20-F 1 cnco_20f.htm 20-F cnco_20f.htm


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
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2015
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM                      TO                     
 
OR
 
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report                     
 
COMMISSION FILE NUMBER: 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
 
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, 2015: 2,828,723,963 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    Yes  þ    No  ¨
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    Yes  ¨    No   þ
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    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).    Yes  ¨    No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  þ                 Accelerated filer  ¨                 Non-accelerated filer  ¨
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP  ¨
International Financial Reporting Standards as issued by the International Accounting Standards Board  þ
Other  ¨
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:    Item 17  ¨    Item 18  ¨
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
 


 
 
 
 
 
TABLE OF CONTENTS
 
     
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Item 16D.
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Item 16E.
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Item 16F.
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Item 16G.
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Item 16H.
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Item 17.
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Item 18.
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Item 19.
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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;
 
 
difficulties in successfully integrating recent and future acquisitions into our operations;
 
 
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.

 
1

 
 
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, 2015, UF1.00 was equivalent to U.S.$36.09 and Ch$25,629.09, 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, 2015 is based on the observed exchange rate (dólar observado) reported by the Central Bank of Chile (the “Chilean Central Bank”) for December 31, 2015, which was Ch$710.16 per U.S.$1.00. The rates reported by the Chilean Central Bank for December 31, 2015 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, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 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, 2015 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”). 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. 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.
 
 
2

 
 
Beginning with the 2015 financial year, the Company has decided to change the accounting policy related to the allocation in the statement of profit and loss of the impacts on the measurement at fair value of financial instruments and derivative contracts, which together meet criteria for applying hedge accounting. Likewise, this change in accounting policy has been adopted for derivative instruments classified as speculative, in the case that these have not been designated as hedges.
 
The decision to make this voluntary change in accounting policy has been adopted in order to more reliably and effectively reflect the impact of financial transactions and financial derivative contracts. Previously, while market value measurement was practiced (Mark to Market - MTM) over financial instruments and derivative contracts, the ineffective portion of designated hedges was recognized under the operational category of "other gains and losses". The "other gains and losses" line is an operational category, which included related components with a financial nature and origin. Through the adopted change, these effects will be presented under the non-operating items of "exchange difference" and "interest expense", depending on the nature of the hedged item.
 
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 profit attributable to controlling shareholders before 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 profit (loss) attributable to controlling shareholders, the most directly comparable IFRS financial measure, to EBIT is set forth below:
 
   
Year ended December 31,
 
   
2015
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
(in millions of U.S.$)
   
(in millions of Ch$)
 
Profit attributable to controlling shareholders
    327       231,941       164,895       249,930       249,959       274,333  
Profit attributable to non-controlling shareholders
    0       44       (748 )     (166 )     2,851       10,559  
Profit from Continuing Operations
    227       161,368       151,485       241,408       219,762       284,892  
Financial expense (net)
    (344 )     (244,100 )     (173,548 )     (190,593 )     (165,044 )     (145,109 )
Income tax charge
    (82 )     (58,540 )     (125,932 )     (94,068 )     (92,226 )     (119,556 )
EBIT from Continuing Operations
    653       464,008       450,965       526,069       477,032       549,556  
Profit from Continuing Operations
    227       161,368       151,485       241,408       219,762       284,892  
 
 
3

 
 
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, 2015 (in millions of Ch$)
 
Profit attributable to controlling shareholders
    317,449       380,401       108,439       22,772       80,350       (677,471 )     231,941  
Profit attributable to non-controlling shareholders
    0       0       0       0       0       (44 )     (44 )
Profit from Continuing Operations
    317,449       380,401       108,439       22,772       9,733       (677,427 )     161,368  
Financial expense (net)
    0       0       0       0       14,223       (258,323 )     (244,100 )
Income tax charge
    0       0       0       0       2,684       (61,224 )     (58,540 )
EBIT from Continuing Operations
    317,449       380,401       108,439       22,772       (7,173 )     (357,880 )     464,008  
Profit from Continuing Operations
    317,449       380,401       108,439       22,772       80,350       (677,471 )     231,941  
 
Information by segment
 
Supermarkets
   
Shopping
centers
   
Home
improvement
stores
   
Department
stores
   
Financial
services
   
Other
   
Consolidated
total
 
   
Year ended December 31, 2014 (in millions of Ch$)
 
Profit attributable to controlling shareholders
    289,603       259,362       98,786       (4,575 )     48,762       (527,042 )     164,895  
Profit attributable to non-controlling shareholders
    0       0       0       0       0       0       0  
Profit from Continuing Operations
    289,603       259,362       98,786       (4,575 )     36,101       (527,791 )     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       259,362       98,786       (4,575 )     (2,592 )     (189,618 )     450,965  
 
Information by segment
 
Supermarkets
   
Shopping
centers
   
Home
improvement
stores
   
Department
stores
   
Financial
services
   
Other 2
 
   
Consolidated
total
 
   
Year ended December 31, 2013 (in millions of Ch$)
 
Profit attributable to controlling shareholders
    304,654       247,586       80,042       24,754       40,046       (455,510 )     241,573  
Profit attributable to non-controlling shareholders
    0       0       0       0       0       (94,068 )     (94,068 )
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 3
   
Consolidated
total
 
   
Year ended December 31, 2012 (in millions of Ch$)
 
Profit attributable to controlling shareholders
    314,538       222,701       73,646       20,231       (9,431 )     (404,773 )     216,911  
Profit attributable to non-controlling shareholders
    0       0       0       0       0       (92,226 )     (92,226 )
Profit from Continuing Operations
    314,538       222,701       73,646       20,231       (9,431 )     (401,923 )     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
    314,538       222,701       73,646       20,231       (9,431 )     (144,653 )     477,032  
                                                         
 

2 Includes Support services, financing, adjustments and others.
3 Includes Support services, financing, adjustments and others.
 
 
4

 
 
Information by segment
 
Supermarkets
   
Shopping
centers
   
Home
improvement
stores
   
Department
stores
   
Financial
services
   
Other
   
Consolidated
total
 
   
Year ended December 31, 2011 (in millions of Ch$)
 
Profit (loss) attributable to controlling shareholders
    299,605       170,391       67,291       29,698       91,418       (373,511 )     284,892  
Profit attributable to non-controlling shareholders
    0       0       0       0       0       (119,556 )     (119,556 )
Profit from Continuing Operations
    299,605       170,391       67,291       29,698       91,418       (373,511 )     284,892  
Financial expense (net)
    0       0       0       0       0       (145,109 )     (145,109 )
Income tax charge
    0       0       0       0       0       (119,556 )     (119,556 )
EBIT from continuing operations
    299,605       170,391       67,291       29,698       91,418       (108,847 )     549,556  
 
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, 2012 and operated throughout the last six months of 2012, (i) our “same-store sales” data would include the sales of that store for the last six months of 2012 and the last six months of 2013 and (ii) we would account for the sales of the new store during the first six months of 2013 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.
 
 
5

 
 
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 (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®, Jumbo Más®, Easy®, Más Easy®, Santa Isabel®, Disco®, Vea®, Super Vea®, Blaisten®, Johnson®, Paris®, Más Paris®, Seguros Cencosud®, Banco Paris®, Circulo Más®, Wong®, Metro®, GBarbosa®, Perini®, Bretas®, Mercantil Rodrigues®, Nectar® , Vive Chevere® (which along with Nectar® was replaced by the brand Cencosud Puntos® as our loyalty program as of March 31, 2014 in Chile and Colombia), Tarjeta Cencosud®, Banco Cencosud®, Costaner Center®, and Prezunic®, 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.
 
 
6

 
 
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, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 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, 2012 and 2011 and the selected balance sheet data as of December 31, 2013 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.
 
Unless otherwise noted, U.S. dollar amounts have been translated from Chilean pesos based on the dollar observed, or observed exchange rate of Ch$710.16 per U.S.$1.00 as of December 31, 2015, 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.
 
 
7

 
 
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,
 
   
2015
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
(in millions of U.S.$)
   
(in millions of Ch$)
                         
Revenues from ordinary activities, continuing operations:
                                   
Supermarkets
    11,329       8,045,566       8,159,237       7,682,994       6,733,610       5,556,271  
Shopping Centers
    349       248,026       214,850       205,332       172,104       129,727  
Home improvement
    2,069       1,469,246       1,225,616       1,176,890       1,063,086       948,641  
Department stores
    1,481       1,051,642       991,442       970,360       886,075       690,772  
Financial services
    233       165,820       117,679       81,651       58,454       267,874  
Other(1)
    16       11,039       2,205       16,932       12,022       11,520  
Total revenues from ordinary activities
    15,477       10,991,338       10,711,029       10,134,158       8,925,351       7,604,806  
Cost of Sales:
                                               
Supermarkets
    (8,469 )     (6,014,367 )     (6,216,769 )     (5,782,590 )     (5,057,477 )     (4,177,664 )
Shopping Centers
    (48 )     (33,984 )     (28,029 )     (23,341 )     (27,213 )     (19,449 )
Home improvement
    (1,355 )     (962,485 )     (800,342 )     (787,402 )     (711,500 )     (647,337 )
Department stores
    (1,055 )     (749,412 )     (741,279 )     (701,530 )     (644,668 )     (499,413 )
Financial services
    (69 )     (49,276 )     (39,046 )     (25,938 )     (21,082 )     (85,632 )
Other(1)
    (5 )     (3,702 )     (1,967 )     (3,451 )     (2,294 )     (5,421 )
Total cost of sales
    (11,002 )     (7,813,226 )     (7,827,432 )     (7,324,252 )     (6,464,234 )     (5,434,917 )
Gross Profit::
                                               
Supermarkets
    2,860       2,031,199       1,942,468       1,900,404       1,676,133       1,378,607  
Shopping Centers
    301       214,042       186,821       181,991       144,891       110,278  
Home improvement
    714       506,761       425,275       389,487       351,586       301,303  
Department stores
    426       302,229       250,163       268,830       241,407       191,359  
Financial services
    164       116,544       78,632       55,713       37,372       182,242  
Other(1)
    10       7,337       (1,197 )     13,481       9,728       6,099  
Total Gross Profit
    4,475       3,178,112       2,883,597       2,809,907       2,461,117       2,169,890  
                                                 
Administrative expenses, distribution costs and other expenses
    (3,767 )     (2,675,486 )     (2,482,777 )     (2,357,582 )     (2,048,390 )     (1,669,374 )
Other income
    296       210,521       114,438       108,291       107,011       85,128  
Participation in earnings of associates
    20       14,067       6,208       10,289       5,642       5,779  
Financial income
    21       14,939       6,709       5,999       8,231       10,984  
Financial expenses
    (365 )     (259,038 )     (180,258 )     (196,592 )     (173,276 )     (156,093 )
Other gains (losses)4
    (175 )     (124,455 )     (6,515 )     (3,165 )     (11,711 )     1,358  
Exchange differences
    (164 )     (116,743 )     (24,411 )     (22,787 )     (13,100 )     (11,936 )
Losses from indexation
    (31 )     (22,009 )     (39,576 )     (18,885 )     (23,538 )     (31,289 )
Income (loss) before taxes
    310       219,908       277,416       335,476       311,988       404,448  
Income tax charge
    (82 )     (58,540 )     (125,932 )     (94,068 )     (92,226 )     (119,556 )
Profit from Continuing Operations
    227       161,368       151,485       241,408       219,762       284,892  
Profit from Discontinued Operations5
    99       70,617       12,662       8,357       33,047       0  
Net Income
    327       231,985       164,146       249,765       252,809       284,892  
Profit attributable to non-controlling shareholders
    0       44       (748 )     (166 )     2,851       10,559  
Profit attributable to controlling shareholders
    327       231,941       164,895       249,930       249,959       274,333  
Net earnings attributable to shareholders per share for continuing operations:
                                               
Basic6
    0.1       57       54       87       93       121  
Diluted
    0.1       56       54       87       92       120  
Net earnings attributable to shareholders per share for discontinued operations:
                                               
Basic
    0.0       25       4       3       14       0  
Diluted
    0.0       25       4       3       14       0  
Number of Shares
                                               
Total number of Shares
    2,828,723,963       2,828,723,963       2,828,723,963       2,762,910,986       2,327,518,639       2,264,103,215  
Dividends per share:
                                               
Basic
    0.1       82       58       90       107       121  
Diluted
    0.1       81       58       90       106       120  
 

4 As of December 31, 2015 the Company has recorded a goodwill impairment in the amount of Ch$116,771 million (BRL$566 million).
5 As of December 31, 2015 the Company has recognized a gain of Ch$ 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
6 In U.S. dollars U.S. dollars and Chilean pesos.
 
 
8

 
 
   
As of December 31,
 
Balance sheet data:
 
2015
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
(in millions of U.S.$)
   
(in millions of Ch$)
 
Total current assets
    3,523       2,501,765       3,002,468       2,425,219       2,334,567       2,085,636  
Property, plant, equipment and investment property net
    3,818       2,711,491       3,009,728       3,101,884       2,977,838       2,228,529  
Other assets
    6,896       4,897,470       4,704,307       4,538,131       4,361,594       3,329,923  
Total assets
    14,237       10,110,725       10,716,503       10,065,234       9,674,000       7,644,088  
Total current liabilities
    3,416       2,426,085       3,138,770       2,951,699       3,329,041       2,331,280  
Total non-current liabilities
    5,230       3,713,828       3,286,247       2,852,168       2,946,747       2,362,201  
Total liabilities
    8,646       6,139,913       6,425,017       5,803,867       6,275,788       4,693,482  
Paid-in capital7
    3,269       2,321,381       2,321,381       2,321,381       1,551,812       927,804  
Non-controlling interest
    (1 )     (934 )     (832 )     100       678       87,750  
Net equity attributable to controlling shareholders
    5,593       3,971,746       4,292,318       4,261,267       3,397,534       2,862,856  
Total net equity and liabilities
    14,237       10,110,725       10,716,503       10,065,234       9,674,000       7,644,088  
 
   
Year ended December 31,
 
Other financial data:
 
2015
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
(in millions of U.S.$)(1)
   
(in millions of Ch$)8
 
Cash Flow Data
                                   
Net cash provided by (used in):
                                   
Operating activities
    896       636,151       389,483       364,782       718,715       567,739  
Investing activities
    44       31,046       (233,396 )     (320,507 )     (1,873,568 )     (623,753 )
Financing activities
    (899 )     (638,609 )     (112,378 )     (107,029 )     1,246,077       89,607  
Other Financial Information
                                               
Capital expenditures
    (242 )     (171,606 )     (227,423 )     (317,710 )     (573,650 )     (616,336 )
Depreciation and amortization
    (308 )     (218,490 )     (200,043 )     (186,576 )     (138,941 )     (117,948 )
Financial Ratios
                                               
Gross margin9
    28.9 %     28.9 %     26.9 %     27.7 %     27.6 %     28.5 %
Net margin10
    2.1 %     2.1 %     1.5 %     2.5 %     2.8 %     3.7 %
Working capital  ratio11
    1.03       1.03       0.96       0.82       0.70       0.89  
 
   
Year ended December 31,
 
Comprehensive income:
 
2015
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
(in millions of U.S.$)
   
(in millions of Ch$)
 
Comprehensive income attributable to controlling shareholders
    (362 )     (257,312 )     76,056       94,725       34,002       357,049  
Comprehensive (loss) income attributable to non-controlling shareholders
    (0 )     (102 )     (881 )     (168 )     (5,354 )     12,865  
Total comprehensive income
    (362 )     (257,414 )     75,175       94,557       28,648       369,913  
 

7 Paid-in capital (refer to Item 3.A of Form 20-F).
8 Except financial ratios.
9 Consolidated gross profit divided by consolidated revenues from ordinary activities.
10 Consolidated net income divided by consolidated revenues from ordinary activities.
11 Consolidated current assets divided by consolidated current liabilities.
 
