanent monitoring of the CGU Supermarkets in Brazil performance in 2015, noticing impacts on the following internal indicators.

 

Internal Indicators

 

a) Decrease in sales in local currency. Showing a 1.4% growth in last 12 months, a figure lower than the expected in the company’s projections for 2015.

b) Decrease in sales in local currency by quarter. The 2015 second quarter sales fell 5.3%, in comparison with the same quarter of 2014.

c) Adjusted EBITDA. The adjusted EBITDA in local currency were 1.4% measured in the last twelve months. This index is lower than the official budget projection figure.

 

After evaluating the Supermarkets — Brazil segment development, the Group has considered that there are qualitative triggering events indicating that the goodwill of the Supermarkets - Brazil CGU could be at risk of impairment. According to this, a new calculation of the recovery value of the CGU Supermarkets Brazil was made by taking into account the adjusted assumptions and updated business outlook. The value in use was obtained by discounting the future cash flows at their present value, using an updated WACC rate.

 

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The financial model showed that the recoverable amount of the CGU Supermarkets - Brazil was lower than the carrying value of its long-term assets, for this reason, the Group recorded a goodwill impairment in the amount of ThCh$116,771,460 million (BRL $ 566 million).

 

The Supermarkets — Brazil impairment loss of goodwill, effective at June 30 2015, has been recognized within the consolidated statement of profit and loss and other comprehensive income, under the “Other gains and losses” line (see 25.3). This impairment does not represent any impact over the Company’s cash flows.

 

The deferred taxes effect generated by the impairment of goodwill of Brazil Supermarkets segment have been recorded in accordance with IAS 36, paragraph 64 and IAS 12, by comparing the carrying amount of the asset with its tax base. (See note 16)

 

As of December 31, 2016 and 2015, the performance of the supermarkets segment - Brazil, evidenced by meeting allocated budgets set in the second half of 2015, gives no reasons for recording any further impairment in this CGU.

 

13.4 Key assumptionsfor the 2016 test

 

a)             Discount rate

 

The real discount rate applied to annual test conducted in September 2016, was estimated based on an average cost of capital rate historical data, with a leverage of 31% and considering as reference the major competitors in the industry. Different discount rates are used in each of the countries where the Company operates depending on the associated risk. See table below:

 

 

 

2016

 

 

 

Chile

 

Argentina

 

Peru

 

Colombia

 

Brazil

 

Segment and Country

 

%

 

%

 

%

 

%

 

%

 

Supermarkets

 

9.01

 

 

10.08

 

9.44

 

9.97

 

Home Improvement

 

8.41

 

 

 

 

 

Department stores

 

8.84

 

24.84

 

 

 

 

 

 

 

2015

 

 

 

Chile

 

Argentina

 

Peru

 

Colombia

 

Brazil

 

Segment and Country

 

%

 

%

 

%

 

%

 

%

 

Supermarkets

 

8.62

 

 

9.31

 

8.76

 

9.65

 

Home Improvement

 

7.87

 

 

 

 

 

Department stores

 

8.48

 

35.40

 

 

 

 

 

b)             Other assumptions

 

The Group has defined a financial model which considers the revenues, expenditures, cash flow balances, net tax payments and capital expenditures on a five years period (2017-2021), and perpetuity thereafter. As an exception, the Supermarkets — Colombia segment has been forecasted on an eight years horizon, as a result of the recent inclusion of the Jumbo and Metro brands. These brands are on a pathway to maturity and the Company believes they have further room to increase their sales by square meter, getting close to regional and local averages.

 

The financial projections to determine the net present value of future cash flows are modeled considering the principal variables that determine the historic flows of each group of CGU and the budgets approved by the Board. Conservative growth rates are used for this purpose, which fluctuate from 0% to 5% annual average for the first five year of the projections and the terminal growth rates are between 0.5% and 1%, beyond fifth year, taking into account the maturity of each segment. Higher growth rates may be assigned depending on the business performance in each country, and their periods of stabilization and maturity.

 

The most sensitive variables in these projections are the discount rates applied in determining the net present value

 

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of projected cash flows, operating costs, and market prices of the goods and services traded.

 

Sensitizations tests were applied for the group of CGUs, (considering the following reasonable scenarios:

 

·                  EBITDA margin would have been 5% lower, than management´s estimates, or

·                  Perpetuity growth rate would have been 10% lower, than management´s estimates, or

·                  the estimated cost of capital used in determining the discount rate, would have been 5% higher, than management´s estimates,

 

After considering the mentioned scenarios in isolation, there were no reasonably possible changes in any of the key assumptions that would have resulted in an impairment write-down.

 

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14           Property, plant and equipment

 

14.1        The composition of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Construction in progress

 

66,402,237

 

63,017,895

 

Land

 

659,605,782

 

725,437,554

 

Buildings

 

1,048,864,332

 

1,075,995,255

 

Plant and equipment

 

219,967,327

 

246,716,665

 

Information technology equipment

 

36,328,354

 

32,046,485

 

Fixed installations and accessories

 

304,243,709

 

343,696,782

 

Motor vehicles

 

670,349

 

577,489

 

Leasehold improvements

 

234,231,790

 

202,460,078

 

Other property plant and equipment

 

8,479,693

 

21,542,427

 

 

 

 

 

 

 

Totals

 

2,578,793,573

 

2,711,490,630

 

 

 

 

As of December 31,

 

Property, plant and equipment categories, gross

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Construction in progress

 

66,402,237

 

63,017,895

 

Land

 

659,605,782

 

725,437,554

 

Buildings

 

1,299,194,334

 

1,310,237,782

 

Plant and equipment

 

595,558,141

 

608,586,845

 

Information technology equipment

 

152,482,771

 

142,496,186

 

Fixed installations and accessories

 

751,739,889

 

732,584,234

 

Motor vehicles

 

5,099,000

 

4,640,629

 

Leasehold improvements

 

329,887,733

 

274,904,826

 

Other property plant and equipment

 

13,779,119

 

27,627,230

 

 

 

 

 

 

 

Totals

 

3,873,749,006

 

3,889,533,181

 

 

Accumulated depreciation and impairment of property,

 

As of December 31,

 

plant and equipment

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Buildings

 

(250,330,002

)

(234,242,527

)

Plant and equipment

 

(375,590,814

)

(361,870,180

)

Information technology equipment

 

(116,154,417

)

(110,449,701

)

Fixed installations and accessories

 

(447,496,180

)

(388,887,452

)

Motor vehicles

 

(4,428,651

)

(4,063,140

)

Leasehold improvements

 

(95,655,943

)

(72,444,748

)

Other property plant and equipment

 

(5,299,426

)

(6,084,803

)

 

 

 

 

 

 

Totals

 

(1,294,955,433

)

(1,178,042,551

)

 

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14.2                         The following table shows the technical useful lives for the assets.

 

Method used for the depreciation of property,
plant and equipment (life)

 

Rate explanation

 

Minimum
life

 

Maximum
life

 

Buildings

 

Useful Life (years)

 

25

 

60

 

Plant and equipment

 

Useful Life (years)

 

7

 

20

 

Information technology equipment

 

Useful Life (years)

 

3

 

7

 

Fixed installations and accessories

 

Useful Life (years)

 

7

 

15

 

Motor vehicles

 

Useful Life (years)

 

1

 

5

 

Leasehold improvements

 

Useful Life (years)

 

5

 

35

 

Other property plant and equipment

 

Useful Life (years)

 

3

 

15

 

 

The Company and its subsidiaries reviewed the estimated useful lives of property, plant and equipment at the end of each fiscal year. As such, the Company has determined that there are no significant changes in the estimated useful lives in the reporting periods.

 

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14.3                         Reconciliation of changes in property, plant and equipment

 

The following chart shows a detailed roll-forward of changes in property, plant and equipment; by class between January 1, 2016 and December 31, 2016:

 

Movement year 2016

 

Construction in
progress

 

Land

 

Building,
net

 

Plant and
equipment
net

 

Information
technology
equipment,
net

 

Fixed
installations
and
accessories,
net

 

Motor
vehicles,
net

 

Lease
improvements,
net

 

Other
property,
plant and
equipment,
net

 

Property,
plant and
equipment,
net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening balance January 1, 2016

 

63,017,895

 

725,437,554

 

1,075,995,255

 

246,716,665

 

32,046,485

 

343,696,782

 

577,489

 

202,460,078

 

21,542,427

 

2,711,490,630

 

Charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

112,960,591

 

2,637,687

 

14,673,368

 

27,951,919

 

4,281,236

 

19,393,558

 

64,748

 

9,534,011

 

894,142

 

192,391,260

 

Decrease derived from loss of control in subsidiaries

 

(26,452

)

 

(294,862

)

(36,007

)

(34,940

)

 

 

 

 

(392,261

)

Transfers to (from) investment properties

 

(6,299,632

)

(41,143,628

)

(1,890,902

)

(733,140

)

224,296

 

(756,374

)

 

 

(3,306,574

)

(53,905,954

)

Retirements

 

(227,085

)

(992,318

)

(5,922,284

)

(5,606,035

)

(567,568

)

(298,660

)

 

(212,866

)

(2,259,506

)

(16,086,322

)

Depreciation expenses

 

 

 

(31,219,656

)

(52,165,648

)

(14,005,719

)

(67,906,543

)

(221,744

)

(30,452,796

)

(632,791

)

(196,604,897

)

Increase (decrease) for revaluation charged to equity

 

 

18,435,465

 

 

 

 

 

 

 

 

18,435,465

 

Impairment losses recognized in results

 

 

(2,639,637

)

 

 

 

 

 

 

 

(2,639,637

)

(Decrease) increase in foreign exchange

 

(2,225,068

)

(14,638,273

)

(21,515,463

)

(718,868

)

(919,762

)

(2,617,885

)

(25,217

)

14,468,605

 

(2,343,689

)

(30,535,620

)

Transfer to non—current assets and disposal groups held for sale

 

 

(27,520,057

)

(9,440,631

)

(537,066

)

(1,684

)

(445,337

)

 

 

(5,414,316

)

(43,359,091

)

Other (decrease)Increase

 

(100,798,012

)

28,989

 

28,479,507

 

5,095,507

 

15,306,010

 

13,178,168

 

275,073

 

38,434,758

 

 

 

Total changes

 

3,384,342

 

(65,831,772

)

(27,130,923

)

(26,749,338

)

4,281,869

 

(39,453,073

)

92,860

 

31,771,712

 

(13,062,734

)

(132,697,057

)

Final balance as of December 31, 2016

 

66,402,237

 

659,605,782

 

1,048,864,332

 

219,967,327

 

36,328,354

 

304,243,709

 

670,349

 

234,231,790

 

8,479,693

 

2,578,793,573

 

 

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The following chart shows a detailed roll-forward of changes in property, plant and equipment; by class between January 1, 2015 and December 31, 2015:

 

Movement year 2015

 

Construction In
progress

 

Land

 

Building,
net

 

Plant and
equipment
net

 

Information
technology
equipment,
net

 

Fixed
installations
and
accessories,
net

 

Motor
vehicles,
net

 

Lease
improvements,
net

 

Other
property,
plant and
equipment,
net

 

Property,
plant and
equipment,
net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening balance January 1, 2015

 

108,039,312

 

771,941,960

 

1,138,386,080

 

271,557,150

 

41,570,626

 

383,530,334

 

3,256,956

 

260,036,836

 

31,409,202

 

3,009,728,456

 

Charge

 

 

 

 

 

 

 

 

 

 

 

Additions

 

39,267,282

 

13,256,435

 

12,810,066

 

25,541,163

 

3,304,532

 

19,284,001

 

310,638

 

13,851,190

 

2,831,930

 

130,457,237

 

Disposals

 

 

 

(2,845,401

)

 

(271,851

)

 

(12,525

)

 

 

(3,129,777

)

Transfers to (from) investment properties

 

8,913,555

 

 

2,988,070

 

 

 

3,686,245

 

 

 

 

15,587,870

 

Other decreases

 

(10,292,730

)

 

 

 

(2,063,983

)

 

 

 

 

(12,356,713

)

Retirements

 

(419

)

(688,384

)

(26,926

)

(7,869,437

)

(403,731

)

(1,352,637

)

 

 

(17,000

)

(10,358,534

)

Depreciation expenses

 

(33,329,879

)

(52,615,043

)

(14,591,325

)

(66,642,810

)

(498,560

)

(21,336,782

)

(804,885

)

(189,819,284

)

 

 

 

 

Decrease in foreign exchange

 

(5,274,847

)

(59,116,214

)

(55,509,268

)

(19,513,608

)

(954,739

)

(27,690,495

)

(770,493

)

(51,211,220

)

(8,577,741

)

(228,618,625

)

Transfer from construction in progress

 

(77,634,258

)

43,757

 

13,522,513

 

29,616,440

 

5,456,956

 

32,882,144

 

(1,708,527

)

1,120,054

 

(3,299,079

)

 

Total changes

 

(45,021,417

)

(46,504,406

)

(62,390,825

)

(24,840,485

)

(9,524,141

)

(39,833,552

)

(2,679,467

)

(57,576,758

)

(9,866,775

)

(298,237,826

)

Final balance as of December 31, 2015

 

63,017,895

 

725,437,554

 

1,075,995,255

 

246,716,665

 

32,046,485

 

343,696,782

 

577,489

 

202,460,078

 

21,542,427

 

2,711,490,630

 

 

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The following chart shows a detailed roll-forward of changes in property, plant and equipment; by class between January 1, 2014 and December 31, 2014:

 

Movement year 2014

 

Construction In
progress

 

Land

 

Building,
net

 

Plant and
equipment
net

 

Information
technology
equipment,
net

 

Fixed
installations
and
accessories,
net

 

Motor
vehicles,
net

 

Lease
improvements,
net

 

Other
property,
plant and
equipment,
net

 

Property,
plant and
equipment,
net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening balance January 1, 2014

 

196,653,736

 

755,456,534

 

1,159,045,283

 

270,153,069

 

35,962,383

 

389,903,950

 

1,192,222

 

230,830,919

 

62,685,772

 

3,101,883,868

 

Charge

 

 

 

 

 

 

 

 

 

 

 

Additions

 

74,613,966

 

28,789,994

 

12,142,562

 

22,688,461

 

7,431,611

 

10,221,794

 

37,127

 

21,411,800

 

6,356,217

 

183,693,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

 

 

 

 

 

 

(12,998

)

 

 

(12,998

)

Transfer to non—current assets and disposal groups held for sale

 

(153,192

)

 

 

(1,063,820

)

(737,816

)

(697,955

)

 

 

 

(2,652,783

)

Transfers from (to) investment properties

 

6,208,164

 

9,024,753

 

(255,582

)

145,240

 

 

424,342

 

 

 

(11,834

)

15,535,083

 

Other Increase/(decrease)

 

(31,645,866

)

 

3,595,249

 

(28,050,617

)

 

 

 

 

 

 

 

 

 

 

 

 

Retirements

 

(41,390

)

 

(3,735,684

)

(1,936,378

)

(854,924

)

(29,646

)

 

 

(10,692,659

)

(17,290,681

)

Depreciation expenses

 

(33,585,988

)

(53,175,448

)

(12,446,988

)

(63,836,549

)

(289,575

)

(18,888,233

)

(804,885

)

(183,027,666

)

 

 

 

 

Increase (decrease) in foreign exchange

 

21,117,212

 

(21,329,321

)

(31,192,967

)

(15,939,444

)

(3,048,321

)

(9,767,635

)

(41,059

)

292,006

 

(439,753

)

(60,349,282

)

Transfer from construction in progress

 

(158,713,318

)

 

35,968,456

 

50,685,470

 

11,669,432

 

57,312,033

 

2,371,239

 

26,390,344

 

(25,683,656

)

 

Total changes

 

(88,614,424

)

16,485,426

 

(20,659,203

)

1,404,081

 

5,608,243

 

(6,373,616

)

2,064,734

 

29,205,917

 

(31,276,570

)

(92,155,412

)

Final balance as of December 31, 2014

 

108,039,312

 

771,941,960

 

1,138,386,080

 

271,557,150

 

41,570,626

 

383,530,334

 

3,256,956

 

260,036,836

 

31,409,202

 

3,009,728,456

 

 

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14.4        The Company has traditionally maintained the policy to carry out all the necessary work in response to the opportunities and changes experienced in domestic and regional markets where the Company operates, to capture the best opportunities and results for each of its business units.

 

The cost includes disbursements directly attributable to the acquisition or construction of an asset, as well as interests from related financing in the case of qualifying assets.

 

14.5                        Borrowing costs:

 

The company incorporates borrowing costs that are directly attributable to the acquisition, construction or production of a qualified asset during the period to complete and prepare the asset for its intended use.

 

During the years ended as of December 31, 2016 and 2015 there is no capitalization of the borrowing costs.

 

14.6                         Assets subject to finance lease

 

The financial lease operations are shown in note 30.

 

14.7                         Assets granted

 

As of December 31, 2016 and 2015, properties, plant and equipment granted as guarantee amounted ThCh$ 3,867,501 and ThCh$ 3,630,138, respectively, whose details are shown in Note 31.1 Guarantees Granted. Nevertheless, there are no restrictions on transfer of assets.

 

14.8                         Commitments to acquire assets

 

As of December 31, 2016, there are commitments to acquire property, plant and equipment of ThCh$ 86,104,812. (As of December 31, 2015 there are commitments to acquire property, plant or equipment of ThCh$ 59,290,755).

 

14.9                         Assets out of service

 

As of December 31, 2016 and 2015, there are no essential elements or assets that are temporarily out of service. The property, plant and equipment mainly relate to stores and operating fixed assets to enable the performance of the retail business every day of the year, except when there are restrictions for public holidays established in each country.

 

14.10                  Assets fully depreciated

 

In view of the nature of the retail business, the Company has no significant fully depreciated assets that are in use as of December 31, 2016 and 2015. These assets relate mainly to minor equipment such as scales, furniture, computers, cameras, lighting and others.  The retail business assets are depreciated based on the term of the lease agreement.

 

14.11                  Impairment losses

 

Assets subject to amortization are tested for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be recovered. It recognizes an impairment loss when the carrying amount is greater than its recoverable amount. The recoverable amount of an asset is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which identifiable cash flows exist separately. As discussed below, the Company has recognized an impairment loss, related to property, plant and equipment, in the amount of ThCH$ 2,639,637 for the period ended December 31, 2016. No impairment related to property, plant and equipment was recorded for the periods ended December 31, 2015 and 2014.

 

During 2016, the Company has initiated a detailed plan for a non-strategic sale of assets in Chile. These assets were previously classified within the property, plant and equipment category.

 

International Financial Reporting Standard IFRS 5 “Assets Held for Sale” indicates that the assets of a company

 

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must be classified according to the use or destination that the company decides to give them. Accordingly, these assets must be reclassified as a consequence of a change of plans by management, since the intention of the company is to realize the sale of such assets within a period not exceeding one year.

 

In order to comply with IFRS5, the market value obtained by management was compared with the book value of the assets included in the sales plan. From this comparison, it was verified that in eight of the locations in the process of commercialization, the book value exceeds its recoverable value amounted to ThCh $ 2,639,637, proceeding to record the impairment prior to reclassification to assets held for sale. See Note 25.4. Assets held for sale at December 31, 2016 amounts to carrying value of ThCh $ 10,883,992, recoverable amount of ThCh $ 8,244,355 and related impairment  of ThCh $ 2,639,637.

 

Management has determined the fair value of each asset held for sale, based on market information. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available management consider information from a variety of source including current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences. The key input under this approach is the price per square metre from recent sales. These values were determined using level II inputs in accordance with the definitions of IFRS 13.

 

14.12                  Land revaluation:

 

During 2016, several pieces of land, included within the Propertiy, plant and equipment item amounting a historical cost of ThCh $ 23.527.099 were revalued. Such revaluation was made as required by IAS 40 prior to the transfer of such assets from property, plant and equipment to investment property.

 

In order to determine the amount of the revaluation, the fair value of the mentioned land parcels was determined by management, with experience in the localities and category of the appraised properties.

 

Management has determined the fair value of each property, taking into account independent valuations. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available the management consider information from a variety of sources including current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences. The key input under this approach is the price per square metre from recent sales. These values were determined using level II inputs in accordance with the definitions of IFRS 13.

 

The revaluation implied a net increase in the value of property, plant and equipment amounted to ThCh $ 18,435,465 credited to equity through other comprehensive income.

 

In addition, the revaluation generated a recognition of deferred tax liabilities amounting to ThCh $ 4,182,452, which was recorded in other comprehensive income. As a result, the net effect of this revaluation was ThCh $ 14,253,013.

 

14.13                  Property Plant and Equipment components:

 

The main items that compose each asset class are:

 

Plant and equipment: presented in this asset class are primarily properties used in the operation of retail business such as mixers, sausages portioning machines, system ready meals, frozen island, cold containers, and refrigerated display cases, forming bread ovens, blender, among others.

 

Equipment for information technology: correspond to items such as computers, printers, notebook, labeling, scanner, clock control, price inquiries and servers, among others.

 

Fixtures and fittings: presented in this asset class are expenditures to enable operations of stores, such, ceilings, floors, wall finishes, lighting the sky, smoke detectors, sprinklers, air ducts and heating, communications networks , escalators, elevators, hoists, electrical substation and central air conditioning among others.

 

Leasehold improvements: presented in this asset class are disbursements associated with enabling or leased store

 

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improvements such as remodeling of facades, finishes, floors, ceilings and walls among others. Other property, plant and equipment: mainly corresponds to fixed assets in transit and assets acquired under finance lease.

 

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15                                   Investment properties

 

The investment properties are assets held to generate rental income and include lands, buildings, malls in Chile, Argentina, Peru and Colombia and other real estate projects in progress that are held either to obtain rental income or for capital appreciation. The factors considered in the valuation methodology of the investment properties are described in note 4.3 “Estimates, judgment or criteria applied by management”.

 

15.1                         The roll-forward of investment properties at December 31, 2016 and 2015 is the following:

 

Roll-forward of investment properties, net, fair value 

 

As of December 31,

 

method

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Investment properties, net, initial value

 

1,807,095,204

 

1,663,592,396

 

Revaluation, adjustment to fair value gains

 

287,519,826

 

198,154,988

 

Additions, Investment Properties, Fair Value Method

 

1,225,878

 

6,404,431

 

Transfer to (from) property, plant and equipment

 

53,905,954

 

(15,587,870

)

Transfer to assets classified as held for sale

 

(2,939,242

)

 

Retirements, Fair Value Method

 

(3,579,094

)

 

Decrease in foreign exchange rate, Investment Properties, Fair Value Method

 

(61,534,499

)

(45,468,741

)

Changes in Investment Properties, Fair Value Method, Total

 

274,598,823

 

143,502,808

 

 

 

 

 

 

 

Investment Properties, Fair Value Method, Final Balance

 

2,081,694,027

 

1,807,095,204

 

 

The value of land measured through a market approach, classified as investment property and valued under the Level II of the hierarchy of the fair value as of December 31, 2016 and 2015, is the following:

 

Roll-forward of the land included within investment 

 

As of December 31,

 

properties, net, fair value method

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Land, net, initial value

 

324,977,027

 

312,213,496

 

Revaluation, adjustment to fair value gains regognized into results re

 

(6,881,702

)

41,838,118

 

Transfer from properties occupied by the owner, investment propertiesfair value method

 

41,962,564

 

 

Retirements of investment properties, fair value method

 

(2,929,242

)

 

Increase (decrease) in foreign exchange rate, fair value method

 

6,917,331

 

(29,074,587

)

Changes in land, fair value method, Total

 

39,068,951

 

12,763,531

 

 

 

 

 

 

 

Land investment properties, fair value method, final balance

 

364,045,978

 

324,977,027

 

 

15.2                         Income and expense from investment properties

 

 

 

As of December 31,

 

Income and expense from investment properties

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Revenue from investment property leases

 

238,722,047

 

248,025,700

 

214,849,681

 

 

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As of December 31,

 

Income and expense from investment properties

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Direct expense of operation of investment properties which generate lease revenue

 

62,208,103

 

82,973,153

 

62,505,656

 

Direct expense of operation of investment properties which do not generate lease revenue

 

 

 

 

 

15.3                         As of December 31, 2016, investment properties are not encumbered.

 

15.4                         As of December 31, 2016, there are commitments to acquire investment properties by ThCh$  4,331,676. (ThCh$  10,859,113 as of December 31,2015).

 

15.5                         Investment Properties

 

At December 31, 2016 and 2015, these assets are valued using the fair value model. The methodology used in the valuation of these assets and significant assumptions used are described in note 4.3. The costanera center project corresponds to assets that have been classified as investment property. The shopping mall is in operation since June, 2012. First 15,000 square meters of tower 2 and 4 were allowed to be leased as commercial offices by the municipality authority from August 2015.

 

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16                                   Deferred taxes

 

The source of the deferred income taxes recorded as of December 31, 2016 and 2015 is the following:

 

16.1                         Deferred income tax assets

 

 

 

As of December 31,

 

Deferred income tax assets related to

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Fixed assets

 

5,328,148

 

3,249,977

 

Accruals

 

7,668,963

 

7,916,959

 

Inventories

 

64,051,119

 

56,665,261

 

Bad-debt reserve

 

13,716,646

 

16,338,999

 

Provisions

 

42,880,180

 

41,621,916

 

Vacation / annual leave

 

5,568,839

 

5,444,147

 

Tax loss carry-forward

 

462,789,346

 

398,346,540

 

Tax credits

 

37,486,690

 

28,292,628

 

 

 

 

 

 

 

Total

 

639,489,931

 

557,876,427

 

 

The recovery of the deferred tax asset balances requires that the business achieves a sufficient level of taxable income in the future. The Company estimates that the estimated projected future income will cover the recovery of these assets.

 

16.2                         Deferred tax liabilities

 

 

 

 

As of December 31,

 

Deferred income tax liabilities related to

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Fixed assets

 

464,629,690

 

377,101,618

 

Intangibles

 

267,077,149

 

252,321,486

 

Accumulations or accruals

 

9,522,236

 

11,816,772

 

Foreign currency translation

 

(884,823

)

13,653,687

 

Other

 

2,108,414

 

405,110

 

 

 

 

 

 

 

Total

 

742,452,666

 

655,298,673

 

 

The analysis of deferred tax assets and deferred tax liabilities is as follows:

 

 

 

As of December 31,

 

Deferred income tax assets

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Deferred tax assets to be recovered after more than 12 months

 

480,661,447

 

423,658,900

 

Deferred tax assets to be recovered within 12 months

 

158,828,484

 

134,217,527

 

 

 

 

 

 

 

Deferred tax assets

 

639,489,931

 

557,876,427

 

 

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As of December 31,

 

Deferred income tax liabilities

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Deferred tax liabilities to be recovered after more than 12 months

 

(639,630,974

)

(531,748,712

)

Deferred tax liabilities to be recovered within 12 months

 

(102,821,692

)

(123,549,961

)

 

 

 

 

 

 

Deferred tax liabilities

 

(742,452,666

)

(655,298,673

)

 

 

 

 

 

 

Deferred tax liability (net)

 

(102,962,735

)

(97,422,246

)

 

The gross movement on the deferred income tax account is as follows:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

As of 1 January

 

(97,422,246

)

(183,483,696

)

(159,621,487

)

Effects on statement of profit and loss(*)

 

(50,577,006

)

94,803,722

 

(18,002,092

)

Exchange differences

 

35,087,731

 

(8,050,864

)

5,098,625

 

Tax credited (debited) directly to equity

 

9,948,786

 

(691,408

)

614,276

 

Effects on statement of profit and loss from discontinued operations

 

 

 

453,951

 

Reclassification of deferred income tax assets and liabilities to discontinued operations

 

 

 

(12,026,969

)

 

 

 

 

 

 

 

 

At 31 December

 

(102,962,735

)

(97,422,246

)

(183,483,696

)

 


(*) In 2015 the (decrease) increase in assets and liabilities for deferred tax includes effects of the recently enacted tax laws in Peru, Chile and Colombia.

 

Consolidated impacts in results are explained in note 26 (corporate income tax).

 

16.3                         The deferred tax roll-forward is as follows:

 

 

 

As of December 31,

 

Movements in deferred tax asset

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Deferred tax assets, initial balance

 

557,876,427

 

484,341,049

 

Increase in deferred tax assets

 

65,138,261

 

132,750,740

 

Increase (decrease) in foreign exchange rate

 

16,475,243

 

(59,215,362

)

 

 

 

 

 

 

Deferred tax assets, final balance

 

639,489,931

 

557,876,427

 

 

 

 

As of December 31,

 

Movements in deferred tax liability

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Deferred tax liabilities, initial balance

 

(655,298,673

)

(667,824,745

)

Decrease in deferred tax liabilities

 

(105,766,481

)

(38,638,426

)

Increase in foreign exchange rate

 

18,612,488

 

51,164,498

 

 

 

 

 

 

 

Deferred tax liabilities, final balance

 

(742,452,666

)

(655,298,673

)

 

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The changes in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:

 

Deferred tax assets

 

Tax losses
carry forward

 

Bad debt
provision

 

Provisions

 

Other

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013

 

174,936,932

 

26,738,963

 

58,954,431

 

51,230,870

 

311,861,196

 

Credit (charged) to the Statement of profit and losses, and foreign exchange differences

 

176,027,822

 

(5,413,433

)

5,564,767

 

19,879,270

 

196,058,426

 

Charged directly to equity

 

 

 

 

(23,578,573

)

(23,578,573

)

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

350,964,754

 

21,325,530

 

64,519,198

 

47,531,567

 

484,341,049

 

Credit (charged) to the Statement of profit and losses, and foreign exchange differences

 

47,381,786

 

(4,986,531

)

(22,897,282

)

54,728,813

 

74,226,786

 

Charged directly to equity

 

 

 

 

(691,408

)

(691,408

)

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

398,346,540

 

16,338,999

 

41,621,916

 

101,568,972

 

557,876,427

 

Credit (charged) to the Statement of profit and losses, and foreign exchange differences

 

64,442,806

 

(2,622,353

)

1,258,264

 

8,586,001

 

71,664,718

 

Credited directly to equity

 

 

 

 

9,948,786

 

9,948,786

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2016

 

462,789,346

 

13,716,646

 

42,880,180

 

120,103,759

 

639,489,931

 

 

Deferred tax liabilities

 

Fixed assets

 

Intangibles

 

Capitalized
expenses

 

Other

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Charged directly to equity

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013

 

(335,327,877

)

(110,695,030

)

(7,987,656

)

(17,472,120

)

(471,482,683

)

(Charged) credit to the Statement of profit and losses, and foreign exchange differences

 

(30,186,121

)

(162,217,672

)

(5,886,405

)

1,948,136

 

(196,342,062

)

At December 31, 2014

 

(365,513,998

)

(272,912,702

)

(13,874,061

)

(15,523,984

)

(667,824,745

)

 

 

 

 

 

 

 

 

 

 

 

 

(Charged) credit to the Statement of profit and losses, and foreign exchange differences

 

(11,587,620

)

20,591,216

 

2,057,289

 

1,465,187

 

12,526,072

 

At December 31, 2015

 

(377,101,618

)

(252,321,486

)

(11,816,772

)

(14,058,797

)

(655,298,673

)

 

 

 

 

 

 

 

 

 

 

 

 

(Charged) credit to the Statement of profit and losses, and foreign exchange differences

 

(87,528,072

)

(14,755,663

)

2,294,536

 

12,835,206

 

(87,153,993

)

At December 31, 2016

 

(464,629,690

)

(267,077,149

)

(9,522,236

)

(1,223,591

)

(742,452,666

)

 

16.4                         Compensation of deferred income tax assets and liabilities

 

The deferred tax assets and liabilities are offset when there is a legal right to compensate the current tax assets against the current tax liabilities and when the deferred income tax assets and liabilities are related to the income tax levied on the same tax authority and the same entity.