 
9

 
 
   
Year ended December 31,
 
Operating data:
 
2015
   
2014
   
2013
   
2012
   
2011
 
Number of Stores
                             
Supermarkets:
                             
Chile
    245       238       224       214       189  
Argentina
    286       290       290       288       269  
Brazil
    222       219       221       204       152  
Peru
    90       87       87       86       74  
Colombia
    101       100       100       96       0  
Supermarkets subtotal
    944       934       922       888       684  
Home Improvement Stores:
     
Chile
    35       33       32       31       29  
Argentina
    50       50       48       47       48  
Colombia
    10       9       9       4       4  
Home improvement stores subtotal
    95       92       89       82       81  
Department Stores:
                                       
Chile
    79       79       77       78       35  
Peru
    9       9       6       0       0  
Department stores subtotal
    88       88       83       78       35  
Shopping Centers:
                                       
Chile
    25       25       25       9       9  
Argentina
    22       22       18       18       14  
Peru
    4       4       3       2       2  
Colombia
    2       2       2       0       0  
Shopping centers subtotal
    53       53       48       29       25  
Total
    1,180       1,167       1,123       1,076       825  
                                         
Total Selling Space12
 
(in square meters)
Supermarkets:
                                       
Chile
    577,547       567,873       546,236       524,677       463,834  
Argentina
    526,475       529,428       519,171       522,270       502,682  
Brazil
    611,363       602,194       596,746       552,764       391,485  
Peru
    269,526       261,700       259,360       258,762       233,331  
Colombia
    426,393       425,196       428,469       416,699       0  
Supermarkets subtotal
    2,411,305       2,386,391       2,349,981       2,275,172       1,591,332  
Home Improvement Stores:
     
Chile
    325,315       307,853       307,853       299,806       276,325  
Argentina
    383,786       383,786       373,490       369,067       391,485  
Colombia
    82,320       75,733       75,732       37,060       35,360  
Home improvement stores subtotal
    791,421       767,372       757,074       705,933       703,170  
Department Stores:
                                       
Chile
    374,153       375,586       371,891       377,191       272,388  
Peru
    45,233       45,233       32,222       0       0  
Department stores subtotal
    419,386       420,819       404,113       377,191       272,388  
Shopping Centers:
                                       
Chile
    431,207       433,053       412,418       410,117       282,693  
Argentina
    277,203       281,515       241,410       241,410       227,396  
Peru
    71,191       71,191       58,388       41,303       54,750  
Colombia
    14,991       14,514       14,514       0       0  
Shopping centers subtotal
    794,592       800,272       756,264       692,830       564,839  
Total
    4,416,704       4,374,855       4,237,899       4,051,126       3,131,729  
 

12 In square meters at period end.
 
 
10

 
 
                                         
Average Sales per Store13
 
(in millions of Ch$)
Supermarkets:
                                       
Chile
    10,371       9,894       9,943       9,617       9,662  
Argentina
    7,482       6,254       6,162       6,083       5,776  
Brazil
    7,608       9,837       9,067       10,270       10,211  
Peru
    9,802       9,617       8,569       8,360       8,439  
Colombia
    8,369       9,999       9,185       1,189       0  
Supermarkets subtotal
    8,568       8,736       8,228       8,356       8,123  
Home Improvement Stores:
                                       
Chile
    14,554       14,107       14,022       12,915       12,672  
Argentina
    18,218       13,859       14,209       13,191       11,287  
Colombia
    6,682       6,717       9,449       10,682       9,845  
Home improvement stores subtotal
    15,714       13,179       13,858       12,964       11,712  
Department Stores:
                                       
Chile
    12,566       12,053       12,413       11,360       19,736  
Peru
    6,550       4,360       2,430                  
Department stores subtotal
    11,950       11,945       11,691       11,360       19,736  
Shopping Centers:
                                       
Chile
    5,361       11,284       11,284       9,309       7,167  
Argentina
    3,915       4,620       4,620       4,365       4,262  
Peru
    4,715       4,852       4,852       2,301       2,783  
Colombia
    4,503       8,642       8,642                  
Shopping centers subtotal
    4,680       7,080       7,080       5,939       5,189  
Total
                                       
                                         
Increase (Decrease) in Same-Store Sales14
 
(%)
Supermarkets:
                                       
Chile
    4.6 %     4.3 %     1.6 %     4.8 %     4.7 %
Argentina
    16.8 %     29.0 %     17.3 %     18.5 %     22.5 %
Brazil
    (6.3 %)     (0.6 )%     (0.5 )%     0.5 %     1.4 %
Peru
    0.8 %     4.6 %     1.5 %     4.2 %     6.5 %
Colombia
    1.4 %     (1.5 )%     (7.4 )%                
Home Improvement Stores:
                                       
Chile
    3.1 %     2.7 %     6.1 %     6.3 %     4.9 %
Argentina
    30.2 %     27.5 %     30.3 %     26.6 %     32.3 %
Colombia
    4.2 %     (3.4 )%     0.3 %     4.1 %     11.8 %
Department Stores:
                                       
Chile
    3.3 %     (0.5 )%     4.7 %     5.3 %     5.2 %
Peru
    13.7 %     (0.1 )%                        
                                         
 

13 Sales for the fiscal period divided by the number of stores or shopping centers, as applicable, at the end of the fiscal period.
14 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, 2014 and operated throughout the last six months of 2014, (i) “same-store sales” would include the sales of that store for the last six months of 2014 and the last six months of 2015 and (ii) we would consider the sales of the new store during the first six months of 2015 as sales from a newly opened store. Calculated in local currency.
 
11

 
 
Sales per Square Meter15
 
(in millions of Ch$)
Supermarkets:
                                       
Chile
    4.37       4.15       4.08       3.92       3.94  
Argentina
    4.08       3.43       3.44       3.35       3.09  
Brazil
    2.74       3.58       3.36       3.79       4.08  
Peru
    3.27       3.20       2.87       2.78       2.68  
Colombia
    1.98       2.35       2.14       0.28          
Supermarkets subtotal
    3.35       3.42       3.52       3.56       3.52  
Home Improvement Stores:
                                       
Chile
    1.56       1.48       1.46       1.34       1.33  
Argentina
    2.37       1.81       1.83       1.68       1.38  
Colombia
    0.80       1.04       1.04       1.15       1.11  
Home improvement stores subtotal
    1.89       1.57       1.62       1.51       1.35  
Department Stores:
                                       
Chile
    2.65       2.54       2.57       2.35       2.54  
Peru
    1.30       0.10       0.45       0       0  
Department stores subtotal
    2.50       2.36       2.57       2.35       2.54  
Shopping Centers:
                                       
Chile
    0.31       0.28       0.26       0.22       0.23  
Argentina
    0.31       0.24       0.29       0.28       0.26  
Peru
    0.26       0.24       0.24       0.14       0.10  
Colombia
    0.61       0.70       0.30                  
Shopping centers subtotal
    0.31       0.27       0.27       0.23       0.23  
                                         
Total number of store employees16
    140,474       153,234       154,603       146,424       131,505  
 
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.
 

15 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.
16 Number of full-time employee equivalents at period end.
 
 
12

 
 
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.$ 17
 
   
High18
   
Low31
   
Average19
   
Period end20
 
Year ended December 31,
                       
2011
    533.74       455.91       483.57       519.20  
2012
    519.69       469.65       486.59       479.96  
2013
    533.95       466.50       495.18       524.61  
2014
    621.41       527.53       570.33       606.75  
2015
    715.66       597.10       654.66       710.16  
Month end
                               
October 31, 2015
    695.53       673.91       684.91       690.32  
November 30, 2015
    715.66       688.94       705.00       711.20  
December 31, 2015
    711.52       693.72       704.19       710.16  
January 31, 2016
    730.31       710.37       721.96       710.37  
February 28, 2016
    715.41       689.18       703.31       694.17  
March  31, 2016
    694.82       669.08       679.88       669.80  
April  2016 (through April 8, 2016)
    682.45       669.55       675.93       682.45  
 
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 if 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
   
Average21
   
Period end
 
Year ended December 31,
                 
2011
    4.304       3.972       4.131       4.304  
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  
Month end
                               
October 31, 2015
    9.546       9.427       9.490       9.546  
November 30, 2015
    9.688       9.554       9.627       9.688  
December 31, 2015
    13.763       9.698       11.428       13.005  
January 31, 2016
    13.941       13.069       13.655       13.904  
February 28, 2016
    15.584       14.088       14.815       15.584  
March  31, 2016
    15.892       14.337       14.848       14.672  
April  2016 (through April 8, 2016)
    14.816       14.462       14.639       14.462  
 

17 Source: Chilean Central Bank.
18 Exchange rates are the actual low and high, on a daily basis for each period.
19 The yearly average rate is calculated as the average of the exchange rates on the last day of each month during the period.
20 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.
21 Represents the daily average exchange rate during each of the relevant periods.
 
 
13

 
 
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
   
Average22
   
Period end
 
Year ended December 31,
                       
2011
    1.8811       1.6554       1.7593       1.6662  
2012
    1.9016       1.5345       1.6746       1.8758  
2013
    2.1121       1.7024       1.9550       2.0435  
2014
    2.7403       2.1974       2.3547       2.6562  
2015
    4.1949       2.5754       3.3387       3.9048  
Month end
                               
October 31, 2015
    4.0010       3.7386       3.8801       3.8589  
November 30, 2015
    3.8506       3.7010       3.7765       3.8506  
December 31, 2015
    3.9831       3.7476       3.8711       3.9048  
January 31, 2016
    4.1558       3.9863       4.0524       4.0428  
February 28, 2016
    4.0492       3.8653       3.9737       3.9796  
March  31, 2016
    3.9532       3.5755       3.6854       3.5755  
April  2016 (through April 8, 2016)
    3.6983       3.5643       3.633       3.6284  
 
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
Average23
Period end
Year ended December 31,
       
2011
2.880
2.786
2.824
2.808
2012
2.832
2.693
2.754
2.695
2013
2.709
2.549
2.638
2.549
2014
2.987
2.760
2.838
2.981
2015
3.408
2.981
3.184
3.408
Month end
       
October 31, 2015
3.282
3.214
3.246
3.282
November 30, 2015
3.381
3.284
3.335
3.372
December 31, 2015
3.408
3.366
3.380
3.408
January 31, 2016
3.468
3.415
3.436
3.468
February 28, 2016
3.536
3.476
3.504
3.521
March  31, 2016
3.517
3.323
3.393
3.323
April  2016 (through April 8, 2016)
3.401
3.349
3.371
3.378
 

22 Represents the daily average exchange rate during each of the relevant periods.
23 Calculated as the average of the month-end exchange rates during the relevant period.
 
 
14

 
 
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
   
Average24
   
Period end
 
Year ended December 31,
                       
2011
    2,206.19       2,061.92       2,128.68       2,206.19  
2012
    2,446.35       2,206.19       2,342.25       2,392.46  
2013
    2,452.11       2,361.54       2,397.26       2,441.10  
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  
Month end
                               
October 31, 2015
    3,086.75       2,855.74       2,929.47       2,897.83  
November 30, 2015
    2,206.19       2,061.92       2,128.68       2,206.19  
December 31, 2015
    3,356.00       3,131.95       3,244.20       3,149.47  
January 31, 2016
    3,375.80       3,149.47       3,270.20       3,287.31  
February 28, 2016
    3,434.89       3,287.31       3,354.96       3,306.00  
March  31, 2016
    3,244.71       3,000.67       3,110.53       3,000.67  
April  2016 (through April 8, 2016)
    3,111.77       3,033.98       3,074.39       3,085.98  
 
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.
 

 24  Calculated as the average of the month-end exchange rates during the relevant period.
 
 
15

 

=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. 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, 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. Our inability to respond effectively to competitive pressures and changes in the retail markets could have a material adverse effect on us, including as a result of our losing market share.
 
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. 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.
 
 
16

 
 
Our growth in recent years has been due to a series of significant acquisitions that are not likely to be repeated in future periods.
 
We may not be able to successfully execute our growth strategy through acquisitions as done in the past. As a result of the consolidation that has occurred in the retail industry, a significant component of our growth in recent years has occurred through acquisitions. In particular, we acquired various supermarket and department store chains in recent years, including Paris in Chile in 2005, GBarbosa in Brazil in 2007, Wong in Peru in 2008, Perini, Super Familia and Bretas in Brazil in 2010, Cardoso in Brazil and Johnson in Chile in 2011, and Prezunic in Brazil and Carrefour’s supermarket operations in Colombia in 2012. See “Item 4. Information on the Company—A. History and Development of the Company—History.” As noted above, we believe that further consolidation is likely to occur in the industries in which we operate. However, some of our principal competitors are larger than we are and are likely to be better positioned to take advantage of strategic acquisition and consolidation opportunities. We cannot assure you that in the future there will be continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions or that we will be able to compete with our competitors for any future acquisitions. As a result, our growth rate is likely to be significantly lower than it has been in recent years, which may have a material adverse effect on us.
 
A failure to successfully integrate acquired businesses may have a material adverse effect on us.
 
Over the past several years, we have completed a number of important acquisitions and may continue to make acquisitions in the future. We believe that these acquisitions provide strategic growth opportunities for us. Achieving the anticipated benefits of these acquisitions will depend in part upon our ability to integrate these businesses in an efficient and effective manner. The challenges involved in successfully integrating acquisitions include: we may find that the acquired company or assets do not further our business strategy, that we overestimated the expected benefits to be derived from the acquisitions, we discover new contingencies not identified through the due diligence process, or that economic conditions have changed, all of which may result in a future impairment charge; we may have difficulty integrating the operations and personnel of the acquired business and may have difficulty retaining the customers and/or the key personnel of the acquired business; we may have difficulty incorporating and integrating acquired technologies into our business; our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing diverse locations; we may have difficulty maintaining uniform standards, controls, procedures and policies across locations; an acquisition may result in litigation from terminated employees of the acquired business or third parties; and we may experience significant problems or liabilities associated with technology and legal contingencies of the acquired business. These factors could have a material adverse effect on us, particularly in the case of a larger acquisition or multiple acquisitions in a short period of time. Our inability to successfully integrate our acquisitions could have a material adverse effect on us.
 
The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipate from these transactions.
 
As part of our business strategy in the past, we have grown significantly through acquisitions. Any future decision to pursue an acquisition is based on our belief that such acquisition will complement our business strategy and grow our business. We currently do not have any plans for acquisitions and do not anticipate any acquisitions in the near future, however, our management is unable to predict whether or when any prospective acquisitions will occur, or the likelihood of a certain transaction being completed on favorable terms and conditions. If we decide to pursue an acquisition in the future, our ability to do so successfully will depend on many factors, including our ability to identify acquisitions, the ability to negotiate favorable transaction terms and our ability to finance any such acquisition from internal or external sources. Even if we are able to identify acquisition targets and obtain the necessary financing to make these acquisitions, it is possible that the cost of doing so, taken together with possible adverse market conditions and resulting loss of revenues or net income, could financially overextend us.
 
Acquisitions also expose us to the risk of successor liability relating to litigation, tax claims or other actions involving an acquired company, its management or contingent liabilities incurred before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual or potential liabilities. Any material liability associated with an acquisition could have a material adverse effect on us, including our reputation, and reduce the benefits of such acquisition.
 
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, as occurred in Chile with the denial by the Tribunal de Defensa de la Libre Competencia (the Chilean Antitrust Court) of the merger between Distribucion y Servicio D&S S.A. (“D&S”) and Falabella in January 2008. Peru does not currently apply such controls, but we cannot assure you that it will not impose them in the future. Accordingly, our ability to expand our business through acquisitions in Chile, Argentina, Brazil, Peru and Colombia may be limited.
 
 
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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. 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.
 
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 2013, 2014 and 2015, 27.7%, 28.0% and 27.7% 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.
 
 
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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, 2015, supplier allowances and promotional incentives amounted to 16.1% of costs in our supermarket division, 9.4% of costs in our home improvement division and 5.7% of costs for our department store division. For the years ended December 31, 2015, the amount of these allowances and promotional incentives amounted to Ch$1,299,604 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. As part of our strategy for growth, we are considering a possible separation of our Shopping Centers Division, primarily of those in Argentina, Chile, Peru and Colombia. 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.
 
The potential separation of our Shopping Centers Division may face certain challenges and may not result in the expected benefits.
 
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 would, as per our current plans, primarily involve shopping centers in Argentina, Chile, Peru and Colombia. This operation would involve the development of a plan for investment in additional expansions and new projects with the proceeds obtained from such separation. The Company currently expects that it would maintain a majority position in the resulting entity. 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.
 
Our decision to pursue the separation will depend on a number of factors, including market conditions and our ability to obtain any necessary regulatory approvals. Although we currently plan to keep a majority interest in the resulting entity, our financial profile will change upon the separation of the Shopping Centers Division from the Company’s other businesses. Furthermore, we cannot guarantee that the separation will result in the intended benefits, such as growth and expansion.
 
 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.
 
 
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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. 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, 2015, 2014 and 2013 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.
 
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:
 
 
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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.
 
 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 38.4%, 37.1% and 36.1% of our total sales in 2015, 2014 and 2013, 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. 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.
 
 
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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, 2015, notional amounts in cross currency swaps with different counterparties stood at approximately U.S.$ 1.9 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.
 
 
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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 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.
 
 
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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. The Argentine government requires importers to maintain a balance of payments requiring them to export equivalent amounts of merchandise. In response to that we have succeeded in placing Argentine made products throughout our stores in the markets in which we operate. Since 2002 the Argentine government has imposed duties on the exports of various primary and manufactured products, including some of those that are sold in our stores. Such duties have undergone significant increases, reaching a maximum of 35% for certain items. We cannot assure you that there will not be further increases in the export taxes or the new export or import taxes or quotas will not be imposed by the government of Argentina or that similar measure could be taken by other countries in which we operate.
 
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, 2015, approximately 40.9% 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.”
 
Cyber security
 
Our security platform allows us to manage user identities, allocate resources to users and secure access to corporate resources. Our 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.
 
Cyber-attack detection systems are currently in place, including fire walls and intrusion prevention systems. We have deployed antivirus solutions for endpoints and servers, antispam and antivirus for corporate e-mail and a web filtering solution to secure internet access. Security infrastructure is deployed in Chile, Argentina, Peru, Brazil and Colombia. Additionally, different levels of penetration testing are executed periodically to validate the strength of the perimeter defense and suggest improvements measures if necessary.
 
During the last five years we have been working on a plan to incrementally adopt the requirements and best practices of the Payment Card Industry in order to increase controls around the cardholder data and reduce credit card fraud via its exposure.
 
All of our distribution centers have a backup network link, uninterruptible power supply and emergency power systems in order to be protected from link cuts and main power disruptions. We also use a daily data backup system and have service contracts in place to repair any hardware failures.
 
 
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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.
 
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.
 
 
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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. Peru is exposed to recurring flooding and mudslides due heavy rain due attributable to the El Niño phenomenon.  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 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.
 
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. 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, increased from 22.5% in 2015, to 24% in 2016. Further increases up to 27% are expected for the coming years. The Tax Reform changed 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. The Tax Reform Act was amended in February, 2016, but the key changes and impact of the reform remained.
 
New tax reform legislation in Peru and Colombia may affect the operating results of, and reduce the amount of dividends we receive from, our Peruvian and Colombian subsidiaries.
 
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 but also 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 increased 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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In December 2014, Colombia’s legislative branch approved a tax reform bill that came into effect on January 1, 2015. According to the new tax bill, Colombian companies will have to pay an annual wealth tax (between 0.2% and 1.5%, depending on the taxable base) and a higher CREE income tax (3% surcharge for the 2015, 2016, 2017 and 2018 tax years). The resulting increase in the tax liability of our Colombian subsidiaries is expected to decrease the amount of income available for dividends.
 
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.”
 
Risks Related to Chile
 
Our growth and profitability depend on the level of economic activity in Chile and other markets.
 
37.6%, 36.3% and 36.9% of our revenues from ordinary activities in the years ended December 31, 2015, 2014 and 2013, 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. Chile was also involved in an international litigation with Peru regarding maritime borders, which was resolved in 2013 at the international court at The Hague, and has had other conflicts with neighboring countries in the past. 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.
 
 
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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.
 
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 4.4% during 2011, inflation of 1.6% in 2012, inflation of 3.0% in 2013, inflation of 4.6% in 2014 and inflation of 4.4% in 2015 according to the Central Bank 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, 2015, approximately 14.6% 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.
 
Currency devaluations and foreign exchange fluctuations had and may have a material adverse effect on us.
 
The Chilean 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 against the U.S. dollar. The value of the Chilean peso against the U.S. dollar may continue to fluctuate significantly in the future. See “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Chile” and “Item 3. Key Information—A. Selected Financial Data—Exchange Rates—Chile.”
 
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, 2015, after cross currency swaps and forward exchange agreements that fully hedge against the variation between the Chilean peso and the U.S. dollar, 30.5% 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 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.
 
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.
 
 
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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. In light of the executive branch of the Chilean government having majority support at both houses of the Chilean Congress, we expect that the proposed bill will be approved as drafted or under some amended form following debate of the bill in both houses. A revised version of the bill has been approved by the Senate, but may face constitutional challenges and must be reconciled with the version of the bill that was passed in the lower house. It was expected that the bill would be approved by the end of the first quarter of 2016, though the reconciliation process will likely delay final approval and implementation of the reforms.
 
The draft the proposed bill contemplates several amendments to the existing labor framework in Chile, including, among other points:
 
·
Expanding collective bargaining power to certain employees who were prevented from exercising this right, such as apprentices, temporary workers and others.
 
·
Recognizing unions as the only party entitled to exercise collectively bargaining rights on behalf of the workers.
 
·
Extending benefits obtained by a union in the course of a negotiation to any worker joining that union after the negotiation has concluded. The extension of said benefits to employees would be contingent to the assent of each union.
 
·
Using collective bargaining agreements currently in effect as a floor for the negotiation of new conditions of employment. The financial situation of the company or business as of the date of discussions for a new agreement would not have any bearing on ongoing negotiations.
 
·
Curtailing the employer’s right to replace workers participating in a strike with current or new employees while the strike is taking place creating an obligation for unions to provide the personnel required to comply with “minimum services” through “emergency teams.”
 
·
Expanding the matters that may be subject to collective bargaining agreements, allowing the negotiation of more flexible workdays, adaptable systems and others.
 
·
Allowing unions to annually request information regarding the remunerations and duties associated with each category of employees from large companies.
 
Approval and implementation of the proposed bill, which increases the collective bargaining power of labor unions, or similar reforms may have adverse effects on our overall employment and operating costs and may increase the likelihood of business disruptions on our various activities in Chile, which could negatively affect our financial results.
 
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 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 if this trend will continue in the future. 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, including: (i) the elimination of the requirement to register foreign exchange transactions in the AFIP’s Exchange Transactions Consultation Program, (ii) the elimination of the requirement of mandatory repatriation and conversion of foreign debt into Pesos; however, such repatriation and conversion are required in the foreign exchange market to repay such debt and interest thereon, (iii)  the reestablishment of Argentine residents’ right to purchase foreign currency up to the limit of U.S.$ 2.0 million monthly for general savings and investments purposes, (iv) the reduction of the requirement of a mandatory, non-transferable and non-interest-bearing deposit of US Dollars equal to 30% of the inflowing amount for 365 calendar days term in connection with certain transactions involving foreign currency inflows, (v) the reduction of the minimum stay period, from 365 days to 120 calendar days (counted as from the date on which the funds are transferred to Argentina and converted into Pesos) in connection with foreign loans and portfolio investments and (vi) the elimination of the requirement of a minimum holding period (72 business hours from the time of the deposit of the Securities in the transferor’s account) for purchases and subsequent sales of the securities in a foreign currency. Notwithstanding the foregoing, the minimum stay period is not applicable to primary issuances of bonds or other securities that are listed in a stock Exchange. In cases of partial or total prepayment of principal of foreign financial indebtedness, access to the foreign exchange market is admitted subject to the prior compliance with the minimum stay period mentioned in (v).In addition, on December 17, 2015, because certain restrictions were lifted, the Peso devalued against the U.S. Dollar considerably.
 
 
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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. 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. After 2013, foreign currency restrictions in Argentina became more stringent in a government effort to curb their drain. However, the reforms implemented by the new administration since December 2015 have eased many restrictions on the purchase and transfer of foreign currency. Now the Peso floats against the US Dollar in the foreign exchange market with limited intervention by the Central Bank.
 
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. For this reason, GDP and inflation rates for the year 2015 have yet to be disclosed.
 
Although Argentina has reached an agreement with a significant portion of holdout creditors of its foreign debt, such agreement has not closed yet and remains subject to Congressional approval and approval by the relevant New York courts. Therefore, there is a certain degree of uncertainty regarding Argentina´s future ability to access the international capital markets. The aforementioned factors in conjunction with less favorable prices for Argentina´s main agricultural exports could have a negative effect on economic growth and could have a material adverse effect on us.     
 
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. 
 
Argentina’s 2001 default and its failure to fully restructure its sovereign debt and fully negotiate with the holdout creditors may limit Argentina’s ability to reenter the international capital markets. Litigation initiated by holdout creditors as well as claims with the International Centre for Settlement of Investment Disputes (ICSID) have resulted and may continue to result in judgments against the Argentine government which, if not paid, could prevent Argentina from obtaining credit from multilateral organizations. Judgment creditors have sought and may continue to seek attachment orders or injunctions relating to assets of Argentina that the government intended for other uses.   
 
During February 2016, the Macri administration announced preliminary agreements with several groups of holders of defaulted debt (including NML Capital Ltd, the fund managed by Elliott, Aurelius Capital, Davidson Kempner and Bracebridge Capital), which is subject to two conditions: first, obtaining approval by the Argentine Congress (including repealing of local laws that restrict payments to holdouts), and second, the lifting of the so-called pari passu injunctions. So far, the House of Representatives of the Congress has approved the bill to close the transaction with the holdout creditors. The Senate is scheduled to vote on the bill in the first week of April. Thereafter, Argentina contemplates a capital raise in the global financial markets, which would be used to fund the payments.  Upon payment (which shall take place on or before April 14), the injunctions entered several years ago against Argentina by Judge Thomas P. Griesa would automatically dissolve if Judge Griesa's indicative ruling of February 19 is converted into a final order vacating the injunctions. This settlement, if consummated, together with other agreements in principle with other holdout bondholders, resolves over 85% of the claims of those with "pari passu" and "me-too" injunctions. 
 
 
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However, there are still holdouts that did not reach an agreement with Argentina. As a result of this continuing and potential future litigation, as well as the injunctions issued by the United States courts preventing bondholders from receiving their interest payments on the bonds issued pursuant to the 2005 and 2010 exchange offers and the related subsequent events, the Argentine Government may not have the financial resources necessary to implement reforms and foster economic growth, which, in turn, could have a material adverse effect on the country’s economy.
 
There are concerns about the accuracy of the Argentine INDEC’s measurements and thus its impact on us.
 
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 has been criticized by economists and investors after its initial report found prices rising well below expectations. These events have 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 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 new measure revealed consumer prices increased at a 24% rate in 2014. The Macri administration replaced the authorities of INDEC and it is in the process of implementing a new methodology. INDEC is yet to issue the results for 2015. Prior to the suspension of the indexes, the consumer prices showed an 11.9% increase, from January to October, 2015. The new INDEC Director, Mr. Jorge Todesca, is expected to make substantial changes to the Institute methods and thus, produce more reliable statistics.
 
   Intervention by the Argentine government in the Argentine economy has increased and may have a direct impact on our prices and sales.
 
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 300 products in supermarkets and in the home improvement industry. 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.
 
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, 2013, 2014 and 2015 our operations in Brazil represented 19.8%, 20.1% and 15.3% 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, the value of the Real fell to a record low of 4.0065 per U.S. dollar. Brazil’s gross domestic product, in real terms, grew 1.8% in 2012 and 2.7% in 2013 and 0.1% in 2014, and decreased 3.85% in 2015. 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.
 
 
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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 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. Brazil’s political scenario is further complicated by calls for impeachment of President Dilma Rousseff.
 
The 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.
 
 
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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 2015, inflation measured by the Brazilian consumer price index (Índice de Preços ao Consumidor), or IPCA, reached 10.67%, above the upper limit of 6.5%, established by the Brazilian monetary council. In 2016, the Brazilian monetary policy will continue to use the IPCA as reference for the inflation target. The inflation target for 2016 is set at 4.5%, allowing 2 percentage points below or above this target, which is similar to the target for 2015. If the Central Bank’s assessment is that inflation will be above this target, it may raise interest rates. In 2016, factors that may adversely affect consumer inflation are, among others, the further depreciation of the Real against global benchmark currencies, a possible decision by the Brazilian federal government to raise utility prices (such as electricity tariffs) and potential tax increases. The inflation rate of administered prices has been decelerating and will, most likely, be the main driver of the moderate slowdown expected in 2016.
 
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, 11.75% in 2014 and 14.25% in 2015, 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. Hydrological conditions in late 2007 and early 2008 have been poor, particularly impacting reservoir levels in the northeastern and southeastern regions of Brazil. More recently, Brazil has experienced record heat levels in January 2014 which, coupled with a prolonged lack of rain, have left hydroelectric reservoirs at low levels. In 2015, Brazil increased the energy prices by as much as 50% in certain parts of the country, which led to an increase in our energy costs. The recurrence in the future of unfavorable hydrological conditions could lead to the implementation of broad electricity conservation programs or further 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.
 
 
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Risks Related to Peru
 
Economic, social and political developments in Peru, including political instability, inflation and unemployment, could have a material adverse effect on us.
 
Our operations in Peru represented 7.9%, 8.7% and 9.1% in 2013, 2014 and 2015, 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, which has exercised and continues to exercise substantial influence over many aspects of the private sector, and by other economic, social and political developments in Peru, including devaluation, currency exchange controls and economic growth. Previous Peruvian governments have imposed controls on prices, exchange rates, local and foreign investment and international trade, restricted the ability of companies to dismiss employees, expropriated private sector assets and prohibited the remittance of profits to foreign investors.
 
In the past, Peru has 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. A return to a high inflation environment would also undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and employment and on us.
 
General elections in Peru are expected to take in place in April 2016, and presidential and congressional elections may impact the development of certain industries, affect the interpretation of existing legislation or result in the enactment of additional regulations, actions or agencies, which may result in changes in regulations in Peru that adversely affect our business.
 
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 5.7% in 2012 and depreciated against the U.S. dollar by 9.6% in 2013, 6.7% in 2014 and 2.6% in 2015. 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.
 
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 9.7%, 10.2% and 8.3% of total consolidated revenues for 2013, 2015 and 2015, 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 and 3.2% in 2105.
 
 
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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.
 
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. Colombia was the United States’ 22nd largest supplier of goods imports in 2013. U.S. goods imports from Colombia totaled $21.6 billion in 2013, $14.2 billion in 2014 and $9.9 billion in 2015. U.S. imports from Colombia are down 6.5% since 2011 (pre-FTA). U.S. imports to Colombia accounted for 1.0% of overall imports in 2013. 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.
 
 
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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.
 
Our Colombian operations are subject to regulation.
 
The supermarket business 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.
 
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 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.
 
 
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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, 4.6% for 2014 and 6.67% in 2015. 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.
 
Risks Related to our Shares and the ADSs
 
Our ADSs have a limited trading history and market volatility may affect our stock price and the value of your investment.
 
Our ADSs began to trade on the New York Stock Exchange on June 22, 2012, and as a result have a limited trading history. We cannot predict the extent to which investor interest in our company will maintain an active trading market on the NYSE, or how liquid that market will be in the future. 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.
 
 
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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, the Chile Electronic Stock Exchange and the Valparaíso 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 40.0% 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 60.0%% of our shares, through Inversiones Quinchamali Ltda., Inversiones Latadía Ltda. and Inversiones Tano Ltda, as of the date of this annual report. A disposition 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.
 
 
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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.”
 
Our recent transformation as a U.S. public company may increase our costs and disrupt the regular operations of our business.
 
Our initial public offering has had a significant transformative effect on us. We have incurred and expect to incur additional legal, accounting, reporting and other expenses as a result of having an ADS program. We will also incur costs which we have not incurred previously, including, but not limited to, increased costs and expenses for directors’ fees, increased directors and officers insurance, increased investor relations, and various other incremental costs related to having an ADS program traded in the United States.
 
We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as amended, as well as rules implemented by the Securities and Exchange Commission (the “SEC”) and NYSE. We expect these rules and regulations to increase our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly. These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. This could have a material adverse impact on our ability to recruit and bring on a qualified independent board. We cannot predict or estimate the amount of additional costs we may incur as a result of these requirements or the timing of such costs.
 
 
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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 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.
 
 
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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.
 
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.
 
 
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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.
 
History
 
Our history has been one demonstrating organic growth as well as significant, ongoing 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.
 
 
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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—Present
 
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%.
 
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.
 
 
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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.
 
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, 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.
 
 
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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, once they were approved, 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 would, as per our current plans, primarily involve shopping centers in Argentina, Chile, Peru and Colombia. This operation would involve the development of a plan for investment in additional expansions and new projects with the proceeds obtained from such separation. The Company currently expects that it would maintain a majority stake in the entity. Any transaction ultimately undertaken with respect thereto will be subject to 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 11th, 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 Cruz Verde.
 
On March 1, 2016 Cencosud announced the sale of 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, totaling UF 4,275,000 (approximately U.S.$160 million).
 