 

The compensated amounts are detailed below:

 

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Concept

 

Gross assets/
liabilities

 

Off-setting
values

 

Net
Balances

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Deferred income tax assets

 

557,876,427

 

(5,762,339

)

552,114,088

 

Deferred income tax liabilities

 

(655,298,673

)

5,762,339

 

(649,536,334

)

Final balance at December 31, 2015

 

(97,422,246

)

 

(97,422,246

)

Deferred income tax assets

 

639,489,931

 

(22,910,575

)

616,579,356

 

Deferred income tax liabilities

 

(742,452,666

)

22,910,575

 

(719,542,091

)

Final balance at December 31, 2016

 

(102,962,735

)

 

(102,962,735

)

 

16.5                         Current and non-current income tax assets and liabilities

 

The composition of this item as of December 31, 2016 and 2015 is the following:

 

Current tax assets

 

12/31/2016

 

12/31/2015

 

 

 

ThCh$

 

ThCh$

 

Current tax assets

 

74,135,647

 

61,197,049

 

Compensated amounts

 

 

 

 

 

 

 

 

 

Current tax assets, total

 

74,135,647

 

61,197,049

 

 

Current income tax liabilities

 

12/31/2016

 

12/31/2015

 

 

 

ThCh$

 

ThCh$

 

Current income tax liabilities, total

 

74,585,510

 

49,433,829

 

Compensated amounts

 

 

 

 

 

 

 

 

 

Current income tax liabilities, total

 

74,585,510

 

49,433,829

 

 

Non-current tax assets

 

12/31/2016

 

12/31/2015

 

 

 

ThCh$

 

ThCh$

 

Minimum presume tax asset

 

78,523,676

 

857,294

 

Tax receivable long term

 

4,852,774

 

7,997,053

 

 

 

 

 

 

 

Non-current tax assets, total

 

83,376,450

 

8,854,347

 

 

Non-current tax liabilities

 

12/31/2016

 

12/31/2015

 

 

 

ThCh$

 

ThCh$

 

Income tax payable

 

 

 

 

 

 

 

 

 

Non-current tax liabilities, total

 

 

 

 

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Table of Contents

 

17                                   Other financial liabilities, current and non-current

 

The composition of this item as of December 31, 2016 and 2015 is the following:

 

17.1                         Types of interest bearing (accruing) loans

 

 

 

Balance as of 12/31/2016

 

Balance as of 12/31/2015

 

Loans

 

Current

 

Non-current

 

Current

 

Non-current

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Bank loans (*)(1)

 

215,393,417

 

206,299,337

 

193,821,962

 

269,733,099

 

Bond debt (*)(2)

 

127,530,284

 

2,618,875,407

 

61,488,514

 

2,586,966,437

 

Other loans—leases (5)

 

2,713,893

 

19,256,643

 

3,025,088

 

29,524,500

 

Other financial liabilities (hedge derivatives) (4)

 

4,151,393

 

12,441,477

 

58,029

 

1,088,321

 

Term deposits (3)

 

56,113,724

 

45,030,033

 

89,791,028

 

23,601,397

 

Term savings accounts

 

 

 

451,312

 

 

Letters of credit

 

 

 

 

8,235,348

 

Deposits and other demand deposits

 

15,224

 

 

3,824,992

 

 

Debt purchase Bretas

 

 

1,722,769

 

 

1,636,153

 

Debt M. Rodriguez

 

 

 

 

1,864,286

 

Debt Johnson’s

 

 

 

1,388,767

 

1,388,767

 

Other Financial liabilities -Other

 

2,091,081

 

 

2,323,419

 

 

 

 

 

 

 

 

 

 

 

 

Totals Loans

 

408,009,016

 

2,903,625,666

 

356,173,111

 

2,924,038,308

 

 


(*) The variation in these groups of financial liabilities is mainly related to placement in international markets of two series of bonds for a total amount of USD 1,000 million dollars of the United States of America, in accordance with Rule 144A of the Securities Act 1933 United States of America, which took place in February 2015 and whose resources were used to pay debt in Chile companies and subsidiaries in Brazil.

(1) Bank loans correspond to loans taken out with banks and financial institutions (see note 17.2)

(2) Bond debt corresponds to bonds placed in public securities markets or issued to the public in general (see note 17.3)

(3) Time deposits are the main funding source of the Banco Cencosud Peru.

(4) Other financial liabilities (hedge derivatives) includes Cross Currency Swaps, Interest Rate Swaps and Forward contracts (see note 17.4)

(5) Other loans (leases) are shown in detail in note 17.5

 

F-98



Table of Contents

 

17.2                         Bank loans—breakdown of currency and maturity dates

 

At December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

Effective

 

 

 

Expiration

 

Total

 

Expiration

 

Total non-

 

Segment

 

ID

 

Creditor name

 

Currency

 

Amortization
type

 

interest
rate

 

Nominal
rate

 

Up to 90
days

 

90 days to
1 year

 

current at
12/31/2016

 

1 to 3 year

 

3 to 5 years

 

5 or more
years

 

current at
12/31/2016

 

 

 

 

 

 

 

 

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chile

 

97.004.000-5

 

BANCO DE CHILE S.A.

 

USD

 

Monthly

 

0.02

 

0.02

 

3,705,858

 

 

3,705,858

 

 

 

 

 

 

 

97.015.000-5

 

BANCO SANTANDER CHILE S.A.

 

USD

 

Monthly

 

0.10

 

0.10

 

1,194,807

 

 

1,194,807

 

 

 

 

 

 

 

97.015.000-5

 

BANCO SANTANDER CHILE S.A.

 

CH$

 

At maturity

 

6.59

 

6.28

 

802,444

 

 

802,444

 

49,877,927

 

 

 

49,877,927

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

CH$

 

Semiannual

 

5.48

 

5.25

 

2,421,575

 

 

2,421,575

 

12,186,894

 

20,890,466

 

 

33,077,360

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

USD

 

Monthly

 

1.36

 

1.36

 

4,550,527

 

 

4,550,527

 

 

 

 

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

CH$

 

Monthly

 

0.32

 

0.32

 

1,360,695

 

 

1,360,695

 

 

 

 

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

USD

 

Monthly

 

0.06

 

0.06

 

3,150,209

 

 

3,150,209

 

 

 

 

 

 

 

97.030.000-6

 

BANCO DEL ESTADO DE CHILE S.A.

 

CH$

 

At maturity

 

5.20

 

4.71

 

10,402

 

 

10,402

 

39,453,919

 

 

 

39,453,919

 

 

 

O-E

 

BANCO SCOTIABANK

 

USD

 

Semiannual

 

2.19

 

1.90

 

 

22,392,398

 

22,392,398

 

 

 

 

 

 

 

O-E

 

BANCO RABOBANK CURACAO N.V.

 

USD

 

Annual

 

3.37

 

3.86

 

 

6,884,327

 

6,884,327

 

13,548,040

 

 

 

13,548,040

 

 

 

O-E

 

BANCO RABOBANK CURACAO N.V.

 

USD

 

At maturity

 

2.72

 

2.51

 

253,902

 

 

253,902

 

22,315,667

 

10,990,370

 

 

33,306,037

 

 

 

O-E

 

BANCO MIZUHO

 

USD

 

Semiannual

 

2.70

 

2.31

 

5,773,596

 

5,578,917

 

11,352,513

 

16,597,292

 

 

 

16,597,292

 

 

 

O-E

 

BANCO SUMITOMO

 

USD

 

Semiannual

 

2.61

 

2.25

 

 

13,608,361

 

13,608,361

 

19,929,881

 

 

 

19,929,881

 

Argentina

 

O-E

 

BANCO GALICIA

 

ARS

 

Monthly

 

27.00

 

27.00

 

86,329

 

 

86,329

 

 

 

 

 

 

 

O-E

 

BANCO BBVA

 

ARS

 

Monthly

 

28.00

 

28.00

 

127,098

 

 

127,098

 

 

 

 

 

 

 

O-E

 

BANCO GALICIA

 

ARS

 

Monthly

 

27.00

 

27.00

 

1,370,733

 

 

1,370,733

 

 

 

 

 

 

 

O-E

 

BANCO MACRO

 

ARS

 

Monthly

 

27.00

 

27.00

 

4,242,749

 

 

4,242,749

 

 

 

 

 

 

 

O-E

 

BANCO GALICIA

 

ARS

 

Monthly

 

27.50

 

27.50

 

34,241,844

 

 

34,241,844

 

 

 

 

 

 

 

O-E

 

BANCO COMAFI

 

ARS

 

Monthly

 

27.20

 

27.20

 

4,381,164

 

 

4,381,164

 

 

 

 

 

 

 

O-E

 

BANCO FRANCES

 

ARS

 

Monthly

 

27.00

 

27.00

 

4,080,318

 

 

4,080,318

 

 

 

 

 

 

 

O-E

 

BANCO ITAU

 

ARS

 

Monthly

 

27.00

 

27.00

 

10,514,698

 

 

10,514,698

 

 

 

 

 

 

 

O-E

 

BANCO CIUDAD

 

ARS

 

Monthly

 

27.50

 

27.50

 

7,230,799

 

 

7,230,799

 

 

 

 

 

Colombia

 

O-E

 

HELM BANK

 

COP

 

Semiannual

 

2.16

 

2.16

 

814,788

 

560,463

 

1,375,251

 

 

 

 

 

 

 

O-E

 

BANCO COLPATRIA

 

COP

 

At maturity

 

11.14

 

11.14

 

24,187

 

8,282

 

32,469

 

 

 

 

 

 

 

O-E

 

BANCO COLPATRIA

 

COP

 

At maturity

 

11.14

 

11.14

 

818

 

 

818

 

 

 

 

 

Brasil

 

O-E

 

BANK OF AMERICA

 

USD

 

At maturity

 

14.74

 

14.74

 

10,125,443

 

30,376,328

 

40,501,771

 

 

 

 

 

 

 

O-E

 

BRADESCO

 

REAL

 

At maturity

 

15.33

 

15.33

 

9,690,557

 

 

9,690,557

 

 

 

 

 

 

 

O-E

 

HSBC

 

USD

 

At maturity

 

15.85

 

15.85

 

2,207,885

 

6,623,654

 

8,831,539

 

 

 

 

 

 

 

O-E

 

SAFRA

 

REAL

 

At maturity

 

16.47

 

16.47

 

185,165

 

 

185,165

 

 

 

 

 

 

 

O-E

 

SANTANDER

 

REAL

 

At maturity

 

10.40

 

10.40

 

17,101

 

51,302

 

68,403

 

128,407

 

 

 

128,407

 

 

 

O-E

 

SANTANDER

 

REAL

 

At maturity

 

13.00

 

13.00

 

4,900

 

14,698

 

19,598

 

36,688

 

 

 

36,688

 

 

 

O-E

 

BANCO DO NORDESTE

 

REAL

 

Monthly

 

8.50

 

8.50

 

81,024

 

243,071

 

324,095

 

343,786

 

 

 

343,786

 

 

 

O-E

 

ITAÚ

 

USD

 

At maturity

 

16.10

 

16.10

 

16,400,001

 

 

16,400,001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

 

 

 

 

 

 

 

 

129,051,616

 

86,341,801

 

215,393,417

 

174,418,501

 

31,880,836

 

 

206,299,337

 

 

F-99



Table of Contents

 

At December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

Effective

 

 

 

Expiration

 

Total

 

Expiration

 

Total non-

 

Segment

 

ID

 

Creditor name

 

Currency

 

Amortization
type

 

interest
rate

 

Nominal
rate

 

Up to 90
days

 

90 days to
1 year

 

Current at
12/31/2015

 

1 to 3 year

 

3 to 5 years

 

5 or more
years

 

current at
12/31/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chile

 

97.004.000-5

 

BANCO DE CHILE S.A.

 

USD

 

Monthly

 

0.99

 

0.99

 

6,743,357

 

 

6,743,357

 

 

 

 

 

 

 

97.015.000-5

 

BANCO SANTANDER CHILE S.A.

 

USD

 

Monthly

 

1.03

 

1.03

 

4,229,146

 

 

4,229,146

 

 

 

 

 

 

 

97.015.000-5

 

BANCO SANTANDER CHILE S.A.

 

Ch$

 

At maturity

 

6.59

 

6.28

 

802,444

 

 

802,444

 

 

49,828,795

 

 

49,828,795

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

Ch$

 

Semiannual

 

4.08

 

4.06

 

648,459

 

 

648,459

 

6,963,939

 

19,150,834

 

8,569,268

 

34,684,041

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

USD

 

Monthly

 

0.72

 

0.72

 

4,624,742

 

 

4,624,742

 

 

 

 

 

 

 

97.032.000-8

 

BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.

 

Ch$

 

Monthly

 

0.28

 

0.28

 

6,440,470

 

 

6,440,470

 

 

 

 

 

 

 

97.030.000-6

 

BANCO DEL ESTADO DE CHILE S.A.

 

Ch$

 

Monthly

 

0.28

 

0.28

 

27,374,842

 

 

27,374,842

 

 

 

 

 

 

 

97.030.000-6

 

BANCO DEL ESTADO DE CHILE S.A.

 

Ch$

 

At maturity

 

5.59

 

5.08

 

11,219

 

 

11,219

 

 

39,342,179

 

 

39,342,179

 

 

 

O-E

 

BANCO SCOTIABANK

 

USD

 

Semiannual

 

2.19

 

1.90

 

 

23,849,679

 

23,849,679

 

23,551,667

 

 

 

23,551,667

 

 

 

O-E

 

BANCO RABOBANK CURACAO N.V.

 

USD

 

Annual

 

4.16

 

3.86

 

 

7,366,756

 

7,366,756

 

21,617,519

 

 

 

21,617,519

 

 

 

O-E

 

BANCO RABOBANK CURACAO N.V.

 

USD

 

At maturity

 

2.20

 

2.00

 

197,460

 

 

197,460

 

 

35,303,000

 

 

35,303,000

 

 

 

O-E

 

BANCO MIZUHO

 

USD

 

Semiannual

 

2.17

 

1.80

 

178,917

 

5,918,000

 

6,096,917

 

23,672,000

 

5,674,366

 

 

29,346,366

 

 

 

O-E

 

BANCO SUMITOMO

 

USD

 

Semiannual

 

2.15

 

1.80

 

 

173,643

 

173,643

 

28,406,400

 

6,852,114

 

 

35,258,514

 

Argentina

 

O-E

 

BANCO FRANCES

 

ARS

 

Monthly

 

31.50

 

31.50

 

651

 

 

651

 

 

 

 

 

 

 

O-E

 

BANCO IFC

 

USD

 

Monthly

 

1.93

 

1.93

 

2,775,705

 

2,719,529

 

5,495,234

 

 

 

 

 

 

 

O-E

 

BANCO GALICIA

 

ARS

 

Monthly

 

30.00

 

30.00

 

8,267,250

 

 

8,267,250

 

 

 

 

 

 

 

O-E

 

BANCO FRANCES

 

ARS

 

Monthly

 

31.50

 

31.50

 

3,558,750

 

 

3,558,750

 

 

 

 

 

 

 

O-E

 

BANCO CIUDAD

 

ARS

 

Monthly

 

31.00

 

31.00

 

7,493,863

 

 

7,493,863

 

 

 

 

 

Colombia

 

O-E

 

HELM BANK

 

COP

 

Semiannual

 

5.96

 

5.96

 

 

741,354

 

741,354

 

 

 

 

 

 

 

O-E

 

BANCO COLPATRIA

 

COP

 

At maturity

 

6.12

 

6.12

 

230,064

 

 

230,064

 

 

 

 

 

Brasil

 

O-E

 

HSBC

 

BRL

 

At maturity

 

15.97

 

15.97

 

13,437,189

 

40,311,568

 

53,748,757

 

 

 

 

 

 

 

O-E

 

HSBC

 

BRL

 

At maturity

 

15.85

 

15.85

 

2,098,401

 

6,295,220

 

8,393,621

 

 

 

 

 

 

 

O-E

 

SAFRA

 

BRL

 

At maturity

 

16.08

 

16.08

 

2,247,209

 

6,741,627

 

8,988,836

 

 

 

 

 

 

 

O-E

 

SANTANDER

 

BRL

 

At maturity

 

9.40

 

9.40

 

318

 

954

 

1,272

 

125,150

 

51,703

 

 

176,853

 

 

 

O-E

 

SANTANDER

 

BRL

 

At maturity

 

12.00

 

12.00

 

104

 

311

 

415

 

35,757

 

11,919

 

 

47,676

 

 

 

O-E

 

SANTANDER

 

BRL

 

At maturity

 

17.61

 

17.61

 

8,068,069

 

 

8,068,069

 

 

 

 

 

 

 

O-E

 

BANCO DO NORDESTE

 

BRL

 

Monthly

 

8.50

 

8.50

 

68,675

 

205,959

 

274,634

 

576,489

 

 

 

576,489

 

Perú

 

O-E

 

SANTANDER

 

PEN

 

At maturity

 

5.50

 

5.50

 

58

 

 

58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

 

 

 

 

 

 

 

 

99,497,362

 

94,324,600

 

193,821,962

 

104,948,921

 

156,214,910

 

8,569,268

 

269,733,099

 

 

F-100



Table of Contents

 

17.3                         Bond debt

 

17.3.1     Long Terms Bonds—Short term portion as of December 31, 2016 and December 31, 2015.

 

 

 

 

 

 

 

Restatement

 

 

 

Effective

 

 

 

Periodicity

 

Accounting value

 

 

 

Inscription
number or ID

 

Series

 

Current
nominal
amount placed

 

unit
of the
bond

 

Interest
rate
%

 

interest
rate
%

 

Maturity

 

Principal
installment

 

Amortization
type

 

12/31/2016

 

12/31/2015

 

Placement
in Chile
or abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

 

 

268

 

BJUMB - B1

 

306,597

 

UF

 

6.5

 

6.9

 

01/09/2026

 

Semiannual

 

Semiannual

 

676,894

 

622,999

 

Local

 

268

 

BJUMB - B2

 

1,532,986

 

UF

 

6.5

 

6.9

 

01/09/2026

 

Semiannual

 

Semiannual

 

3,429,525

 

3,159,513

 

Local

 

530

 

BCENC - E

 

2,000,000

 

UF

 

3.5

 

4.1

 

07/05/2018

 

Semiannual

 

At Maturity

 

316,292

 

294,596

 

Local

 

530

 

BCENC - F

 

4,500,000

 

UF

 

4.0

 

4.3

 

07/05/2028

 

Semiannual

 

At Maturity

 

727,763

 

680,487

 

Local

 

551

 

BCENC - J

 

3,000,000

 

UF

 

5.7

 

5.7

 

15/10/2029

 

Semiannual

 

Semiannual

 

937,381

 

911,732

 

Local

 

551

 

BCENC - N

 

4,500,000

 

UF

 

4.7

 

5.0

 

28/05/2030

 

Semiannual

 

Semiannual

 

513,793

 

468,866

 

Local

 

551

 

BCENC - O

 

54,000,000

 

Ch$

 

7.0

 

7.7

 

01/06/2031

 

Semiannual

 

At Maturity

 

315,330

 

314,592

 

Local

 

816

 

BCENC-P

 

52,000,000

 

UF

 

4.7

 

5.4

 

07/11/2022

 

Semiannual

 

Semiannual

 

400,352

 

 

Local

 

816

 

BCENC-R

 

5,000,000

 

UF

 

2.7

 

3.4

 

07/11/2041

 

Semiannual

 

At Maturity

 

582,946

 

 

Local

 

N/A

 

ÚNICA - A

 

280,000,000

 

S

 

7.2

 

7.5

 

05/05/2018

 

Semiannual

 

At Maturity

 

607,145

 

655,479

 

Foreign

 

N/A

 

ÚNICA - A

 

130,000,000

 

S

 

7.6

 

7.8

 

12/08/2017

 

Semiannual

 

At Maturity

 

26,714,720

 

796,368

 

Foreign

 

N/A

 

ÚNICA - A

 

750,000,000

 

USD

 

5.5

 

5.5

 

20/01/2021

 

Semiannual

 

At Maturity

 

12,408,383

 

13,160,638

 

Foreign

 

N/A

 

ÚNICA - A

 

1,200,000,000

 

USD

 

4.9

 

5.2

 

20/01/2023

 

Semiannual

 

At Maturity

 

18,661,682

 

19,522,865

 

Foreign

 

N/A

 

ÚNICA - A

 

650,000,000

 

USD

 

5.2

 

5.3

 

12/02/2025

 

Semiannual

 

At Maturity

 

8,822,680

 

9,348,654

 

Foreign

 

N/A

 

ÚNICA - A

 

350,000,000

 

USD

 

6.6

 

6.7

 

12/02/2045

 

Semiannual

 

At Maturity

 

6,003,148

 

6,366,467

 

Foreign

 

N/A

 

MAS CUOTAS SERIE I VDFC

 

333,944

 

Arg$

 

28.0

 

28.0

 

01/02/2016

 

Monthly

 

Monthly

 

 

103,348

 

Foreign

 

N/A

 

MAS CUOTAS SERIE I CP

 

387,126

 

Arg$

 

28.0

 

28.0

 

01/07/2015

 

Monthly

 

Monthly

 

 

387,126

 

Foreign

 

N/A

 

MAS CUOTAS SERIE II VDFA

 

10,062,114

 

Arg$

 

26.0

 

26.0

 

01/04/2016

 

Monthly

 

Monthly

 

 

2,523,193

 

Foreign

 

N/A

 

MAS CUOTAS SERIE II

 

1,134,797

 

Arg$

 

28.0

 

28.0

 

01/04/2016

 

Monthly

 

Monthly

 

 

1,283,706

 

Foreign

 

N/A

 

MAS CUOTAS SERIE II VDFB

 

679,415

 

Arg$

 

32.3

 

32.3

 

01/11/2016

 

Monthly

 

Monthly

 

 

832,678

 

Foreign

 

N/A

 

MAS CUOTAS SERIE II VDFC

 

58,430

 

Arg$

 

34.0

 

34.0

 

01/11/2016

 

Monthly

 

Monthly

 

 

55,207

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE IV VDF A

 

77,419

 

Arg$

 

31.3

 

31.3

 

01/03/2017

 

Monthly

 

Monthly

 

3,273,274

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE IV VDF B

 

23,203

 

Arg$

 

33.8

 

33.8

 

01/04/2017

 

Monthly

 

Monthly

 

981,005

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE IV VDF C

 

1,934

 

Arg$

 

30.9

 

30.9

 

01/05/2017

 

Monthly

 

Monthly

 

81,750

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE IV

 

23,670

 

Arg$

 

0.0

 

0.0

 

01/02/2018

 

Monthly

 

Monthly

 

1,000,483

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE V VDF A

 

223,114

 

Arg$

 

28.9

 

28.9

 

15/06/2017

 

Monthly

 

Monthly

 

9,433,264

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE V VDF B

 

23,043

 

Arg$

 

29.9

 

29.9

 

15/07/2017

 

Monthly

 

Monthly

 

974,237

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE V VDF C

 

2,294

 

Arg$

 

27.6

 

27.6

 

15/07/2017

 

Monthly

 

Monthly

 

96,993

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE V

 

58,482

 

Arg$

 

0.0

 

0.0

 

28/05/2018

 

Monthly

 

Monthly

 

2,470,932

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE VI VDF A

 

526,228

 

Arg$

 

26.8

 

26.8

 

15/08/2017

 

Monthly

 

Monthly

 

22,248,928

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE VI VDF B

 

34,113

 

Arg$

 

28.1

 

28.1

 

15/08/2017

 

Monthly

 

Monthly

 

1,442,280

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE VI VDF C

 

3,396

 

Arg$

 

24.7

 

24.7

 

15/08/2017

 

Monthly

 

Monthly

 

143,590

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE VI

 

118,119

 

Arg$

 

0.0

 

0.0

 

30/09/2018

 

Monthly

 

Monthly

 

4,265,514

 

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short—term  portion

 

 

 

 

 

 

 

 

 

 

 

 

 

127,530,284

 

61,488,514

 

 

 

 

F-101



Table of Contents

 

17.3.2               Bond long term

 

As of December 31, 2016 and December 31, 2015.

 

 

 

 

 

Current

 

 

 

 

 

Effective

 

 

 

Periodicity

 

Accounting value

 

 

 

Inscription
number or ID

 

Series

 

nominal
amount
placed

 

Restatement
unit of the
bond

 

Interest
rate
%

 

interest
rate
%

 

Maturity

 

Principal
installment

 

Amortization
type

 

12/31/2016

 

12/31/2015

 

Placement
in Chile
or abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

 

 

268

 

BJUMB - B1

 

306,597

 

UF

 

6.5

 

6.9

 

01/09/2026

 

Semiannual

 

Semiannual

 

7,572,160

 

7,857,807

 

Local

 

268

 

BJUMB - B2

 

1,532,986

 

UF

 

6.5

 

6.9

 

01/09/2026

 

Semiannual

 

Semiannual

 

36,972,945

 

38,291,796

 

Local

 

530

 

BCENC - E

 

2,000,000

 

UF

 

3.5

 

4.1

 

07/05/2018

 

Semiannual

 

At Maturity

 

52,231,106

 

50,519,499

 

Local

 

530

 

BCENC - F

 

4,500,000

 

UF

 

4.0

 

4.3

 

07/05/2028

 

Semiannual

 

At Maturity

 

115,257,083

 

111,914,897

 

Local

 

551

 

BCENC - J

 

3,000,000

 

UF

 

5.7

 

5.7

 

15/10/2029

 

Semiannual

 

Semiannual

 

79,009,401

 

76,853,673

 

Local

 

551

 

BCENC - N

 

4,500,000

 

UF

 

4.7

 

5.0

 

28/05/2030

 

Semiannual

 

Semiannual

 

115,830,727

 

112,670,350

 

Local

 

551

 

BCENC - O

 

54,000,000

 

CH$

 

7.0

 

7.7

 

01/06/2031

 

Semiannual

 

At Maturity

 

50,873,893

 

50,749,637

 

Local

 

816

 

BCENC-P

 

52,000,000

 

CH$

 

4.7

 

5.4

 

07/11/2022

 

Semiannual

 

Semiannual

 

50,266,600

 

 

Local

 

816

 

BCENC-R

 

5,000,000

 

UF

 

2.7

 

3.4

 

07/11/2041

 

Semiannual

 

At Maturity

 

115,790,192

 

 

Local

 

N/A

 

ÚNICA - A

 

280,000,000

 

SOLES

 

7.2

 

7.5

 

05/05/2018

 

Semiannual

 

At Maturity

 

55,797,704

 

58,070,977

 

Foreign

 

N/A

 

ÚNICA - A

 

130,000,000

 

SOLES

 

7.6

 

7.8

 

12/08/2017

 

Semiannual

 

At Maturity

 

 

27,060,400

 

Foreign

 

N/A

 

ÚNICA - A

 

750,000,000

 

USD

 

5.5

 

5.5

 

20/01/2021

 

Semiannual

 

At Maturity

 

504,394,448

 

536,157,982

 

Foreign

 

N/A

 

ÚNICA - A

 

1,200,000,000

 

USD

 

4.9

 

5.2

 

20/01/2023

 

Semiannual

 

At Maturity

 

771,685,964

 

814,653,208

 

Foreign

 

N/A

 

ÚNICA - A

 

650,000,000

 

USD

 

5.2

 

5.3

 

12/02/2025

 

Semiannual

 

At Maturity

 

430,388,334

 

456,046,424

 

Foreign

 

N/A

 

ÚNICA - A

 

350,000,000

 

USD

 

6.6

 

6.7

 

12/02/2045

 

Semiannual

 

At Maturity

 

232,074,329

 

246,119,787

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE IV

 

23,670

 

ARG$

 

0.0

 

0.0

 

01/02/2018

 

Monthly

 

Monthly

 

285

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE V

 

58,482

 

ARG$

 

0.0

 

0.0

 

28/05/2018

 

Monthly

 

Monthly

 

1,679

 

 

Foreign

 

N/A

 

FF MAS CUOTAS SERIE VI

 

118,119

 

ARG$

 

0.0

 

0.0

 

30/09/2018

 

Monthly

 

Monthly

 

728,557

 

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Long—Term portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,618,875,407

 

2,586,966,437

 

 

 

 

F-102



Table of Contents

 

17.4                         Other Financial Liabilities—Derivatives—Options

 

The detail as of December 31, 2016 and December 31, 2015 is as follows:

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Liability

 

Periodicity

 

Total
Current and Non-Current

 

ID

 

Institution Name

 

Asset Position
(In  Thousands)

 

currency

 

Interest
rate
%

 

Liability
Position (In
Thousands)

 

Currency

 

Interest
Rate
%

 

Due date

 

Interest payment

 

Principal
Installment

 

December 31,
2015 (ThCh$)

 

December 31,
2014 (ThCh$)

 

Placement in
Chile or
abroad

 

O-E

 

Banco BBVA

 

1,226

 

USD

 

2.07

 

2,059

 

USD

 

3.49

 

15/08/2016

 

Semiannual

 

NA

 

 

31,197

 

Foreign

 

O-E

 

Banco Santander

 

1,301

 

USD

 

2.07

 

2,062

 

USD

 

3.41

 

15/08/2016

 

Semiannual

 

NA

 

 

26,832

 

Foreign

 

O-E

 

Banco HSBC

 

13,000

 

USD

 

15.85

 

42,068

 

Real

 

2.94

 

04/04/2017

 

Monthly

 

At Maturity

 

263,247

 

 

Foreign

 

O-E

 

Banco Itaú

 

24,012

 

USD

 

16.10

 

24,012

 

Real

 

3.81

 

09/01/2017

 

Monthly

 

At Maturity

 

1,404,461

 

 

Foreign

 

O-E

 

Banco Bank Of América

 

60,000

 

USD

 

14.74

 

202,500

 

Real

 

2.39

 

21/12/2017

 

Monthly

 

At Maturity

 

1,410,834

 

 

Foreign

 

O-E

 

Merrill Lynch

 

280,000

 

SOL

 

7.19

 

2,257

 

U.F.

 

3.67

 

05/05/2018

 

Semiannual

 

At Maturity

 

4,147,846

 

1,088,321

 

Foreign

 

97.008.000-7

 

Banco Scotiabank

 

100,000

 

USD

 

7.77

 

67,845,674

 

Ch$

 

5.15

 

12/02/2025

 

Semiannual

 

At Maturity

 

6,251,287

 

 

Local

 

97.004.000-5

 

Banco Chile

 

50,000

 

USD

 

7.87

 

33,724,325

 

Ch$

 

5.15

 

12/02/2025

 

Semiannual

 

At Maturity

 

3,115,195

 

 

Local

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

16,592,870

 

1,146,350

 

 

 

 

F-103



Table of Contents

 

17.5                         Other loans—leases

 

The detail of the leasing agreement as of December 31, 2016 and 2015 is as follows;

 

December 2016

 

 

 

 

 

 

 

Current Expiration

 

Non-Current Expiration

 

Debtor

 

ID

 

Creditor
Name

 

Currency

 

Amortization
type

 

Up to 90 days
ThCh$

 

Between 90
days and  one
year
ThCh$

 

TOTAL
Current
as of
December 31,
2016
ThCh$

 

1 to 3 years
ThCh$

 

3 to 5 years
ThCh$

 

5 or more
years
ThCh$

 

Total non-
Current as of
December 31,
2016
ThCh$

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A.

 

Ch$

 

Monthly

 

57,491

 

165,105

 

222,596

 

774,626

 

593,232

 

745,638

 

2,113,496

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A.

 

Ch$

 

Monthly

 

53,653

 

165,219

 

218,872

 

729,414

 

553,635

 

695,868

 

1,978,917

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A.

 

Ch$

 

Monthly

 

29,418

 

90,589

 

120,007

 

399,936

 

303,557

 

381,543

 

1,085,036

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA EDIFICIO PANORAMICO LTDA

 

Ch$

 

Monthly

 

11,663

 

35,576

 

47,239

 

106,745

 

122,792

 

488,047

 

717,584

 

Cencosud Retail S.A.

 

81201000-K

 

CENTRO ESPAÑOL DE TEMUCO

 

UF

 

Monthly

 

6,448

 

19,779

 

26,227

 

59,466

 

68,696

 

180,750

 

308,912

 

Cencosud Retail S.A.

 

81201000-K

 

BANCO CHILE - LEASING

 

UF

 

Semiannual

 

 

875,202

 

875,202

 

1,882,289

 

 

 

1,882,289

 

Cencosud Retail S.A.

 

81201000-K

 

BANCO BICE - LEASING

 

UF

 

Semiannual

 

 

545,478

 

545,478

 

657,599

 

 

 

657,599

 

Cencosud Retail S.A.

 

81201000K

 

BANCO SANTANDER CHILE S.A. - LEASING

 

UF

 

Semiannual

 

 

140,231

 

140,231

 

163,321

 

 

 

163,321

 

Cencosud Retail S.A.

 

81201000-K

 

INVERSIONES OLYMPUS LTDA.

 

UF

 

Monthly

 

829

 

2,489

 

3,318

 

9,956

 

16,593

 

337,294

 

363,843

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA RECOLETA LTDA.

 

UF

 

Monthly

 

813

 

2,443

 

3,256

 

9,770

 

16,284

 

558,067

 

584,121

 

Cencosud Retail S.A.

 

81201000-K

 

INVERSIONES PUNTA BLANCA LTDA.

 

UF

 

Monthly

 

163

 

488

 

651

 

1,954

 

3,256

 

397,395

 

402,605

 

Cencosud Retail S.A.

 

81201000-K

 

EMPRESAS PROULX CHILE II S.A.

 

UF

 

Monthly

 

547

 

1,641

 

2,188

 

6,562

 

10,937

 

612,055

 

629,554

 

Cencosud Retail S.A.

 

81201000-K

 

INERSA S.A.

 

UF

 

Monthly

 

979

 

2,943

 

3,922

 

11,771

 

19,618

 

476,921

 

508,310

 

Cencosud Retail S.A.

 

81201000K

 

RVC RENTAS S.A.

 

UF

 

Monthly

 

576

 

1,732

 

2,308

 

6,927

 

11,545

 

363,650

 

382,122

 

Cencosud Retail S.A.

 

81201000-K

 

SEGUROS DE VIDA CRUZ DEL SUR S.A.

 

UF

 

Monthly

 

307

 

920

 

1,227

 

3,683

 

6,137

 

1,031,169

 

1,040,989

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA MALL VIÑA DEL MAR S.A.

 

UF

 

Monthly

 

206

 

618

 

824

 

2,470

 

4,117

 

982,044

 

988,631

 

Cencosud Retail S.A.

 

81201000-K

 

EMPRESAS PROULX CHILE II S.A.

 

UF

 

Monthly

 

532

 

1,596

 

2,128

 

6,386

 

10,643

 

549,709

 

566,738

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA TIERRA SANTA

 

UF

 

Monthly

 

578

 

1,736

 

2,314

 

6,946

 

11,576

 

256,637

 

275,159

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA GR CHAMISERO I S.A.

 

UF

 

Monthly

 

331

 

993

 

1,324

 

3,971

 

6,618

 

1,210,316

 

1,220,905

 

Grandes Superficies de Colombia S.A.

 

830025638

 

CENTRO COMERCIAL BULEVAR NIZA

 

COP

 

Monthly

 

19,418

 

60,007

 

79,425

 

173,657

 

195,453

 

1,041,083

 

1,410,193

 

Grandes Superficies de Colombia S.A.

 

830025638

 

FCP INVERLINK

 

COP

 

Monthly

 

34,370

 

106,210

 

140,580

 

307,365

 

345,941

 

1,299,082

 

1,952,388

 

Grandes Superficies de Colombia S.A.