Principal Capital Expenditures for Organic Expansion
 
Capital expenditures totaled Ch$ 171,606 million, Ch$227,423 million and Ch$317,710 million for the years ended December 31, 2015, 2014 and 2013, 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 794,592 square meters of gross leasable area as of December 31, 2015, and we also offer private label credit cards, consumer loans and limited financial services to our retail customers.  
 
 
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For the year ended December 31, 2015, we had 1,180 stores and shopping centers with an aggregate of 4,416,704 square meters of selling space and had assets of Ch$ 10,110,725 million, liabilities of Ch$ 6,139,913  million, net earnings attributable to controlling shareholders of Ch$ 231,985 million, and shareholders’ equity of Ch$ 3,970,812  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 1,180 as of December 31, 2015 and the total selling space of our retail stores and shopping centers from 1,433,838 to 4,416,704 square meters as of December 31, 2015. In addition, over the same period, we completed several strategic acquisitions that have significantly increased the size and geographic scope of our operations.
 
In February 2014, we revised our internal corporate management structure to capitalize on the synergies between our retail business lines, consolidating the management of all of our retail business lines (Supermarkets, Department Stores, and Home Improvement) into one division under a new Corporate Retail Managing Director. This reorganization is expected to facilitate the exchange of better business practices among our business lines and divisions across the various countries in which we operate.
 
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, 2015:
 
   
Chile
   
Argentina
   
Brazil
   
Peru
   
Colombia
   
Total
 
Supermarkets
    245       286       222       90       101       944  
Home improvement stores
    35       50       0       0       10       95  
Department stores
    79       0       0       9       0       88  
Shopping centers
    25       22       0       4       2       53  
Total
    384       358       222       103       113       1.180  
 
In summary, highlights of our commercial activities include:
 
 
1,180 stores and shopping centers as of December 31, 2015.
 
 
4,416,704 square meters of selling space as of December 31, 2015.
 
 
A total of 5,8 million active credit cards issued and U.S.$1.8 billion in credit card operations as of December 31, 2015
 
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, 2015
 
   
Chile
   
Argentina
   
Brazil
   
Peru
   
Colombia
 
   
(in millions of Ch$)
 
Revenues from ordinary activities (continuing operations)
    4,135,882       3,260,877       1,682,600       995,222       916,758  
Gross profit
    1,197,464       1,169,679       365,632       249,431       195,906  
 
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 944 supermarkets throughout Chile, Argentina, Brazil, Peru and Colombia as of December 31, 2015, 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, 2015, the second largest in Argentina and the largest in 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, 2015 we operated a total of 245  supermarkets in Chile under the Santa Isabel and Jumbo brands. We operate 286 supermarkets under Jumbo, Disco and Super Vea brands in Argentina, as of December 31, 2015.
 
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 believe we are the largest operator in the state of Minas Gerais, the second-largest in the northeast of Brazil, and we estimate we are the third-largest in the state of Rio de Janeiro, all in terms of sales. Our operations in Brazil comprise 222 supermarkets.
 
 
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According to Nielsen, we are the largest supermarket operator in Peru in terms of sales, with 90 stores as of December 31, 2015.
 
In Colombia we are the third largest player in the food retailing industry according to Nielsen data as of December 31, 2015. Our operations in the country comprise 101 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, 2015. We sell a wide variety of building and other materials, including name brand and private label products. As of December 31, 2015, we have 35 Easy home improvement stores and 325,315 square meters of home improvement store selling space in Chile and 50 Easy and Blaisten home improvement stores and 383,786 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, 2015 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, 2015. 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 374,153 square meters of total selling space as of December 31, 2015 and 9 Paris stores in Peru with selling space of 45,233 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, 2015. As of December 31, 2015, 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 794,592 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 mortage 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 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, 2015, we had a total of 5.8 million credit cards and other accounts in Chile, Argentina, Brazil, Colombia and Peru. As of December 31, 2015, we also had U.S.$ 1.8 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, 2015, 2014 and 2013, results from our “Other” segment represented 0.1% , 0.2% and 0.2%, respectively, of our consolidated revenues.
 
 
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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, 2015
 
   
Supermarkets
   
Home
improvement
   
Department
stores
   
Shopping
centers
   
Financial
services
continuing
operations
   
Other25
 
   
(in millions of Ch$)
 
Revenues from ordinary activities
    8,045,566       1,469,246       1,051,642       248,206       165,820       11,039  
Gross profit
    2,031,199       506,761       302,229       214,042       116,544       7,337  
 
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, 2015, 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 metrics26 related to our consolidated growth for the periods presented:
 
   
Year Ended December 31,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)27
 
Number of retail stores(2)
    1.127       1,115       1,094  
Total store area (square meters)(2)
    3,622,112       3,586,816       3,514,342  
Net sales
    10,991,338       10,176,675       9,640,294  
 
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, 2014 we owned a total of 245supermarkets and hypermarkets in Chile operating under the 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, 2014 we operated 286 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, 2015 we operated 222 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. Regionally, we estimate that we are the second-largest operator in the northeast of Brazil, the largest operator in Minas Gerais in Brazil and, the third-largest operator in Rio de Janeiro, in terms of sales. In Peru, we operated 90 Metro and Wong hypermarkets and supermarkets at December 31, 2015. According to Nielsen, we are the 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.
 

 25 See “—Our Company” for a description of our “Other” segment.
26 Number of sores and total store area excludes shopping centers and Financial Services.
27 Except numbers of stores and selling space.
 
 
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For the year ended December 31, 2015, our supermarkets generated revenues from ordinary activities and gross profit of Ch$8,045,566 million and Ch$2,031,199 million, respectively.
 
As noted under “Item 4. Information on the Company—A. History and Development of the Company—History” above, our supermarket operations have expanded through organic growth and several acquisitions over the past few years. The following table sets forth, for the periods indicated, the effect of the expansion of our supermarket operations:
 
   
Year ended December 31, 28
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)29
 
Number of stores
    944       934       922  
Total selling space (square meters)
    2,411,305       2,386,391       2,353,168  
Average sales per store
    8,568       7,512       8,228  
Sales per square meter
    3.35       2.40       2.14  
 
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
 
2015
   
2014
   
2013
 
   
(in millions of Ch$)
 
Chile
    2,504,714       2,354,805       2,227,303  
Argentina
    2,154,753       1,813,585       1,786,933  
Brazil
    1,677,543       2,154,313       2,003,898  
Peru
    867,511       836,676       745,470  
Colombia
    841,046       999,857       919,390  
Total
    8,045,566       8,159,237       7,682,994  
 
Chile
 
At December 31, 2015, we operated 245 hypermarkets and supermarkets in Chile under the Jumbo and Santa Isabel brands, which together had 577,547 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
 
   
2015
   
2014
   
2013
 
Number of stores
    245       224       224  
Total selling space (square meters)
    577,547       546,236       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.
 

28 For 2013 and 2014 average sales per store and sales per square meter exclude Colombian Supermarket operations.
29 Except numbers of stores and selling space.
 
 
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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 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 286 supermarkets in Argentina at December 31, 2015, which together had 526,475 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    286       290       290  
Total selling space (square meters)
    526,475       529,428       524,921  
 
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 3,000 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.
 
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.
 
 
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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, 2015, we operated 222 stores in Brazil that together had 611,363 square meters of total selling space. In addition to these, we also operate 140 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, 2015, our supermarkets in Brazil generated revenues from ordinary activities of Ch$1,677,543 million, representing 15.3 % of our consolidated revenues from ordinary activities for such period.
 
The following table sets forth certain information related to our supermarkets in Brazil30 for the periods presented:
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
Number of stores
    222       219       221  
Total selling space (square meters)
    611,363       602,194       596,746  
 
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. We agreed to pay the purchase price of R$18 million (approximately U.S.$11.3 million or Ch$5,429 million) in three installments, 60% on the closing of the transaction, 20% on the six-month anniversary of the closing date and the remaining 20% on the first year anniversary of the closing date. 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.
 

30 Excluding Eletro-show stores and pharmacies operating under the GBarbosa brand. See “—Other Operations—Electronic Stores” and “—Other Operations—Pharmacies.”
 
 
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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$217,295 million). As of December 31, 2015, we operated 90 Wong and Metro hypermarkets and supermarkets in Peru which together had 269,526 square meters of total retail selling space. For the year ended December 31, 2015, our stores in Peru generated revenues from ordinary activities of Ch$ 867,511 million, representing 7.9% 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    90       87       87  
Total selling space (square meters)
    269,526       261,700       259,360  
 
As of December 31, 2015, 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    101       100       100  
Total selling space (square meters)
    426,393       425,196       425,908  
 
As of December 31, 2015 the hypermarkets we operated in Colombia had an average selling space of 4,222 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.
 
Hypermarkets . 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.
 
 
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In addition to its Jumbo hypermarket operations in Colombia, Cencosud also operates hypermarkets 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 promotional strategies for its clients and is aimed at those that value price without neglecting quality.
 
Supermarket. Our supermarkets 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.
 
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, 2014, we operated 93 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, 2015, 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, 2015, our home improvement stores generated revenues from ordinary activities and gross profit of Ch$ 1,469,246 million, Ch$ 506,761 million, respectively.
 
Our home improvement operations have expanded through organic growth and several acquisitions over the past three years. The following table sets forth, for the periods indicated, information regarding the expansion of our home improvement operations:
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
Number of stores
    95       93       89  
Total selling space (square meters)
    791,421       779,606       757,074  
 
 
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,
 
   
2014
   
2013
   
2012
 
   
(in millions of Ch$)
 
Revenues from ordinary activities
     
Chile
    494,849       465,520       448,703  
Argentina
    910,920       692,925       682,010  
Colombia
    63,476       67,171       46,177  
Total
    1,469,246       1,225,616       1,176,890  
 
Chile
 
In Chile, we operate our home improvement store business through 35 Easy home improvement stores. For the years ended December 31, 2015, 2014 and 2013, Easy home improvement stores in Chile generated revenues from ordinary activities of Ch$ 494,849 million, Ch$465,520 and Ch$ 448,703 million, respectively, representing 4.5%, 4.3% and 4.4% 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    35       33       32  
Total selling space (square meters)
    325,315       313,500       307,853  
 
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.
 
 
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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, 2015, 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 50 Easy and Blaisten home improvement stores, which had 383,786 square meters of total selling space as of December 31, 2015. For the year ended December 31, 2015, our home improvement stores in Argentina generated revenues from ordinary activities of Ch$ 910,920 million, representing 8.3% of our consolidated revenues from ordinary activities during such period.
 
The following table sets forth certain information related to our Easy home improvement stores in Argentina for the periods presented:
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
Number of stores
    50       50       48  
Total selling space (square meters)31
    383,786       383,786       373,490  
 
Our home improvement business in Argentina has expanded rapidly over the past few years, primarily through the acquisition of four former Home Depot stores in 2002 and nine Blaisten stores in 2008. At December 31, 2015, our Easy and Blaisten home improvement stores in Argentina have an average of 7,676 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, 2015 we operated 10 Easy home improvement stores. For the year ended December 31, 2015, our Easy home improvement stores in Colombia generated revenues from ordinary activities of Ch$63,476 million, representing 0.6% of our consolidated revenues from ordinary activities for such period. Nine of our Easy home improvement stores are located in Bogota and one is located in the city of Medellin.
 
The following table sets forth certain information related to our Easy home improvement stores in Colombia for the periods presented:
 

31 Methodology for the calculation of selling space was modified in 2013 to exclude aisles and cashier space.
 
 
54

 
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
Number of stores
    10       10       9  
Total selling space (square meters)
    82,320       82,320       75,733  
 
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 clothing products (including clothes for women, men and children, shoes and accessories) which represent approximately 55% of Paris’ sales, as well as of household goods, electronics and technology products which represent the other 45% of Paris’ sales, each as of December 31, 2015. As of December 31, 2015, 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, 2015, we also believe we have the largest selling space for department stores in Chile.
 
As of December 31, 2015, we operated 79 department stores in Chile, which together had 374,153 square meters of total selling space. In Peru, our Paris store operations comprise 9 stores with 45,233 square meters of selling space. For the years ended December 31, 2015, 2014 and 2013, our department stores generated revenues from ordinary activities of Ch$1,051,642 million, Ch$ 991,442 million and Ch$ 970,360 million, respectively, representing 9.6%, 9.3% and 9.4% 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    79       79       77  
Total selling space (square meters)
    374,153       375,586       371,891  
 
Chile
 
Our Paris and Johnson department stores in Chile have an average selling area of 4,736 square meters.
 
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, Rainforest, Greenfield, Suburbia, Muv, Fes, Yoko and Aussie, 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,
 
   
2015
   
2014
   
2013
 
Number of stores
    9       9       6  
Total selling space (square meters)
    45,233       45,232       32,208  
 
Our Paris department stores operations in Peru were launched in 2013 and have an average selling area of 5,026 square meters.
 
 
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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 of 794,592 square meters as of December 31, 2015. 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,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)
 
Revenues from ordinary activities
                 
Chile
    134,018       120,734       112,838  
Argentina
    86,134       66,589       69,297  
Peru
    18,867       17,438       14,555  
Colombia
    9,007       10,089       8,642  
Total
    248,026       214,850       205,332  
 
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.
 
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 62 and 63 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.
 
 
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The following table shows certain information regarding the shopping centers we own in Chile as of and for the year ended December 31, 2015.
 
Chile
 
Number
of Malls
   
GLA
Total
   
GLA
Third Party
   
GLA Related
Party
 
         
(square meters)
 
Mega Center
    1       152,667       115,740       36,927  
Regional
    1       117,920       74,559       43,362  
Neighborhood
    8       471,603       221,502       250,102  
Power Center
    15       359,025       19,407       339,618  
 
Argentina
 
Cencosud is the leader in the shopping center industry in Argentina in terms of GLA that totaled over 700,000 square meters in the country, with 22 shopping centers with 96.7% 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. Since 2002, we have also actively worked to promote this flow with the launch of our Aventura family entertainment centers. 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, 2015.
 
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  
      22       747,894       277,203       470,691  
Total
                               
 
Peru
 
In Peru, Cencosud owns and operates four malls, with a GLA of 123,144 square meters, 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, 2015:
 
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  
      4       123,144       71,191       51,953  
Total
                               
 
 
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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 34,604 square meters of GLA.
 
Colombia
 
Number
of Malls
   
GLA
Total
   
GLA
Third Parties
   
GLA
Related
Parties
 
   
(square meters)
 
Local
    2       34,604       14,991       19,613  
Total
    2       34,604       14,991       19,613  
 
Financial Services
 
General
 
Our financial services division was established in 2003 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. We rolled out a single Cencosud brand for our credit cards throughout our operations in South America, which will allow us to take a greater advantage of the “Cencosud” brand as well as to achieve greater operational efficiencies, and will make us able to consolidate under one common database all relevant information for our customers. Through this strategy, we expect 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, 2015, 35.9% of total sales in department stores, 15.4% in hypermarkets, 5.2% in supermarkets and 22.3% in home improvement stores, were paid with one of our credit cards. As of December 31, 2015, we had over 5.8 million active credit card accounts. Our financial services operations also include joint ventures in Brazil and Colombia and an insurance brokerage in 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, 2015:
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)
 
Revenues from ordinary activities (continuing operations)
                 
Chile32
    3,074       330       0  
Argentina
    103,034       62,596       44,740  
Brazil33
    5,057       3,843       3,983  
Peru
    49,001       42,814       25,347  
Colombia34
    5,654       8,095       7,581  
Total
    165,820       117,679       81,651  
 
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 20 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, and in Colombia with Banco Colpatria. Compared to Chile, the card’s market penetration is less pronounced in other countries, such as Peru where it has been available for three years and for one year under the name of Banco Cencosud Peru.
 

32 Joint venture with Scotiabank since May 2015.
33 Joint venture with Banco Bradesco.
34 Joint venture with Colpatria.
 
 
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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).
 
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.
 
 
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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.
 
Chile
 
Credit cards
 
In Chile we operate our financial services 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 Card credit card (Cartão Cencosud) 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
   
2013
   
Sales
   
%
   
Sales
   
%
   
(in millions of Ch$, except percentages)
Hypermarkets
    293,222       17.5 %     276,449       17.6 %
Supermarkets
    69,978       6.2      %     74,470       6.8 %
Home Improvement
    115,262       20.7 %     109,803       20.5 %
Department Stores
    400,536       43.6 %     426,533       46.0 %
Total35
    926,946       21.2 %     933,639       21.7 %
 
The table below sets forth information with respect to our credit card receivables in Chile:
 
   
Year ended December 31,
 
   
2014
   
2013
 
   
(in millions of Ch$, except percentages)
 
Portfolio Status
           
Performing36
    351,532       406,239  
Past due:
               
31-89 days
    18,425       20,542  
90-180 days
    14,752       17,106  
181-365 days
               
Total
    384,709       443,888  
Over 365 days and legal proceedings37
               
Loan loss allowance as % of past due loans
    61.9 %     77.01 %
Loan loss allowance as % of all loans38
    5.3 %     6.53 %
 
The following table sets forth certain information regarding our non-performing loans and write-offs, for the periods indicated:
 

35 Includes value added taxes.
36 Performing loans not past due more than 30 days.
37 Entire portfolio written off. These claims are subject to a 100% allowance.
38 Loan loss allowance does not include Ch$3,533 million of anti-cyclical provisions.
 
 
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Year ended December 31,
   
2014
   
2013
 
   
(in millions of Ch$, except percentages)
Non-performing loans as % of total loans
    8.6 %     8.48 %
Total write-offs
    41,382       57,018  
Average monthly write-offs as % of total loans
    0.9 %     1.07 %
 
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.”
 
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, 2014 and 2013, our insurance activities in Chile generated revenues from ordinary activities of Ch$ 2,414 million, Ch$11,438 million and Ch$ 21,513 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, 2015, we had issued 1.3 million active credit cards. For the year ended December 31, 2015, revenues from our proprietary cards in Argentina represented 0.9% 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,
 
   
2015
   
2014
   
2013
 
   
Sales
   
%
   
Sales
   
%
   
Sales
   
%
 
   
(in millions of Ch$, except percentages)
 
Supermarkets (Jumbo)
    135,639       19.4 %     115,071       20.8 %     131,306       23.9 %
Supermarkets (Disco & Vea)
    119,203       6.0 %     90,474       5.4       %     92,378       5.5      %
Supermarkets (Jumbo)
    230,810       23.7 %     158,058       21.3 %     141,033       21.2 %
Total
    485,653       13.3 %     363,604       12.2 %     364,717       12.6 %
 
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,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$, except percentages)
 
Non-performing loans as % of total loans
    4.2 %     3.8 %     3.8 %
Total write-offs
    7,252       7,104       7,226  
Average monthly write-offs as % of total loans
    0.23 %     0.30 %     0.36 %
 
The table below sets forth information with respect to our credit card receivables in Argentina:
 
 
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Year ended December 31,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$, except percentages)
 
Portfolio Status
                 
Performing39
    255,829       211,947       163,092  
Past due:
                       
31-89 days
    8,072       5,855       4,471  
90-180 days
    3,140       2,590       1,524  
181-365 days
                0.81  
Total
    267,041       220,392       169,088  
Over 365 days and legal proceedings40
                       
Loan loss allowance as % of past due loans
    71.7 %     94.6 %     93.8 %
Loan loss allowance as % of all loans
    3.0 %     3.6 %     3.3 %
 
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, 2015, 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.
 
As consideration for Banco Bradesco’s rights under this agreement, Banco Bradesco agreed to pay up to R$300 million including an upfront payment of R$100 million and two other R$100 million payments that are subject to reaching certain goals with respect to Cencosud credit card revenues. Additionally, 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, 2015, we had approximately 1.233 million active credit card accounts in Brazil.
 

39 Performing loans not past due more than 30 days.
40 Entire portfolio written off. These claims are subject to a 100% allowance.
 
 
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In the year ended December 31, 2015, 0.05% 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.
 
Profits or losses derived from this joint venture are distributed equally between the parties on a quarterly basis. This joint venture has a term of five years from 2012 being automatically extendable for an additional one year if neither party notifies the other six months prior to the original termination date. Our financial services operations have a total of 577 thousand active credit cards in Colombia.
 
Peru
 
We aim to provide financial solutions to our customers in order to make our private label cards the primary form of payment used in our supermarkets 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 608 thousand active credit cards in Peru. In addition to our private label cards, Cencosud offers Visa and Mastercard credit cards. Currently 85.0% 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,  
   
2015
   
2014
 
Portfolio Status
 
(in millions of Ch$, except percentages)
 
Performing
    88,527       64,189  
Past due:
               
31-89 days
    3,525       3,564  
90-180 days
    3,554       2,142  
181-365 days
    94       27  
Total
    95,701       69,923  
Over 365 days and legal proceedings
               
Loan loss allowance as % of past due loans
    83 %     83 %
Loan loss allowance as % of all loans
    6.2 %     6.8 %
 
 
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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,
 
   
2015
   
2014
   
2013
 
   
Sales
   
%
   
Sales
   
%
   
Sales
   
%
 
   
(in millions of Ch$, except percentages)
 
Department Stores
    22,742       32.6 %     16,428       35.4 %     4,556       26.6 %
Supermarkets
    108,042       11.1 %     91,246       15.5 %     77,164       14.5 %
Total41
    130,784       14.8 %     107,674       17.9 %     81,720       14.5 %
 
Other Operations
 
Electronic stores
 
As of December 31, 2015 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, 2015, 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.
 
Pharmacies
 
We also operated 51 pharmacies in Brazil under the GBarbosa brand as of December 31, 2015, which are located inside or adjacent to our GBarbosa supermarkets. At December 31, 2015, 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.
 
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.
 
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 includes the transfer of assets and leasing of the stores for a period of 10 years starting in March 2016.
 
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, 2015, 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, 2015, 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.
 

41 Includes value added taxes.
 
 
64

 
 
Entertainment centers
 
In Chile and Argentina, we operate twelve 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, 2015, 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.
 
Chile
 
We offer our Puntos Cencosud loyalty programs in Chile. As of December 31, 2015, we had over three million active loyalty members in Chile, and as of the same date, 73% 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 Chile42, for the periods indicated.
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
   
Sales
(W/tax)
   
%
   
Sales
(W/tax)
   
%
   
Sales
(W/tax)
   
%
 
   
(in millions of Ch$, except percentages)
 
Supermarkets
    2,989,119       74.5 %     1,673,103       84 %     1,570,694       83 %
Home Improvement
    501,122       63.4 %     442,895       68 %     436,352       65 %
Department Stores
    1,130,978       74.2 %     922,445       79 %     933,451       80 %
Total
    4,621,220       73.0 %     4,172,197       75 %     4,021,670       74 %
 

42 Percentage that such sales represent of total sales by each of our stores in Chile.
 
 
65

 
 
Argentina
 
In Argentina we also offer our Jumbo Más and Vea Ahorro loyalty programs. As of December 31, 2015, we had almost two million loyalty club members in Argentina and, as of the same date, 61% 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 sales43 by each of our divisions in Argentina, for the periods indicated.
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
   
Sales
(W/tax)
      %(1)    
Sales
(W/tax)
      %(1)    
Sales
(W/tax)
      %(1)  
   
(in millions of nominal Ar$, except percentages)
 
Supermarkets
    16,518       61.0 %     13,457       59.2 %     9,615       55.5 %
Total
    16,518       61.0 %     13,457       59.2 %     9,615       55.5 %
 
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 sales44 by each of our divisions in Peru, for the periods indicated.
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
   
Sales
(W/tax)
   
%
   
Sales
(W/tax)
   
%
   
Sales
(W/tax)
   
%
 
   
(in millions of S/., except percentages)
 
Supermarkets
    108,042       11.1 %     95,196       9.6 %     81,070       9.3 %
Department Stores
    22,742       32.6 %     16,428       35.4 %     4,556       26.6 %
Total
    130,784       12.5 %     111,624       11.3 %     85,626       10.1 %
 
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 72% 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.
 
The following table sets forth certain information regarding our loyalty program sales45 by each of our divisions in Colombia, for the periods indicated.
 
   
Year ended December 31,
 
   
2015
   
2014
 
   
Sales (W/tax)
   
%
   
Sales (W/tax)
   
%
 
Supermarkets
    3,524,785       71.7 %     3,438,902       64.4 %
Home Improvement
    227,879       56.9 %     210,276       48.1 %
Total
    3,752,664       70.8 %     3,649,178       63.6 %
 

43 Percentage that such sales represent of total sales by each of our stores in Argentina.
44 Percentage that such sales represent of total sales by each of our stores in Peru.
45 Percentage that such sales represent of total sales by each of our stores in Colombia.
 
 
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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 40% of our sales coming from loyalty members in the last two months of 2015.
 
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. We are currently considering strategic alternatives for this business.
 
As of December 31, 2015, Banco Paris served more than 44,193 individual customers, with loans outstanding to approximately 690 debtors, including approximately 593 mortgage loans and 97 credit card accounts. At the same date, Banco Paris had 43 time deposits and 43.501 saving accounts.
 
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.
 
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,
 
   
2015
      2014       2013  
   
(in millions of Ch$, except percentages)46
 
Portfolio Status
     
Performing47
    8,756       214,332       239,986  
Past due:
                       
31-89 days
    757       8,549       4,375  
90-180 days48
    366       6,620       2,996  
+ 180 days
    556       499       456  
Total
    10,435       230,000       247,813  
Loan loss allowance as % of past due loans
    10 %     85 %     79 %
Loan loss allowance as % of all loans
    2 %     6 %     3 %
 
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:
 
   
2015
   
2014
 
   
(in millions of S.$, except percentages)49
 
Portfolio Status
           
Performing50
    88,527       64,189  
Past due:
               
31-89 days
    3,525       3,564  
90-180 days
    3,554       2,142  
181-365 days
    94       27  
Total
    95,701    
ch$ 69,923
 
Over 365 days and legal proceedings51
               
Loan loss allowance as % of past due loans
    82.8 %     82.8 %
 

46 Includes activities from postponed commissions.
47 Performing loans not past due more than 30 days. Excludes Chilean credit card portfolio. And includes the effect of the JV transation with Scotiabank in Chile.
48 Entire portfolio written off. These claims are subject to a 100% allowance.
49 Includes activities from postponed commissions.
50 Performing loans not past due more than 30 days.
51 Entire portfolio written off. These claims are subject to a 100% allowance.
 
 
67

 
 
The table below sets forth information with respect to our credit card receivables in Peru:
             
   
2015
   
2014
 
   
(in millions of S.$, except in percentages)
 
Non-performing loans as % of total loans
    7.5 %     8.2 %
Total write-offs
    11,406       15,889  
Average monthly write-offs as % of total loans
    1.0 %     1.9 %
 
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 2015 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 products are those manufactured by one company for offer under another company’s brand. We carry our own private label program in both our food-retail and non-food-retail businesses, which allows us to offer a variety of products using our own portfolio of brands rather than third-party brands. The main objectives of our private label program are:
 
 
to provide differentiation and uniqueness to our stores by offering a unique set of products available only in our stores; and
 
 
to achieve incremental margin versus the national brands.
 
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.
 
 
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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, 2015:
 
Country
 
Supermarkets-
Food
   
Supermarkets -
Non-Food
   
Home  Improvement
   
Department  Stores
 
                         
Argentina
    3.2 %     19.0 %     9.9 %     0.0 %
Brazil
    0.9 %     3.3 %     0.0 %     0.0 %
Chile
    6.1 %     28.3 %     15.0 %     30.0 %
Colombia
    7.1 %     10.2 %     11.0 %     0.0 %
Peru
    9.1 %     28.9 %     0.0 %     0.0 %
 Total
    4.8 %     17.9 %     12.2 %     30.0 %
 
The increase in penetration of our private label brands in the year ended December 31, 2015 from the year ended December 31, 2014 is set forth in the following table:
 
Country
 
Supermarkets-
Food
   
Supermarkets -
Non-Food
   
Home  Improvement
   
Department  Stores
 
                         
Argentina
    +33.0 %     +5.1 %     +22.8 %     +0.0 %
Brazil
    +105.4 %     -17.9 %     +0.0 %     +0.0 %
Chile
    +3.0 %     +10.2 %     +6.8 %     +1.3 %
Colombia
    +4.7 %     +21.5 %     +36.3 %     +0.0 %
Peru
    +5.4 %     +3.8 %     +0.0 %     +0.0 %
 Total
    +9.4 %     +7.7 %     +14.1 %     +1.3 %
 
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 60% of our sales at December 31, 2015.
 
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 fruits, vegetables and other refrigerated food categories to Santa Isabel and Jumbo stores.
We use a cross-docking system for fresh products that allows fresh products to reach stores in 24 hours. Cross-docking is the practice of receiving goods at a distribution center, which are immediately consolidated with other goods for quick distribution to stores.
 
 
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 2,500 square meter distribution center that is used for storage and delivery of imported fresh meat.
 
During 2Q16, 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 SAP Warehouse Management System (“WMS”) and SAP Radio Frequency (“RF”), and can receive and store both dry and refrigerated/fresh products.
 
As of the second quarter of 2013, our 3,000 square meter cross-docking center in Concepcion was fully operational, servicing our 19 stores in the city, thus improving our lead time and service with smaller local trucks.
 
 
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A new central refrigerated warehouse in Santiago is under construction, and is planned to initiate operation by 3Q16. This 31,000 square meter facility is an automatic sorter. It will concentrate all fresh/refrigerated products, replacing rented space and permitting the increased centralization of more product categories and increasing availability of such products.
 
Frozen products (imported and national) are stored and delivered using a third-party logistics provider.
 
In order to achieve operational efficiencies, during 2011 we increased the use of our centralized distribution system for Jumbo stores in the Santiago metropolitan region, primarily for non-perishable products and fruit and vegetables. During 2013 we finished the implementation of McKinsey’s “Lean Logistics Project,” which reviewed and rationalized our warehouse procedures. We use a SAP-based automatic replenishment system for all products stored in our distribution centers with the goal of increasing availability of products and maintaining lower inventories. During 2013 we improved our fresh products picking with Voice Picking technology obtaining a more accurate delivery.
 
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.
 
Argentina
 
Distribution to our stores in Argentina is centralized from three distribution centers located in Buenos Aires, Cuyo and Córdoba, and a transfer site in Tucuman totaling 153,000 square meters, which together accounted for 70% of our supermarket sales in Argentina in 2015, 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 rolled out the voice picking software to the Mendoza Distribution Center. This technology gives our employees free use of their hands, thus improving their productivity and safety.
 
All trucks are provided by third-party companies pursuant to one- to three-year contracts.
 
During 2015 the Ezeiza Distribution Center in Buenos Aires was expanded by an additional 10,000 square meters and equipped with racks, in order to provide the required space for dry stock, and permit a growth of de x-dock flow (facilities with 200 or more doors, the cost-minimizing shape is an "X"). This expansion replaces rented space. The implementation of an automatic sorter is under evaluation.
 
In December 2013, our distribution center in the Argentine city of Cordoba was stormed and damaged in the middle of civil unrest that was occurring in the city as a product of a civil servant strike. Losses from this were partially covered by insurance, and were in our profit (loss) line for the period. No insurance payments were received during the 2013 period. This distribution center has since resumed operations.
 
Brazil
 
We currently use three distribution centers for our GBarbosa stores in the north east of Brazil, totaling approximately 51,000 square meters. They are located in Aracaju (32,000 square meters), Salvador da Bahia (21,000 square meters) and Fortaleza (8,000 square meters). Our distribution centers accounted for approximately 80% of our sales as of December 31, 2015. The GBarbosa distribution centers run a dry and fresh goods stock operation. The rented distribution Center in Salvador was increased to 21,000 square meters in order to support our increased operations in the State of Bahia in 2013, and avoid expensive and bureaucratic delivery procedures for deliveries from other states. Deliveries to GBarbosa stores are made primarily through external carriers although we do own a small fleet of delivery vehicles. Home deliveries are handled entirely by external carriers.
 
 
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In 1Q15 a new SAP WMS system with RF was installed and initiated operation in the Aracaju distribution center, increasing productivity and delivery accuracy.
 
Bretas stores in central Brazil are supported by two distribution centers, totaling approximately 40,000 square meters and a 6,000 square meters warehouse for fresh vegetables in the city of Uberlandia. The two large distribution centers are located in Belo Horizonte (30,000 square meters) and Goiania (10,000 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. Currently, the distribution centers include electronic goods for store and home delivery. Products stored in our distribution centers accounted for approximately 45% of our sales in 2015. Distribution to stores and home deliveries are made entirely by external carriers.
 
In the Bello Horizonte distribution center a new SAP WMS system is in the rollout phase and is planned to go live by April 2016.
 