 

830025638

 

COMERCIALIZADORA DE COLECCIONES S.A.

 

COP

 

Monthly

 

72,694

 

200,830

 

273,524

 

 

 

 

 

Grandes Superficies de Colombia S.A.

 

830025638

 

SOISAN S.A.

 

COP

 

Monthly

 

252

 

800

 

1,052

 

2,486

 

3,106

 

18,339

 

23,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

291,268

 

2,422,625

 

2,713,893

 

5,327,300

 

2,303,736

 

11,625,607

 

19,256,643

 

 

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December 2015

 

 

 

 

 

 

 

Current Expiration

 

Non-Current Expiration

 

 

 

ID

 

Creditor
Name

 

Currency

 

Amortization
type

 

Up to 90 days
ThCh$

 

Between 90
days and  one
year
ThCh$

 

TOTAL
Current
as of
December 31,
2015
ThCh$

 

1 to 3 years
ThCh$

 

3 to 5 years
ThCh$

 

5 or more
years
ThCh$

 

Total non-
Current as of
December 31,
2015
ThCh$

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .

 

Ch$

 

Monthly

 

56,603

 

169,808

 

226,411

 

1,029,423

 

1,029,423

 

2,187,546

 

4,246,392

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .

 

Ch$

 

Monthly

 

31,730

 

95,190

 

126,920

 

577,069

 

577,069

 

1,226,285

 

2,380,423

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .

 

Ch$

 

Monthly

 

6,219

 

18,658

 

24,877

 

113,111

 

113,111

 

240,363

 

466,585

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .

 

Ch$

 

Monthly

 

13,778

 

41,334

 

55,112

 

250,576

 

250,576

 

532,480

 

1,033,632

 

Cencosud Shopping Centers S.A.

 

94226000-8

 

CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .

 

Ch$

 

Monthly

 

16,236

 

48,709

 

64,945

 

295,286

 

295,286

 

627,490

 

1,218,062

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA EDIFICIO PANORÁMICO LTDA

 

Ch$

 

Monthly

 

10,319

 

31,890

 

42,209

 

95,769

 

112,434

 

538,211

 

746,414

 

Cencosud Retail S.A.

 

81201000-K

 

CENTRO ESPAÑOL DE TEMUCO

 

UF

 

Monthly

 

5,707

 

17,692

 

23,399

 

53,232

 

62,795

 

211,382

 

327,409

 

Cencosud Retail S.A.

 

81201000-K

 

BANCO CHILE — LEASING

 

UF

 

Semiannual

 

 

1,448,359

 

1,448,359

 

3,012,203

 

 

 

3,012,203

 

Cencosud Retail S.A.

 

81201000-K

 

BANCO BICE — LEASING

 

UF

 

Semiannual

 

 

592,666

 

592,666

 

1,007,470

 

 

 

1,007,470

 

Cencosud Retail S.A.

 

81201000K

 

BANCO SANTANDER CHILE S.A. - LEASING

 

UF

 

Semiannual

 

 

143,571

 

143,571

 

243,486

 

 

 

243,486

 

Cencosud Retail S.A.

 

81201000-K

 

INVERSIONES OLYMPUS LTDA.

 

UF

 

Monthly

 

835

 

2,505

 

3,340

 

10,020

 

16,700

 

330,542

 

357,262

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA RECOLETA LTDA.

 

UF

 

Monthly

 

813

 

2,437

 

3,250

 

9,751

 

16,250

 

545,286

 

571,287

 

Cencosud Retail S.A.

 

81201000-K

 

INVERSIONES PUNTA BLANCA LTDA.

 

UF

 

Monthly

 

163

 

487

 

650

 

1,951

 

3,250

 

386,811

 

392,012

 

Cencosud Retail S.A.

 

81201000-K

 

EMPRESAS PROULX CHILE II S.A.

 

UF

 

Monthly

 

546

 

1,636

 

2,182

 

6,547

 

10,915

 

596,806

 

614,268

 

Cencosud Retail S.A.

 

81201000-K

 

INERSA S.A.

 

UF

 

Monthly

 

979

 

2,936

 

3,915

 

11,745

 

19,580

 

467,007

 

498,332

 

Cencosud Retail S.A.

 

81201000K

 

RVC RENTAS S.A.

 

UF

 

Monthly

 

576

 

1,728

 

2,304

 

6,913

 

11,520

 

355,489

 

373,922

 

Cencosud Retail S.A.

 

81201000-K

 

SEGUROS DE VIDA CRUZ DEL SUR S.A.

 

UF

 

Monthly

 

249

 

746

 

995

 

2,982

 

4,970

 

1,007,154

 

1,015,106

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA MALL VIÑA DEL MAR S.A.

 

UF

 

Monthly

 

148

 

443

 

591

 

1,773

 

2,955

 

959,049

 

963,777

 

Cencosud Retail S.A.

 

81201000-K

 

EMPRESAS PROULX CHILE II S.A.

 

UF

 

Monthly

 

531

 

1,593

 

2,124

 

6,373

 

10,620

 

536,162

 

553,155

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA TIERRA SANTA

 

UF

 

Monthly

 

578

 

1,733

 

2,311

 

6,934

 

11,555

 

251,480

 

269,969

 

Cencosud Retail S.A.

 

81201000-K

 

INMOBILIARIA GR CHAMISERO I S.A.

 

UF

 

Monthly

 

282

 

847

 

1,129

 

3,387

 

5,645

 

1,178,133

 

1,187,165

 

Grandes Superficies de Colombia S.A.

 

830025638

 

CENTRO COMERCIAL BULEVAR NIZA

 

COP

 

Monthly

 

18,304

 

56,562

 

74,866

 

163,688

 

184,233

 

1,146,682

 

1,494,603

 

Grandes Superficies de Colombia S.A.

 

830025638

 

FCP INVERLINK

 

COP

 

Monthly

 

32,397

 

100,113

 

132,510

 

289,721

 

326,083

 

1,477,164

 

2,092,968

 

Grandes Superficies de Colombia S.A.

 

830025638

 

COMERCIALIZADORA DE COLECCIONES S.A.

 

COP

 

Monthly

 

11,127

 

34,385

 

45,512

 

99,506

 

111,995

 

4,222,114

 

4,433,615

 

Grandes Superficies de Colombia S.A.

 

830025638

 

SOISAN S.A.

 

COP

 

Monthly

 

225

 

715

 

940

 

2,226

 

2,779

 

19,978

 

24,983

 

 

 

 

 

 

 

 

 

Total

 

208,345

 

2,816,743

 

3,025,088

 

7,301,142

 

3,179,744

 

19,043,614

 

29,524,500

 

 

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17.6                        Restrictions.

 

1.              As established in the agreement to issue bonds of Cencosud S.A. dated July 5, 2001 and by virtue of which two series (Series A and Series B) were issued, of which only Series B (tranche B1 and B2) remains in effect, the Company, hereinafter the Issuer, has the following indebtedness limits or management restrictions, among others:

 

a)                      Comply with the laws, regulations and other legal provisions applicable to it;

 

b)                      Establish and maintain adequate accounting systems based on generally accepted accounting principles in Chile, as well as hire and maintain an independent external auditing firm of recognized local or international prestige to examine and analyze the Financial Statements and issue an opinion on the statements as of December 31 of each year. Likewise, in accordance with current standards and as long as they are in effect, the Issuer shall hire and maintain, continuously and without interruption, two risk rating agencies registered with the SVS for the life of the bond issuance. These risk rating agencies may be replaced to the extent that the Issuer complies with the obligation of maintaining two of them, continuously and without interruption, for the life of the bond issuance. Nevertheless, it is expressly agreed that: (i) in the event that by SVS provision the currently valid accounting standards were modified, replacing IFRS, and that change were to affect one or more of the restrictions contained in the Ninth clause and/or the definitions in the First clause related to the aforementioned Ninth clause of the Agreement, or (ii) if the valuation criteria established for the accounting entries in the current Financial Statements were modified by the competent entity authorized to issue accounting standards, the Issuer shall, within fifteen Working Days of the new provisions having been reflected for the first time in its Financial Statements, present these changes to the Bondholders’ Representative. The Issuer, within twenty Working Days of the new provisions having been reflected for the first time in its Financial Statements, shall request that its external auditors proceed to adapt the obligations indicated in the Ninth clause and/or the definitions contained in the First clause that are related to the aforementioned Ninth clause of the Agreement based on the new accounting situation within twenty Working Days after the date of request. The Issuer and the Bondholders’ Representative shall modify the Agreement in order to adjust it as determined by the auditors within ten Working Days of the auditors having issued their report, and the Issuer shall file with the SVS the request for this modification of the Agreement, together with the respective documentation. The aforementioned procedure shall be considered prior to the date on which the Financial Statements must be filed with the SVS by the Issuer, for the reporting period following that in which the new provisions have been reflected for the first time in its Financial Statements. For this, prior consent from the bondholders’ association shall not be necessary. Notwithstanding, the Bondholders’ Representative shall inform the Bondholders of the modifications to the Agreement by publishing a notice in the newspaper La Nacion (print or digital version) and in the event this publication is suspended or no longer exists, in the Official Gazette, which shall take place within twenty Working Days following the date the respective deed modifying the Agreement is granted. In the cases mentioned above, and until the Agreement has been modified in accordance with the aforementioned procedure, the Issuer shall not be considered to have breached the Agreement when as a result exclusively of these modifications, the Issuer fails to comply with one or more restrictions contained in the Ninth clause of the Agreement and/or the definitions contained in the First clause that are related to the aforementioned Ninth clause. Once the Agreement has been modified as stated above, the Issuer shall comply with the agreed-upon modifications to reflect its new accounting situation. Record is left that the procedure contained in this provision is intended to protect the changes produced exclusively by provisions on accounting matters and in no case those produced by variations in market conditions that affect the Issuer. All expenses resulting from the above shall be borne by the Issuer. Likewise, the Issuer shall hire and maintain, continuously and without interruption, two risk rating agencies registered with the SVS for the life of the bonds;

 

c)                       Send a copy of its quarterly and annual Financial Statements to the Bondholders’ Representative within the same period of time in which it must be filed with the SVS;

 

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d)                      Notify the Bondholders’ Representative of notices for ordinary and extraordinary shareholders’ meetings no later than the day of publication of the last notice for shareholders;

 

e)                       Notify the Bondholders’ Representative of all material events that are not considered reserved or any infraction of the Issuer’s obligations under the agreement as soon as the event or infraction occurs or comes to its knowledge, within the same period of time in which it must notify the SVS. The document that fulfills this obligation must be signed by the Issuer’s Chief Executive Officer or by his replacement and must be sent with a return receipt or by certified mail;

 

f)                        Maintain, during the life of this Agreement, its assets free of Restricted Encumbrances that are equivalent, at least, to one point two times the unpaid balance of the principal owed on the Bonds. This obligation shall be verified and measured as of the reporting dates of the Financial Statements. The Issuer shall send information to verify the ratio referred to in this clause to the Bondholders’ Representative upon request. In the event that the Issuer fails to comply with this obligation, it may equally and within a maximum of sixty days from the date of violation, establish guarantees in favor of the Bondholders that are proportionally equal to those granted to third parties other than the Bondholders. For these purposes, assets and debt will be valued at book value. The following shall not be considered for these purposes: encumbrances established for any authority for taxes that are still not owed by the Issuer and are being duly challenged by it; those established in the ordinary course of business of the Issuer that are being duly challenged by it; preferences established by law such as, for example, those mentioned in article two thousand four hundred seventy-two of the Civil Code and articles one hundred five and one hundred six of the Securities Market Law; and all encumbrances to which the Issuer has not consented and that are being duly challenged by it;

 

g)              Not sell or transfer essential assets that represent more than 30 of its total assets and that place in danger the continuity of its business, unless that sale, cession or transfer is to a subsidiary and to the extent that it jointly and severally undertakes to pay the Bonds;

 

h)             Maintain an indebtedness ratio no greater than one point three;

 

i)                 Maintain minimum equity of eleven million, five hundred thousand UF at all times during the life of the bonds;

 

j)                Not make investments in debt instruments issued by related persons or engage in transactions with related persons under conditions that are less favorable than market conditions for the Issuer;

 

k)             Contract and maintain insurance that reasonably protects its operating assets;

 

l)                 Send information on any reduction in its interest in Subsidiaries that results in losing control and stems from a sale, exchange or merger of its interest in them to the Bondholders’ Representative within 30 working days of the event having occurred;

 

m)         Record in its accounting books the provisions that arise from adverse contingencies that, in management’s opinion, should be reflected in the Financial Statements of the Issuer in accordance with IFRS or the standards that replace them and those established by the SVS, as appropriate.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

2.                       As established in the agreement to issue bonds of Cencosud S.A., dated March 13, 2008, and by virtue of which two series (Series E and Series F) were issued, the Company, hereinafter the Issuer, has the following obligations and management restrictions, among others:

 

a)                      Comply with applicable laws, regulations and other legal provisions, particularly those related to the timely and correct payment of taxes, duties and charges;

 

b)                      Establish and maintain adequate accounting systems based on IFRS or those standards that replace IFRS; an independent external auditing firm of recognized prestige to issue an opinion on the financial statements as of December 31 of each year; two risk rating agencies registered with the SVS for the life of the Bonds;

 

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c)                       Send to the Bondholders’ Representative (i) a copy of all information that the Issuer must send the SVS, as long as it is not considered reserved information, including a copy of its quarterly and annual Financial Statements, within the period of time in which it should file such information with the SVS; (ii) information on compliance with the obligations undertaken by virtue of the Agreement within the period of time in which it should file its Financial Statements with the SVS; (iii) copies of the risk rating reports on the issuance no later than five Working Days after receipt of these reports from its private risk rating agencies; (iv) all information regarding any violation of its obligations undertaken by virtue of the Issuance Agreement and any other relevant information requested by the SVS, as soon as the event occurs or comes to its knowledge.

 

d)                      Notify the Bondholders’ Representative of notices for ordinary and extraordinary shareholders’ meetings no later than the day of publication of the last notice for shareholders;

 

e)                       Send the Bondholders’ Representative information on any reduction of its interest in the capital of its Relevant Subsidiaries that are greater than 10 of the capital, as well as any reduction that means losing control of the company once the transaction has taken place;

 

f)                        Not engage in, with related persons, transactions under conditions that are less favorable for the Issuer than prevailing market conditions;

 

g)                       Maintain the following financial ratios based on the Quarterly Financial Statements: (i) An indebtedness level based on the Financial Statements of a ratio of other current financial liabilities and other non-current financial liabilities, less cash and cash equivalents, less other current financial assets, over total equity attributable to the owners of the parent company, no greater than one point two. Liabilities shall include the obligations that the Issuer undertakes as endorser, simple and/or joint guarantor and those in which it responds directly or indirectly for obligations of third parties; and ii) Maintain Total Assets free of all pledges, mortgages or other encumbrances for an amount at least equal to one point two times the Issuer’s Liabilities in conformity with the Financial Statements;

 

h)                      Except by express statement of the Bondholders’ Representative, authorized at an extraordinary meeting of the Bondholders, with votes that represent at least fifty-one percent of the Bonds in circulation, that releases the Issuer from the obligation indicated below, it shall maintain ownership of the brands (i) “Jumbo” and (ii) “París” directly or through its subsidiaries;

 

i)                          Record in its accounting books the provisions that arise from adverse contingencies that, in the Issuer’s opinion, should be reflected in the Issuer’s financial statements;

 

j)                         Maintain insurance that reasonably protects its operating assets and ensure that its subsidiaries meet this condition;

 

k)                      Not grant endorsements or guarantees or establish itself as joint and several co-signers in favor of third parties, except subsidiaries of the Issuer.

 

l)                          Maintain direct or indirect ownership of at least fifty-one percent of Cencosud Supermercados S.A. and forty-nine percent of Cencosud Administradora de Tarjetas S.A., as well as the Companies that eventually control the business areas currently developed by these Companies;

 

m)                  Maintain income from retail sales, mall management, real estate investment and credit assessments, granting and management equivalent to at least sixty-seven percent of the Issuer’s ordinary revenue, based on the Quarterly Financial Statements; and

 

n)                      Inform the Bondholders’ Representative of the effective use of the funds stemming from the Bond placement corresponding to the Line.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

3.                       As established in the Master Issuance Agreement for the Private Offering Program for Corporate Bonds of

 

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Cencosud S.A., dated April 24, 2008, hereinafter “the Program”, entered into in Lima, Peru, and by virtue of which two issuances of the same series (Series A) were carried out, the Company, hereinafter the Issuer, has the following obligations and management restrictions, among others:

 

a)                      Preserve its corporate existence and duly maintain and develop its corporate objective;

 

b)                      Be in full compliance with all tax obligations, whether formalities or payment obligations, except those that have been challenged using procedures set forth by the laws of the applicable jurisdiction;

 

c)                       Maintain on at least a pari passu basis with Bonds issued with respect to payment obligations of other debts or obligations without specific guarantees;

 

d)                      Not make substantial changes in the line of business or its corporate objective that produce a material adverse effect on the Issuer’s financial condition, understanding as such any change that reduces the Program’s risk rating by two (2) or more risk categories below the rating in effect at that time;

 

e)                       A change in control that reduces the Program’s risk rating by two (2) or more risk categories below the rating in effect at that time may not occur;

 

f)                        Not transfer fully or partially, its obligations under the Program Documents;

 

g)                       Maintain indebtedness, based on the consolidated Financial Statements, or the individual financial statements if the Issuer does not consolidate, of a ratio of consolidated financial liabilities, or individual if the Issuer does not consolidate, less Cash, less Time Deposits, less Marketable Securities, less repo agreements and forward contracts classified as other current assets in the Issuer’s consolidated Financial Statements, or the individual financial statements if the Issuer does not consolidate, to Total Equity that does not exceed 1.20. Consolidated financial liabilities, or individual if the Issuer does not consolidate, shall include the obligations that the Issuer undertakes as endorser, simple and/or joint guarantor and those in which it responds directly or indirectly for obligations of third parties. Nevertheless, the liabilities of Banco París shall not be considered for the purpose of calculating this indebtedness; and

 

h)                      The Issuer shall issue each quarter: (i) a report that is a sworn statement indicating that no violation of the obligations established in this clause has occurred; (ii) a report containing the calculation of the ratios referred to in the preceding letter.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

4.                       As established in the agreement to issue bonds of Cencosud S.A., dated September 5, 2008 and modified on October 2, 2008, and by virtue of which the Series J, N and O were issued, the Company, hereinafter the Issuer, has the following obligations or management restrictions:

 

a)                      Comply with applicable laws, regulations and other legal provisions, particularly those related to the timely and correct payment of taxes, duties and charges;

 

b)                      Establish and maintain adequate accounting systems based on IFRS or those standards that replace IFRS; an independent external auditing firm of recognized prestige to issue an opinion on the financial statements as of December 31 of each year; two risk rating agencies registered with the SVS for the life of the Bonds;

 

c)                       Send to the Bondholders’ Representative (i) a copy of all information that the Issuer must send the SVS, as long as it is not considered reserved information, including a copy of its quarterly and annual Financial Statements, within the period of time in which it should file such information with the SVS; (ii) information regarding compliance with the obligations undertaken by virtue of the Agreement within the period of time in which it should file its Financial Statements with the SVS; (iii) copies of the risk rating reports on the issuance no later than five Working Days after receipt of these reports from its private risk rating agencies; (iv) all information regarding any violation of its obligations undertaken by virtue of the Agreement and any other relevant information requested by the SVS, as soon as the event occurs or comes to its knowledge;

 

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d)                      Notify the Bondholders’ Representative of notices for ordinary and extraordinary shareholders’ meetings no later than the day of publication of the last notice for shareholders;

 

e)                       Send the Bondholders’ Representative information on any reduction of its interest in the capital of its Relevant Subsidiaries that are greater than 10 of the capital, as well as any reduction that means losing control of the company once the transaction has taken place;

 

f)                        Not engage in, with related persons, transactions under conditions that are less favorable for the Issuer than prevailing market conditions;

 

g)                       Maintain the following financial ratios based on the Quarterly Financial Statements: (i) An indebtedness level based on the Financial Statements of a ratio of other current financial liabilities and other non-current financial liabilities, less cash and cash equivalents, less other current financial assets, over total equity attributable to the owners of the parent company, no greater than one point two. Liabilities shall include the obligations that the Issuer undertakes as endorser, simple and/or joint guarantor and those in which it responds directly or indirectly for obligations of third parties; and ii) Maintain Total Assets free of all pledges, mortgages or other encumbrances for an amount at least equal to one point two times the Issuer’s Liabilities in conformity with the Financial Statements;

 

h)                      Except by express statement of the Bondholders’ Representative, authorized at an extraordinary meeting of the Bondholders, with votes that represent at least fifty-one percent of the Bonds in circulation, that releases the Issuer from the obligation indicated below, it shall maintain ownership of the brands (i) “Jumbo” and (ii) “París” directly or through its subsidiaries;

 

i)                          Record in its accounting books the provisions that arise from adverse contingencies that, in the Issuer’s opinion, should be reflected in the Issuer’s financial statements;

 

j)                         Maintain insurance that reasonably protects its operating assets and ensure that its subsidiaries meet this condition;

 

k)                      Not grant endorsements or guarantees or establish itself as joint and several co-signers in favor of third parties, except subsidiaries of the Issuer.

 

l)                          Maintain direct or indirect ownership of at least fifty-one percent of Cencosud Supermercados S.A. and forty-nine percent of Cencosud Administradora de Tarjetas S.A., as well as the Companies that eventually control the business areas currently developed by these Companies;

 

m)                  Maintain income from retail sales, mall management, real estate investment and credit assessments, granting and management equivalent to at least sixty-seven percent of the Issuer’s ordinary revenue, based on the Quarterly Financial Statements; and

 

n)                      Inform the Bondholders’ Representative of the effective use of the funds stemming from the Bond placement corresponding to the Line.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

5.                       As established in the debt consolidation agreement signed June 30, 2010, and the rescheduling of such debt signed on March 13, 2014, between Cencosud Retail S.A. as Debtor and Banco del Estado de Chile as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                      Maintain income from retail sales, mall management, real estate investment and credit assessments, granting and management equivalent to at least sixty-seven percent of the Consolidated Operating Income, based on the Consolidated Quarterly Financial Statements;

 

b)                      Not merge with any company, except those cases in which the merger meets all of the following requirements: (i) that the Company resulting from the merger is a Corporation established and governed by

 

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the laws of the Republic of Chile, and (ii) that the Company resulting from the merger maintains Cencosud’s current line of business;

 

c)                       Maintain at all times a ratio of Net Financial Debt to Own Funds of no more than one point two;

 

d)                      Maintain minimum equity equivalent to 28,000,000 UF.

 

e)                       Maintain assets free of all pledges, mortgages and other encumbrances for an amount at least equivalent to one point two times its unguaranteed consolidated liabilities. The obligations established in this letter and in letters (a),( c) and (d) above shall be measured every quarter based on the Financial Statements of Cencosud S.A.

 

f)                        Do not establish personal guarantees in favor of other creditors to secure obligations of third parties that do not belong to Cencosud S.A. and its subsidiaries without prior authorization from the Bank;

 

g)                       Send to the Bank, signed by duly authorized persons, its annual report and annual Financial Statements, duly audited, and the quarterly Financial Statements, in the same format in which they were filed with the SVS, within 5 days following the date on which the information must be filed with the SVS. This obligation shall only be demandable in the event, for any reason, that the information is not available on the SVS’s website; and

 

h)                      Each quarter, submit to the Bank a certificate of compliance of the affirmative and negative obligations established in the agreement, including a detail of the calculation of the financial covenants entered into by the Finance Manager.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

6.                       As established in the line of credit agreement signed October 04, 2011 between Cencosud S.A. as Debtor and Rabobank Curacao N.V as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                      Maintain with the rest of the lenders at least the same conditions, guarantees or preferences under this agreement, according to the Chilean law, except for the preferences in favor of the fiscal authority, employees, labor obligations and any other obligation imposed by applicable laws. In the event that conditions of guarantees and / or preferences are granted to other creditors, the same conditions of guarantees and / or preferences must be delivered to the Bank. In addition, in the event that other creditors are granted financial conditions that give them additional protection, the Debtor undertook to deliver the same financial conditions to the Bank, provided that such additional protections are granted to other creditors in a document Subject to Chilean law, and as long as these documents remain in force.

 

b)                      Not encumber or give guarantee over Assets of Cencosud, except for the mentioned in this agreement.

 

c)                       Send the Audited Financial Statements under IFRS and its corresponding notes, as soon as they are available, even if they are not in the S.V.S web site. in any case, within sixty and ninety days following the end of each quarter and the business year of Cencosud S.A., respectively.

 

d)                      Send, amongst with the Financial Information, a letter signed off by the attorneys properly authorized by the debtor, a letter informing comply or not any of the obligations included in this contract.

 

e)                       The debtor will inform any relevant or essential event that could be adversely affect within ten bank business days after the event occurs, except for legal exceptions.

 

f)                        As soon as take knowledge, and within thirty business bank days, the company should inform the following: i) any potential force major that could affect this contract; ii) any fails to comply to the terms of this agreement, litigation or relevant claims against the debtor or any event that could adversely affect the obligations included in this contract, iii) inform to the bank any deviation in the budget under this contract iv) Any event that could adversely affect and could reasonably occurs, mentioned before.

 

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g)                       Give to the bank any copy of the documents or notice relevant that could result in any material adversely effect to the bank.

 

h)                      Inform any modifications to the by-laws within fifteen business bank days, and the granting of new general powers that have or may have an impact on the contract.

 

i)                          Inform to the bank, within ten bank business days, any claim, action or demand initiated against the company by any court or other public or private entity that could cause any material adverse effect.

 

j)                         Keep updated the contingencies plans to keep the business on going and make the best effort to accomplish with the main obligations related to licenses, permits, software.

 

k)                      Inform to the bank, within ten bank business days the acquisition over or equal to fifty millions of US dollars, of any ownership in companies that give to the debtor the control over that company.

 

l)                          To pay on time taxes, labor or other obligations.

 

m)                  To keep accurate accounting records according to the generally accounting principles accepted in Chile

 

n)                      Keep the main asset to the business in good shape, giving proper maintenance, keeping insurance over the asset. The Debtor or any of its affiliates may waive such rights, licenses, permits, trademarks, franchises, concessions or patents, to the extent that this does not imply an Adverse Material Effect.  Especially the debtor will keep the property of the following brands a) Jumbo and b) Paris

 

o)                      Keep its actual business operations and activities.

 

p)                      To keep the actual number of shares in its main subsidiaries

 

q)                      Comply with the laws, regulations and other legal provisions applicable to its subsidiaries.

 

r)                         Maintain the following financial ratios: (i) Leverage Ratio of no more than 1.2; (ii) Consolidated Equity greater than UF 28,000,000; (iii) assets pledges or encumbrances over consolidated liabilities under 1.2

 

s)                        Not sell or transfer any essential consolidated asset. Essential asset under this contract are the brands a) Jumbo and Paris, b) the shares that represent at least fifty percent of the companies “Cencosud Retail S.A.” and Cencosud Shopping Centers S.A.

 

t)                         Not enter into or execute, and not allow Relevant Subsidiaries to enter into or execute any act or agreement to liquidate or dissolve its operations or businesses, nor to agree on, enter into or execute any act to split or merge, when it involves or may involve, directly or indirectly, losing control or ownership of its current businesses, as well as the assets necessary for execution and that it produces or may produce an Important Adverse Effect.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

7.                       As established in the credit agreement signed October 19, 2011 between Cencosud S.A. as Debtor and Scotiabank & Trust (Cayman) LDT as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                      Send the Audited Financial Statements under IFRS and its corresponding notes, as soon as they are available, even if they are not in the S.V.S web site.

 

b)                      Send copy of the general information reported by the debtor to the S.V.S to accomplish with any rule.

 

c)                       Send the taxes or stamp tax payments to which this contract is affected and inform any action on these taxes.

 

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d)                      Send, amongst with the Financial Information, a letter signed off by the attorneys properly authorized by the debtor, a letter informing comply or not any of the obligations included in this contract. Additionally to that the company should send a certificate signed off by the external auditors.

 

e)                       Give to the bank any change in relevant events that could result in any material adversely effect to the bank.

 

f)                        Ensure that at any time its obligations under this agreement shall have the same payment preference (pari passu) as its other debts with third party creditors.

 

g)                       Not sell, transfer or give guarantees over any essential consolidated asset of the company or any subsidiary.

 

h)                      The debtor and the guarantors cannot incur in other indebtedness, except for those consider as part of the normal business and that cannot adversely affect the Company.

 

i)                          Keep the main asset to the business in good shape, giving proper maintenance, keeping insurance over the asset.

 

j)                         Prohibition to the debtor or guarantor, merging or selling its assets, except for the exceptions consider in this agreement.

 

k)                      To keep accurate accounting records according to the generally accounting principles accepted in Chile.

 

l)                          To keep actual main business operations.

 

m)                  Maintain the following financial ratios: (i) Leverage Ratio of no more than 1.2; (ii) Consolidated Equity greater than UF 28,000,000; (iii) Maintain a financial expense ratio of at least 3.0 to 1.0 and assets pledges or encumbrances over consolidated liabilities under 1.2.

 

n)                      Not engage in, with related persons, transactions under conditions that are more that those transactions which could have agree with third parties.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

8.                       As established in the novation contract, recognition of debt and restructuring signed March 21, 2014 between Cencosud Administradora de Tarjetas S.A.; Cencosud S.A. as Debtor and Banco Bilbao Vizcaya Argentaria Chile as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                 Submit to the Bank a copy of its individual and consolidated Financial Statements for each quarter as soon as possible and in any event within thirty days of filing them with the SVS, to the extent that this information is not available on the SVS’s website or another publicly accessible website. If it were not obligated to file this information with the SVS, it must still submit it to the Bank as soon as it is available. These Financial Statements shall be prepared in accordance with IFRS;

 

b)                 Submit to the Bank a copy of its individual and consolidated Financial Statements for each year end as soon as possible and in any event within thirty days of filing them with the SVS, to the extent that this information is not available on the SVS’s website or another publicly accessible website. If it were not obligated to file this information with the SVS, it must still submit it to the Bank as soon as it is available. These Financial Statements shall be certified by an independent auditor of recognized international prestige that is registered with the SVS;

 

c)                  Along with the Financial Statements referred to in the preceding letters, submit to the Bank a certificate issued by the Chief Executive Officer and/or Chief Financial Officer, or their replacement, that certifies that, to the best of their knowledge and understanding, no Grounds for Non-compliance or Non-Compliance, as defined in the agreement, have occurred or detailing the nature and extent of such events if they have occurred;

 

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d)                 Notify the Bank as soon as possible but no later than five banking days after the date on which any executive has knowledge of: (i) the occurrence of any Grounds for Non-Compliance, as defined in the agreement, or any Non-Compliance; (ii) any action, lawsuit or judicial or administrative proceedings regarding this instrument; (iii) any circumstance or event that affects or could result in an Important Adverse Effect on the businesses, activities, operations or financial situation of Cencosud and that results in the inability to pay of the Debtor and/or Cencosud; (iv) any relevant event referring to Cencosud’s operations that, in conformity with articles nine and ten of Law eighteen thousand forty-five on Securities Markets and the instructions provided by the SVS in General Character Ruling number thirty, may be interpreted as a material event, to the extent that that information is not available on the SVS’s website or another publicly accessible site and provided that that information is not considered “reserved” in conformity with the law;

 

e)                  Submit to the Bank, when requested in writing or for justified reasons, additional information on the financial, tax, accounting, economic and/or legal situation of Cencosud, in which case it shall be provided within thirty banking days of the date on which the request is made in writing. Notwithstanding, and at the Bank’s request, Cencosud shall inform the Bank of the modifications made to the Company within thirty banking days of the event, submitting all pertinent information, and shall also inform the Bank of all new powers of attorney or the revocation of current powers of attorney, providing a copy of the corresponding public deeds;

 

f)                   Submit to the Bank, at its request, information necessary to correctly apply the provisions on individual credit limits;

 

g)                  Maintain and ensure that each Subsidiary maintains its books, records and accounting notes in which it makes complete, timely and reliable notes in conformity with current standards and IFRS;

 

h)                 Maintain all relevant rights, licenses, permits, brands, franchises, concessions or patents fully valid, with the understanding, however, that these rights, licenses, permits, brands, franchises, concessions or patents may be surrendered to the extent that they do not involve an Important Adverse Effect. In particular, it shall maintain ownership of the following brands directly or through its subsidiaries: (i) “Jumbo” and (ii) “París”;

 

i)                     Comply with and ensure that each Subsidiary complies with each and every one of its obligations by virtue of any act, contract or convention, whose failure to comply produces or could produce, individually or collectively, an Important Adverse Effect;

 

j)                    Comply with and ensure that each Relevant Subsidiary complies with current laws and standards applicable to the development of its business and ownership of its assets;

 

k)                 Pay and ensure that each Subsidiary pays, fully and opportunely, all important obligations, which are understood for the purposes of this instrument as those obligations that are important for the business, operations, financial or other conditions, projections, including but not limited to all taxes, charges or property taxes it must pay, as well as all obligations that, for taxes, charges, property taxes, labor matters or obligations with its suppliers or others, may result in an Encumbrance, except when compliance of these obligations is challenged through proper legal proceedings initiated in good faith and adequate accounting provisions have been established in accordance with IFRS;

 

l)                     Maintain and ensure that each Relevant Subsidiary maintains all assets necessary to keep its businesses and operations in proper working order and maintenance, except for wear resulting from legitimate use. It shall also maintain and ensure that each Relevant Subsidiary maintains proper insurance coverage for these assets in conformity with industry practice;

 

m)             Ensure that all operations with related persons, as defined in law number eighteen thousand forty-five, either directly or through related persons, are carried out under prevailing market conditions;

 

n)                 Ensure that at any time its obligations under this agreement shall have the same payment preference (pari passu) as its other debts with third party creditors. These restrictions shall not be applied to any case where the agreement considers them Permitted Encumbrances;

 

o)                 Possess, directly or indirectly, shares that represent at least fifty-one percent of the capital of the following Companies: Cencosud Retail S.A. and Cencosud Shopping Centers S.A., and their respective successor

 

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companies and transferees, as well as the Companies that eventually control the business areas currently developed by these Companies;

 

p)                 Maintain a ratio of net financial liabilities to equity of less than one point two;

 

q)                 Maintain assets free of pledges or Encumbrances or at least one hundred twenty percent of the value of liabilities;

 

r)                    Not dispose of or transfer, and ensure that the Relevant Subsidiaries do not dispose of or transfer, either directly or indirectly, their Essential Assets, as defined hereinafter. For the purposes of this agreement, “Essential Assets” shall be defined as the brands “Jumbo” and “París” and the shares that represent at least fifty-one percent of the capital of the companies Cencosud Retail S.A. and Cencosud Shopping Centers S.A. and;

 

s)                   Not enter into or execute, and not allow Relevant Subsidiaries to enter into or execute any act or agreement to liquidate or dissolve its operations or businesses, nor to agree on, enter into or execute any act to split or merge, when it involves or may involve, directly or indirectly, that the Debtor and/or the Guarantor lose control or ownership of its current businesses, as well as the assets necessary for execution and that it produces or may produce an Important Adverse Effect, except when such acts are for an amount less than or equal to two percent of the consolidated assets of Cencosud S.A.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

9.                       As established in the credit agreement signed March 25, 2014 between Cencosud S.A. as Debtor and Mizuho Bank Ltd as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                 Annual Financial Statements. To the extent that they are not freely available at a public access web page of the SVS, the SEC web page or the Borrower’s corporate web page, it will provide to the Lender, within five (5) Business Days after the date on which they are required to be furnished to the SVS or, if no longer required by the SVS, within 90 days after the end of each fiscal year of the Borrower, the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and the related Consolidated statements of income and retained earnings and statement of changes in financial position of the Borrower and its Consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and the Consolidated statement of cash flows for such fiscal year, all reported on in conformity with Applicable Accounting Principles and with the unqualified opinion thereon of independent public accountants of recognized international standing.

 

b)                 Quarterly Financial Statements. To the extent that they are not freely available at a public access web page of the SVS, the SEC web page or the Borrower’s corporate web page, it will provide to the Lender within five (5) Business Days after the date on which they are required to be furnished to the SVS or, if no longer required by the SVS, within 60 days after the end of the first three quarters of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of each such fiscal quarter and the related unaudited Consolidated statements of income and retained earnings of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and retained earnings in comparative form the figures for the corresponding quarter and the corresponding portion of the previous fiscal year, and the unaudited Consolidated statement of cash flows for such fiscal quarter, all certified as to fairness of presentation and conformity with Applicable Accounting Principles by a senior financial officer of the Borrower.

 

c)                  Information to the Superintendencia de Valores y Seguros of the Republic of Chile. To the extent that they are not freely available at a public access web page of the SVS, the United Stated Securities and Exchange Commission (“SEC”) or the Borrower’s corporate web page, promptly after the making of any filing with the SVS of any circular, document or other material written information required to be filed with the SVS and distributed generally to the Borrower’s shareholders, it will provide a copy thereof to the Lender with the exception of any private, confidential or restricted access communications with the SVS or the SEC as the

 

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Borrower may reasonably determine.

 

d)                    Stamp Tax. Promptly after the Borrower has paid any Stamp Tax required to be paid by it hereunder, the Borrower will deliver to the Lender one copy of any document or other information required to be filed in connection with such payment.

 

e)                     Litigation. It will promptly deliver to the Lender details of any litigation, arbitration or administrative proceeding which, had it been current, pending or threatened at the date of this Agreement, would have rendered the representation and warranty in Section 3.10 incorrect.

 

f)                      Events of Default. It will promptly notify the Lender of the occurrence of any Event of Default or Default, together with a description of any action taken or proposed to be taken to remedy it. Together with each financial statement delivered by it under Sections 5.1(a) and (b), and promptly after any request made by the Lender from time to time, it will deliver to the Lender a certificate signed on its behalf by the Gerente de Finanzas or such other Person as may be acceptable to the Lender for that purpose (i) for each fiscal quarter of the Borrower, setting forth reasonably detailed calculations demonstrating compliance with Section 5.9 and (ii) confirming that, so far as it is aware and (if applicable) except as previously notified to the Lender or waived in accordance with Section 7.1, no Event of Default or Default has occurred and is continuing or (as the case may be) setting out details of any which has occurred and is continuing and has not been so notified and of which it is aware and of any action taken or proposed to be taken to remedy it.

 

g)                     Notices. It will promptly give notice to the Lender of (i) any changes known to the Borrower in taxes, duties or other fees of Chile or any political subdivision or taxing authority thereof or any change known to the Borrower in any laws of Chile, that would reasonably be expected to adversely affect the ability of the Borrower to make any payment due under this Agreement or the Note and (ii) any development or event which has had or would reasonably be expected to have a Material Adverse Effect.

 

h)                    Other Information. It will promptly deliver to the Lender such other information relating to the financial condition or business of the Borrower or any of its Material Subsidiaries (including, without limitation, such information regarding the use of proceeds of the Loan) as the Lender may from time to time reasonably request.

 

i)                        Notices to Central Bank. On the Drawdown Date, it will give notice to the Central Bank of the terms and conditions of the Loan as contemplated by this Agreement.

 

j)                       Ranking. The Borrower will take all actions necessary to ensure that its payment obligations hereunder and under the Note rank and will at all times rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Borrower.

 

k)                    Limitation on Liens and Asset Dispositions. (a) The Borrower will not, and will not permit any of its Material Subsidiaries to, sell, assign or otherwise transfer to any Person (other than to the Borrower) any of the Essential Assets, except that the Borrower or any Material Subsidiary may sell, assign or otherwise transfer Essential Assets (x) in the ordinary course its business provided that such sale, assignment or transfer of assets is for at least the fair market value of such assets and (y) outside of the ordinary course of its business for fair value in an aggregate amount not to exceed an amount equal to 10 of the Borrower’s or such Material Subsidiary’s total assets, as the case may be, in any fiscal year and provided that the proceeds of any such sale, assignment or transfer shall be reinvested in the business of the Borrower, or in the case of a sale, assignment or other transfer of Essential Assets by any other Subsidiary, in the business of the Borrower or any other Subsidiary, in each case, within 90 days of receipt thereof. The parties agree that a Material Subsidiary Change in Control shall not qualify as a sale, assignment or transfer of Essential Assets for purposes of this Agreement.

 

(b) The Borrower will not, and will not permit any of its Material Subsidiaries to create, incur or suffer to exist in favor of any Person any Lien (other than Permitted Liens and the Liens existing on the date hereof) on any Assets of the Borrower; provided that at all times the ratio of the total Assets of the Borrower and its Consolidated Subsidiaries (determined on a Consolidated basis) that are not subject to any Lien (including Permitted Liens) to the Borrower’s Total Liabilities must be at least 1.20.

 

l)                        Maintenance of Existence and Payment of Obligations. The Borrower will (a) subject to Section 5.8, preserve, renew and keep in full force and effect its corporate existence, (b) take all reasonable action to

 

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maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (c) pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its taxes and other obligations of whatever nature, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves to the extent required by Applicable Accounting Principles have been provided on the books of the Borrower.

 

m)                Compliance with Laws; Authorizations. The Borrower will comply with any applicable Requirements of Law to which it is subject and obtain and comply with the terms of and maintain in full force and effect all authorizations, approvals, licenses and consents required by the laws and regulations of Chile to the extent necessary to enable the Borrower lawfully to enter into and perform its obligations under the Loan Documents or to ensure the legality, validity, enforceability or admissibility in evidence in Chile of the Loan Documents except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

 

n)                    Maintenance of Property; Insurance. The Borrower will, and will cause each of its Material Subsidiaries to, keep all Assets used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and maintain with financially sound insurance companies insurance on all its tangible Assets in at least such amounts and against at least such risks as are customary for its type of business.

 

o)                    Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of records and account in which full, true and correct entries in conformity with Applicable Accounting Principles and all applicable Requirements of Law to which it is subject shall be made of all dealings and transactions in relation to its business and activities.

 

p)                    Limitation on Fundamental Changes. The Borrower will not (a) enter into any transaction of merger, consolidation or amalgamation, unless (i) such transaction of merger, consolidation or amalgamation does not result in an Event of Default and (ii) in the case of any such transaction of merger, consolidation or amalgamation, the Borrower is the surviving corporation or (b) spin off any of its businesses, Subsidiaries or groups of Assets to any Person other than a Subsidiary except for any spin-offs which do not have a Material Adverse Effect.

 

q)                    Net Financial Debt to Consolidated Net Worth plus Minority Interests Ratio. The Borrower will not permit the Net Financial Debt to Consolidated Net Worth plus Minority Interests Ratio at any time to exceed 1.2 to 1.0.

 

r)                       Transactions with Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to: (a) transfer, sell, lease, assign or otherwise dispose of any Assets to an Affiliate, (b) make any loan or extension of credit to an Affiliate, (c) merge into or consolidate with an Affiliate except as permitted by Section 5.9, or purchase or acquire Assets from an Affiliate or (d) enter into any other transaction, with or for the benefit of an Affiliate unless, in each case, such transaction that is entered into with an Affiliate is on an arm’s-length basis on terms no more favorable to such Affiliate than would be available to an unrelated Person.

 

s)                      Purpose of the Loans. The Borrower will not use any of the proceeds of the Loan, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. The Lender shall not have any responsibility as to the use by the Borrower of any of such proceeds.

 

t)                       Central Bank Notice. Within 5 Business Days of the Drawdown Date, the Lender shall have received evidence satisfactory to it that the corresponding notice required by Chapter XIV of the Foreign Exchange Regulations issued by the Central Bank has been made.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

10.                As established in the credit agreement signed March 26, 2014 between Cencosud S.A. as Debtor and

 

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Rabobank as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                      Submit to the Bank, so soon be possible and in any case in ninety days following the closing date of Financial Statements for each quarter and annuals, to the extent that this information is not available on the SVS’s website or another publicly accessible website, copy of his Financial statements, individual and consolidated, for the period understood in every quarter and understood in the annual exercise, case the latter inside hundred twenty days of the closing and certified by an auditor independent from recognized prestige. These Financial statements will have to be prepared in conformity with IFRS

 

b)                      Submit to the Bank a certificate issued by the Chief Executive Officer and/or Chief Financial Officer, or their replacement, that certifies that, to the best of their knowledge and understanding, no grounds for non-compliance or violation, as defined hereinafter, have occurred or detailing the nature and extent of such events if they have occurred;

 

c)                       Notify the Bank as soon as possible but no later than five banking days after the date on which any executive has knowledge of: (i) the occurrence of any Grounds for Non-Compliance, as defined hereinafter, or any Non-Compliance; (ii) any action, lawsuit or judicial or administrative proceedings regarding this instrument; (iii) any circumstance or event that affects or could result in an Adverse Important Effect on the businesses, activities, operations or financial situation of the Debtor and/or Cencosud and that results in the inability to pay of the Debtor and/or Cencosud; (iv) any relevant event referring to Cencosud’s and/or the Guarantor’s operations that, in conformity with articles nine and ten of Law eighteen thousand forty-five on Securities Markets and the instructions provided by the SVS in General Character Ruling number thirty, may be interpreted as a material event, to the extent that that information is not available on the SVS’s website or another publicly accessible site;

 

d)                      Submit to the Bank, when requested in writing or for justified reasons, additional information on its financial, tax, accounting, economic and/or legal situation, in which case it shall be provided within thirty banking days of the date on which the request is made in writing. Notwithstanding, and at the Bank’s request, it shall inform the Bank of the modifications made to the Company within thirty banking days of the event, submitting all pertinent information, and shall also inform the Bank of all new powers of attorney or the revocation of current powers of attorney, providing a copy of the corresponding public deeds;

 

e)                       Submit to the Bank, at its request, information necessary to correctly apply the provisions on individual credit limits;

 

f)                        Maintain and ensure that each Subsidiary maintains its books, records and accounting notes in which it makes complete, timely and reliable notes in conformity with current standards and IFRS;

 

g)                       Maintain all relevant rights, licenses, permits, brands, franchises, concessions or patents fully valid, with the understanding, however, that these rights, licenses, permits, brands, franchises, concessions or patents may be surrendered to the extent that they do not involve an Important Adverse Effect. In particular, it shall maintain ownership of the following brands directly or through its subsidiaries: (i) “Jumbo” and (ii) “París”;

 

h)                      Comply with and ensure that each Subsidiary complies with each and every one of its obligations by virtue of any act, contract or convention, whose failure to comply produces or could produce, individually or collectively, an Important Adverse Effect;

 

i)                          Comply with and ensure that each Relevant Subsidiary complies with current laws and standards applicable to the development of its business and ownership of its assets;

 

j)                         Pay and ensure that each Subsidiary pays, fully and opportunely, all important obligations, which are understood for the purposes of this instrument as those obligations that are important for the business, operations, financial or other conditions, projections, including but not limited to all taxes, charges or property taxes it must pay, as well as all obligations that, for taxes, charges, property taxes, labor matters or obligations with its suppliers or others, may result in an Encumbrance, except when compliance of these obligations is challenged through proper legal proceedings initiated in good faith and adequate accounting provisions have been established in accordance with IFRS;

 

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k)                      Maintain and ensure that each Relevant Subsidiary maintains all assets necessary to keep its businesses and operations in proper working order and maintenance, except for wear resulting from legitimate use. It shall also maintain and ensure that each Relevant Subsidiary maintains proper insurance coverage for these assets in conformity with industry practice;

 

l)                          Ensure that all operations with related persons, as defined in law number eighteen thousand forty-five, either directly or through related persons, are carried out under prevailing market conditions;

 

m)                  Ensure that at any time its obligations under this agreement shall have the same payment preference (pari passu) as its other debts with third party creditors. These restrictions shall not be applied to any case where the agreement considers them Permitted Encumbrances;

 

n)                      Maintain direct or indirect ownership of at least fifty-one percent of Cencosud Retail S.A. and Cencosud Shopping Centers S.A., as well as its successor companies and transferees and the Companies that eventually control the business areas currently developed by these Companies;

 

o)                      Maintain in the consolidated Financial Statements income from the business areas of sales to the detail, administration of commercial centers, real-estate investment and evaluation, grant and credit administration, to an equivalent level, at least, of 67  of the income of exploitation consolidated.

 

p)                      Maintain a ratio of net financial liabilities to equity of less than one point two.

 

q)                      Maintain assets free of pledges or Encumbrances or at least one hundred twenty percent of the value of current;

 

r)                         Maintain minimum equity of twenty-eight million UF.

 

s)                        Not dispose of or transfer, and ensure that the Relevant Subsidiaries do not dispose of or transfer, either directly or indirectly, their Essential Assets, as defined hereinafter. For the purposes of this agreement, “Essential Assets” shall be defined as the brands “Jumbo” and “París” and the shares that represent at least fifty-one percent of the capital of the companies Cencosud Retail S.A. and Cencosud Shopping Centers S.A. and;

 

t)                         Not enter into or execute, and not allow Relevant Subsidiaries to enter into or execute any act or agreement to liquidate or dissolve its operations or businesses, nor to agree on, enter into or execute any act to split or merge, when it involves or may involve, directly or indirectly, losing control or ownership of its current businesses, as well as the assets necessary for execution and that it produces or may produce an Important Adverse Effect, except when such acts are for an amount less than or equal to two percent of the consolidated assets of Cencosud S.A.

 

u)                      Do not constitute liens on assets other than those defined as permitted liens.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

11.                As established in the credit agreement signed March 28, 2014 between Cencosud S.A. as Debtor and Banco Santander-Chile as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                      Submit to the Bank, so soon be possible and in any case in ninety days following the closing date of Financial Statements for each quarter and annuals, to the extent that this information is not available on the SVS’s website or another publicly accessible website, copy of his Financial statements, individual and consolidated, for the period understood in every quarter and understood in the annual exercise, case the latter inside hundred twenty days of the closing and certified by an auditor independent from recognized prestige. These Financial statements will have to be prepared in conformity with IFRS

 

b)                      Submit to the Bank a certificate issued by the Chief Executive Officer and/or Chief Financial Officer, or their replacement, that certifies that, to the best of their knowledge and understanding, no grounds for non-

 

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compliance or violation, as defined hereinafter, have occurred or detailing the nature and extent of such events if they have occurred;

 

c)                       Notify the Bank as soon as possible but no later than five banking days after the date on which any executive has knowledge of: (i) the occurrence of any Grounds for Non-Compliance, as defined hereinafter, or any Non-Compliance; (ii) any action, lawsuit or judicial or administrative proceedings regarding this instrument; (iii) any circumstance or event that affects or could result in an Adverse Important Effect on the businesses, activities, operations or financial situation of the Debtor and/or Cencosud and that results in the inability to pay of the Debtor and/or Cencosud; (iv) any relevant event referring to Cencosud’s and/or the Guarantor’s operations that, in conformity with articles nine and ten of Law eighteen thousand forty-five on Securities Markets and the instructions provided by the SVS in General Character Ruling number thirty, may be interpreted as a material event, to the extent that that information is not available on the SVS’s website or another publicly accessible site;

 

d)                      Submit to the Bank, when requested in writing or for justified reasons, additional information on its financial, tax, accounting, economic and/or legal situation, in which case it shall be provided within thirty banking days of the date on which the request is made in writing. Notwithstanding, and at the Bank’s request, it shall inform the Bank of the modifications made to the Company within thirty banking days of the event, submitting all pertinent information, and shall also inform the Bank of all new powers of attorney or the revocation of current powers of attorney, providing a copy of the corresponding public deeds;

 

e)                       Submit to the Bank, at its request, information necessary to correctly apply the provisions on individual credit limits;

 

f)                        Maintain and ensure that each Subsidiary maintains its books, records and accounting notes in which it makes complete, timely and reliable notes in conformity with current standards and IFRS;

 

g)                       Maintain all relevant rights, licenses, permits, brands, franchises, concessions or patents fully valid, with the understanding, however, that these rights, licenses, permits, brands, franchises, concessions or patents may be surrendered to the extent that they do not involve an Important Adverse Effect. In particular, it shall maintain ownership of the following brands directly or through its subsidiaries: (i) “Jumbo” and (ii) “París”;

 

h)                      Comply with and ensure that each Subsidiary complies with each and every one of its obligations by virtue of any act, contract or convention, whose failure to comply produces or could produce, individually or collectively, an Important Adverse Effect;

 

i)                          Comply with and ensure that each Relevant Subsidiary complies with current laws and standards applicable to the development of its business and ownership of its assets;

 

j)                         Pay and ensure that each Subsidiary pays, fully and opportunely, all important obligations, which are understood for the purposes of this instrument as those obligations that are important for the business, operations, financial or other conditions, projections, including but not limited to all taxes, charges or property taxes it must pay, as well as all obligations that, for taxes, charges, property taxes, labor matters or obligations with its suppliers or others, may result in an Encumbrance, except when compliance of these obligations is challenged through proper legal proceedings initiated in good faith and adequate accounting provisions have been established in accordance with IFRS;

 

k)                      Maintain and ensure that each Relevant Subsidiary maintains all assets necessary to keep its businesses and operations in proper working order and maintenance, except for wear resulting from legitimate use. It shall also maintain and ensure that each Relevant Subsidiary maintains proper insurance coverage for these assets in conformity with industry practice;

 

l)                          Ensure that all operations with related persons, as defined in law number eighteen thousand forty-five, either directly or through related persons, are carried out under prevailing market conditions;

 

m)                  Ensure that at any time its obligations under this agreement shall have the same payment preference (pari passu) as its other debts with third party creditors. These restrictions shall not be applied to any case where the agreement considers them Permitted Encumbrances;

 

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n)                      Maintain direct or indirect ownership of at least fifty-one percent of Cencosud Retail S.A. and Cencosud Shopping Centers S.A., as well as its successor companies and transferees and the Companies that eventually control the business areas currently developed by these Companies;

 

o)                      Maintain a ratio of net financial liabilities to equity of less than one point two.

 

p)                      Maintain assets free of pledges or Encumbrances or at least one hundred twenty percent of the value of current;

 

q)                      To quote with the Bank the contracting of derivative products and financial services.

 

r)                         Not dispose of or transfer, and ensure that the Relevant Subsidiaries do not dispose of or transfer, either directly or indirectly, their Essential Assets, as defined hereinafter. For the purposes of this agreement, “Essential Assets” shall be defined as the brands “Jumbo” and “París” and the shares that represent at least fifty-one percent of the capital of the companies Cencosud Retail S.A. and Cencosud Shopping Centers S.A. and;

 

s)                        Not enter into or execute, and not allow Relevant Subsidiaries to enter into or execute any act or agreement to liquidate or dissolve its operations or businesses, nor to agree on, enter into or execute any act to split or merge, when it involves or may involve, directly or indirectly, losing control or ownership of its current businesses, as well as the assets necessary for execution and that it produces or may produce an Important Adverse Effect, except when such acts are for an amount less than or equal to two percent of the consolidated assets of Cencosud S.A.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

12.                As established in the credit agreement signed March 28, 2014 between Cencosud S.A. as Debtor and Sumitomo Mitsui Banking Corporation as Creditor, Cencosud S.A., shall comply with the following obligations and financial and management restrictions:

 

a)                    Annual Financial Statements. To the extent that they are not freely available at a public access web page of the SVS, the SEC web page or the Borrower’s corporate web page, it will provide to the Lender, within five (5) Business Days after the date on which they are required to be furnished to the SVS or, if no longer required by the SVS, within 90 days after the end of each fiscal year of the Borrower, the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and the related Consolidated statements of income and retained earnings and statement of changes in financial position of the Borrower and its Consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and the Consolidated statement of cash flows for such fiscal year, all reported on in conformity with Applicable Accounting Principles and with the unqualified opinion thereon of independent public accountants of recognized international standing.

 

b)                    Quarterly Financial Statements. To the extent that they are not freely available at a public access web page of the SVS, the SEC web page or the Borrower’s corporate web page, it will provide to the Lender within five (5) Business Days after the date on which they are required to be furnished to the SVS or, if no longer required by the SVS, within 75 days after the end of the first three quarters of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of each such fiscal quarter and the related unaudited Consolidated statements of income and retained earnings of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and retained earnings in comparative form the figures for the corresponding quarter and the corresponding portion of the previous fiscal year, and the unaudited Consolidated statement of cash flows for such fiscal quarter, all certified as to fairness of presentation and conformity with Applicable Accounting Principles by a senior financial officer of the Borrower.

 

c)                     Information to the Superintendencia de Valores y Seguros of the Republic of Chile. To the extent that they are not freely available at a public access web page of the SVS, the United Stated Securities and Exchange Commission (“SEC”) or the Borrower’s corporate web page, promptly after the making of any filing with the

 

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SVS of any circular, document or other material written information required to be filed with the SVS and distributed generally to the Borrower’s shareholders, it will provide notice of such filing and a copy thereof to the Lender with the exception of any private, confidential or restricted access communications with the SVS or the SEC as the Borrower may reasonably determine.

 

d)                    Stamp Tax. Promptly after the Borrower has paid any Stamp Tax required to be paid by it hereunder, the Borrower will deliver to the Lender one copy of any document or other information required to be filed in connection with such payment.

 

e)                     Litigation. It will promptly deliver to the Lender details of any litigation, arbitration or administrative proceeding which, had it been current, pending or threatened at the date of this Agreement, would have rendered the representation and warranty in Section 3.10 incorrect.

 

f)                      Events of Default. It will promptly notify the Lender of the occurrence of any Event of Default or Default, together with a description of any action taken or proposed to be taken to remedy it. Together with each financial statement delivered by it under Sections 5.1(a) and (b), it will deliver to the Lender a certificate signed on its behalf by the Gerente de Finanzas or such other Person as may be acceptable to the Lender for that purpose (i) for each fiscal quarter of the Borrower, setting forth reasonably detailed calculations demonstrating compliance with Section 5.9 and (ii) confirming that so far as it is aware and (if applicable) except as previously notified to the Lender or waived in accordance with Section 7.1, no Event of Default or Default has occurred and is continuing or (as the case may be) setting out details of any which has occurred and is continuing and has not been so notified and of which it is aware and of any action taken or proposed to be taken to remedy it.

 

g)                     Notices. It will promptly give notice to the Lender of (i) any changes known to the Borrower in Taxes of Chile or any political subdivision or taxing authority thereof or any change known to the Borrower in any laws of Chile, that would reasonably be expected to adversely affect the ability of the Borrower to make any payment due under this Agreement or the Note, (ii) any Material Subsidiary Change in Control, (iii) any sale of Assets outside of the ordinary course of business and (iv) any development or event which has had or would reasonably be expected to have a Material Adverse Effect, provided that in the case of clauses (ii) and (iii), notice need not be provided to the extent the information relates to confidential (hecho reservado) communications with the SVS or the SEC as the Borrower may reasonably determine.

 

h)                    Other Information. It will promptly deliver to the Lender such other information relating to the financial condition or business of the Borrower or any of its Material Subsidiaries as the Lender may from time to time reasonably request.

 

i)                        Notices to Central Bank. On the Drawdown Date, it will give notice to the Central Bank of the terms and conditions of the Loan as contemplated by this Agreement.

 

j)                       Ranking. The Borrower will take all actions necessary to ensure that its payment obligations hereunder and under the Note rank and will at all times rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Borrower.

 

k)                    Limitation on Liens and Asset Dispositions. (a) The Borrower will not, and will not permit any of its Material Subsidiaries to, sell, assign or otherwise transfer to any Person (other than to the Borrower) any of its material Assets, except that the Borrower or any Material Subsidiary may sell, assign or otherwise transfer material Assets (x) in the ordinary course its business provided that such sale, assignment or transfer of assets is for at least the fair market value of such assets and (y) outside of the ordinary course of its business for fair value in an aggregate amount not to exceed an amount equal to 10 of the Borrower’s or such Material Subsidiary’s total assets, as the case may be, in any fiscal year, and provided that, the proceeds of any such sale, assignment or transfer shall be reinvested in the business of the Borrower, or in the case of a sale, assignment or other transfer of Essential Assets by any other Subsidiary, in the business of the Borrower or any other Subsidiary, in each case, within 90 days of receipt thereof. If such proceeds are not reinvested within such 90 day period, the Borrower shall prepay the outstanding principal amount of the Loan in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, in an amount equal to the net cash proceeds received by the Borrower or any of its Material Subsidiaries in connection with any such sale, lease or transfer.

 

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exist in favor of any Person any Lien (other than Permitted Liens and the Liens existing on the date hereof) on any Assets of the Borrower if such Lien (if foreclosed upon) would have a Material Adverse Effect; provided that at all times the ratio of the total Assets of the Borrower and its Consolidated Subsidiaries (determined on a Consolidated basis) that are not subject to any Lien (including Permitted Liens) to the Borrower’s Total Liabilities must be at least 1.20.

 

l)                        Maintenance of Existence and Payment of Obligations. The Borrower will, and will cause each of its Material Subsidiaries to, (a) subject to Section 5.8, preserve, renew and keep in full force and effect its corporate existence, (b) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (c) pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its Taxes and other obligations of whatever nature, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves to the extent required by Applicable Accounting Principles have been provided on the books of the Borrower.

 

m)                Compliance with Laws; Authorizations. The Borrower will (a) comply with any applicable Requirements of Law to which it is subject, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) obtain and comply with the terms of and maintain in full force and effect all authorizations, approvals, licenses and consents, including those relating to Jumbo and París, required by the laws and regulations of Chile to the extent necessary to enable the Borrower lawfully to enter into and perform its obligations under the Loan Documents or to ensure the legality, validity, enforceability or admissibility in evidence in Chile of the Loan Documents.

 

n)                    Maintenance of Property; Insurance. The Borrower will, and will cause each of its Material Subsidiaries to, keep all Assets used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and maintain with financially sound insurance companies insurance on all its tangible Assets in at least such amounts and against at least such risks as are customary for its type of business.

 

o)                    Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of records and account in which full, true and correct entries in conformity with Applicable Accounting Principles and all applicable Requirements of Law to which it is subject shall be made of all dealings and transactions in relation to its business and activities.

 

p)                    Limitation on Fundamental Changes. The Borrower will not (a) enter into any transaction of merger, consolidation or amalgamation, unless (i) such transaction of merger, consolidation or amalgamation does not result in a Default or an Event of Default and (ii) in the case of any such transaction of merger, consolidation or amalgamation, the Borrower is the surviving corporation or (b) spin off any of its businesses, Subsidiaries or groups of Assets to any Person other than a Subsidiary except for any spin-offs which do not have a Material Adverse Effect, provided, the Borrower will not enter any such transaction if, after giving effect to such transaction, less than 67 of the Borrower’s consolidated net income would be attributable to income from businesses other than its retail, investment, lending and management businesses.

 

q)                    Net Financial Debt to Consolidated Net Worth plus Minority Interests Ratio. The Borrower will not permit the Net Financial Debt to Consolidated Net Worth plus Minority Interests Ratio at any time to exceed 1.2 to 1.0.

 

r)                       Stamp Tax. The Borrower will, on the Drawdown Date, pay any Stamp Tax required to be paid by it hereunder.

 

s)                      Transactions with Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to: (a) transfer, sell, lease, assign or otherwise dispose of any Assets to an Affiliate, (b) make any loan or extension of credit to an Affiliate, (c) merge into or consolidate with an Affiliate except as permitted by Section 5.9, or purchase or acquire Assets from an Affiliate or (d) enter into any other transaction, with or for the benefit of an Affiliate unless, in each case, such transaction that is entered into with an Affiliate is on an arm’s-length basis on terms no more favorable to such Affiliate than would be available to an unrelated Person.

 

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t)                       Purpose of the Loans. The Borrower will not use any of the proceeds of the Loan, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. The Lender shall not have any responsibility as to the use by the Borrower of any of such proceeds.

 

u)                    Anti-Terrorism. The Borrower shall not, and shall not permit any of its Subsidiaries or any of their respective directors or officers to become subject to any Sanctions. The Borrower shall, and shall cause each of its Subsidiaries and their respective directors and officers to remain in compliance, in all material respects, with (i) all applicable Sanctions Laws, (ii) to the extent applicable, all Anti-Corruption Laws and (iii) the PATRIOT Act, to the extent applicable, and any other terrorism and money laundering laws, rules, regulations and orders applicable to the Borrower and its Subsidiaries. The Borrower shall not, and shall cause each of its Subsidiaries not to, use any part of the proceeds of the Loan, directly or indirectly, (A) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or (B) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law.

 

v)                    Central Bank Notice. Within 5 Business Days of the Drawdown Date, the Lender shall have received evidence satisfactory to it that the corresponding notice required by Chapter XIV of the Foreign Exchange Regulations issued by the Central Bank has been made.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

13.                In accordance with the terms of the bond issue agreement entered into between Cencosud S.A. as the “Issuer” and Banco Bice as “Representative of the Bondholders”, dated December 11, 2014 and its subsequent amendments and supplementary deed dated October 20, 2016, by virtue of which it has proceeded to issue bonds “P Series” and “R Series”, the Company, has assumed the following obligations and restrictions:

 

a)             Accounting, Auditing and Risk Classification Systems. Establish and maintain adequate accounting systems based on IFRS standards or those that replace them, as well as hire and maintain a firm of independent external auditors of recognized national or international prestige and registered in the Register of External Audit Companies which is carried by the SVS, for the examination and analysis of the Financial Statements of the Issuer, in respect of which such signature shall issue an opinion on the thirty-first of December of each year. Likewise, the Issuer must contract and maintain, on a continuous and uninterrupted basis, two risk classifiers enrolled in the Superintendency, pending the maintenance of the Line.

 

b)             Information delivery. While this Agreement is in force, the Bondholders’ Representative shall be informed of the Issuer’s transactions and financial statements through the reports and background information that the Issuer must provide to the Superintendency and the general public in accordance with the Securities Act. Securities Market and the regulations issued by the Superintendency. The Issuer must inform the Bondholders’ Representative, within the same timeframe in which the Financial Statements must be delivered to the Superintendency, of the fulfillment of the obligations contracted under the Contract, for which it must use the format included as Annex One of the same. In addition, the Issuer shall send to the Bondholders’ Representative copies of the risk classification reports of the issue, no later than the following five Business Days, counted from the receipt of these reports to their private classifiers. Finally, the Issuer undertakes to send to the Bondholders’ Representative, as soon as the event occurs or comes to its attention, all information regarding the breach of any of its obligations assumed under this Agreement.

 

c)              Operations with Related Persons. Not to carry out, with related persons, operations in conditions that are more unfavorable to the Issuer in relation to those that prevail in the market, as provided in Title XVI of the Public Limited Companies Act.

 

d)             Financial Ratios: Maintain the following financial relationships on the quarterly Financial Statements, presented in the form and term stipulated in Circular number eighteen hundred and seventy-nine of the twenty-fifth of April of two thousand eight and nine hundred twenty-four of the twenty-four of April of two thousand nine , Of the Superintendency of Securities and Insurance and its amendments or the standard that

 

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replaces them: (i) A level of indebtedness, measured on Financial Statements, in which the ratio of other current financial liabilities and other current financial liabilities and other financial liabilities does not Current, less cash and cash equivalent, less current financial assets of the Issuer’s Financial Statements, on the equity attributable to the owners of the parent company, does not exceed twenty times. Likewise, the obligations assumed by the Issuer as collateral, simple guarantor and / or joint liability and those in which they respond directly or indirectly to the obligations of third parties shall be added to the Liability Debt; and (ii) in accordance with the Financial Statements, to maintain assets free of any pledge, mortgage or other liens for an amount equal at least equal to the Issuer’s Liabilities.