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 were served by a rented distribution center. This distribution center is located in Rio de Janeiro city’s center, has an area of 45,000 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. In late 2014 we terminated delivery service to nine Bretas stores from Rio de Janeiro, and resumed delivery from Bello Horizonte. This allowed us to clear areas of the Rio de Janeiro distribution center. The cleared area was used to improve the layout of the distribution center, install new racks in 1Q15 and prepare installations for inverse logistics and forklift chargers
 
During the fourth quarter of 2013 we completed the rollout of the SAP ERP to all of the Distribution Centers in Brazil, replacing different legacy systems.
 
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 26,248 square meter site, owned and used for the cross-docking of fresh vegetables, meat and other food products. Additional rented distribution centers add 29,200 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 third party. During the second quarter of 2013 an important upgrade of SAP warehouse management software and administrative procedures was done, achieving more speed and increasing throughput of our logistic operation in Lima.
 
Cross-docking of national groceries and fresh-products represents approximately 45% 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.
 
During 1Q15 a new 5,000 square meter distribution center was opened in Chiclayo (800km north of Lima), which operates with WMS SAP and RF, and can 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 60% 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.
 
 
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Department stores
 
We operate one 80,137 square meter distribution center located in Santiago that services all our Paris department stores in Chile. 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.
 
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.
 
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, which provides nine stores with click and collect. We plan to continue to roll out this new system in 2016 and continue on the path to full omnichannel functionality.
 
Distribution for our Paris stores in Peru is handled by a third party due to the size of the operations.
 
Home improvement stores
 
Chile
 
Our 90,000 square meters distribution center is located in Santiago and accounted for approximately 65% of our Easy sales in 2015. 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.
 
Argentina
 
We operate three distribution centers located in Buenos Aires for our Easy and Blaisten operations, totaling 59,000 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 45% of sales in 2015.
 
Transportation is handled by external carriers. Distribution center-to-store transportation and home delivery transportation contracts are negotiated every two years.
 
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.
 
 
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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 we have a very positive image in the eyes of our clients in the locations we operate, due to our low prices, the high quality of services we offer, and the wide range and superior quality of products. During 2014 the Company decided to take marketing to a regional level in Brazil, allowing for greater flexibility in all campaigns launched in the country to better target each core target audience. Brazil is the only country where Cencosud currently operates with regional marketing due to the structure of its operations there.
 
Our marketing department and external advertising agencies meet on a periodic basis to analyze and develop our marketing strategies, product development and advertising campaigns. As a result, we are able to customize and adjust our marketing strategy to local traditions and ethnical backgrounds, adding significant value. Our GBarbosa Brand sponsors traditional Brazilian northeastern celebrations of “Sao Joao” (St. John’s Day) and “Carnaval” (summer carnival).
 
For higher income consumers, we operate Perini supermarkets, offering a wide variety of delicatessen and premium products, and in-store produced food and pastries. Perini communication is mainly direct. Each client segment receives tailored communication, with activities and events of interest. We focus our marketing and advertising efforts on regional television advertisements, local press and also on the distribution of promotional flyers in our stores. Since a significant number of our clients are from middle- and low-income segments, and the majority is middle-aged housewives, television advertising is our main marketing tool.
 
We have included Cartao Cencosud (our private label card) in our advertising campaigns for GBarbosa, as it is one of the main drivers of our clients’ loyalty. In 2014, we held our anniversary sale commemorating Cencosud´s arrival to the Brazilian market. These celebrations were accompanied by special sales in selected products across our operations in Brazil. The result of these efforts was an immediate increase in traffic and sales for the products encompassed in the offers.
 
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.
 
 
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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 both brands, acknowledging that factor as a vital driver 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. 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.
 
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. 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 field, 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 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 for our consumers and to create long term loyalty, as well as increase sales and traffic, with the use of traditional, non-traditional and digital channels, which is fundamental in creating integrated experiences for each customer and in engaging in direct communication with our customers.  Also, in line with our marketing objectives, key marketing campaigns have been implemented for supporting consumers in key issues of their lifelives, such as in Alto Las Condes with the “Best gift of your Life” campaign in generating awareness in breast cancer, our Christmas gift initiative in Chile for 11 institutions, with 40,000 gifts collected in 2015 for kids with special needs and , the Kids day Day gift collection at Unicenter in 2015, among other social responsibility campaigns that are executed within 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.
 
 
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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, 2015:
 
 
Chile
 
Argentina
   
Brazil
   
Peru
   
Colombia
 
Supermarkets
2nd
 
2nd
   
4th
   
1st
   
3rd
 
Department stores
2nd
                52      
Home improvement
2nd
 
1st
                   
Shopping centers
2nd
 
2nd
                   
 
Source: ASACH, ABRAS, Nielsen, competitors’ press releases, and company estimates.
 
See “—Industry Overview and Competition” below for more information about the markets in which we compete.
 
Management Information Systems
 
In our Chilean supermarkets, we began the rollout of a new Point of Sale (POS) system, replacing the old IBM 4690 system of nearly 20 year old together with the systems that management of legacy promotions, which will be replaced by the most recent generations of Advance Retail Solution NCR and its Digital Promotions system for promotions. The rollout began in four locations and will continue to the rest of Chile in 2016. This platform allows us to develop massive campaigns, directed or personalized in a simple manner in order to perform a broad spectrum of promotions. Additionally, the new platform facilitates integration with future mobile solutions, supermarket e-commerce and omnichannel services. We also extended the WMS to a new distribution center in Chillan.
 
In 2015 we continued advancing protection of our store transactions in Chile by adopting technology that allows use of smart payment cards, known as EMV (Eurocard, MasterCard and Visa), which store data on chips rather than on magnetic strips. We plan to implement this technology in Argentine in 2016.
 
We have strengthened our omnichannel operations in Argentina with the complete makeover of our flagship e-commerce site in Argentina, Jumbo.com.ar. The user experience has been improved and includes response capabilities for mobile users. We also completed the implementation of the Business Intelligence solution on Teradata and MicroStrategy in Argentina, which is incorporated the system’s regional platform.
 
In Chiclayo, Peru, we implemented a WMS that significantly improves our supply in the north the country.
 
In Brazil, we have focused our efforts on a search for a productivity-centered improvement in our SAP platform in order to optimize the processes and practices of the market. Nevertheless, we completed the implementation of the WMS for Gbarbosa and began a WMS project for Bretas that we expect will be completed in 2016.
 
The Department Stores division continued its omnichannel transformation in Chile and, in coordination with the well-known consultant, Kurt Salmon, developed a strategy and omnichannel roadmap for the implementation of important systems.
 
We completed the implementation of the Order Management System (OMS) of Manhattan Associates, which allows centralized management of all client orders and provides inventory visibility for the Company, and is an essential system for a large-scale omnichannel operation. This system allowed us to begin “click & collect” sales on our website. Additionally, we completed the implementation of Siebel CRM, a system for client management, which merged several call centers into one. During 2015, we completed a responsive website that allowed clients to view our website on a desktop, tablet or mobile device while preserving the content and images.
 
In 2015, we entered into a corporate agreement with IBM for the development of electronic commerce for Cencosud, which will primarily impact Home Improvement and Department Stores.
 
On the desktop front we are migrating our Collaboration and Office productivity applications to the cloud, for each of our 50,000 employees that use desktop computers or tablets and smartphones across Latin America. We selected Microsoft’s Office 365 platform to handle email, workflows, enterprise social network, chat & desktop conferencing and all the usual office applications (spreadsheet, presentations and word processing) as well as unlimited backup space for each user in the cloud. The rollout of this cloud platform has been completed in Chile and is currently underway in Argentina and initiating in Brazil.
 

52 Our Paris department stores operations are now starting up.
 
 
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We replaced the management system for our loyalty program, which was previously outsourced, with an internal program on Oracle’s Siebel Loyalty System. The adoption of this system will allow us greater flexibility in the administration of the loyalty program and will permit us to open the loyalty program to more participants.
 
In the Shopping Centers Division, we have finalized the implementation of a regional model for the commercial management of the divisions in Argentina, Chile, Colombia and Peru through SAP real estate. In 2015, in part for the opening of the Costanera Observation Deck, we also adopted Titan as a ticketing solution for box-office sales, web sales, supermarket kiosks and access control.
 
In 2015, with regard to the back office financials, we advanced the integration of all our Chilean companies with SAP FiCo, the regional solution. During 2016, we will migrate this regional platform to HANA technology in order to continue achieving efficiencies in our internal operations.
 
In seeking to simplify our human resources application architecture, we began the adoption of PeopleSoft for payroll administration and in 2015 the configuration of the base regional model was completed and implemented in Peru. In 2016, we will continue to rollout this model in other countries. Similarly, we advanced to the first stage of the implementation of the Cornerstone SaaS platform for training in all of our stores and in our central administration (140,000 people). This process includes a significant technological renovation of hardware in stores and will be carried out in during 2016-2017. The implementation of Cornerstone, an eLearning that tool requires an update on the computers in within the stores will be the rollout between 2016 and 2017.
 
Cyber security
 
Our security platform allows us to manage user identities, allocate resources to users and secure access to corporate resources. Our 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.
 
Cyber-attack detection systems are currently in place, including fire walls and intrusion prevention systems. We have deployed antivirus solutions for endpoints and servers, antispam and antivirus for corporate e-mail and a web filtering solution to secure internet access. Security infrastructure is deployed in Chile, Argentina, Peru, Brazil and Colombia. Additionally, different levels of penetration testing are executed periodically to validate the strength of the perimeter defense and suggest improvements measures if necessary.
 
During the last five years we have been working on a plan to incrementally adopt the requirements and best practices of the Payment Card Industry in order to increase controls around the cardholder data and reduce credit card fraud via its exposure.
 
All of our distribution centers have a backup network link, uninterruptible power supply and emergency power systems in order to be protected from link cuts and main power disruptions. We also use a daily data backup system and have service contracts in place to repair any hardware failures.
 
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.
 
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.
 
 
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The following table sets forth certain information with respect to our facilities at December 31, 2015:
Segment
Country
 
Number of
stores
   
Area53
   
% Leased 54
 
Supermarkets
Chile
    245       577,547       60.0 %
Supermarkets
Argentina
    286       526,475       55.2 %
Supermarkets
Brazil
    222       611,363       92.3 %
Supermarkets
Peru
    90       269,526       47.8 %
Supermarkets
Colombia
    101       426,393       34.7 %
Home Improvement
Chile
    35       325,315       8.6 %
Home Improvement
Argentina
    50       383,786       22.0 %
Home Improvement
Colombia
    10       82,320       30.0 %
Department Stores
Chile
    79       374,153       73.4 %
Department Stores
Peru
    9       45,233       88.9 %
Shopping Centers
Chile
    25       431,207       98.2 %
Shopping Centers
Argentina
    22       277,203       96.7 %
Shopping Centers
Peru
    4       71,191       95.2 %
Shopping Centers
Colombia
    2       14,991       26.9 %
Distribution Centers
Argentina
    12       223,000       23.8 %
Distribution Centers
Brazil
    9       157,000       100.0 %
Distribution Centers
Chile
    10       344,100       61.1 %
Distribution Centers
Colombia
    9       38,100       100.0 %
Distribution Centers
Peru
    6       82,800       69.8 %
 
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, 2015, we had the following undeveloped properties:
Country
 
Number of properties55
   
Total area (in square meters)
 
Ownership
Argentina
    72       3,279,209  
Owned
Brazil
    24       348,003  
Owned
Brazil
    13       114,278  
Leased
Chile
    58       2,384,574  
Owned
Chile
    8       306,747  
Leased
Colombia
    3       71,681  
Owned
Peru
    25       133,144  
Owned
Peru
    10       21,352  
Leased
Total
    213       6,658,989    
 
Intellectual Property
 
The principal trade names and service marks used in our business are Jumbo, Jumbo Más, Easy, Más Easy, Santa Isabel, Disco, Vea, Paris, Más Paris, Paris Corredores de Seguros, Banco Paris, Johnson, Puntos Cencosud, Wong, Metro, GBarbosa, 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
 
We maintain insurance policies covering, among other things, fires, earthquakes, floods, acts of terrorism and general business liability. Business interruption insurance is not currently available in Chile on terms we consider commercially attractive. 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 348.9 million, according to each country’s statistics agency as of 2015. Chile, our largest market in terms of revenues from ordinary activities, has a population of approximately 18.0 million and experienced GDP growth estimated to have expanded 4.7% in 2013, 1.8% in 2014 and 1.3% in 2015, 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 43.1 million and, according to the Central Bank of Argentina, experienced annual GDP growth of 5.3% in 2013, 0.5% in 2014 and a decrease of 0.5% in 2015, as reported by the Argentine Ministry of Economy and in 2015 from MIS Consultores. Brazil, our third-largest market in terms of revenues from ordinary activities, has a population of approximately 204 million and, according to the Central Bank of Brazil, experienced annual GDP growth of approximately 1.9% in 2013 and GDP contraction of -0.9% in 2014 and -5.09% in 2015. Peru has a population of approximately 31.4 million and, according to the Central Bank of Peru, experienced annual GDP growth of approximately 5.7% in 2013, 2.4% in 2014 and 3.3% in 2015. Colombia has a population of approximately 53 million and, according to the Central Bank of Colombia, experienced annual GDP growth of approximately 4.9% in 2013, 4.4% in 2014 and 3.1% in 2015.
 

53 In thousands of square meters.
54 In the case of shopping centers, the percentage represents the occupancy rate.
55 Includes properties where construction is ongoing and also office space and other type of properties.
 
77

 
 
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, 2015, 73.6% of our revenues from ordinary activities came from our supermarket operations, 13.4% came from home improvement operations, 9.6% from our department stores, 2.3% from our shopping centers and 1.5% from our financial services.
 
   
Year Ended December 31, 2015
 
   
Supermarkets
   
Home
improvement
   
Department
stores
   
Shopping
centers
   
Financial
services
continuing
operations
   
Other56
 
Revenues from ordinary activities
    8,045,566       248,026       1,469,246       1,051,642       165,820       11,039  
Gross profit
    2,031,199       214,042       506,761       302,229       116,544       7,337  
 
The Supermarket Industry
 
Chile
 
As of December 31, 2014, we estimate that the Chilean supermarket industry is composed of approximately 1,447 stores nationwide, including hypermarkets and supermarkets. As of December 31, 2015, total net sales by supermarkets in Chile grew by 8.5% as compared to the same period in 2014, according to the Chilean National Institute of Statistics. During the last three years, nominal same-store sales at our supermarkets grew by 1.6%, 4.3% and 0.4% in 2013, 2014 and 2015, 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 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, 2015, we estimate that the four largest supermarket operators in Chile represented over 90% of the industry in terms of net revenues. Our growth prospects in the Chilean food retailing sector are likely to depend to a large extent on future growth in Chilean GDP or acquisitions of other supermarket chains, and we cannot assure you that either 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, 2015:
 
   
Wal-Mart
Chile
   
Cencosud
   
SMU
   
Falabella
(Tottus)
 
Number of stores
    394       245       506       57  
Total selling space (square meters)
    934,000       577,547       586,000       195,812  
Market share57
    38.0 %     26.1 %     21.5 %     7.0 %
 
Source: Public filings, INE, ASACH, Nielsen.
 

56 See “Item 4. Information on the Company—B. Business Overview” for a description of our “Other” segment.
57 As of December 31, 2014, based on reported net revenues from supermarket operations in Chile.
 
 
78

 
 
We estimate that Walmart Chile is the largest supermarket chain in Chile in terms of net revenues and, at December 31, 2015, it operated 394 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.
 
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 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.
 
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, 2015:
 
   
Cencosud
   
Carrefour58
   
Wal-Mart 59
   
Coto
 
Number of stores
    286       577       107       120  
Market share60
    17.6 %     17.7 %     12.4 %     13.0 %
 
Source: Public Filings, INDEC, Planet Retail.
 

58 Carrefour number of stores includes Express format.
59 Walmart & Changomas stores are included in the number of stores.
60 In terms of sales.
 
 
79

 
 
Our main competitor in Argentina is Carrefour. At December 31, 2015, Carrefour operated 577 stores. Part of Carrefour’s competitive advantage arises from its low prices and aggressive promotional campaigns around special seasonal events coupled with a multiformat strategy.
 
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 2012, the twenty largest supermarket chains represented only approximately 76% of the food retail industry. According to ABRAS our stores accounted for approximately 4.6% of the gross sales of the 20 largest Brazilian food retailers in 2015. Another trend in the retail food industry is large chains migrating to smaller local and cash and carry format (atacarejo), such as Tesco Express and Sainsbury’s Local.
 
As set forth in the following table, according to ABRAS data, in 2015, the ten largest retailers recorded revenues of approximately R$182 billion, conducting business in approximately 3,532 stores
 
Company
 
Gross revenues
   
Number of
Stores
 
 
(R$ million)
   
%
 
Companhia Brasileira de Distribuicao
    76,933       38.1 %     2,181  
Carrefour
    42,702       21.2 %     288  
Wal-Mart Brasil
    29,323       14.5 %     485  
Cencosud Brasil
    9,268       4.6 %     222  
Zaffari
    4,508       2.2 %     31  
Total—five largest
    162,734       80.7 %     3,207  
Irmao Muffato & Cia
    4,096       2.0 %     44  
Supermercados BH
    3,973       2.0 %     149  
SDBComercio
    3,884       1.9 %     52  
Condor Super center Ltda.
    3,816       1.9 %     41  
Sonda Supermercados
    3,111       1.5 %     39  
Total—ten largest
    18,879       9.4 %     325  
 
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.
 
Peru
 
As of December 31, 2015, we estimate that the Peruvian supermarket industry was composed of approximately 248 stores nationwide, including hypermarkets and supermarkets. We believe supermarket penetration for the Lima metropolitan area was approximately 34 % resulting in a country average of less than 30.0%. 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 70% 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, 2015:
 
   
Cencosud
   
Supermercados
Peruanos
   
Tottus
(Falabella)
 
Number of stores
    90       106       52  
Total selling space (square meters)
    269,526       288,241       189,218  
 
Source: Public filings.
 
 
80

 
 
For the year ended December 31, 2015, we believe we were the 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, 2015. 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 retail sales including formal and informal trade and other channels, such as on-premise food outlets and drugstores, stood at COP 44.2 billion in 2015, an 11.8% increase versus 2014. 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 53 million. 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.
 
The following table presents certain information about us and our principal competitors in Colombia as of December 31, 2015:
 
   
Cencosud
   
Exito
   
Olimpica
 
Number of stores
    101       573       259  
Total selling space (square meters)
    426,393       887,642       302,343  
 
Source: Public filings.
 
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 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.
 
 
81

 
 
The following table presents certain information about us and our major competitors in Chile, as of December 31, 2015:
 
   
Sodimac
   
Cencosud
 
Number of stores
    86       35  
Total selling space (square meters)
    712,813       325,315  
 
Source: Public filings, Internal estimates.
 
For the year ended December 31, 2015, 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, 2015. At December 31, 2015, Sodimac operated 86 home improvement stores with a total of 712,813 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 significant more penetration in the market than our Cencosud credit card.
 
Argentina
 
We believe the Argentine home improvement industry is composed of more than 70 home improvements stores nationwide, of which we operated 50 as of December 31, 2015. 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, 2015:
 
   
Cencosud
   
Sodimac
 
Number of stores
    8       50  
Total selling space (square meters)
    83,736       383,786  
 
Source: Falabella’s public filings, internal estimates.
 
For the year ended December 31, 2015, 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, 2015. Our principal competitor in Argentina is also Sodimac, which operated 8 home improvement stores with a total of 83,736 square meters of selling space at December 31, 2015.
 
Colombia
 
We believe the Colombian home improvement industry is the most underdeveloped in the countries where we compete. For the year ended December 31, 2015, there were 46 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, 2015:
 
   
Sodimac
Home Center
   
Cencosud
 
Number of stores
    36       10  
Total selling space (square meters)
    344,324       82,320  
 
Source: Falabella’s public filings, internal estimates.
 
 
82

 
 
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, 2015:
 
   
Falabella
   
Cencosud
   
Ripley
   
La Polar
 
Number of stores
    45       79       43       38  
Total selling space (square meters)
    310,210       374,153       276,080       153,000  
 
Source: Falabella’s public filings, Ripley’s public filings and internal estimates.
 
For the year ended December 31, 2015, 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 2015, operated 45 department stores with a total of 310,210 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 2015, operated 43 department stores with a total of 276,080 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.
 
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, 2015, 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 Walmart Chile, which is in the process of selling and renting its assets), 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, 2015:
 
 
83

 
 
   
Gross leasable area61 62
   
Shopping Centers
   
Market share
 
GrupoPlaza (Falabella)
    1,199,000       15       45.4 %
Parque Arauco S.A.63
    409,500       10       15.5 %
Espacio Urbano(2) (Wal-Mart)
    278,293       12       10.5 %
Vivo
    162,806       8       6.2 %
Pasmar
    162,900       4       6.2 %
Cencosud(2)
    431,207       25       16.3 %
 
Source: Chilean Council of Shopping Centers and public filings by Falabella, Parque Arauco and Walmart Chile, as well as internal estimates.
 
At December 31, 2015, 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, 2015. 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 2015, the Argentine shopping center industry was composed of more than 37 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, 2015:
 
   
Gross leasable area
   
Shoppings
   
Market share
 
Cencosud
    277,203       22       18.6 %
IRSA
    338,904       15       22.7 %
Others
    875,557    
n.d.
      58.7 %
 
Source: Cencosud and IRSA.
 
At December 31, 2015, we were the second largest shopping center operator in Argentina in terms of gross leasable space, with a market share of 18.6% based on our comparison against publically filed information from our competitor as of December 31, 2015. 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 2014, we estimate the Peruvian shopping center industry was composed of more than 53 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.
 
The following table sets forth the market shares held by the major shopping center operators in Peru as of December 31, 2015:
 
   
Gross leasable 
area65
   
Shopping
   
Market share66
 
Real Plaza (Interbank)
    607,534       18       34.0 %
Aventura Plaza
    285,000       4       15.9 %
Open Plaza
    277,000       10       15.5 %
Mega Plaza
    221,773       10       12.4 %
Parque Arauco
    137,684       6       7.7 %
Cencosud
    71,191       4       4.0 %
Jockey Plaza
    187,612       1       10.5 %
 
Source: Company filings
 

61 In thousands of square meters.
62 Wal-Mart and Cencosud areas includes area leased to related companies.
63 Gross leasable area adjusted to reflect proportional ownership participation in each shopping center.
64 Includes area used by affiliate companies.
65 In thousands of square meters.
66 Based on gross leasable area and including only the operators shown.
 
 
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Our principal shopping center in Peru is Real Plaza with leasable area of 607,534 square meters, resulting in a market share of approximately 34.0% of the shopping center market, based on gross leasable area at December 31, 2015. 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.
 
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, Brazil, Chile, Colombia and Peru. We cannot assure you that future legislative or regulatory developments will not impose restrictions on us that would be material.
 
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.
 
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.
 
 
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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 obtained in 1998 an insurance brokerage company authorization with the SVS and is subject to its supervision and regulations. Paris Corredores de Seguros Limitada 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.
 
This bill is currently pending presidential approval. At this point Cencosud does anticipate that the enactment of this bill will have a materially adverse effect on our operations or financial condition.
 
Argentina
 
We and all of our subsidiaries with operations in Argentina are subject to the Consumer Protection Law. Compliance with the said law is enforced by the Secretaría de Comercio Interior on a national level. On the provincial and municipal level, there are numerous agencies that also enforce violations. We do not have any material proceedings arising from the Ley de Proteccion al Consumidor, and we believe we are in compliance with all material aspects of such 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.
 
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 (“INDECOLI”), the Peruvian public antitrust and consumer protection agency. Acquisitions are not subject to authorization from INDECOLI.
 
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. Concessionaires that operate pharmacies within some of our supermarkets are also subject to licensing and inspection by the Dirección Regional de Medicamentos, Insumos y Drogas. 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.
 
 
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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).
 
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 Cruz Verde. Cencosud no longer owns any pharmacies in Colombia.
 
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.
 
 
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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, 2015.
 
Our Subsidiaries
 
The following are our direct and indirect majority-owned subsidiaries as of December 31, 2015:
 
Country
 
Controlling 
Stake
   
Chilean
Tax ID number
 
Company name
               
Chile
    100.0 %     81.201.000-K  
Cencosud Retail S.A.
Chile
    99.6 %     96.671.750-5  
Easy S.A.
Chile
    100.0 %     76.568.660-1  
Cencosud Administradora de Procesos S.A.
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
    100.0 %     76.236.195-7  
Cencosud Argentina S.P.A.
 
D. PROPERTY, PLANTS AND EQUIPMENT
 
See “—B. Business Overview—Property, Plants and Equipment.”
 
Item 4A. Unresolved Staff Comments
 
Not applicable.
 
 
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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 794,592 square meters of gross leasable area for third parties as of December 31, 2015. We also offer private label credit cards, consumer loans and limited financial services to our retail customers.
 
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 37.6% of our consolidated revenues from ordinary activities for the year ended December 31, 2015. 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 6.0% in 2011, 5.5% in 2012, 4.2% in 2013, and 1.8% in 2014 and is estimated to have grown in 2015 1.3% as reported by the Central Bank of Chile. 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, according to the Central Bank of Chile. Inflation began to accelerate during 2014 following less favorable copper prices and increased international oil prices, a lower real interest rate and expectations of monetary policy tightening in the U.S.
 
During 2014, the Chilean Central bank began a process of loosening monetary policy in response to weaker economic activity with the aim of boosting growth. Local output, demand and employment indicators continued to show softer dynamics in the economy during this period. These factors, in conjunction with timid global growth prospects, led the bank to cut its benchmark rate for the fourth consecutive time to 3% during its October 16, 2014 meeting. The unemployment rate was 6.28.% in 2015, from 6.33% as of December 31, 2014, as internal demand cooled, from 5.98% in December 2013, and was 6.48% in December 2012, according to the Central Bank of Chile. See “Item 3. Key Information - D. Risk Factors. Risks Related to Chile.”
 
Chile maintains one of the highest foreign currency credit ratings in Latin America, currently rated AA- by Standard & Poor’s Financial Services LLC, (“S&P”), Aa3 by Moody’s Investors Service, Inc. (“Moody’s”) and A+ by Fitch, Inc. (“Fitch”), as of December 31, 2015. 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 29.7% of our consolidated revenues from ordinary activities for the year ended December 31, 2015. Accordingly, the Company is sensitive to macroeconomic conditions in Argentina.
 
 
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From late 1998 to 2002, the Argentine economy went through an economic recession marked by reduced levels of consumption and investment and an elevated unemployment rate. As reported by the INDEC (Statistics and Census National Bureau), Argentina’s GDP decreased by 0.8% in 2000, 4.4% in 2001 and 10.9% in 2002. In December 2001, a deep economic and political crisis forced Argentina to declare a suspension on payment of its foreign debt. In early 2002, the government released the Argentine peso from its one-to-one peg to the U.S. dollar and allowed the exchange rate to float, resulting in a 49.6% devaluation of the Argentine peso from January 1, 2002 to December 31, 2002, according to the Central Bank of Argentina. From 2003 to 2010, economic indicators showed signs of recovery, guided by a competitive exchange rate, a healthier international context, higher commodity prices and expansionary fiscal and monetary policies. In 2005, Argentina completed the restructuring of most of its 2001 defaulted public debt, which in turn reduced significantly the risk premium on its outstanding bonds. The government completed negotiations to serve the remaining debt owed to the Paris Club. As a consequence, Argentina was able to decrease its public-to-GDP ratio from 139% in 2003 to around 45% in 2014, as reported by the Ministry of Economy.
 
According to the INDEC, the Argentine economy grew by 9.2% in 2005, 8.5% in 2006, 8.7% in 2007 and 6.8% in 2008. Due to the global financial crisis, Argentina’s GDP according to the World Bank, expanded by only 0.1% in 2009, while it showed strong signs of recovery in 2010 and 2011, growing by 9.1%, and 8.6%, respectively. During 2012 and 2013 Argentina’s GDP grew by 0.9%, and 3.0%, respectively, also according to the World Bank. According to INDEC unemployment stood at 7.2% in 2013, 8.9% in 2014 and 9.3% in 2015. As an effect of high consumption, however, the country has experienced inflation of 11% in 2010, 10% in 2011, 11% in 2012 and 10.5% in 2013, as reported by INDEC, exceeding that of other countries in South America, according to publicly available information. 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 2014 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% in 2015.
 
Argentina reported year over year a GDP growth of + 2.1% y / y in 2015, according to preliminary data. The Indec reported year over year growth of + 3.5% y / y in the 3T15 and, +  0.9 % y / y in the 4T15, keeping unchangedand no change in the 1H15 statistics. The figure was in line with private estimates, however, in its report the Indec reported that recalculates to 2004 and from 2004 to 2015 GDP series at current prices and constant prices of the year. The revised series will be published on June 29, along with other statistics for 1Q16.
 
After several years of price stability, the devaluation of the Argentine peso in January 2002 created pressures on the domestic price system that generated high inflation in 2002 before substantially stabilizing in 2003. The local interest rate, the BAIBAR, was 9.45%, 10.11%, 9.08%, 12.10% and 30.14% on December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012 and December 31, 2013, respectively, as reported by the Central Bank. The BAIBAR stood at 10.21% on September 30, 2014.
 
Argentina is rated SD by S&P, Caa1 by Moody’s with positive outlook and RD by Fitch, as of September 30, 2015. 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 15.3% of our consolidated revenues from ordinary activities for the year ended December 31, 2015. Accordingly, the Company is sensitive to macroeconomic conditions in Brazil.
 
Brazil's economic and social progress between 2003 and 2014 helped lift 29 million people out of poverty and decrease inequality significantly. The income level of the poorest 40% of the population rose, on average, 7.1% (in real terms) between 2003 and 2014, compared to a 4.4% income growth for the population as a whole. However, the rate of poverty and inequality reduction has been showing signs of stagnation since 2015.
 
Brazil is currently going through a deep 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. The economic crisis - coupled with the political crisis now facing the country - has contributed to undermining the confidence of consumers and investors. Commodity price drops and the deterioration of investor sentiment with regard to emerging markets further exacerbated the crisis.
 
The realignment of regulated prices combined with the pass-through of exchange rate depreciation have caused an inflation peak in 2015 (with an inflation rate of 10.7% in December 2015 compared to 6.4% in 2014), exceeding the upper limit of the target band (4.5 ± 2%). The inflation rate of administered prices has been decelerating and will, most likely, be the main driver of the moderate slowdown expected in 2016. It is expected, however, to remain above the target ceiling for the year. Annual inflation rates are measured in Brazil throught the Brazilian Extended Consumer Price Index (Índice de Preços ao Consumidor Amplo), or IPCA, that is reported by the Instituto Brasileiro de Geografia e Estatística (“IBGE”).
 
 
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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.
 
Budget rigidities and a difficult political environment are undermining the fiscal adjustment. Less than 15% of expenditures in Brazil are expected to be discretionary. Most public spending is mandatory (mandated by the Constitution or other legislation) and increases in line with revenues, nominal GDP growth, or other pre-established rules. Additionally, a large portion of revenues are earmarked for education and health. Attempts to pass legislation to increase revenue collection in the short term and address issues of a more structural nature - such as pensions - have so far fallen short of the government's intentions.
 
Brazil’s medium-term outlook will depend on the success of the current adjustments and the enactment of further growth-enhancing reforms. Raising productivity and competitiveness is the crucial challenge for the country to achieve higher growth in the medium-term. With the recession of growth drivers over the past decade — credit-fueled consumption, labor expansion and the commodity boom — growth will need to be based on higher investments and productivity gains.
 
Brazil’s economy tallied another profound contraction in the fourth quarter. The country remains plagued by high inflation, depressed confidence levels and low prices for export goods. Available data for the start of 2016 is also bleak: business confidence fell and the manufacturing PMI lost ground. The abysmal state of the economy combined with a large corruption scandal has rocked the government. On March 13, 2016, citizens gathered in one of the largest protests in Brazil’s history to demand the resignation of President Dilma Rousseff. In Congress, the largest political party, the Brazilian Democratic Movement Party (PMDB), has stated the abandon the government’s coalition from March 30, 2016.
 
Brazil's non-seasonally adjusted unemployment rate rose to 8.2% in February of 2016 from 7.6% in the previous month and above market forecast of 8.1%. It was the highest figure since May of 2009, as the number of unemployed increased sharply while employment fell. A year earlier, the unemployment rate was lower at 5.8%. Unemployment Rate in Brazil averaged 8.34% from 2001 until 2016, reaching an all time high of 13.10% in August of 2003 and a record low of 4.30% in December of 2013. Unemployment Rate in Brazil is reported by the IBGE.
 