 

e)              Trademarks. Unless expressly stated by the Bondholders’ Representative, authorized by the Extraordinary Meeting of Bondholders, with the votes representing at least fifty-one percent of the Bonds issued in circulation, which releases the Issuer from the obligation Hereinafter, it must maintain directly or through its subsidiaries the ownership of the brands  i) “Jumbo”; and ii) “Paris”.

 

f)               Contingencies. To record in its accounting records the provisions arising from adverse contingencies that, in the opinion of the Issuer, should be reflected in its accounting records.

 

g)              Guarantees. Not to grant guarantees, nor to establish as co-signer jointly in favor of third parties, except to Subsidiaries of the Issuer.

 

h)             Cencosud Retail S.A. ownership. To hold directly or indirectly shares representing at least fifty-one percent of the capital of Cencosud Retail SA, formerly known as Cencosud Supermercados SA, whose main business is the operation of self-service stores, supermarkets, distributors, large stores and Others similar, under the modality of wholesaler or retailer and their respective successors and assigns, as well as of the companies that eventually and in the future control the business areas that the company currently carries out.

 

i)                 Use of funds. Inform the Representative of the Bondholders of the effective use of the funds arising from the placement of the Bonds corresponding to the line.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants.

 

14.                According to the stated in the “Indenture”, dated on January 20, 2011; December 6, 2012 and February 12, 2015 under the bond issuances pursuant to Rule 144/A under the Securities Act, the Cencosud S.A. as the “Issuer”, and Cencosud Retail S.A. as the “Guarantor” shall comply with the following covenants:

 

I.                    Section 5.01. Payment of Securities

 

(a)             The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or a Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

 

(b)             The Company shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

 

II.               Section 5.02. Limitation on Liens

 

(a)             The Company shall not, nor shall it permit any Subsidiary to, issue, assume or suffer to exist any Indebtedness, if such Indebtedness is secured by a Lien upon any property or assets of the Company or any Subsidiary, unless, concurrently therewith, the Securities shall be secured equally and ratably with (or prior to) such Indebtedness; provided, however, that the foregoing restriction shall not apply to:

 

i.                      any Lien on property acquired, constructed, developed, extended or improved by the Company or any Subsidiary (individually or together with other Persons) after the date of this Indenture or any shares or other ownership interest in, or any Indebtedness of, any Person which holds, owns or is entitled to such property, to the extent such Lien is created, incurred or assumed (A) during the period such property was being constructed, developed, extended or improved or (B) contemporaneously with, or within 360 days after, such acquisition or the completion of such construction, development, extension or improvement in order to secure or provide for the payment of all or any part of the purchase price or other consideration of such property or the other costs of such acquisition, construction, development, extension or improvement (including costs such as escalation, interest during construction and financing and refinancing costs);

 

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ii.                   any Lien on any property or assets existing at the time of acquisition thereof and which (A) is not created as a result of or in connection with or in anticipation of such acquisition and (B) does not attach to any other property or assets other than the property or assets so acquired (except for property affixed or appurtenant thereto);

 

iii.                any Lien on any property or assets acquired from a Person which is merged with or into the Company or any Subsidiary or any Lien existing on property or assets of any Person at the time such Person becomes a Subsidiary, in either such case which (A) is not created as a result of or in connection with or in anticipation of any such transaction and (B) does not attach to any other property or assets other than the property or assets so acquired or of such Person at the time it becomes a Subsidiary (except for property affixed or appurtenant thereto);

 

iv.               any Lien which secures Indebtedness owed by a Subsidiary to the Company or any other Subsidiary;

 

v.                  any Lien securing Indebtedness of the type described in clause (a)(v) of the definition of “Indebtedness”; provided that such Indebtedness was entered into in the ordinary course of business and not for speculative purposes or the obtaining of credit;

 

vi.               any Lien in favor of any Person to secure obligations under the provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute;

 

vii.            any Lien existing on the date of this Indenture or granted pursuant to an agreement existing on the date of this Indenture;

 

viii.         Liens for taxes, assessments or governmental charges or levies if such taxes, assessments, governmental charges or levies are not at the time due and payable, or if the same are being contested in good faith by appropriate proceedings and appropriate provisions, if any, have been established as required by IFRS;

 

ix.               Liens arising solely by operation of law:

 

x.                  Liens created for the sole purpose of securing Indebtedness that, when incurred, will be applied to repay all (but not part) of the Securities and all other amounts payable under the Securities; provided that the Securities and all other such amounts are fully satisfied within 30 days after the incurrence of such Indebtedness;

 

xi.               judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceeding may be initiated has not expired and appropriate provisions, if any, have been established as required by IFRS; or

 

xii.            any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any Lien referred to in the foregoing clauses (i) through (xi) inclusive or any Lien  securing any Indebtedness that refinances, extends, renews, refunds or replaces any other Indebtedness secured in accordance with the foregoing clauses (i) through (xi) inclusive; provided that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement plus an amount necessary to pay any customary fees and expenses, including premiums and defeasance costs related to such transaction, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property) and property affixed or appurtenant thereto.

 

(b)             Notwithstanding Section 5.02(a) hereof, the Company or any Subsidiary may issue or assume Indebtedness secured by a Lien which would otherwise be prohibited under Section 5.02(a) hereof or enter into Sale and Leaseback Transactions that would otherwise be prohibited by Section 5.03 hereof; provided that the amount of such Indebtedness or the Attributable Value of such Sale and Leaseback Transaction, as the case may be, together with the aggregate amount (without duplication) of (i) Indebtedness outstanding at such time that was previously incurred pursuant to this Section 5.02(b) by the Company and the Subsidiaries, plus (ii) the Attributable Value of all such Sale and Leaseback Transactions of the Company and the Subsidiaries outstanding at such time that were previously incurred pursuant to this Section 5.02(b) shall not exceed 20 of Consolidated Net Tangible Assets at the time any such Indebtedness is issued or assumed by the Company or any Subsidiary or at the time any such Sale and Leaseback Transaction is entered into.

 

III.          Section 5.03. Limitations on Sale and Leaseback Transactions

 

The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any of their property or assets, unless (a) the Company or such Subsidiary would be entitled pursuant to Section 5.02 hereof to issue or assume Indebtedness (in an amount equal

 

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to the Attributable Value with respect to such Sale and Leaseback Transaction) secured by a Lien on such property or assets without equally and ratably securing the Securities, (b) the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined in good faith by the Board of Directors) of the property or assets so leased, (i) to the retirement, within 360 days after the effective date of such Sale and Leaseback Transaction, of (A) Indebtedness of the Company ranking at least pari passu with the Securities or (B) Indebtedness of any Subsidiary, in each case owing to a Person other than the Company or any Affiliate of the Company, or (ii) to the acquisition, purchase, construction, development, extension or improvement of any property or assets of the Company or any Subsidiary used or to be used by or for the benefit of the Company or any Subsidiary in the ordinary course of business or (c) the Company or such Subsidiary equally and ratably secures the Securities. The restrictions set forth in this Section 5.03 shall not apply to any transactions providing for a lease for a term, including any renewal, of not more than three years or to arrangements between the Company and a Subsidiary or between Subsidiaries.

 

IV.           Section 5.04. Reporting Requirements

 

(a)             So long as the Securities remain outstanding the Company shall:

 

i.                      in the event the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, furnish (or in lieu of furnishing, make accessible electronically with notice to the Trustee) to the Trustee and the Holders as follows: As soon as they are available, but in any case within 120 calendar days after the end of each fiscal year of the Company (currently expire on 31 December) copies of its audited financial statements (consolidated basis) for such fiscal year (including an income statement, a balance sheet and cash flow statement), in English, prepared in accordance with IFRS and audited by a member firm of independent accounting firm with international recognition; and

 

A.            as soon as they are available, but in any event within 120 calendar days after the end of each fiscal year of the Company (currently ending December 31), copies of its audited financial statements (on a consolidated basis) in respect of such fiscal year (including a profit and loss account, balance sheet and cash flow statement), in English, prepared in accordance with IFRS and audited by a member firm of an internationally recognized firm of independent accountants; and

 

B.            as soon as they are available, but in any event within 90 calendar days after the end of each of the first three fiscal quarters of each fiscal year of the Company, copies of its unaudited financial statements (on a consolidated basis) in respect of the relevant period (including a profit and loss account, balance sheet and cash flow statement), in English, prepared on a basis consistent with the audited financial statements of the Company and in accordance with IFRS, together with a certificate signed by the person then authorized to sign financial statements on behalf of the Company to the effect that such financial statements are true in all material respects and present fairly the financial position of the Company as at the end of, and the results of its operations for, the relevant quarterly period; and

 

ii.                   in the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

 

A.            timely file with the Commission such annual and other reports as may be required by the rules and regulations of the Commission in effect at the relevant time and in the form required thereunder, and

 

B.            unless such information is publicly available on the Commission’s EDGAR System, provide the Trustee, for further delivery to a Holder upon request by any such Holder, with copies of the reports referred to in clause (a) (ii) within 15 days after such reports are required to be filed with the Commission; and

 

iii.                so long as the Company is required to file the same with the SVS, will furnish (or in lieu of furnishing, make accessible electronically with notice to the Trustee) to the Trustee and Holders, as soon as they are available, but in any event within 120 calendar days after the end of each fiscal year of the Guarantor (currently ending December 31), copies of the Guarantor’s audited financial statements (on a consolidated basis) in respect of such fiscal year in the format required by the SVS, in English, prepared in accordance with IFRS and audited by a member firm of an internationally recognized firm of independent accountants.

 

(b)             The Trustee shall upon written request forward to each registered Holder who so requests the reports received by the Trustee under this Section 5.04.

 

(c)              The Company shall give the Trustee written notice of anytime it becomes or ceases to be subject to

 

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Section 13 or 15(d) of the Exchange Act. As of the date of this Indenture, the Company is subject to Section 13 and 15(d) of the Exchange Act.

 

(d)             Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company or the Guarantor, as applicable, with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

 

V.                Section 5.05. Additional Amounts

 

(a)             The Company shall make all payments of principal, premium, if any, and interest in respect of the Securities free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature and interest, penalties and fines in respect thereof (collectively, “Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of a Relevant Jurisdiction or by or within any political subdivision thereof or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In the event of any such withholding or deduction of Taxes, the Company or the Guarantor, as applicable, shall pay to Holders such additional amounts (“Additional Amounts”) as will result in the payment to such Holder of the net amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of:

 

i.                      any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in a Relevant Jurisdiction) between the Holder, applicable recipient of payment or beneficial owner of a Security or any payment in respect of such Security (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder, applicable recipient of payment or beneficial owner) and an authority with the power to levy or otherwise impose or assess a Tax, other than the mere receipt of such payment or the mere holding or ownership of such Security or beneficial interest or the enforcement of rights thereunder;

 

ii.                   any Taxes that would not have been so withheld or deducted if a Security had been presented for payment within 30 days after the Relevant Date (as defined below) to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had such Security been presented for payment on the last day of such 30-day period);

 

iii.                any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of a Security or any payment in respect of such Security to (A) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with a Relevant Jurisdiction; provided that such declaration or compliance was required as of the date of this Indenture as a precondition to exemption from all or part of such Taxes and the Company or the Guarantor, as applicable, has given the Holders at least 30 days prior notice that they will be required to comply with such requirements;

 

iv.               any estate, inheritance, gift, value added, sales, use, excise, transfer, capital gains, personal property or similar taxes, duties, assessments or other governmental charges;

 

v.                  any Taxes that are payable otherwise than by deduction or withholding from payments on a Security;

 

vi.               any Taxes that would not have been so imposed if the Holder had presented a Security for payment (where presentation is required) to another paying agent;

 

vii.            any payment to a Holder of a Security that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Security, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Security would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security;

 

viii.         any withholding or deduction imposed on a payment required to be made pursuant to European Council Directive 2003/48/EC or any other European Union directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such a directive;

 

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ix.               any Taxes imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the U.S. Internal Revenue Code of 1986, as amended; or

 

x.                  any combination of clauses (i) through (ix) above.

 

(b)             For the purposes of this Section 5.05, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in The City of New York, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders in accordance with this Indenture.

 

(c)              All references to principal, premium, if any, and interest in respect of the Securities shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Securities.

 

(d)             Notwithstanding the foregoing, the limitations on the obligations of the Company and the Guarantor to pay Additional Amounts set forth in clause (a)(iii) above shall not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in such clause (a)(iii) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Security (taking into account any relevant differences between U.S. and Chilean law, rules, regulations or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8BEN, W-8BENE and W-9).

 

(e)              At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the Officer’s Certificate referenced below), the Company or the Guarantor, as applicable, shall furnish to the Trustee and each Paying Agent an Officer’s Certificate instructing the Trustee and each Paying Agent whether payments of principal of or interest on the Securities due on such Interest Payment Date shall be without deduction or withholding for or on account of any Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date, such Officer’s Certificate shall specify the amount, if any, required to be withheld on such payment to Holders and certify that the Company or the Guarantor, as applicable, shall pay such withholding or deduction to the relevant taxing authority. Any Officer’s Certificate required by this Indenture to be provided to the Trustee and any Paying Agent for these purposes shall be deemed to be duly provided if telecopied to the Trustee and each Paying Agent.

 

(f)               The Company or the Guarantor, as applicable, will furnish to the Holders, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the Company or the Guarantor, as applicable, or, if such receipts are not obtainable, other evidence of such payments by the Company or the Guarantor, as applicable, reasonably satisfactory to the Holders.

 

(g)              Upon written request, the Company or the Guarantor, as applicable, shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment of Taxes.

 

(h)             The Company or the Guarantor, as applicable, shall promptly pay when due any present or future stamp, court or similar documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Security or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Chile and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Securities.

 

VI.           Section 5.06. Rule 144A Information

 

So long as the Securities are not freely transferable under the Securities Act, the Company shall take all action necessary to provide information to permit resales of the Securities pursuant to Rule 144A under the Securities Act, including furnishing to any Holder of a Security or beneficial interest in a Global Security, or to any prospective purchaser designated by such Holder, upon written request of such Holder, financial and other information required to be delivered under Rule 144A(d)(4) (as amended from time to time and including any successor provision) unless, at the time of such request, the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and including any successor provision).

 

VII.      Section 5.07. Further Instruments and Acts

 

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Upon request of the Trustee, the Company and the Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out the purpose of this Indenture.

 

VIII. Section 5.08. Statement as to Compliance

 

As promptly as practicable beginning with the fiscal year ending December 31, 2014 and in any event within 120 days after the end of such fiscal year, the Company shall deliver to the Trustee an Officer’s Certificate stating whether or not to the best knowledge of the signer thereof the Company is in compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture, and if the Company shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge.

 

IX.           Section 5.09. Corporate Existence

 

Subject to Article VI hereof, each of the Company and the Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect:

 

(a)             its existence as a corporation, and, in the case of the Company, the corporate, partnership, limited liability company or other existence of each Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company, the Guarantor or any such Subsidiary; and

 

(b)             the rights (charter and statutory), licenses and franchises of the Company and the Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Subsidiary (other than the Guarantor), if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and the Subsidiaries, taken as a whole, or would otherwise not have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Company and its Subsidiaries, taken as a whole.

 

X.                Section 5.10. Listing

 

In the event that the Securities are listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market, the Company shall use its reasonable best efforts to maintain such listing; provided that if, as a result of the European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives or legislation, the Company could be required to publish financial information either more regularly than it otherwise would be required to or according to accounting principles which are materially different from the accounting principles which the Company would otherwise use to prepare its published financial information, the Company may delist the Securities from the Official List of the Luxembourg Stock Exchange in accordance with the rules of the exchange and seek an alternative admission to listing, trading and/or quotation for the Securities on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as the Board of Directors may decide.

 

XI.           Section 6.01. When the Company or the Guarantor May Merge or Transfer Assets.

 

(a)             Neither the Company nor, until the release of the Subsidiary Guarantee in accordance with the provisions of Section 11.07, the Guarantor, shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

 

i.                      the successor Person (the “Surviving Person”) is a Person existing under the laws of Chile or the United States (or any State thereof or the District of Columbia) and expressly assumes, by a supplemental indenture, the due and punctual payment of the principal, premium, if any, and interest (and Additional Amounts, if any) on all the outstanding Securities and the performance of every covenant in this Indenture on the part of the Company or the Guarantor, as applicable, to be performed or observed;

 

ii.                   immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and

 

iii.                the Company or the Guarantor, as applicable, has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the provisions of this Section 6.01 relating to such transaction.

 

(b)             In case of any consolidation, merger, conveyance or transfer (other than a lease) that complies with

 

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Section 6.01(a) hereof, the Surviving Person shall succeed to and be substituted for the Company, as obligor, or the Guarantor, as guarantor, as applicable, on the Securities, with the same effect as if it had been named in this Indenture as such obligor or guarantor, as applicable.

 

As of December 31, 2016 and 2015, the Company was in compliance with the aforementioned financial debt covenants and managing commitments.

 

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18                                   Trade accounts payable and other payables

 

The detail of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

 

 

As of December 31,

 

 

 

Current

 

Non-current

 

Account

 

2016

 

2015

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Trade payable

 

1,726,983,368

 

1,622,571,864

 

191,397

 

571,936

 

Withholdings

 

199,863,684

 

233,952,931

 

4,612,328

 

3,931,055

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,926,847,052

 

1,856,524,795

 

4,803,725

 

4,502,991

 

 

The main suppliers of Cencosud S.A. are as follows: Agrosuper Com. de Alimentos Ltda., Nestlé Chile S.A., Cervec y Malteria Quilmes SAI ,Unilever Chile S.A., Samsung Electronics Chile, Comercial Santa Elena S.A., Unilever Argentina S.A., Empresas Carozzi S.A., Mastellone Hnos. S.A.,  CMPC Tissue S.A.,Watt´s Comercial S.A., Samsung Electronics Colombia, BRF S.A., Sancor Cooperativas Unidas Ltda., LG Electronics Colombia Ltda., LG Electronics Inc. Chile Ltda., Cooperativa Agrícola y  Lechera de la Unión Ltda.,  JBS S.A., Embotelladora Andina S.A., Danone Argentina S.A.

 

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19                                   Provisions and other liabilities

 

19.1                         Provisions

 

19.1.1               The composition of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

 

 

As of December 31,

 

 

 

Current

 

Non-current

 

Accruals and provision

 

2016

 

2015

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Legal claims provision(1)

 

10,340,136

 

12,301,212

 

58,005,001

 

65,515,010

 

Onerous contracts provision(2)

 

1,439,298

 

3,340,749

 

10,251,159

 

12,673,576

 

 

 

 

 

 

 

 

 

 

 

Total

 

11,779,434

 

15,641,961

 

68,256,160

 

78,188,586

 

 

The following table shows the civil, labor and tax proceedings faced by the Company and its subsidiaries (by country). The proceedings comprising each category are those that present probable occurrence likelihood and the amount of loss can be quantified or estimated.

 

 

 

Provision Legal Claims

 

Exposure

 

 

 

Civil

 

Labor

 

Tax

 

Total

 

Current

 

Non-current

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Total as of December 31,2016

 

28,708,673

 

21,405,740

 

18,230,724

 

68,345,137

 

10,340,136

 

58,005,001

 

Total as of December 31,2015

 

40,771,526

 

21,779,689

 

15,265,007

 

77,816,222

 

12,301,212

 

65,515,010

 

 

Provision By Country

 

December 31, 2016
ThCh$

 

December 31,2015
ThCh$

 

Chile

 

15,351,464

 

11,910,013

 

Argentina

 

19,260,544

 

32,492,814

 

Brazil

 

29,078,658

 

26,230,753

 

Peru

 

673,291

 

1,180,867

 

Colombia

 

3,981,180

 

6,001,775

 

Total Provision

 

68,345,137

 

77,816,222

 

 


(1) The nature of these obligations is as follows:

 

Civil provision: This primarily corresponds to civil and commercial trials that mainly deal with claims from customers, defects in products, accidents of customers in the stores and law suits related with customer service.

 

Labor provision: This primarily corresponds to staff severance indemnities and salary disputes from former employees.

 

Tax provision: This primarily corresponds to tax claims in the countries in which the Company operates.

 

(2) Provisions for onerous contracts

 

The provisions recorded under this concept correspond mainly to the excess over the fair value payable related to onerous lease contracts recorded in business combinations.

 

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19.2                         Movement of provisions:

 

Provision type

 

Legal claims

 

Onerous
contracts

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial Balance January 1, 2016

 

77,816,222

 

16,014,325

 

93,830,547

 

 

 

 

 

 

 

 

 

Movements in Provisions:

 

 

 

 

 

 

 

Creation of additional provisions

 

8,075,575

 

 

8,075,575

 

Increase and decrease in existing provisions

 

578,142

 

(4,323,868

)

(3,745,726

)

Application of provision

 

(12,127,645

)

 

(12,127,645

)

Reversal of unused provision

 

(2,504,731

)

 

(2,504,731

)

Increase (decrease) in foreign exchange rate

 

(3,492,426

)

 

(3,492,426

)

 

 

 

 

 

 

 

 

Changes in provisions, total

 

(9,471,085

)

(4,323,868

)

(13,794,953

)

 

 

 

 

 

 

 

 

Total provision, closing balance as of December 31, 2016

 

68,345,137

 

11,690,457

 

80,035,594

 

 

Provision type

 

Legal claims

 

Onerous
contracts

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial Balance January 1, 2015

 

99,340,184

 

20,623,153

 

119,963,337

 

 

 

 

 

 

 

 

 

Movements in Provisions:

 

 

 

 

 

 

 

Creation of additional provisions

 

14,695,645

 

 

14,695,645

 

Decrease in existing provisions

 

(13,713,948

)

(4,148,990

)

(17,862,938

)

Application of provision

 

(4,780,907

)

 

(4,780,907

)

Reversal of unused provision

 

(3,034

)

 

(3,034

)

Increase (decrease) in foreign exchange rate

 

(17,721,718

)

(459,838

)

(18,181,556

)

 

 

 

 

 

 

 

 

Changes in provisions, total

 

(21,523,962

)

(4,608,828

)

(26,132,790

)

 

 

 

 

 

 

 

 

Total provision, closing balance as of December 31, 2015

 

77,816,222

 

16,014,325

 

93,830,547

 

 

Provision type

 

Legal claims

 

Onerous
contracts

 

Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Initial Balance January 1, 2014

 

109,180,802

 

25,448,067

 

134,628,869

 

 

 

 

 

 

 

 

 

Movements in Provisions:

 

 

 

 

 

 

 

Creation of additional provisions

 

15,688,454

 

 

15,688,454

 

Decrease in existing provisions

 

(9,569,206

)

(4,410,328

)

(13,979,534

)

Application of provisions

 

(11,984,434

)

 

(11,984,434

)

Reversal of unused provision

 

(1,836,299

)

(414,586

)

(2,250,885

)

Increase (decrease) in foreign exchange rate

 

(2,139,133

)

 

(2,139,133

)

 

 

 

 

 

 

 

 

Changes in provisions, total

 

(9,840,618

)

(4,824,914

)

(14,665,532

)

 

 

 

 

 

 

 

 

Total provision, closing balance as of December 31, 2014

 

99,340,184

 

20,623,153

 

119,963,337

 

 

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20                                   Other non-financial liabilities

 

The composition of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Customer loyalty program

 

12,477,063

 

11,409,811

 

Guarantee deposits

 

10,312,460

 

8,223,557

 

Minimum accrual dividend

 

357,939

 

 

Other

 

3,830,215

 

1,592,181

 

 

 

 

 

 

 

Total Other non-financial Liabilities, current

 

26,977,677

 

21,225,549

 

 

 

 

 

 

 

Guarantee deposits

 

14,256,800

 

14,174,590

 

Prepaid Commissions

 

56,001,514

 

35,600,722

 

Other

 

9,132,117

 

7,786,725

 

 

 

 

 

 

 

Total Other non-financial Liabilities, non-current

 

79,390,431

 

57,562,037

 

 

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21                                   Current provisions for employee benefits

 

21.1 Vacations and bonuses

 

The composition of this item as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Employees’ vacation

 

61,740,743

 

58,156,253

 

Profit sharing and bonuses

 

44,756,096

 

39,732,789

 

 

 

 

 

 

 

Total current provisions for employee benefits

 

106,496,839

 

97,889,042

 

 

The amount of accrual liabilities for vacations is calculated in accordance with current Chilean legislation on an accrual basis. The bonuses relate to the amount that is paid the following year with respect to compliance with annual targets, which can be estimated reliably.

 

21.2 Other employee benefits

 

a)             Description and conditions

 

Up to the 2016 financial year, the Group contributed to a post-employment and retirement benefit plans in Brazil, which used to be accounted for as defined benefit plan. These plans used to entitle the employees to receive certain benefits and pension payments after the respective vesting periods were fulfilled.

 

These defined benefits were implemented through pension plans where the company committed to provide benefits in the post-employment period.

 

During 2016, the early settlement of the obligations to the employees associated with these plans was effected, so that at the end of the year these obligations are no longer maintained.

 

The benefits on which the Group used to contribute were as follows:

 

Benefits

 

Conditions

 

 

 

 

 

Pension due to an early retirement

 

Retirement at age 55 and 5 years of service.

 

Pension due to disability

 

1 year of service

 

Death benefits

 

1 year of service

 

Other benefits

 

Retirement at age 55 and 5 years of service.

 

Death pension

 

1 year of enrollment in the benefit plan

 

 

The defined benefit plan exposed the Group to risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

 

b)             Funding

 

The Group had two types of benefit plans in Brazil; a) benefit plan in which employees contribute, and b) benefits in which employees don’t make any contributions.

 

For plans in which the employees contribute: the contribution is conditioned to the formal adherence to the plan, the employees contribute with a 6% limit of their monthly salary, receiving in exchange an equal contribution from the employer (Cencosud Brazil). Furthermore, the employee receives a return from the plan asset.

 

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Plan assets:

 

 

 

December 31, 2016

 

December 31, 2015

 

Suppliers

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment funds — fixed income

 

 

 

 

 

1,600,789

 

 

 

1,600,789

 

Investments funds — Equity

 

 

 

 

 

480,591

 

 

 

480,591

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

2,081,380

 

 

 

2,081,380

 

 

The investment strategy of the plans seeks to maximize the return on investment and minimize risks. Asset allocation entails less exposure to equities in order to resemble market conditions and short-term provisions.

 

c)              Movement in net defined benefit (asset) liability

 

 

 

Defined benefit obligation

 

Fair value of plan assets

 

Net defined benefit
liability (asset)

 

 

 

ChTh$

 

ChTh$

 

ChTh$

 

ChTh$

 

ChTh$

 

ChTh$

 

Movements

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

Balance at January 1

 

2,914,669

 

1,727,929

 

(3,031,548

)

(1,823,972

)

(116,879

)

(96,043

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

27,207

 

286,550

 

 

 

27,207

 

286,550

 

Interest cost (Income)

 

34,520

 

149,627

 

(48,388

)

(385,541

)

(13,868

)

(235,914

)

Included in profit of loss

 

61,727

 

436,177

 

(48,388

)

(385,541

)

13,339

 

50,636

 

Re-measurement loss (gain):

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial loss (gain)

 

 

 

 

 

 

 

 

 

 

 

 

 

Demographic assumptions

 

2,669,170

 

1,143,561

 

 

 

2,669,170

 

1,143,561

 

Financial assumptions

 

 

 

 

 

 

 

Experience adjustment

 

 

 

 

 

 

 

Return on plan assets

 

 

 

(1,516,465

)

(623,471

)

(1,516,465

)

(623,471

)

Exchange rates

 

664,433

 

(392,998

)

(467,712

)

399,201

 

196,721

 

6,203

 

Included in OCI

 

3,333,603

 

750,563

 

(1,984,177

)

(224,270

)

1,349,426

 

526,293

 

Contributions paid by employer

 

 

 

 

(597,765

)

 

(597,765

)

Early settlement

 

(6,309,999

)

 

4,969,282

 

 

(1,340,717

)

 

Benefits paid

 

 

 

94,831

 

 

94,831

 

 

Total other

 

(6,309,999

)

 

5,064,113

 

(597,765

)

(1,245,886

)

(597,765

)

Balance at December 31

 

 

2,914,669

 

 

(3,031,548

)

 

(116,879

)

 

d)             Actuarial assumptions

 

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages)

 

Assumptions

 

31/12/2015

 

Discount rate

 

12.58

 

Inflation

 

5.0

 

Salaries growth rate

 

6.16

 

 

e)              Sensitivity analysis

 

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

 

 

 

Defined benefit obligation

 

December 31, 2016

 

Increase
ThCh$

 

Decrease
ThCh$

 

Discount rate (0.5 movement)

 

 

 

 

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Defined benefit obligation

 

 

 

December 31, 2015

 

Increase
ThCh$

 

Decrease
ThCh$

 

 

Discount rate (0.5 movement)

 

(97,974

)

107,669

 

 

 

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22                                   Other current and non-current non-financial assets

 

The composition of the item as of December 31, 2016 and 2015 is as follows:

 

 

 

As of December 31,

 

Other non-financial assets, current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Lease and other guarantee deposits

 

12,155,652

 

4,251,300

 

Pre-paid rent

 

2,896,243

 

1,406,997

 

Pre-paid insurance

 

8,576,384

 

8,783,733

 

 

 

 

 

 

 

Total

 

23,628,279

 

14,442,030

 

 

 

 

As of December 31,

 

Other non-financial assets, non-current

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Lease guarantees

 

10,694,835

 

7,265,156

 

Pre-paid rent

 

41,196,894

 

24,032,777

 

Other

 

443,546

 

609,836

 

 

 

 

 

 

 

Total

 

52,335,275

 

31,907,769

 

 

As of December 31, 2016 and 2015, no significant differences exist between the carrying value of current and non-current non-financial assets, and their fair value.

 

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23                                  Net equity

 

The objectives of the Cencosud Group regarding capital management are to safeguard its capacity to continue as a going concern, ensuring appropriate returns for its shareholders and benefits for other stakeholders, and maintaining an optimum capital structure while reducing capital costs.

 

Capital management

 

The Group’s objective regarding capital management is to safeguard the capacity to continue ensuring appropriate returns for the shareholders and benefits for other stakeholders, and maintaining an optimum capital structure while reducing capital costs.

 

In line with the industry, the Company monitors its capital using a leverage ratio calculation. This ratio is calculated by dividing net financial debt by total equity. The Company defines net financial debt as total financial liabilities (a) less (i) total cash and cash equivalents, (ii) total other financial assets, current and non-current, and (iii) other financial liabilities, current and non-current, from Banco Paris and Banco Peru, (b) plus (i) cash and cash equivalents from Banco Paris and Banco Peru and (ii) total other financial assets, current and non-current, from Banco Paris and Banco Peru. Total financial liabilities is defined as Other financial liabilities, current, plus Other financial liabilities, non-current.

 

In accordance with the above, the Company combines different financing sources, such as: capital increases, operating cash flows, bank loans and bonds.

 

Management’s strategy for indebtedness is to hold the majority of the Company’s debt in local currencies, with a target ratio of debt denominated in foreign currency of 10% to 15% of our total financial liabilities.

 

In case of increased liquidity needs, the Company may obtain funding primarily through short-term bank borrowings, overdraft lines of credit and by reducing our cash outflows, primarily by reducing or suspending advance payments to suppliers. The Company’s liquidity internal policies are disclosed in Note 3.2.1.7. Liquidity risk.

 

Management of debt and liquidity takes into account the contractual financial covenants, maintaining a safety margin in order to avoid breaching these parameters.

 

23.1                        Paid-in capital

 

As of December 31, 2016, the issued and paid shares were 2,862,536,947 (2,828,723,963 as of December 31, 2015).

 

As of June 22, 2012, the Company proceeded to increase the authorized Capital through the issuance of 270,000,000 of shares, without a par value and in a unique series, as agreed at the shareholders meeting held on April 29th, 2011 which complemented and modified preliminary agreements made at extraordinary shareholders meetings on March 1st and May 15th of 2012. 27,000,000 shares out of the capital increase were set aside to offer them in a stock option plan for the Company’s upper management.

 

The referential share price reported to the SVS (Superintendencia de Valores y Seguros) was ThCh$ 3,555.56. The final issue share price was ThCh$2,600 per share.

 

In connection with the share issuance, 59,493,000 shares were issued in the United States of America in the form of American Depositary Shares (ADSs) and the remaining 210,507,000 shares were issued in the local market in Chile.

 

At the extraordinary shareholders meeting held on November 20, 2012, the shareholders agreed to increase capital by ThCh$835,000,000 through the issuance of 332,987,717 of shares in one series and without a par value. 10% out of the total issuance was set aside to offer them in a stock option plan for employees, the remaining of the shares was offered to the Company’s shareholders.

 

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The following table shows the movement of the fully paid shares described above between January 1, 2014 and December 31, 2016

 

Movement of paid shares

 

No of
shares

 

Shares
Issuances
(Th$)

 

Shares
premium
(Th$)

 

 

 

 

 

 

 

 

 

Paid shares as of January 1, 2014

 

2,828,723,963

 

2,321,380,936

 

526,633,344

 

Paid shares as of December 31, 2014

 

2,828,723,963

 

2,321,380,936

 

526,633,344

 

Paid shares as of January 1, 2015

 

2,828,723,963

 

2,321,380,936

 

526,633,344

 

Paid shares as of December 31, 2015

 

2,828,723,963

 

2,321,380,936

 

526,633,344

 

Paid shares as of January 1, 2016

 

2,828,723,963

 

2,321,380,936

 

526,633,344

 

Stock options issuance 2016

 

33,812,984

 

99,183,799

 

(65,331,247

)

Paid shares as of December 31, 2016

 

2,862,536,947

 

2,420,564,735

 

461,302,097

 

 

23.2                         Authorized shares

 

The following table shows the movement of the fully authorized shares between January 1, 2014 and December 31, 2016:

 

Movement of authorized shares

 

No of
shares

 

Authorized shares as of January 1, 2014

 

2,889,022,734

 

Authorized shares as of January 1, 2015

 

2,889,022,734

 

Authorized shares as of December 31, 2015

 

2,889,022,734

 

Authorized shares as of January 1, 2016

 

2,889,022,734

 

Expired sahres as of April 29, 2016

 

(13,264,341

)

Authorized shares as of December 31, 2016

 

2,875,758,393

 

 

As of December 31, 2016, 13,221,446 issued shares were pending of subscription and payment, of which expiration will be on November 20, 2017. As of December 31, 2015, 60,298,771 issued shares were pending of subscription and payment, of which 27,000,000 and 33,298,771 were going to expire on April 29, 2016 and November 20, 2017 respectively.

 

23.3                        Dividends

 

The dividend distribution policy adopted by Cencosud S.A. establishes the payment of dividends of 30 percent of the distributable net profits.

 

In relation to SVS Ruling No. 1945, on October 29, 2010, the Company’s Board of Directors agreed that the net distributable profits for the year 2010 and following years will be the figure reflected in the financial statements as “profit for the year attributable controlling shareholders”, excluding the unrealized result for fair value appraisal of investment properties, net of deferred taxes.

 

The Board of Directors ordinary session held on March 27, 2015 agreed to propose to the Ordinary Shareholders Meeting, to be held on April 24, 2015, to distribute a dividend of Ch$ 20.59906 per share, chargeable to the 2014 net profits. The shareholders’ meeting approved the proposed dividend, and made clear that the final dividend considers the former payment of an interim dividend of Ch$8 per share paid in December 3, 2014. This final dividend was paid to shareholders from May 13, 2015.

 

On October 30th, 2015, the Board of Directors agreed on distributing an interim dividend of Ch$16 per share in relation to the profits of 2015. This dividend was paid to the shareholders from December 4, 2015.

 

On April 29, 2016, the Ordinary Shareholders Meeting agreed on distributing a definitive dividend in relation to the profits of 2015 amounted to Ch$ 73,684,179,628, which represents about to 80.55% of the distributable profit. This also represents a dividend of Ch$ 25.92268 per share. The aforementioned distribution of profits shall be

 

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made by: (i) the distribution of an additional dividend in the amount of Ch$ 10 per share, after accounting for plus (ii) the distribution of an interim dividend of Ch$ 16 per share already paid from December 4, 2015.

 

In addition, the Shareholders Meeting approved an extraordinary dividend in the amount of Ch$ 50 per share, chargeable to retained earnings from previous years, reducing the reserve fund for future dividends amounted to Ch$ 142,122,981,100. The payment of the above dividend will be made from May 17, 2016.

 

On November 2, 2016, the Board of Directors agreed on distributing an interim dividend of Ch$20 per share in relation to the profits of 2016. This dividend was paid to the shareholders from December 7, 2016.

 

The company recorded a minimum dividend by Th$Ch$ 357,939 at December 31, 2016. No recognition was done as of December 31, 2015, being that the interim dividend paid during 2015 exceeded the distributable minimum dividend calculated on the 2015 liquid profits.

 

The total charge to equity as of December 31, 2016 was ThCh$ 227,755,932 (ThCh$ 67,295,731 as of December 31, 2015.

 

23.4                        Reserves

 

Reserves are described as follows:

 

a)                      Revaluation surplus: Corresponds to revaluation of property, plant and equipment items transferred to investment properties during the year as a result of a change in their usage.

 

b)                      Currency translation reserve: This item includes the exchange rate differences resulted from the conversion of the financial statement of all subsidiaries from their functional currency into the presentation currency of the Group.

 

c)                       Hedging reserves: This reserve includes the effect of the changes in the fair value of certain financial instruments used as cash flow hedges and deemed as effective. These reserves are transferred to income of the period at the end of the life of the instruments’ contracts when the hedged cash flow is realized.

 

d)                      Actuarial gain (loss) reserve: This reserve is composed of the actuarial gains (losses) and the effect from the return on the pension plan asset that have been recognized over the past two year in relation to the Company’s pension plan Brazil.

 

e)                       Shared based payments reserves: This reserve is originated from the share-based compensation options plan for executives of Cencosud S.A. and subsidiaries maintained by the Company.

 

f)                        Other reserves: The initial balance shows the effect of the elimination of price-level restatement of book-basis capital under IFRS for the transition year. As of December 31, 2016 and December 31, 2015, no significant changes were observed.

 

Movements of reserves between January 1, 2016 and December 31, 2016 are as follows:

 

Reserve movement

 

Revaluation
surplus

 

Translation

 

Hedging
reserves

 

Actuarial
gain (loss)
reserves

 

Shared
based
payments
reserves

 

Other
reserves

 

Total
reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial balance current period January 1, 2016

 

 

(1,187,109,821

)

14,859,584

 

(229,427

)

19,276,599

 

(52,476,934

)

(1,205,679,999

)

Change in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in reserves

 

18,435,465

 

(63,537,176

)

(134,093,256

)

(1,349,426

)

 

 

180,544,393

 

Deferred taxes

 

(4,182,452

)

 

33,708,201

 

458,805

 

 

 

29,984,554

 

Reclassification to profit or loss of reserves

 

 

 

83,482,367

 

 

 

 

83,482,367

 

Reclassification of deferred taxes related to reserves

 

 

 

(20,035,768

)

 

 

 

(20,035,768

)

Other comprehensive (loss) profit

 

14,253,013

 

(63,537,176

)

(36,938,456

)

(890,621

)

 

 

87,113,240

 

Transfer from retained earnings

 

 

 

 

 

7,673,363

 

 

7,673,363

 

Decrease) from changes in ownership interest in subsidiaries that do not result in loss of control

 

 

 

 

 

 

(1,214,296

)

(1,214,296

)

Non-controlling interests

 

(865

)

265,334

 

 

 

 

 

 

 

52,597

 

317,066

 

Total changes in equity

 

14,252,148

 

(63,271,842

)

(36,938,456

)

(890,621

)

7,673,363

 

(1,161,699

)

(80,337,107

)

Closing balance of current year, December 31, 2016

 

14,252,148

 

(1,250,381,663

)

(22,078,872

)

(1,120,048

)

26,949,962

 

(53,638,633

)

(1,286,017,106

)

 

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Movements of reserves between January 1, 2015 and December 31, 2015 are as follows:

 

Reserve movement

 

Revaluation
surplus

 

Translation

 

Hedging
reserves

 

Actuarial
gain (loss)
reserves

 

Shared
based
payments
reserves

 

Other
reserves

 

Total
reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial balance current period January 1, 2015

 

 

(696,546,714

)

13,202,220

 

117,926

 

13,458,245

 

(52,476,934

)

(722,245,257

)

Change in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Decrease) increase in reserves

 

 

(490,709,278

)

203,521,764

 

(526,293

)

 

 

 

 

(287,713,807

)

Deferred taxes

 

 

 

(46,094,010

)

1178,940

 

 

 

 

 

(45,915,070

)

Reclassification to profit or loss of reserves

 

 

 

(200,994,052

)

 

 

`

 

 

 

(200,994,052

)

Reclassification of deferred taxes related to reserves

 

 

 

45,223,662

 

 

 

 

 

 

 

45,223,662

 

Other comprehensive (loss) profit

 

 

(490,709,278

)

1,657,364

 

(347,353

)

 

 

 

 

(489,399,267

)

Transfer to (from) retained earnings

 

 

 

 

 

 

 

 

5,818,354

 

 

 

5,818,354

 

Non-controlling interests

 

 

 

146,171

 

 

 

 

 

146,171

 

Total changes in equity

 

 

(490,563,107

)

1,657,364

 

(347,353

)

5,818,354

 

 

 

(483,434,742

)

Closing balance of current year, December 31, 2015

 

 

(1,187,109,821

)

14,859,584

 

(229,427

)

19,276,599

 

(52,476,934

)

(1,205,679,999

)

 

Movements of reserves between January 1, 2014 and December 31, 2014 are as follows:

 

Reserve movement

 

Revaluation
surplus

 

Translation

 

Hedging
reserves

 

Actuarial
gain (loss)
reserves

 

Shared
based
payments
reserves

 

Other
reserves

 

Total
reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial balance current period January 1, 2014

 

 

(615,316,151

)

20,525,986

 

402,512

 

10,636,164

 

(52,479,121

)

(636,230,610

)

Change in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in reserves

 

 

(81,230,563

)

132,438,007

 

(431,191

)

 

 

 

 

50,776,253

 

Deferred taxes

 

 

 

 

(28,980,512

)

146,605

 

 

 

 

 

(28,833,907

)

Reclassification to profit or loss of reserves

 

 

 

 

(140,229,444

)

 

 

 

 

 

 

(140,229,444

)

Reclassification of deferred taxes related to reserves

 

 

 

 

29,448,183

 

 

 

 

 

 

 

29,448,183

 

Other comprehensive (loss) profit

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

 

 

(88,838,915

)

Transfer from retained earnings

 

 

 

 

 

2,822,081

 

 

2,822,081

 

Increase from changes in ownership interest in subsidiaries that do not result in loss of control

 

 

 

 

 

 

2,187

 

2,187

 

Total changes in equity

 

 

(81,230,563

)

(7,323,766

)

(284,586

)

2,822,081

 

2,187

 

(86,014,647

)

Closing balance of current year, December 31, 2014

 

 

(696,546,714

)

13,202,220

 

117,926

 

13,458,245

 

(52,476,934

)

(722,245,257

)

 

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23.5                        Non-controlling interest

 

Details of the non-controlling shares as of December 31, 2016 and 2015 are as follows:

 

 

 

Non-controlling
Interest
Dec 31,

 

Non-controlling
Interest
Dec 31,

 

As of December 31,

 

Company 

 

2016

 

2015

 

2016

 

2015

 

 

 

%

 

%

 

ThCh$

 

ThCh$

 

Cencosud Shoppings Centers S.A.

 

0.00004

 

0.00004

 

479

 

415

 

Mercado Mayorista P y P Ltda.

 

10.00000

 

10.00000

 

93,871

 

93,871

 

Easy Retail S.A.

 

0.07361

 

0.42500

 

18,795

 

324,244

 

Comercial Food and Fantasy Ltda.

 

10.00000

 

10.00000

 

 

(24,643

)

Administradora del Centro Comercial Alto Las Condes Ltda.

 

55.00000

 

55.00000

 

(1,608,229

)

(1,613,621

)

Cencosud Retail S.A.

 

0.03900

 

0.03906

 

231,864

 

194,291

 

Jumbo Retail Argentina S.A.

 

0.07600

 

0.07600

 

54,816

 

91,502

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

(1,208,404

)

(933,941

)

 

 

 

Non-
controlling
Interest

 

Non-
controlling
interest

 

Non-
controlling
interest

 

Results

 

Company

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

 

 

%

 

%

 

%

 

ThCh$

 

ThCh$

 

ThCh$

 

Cencosud Shoppings Centers S.A.

 

0.00004

 

0.00004

 

0.00004

 

59

 

52

 

24

 

Cencosud Internacional Ltda.

 

0.00000

 

0.00000

 

0.00000

 

 

 

1,027

 

Costanera Center S.A.

 

0.00000

 

0.00000

 

0.00004

 

 

 

8

 

Mercado Mayorista P y P Ltda.

 

0.00000

 

0.00000

 

10.00000

 

 

 

 

Easy Retail S.A.

 

0.07361

 

0.42500

 

0.42500

 

7,787

 

57,604

 

95,558

 

Comercial Food and Fantasy Ltda.

 

10.00000

 

10.00000

 

10.00000

 

 

5,748

 

29,023

 

Administradora del Centro Comercial Alto Las Condes Ltda.

 

55.00000

 

55.00000

 

55.00000

 

5,392

 

(46,064

)

(881,525

)

Cencosud Retail S.A.

 

0.03900

 

0.03906

 

0.03906

 

45,434

 

27,476

 

26,331

 

Jumbo Retail Argentina S.A.

 

0.07600

 

0.07600

 

0.07600

 

(16,069

)

(802

)

(18,800

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

42,603

 

44,014

 

(748,354

)

 

During 2016 the Company acquired an additional interest in Easy S.A. (Easy S.A. was latterly merged out by incorporation to Easy Retail S.A. as explained in Note 2.4.1). As a result of this transaction an impact of ThCh 1,161,699 attributable to Parent Company´s shareholders was recognized in equity.

 

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24                                  Income

 

The breakdown of ordinary income is as follows:

 

 

 

For the year ended December 31,

 

Income by nature

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Sale of goods

 

9,909,089,911

 

10,566,453,580

 

10,376,295,411

 

Services rendered(**)

 

240,691,021

 

350,524,624

 

307,290,878

 

Commission(*)

 

11,337,059

 

21,577,463

 

31,099,176

 

Interests income

 

171,883,443

 

113,541,659

 

198,169,776

 

Income from discontinued operation

 

 

(60,759,616

)

(201,825,995

)

 

 

 

 

 

 

 

 

Total

 

10,333,001,434

 

10,991,337,710

 

10,711,029,246

 

 


(*)         Includes revenues from family entertainment centers and customer loyalty program.

 

(**)  Includes lease revenues from Shopping Centers

 

100% of the sales made in each country where the Group operates are received in local currency.

 

24.1                        Agreements between the Group; Banco Colpatria Red Multibanca S.A. (“Colpatria”; )and Banco Bradesco S.A. (“Bradesco”) in its subsidiaries in Colombia and Brazil respectively, collectively, the “Banks”.

 

The Company entered into agreements with Colpatria and Bradesco wih the purpose to hold the exclusive rights to place and operate a mixed-brand name credit card business in Colombia and Brazil, respectively, as well as the offering of certain financial servicess of these Banks among customers of the Company. Profits or losses (which include interests and commissions, operating and funding costs, provision for uncollectibility risk, administrative and sales expenses and other expenses) are distributed equally between the parties on a quarterly basis.

 

The Company owns 50% of the credit risk associated with the mentioned credit card business, including defaults in payment and losses

 

The original contract with Colpatria had an initial term of 5 years since December 16, 2011 and provides for an automatic extension for periods of 1 year. The contract with Bradesco has duration of 16 years, counted from the date of its signature.

 

The Company entered into 15 year term new contract with Colpatria, beginning on January 1, 2017 involving a one-time payment from Colpatria to Cencosud amounting ThCh$ 19,000,000. Such revenue is to be recognized on an accrual basis during the term of the contract.

 

Total income from ordinary activities recognized through Colpatria agreement amounted to ThCh $ 3,880,173 and ThCh $ 5,653,587 for the years ended December 31, 2016 and 2015, respectively.

 

Total income from ordinary activities recognized through Bradesco agreement amounted to ThCh $ 1,919,500 and ThCh $ 5,056,751 for the years ended December 31, 2016 and 2015, respectively.

 

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25                                  Breakdown of significant results

 

The items by function from the Statements of Income are described as follows in 25.1, 25.2 and 25.3.

 

 

 

For the year ended December 31,

 

Expenses by nature of integral income by function

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Cost of sales

 

7,356,471,437

 

7,813,225,785

 

7,827,431,886

 

Distribution cost

 

26,817,851

 

27,869,865

 

26,653,898

 

Administrative expenses

 

2,325,903,847

 

2,473,335,481

 

2,274,046,291

 

Other expenses (*)

 

170,659,033

 

174,280,483

 

182,076,769

 

 

 

 

 

 

 

 

 

Total

 

9,879,852,168

 

10,488,711,614

 

10,310,208,844

 

 


(*)         Mainly includes marketing expenses.

 

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Table of Contents

 

25.1                         Expenses by nature

 

The following is a breakdown of the main operating and management costs and expenses of the Cencosud Group for the following periods:

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

Expenses by

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

nature

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Cost of goods sold

 

6,857,704,962

 

 

6,857,704,962

 

7,351,891,515

 

 

7,351,891,515

 

7,390,481,785

 

 

7,390,481,785

 

Other cost of sales

 

498,766,475

 

 

498,766,475

 

481,734,294

 

(20,400,024

)

461,334,270

 

492,749,104

 

(55,799,003

)

436,950,101

 

Personnel expenses

 

1,407,920,316

 

 

1,407,920,316

 

1,566,138,658

 

(8,616,416

)

1,557,522,242

 

1,463,788,463

 

(37,077,303

)

1,426,711,160

 

Depreciation and amortization

 

227,713,419

 

 

227,713,419

 

219,205,342

 

(715,030

)

218,490,312

 

202,342,813

 

(2,299,772

)

200,043,041

 

Distribution cost

 

26,817,851

 

 

26,817,851

 

27,869,865

 

 

27,869,865

 

26,653,898

 

 

26,653,898

 

Other expenses

 

170,659,033

 

 

170,659,033

 

174,280,483

 

 

174,280,483

 

195,747,099

 

(13,670,330

)

182,076,769

 

Cleaning

 

72,732,141

 

 

72,732,141

 

81,141,367

 

(23,750

)

81,117,617

 

75,541,300

 

(70,415

)

75,470,885

 

Safety and security

 

61,415,993

 

 

61,415,993

 

70,546,449

 

(25,803

)

70,520,646

 

61,630,026

 

(69,828

)

61,560,198

 

Maintenance

 

84,015,568

 

 

84,015,568

 

89,496,072

 

(493,522

)

89,002,550

 

87,680,995

 

(934,684

)

86,746,311

 

Professional fees

 

80,258,121

 

 

80,258,121

 

80,276,695

 

(687,767

)

79,588,928

 

81,768,457

 

(2,811,581

)

78,956,876

 

Bags for Customers

 

19,474,469

 

 

19,474,469

 

23,790,414

 

 

23,790,414

 

25,258,963

 

 

25,258,963

 

Credit card commission

 

104,245,054

 

 

104,245,054

 

105,922,156

 

(11,352

)

105,910,804

 

89,437,729

 

 

89,437,729

 

lease

 

192,951,505

 

 

192,951,505

 

187,290,287

 

(548,126

)

186,742,161

 

190,337,568

 

(2,011,677

)

188,325,891

 

Other

 

75,177,261

 

 

75,177,261

 

66,899,255

 

(6,249,448

)

60,649,807

 

51,719,851

 

(10,184,614

)

41,535,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

9,879,852,168

 

 

9,879,852,168

 

10,526,482,852

 

(37,771,238

)

10,488,711,614

 

10,435,138,051

 

(124,929,207

)

10,310,208,844

 

 

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25.2                         Personnel expenses

 

The following is a breakdown of personnel expenses for the following periods:

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Personal Expenses

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Salaries

 

1,137,238,659

 

 

1,137,238,659

 

1,234,606,918

 

(7,755,321

)

1,226,851,597

 

1,161,612,487

 

(31,847,526

)

1,129,764,961

 

Short-term employee benefits

 

241,018,372

 

 

241,018,372

 

261,573,693

 

(444,059

)

261,129,634

 

270,153,015

 

(4,028,624

)

266,124,391

 

Termination benefits

 

29,663,285

 

 

29,663,285

 

69,958,047

 

(417,036

)

69,541,011

 

32,022,961

 

(1,201,153

)

30,821,808

 

Total

 

1,407,920,316

 

 

1,407,920,316

 

1,566,138,658

 

(8,616,416

)

1,557,522,242

 

1,463,788,463

 

(37,077,303

)

1,426,711,160

 

 

25.3                         Depreciation and amortization

 

The following is a breakdown of depreciation and amortization for the following periods:

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Depreciation and amortization

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Depreciation

 

196,604,897

 

 

196,604,897

 

189,855,744

 

(36,460

)

189,819,284

 

183,863,858

 

(836,192

)

183,027,666

 

Amortization

 

31,108,522

 

 

31,108,522

 

29,349,598

 

(678,570

)

28,671,028

 

18,478,955

 

(1,463,580

)

17,015,375

 

Total

 

227,713,419

 

 

227,713,419

 

219,205,342

 

(715,030

)

218,490,312

 

202,342,813

 

(2,299,772

)

200,043,041

 

 

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Table of Contents

 

25.4        Other gains (losses)

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Other gains ( losses)

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Gain in the sale of subsidiary and associates

 

56,809,562

 

 

56,809,562

 

61,376,274

 

61,376,274

 

 

 

 

 

Goodwill and long lived assets impairment (*)

 

(2,639,637

)

 

(2,639,637

)

(116,771,460

)

 

(116,771,460

)

 

 

 

Sales of Property, plant and equipment

 

13,517,279

 

 

13,517,279

 

11,066,401

 

 

11,066,401

 

372,490

 

 

372,490

 

Insurance claims

 

6,562,359

 

 

6,562,359

 

 

 

 

1,411,112

 

 

1,411,112

 

Additional interest tax

 

(4,437,693

)

 

(4,437,693

)

(5,298,267

)

 

(5,298,267

)

(2,918,407

)

 

(2,918,407

)

Other net gains and losses

 

(10,247,806

)

 

(10,247,806

)

(13,451,395

)

 

(13,451,395

)

(5,380,175

)

 

(5,380,175

)

Total

 

59,564,064

 

 

59,564,064

 

(63,078,447

)

61,376,274

 

(124,454,721

)

(6,514,980

)

 

(6,514,980

)

 


(*) Assets impairment: see note 13.3

 

25.5                         Other operating income

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Other operating income

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Sell Carton & Wraps

 

3,961,166

 

 

3,961,166

 

2,973,184

 

 

2,973,184

 

3,761,265

 

 

3,761,265

 

Recovery of fees

 

2,307,693

 

 

2,307,693

 

3,267,738

 

 

3,267,738

 

2,446,055

 

 

2,446,055

 

Increase on revaluation of investment properties

 

287,519,826

 

 

287,519,826

 

198,154,988

 

 

198,154,988

 

100,772,615

 

 

100,772,615

 

Other Income

 

7,363,328

 

 

7,363,328

 

6,561,199

 

(436,450

)

6,124,749

 

7,648,335

 

(190,554

)

7,457,781

 

Total

 

301,152,013

 

 

301,152,013

 

210,957,109

 

(436,450

)

210,520,659

 

114,628,270

 

(190,554

)

114,437,716

 

 

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Table of Contents

 

25.6        Financial results

 

The following is the financial income detailed for the periods ended:

 

 

 

For the year ended December 31

 

 

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Total

 

Discontinued
operation

 

Continued
Operation

 

Other gains ( losses)

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other finance income

 

14,540,360

 

 

14,540,360

 

15,070,088

 

(131,448

)

14,938,640

 

6,968,764

 

(259,620

)

6,709,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

14,540,360

 

 

14,540,360

 

15,070,088

 

(131,448

)

14,938,640

 

6,968,764

 

(259,620

)

6,709,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank loan expenses

 

(127,938,161

)

 

(127,938,161

)

(130,257,214

)

33,329

 

(130,223,885

)

(115,207,662

)

98,788

 

(115,108,874

)

Bond debt expenses

 

(138,118,149

)

 

(138,118,149

)

(125,424,158

)

 

(125,424,158

)

(100,627,140

)

 

(100,627,140

)

Interest on bank loans

 

(1,018,807

)

 

(1,018,807

)

(17,487,821

)

14,321,221

 

(3,166,600

)

(38,853,766

)

38,853,766

 

 

Valuation of financial derivatives expenses

 

(16,435,498

)

 

(16,435,498

)

(223,754

)

 

(223,754

)

35,478,511

 

 

35,478,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Expenses

 

(283,510,615

)

 

(283,510,615

)

(273,392,947

)

14,354,550

 

(259,038,397

)

(219,210,057

)

38,952,554

 

(180,257,503

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results from UF indexed bonds in Chile

 

(13,217,946

)

 

(13,217,946

)

(18,365,658

)

38,046

 

(18,327,612

)

(41,529,164

)

4,969,932

 

(36,559,232

)

Results from UF indexed Brazil

 

(961,058

)

 

(961,058

)

(2,669,679

)

 

(2,669,679

)

(6,829,994

)

 

(6,829,994

)

Results from UF indexed Other

 

(133,453

)

 

(133,453

)

(1,011,232

)

 

(1,011,232

)

3,813,276

 

 

3,813,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Losses) gains from indexation

 

(14,312,457

)

 

(14,312,457

)

(22,046,569

)

38,046

 

(22,008,523

)

(44,545,882

)

4,969,932

 

(39,575,950

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial debt IFC-ABN Argentina

 

(279,587

)

 

(279,587

)

(2,533,974

)

 

(2,533,974

)

(3,250,121

)

 

(3,250,121

)

Bond debt USA and Peru

 

37,722,040

 

 

37,722,040

 

(102,744,898

)

(2,760,915

)

(105,505,813

)

(38,940,755

)

19,198,679

 

(19,742,076

)

Financial debt Peru

 

(95,841

)

 

(95,841

)

(3,600,116

)

 

(3,600,116

)

(1,568,572

)

 

(1,568,572

)

Financial assets and Financial debt—Colombia

 

(59,369

)

 

(59,369

)

(5,102,934

)

 

(5,102,934

)

150,070

 

 

150,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange difference

 

37,287,243

 

 

37,287,243

 

(113,981,922

)

(2,760,915

)

(116,742,837

)

(43,609,378

)

19,198,679

 

(24,410,699

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial results total

 

(245,995,469

)

 

(245,995,469

)

(394,351,350

)

11,500,233

 

(382,851,117

)

(300,396,553

)

62,861,545

 

(237,535,008

)

 

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26                                   Corporate income tax

 

The corporate income tax expense on continuing operations amounts to ThCh$ 191,968,568, ThCh$ 58,540,083, and ThCh$ 125,931,659, for the periods according to the following detail:

 

Expenses (income) due to income tax, current and

 

For the year ended December 31,

 

deferred portions (presentation)

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Total current tax expenses, Net

 

141,391,562

 

153,343,805

 

107,929,567

 

 

 

 

 

 

 

 

 

Deferred tax income (expense) due to taxes arising from the creation and reversal of temporary differences

 

48,376,627

 

(97,037,060

)

(2,370,924

)

Deferred expenses (income) due to taxes arising from the changes in tax rates or new rates

 

2,200,379

 

2,233,338

 

20,373,016

 

 

 

 

 

 

 

 

 

Total deferred tax expenses, net

 

50,577,006

 

(94,803,722

)

18,002,092

 

 

 

 

 

 

 

 

 

Income tax expense, net

 

191,968,568

 

58,540,083

 

125,931,659

 

 

Expenses (income) due to income tax, by source

 

For the year ended December 31,

 

(national, foreign) (presentation)

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Current income tax expense, Net, Foreign

 

83,510,854

 

110,735,624

 

83,895,424

 

 

 

 

 

 

 

 

 

Current income tax expense, Net, Local

 

57,880,708

 

42,608,181

 

24,034,143

 

 

 

 

 

 

 

 

 

Current income tax expense, Net, Total

 

141,391,562

 

153,343,805

 

107,929,567

 

 

 

 

 

 

 

 

 

Deferred income tax expense, Net, Foreign

 

13,517,519

 

(101,004,658

)

(681,264

)

 

 

 

 

 

 

 

 

Deferred income tax expense, Net, Local

 

37,059,487

 

6,200,936

 

18,683,356

 

 

 

 

 

 

 

 

 

Deferred income tax expense, Net, Total

 

50,577,006

 

(94,803,722

)

18,002,092

 

 

 

 

 

 

 

 

 

Tax Expense on continuing operations

 

191,968,568

 

58,540,083

 

125,931,659

 

 

Increase in 2016 deferred tax income mainly results from the next following:

 

a)             Goodwill impairment recognized in 2015 on the Supermarkets — Brazil segment (ThCh$ 38,942,000).

b)             The C-291 taxation ruling issued in Colombia on May 2015, which allows tax payers for future loss carry forward of the CREE tax for (ChTh$ 43,696,915).

c)              Increase in Argentinean deferred tax asset amounting to ThCh$ 54,257,269 (ThCh$ 9,728,574 in 2015)as a result of their investment properties revaluation.

d)             During the third quarter of 2016, Brazil ceased the recognition of deferred tax assets related to carry-loss forward in the amount of ThCh$ 15,114,258.

 

The CREE is a Colombian National tax which applies over profits and gains obtained by companies which are likely to enrich them. This tax replaced certain wage-based social contributions.

 

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The following chart shows the reconciliation between the corporate income tax calculations resulting from the application of the legal and effective rates for the periods:

 

Reconciliation of income tax expense using the statutory rate to income tax

 

For the periods

 

expense using the effective rate

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Income tax expense using the legal rate

 

139,143,849

 

65,368,125

 

61,398,123

 

 

 

 

 

 

 

 

 

Tax effect of rates in other territories

 

25,643,921

 

7,753,808

 

15,170,940

 

Tax on non-deductible expenses

 

4,639,699

 

2,574,393

 

7,432,995

 

Chile - Taxable effects from investment and equity

 

(1,419,871

)

(2,927,916

)

(25,080,448

)

 

 

 

 

 

 

 

 

Colombia - Wealth tax (non-deductible)

 

2,226,839

 

2,543,000

 

 

Deductible expenditures (goodwill)

 

 

 

39,609,320

 

Chile — Taxable fair value adjustments related to derivatives and stock options

 

(4,745,299

)

904,335

 

(642,994

)

Chile — Mall Viña sale

 

11,093,933

 

 

 

Gains on sale of financial retail

 

 

(13,015,267

)

 

Colombia - Goodwill write off (Mercadefam 2014)

 

393,953

 

2,779,000

 

 

Colombia — CREE tax loss carry forward

 

 

(43,696,915

)

 

Colombia —Presumptive Income rate adjustment 9 (rate 34 and credit 25)

 

 

 

3,853,344

 

Tax effect of changes in tax rates

 

(2,200,379

)

(2,233,338

)

20,373,016

 

Non taxable profits from investments accounted for using the equity method

 

(2,861,902

)

(3,135,204

)

(1,859,945

)

Brazil — Tax losses valuation

 

15,114,258

 

7,025,919

 

 

Chile —not recognized provisional payment on absorbed profits (PPUA)

 

 

17,251,879

 

 

Other increase (decrease) for legal tax

 

4,939,567

 

17,348,264

 

5,677,308

 

 

 

 

 

 

 

 

 

 Adjustments to tax expenses using the legal rate, total

 

52,824,719

 

(6,828,042

)

64,533,536

 

 

 

 

 

 

 

 

 

Income tax expense using the effective rate

 

191,968,568

 

58,540,083

 

125,931,659

 

 

Main components of effective tax rate reconciliation include:

 

i.             During the third quarter of 2016 Brazil has ceased the recognition of deferred tax asset over carry forward losses amounted to ChTh$ 15,114,258.

ii.          Mall Viña gain from sale is non-taxable. Effective rate effect amounted to ThCh $11,093,933.

 

Other increase (decrease) line is mainly affected by the next Colombian and Brazilian matters:

 

i.             Colombia: An increase of the assets tax from 5.4% to 7.2% was effective sinde 2016. Alternative taxable basis caused a disminishing of this item.

ii.          Brazil: Reversal of deferred taxed related to tax contingencies which expired during 2016.

 

a)                                Tax losses:

 

The Company has deferred assets for tax losses arising from the different countries where it has investments. These arise mainly in the retail and real estate areas, both in Chile and abroad. For the tax losses carry-forward, there are no limits regarding their usage in all jurisdictions where the Group operates, the realization of tax losses is estimated based on the Group future projections.

 

These losses have been produced in countries where there is no limited period for their use, and reversal is estimated as projected future revenues as increasing.

 

b)                                Reversal of asset and liability timing differences:

 

The reversal of asset and liability timing differences is directly related to the nature of the asset and liability accounts generating these differences. There is no set term for the reversal of timing differences, due to the reversal of some and the origin of others.

 

c)                                 Rate of income tax.

 

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Chile

 

The current income tax rate in Chile that affects the Company is 24%. Under the 2014 enacted tax law, the income tax rate will be  21%, 22.5%, 24%, 25.5% and 27%, for the years 2014, 2015, 2016, 2017, 2018 and following fiscal years, respectively, based on the adoption of the partially integrated system. The Income Tax System adopted by Cencosud was the partially integrated system.

 

Any other later effects have been recognized within the income statement.

 

Foreign subsidiaries

 

The rates that affect its foreign subsidiaries are: 35% in Argentina, 40% in Colombia (39% in 2015), 29.5% in Peru (28% in 2015) and 34% in Brazil. Peru published a taxation reform on December 10, 2016 (law Nº 30.296) which envisaged gradual reduction in taxes from the current 30% to 28% in 2015-2016, 27% in 2017-2018, and 26% from 2019 onwards. The mentioned reduction will not have any effect; being that Legislative Decree No. 1261 published on December 10, 2016 contemplates a rate of 29.5% effective from the 2016 financial year.

 

In addition, law 1,739 modified the income tax for equity “CREE” tax from a rate of 8% to 9%, beginning since 2016 financial year. Additional 5%, 6%, 8% and 9% rates were established in a temporary way for the 2015, 2016, 2017 y 2018 financial years respectively.

 

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27                                   Earnings per share

 

The basic earnings per share is calculated dividing the profits attributable to the Company shareholders among the weighted average of the common shares circulating during the year, excluding any common shares acquired by the Company and held as treasury shares.

 

 

 

For the year ended December 31,

 

Basic Earnings per Share

 

2016

 

2015

 

2014

 

Profit from continuing operations attributable to controlling shareholders

 

387,754,867

 

161,323,912

 

152,233,031

 

Profit from discontinued operations attributable to controlling shareholders

 

 

70,616,993

 

12,661,641

 

 

 

 

 

 

 

 

 

Available income for common shareholders, basic

 

387,754,867

 

231,940,905

 

164,894,672

 

 

 

 

 

 

 

 

 

Weighted average of share number, basic

 

2,862,536,947

 

2,828,723,963

 

2,828,723,963

 

Earnings per share from continued operations, basic

 

135.5

 

57.0

 

53.8

 

Earnings per share from discontinued operations, basic

 

0.0

 

25.0

 

4.5

 

 

The basic earnings per share are calculated by dividing profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

 

The diluted earnings per share are calculated dividing the profits attributable to the Company’s shareholders by the weighted-average of common shares that would be issued if all common shares were converted with diluting effects.

 

 

 

For the year ended December 31,

 

Basic Earnings per Share, diluted

 

2016

 

2015

 

2014

 

Profit from continuing operations attributable to controlling shareholders

 

387,754,867

 

161,323,912

 

152,233,031

 

Profit from discontinued operations attributable to controlling shareholders

 

 

70,616,993

 

12,661,641

 

 

 

 

 

 

 

 

 

Available income for common shareholders, diluted

 

387,754,867

 

231,940,905

 

164,894,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average of share number, diluted

 

2,862,536,947

 

2,864,250,897

 

2,828,723,963

 

Earnings per share from continued operations, diluted

 

135.5

 

56.3

 

53.8

 

Earnings per share from discontinued operations, diluted

 

 

24.7

 

4.5

 

 

The diluted earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average of common shares that would be issued on the conversion of all dilutive potential ordinary shares are dilutive.

 

 

 

For the year ended December 31,

 

Reconciliation of basic and diluted shares

 

2016

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Weighted average number of shares, basic

 

2,862,536,947

 

2,828,723,963

 

2,828,723,963

 

Increase in shares from share-based compensation plans

 

 

35,526,934

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares, diluted

 

2,862,536,947

 

2,864,250,897

 

2,828,723,963

 

 

The executive compensation plan dated September 2015 has granted dilutive effect, however previous plans, granted in September 2014 and September 2013, were excluded from the calculation of weighted average number of diluted shares, because they do not have dilutive effect.

 

The average market price of the Company shares used in the calculation was based on quoted market prices during the period in which the options were available for exercise.

 

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28           Information by segment

 

The Company reports the information by segment according to what is set forth in IFRS 8 “Operating Segments.” An operating segment is defined as a component of an entity over which separated financial information is available and is regularly reviewed.

 

In the information by segments, all transactions between the different operating segments have been eliminated.

 

28.1                         Segmentation criteria

 

For management purposes, the Company is organized in five reportable segments: Supermarkets, Shopping Centers, Home Improvement stores, Department stores and Financial Services. These segments are the basic on which the Company makes decisions with respect to its operations and resource allocation.

 

The reportable segments are disclosed in a similar way with the presentation of the internal reports used by Management in the control and decision making process, considering the segments from a point of view according to the type of business and geographical area.

 

The operating segments that are reported derive their revenues mainly from the sale of products and rendering of services to final consumers of retail. There are no customers whose purchases represent more than 10 of the consolidated revenue, nor a specific business segment.

 

The rest of the minor activities, mainly including the travel agency and family-entertainment centers businesses, plus certain consolidation adjustments and corporate expenses administered centrally, are included in the reportable segment “Support services, financing, adjustments and other”.

 

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28.2                         Regional information by segment

 

The information which is delivered to the chief operating decision maker (“Board of Directors”) of the reportable segments for the years ended December 31, 2016, 2015 and 2014 in thousands of Chilean pesos, is the following:

 

Regional information, by segment

 

Consolidated statement of
profit and losses
For the year
ended December 31, 2016

 

Supermarkets

 

Shopping Centers

 

Home improvement

 

Department stores

 

Financial services

 

Support services,
financing,
adjustments and
other

 

Consolidated

 

Discontinued

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Revenues from ordinary activities

 

7,487,810,013

 

238,722,047

 

1,294,348,447

 

1,126,931,451

 

177,683,116

 

7,506,360

 

10,333,001,434

 

 

Cost of sales

 

(5,600,464,369

)

(31,110,450

)

(849,368,178

)

(810,966,512

)

(59,818,180

)

(4,743,748

)

(7,356,471,437

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

1,887,345,644

 

207,611,597

 

444,980,269

 

315,964,939

 

117,864,936

 

2,762,612

 

2,976,529,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues by function

 

10,002,717

 

289,829,520

 

722,070

 

1,361,259

 

12,495

 

(776,048

)

301,152,013

 

 

Sales, general and administrative expenses

 

(1,620,570,006

)

(31,097,653

)

(321,878,612

)

(292,372,078

)

(53,538,638

)

(203,923,744

)

(2,523,380,731

)

 

Financial expenses and income, net

 

 

 

 

 

 

(268,970,255

)

(268,970,255

)

 

Participation in profit or loss of equity method associates

 

124,043

 

 

 

 

11,772,121

 

 

11,896,164

 

 

Exchange differences

 

 

 

 

 

 

37,287,243

 

37,287,243

 

 

Losses from Indexation

 

 

 

 

 

 

(14,312,457

)

(14,312,457

)

 

Other gains (Losses), net

 

5,203,779

 

1,358,580

 

 

 

 

53,001,705

 

59,564,064

 

 

Income tax charge

 

 

 

 

 

 

(191,968,568

)

(191,968,568

)

 

Profit attributable to Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss)

 

282,106,177

 

467,702,044

 

123,823,727

 

24,954,120

 

76,110,914

 

(586,899,512

)

387,797,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) from continuing operations

 

282,106,177

 

467,702,044

 

123,823,727

 

24,954,120

 

76,110,914

 

(586,899,512

)

387,797,470

 

 

Profit (loss) from discontinued operations attributable to owners of the Company

 

 

 

 

 

 

 

 

 

Profit (loss) of atribuible to non-controlling interest

 

 

 

 

 

 

(42,603

)

(42,603

)

 

Profit for the year attributable to shareholders, Total

 

282,106,177

 

467,702,044

 

123,823,727

 

24,954,120

 

76,110,914

 

(586,942,115

)

387,754,867

 

 

Depreciation and amortization

 

145,114,047

 

6,395,488

 

24,492,090

 

30,128,018

 

5,718,133

 

15,865,643

 

227,713,419

 

 

 

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Table of Contents

 

Regional information, by segment

 

Consolidated statement of
profit and losses
For the year
ended December 31, 2015

 

Supermarkets

 

Shopping Centers

 

Home improvement

 

Department stores

 

Financial services

 

Support services,
financing,
adjustments and
other

 

Consolidated

 

Discontinued

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Revenues from ordinary activities

 

8,045,566,155

 

248,025,700

 

1,469,245,715

 

1,051,641,710

 

165,819,835

 

11,038,595

 

10,991,337,710

 

60,759,616

 

Cost of sales

 

(6,014,367,110

)

(33,983,830

)

(962,485,095

)

(749,412,484

)

(49,275,553

)

(3,701,713

)

(7,813,225,785

)

(20,400,024

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

2,031,199,045

 

214,041,870

 

506,760,620

 

302,229,226

 

116,544,282

 

7,336,882

 

3,178,111,925

 

40,359,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues by function

 

8,467,569

 

198,510,652

 

288,273

 

1,235,475

 

32,713

 

1,985,977

 

210,520,659

 

436,450

 

Sales, general and administrative expenses

 

(1,723,848,849

)

(25,126,550

)

(360,203,432

)

(280,692,906

)

(60,488,548

)

(225,125,544

)

(2,675,485,829

)

(17,371,214

)

Financial expenses and income, net

 

 

 

 

 

14,223,102

 

(258,322,859

)

(244,099,757

)

(14,223,102

)

Participation in profit or loss of equity method associates

 

132,852

 

8,291,299

 

 

 

5,642,941

 

 

14,067,092

 

 

Exchange differences

 

 

 

 

 

(2,760,915

)

(113,981,922

)

(116,742,837

)

2,760,915

 

Losses from Indexation

 

 

 

 

 

38,046

 

(22,046,569

)

(22,008,523

)

(38,046

)

Other gains (Losses), net

 

 

 

 

 

(61,376,274

)

(63,078,447

)

(124,454,721

)

61,376,274

 

Income tax charge

 

 

 

 

 

2,683,876

 

(61,223,959

)

(58,540,083

)

(2,683,876

)

Profit attributable to Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss)

 

315,950,617

 

395,717,271

 

146,845,461

 

22,771,795

 

85,156,216

 

(734,456,441

)

231,940,905

 

70,616,993

 

Profit (loss) from continuing operations

 

315,950,617

 

395,717,271

 

146,845,461

 

22,771,795

 

14,539,223

 

(734,456,441

)

161,367,926

 

 

Profit (loss) from discontinued operations attributable to owners of the Company

 

 

 

 

 

70,616,993

 

 

70,616,993

 

70,616,993

 

Profit (loss) of atribuible to non-controlling interest

 

 

 

 

 

 

(44,014

)

(44,014

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

315,950,617

 

395,717,271

 

146,845,461

 

22,771,795

 

85,156,216

 

(734,500,455

)

231,940,905

 

70,616,993

 

Depreciation and amortization

 

131,945,572

 

7,970,491

 

26,834,291

 

32,985,941

 

2,695,820

 

16,058,197

 

218,490,312

 

715,030

 

 

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Table of Contents

 

Consolidated statement of
profit and losses
For the year
ended December 31, 2014

 

Supermarkets

 

Shopping Centers

 

Home improvement

 

Department stores

 

Financial services

 

Support services,
financing,
adjustments and
other

 

Consolidated

 

Discontinued

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Revenues from ordinary activities

 

8,159,236,907

 

214,849,681

 

1,225,616,059

 

991,442,445

 

117,678,894

 

2,205,260

 

10,711,029,246

 

201,825,995

 

Cost of sales

 

(6,216,769,021

)

(28,028,570

)

(800,341,557

)

(741,279,355

)

(39,046,459

)

(1,966,924

)

(7,827,431,886

)

(55,799,003

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

1,942,467,886

 

186,821,111

 

425,274,502

 

250,163,090

 

78,632,435

 

238,336

 

2,883,597,360

 

146,026,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues by function

 

9,212,081

 

100,845,534

 

725,300

 

1,730,198

 

(6

)

1,924,609

 

114,437,716

 

190,554

 

Sales, general and administrative expenses

 

(1,662,113,333

)

(27,620,981

)

(302,797,111

)

(258,903,578

)

(39,677,703

)

(191,664,252

)

(2,482,776,958

)

(69,130,204

)

Financial expenses and income, net

 

 

 

 

 

 

(173,548,359

)

(173,548,359

)

(38,692,934

)

Participation in profit or loss of equity method associates

 

36,241

 

6,171,965

 

 

 

 

 

6,208,206

 

 

Exchange differences

 

 

 

 

 

 

(24,410,699

)

(24,410,699

)

(19,198,679

)

Losses from Indexation

 

 

 

 

 

 

(39,575,950

)

(39,575,950

)

(4,969,932

)

Other gains (Losses), net

 

 

 

 

2,434,854

 

 

(8,949,834

)

(6,514,980

)

35,340

 

Income tax charge

 

 

 

 

 

 

(125,931,659

)

(125,931,659

)

(1,599,496

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss)

 

289,602,875

 

266,217,629

 

123,202,691

 

(4,575,436

)

38,954,726

 

(561,917,808

)

151,484,677

 

12,661,641

 

Profit (loss) from continuing operations

 

289,602,875

 

266,217,629

 

123,202,691

 

(4,575,436

)

38,954,726

 

(561,917,808

)

151,484,677

 

 

Profit (loss) from discontinued operations attributable to owners of the Company

 

 

 

 

 

12,661,641

 

 

12,661,641

 

12,661,641

 

Profit (loss) of atribuible to non-controlling interest

 

 

 

 

 

 

748,354

 

748,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

289,602,875

 

266,217,629

 

123,202,691

 

(4,575,436

)

51,616,367

 

(561,169,454

)

164,894,672

 

12,661,641

 

Depreciation and amortization

 

134,505,152

 

5,487,636

 

20,362,503

 

26,429,194

 

1,942,336

 

11,316,220

 

200,043,041

 

(2,299,772

)

 

The Company controls the results of each of the reportable segments at the level of revenues, gross margin, costs and management expenses. The support services, exchange rates, readjustments, taxes and non-recurring income and expense, or financial income, are not allocated as they are centrally managed.

 

The financing policy of the Group has been historically obtaining funding and managing these resources through the Holding Company Cencosud S.A., the funds are subsequently transferred to other countries as required to finance the local investments. This policy aims to reduce the financial cost of the Group.

 

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Certain figures presented of the consolidated financial statements of the Group as of December 31, 2014 and December 31, 2015 in the segment information have been reallocated based on the presentation shown on the consolidated financial statement as of December 31, 2016. These reallocations did not affect net profit or net equity, and mainly refer to “Sales, general an administrative expenses” from Argentinean administrative supporting outgoings such as back office areas and corporate expenditures, that were previously presented as part of our business segments; and are now allocated under “Support services, financing adjustment and Others” segment. Those 2015 and 2014 expenditures reallocations related to “Sales, general and administrative expenses” from Argentina are presented in detail as follows:

 

Detailed reallocations from administrative
expeditures in Argentina
Previously reported for the year
ended December 31, 2015

 

Supermarkets

 

Shopping
Centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Continuing
operations
total

 

Discomtinued
operation finacial
services

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Sales, general and administrative expenses

 

(1,722,350,594

)

(40,442,523

)

(398,609,716

)

(280,692,906

)

(65,294,285

)

(168,095,805

)

(2,675,485,829

)

(17,371,214

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

317,448,872

 

380,401,298

 

108,439,177

 

22,771,795

 

80,350,479

 

(677,470,716

)

231,940,905

 

70,616,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rellocating amounts from businees segments

 

(1,498,255

)

15,315,973

 

38,406,284

 

 

4,805,737

 

(57,029,739

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rellocated figures for the year ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, general and administrative expenses

 

(1,723,848,849

)

(25,126,550

)

(360,203,432

)

(280,692,906

)

(60,488,548

)

(225,125,544

)

(2,675,485,829

)

(17,371,214

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

315,950,617

 

395,717,271

 

146,845,461

 

22,771,795

 

85,156,216

 

(734,500,455

)

231,940,905

 

70,616,993

 

 

Detailed reallocations from administrative
expeditures in Argentina
Previously reported for the year
ended December 31, 2014

 

Supermarkets

 

Shopping
Centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Continuing
operations
total

 

Discomtinued
operation finacial
services

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Sales, general and administrative expenses

 

(1,662,113,333

)

(34,477,086

)

(327,214,081

)

(258,903,578

)

(42,531,877

)

(157,537,003

)

(2,482,776,958

)

(69,130,204

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

289,602,875

 

259,361,524

 

98,785,721

 

(4,575,436

)

48,762,193

 

(527,042,205

)

164,894,672

 

12,661,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rellocating amounts from businees segments

 

 

6,856,105

 

24,416,970

 

 

2,854,174

 

(34,127,249

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rellocated figures for the year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, general and administrative expenses

 

(1,662,113,333

)

(27,620,981

)

(302,797,111

)

(258,903,578

)

(39,677,703

)

(191,664,252

)

(2,482,776,958

)

(69,130,204

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to shareholders, Total

 

289,602,875

 

266,217,629

 

123,202,691

 

(4,575,436

)

51,616,367

 

(561,169,454

)

164,894,672

 

12,661,641

 

 

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Table of Contents

 

28.3                         Gross margin by country and segment, in thousands of Chilean pesos:

 

Gross margin by country and segment

 

For the year ended  December 31, 2016

 

Supermarkets

 

Shopping
Centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Continuing
operations
total

 

Discomtinued
operation finacial
services

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

2,616,197,933

 

139,407,770

 

520,223,540

 

1,058,840,744

 

1,788,108

 

6,046,477

 

4,342,504,572

 

 

Cost of sales

 

(1,954,429,331

)

(13,816,589

)

(368,969,099

)

(756,626,013

)

82,031

 

(880,557

)

(3,094,639,558

)

 

Gross margin

 

661,768,602

 

125,591,181

 

151,254,441

 

302,214,731

 

1,870,139

 

5,165,920

 

1,247,865,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

1,633,149,171

 

70,369,944

 

710,380,433

 

 

111,093,110

 

3,997,502

 

2,528,990,160

 

 

Cost of sales

 

(1,113,209,230

)

(14,170,137

)

(432,541,669

)

 

(32,657,917

)

(3,100,424

)

(1,595,679,377

)

 

Gross margin

 

519,939,941

 

56,199,807

 

277,838,764

 

 

78,435,193

 

897,078

 

933,310,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

1,587,848,913

 

 

 

 

1,919,500

 

 

1,589,768,413

 

 

Cost of sales

 

(1,243,652,774

)

 

 

 

 

 

(1,243,652,774

)

 

Gross margin

 

344,196,139

 

 

 

 

1,919,500

 

 

346,115,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peru

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

838,634,911

 

20,000,788

 

 

68,090,707

 

59,002,225

 

1,257,144

 

986,985,775

 

 

Cost of sales

 

(640,310,661

)

(2,868,605

)

 

(54,340,499

)

(27,242,099

)

(785,153

)

(725,547,017

)

 

Gross margin

 

198,324,250

 

17,132,183

 

 

13,750,208

 

31,760,126

 

471,991

 

261,438,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colombia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

811,979,085

 

8,943,545

 

63,744,474

 

 

3,880,173

 

(3,794,763

)

884,752,514

 

 

Cost of sales

 

(648,862,373

)

(255,119

)

(47,857,410

)

 

(195

)

22,386

 

(696,952,711

)

 

Gross margin

 

163,116,712

 

8,688,426

 

15,887,064

 

 

3,879,978

 

(3,772,377

)

187,799,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

7,487,810,013

 

238,722,047

 

1,294,348,447

 

1,126,931,451

 

177,683,116

 

7,506,360

 

10,333,001,434

 

 

Cost of sales

 

(5,600,464,369

)

(31,110,450

)

(849,368,178

)

(810,966,512

)

(59,818,180

)

(4,743,748

)

(7,356,471,437

)

 

Gross margin

 

1,887,345,644

 

207,611,597

 

444,980,269

 

315,964,939

 

117,864,936

 

2,762,612

 

2,976,529,997

 

 

 

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Table of Contents

 

Gross margin by country and segment

 

For the year ended  December 31, 2015

 

Supermarkets

 

Shopping
Centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Continuing
operations
total

 

Discomtinued
operation finacial
services

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

2,504,713,626

 

134,018,301

 

494,849,395

 

992,691,705

 

3,074,321

 

6,534,280

 

4,135,881,628

 

(60,759,616

)

Cost of sales

 

(1,875,988,752

)

(8,140,179

)

(352,579,420

)

(701,962,095

)

466,379

 

(213,642

)

(2,938,417,709

)

20,400,024

 

Gross margin

 

628,724,874

 

125,878,122

 

142,269,975

 

290,729,610

 

3,540,700

 

6,320,638

 

1,197,463,919

 

(40,359,592

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

2,154,753,159

 

86,133,535

 

910,919,861

 

 

103,033,874

 

6,036,371

 

3,260,876,800

 

 

Cost of sales

 

(1,475,306,215

)

(22,581,382

)

(561,595,409

)

 

(28,560,852

)

(3,154,118

)

(2,091,197,976

)

 

Gross margin

 

679,446,944

 

63,552,153

 

349,324,452

 

 

74,473,022

 

2,882,253

 

1,169,678,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

1,677,542,981

 

 

 

 

5,056,751

 

 

1,682,599,732

 

 

Cost of sales

 

(1,316,967,292

)

 

 

 

 

 

(1,316,967,292

)

 

Gross margin

 

360,575,689

 

 

 

 

5,056,751

 

 

365,632,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peru

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

867,510,854

 

18,866,958

 

 

58,950,005

 

49,001,302

 

892,452

 

995,221,571

 

 

Cost of sales

 

(673,489,862

)

(2,961,767

)

 

(47,450,389

)

(21,181,144

)

(707,482

)

(745,790,644

)

 

Gross margin

 

194,020,992

 

15,905,191

 

 

11,499,616

 

27,820,158

 

184,970

 

249,430,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colombia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

841,045,535

 

9,006,906

 

63,476,459

 

 

5,653,587

 

(2,424,508

)

916,757,979

 

 

Cost of sales

 

(672,614,989

)

(300,502

)

(48,310,266

)

 

64

 

373,529

 

(720,852,164

)

 

Gross margin

 

168,430,546

 

8,706,404

 

15,166,193

 

 

5,653,651

 

(2,050,979

)

195,905,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

8,045,566,155

 

248,025,700

 

1,469,245,715

 

1,051,641,710

 

165,819,835

 

11,038,595

 

10,991,337,710

 

(60,759,616

)

Cost of sales

 

(6,014,367,110

)

(33,983,830

)

(962,485,095

)

(749,412,484

)

(49,275,553

)

(3,701,713

)

(7,813,225,785

)

20,400,024

 

Gross margin

 

2,031,199,045

 

214,041,870

 

506,760,620

 

302,229,226

 

116,544,282

 

7,336,882

 

3,178,111,925

 

(40,359,592

)

 

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Table of Contents

 

For the year ended  December 31, 2014

 

Supermarkets

 

Shopping
Centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Continuing
operations
total

 

Discomtinued
operation finacial
services

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

2,354,805,121

 

120,733,606

 

465,520,212

 

952,203,421

 

329,538

 

(1,030,905

)

3,892,560,993

 

201,825,995

 

Cost of sales

 

(1,766,081,982

)

(7,302,377

)

(329,587,879

)

(707,454,394

)

(260,542

)

(515,869

)

(2,811,203,043

)

(55,799,003

)

Gross margin

 

588,723,139

 

113,431,229

 

135,932,333

 

244,749,027

 

68,996

 

(1,546,774

)

1,081,357,950

 

146,026,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

1,813,585,714

 

66,588,613

 

692,925,000

 

 

62,597,052

 

8,122,804

 

2,643,819,183

 

 

Cost of sales

 

(1,257,008,623

)

(18,675,802

)

(420,660,060

)

 

(16,245,764

)

(2,001,227

)

(1,714,591,476

)

 

Gross margin

 

556,577,091

 

47,912,811

 

272,264,940

 

 

46,351,288

 

6,121,577

 

929,227,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

2,154,312,700

 

 

 

 

3,842,801

 

 

2,158,155,501

 

 

Cost of sales

 

(1,733,475,746

)

 

 

 

 

 

(1,733,475,746

)

 

Gross margin

 

420,836,954

 

 

 

 

3,842,801

 

 

424,679,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peru

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

836,676,581

 

17,438,146

 

 

39,239,024

 

42,814,446

 

835,932

 

937,004,129

 

 

Cost of sales

 

(653,144,482

)

(1,678,214

)

 

(33,824,961

)

(22,540,153

)

693,161

 

(710,494,649

)

 

Gross margin

 

183,532,099

 

15,759,932

 

 

5,414,063

 

20,274,293

 

1,529,093

 

226,509,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colombia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

999,856,791

 

10,089,316

 

67,170,847

 

 

8,095,057

 

(5,722,571

)

1,079,489,440

 

 

Cost of sales

 

(807,058,188

)

(372,177

)

(50,093,618

)

 

 

(142,989

)

(857,666,972

)

 

Gross margin

 

192,798,603

 

9,717,139

 

17,077,229

 

 

8,095,057

 

(5,865,560

)

221,822,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income, total

 

8,159,236,907

 

214,849,681

 

1,225,616,059

 

991,442,445

 

117,678,894

 

2,205,260

 

10,711,029,246

 

201,825,995

 

Cost of sales

 

(6,216,769,021

)

(28,028,570

)

(800,341,557

)

(741,279,355

)

(39,046,459

)

(1,966,924

)

(7,827,431,886

)

(55,799,003

)

Gross margin

 

1,942,467,886

 

186,821,111

 

425,274,502

 

250,163,090

 

78,632,435

 

238,336

 

2,883,597,360

 

146,026,992

 

 

F-162



Table of Contents

 

28.4                         Regional information by segment: Total assets

 

At December 31, 2016

 

Supermarkets

 

Shopping
centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

181,727,680

 

4,377,803

 

13,760,047

 

2,246,159

 

1,008,517

 

72,098,797

 

275,219,003

 

Other financial assets, current

 

 

 

 

 

 

219,988,622

 

219,988,622

 

Other non-financial assets, current

 

7,618,030

 

758,065

 

1,541,496

 

1,014,364

 

11,070,047

 

1,626,277

 

23,628,279

 

Trade receivables and other receivables

 

291,088,879

 

30,693,990

 

68,693,890

 

30,059,294

 

420,662,271

 

25,941,353

 

867,139,677

 

Receivables due from related parties, current

 

37,222

 

 

 

 

28,950,954

 

 

28,988,176

 

Inventory

 

700,985,806

 

 

254,992,540

 

193,307,668

 

 

 

1,149,286,014

 

Current tax assets

 

16,633,102

 

2,090,444

 

3,647,748

 

13,803,843

 

3,722,153

 

34,238,357

 

74,135,647

 

Assets held for sale, current

 

17,886,465

 

 

 

 

 

39,237,407

 

57,123,872

 

Total current assets

 

1,215,977,184

 

37,920,302

 

342,635,721

 

240,431,328

 

465,413,942

 

393,130,813

 

2,695,509,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial assets, non-current

 

 

 

 

 

 

287,360,674

 

287,360,674

 

Other non-financial assets, non-current

 

40,549,624

 

7,677,318

 

2,390,633

 

1,707,428

 

10,083

 

189

 

52,335,275

 

Trade receivables and other receivables, non-current

 

3,100,863

 

 

8,792,843

 

 

 

 

11,893,706

 

Equity method investments

 

989,721

 

 

 

 

199,737,813

 

 

200,727,534

 

Intangible assets other than goodwill

 

195,476,999

 

418,055

 

11,146,455

 

160,203,723

 

159,887

 

40,762,995

 

408,168,114

 

Goodwill

 

1,207,776,321

 

31,472,874

 

2,605,322

 

138,159,463

 

52,305,509

 

 

1,432,319,489

 

Property, plant and equipment

 

1,546,905,547

 

470,346,933

 

284,046,215

 

248,862,284

 

2,827,945

 

25,804,649

 

2,578,793,573

 

Investment property

 

 

2,081,694,027

 

 

 

 

 

2,081,694,027

 

Income tax assets, non-current

 

77,993,287

 

194,325

 

669,273

 

4,509,476

 

 

10,089

 

83,376,450

 

Deferred income tax assets

 

 

 

 

 

 

616,579,356

 

616,579,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current assets

 

3,072,792,362

 

2,591,803,532

 

309,650,741

 

553,442,374

 

255,041,237

 

970,517,952

 

7,753,248,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

4,288,769,546

 

2,629,723,834

 

652,286,462

 

793,873,702

 

720,455,179

 

1,363,648,765

 

10,448,757,488

 

 

F-163



Table of Contents

 

At December 31, 2015

 

Supermarkets

 

Shopping
centers

 

Home
improvement

 

Department
stores

 

Financial
services

 

Support services,
financing,
adjustments
and other

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

189,911,013

 

10,655,476

 

10,099,524

 

27,667,723

 

2,260,803

 

27,680,587

 

268,275,126

 

Other financial assets, current

 

 

 

 

 

 

254,850,725

 

254,850,725

 

Other non-financial assets, current

 

7,383,625

 

1,727,010

 

2,162,422

 

1,105,427

 

137,474

 

1,926,072

 

14,442,030

 

Trade receivables and other receivables

 

297,479,644

 

46,051,513

 

64,122,155

 

41,321,666

 

361,279,198

 

9,585,207

 

819,839,383

 

Receivables due from related parties, current

 

 

 

 

 

 

14,851,194

 

14,851,194

 

Inventory

 

663,154,474

 

 

217,175,404

 

187,979,455

 

 

 

1,068,309,333

 

Current tax assets

 

4,040,401

 

2,203,113

 

2,864,949

 

9,445,277

 

1,173,773

 

41,469,536

 

61,197,049

 

Assets held for sale, current

 

 

 

 

 

 

 

 

Total current assets

 

1,161,969,157

 

60,637,112

 

296,424,454

 

267,519,548

 

364,851,248

 

350,363,321

 

2,501,764,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial assets, non-current

 

 

 

 

 

 

421,532,586

 

421,532,586

 

Other non-financial assets, non-current

 

 

 

 

 

 

31,907,769

 

31,907,769

 

Trade receivables and other receivables, non-current

 

16,450,570

 

7,218

 

79,248

 

 

14,268,191

 

191,625

 

30,996,852

 

Equity method investments

 

907,728

 

55,575,262

 

 

 

195,044,515

 

 

251,527,505

 

Intangible assets other than goodwill

 

200,638,822

 

163,082

 

10,290,743

 

156,587,317

 

4,022,963

 

30,046,490

 

401,749,417

 

Goodwill

 

1,166,022,412

 

31,499,291

 

3,705,397

 

138,159,463

 

52,305,509

 

 

1,391,692,072

 

Property, plant and equipment

 

1,706,820,173

 

389,750,103

 

317,911,465

 

263,934,396

 

3,315,863

 

29,758,630

 

2,711,490,630

 

Investment property

 

 

1,807,095,204

 

 

 

 

 

1,807,095,204

 

Income tax assets, non-current

 

 

 

 

 

 

8,854,347

 

8,854,347

 

Deferred income tax assets

 

 

 

 

 

 

552,114,088

 

552,114,088

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current assets

 

3,090,839,705

 

2,284,090,160

 

331,986,853

 

558,681,176

 

268,957,041

 

1,074,405,535

 

7,608,960,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

4,252,808,862

 

2,344,727,272

 

628,411,307

 

826,200,724

 

633,808,289

 

1,424,768,856

 

10,110,725,310

 

 

F-164



Table of Contents

 

28.5                         Current Asset and liabilities by segment

 

Regional information by segment
Current assets and liabilities
at December 31, 2016

 

Supermarkets
ThCh$

 

Shopping
Center
ThCh$

 

Home
Improvement
ThCh$

 

Department
Stores
ThCh$

 

Financial
Services
(Insurance +
cards + bank)
ThCh$

 

Support
Services,
Financing, and
Other Settings
ThCh$

 

Total
Consolidated
ThCh$

 

Trade accounts payable and other payables

 

1,294,692,757

 

35,089,329

 

273,630,631

 

246,827,811

 

39,764,889

 

36,841,635

 

1,926,847,052

 

 

Regional information by segment
Current assets and liabilities
at December 31, 2015

 

Supermarkets
ThCh$

 

Shopping
Center
ThCh$

 

Home
Improvement
ThCh$

 

Department
Stores
ThCh$

 

Financial
Services
(Insurance +
cards + bank)
ThCh$

 

Support
Services,
Financing, and
Other Settings
ThCh$

 

Total
Consolidated
ThCh$

 

Trade accounts payable and other payables

 

1,244,291,150

 

38,229,357

 

251,243,590

 

260,408,188

 

37,795,722

 

24,556,788

 

1,856,524,795

 

 

28.6                         Information by country, assets and liabilities

 

In thousands of Chilean pesos:

 

Assets and liabilities by country

 

At December 31, 2016

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Total assets

 

4,779,856,500

 

1,411,985,049

 

1,431,919,219

 

1,240,938,778

 

1,584,057,942

 

10,448,757,488

 

Total liabilities

 

4,202,937,399

 

813,235,515

 

530,551,320

 

403,728,564

 

414,252,955

 

6,364,705,753

 

Net investment

 

885,649,473

 

655,906,732

 

781,437,358

 

693,076,414

 

1,067,981,758

 

4,084,051,735

 

Percentage of equity

 

14.1

 

14.7

 

22.1

 

20.5

 

28.6

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

4,848,797,914

 

1,242,359,909

 

1,165,419,318

 

1,277,031,996

 

1,577,116,173

 

10,110,725,310

 

Total liabilities

 

4,182,284,401

 

693,797,284

 

472,091,927

 

397,106,480

 

394,633,400

 

6,139,913,492

 

Net investment

 

855,443,631

 

690,663,761

 

690,694,802

 

717,680,431

 

1,016,329,193

 

3,970,811,818

 

Percentage of equity

 

16.8

 

13.8

 

17.5

 

22.2

 

29.8

 

100.00

 

 

F-165



Table of Contents

 

28.7                         Regional information, including intersegments is as follows:

 

 

 

For the year ended December 31, 2016

 

Regional information, by segment

 

Total segment
revenue

 

Intersegment
revenue

 

Revenue from
external  customer

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Supermarkets

 

7,487,810,013

 

 

7,487,810,013

 

Shopping

 

361,495,808

 

122,773,761

 

238,722,047

 

Home Improvement

 

1,294,885,208

 

536,761

 

1,294,348,447

 

Department stores

 

1,126,931,451

 

 

1,126,931,451

 

Financial Services

 

177,683,116

 

 

177,683,116

 

Others

 

7,506,360

 

 

7,506,360

 

 

 

 

 

 

 

 

 

TOTAL

 

10,456,311,956

 

123,310,522

 

10,333,001,434

 

 

 

 

 

For the year ended December 31, 2015

 

Regional information, by segment

 

Total segment
revenue

 

Intersegment
revenue

 

Revenue from
external  customer

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Supermarkets

 

8,045,566,155

 

 

8,045,566,155

 

Shopping

 

394,197,230

 

146,171,530

 

248,025,700

 

Home Improvement

 

1,471,430,410

 

2,184,695

 

1,469,245,715

 

Department stores

 

1,051,641,710

 

 

1,051,641,710

 

Financial Services

 

165,819,835

 

 

165,819,835

 

Others

 

11,038,595

 

 

11,038,595

 

 

 

 

 

 

 

 

 

TOTAL

 

11,139,693,935

 

148,356,225

 

10,991,337,710

 

 

 

 

For the year ended December 31, 2014

 

Regional information, by segment

 

Total segment
revenue

 

Intersegment
revenue

 

Revenue from
external  customer

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Supermarkets

 

8,159,236,907

 

 

8,159,236,907

 

Shopping

 

354,270,879

 

139,421,198

 

214,849,681

 

Home Improvement

 

1,232,202,692

 

6,586,633

 

1,225,616,059

 

Department stores

 

991,442,445

 

 

991,442,445

 

Financial Services

 

319,504,889

 

 

319,504,889

 

Financial Services (discontinued operations)

 

(201,825,995

)

 

(201,825,995

)

Others

 

2,205,260

 

 

2,205,260

 

 

 

 

 

 

 

 

 

TOTAL

 

10,857,037,077

 

146,007,831

 

10,711,029,246

 

 

F-166



Table of Contents

 

28.8                         Non-current assets by country

 

At December 31, 2016

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other non-financial assets

 

23,356,132

 

7,663,639

 

19,431,481

 

1,877,863

 

6,160

 

52,335,275

 

Trade receivables and other receivables

 

 

8,815,714

 

3,077,992

 

 

 

11,893,706

 

Equity Method investments

 

199,737,813

 

 

 

989,721

 

 

200,727,534

 

Intangible assets other than goodwill

 

219,352,035

 

9,823,814

 

64,145,345

 

106,901,729

 

7,945,191

 

408,168,114

 

Goodwill

 

246,378,878

 

1,467,433

 

397,062,475

 

264,355,612

 

523,055,091

 

1,432,319,489

 

Property Plant and Equipment

 

1,107,174,199

 

212,741,017

 

340,287,996

 

355,639,693

 

562,950,668

 

2,578,793,573

 

Investment Property

 

1,531,658,588

 

323,482,594

 

 

197,264,575

 

29,288,270

 

2,081,694,027

 

Income tax assets, non-current

 

4,852,774

 

5,409,578

 

73,114,098

 

 

 

83,376,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non -current assets—Total

 

3,332,510,419

 

569,403,789

 

897,119,387

 

927,029,193

 

1,123,245,380

 

6,849,308,168

 

 

At December 31, 2015

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other non-financial assets

 

25,390,011

 

4,464,185

 

 

2,047,413

 

6,160

 

31,907,769

 

Trade receivables and other receivables

 

9,657,812

 

5,026,352

 

16,312,688

 

 

 

30,996,852

 

Equity Method investments

 

250,619,777

 

 

 

907,728

 

 

251,527,505

 

Intangible assets other than goodwill

 

211,149,130

 

14,676,994

 

55,464,964

 

111,421,733

 

9,036,596

 

401,749,417

 

Goodwill

 

246,378,878

 

2,593,925

 

343,976,582

 

275,687,596

 

523,055,091

 

1,391,692,072

 

Property Plant and Equipment

 

1,165,259,184

 

261,376,733

 

315,071,707

 

372,374,780

 

597,408,226

 

2,711,490,630

 

Investment Property

 

1,367,201,015

 

216,225,818

 

 

196,505,533

 

27,162,838

 

1,807,095,204

 

Income tax assets, non-current

 

7,997,053

 

857,294

 

 

 

 

8,854,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non -current assets—Total

 

3,283,652,860

 

505,221,301

 

730,825,941

 

958,944,783

 

1,156,668,911

 

6,635,313,796

 

 

At December 31, 2014

 

Chile

 

Argentina

 

Brazil

 

Peru

 

Colombia

 

Consolidated
total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other non-financial assets

 

25,929,866

 

6,211,511

 

 

1,725,040

 

7,000

 

33,873,417

 

Trade receivables and other receivables

 

11,092,704

 

3,760,685

 

19,923,966

 

 

 

34,777,355

 

Equity Method investments

 

51,495,487

 

 

 

752,427

 

 

52,247,914

 

Intangible assets other than goodwill

 

191,711,948

 

14,880,200

 

75,035,961

 

107,805,013

 

11,109,058

 

400,542,180

 

Goodwill

 

246,378,878

 

3,359,143

 

569,584,936

 

268,644,820

 

594,380,786

 

1,682,348,563

 

Property Plant and Equipment

 

1,190,341,063

 

336,413,924

 

404,896,191

 

369,333,777

 

708,743,501

 

3,009,728,456

 

Investment Property

 

1,268,128,765

 

205,318,919

 

 

160,257,212

 

29,887,500

 

1,663,592,396

 

Income tax assets, non-current

 

42,190,641

 

856,902

 

 

 

 

43,047,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets—Total

 

3,027,269,352

 

570,801,284

 

1,069,441,054

 

908,518,289

 

1,344,127,845

 

6,920,157,824

 

 

The amounts for non-current assets by country shown in this note exclude other non-current financial assets and deferred tax assets as per IFRS 8.

 

F-167



Table of Contents

 

28.9                         Additions to non-current assets:

 

As of December 31, 2016

 

Supermarkets

 

Shopping
Center

 

Home
Improvement

 

Department
Stores

 

Financial
Services
(Insurance +
cards +
bank)

 

Support
Services,
Financing,
and Other
Settings

 

Total
Consolidated

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Property plant and equipment

 

113,455,353

 

33,906,164

 

11,131,370

 

27,836,982

 

1,258,327

 

4,803,064

 

192,391,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible asset, other that goodwill

 

8,638,903

 

138,107

 

2,964,884

 

9,083,317

 

584,489

 

16,262,072

 

37,671,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

 

 

1,225,878

 

 

 

 

 

1,225,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total additions

 

122,094,256

 

35,270,149

 

14,096,254

 

36,920,299

 

1,842,816

 

21,065,136

 

231,288,910

 

 

As of December 31, 2015

 

Supermarkets

 

Shopping
Center

 

Home
Improvement

 

Department
Stores

 

Financial
Services
(Insurance +
cards +
bank)

 

Support
Services,
Financing,
and Other
Settings

 

Total
Consolidated

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Property plant and equipment

 

71,673,841

 

20,199,831

 

16,678,579

 

19,406,886

 

793,948

 

1,704,152

 

130,457,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible asset, other that goodwill

 

15,347,604

 

81,582

 

3,705,156

 

5,490,784

 

455,074

 

10,284,698

 

35,364,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

 

 

6,404,431

 

 

 

 

 

6,404,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total additions

 

87,021,445

 

26,685,844

 

20,383,735

 

24,897,670

 

1,249,022

 

11,988,850

 

172,226,566

 

 

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29                                  Restrictions, contingencies, legal proceedings and other matters

 

29.1                         Civil legal proceedings

 

·                           The subsidiaries Cencosud Retail S.A. and Easy S.A in Chile are involved in lawsuits and litigation that are pending as of December 31, 2016. The amounts of these claims are covered by a civil liability insurance policy.

 

·                           On May 22, 2015 the municipality constructions authority of Vitacura ordered the stagnation of the project developed by Cencosud Shopping Centers S.A., on the piece of land located at the 8950 of Kennedy Avenue in Santiago. This Municipality based its decision on the fact that the construction does not have the required permission. The Company filed an appeal on June 19, 2015 to the metropolitan administrative authority (Secretaria Regional Ministerial — “SEREMI”), who issued a ruling accepting the Company`s position and ordering the Municipality to adjust its decision.

 

On November 13, 2015, SEREMI resolved the Appeal brought by Cencosud Shopping Centers S.A., welcoming and ordering the authority of Vitacura, among other considerations, to adjust its action in accordance with the regulations applicable to the date of granting the respective permit. On November 25, 2015, “SEREMI” issued an extended ruling, which reverted its previous position base on the Public Ministry’s opinion.

 

On December 23, 2015 Cencosud filed a “protection claim” to the Appellate Court, alleging to revoke the SEREMI`s  new position redefined on November 25, 2015. On April 2016 the Appellate Court accepted the Cencosud’s protection claim, which is being appealed by SEREMI the Supreme Court. On May 30, 2016 the Supreme Court rejected the SEREMI`s pretentions, which means that the ruling originally issued on June 19, 2015 is fully valid, and it confirms the Company`s allegations. On August 17, 2016 SEREMI resolved to invalidate its ruling according to the Supreme Court decision.

 

On August 17, 2016, the SEREMI resolved to invalidate the exempted resolution questioned in compliance with the Supreme Court’s ruling. On January 19, 2017, the municipality constructions authority of Vitacura proceeded to invalidate the aforementioned resolution by which it paralyzed the works. On that same date, the authority issued a new resolution in which it established the expiration of the building permit, which was rendered invalid by virtue of a decision issued by the Court of Appeals of Santiago on February 2, 2017.

 

·                           During January 2016, the authority National Economic Prosecutor (Fiscalia Nacional Económica FNE) filed a claim to the Free Competition Court (Tribunal de Defensa de la Libre Competencia) against Cencosud, Walmart Chile and SMU supermarkets’ chains, for alleged collusion between the mentioned chains for a price-fixing scheme involving poultry products.

 

The Group answered the aforementioned request to the Court on March 22, 2016, and categorically rejected the allegations raised by the FNE in such claim. The company will keep defending itself in the process to prove its innocence.

 

To Cencosud collusion and anti-competitive practice is unacceptable and totally condemnable.

 

Potential fines in this case could be up to 30,000 UTA (approximately U.S. $24.5 million at the time of the suit filing).

 

·                           The indirect controlled Cencosud Colombia S.A. was legally questioned by the social welfare government authority (UGPP), about omissions, arrears and inaccuracies incurred with respect to the lawful contributions of several employees. The process is being driven by a local Labour Court and with claims amounting to USD $810 thousand. The Company, in consultation with its legal advisors, considers that the chances of getting a favorable ruling to the position of the company are reasonably higher than obtain to an unfavorable ruling.

 

·                           An indirectly controlled subsidiary of Cencosud S,A. in Colombia is involved in litigations regarding extra contractual civil responsibility. The amounts of these claims are covered by a civil liability insurance policy.

 

·                           A civil lawsuit was filed against the indirectly controlled affiliate Cencosud Brasil Comercial Ltda. (previously named GBarbosa Comercial), by the Public Employees Union in supermarkets in the State of Sergipe, which is awaiting the first instance ruling. The union is seeking compensation for overtime hours for all employees of the subsidiary for the period after May 2007. The petition was filed and supported by the ruling, albeit still not judicial, that was issued through another public civil claim, which annulled a bank of hours from May 2007 to April 2009.

 

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The Company, in consultation with itslegal advisor,  cannot estimate the value of the case given the complexity of the calculations related to the process, as well as the absence of sufficient evidence in the file in order to quantify.

 

·                           Cencosud Retail Peru S.A, an indirectly controlled subsidiary of Cencosud S,A. has several outstanding cases at the close of the financial statements for liability claims causes. Total amounts claimed raise to MUSD 153 (ThCh$102,095).  The Company, in consultation with its legal advisors, considers that the chances of getting a favorable ruling to the position of the company are reasonably higher than obtain an unfavorable ruling.

 

·                           The indirect subsidiary Cencosud S.A. Argentina and Jumbo Retail S.A. Argentina, present several cases pending at the close of the financial statements for claims of civil liability, the amounts claimed amount to MUSD 3,577 (ThCh$2,386,896). The Company, in consultation with its legal advisors, estimates that the chances of obtaining a judgment favorable to the company’s position are reasonably superior to those of obtaining an unfavorable ruling.

 

·                           The indirect subsidiary Cencosud S.A. Argentina and Jumbo Retail S.A. Argentina, present several cases pending at the close of the financial statements for claims of labor type with their workers, whose amounts claimed amount to MUSD 30,611 (ThCh$20,426,414).  The Company, in consultation with its legal advisors, estimates that the chances of obtaining a judgment favorable to the company’s position are reasonably superior to those of obtaining an unfavorable ruling.

 

29.2                         Taxation legal proceedings

 

As of December 31, 2016 Group`s Companies maintain several taxation controversies, which the most relevant are shown as follows:

 

Country

 

Society

 

Grounds

 

Amount [1]

 

Stage of
the process

 

Expected
outcome [2]

 

 

 

 

 

 

 

ThCh$

 

 

 

 

 

Chile

 

Cencosud S.A.

 

Shares transference cost

 

7,500,000

 

Trial

 

Positive

 

 

 

Cencosud Internacional Limitada

 

Shares transference cost

 

27,431,929

 

Trial

 

Positive

 

 

 

Paris Administradora Centro Limitada

 

Deductible expenses, offsetting losses

 

3,305,773

 

Trial

 

Positive

 

 

 

Paris Administradora Limitada

 

Deductible expenses, offsetting losses

 

2,388,090

 

Trial

 

Positive

 

 

 

Cencosud Retail S.A.

 

First category income tax

 

8,186,021

 

Trial

 

Positive

 

 

 

Paris Administradora Sur Limitada

 

First category income tax

 

3,768,171

 

Trial

 

Positive

 

 

 

Cencosud Retail S.A.

 

Deductible expenses income tax

 

5,685,229

 

Trial

 

Positive

 

 

 

Sociedad Comercial de Tiendas S.A.

 

Income tax

 

332,015

 

Trial

 

Positive

 

Peru

 

Cencosud Perú

 

VAT or G&S tax

 

1,062,694

 

Trial

 

Positive

 

Brazil

 

Cencosud Comercial Ltda

 

Income tax

 

52,938,651

 

Trial

 

Positive

 

 

 

Cencosud Comercial Ltda

 

PIS & CONFIS [3]

 

17,204,942

 

Trial

 

Positive

 

 

 

Cencosud Comercial Ltda

 

Different causes — Activities Tax

 

13,291,273

 

Trial

 

Positive

 

 


[1] Amount refers to tax payable or tax rebate. Amounts may vary. Fines, interest, translations and adjustments shall be also updated up to payment date, if necessary

 

[2] Potential outcomes are provided for the legal advisors who carry the processes

 

[3] The PIS and COFINS are federal social contributions designed for funding the social security system in Brazil, which are based on a company’s gross revenues

 

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The contingencies and legal proceedings disclosed above are deemed to be of a positive outcome.

 

30                                   Leases

 

The Company leases installations, land, equipment and other assets under operating lease agreements.

 

The agreements have diverse durations and expiration periods, renewal rights and indexation clauses, which are mainly related to the inflation rate in the countries where the contracts are held.

 

30.1                         Operating leases.

 

The Minimum Future Payments of leases, as a Lessee as of December 31, 2016 and 2015 are detailed below:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Up to one year

 

156,535,546

 

154,061,702

 

Between two and up to five years

 

551,277,706

 

558,948,306

 

Over five years

 

1,047,370,343

 

1,352,051,649

 

 

 

 

 

 

 

Total

 

1,755,183,595

 

2,065,061,657

 

 

Lease payments and subleases recognized in the statement of profit and loss:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Minimum payments from operational leases

 

158,044,045

 

157,521,162

 

Contingent leases from operational leases

 

34,907,460

 

29,220,999

 

 

 

 

 

 

 

Total

 

192,951,505

 

186,742,161

 

 

The Minimum Future payments of leases, as a Lessor as of December 31, 2016 and 2015 are detailed below:

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Up to one year

 

189,537,029

 

114,179,348

 

Between two and five years

 

277,347,998

 

367,590,156

 

Over five years

 

81,554,424

 

133,433,795

 

 

 

 

 

 

 

Total

 

548,439,451

 

615,203,299

 

 

The contingent income recognized during 2016 in the statement of profit and loss amounts to ThCh$ 39.012.375 (ThCh$ 41,425,190 as of December 31, 2015).

 

The Company has no individually significant operating leases, nor are there restrictions on the distribution of dividends or on incurring other leasing contracts or debt. All the contracts are at market values.

 

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30.2                         Financial leases

 

In other property, plant and equipment are assets acquired under finance leases.

 

 

 

Balance as of,

 

Property, plant and equipment, net

 

December 31, 2016

 

December 31, 2015

 

 

 

ThCh$

 

ThCh$

 

Land

 

7,597,210

 

11,651,800

 

Buildings

 

8,018,435

 

13,461,711

 

Equipment

 

143,655

 

143,655

 

 

 

 

 

 

 

Total

 

15,759,300

 

25,257,166

 

 

The values of the future payments under these leases are as follows:

 

 

 

December 31, 2016

 

Reconciliation of minimum lease payments

 

Present Value

 

Interest

 

Gross

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Less than one year

 

2,713,893

 

 

2,713,893

 

Between one and five years

 

7,631,036

 

1,201,007

 

8,832,043

 

More than five years

 

11,625,607

 

385,243

 

12,010,850

 

 

 

 

 

 

 

 

 

Total

 

21,970,536

 

1,586,250

 

23,556,786

 

 

 

 

December 31, 2015

 

Reconciliation of minimum lease payments

 

Present Value

 

Interest

 

Gross

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Less than one year

 

3,025,088

 

(231,355

)

2,793,733

 

Between one and five years

 

10,480,886

 

3,145,714

 

13,626,600

 

More than five years

 

19,043,614

 

2,467,266

 

21,510,880

 

 

 

 

 

 

 

 

 

Total

 

32,549,588

 

5,381,625

 

37,931,213

 

 

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31           Guarantees with third parties

 

The detail of the guarantees obtained is the following:

 

31.1                         Guarantees received by project.

 

The amounts detailed below are related to off balance sheet guarantees received.

 

 

 

As of December 31,

 

Grantor of the guarantee

 

2016

 

2015

 

 

 

ThCh$

 

ThCh$

 

Delta Ingenieria y Construcción S.A.

 

136,616

 

 

Ascensores Schindler Chile S.A.

 

19,740

 

1,400,974

 

Constructora Inarco S.A.

 

357,143

 

632,517

 

Desarrollo Constructivo Axis S.A.

 

 

22,500

 

Efizity SPA.

 

4,149

 

 

Polex Chile SA

 

5,911

 

 

Total guarantees obtained for work completion

 

523,559

 

2,055,991

 

 

 

 

 

 

 

Guarantees received for store leases

 

11,275,997

 

10,418,684

 

 

 

 

 

 

 

Total guarantees related to work in progress

 

11,799,556

 

12,474,675

 

 

31.2                         Direct guarantees

 

 

 

Debtor

 

 

 

Committed Assets

 

Guarantee creditor

 

Name

 

Relation

 

Guarantee
type

 

Type

 

Book value
2016

 

Book value
2015

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

Other

 

Cencosud S.A Argentina

 

Subsidiary

 

Mortgage

 

Property, plant and equipment

 

3,867,501

 

3,630,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

 

 

 

 

 

 

 

 

 

3,867,501

 

3,630,138

 

 

 

31.3 Debt Balance from Direct Guarantees

 

 

 

Debtor

 

 

 

 

 

 

 

Guarantee creditor

 

Name

 

Relation

 

Guarantee
type

 

Book value
2016

 

Book value
2015

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

Other

 

Cencosud S.A  Argentina

 

Subsidiary

 

Mortgage

 

3,867,501

 

3,630,138

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

 

 

 

 

 

 

 

3,867,501

 

3,630,138

 

 

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32                                   Personnel distribution

 

The distribution of personnel of the Company is the following:

 

 

 

As of December 31, 2016

 

 

 

Company

 

Managers
and main
executives

 

Professionals
and
technicians

 

Workers
and
other

 

Total

 

Average

 

Cencosud S.A.

 

8

 

898

 

257

 

1,163

 

1,118

 

Subsidiaries in Chile—Argentina Brazil—Peru—Colombia

 

366

 

16,943

 

119,688

 

136,997

 

137,975

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

374

 

17,841

 

119,945

 

138,160

 

139,093

 

 

 

 

As of December 31, 2015

 

 

 

Company

 

Managers
and main
executives

 

Professionals
and
technicians

 

Workers
and
other

 

Total

 

Average

 

Cencosud S.A.

 

8

 

907

 

197

 

1,112

 

1,147

 

Subsidiaries in Chile—Argentina Brazil—Peru—Colombia

 

361

 

17,015

 

121,986

 

139,362

 

142,666

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

369

 

17,922

 

122,183

 

140,474

 

143,813

 

 

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33                                   Stock options

 

As of December 31, 2016, the Company has a share-based compensation plan for executives of Cencosud S.A. and Affiliates. The details of the arrangements are described below:

 

 

 

Stock options granted to key

Agreement

 

executives

Nature of the arrangement

 

2014 retention plan for executives

 

2015 retention plan for executives

 

2016 retention plan for executives

Date of grant

 

September 2013

 

September 2014

 

September 2015

Number of instruments granted

 

22,171,504 shares

 

10,057,500 shares

 

35,526,934 shares

Exercise price

 

Ch$ 2,600

 

Ch$ 1,646

 

Ch$ 1,000

Share price at granted date

 

Ch$ 2,071

 

Ch$ 1,785

 

Ch$ 1,336

Vesting

 

0,9; 1,9; 2,9; 3,9 years

 

1.2; 2.2; 3.1 and 3.4 years

 

0.5; 1.3; and 2.1 years

Condition

 

a)             As of the grant date, the executive must have a current employment contract with the Company or any of its subsidiaries in Chile or abroad without any interruption in its employment relationship,

 

a)             As of the grant date, the executive must have a current employment contract with the Company or any of its subsidiaries in Chile or abroad without any interruption in its employment relationship,

 

a)             As of the grant date, the executive must have a current employment contract with the Company or any of its subsidiaries in Chile or abroad without any interruption in its employment relationship,

 

 

b)             From the date of signing of the stock option contract and until the exercise date, the Executive has not committed any serious breaches of its employment duties, at the Company’s sole discretion,

 

b)             From the date of signing of the stock option contract and until the exercise date, the Executive has not committed any serious breaches of its employment duties, at the Company’s sole discretion,

 

b)             From the date of signing of the stock option contract and until the exercise date, the Executive has not committed any serious breaches of its employment duties, at the Company’s sole discretion,

 

 

 

 

 

 

In the case that the Executive does not subscribe the shares within each defined term of the subscription plan, it will be understood that he or she has waived the respective option, and accordingly, any right; power; promise; or offer in connection with this 2016 Plan has been extinguished for all legal purposes, leaving the company free from any liability for such effects.

 

 

 

 

 

 

 

Settlement

 

Cash

 

Cash

 

Cash

Data used in the options pricing model:

 

 

 

 

 

 

Weighted average price of shares used

 

Ch$ 2,071

 

Ch$ 1,785

 

Ch$ 1,336

Exercise price

 

Ch$ 2,600

 

Ch$ 1,646

 

Ch$ 1,000

Expected volatility

 

23.4%

 

27.0%

 

27.6%

Expected term at grant day (in years)

 

0.9; 1.9; 2.9; 3.9 years

 

1.2; 2.2; 3.1 and 3.4 years

 

0.5; 1.3 and 2.1 years

 

 

 

 

 

 

 

Risk free interest rate

 

5.0

 

3.3

 

4.0

Expected dividends (dividends yield)

 

1%

 

0.9%

 

0.87%

 

 

 

 

 

 

 

Anticipated % of executives leaving the plan (at grant date)

 

10%

 

10%

 

10%

Fair value of the option at the grant date

 

Ch$ 157.49

 

Ch$ 404.37

 

Ch$ 397.03

 

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As at September 28, 2015 the Company launched the 2016 options plan. All the Executives have accepted this plan, and they have waived in respect to any previous existing plans as at September 28, 2015, which have not been exercised by them, including those not exercised because the respective terms have been met. The change in the plan was given a treatment for following the guidance of IFRS 2 “Share based payments”.

 

 

 

Numbers of shares

 

Stock options granted to key executives

 

2016

 

2015

 

1) Outstanding as of the beginning of the period

 

35,676,984

 

25,191,698

 

2) Granted during the period

 

 

35,526,934

 

3) Forfeited during the period

 

(1,080,000

)

(18,596,806

)

4) Exercised during the period

 

(33,812,984

)

 

5) Expired at the end of the period

 

(109,000

)

(6,444,842

)

6) Outstanding at the end of the period

 

675,000

 

35,676,984

 

7) Vested and expected to vest at the end of the period

 

675,000

 

35,676,984

 

8) Eligible for exercise at the end of the period

 

40

 

412

 

 

Stock options––Impact in P&L

 

2016

 

2015

 

2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Impact in the income statement

 

7,673,363

 

5,818,354

 

2,822,081

 

 

In relation to the 2016, 2015 and 2014 Retention Plans, the outstanding options as of December 31, 2016 had a weighted-average contractual life of 0.25 years, 0.25 years and 0.10 years respectively. As of December 31, 2015 those options had a weighted-average contractual life of 0.96 years (2016 plan), 0.73 (2015 plan) and 0.42 (2014 plan) as each one corresponds.

 

The Company utilizes a valuation model that is based in a constant volatility assumption to value its employee share options. The fair value of each option grant has been estimated, as of the grant date, using the Black Scholes option pricing model.

 

The expected volatility is based on market data information. The calculation consisted of the determination of the standard deviation from the Company’s historical closing stock prices during a time horizon approximated to the relevant maturity.

 

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34                                  Assets and liabilities classified as held for sale; and discontinued operations

 

1)             As of December 31, 2016, non-current assets held for sale, in accordance with the disclosures required by IFRS 5, is broken down as follows:

 

a)             Assets and liabilities of disposal group held for sale

 

As of December 31, 2016 assets and liabilities held for sale were as follows:

 

Assets

 

12/31/2016

 

 

 

ThCh$

 

Current assets

 

 

 

Other financial assets, current

 

5,011

 

Other non-financial assets, current

 

134,502

 

Trade receivables and other receivables

 

929,937

 

Current inventories

 

877,016

 

 

 

 

 

Total current assets

 

1,946,466

 

 

 

 

 

Non-current assets

 

 

 

Trade receivable and other receivables, non-current

 

8,879,073

 

Property Plan and Equipment

 

43,359,091

 

Investment properties

 

2,939,242

 

 

 

 

 

Total non-current assets

 

55,177,406

 

 

 

 

 

Total assets

 

57,123,872

 

 

Liabilities

 

12/31/2016

 

 

 

ThCh$

 

Current liabilities

 

 

 

Other financial liabilities, current

 

1,842,529

 

Other provisions, current

 

78,699

 

Current provision for employee benefits

 

75,319

 

 

 

 

 

Total current liabilities

 

1,996,547

 

 

 

 

 

Non-current liabilities

 

 

 

Other non-financial liabilities, non-current

 

10,869,777

 

Accounts payables and other payables

 

2,802,909

 

 

 

 

 

Total non-current liabilities

 

13,672,686

 

 

 

 

 

Total liabilities

 

15,669,233

 

 

December 31, 2016 assets and liabilities classified as at as non-current assets classified as held for sale is detailed as follows:

 

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b)             Sale of non-strategic pieces of land in Chile

 

As of December 31, 2016, date of close of these financial statements, the Company remains committed to the plan of sale of undeveloped land in Chile. The process has been planned, defined and structured in conjunction with the Property and Shopping Divisions Management.

 

The assets included in this plan correspond to assets classified among Properties Plant and Equipment and Investment Property items, whose book value is expected to be recovered through the future sale, rather than continuing to use them within business units that the company operates. The sale of these assets is considered highly probable, and is expected to be materialized during the next twelve months. Key management has initiated an active program with the necessary actions to conclude agreements of significant conditions, such as the price and timing of the transactions with unrelated third parties, and finally sell them within the defined term.

 

The Company has made a number of administrative and operational plans to finalize the sale and has commissioned exclusively to the brokerage society “colliers” the task to market those assets. This company has extensive expertise in real estate and finance sectors.

 

Non-current assets and liabilities classified as held for sale as of December 31, 2016 are presented as follows:

 

Property, plant and equipment; and investment property held for sale

 

12/31/2016
ThCh$

 

Land

 

16,570,947

 

Fixed assets under leasing agreements

 

5,414,316

 

Facilities

 

348,921

 

Buildings

 

5,511

 

Furnitures and other assets

 

4,456,863

 

 

 

 

 

Total property, plant and equipment

 

26,796,558

 

 

 

 

 

Other financial liabilities, current and non-current - Leasing

 

(3,860,775

)

 

 

 

 

Investment property

 

2,939,242

 

 

Detailed assets, classified as held for sale, have been recognized at the lower of carrying amount and fair value less costs to sell, from the moment of the reclassification.

 

c)              Gas stations - Colombia

 

Colombian gas stations, previously reported under the “supermarkets” segment in our financial statements, have been included within the assets and liabilities held for sale as of December 31, 2016 and are presented as follows:

 

Gas stations - Colombia

 

12/31/2016
ThCh$

 

Other non financial assets, current

 

134,502

 

Trade receivables and other receivables, current

 

312,416

 

Inventories, current

 

877,016

 

Property, plant and equipment

 

16,562,533

 

Trade payables and other payables, current

 

(2,802,909

)

Other provisions, current

 

(78,699

)

Current provision for employee benefits

 

(75,319

)

 

 

 

 

Net value of the gas stations classified as held for sale

 

14,929,540

 

 

The Company determined a plan for the sale of these assets, for which is expected to be completed in one year.

 

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2)             Sale of the Banco Paris business

 

On December 15, 2016, a contract was signed for the sale and transfer of assets and for the transfer and assumption of liabilities between Banco Paris and Banco Scotiabank Chile, where Banco Paris sells,and transfers to Scotiabank a set of mortgage loans granted By Banco Paris to different debtors, a set of assets originated in the acquisition of mortgage bonds issued by Banco Paris under the terms of Chapter 9-1 of the updated SBIF and II. A.1 of the Compendium of Financial Regulations of the Central Bank of Chile and other financial investments made by Banco Paris, all of them net of the corresponding provisions. The sale, assignment and transfer of the assets subject to this instrument will be perfected on the closing date, as this term will be defined later by the parties.

 

Assets and liabilities held for sale allocated within the Banco Paris business are presented according to the following detail:

 

Banco Paris

 

12/31/2016
ThCh$

 

 

 

 

 

Other financial assets, current

 

5,011

 

Trade receivables and other receivables, current

 

617,521

 

Trade receivables, non-current

 

8,879,073

 

Other financial liabilities, current

 

(1,495,227

)

Other financial liabilities, non-current

 

(7,356,304

)

 

 

 

 

Net value of Banco Paris classified as held for sale

 

650,074

 

 

3)             Sale of the financial retail segment in Chile

 

On May 1, 2015 the transaction for which Scotiabank Chile acquired 51% of the division of retail financial services of Cencosud SA was completed. As a result, the companies CAT Administradora de Tarjetas S.A., Operadora de Procesos S.A., Servicios Integrales S.A, and CAT Corredores de Seguros y Servicios S.A. were deconsolidated as of that date.

 

The transaction was valued at US $ 280 million (ThCh$ 169,845,372) and includes a commitment from BNS to finance 100% of the loan portfolio of retail financial business. As of December 31, 2015 the Company has recognized a gain of ThCh$ 61,372,533 within the consolidated statement of profit and loss by function, under the “ Profit from discontinued operations “ line. The generated profit includes ThCh$ 30,144,477 corresponding to the benefit related to the measurement at fair value of non-controlling interest in subsidiaries held after the sale.

 

a)             Results of discontinued operations for the year ended December 31, 2015:

 

Statement of profit and loss by function - Discontinued operations

 

12/31/2015
ThCh$

 

12/31/2014
ThCh$

 

Revenues from ordinary activities

 

60,759,616

 

201,825,995

 

Cost of sales

 

(20,400,024

)

(55,799,003

)

 

 

 

 

 

 

Gross Margin

 

40,359,592

 

146,026,992

 

 

 

 

 

 

 

Other revenues by function

 

436,450

 

190,554

 

Sales, general and administrative expenses

 

(12,971,018

)

(55,459,874

)

Other expenses by function

 

(4,400,196

)

(13,670,330

)

Other gains

 

61,376,274

 

35,340

 

 

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Statement of profit and loss by function - Discontinued operations

 

12/31/2015
ThCh$

 

12/31/2014
ThCh$

 

Results from operating activities

 

84,801,102

 

77,122,682

 

 

 

 

 

 

 

Finance income

 

131,448

 

259,620

 

Finance expenses

 

(14,354,550

)

(38,952,554

)

Exchange differences

 

2,760,915

 

(19,198,679

)

Gain from indexation

 

(38,046

)

(4,969,932

)

 

 

 

 

 

 

Results from operating activities before income tax

 

73,300,869

 

14,261,137

 

Income Tax

 

(2,683,876

)

(1,599,496

)

 

 

 

 

 

 

Net profit for the period

 

70,616,993

 

12,661,641

 

 

d)             Cash flows from (used in) discontinued operations

 

For the year ended

 

12/31/2015

 

12/31/2014

 

 

 

ThCh$

 

ThCh$

 

Net cash from (used in) operating activities

 

(107,449,303

)

14,583,058

 

Net cash from (used in) investing activities

 

169,095,101

 

1,996,104

 

Net cash from (used in) financing activities

 

35,258,696

 

(80,580,490

)

 

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35                                  Environmental matters

 

As of December 31, 2016 and 2015, the Company has not made disbursements related to the protection of the environment, and there are no future commitments with regards to this matter.

 

36                                  Sanctions

 

At December 31, 2016 and December 31, 2015 the Superintendence of Securities and Insurance and other administrative authorities have not applied sanctions to the Company or its Directors

 

37                                  Subsequent events

 

Between the date of issuance of these consolidated financial statements and the filing date of this report, management is not aware of any other subsequent events that could significantly affect the consolidated financial statements.

 

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