The Brazilian economy contracted 1.4% on quarter in the last three months of 2015, slightly lower than market expectations of a 1.5% decline and following a 1.7% contraction in the previous period, marking the fourth straight quarter of contraction. Year-on-year, the GDP shrank 5.9%, bringing full 2015 contraction to 3.8%, the worst annual performance since 1991. GDP Growth Rate in Brazil averaged 0.63% from 1996 until 2015, reaching an all time high of 3.50 % in the third quarter of 1996 and a record low of -4.10% in the fourth quarter of 2008. GDP Growth Rate in Brazil is reported by the IBGE.
 
The central bank of Brazil left its benchmark interest rate unchanged at 14.25% for a fifth straight meeting on March 2nd, taking into account domestic and especially external risks and in spite of soaring inflation. Six of eight policymakers voted to maintain the SELIC rate (Special System for Settlement and Custody / Sistema Especial de Liquidação e Custódia) and two decided voted for a hike. Interest Rate in Brazil averaged 15.68% from 1999 until 2016, reaching an all time high of 45% in March of 1999 and a record low of 7.25% in October of 2012. The interest rate in Brazil is reported by the Banco Central do Brasil.
 
During the 2nd half of 2015 and the first two months of 2016, rating credit agencies, Standard & Poor’s, Moody’s and Fitch, have downgraded Brazil's investment credit rating. In general, the downgrade reflects the economy's deeper recession than 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+. Moody's rating for Brazil sovereign debt is Baa3. Fitch's credit rating for Brazil is BBB. In general, sovereign wealth funds, pension funds and other investors to gauge the credit worthiness of Brazil thus having a big impact on the country’s borrowing costs use a credit rating.Developments in the Peruvian economy
 
Developments in the Peruvian Economy
 
Our operations in Peru accounted for 9.1% of our consolidated revenues from ordinary activities for the year ended December 31, 2015. Accordingly, the Company is sensitive to macroeconomic conditions in Peru.
 
According to the Central Bank of Peru, Peruvian GDP grew 5.8%, 2.4% and 3.3% in 2013, 2014 and 2015, respectively. 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 2013, 2014 and 2015 the unemployment rate was 4.2%, 4.7% and 5.7%, respectively. At its December 2015 meeting, the Central Bank of Peru moved raised the reference rate to at 34.275% in light of the monetary authority’s inflation expectation of 2.0% for 2015 in order to maintain the convergence of inflation expectations that are above that target range. The CPI index increased from 2.98%, 3.2% and 4.4%  in 2013, 2014 and 2015, respectively as reported by INEI. Interest rates increased during 2015 and were influenced by the growth of the reference rate in its effort to tame inflation; by the exchange rate depreciation, mixed signals on the recovery of the world economy, a fragile economic recovery among Peru’s trading partners and high volatility in foreing exchange and finantial markets. Interest rates were later reduced in January 2015.
 
 
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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. Over the 2010-2015 period, the Peruvian economy experienced GDP growth at an average annual rate of 4.8%, and the average annual inflation rate increased to 32.38% in the same period.
 
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.
 
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 8.3% of our consolidated revenues from ordinary activities for the year ended December 31, 2015. Accordingly, the Company is sensitive to macroeconomic conditions in Colombia.
 
Beginning in 2007 Colombia grew rapidly, attracting a record U.S.$10.6 billion in foreign direct investment in 2008 according to the World Bank. However, Colombia’s credit rating was not raised to investment grade by Moody’s and S&P until 2011, when economic growth accelerated and the threat posed by guerrilla groups and organized crime receded. 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. Fitch also ratified Colombia sovereign in BBB with stable outlook.. 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.
 
By the end of 2015 Colombia's rating was higher than Brazil, Latin America’s largest economy, based on strong growth dynamics supported by government infrastructure programs encompassed in the “4G” plan, while noting moderate fiscal deficits. Security concerns, historically a major issue for Colombia, have not disappeared, but have been waning after several major government wins against domestic guerrilla groups. Colombia has cut its intentional homicide rate by almost half since 2002, when former President Alvaro Uribe took office, according to the World Bank, and increased investor confidence by sustaining moderate fiscal deficits, maintaining inflation stable and increasing economic growth according to Moody’s.
 
In October 2012 the US granted congressional approval to the implementation of the United States-Colombia Trade Promotion Agreement 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 U.S.–Colombia Trade Promotion Agreement (TPA) should have beneficial effects over both the U.S. and Colombian economies. Both economies are highly complementary according to the signatories. Between June 2012 and February 2013, compared to the previous year, two-way trade accounted for U.S.$28.5 billion, an increase of five percent. During that period of time, U.S. exports to Colombia increased 20%, including significant increases in oil and derivatives, aircraft and parts, electric machinery, iron and steel products, cereals, soybean products and pharmaceutical products – accounting for U.S.$11.4 billion. U.S. agricultural exports alone increased by 68% during that period.
 
 
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We believe Colombia will be able to respond with both fiscal and monetary countercyclical policies if the international outlook further deteriorates. The most severe risks to the Colombian economy continue to be external; the consequences on the real economy of the sovereign debt crisis in Europe coupled with moderate growth in the United States may affect commodity prices and foreign investment inflows to emerging markets. Domestically, the most significant risk is the failure to execute important public works that are part of the set of infrastructure projects the country desperately needs and for which resources are available. See “Risk Factors – Risks Related to Colombia”
 
GDP growth was 4.0% in 2012, 4.9% in 2013, 4.4% in 2014, 3.1% in 2015 and the expected growth is 3.0% in 2016.  Retail sales have increased 4.1% in 2012, 4.7% in 2013, 7.5% in 2014 and 6.5% in 2015 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%, 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.
 
Unemployment has gradually decreased in the last few years. According to the Central Bank of Colombia, the unemployment rate was 11.3%, 11.1%, 10.8%, 10.4% and 8.4% in 2009, 2010, 2011, 2012 and 2013, respectively. The unemployment rate was 11.3%, 11.1%, 10.8%, 10.4%, 9.7%, and 9.1% in 2009, 2010, 2011, 2012, 2013 and 2014, respectively. The unemployment rate was 8.9% as of December 31, 2015.
 
We believe one factor differentiates the Colombian recovery from its Latin American peers has 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 3.7% for 2014. However, in 2015 the inflation was higher than the Central Bank target of 6.8% 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.      
 
Fiscal deficit has shown an increasing trend. It was 1.9% in 2012, 2.2% in 2013, 2.6% in 2014 and is estimated to have been 3.0% in 2015.  This deficit has increased government debt to GDP ratios which stood at 51.7% in 2015.
 
In December 2014, Colombia’s legislative branch approved a tax reform bill that came into effect on January 1, 2015. According to the new tax bill, Colombian companies will have to pay an annual wealth tax (between 0.2% and 1.5%, depending on the taxable base) and a higher CREE income tax (3% surcharge for the 2015, 2016, 2017 and 2018 tax years). The resulting increase in the tax liability of our Colombian subsidiaries is expected to decrease the amount of income available for dividends.
 
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”
 
Expansion activities
 
A significant proportion of our expected revenue growth is based on our expansion activities, including acquisitions and organic growth. We forecast that our revenue for 2016 will be approximately U.S.$16 billion based on the company’s expected revenue growth, due primarily to our expansion activities and growing same store sales. For the same period we expect to invest U.S.$500 million.
 
The organic growth plan for the next four years (2016-2019) 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 would be eventually generated from the potential separation of the Shopping Centers Division or the sale of non-strategic assets).
 
 
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Distribution 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.
 
Impact of acquisitions
 
No acquisitions were made in the 2013, 2014 and 2015 fiscal periods.
 
Impact of organic expansion
 
During the year ended December 31, 2015, (a) in Chile, we opened seven 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; (b) in Argentina, we had a net closing of four supermarkets and reduced selling space by 2,952 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 one supermarket store and added 1,197 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 recution in GLA 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 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 13,025 square meters; (e) in Colombia, we opened one Easy store that added selling space of 6,587. 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 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.
 
During the year ended December 31, 2013, we opened two supermarkets in Argentina, 10 in Chile, one in Peru, three in Colombia and 17 in Brazil. We opened six department stores in Peru and 5 home improvement stores in Colombia, four of these stores were cash & carry stores that have been refurbished and converted into home improvement stores following the Carrefour acquisition, while the same division opened one store in Argentina and one in Chile. During the year ended December 31, 2013, we also opened one shopping center in Peru.
 
 
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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:
 
   
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       0       0             375  
Argentina
                                       
Supermarkets
    290       1       5             286  
Home Improvement
    50       0       0             50  
Shopping Centers
    22       0       0             22  
Total Argentina
    362       0       0             362  
Brazil
                                       
Supermarkets
    220       4       2             222  
Total Brazil
    220       0       0             220  
Peru
                                       
Supermarkets
    87       3       0             90  
Department Stores
    9       0       0             9  
Shopping Centers
    4       0       0             4  
Total Peru
    100       0       0             100  
Colombia
                                       
Home Improvement
    100       3       2             101  
Supermarkets
    10       0       0             10  
Shopping Centers
    2       0       0             2  
Total Colombia
    112       0       0             112  
Total
    1,169       0       0               1,169  
 
   
2014
 
   
Total 2013
   
Openings
   
Closings
   
Acquisitions
   
Total 2014
 
Chile
                             
Supermarkets
    224       14       1             238  
Home Improvement
    32       1                   33  
Department Stores
    77       2                   79  
Shopping Centers
    25                         25  
Total Chile
    358       17       1             375  
Argentina
                                     
Supermarkets
    290       1       1             290  
Home Improvement
    48       2                   50  
Shopping Centers
    18       4                   22  
Total Argentina
    356       9       1             362  
Brazil
                                     
Supermarkets
    221       3       5             220  
Total Brazil
    221       3       5             220  
Peru
                                     
Supermarkets
    87       1       1             87  
Department Stores
    6                         9  
Shopping Centers
    3       1                   4  
Total Peru
    96       2       1             100  
Colombia
                                     
Home Improvement Stores
    9       1                   10  
Supermarkets
    100       2       2             100  
Shopping Centers
    2                         2  
Total Colombia
    111       1       2             112  
Total
    1,142       13       8             1,168  
 
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2013
 
   
Total 2012
   
Openings
   
Closings
   
Acquisitions
   
Total 2013
 
Chile
                             
Supermarkets
    214       9       1       0       222  
Home Improvement
    31       1       0       0       32  
Department Stores
    77       1       2       0       78  
Shopping Centers
    23       0       0       0       25  
Total Chile
    345       11       3       0       357  
Argentina
                                       
Supermarkets
    288       5       3       0       290  
Home Improvement
    47       1       0       0       48  
Shopping Centers
    18       0       0       0       18  
Total Argentina
    353       6       3       0       356  
Brazil
                                       
Supermarkets
    204       11       0       0       221  
Total Brazil
    204       11       0       0       221  
Peru
                                       
Supermarkets
    86       1       0       0       87  
Department Stores
    0                               6  
Shopping Centers
    3       1       0       0       2  
Total Peru
    89       2       0       0       95  
Colombia
                                       
Home Improvement
    4       5       0       0       9  
Supermarkets
    96       4       0       0       100  
Shopping Centers
    2       0       0       0       2  
Total Colombia
    102       9       0       0       111  
Total
    1,091       39       6       0       1,142  
 
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 2015 and 2014, the value of the Chilean peso relative to the U.S. dollar depreciated approximately 17.0% and 15.7%, respectively; the Argentine Peso depreciated approximately 51.7% and 31.2% against the U.S. dollar, respectively; the Brazilian Real depreciated approximately 49.8% and 13.4% against the U.S. dollar, respectively; the Peruvian Sol depreciated approximately 14.1% and 6.7% against the U.S. dollar, respectively, and the Colombian peso depreciated 33.0% and 24.2% against the U.S. dollar, respectively. The observed exchange rate for the Chilean peso on January 2, 2016 was Ch$710.16 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, 2015, 32% 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 2015 represented 24.1% and 27.7% 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 2015 represented 23.7% and 28.7% 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 32.7% of total sales for the year 2015, while the first quarter represented 32.7% 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 2015 our Chile shopping center revenues represented 29.1% of total Chile shopping 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.
 
 
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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 three years ended December 31, 2015, 2014 and 2013 has been restated to present the result of operations of the financial services segment in Chile as discontinued operations.
 
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 would, as per our current plans, primarily involve shopping centers in Argentina, Chile, Peru and Colombia. This operation would involve the development of a plan for investment in additional expansions and new projects as indicated. The Company currently expects that it would maintain a majority position in the resulting entity. 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 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.
 
 
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After evaluating the development of the Supermarkets – Brazil 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 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.
 
The financial model showed that the recoverable amount of the Supermarkets in 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 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.
 
As of December 31, 2015 the performance of the supermarkets segment in Brazil, evidenced by meeting allocated budgets set in the second half of 2015, gives no reasons for recording any further impairment in this.
 
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 external and independent property valuers, having 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, 2015 were 6.73% in Chile, 22.5% in Argentina, 7.50% in Peru and 7.66% in Colombia (at December 31, 2014: 7.09% in Chile, 22.53% in Argentina, 7.80% in Peru and 7.70% 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.
 
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 judgement 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.
 
 
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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, 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 )     27.6 %
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 )     9.9 %
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       13.7 %
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 )     (730.9 )%
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 invetments 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 )     1.810.3 %
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 %
 
 
100

 
 
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 local peso terms, partially affected by the depreciation of local currencies (Brasilian real and Colombian peso). The largest increase in home improvement reflects the growth in same store sales (SSS) in Argentina, followed by department stores, financial service and shopping centers. The increase of revenues was offset by lower revenues from the supermarket business reflecting the impact of the Brazilian real and Colombian 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%, in that region.
 
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%  devaluacion 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 partialle 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) and 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 27.6%, 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 (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.
 
 
102

 
 
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.
 
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 last year.
 
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 last year. In Peru, gross profit increased Ch$6,086 million, or 112.4%, as a result of the increase in size of the operation.
 
 
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Shopping centers
 
Our consolidated gross profit in our shopping centers increased Ch$25,873 million, or 13.7%, to Ch$214,042 million for the twelve months ended December 31, 2015 from Ch$188,169 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.
 
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 exchange losses 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 unhedge 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 imparment of the Brazilian assets.
 
 
104

 
 
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 tax67 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.
 
Profit (loss) from continuing operations
 
As a result of the above factors, our net earnings 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, 2014 Compared to Year Ended December 31, 2013
 
The following table presents, for the periods indicated, certain items of our statement of income:
   
Year Ended December 31,
   
 
 
   
2014
   
2013
   
% Change
 
   
(in millions of Ch$)
   
 
 
Revenues from ordinary activities:
 
 
   
 
   
 
 
Supermarkets
    8,159,237       7,682,994       6.2 %
Home improvement stores
    1,225,616       1,176,890       4.1 %
Department stores
    991,442       970,360       2.2 %
Shopping centers
    214,850       205,332       4.6 %
Financial services
    117,679       81,651       44.1 %
Other
    2,205       16,932       (87.0 )%
Total revenues from ordinary activities
    10,711,029       10,134,158       5.7 %
Cost of sales:
                       
Supermarkets
    (6,216,769 )     (5,782,590 )     7.3 %
Home improvement stores
    (800,342 )     (787,402 )     1.6 %
Department stores
    (741,279 )     (701,530 )     5.7 %
Shopping centers
    (28,029 )     (23,341 )     20.1 %
Financial services
    (39,046 )     (25,938 )     50.5 %
Other
    (1,967 )     (3,451 )     (43.0 )%
Total cost of sales
    (7,827,432 )     (7,324,252 )     6.7 %
Gross profit:
                       
Supermarkets
    1,942,468       1,900,404       2.9 %
Home improvement stores
    425,275       389,487       9.2 %
Department stores
    250,163       268,830       (6.9 )%
Shopping centers
    186,821       181,991       2.7 %
Financial services
    78,632       55,713       41.1 %
Other
    238       13,481       (98.2 )%
Total gross profit
    2,883,597       2,809,907       3.1 %
Administrative expenses, distribution costs and other expenses
    (2,482,777 )     (2,357,582 )     5.3 %
Other revenues by function
    114,438       108,291       5.7 %
Participation in earnings of associates
    6,208       10,289       (39.7 )%
Financial income
    6,709       5,999       11.8 %
Financial expenses
    (180,258 )     (196,592 )     (8.3 )%
Other earnings
    (6,515 )     (3,165 )     105.8 %
Exchange differences
    (24,411 )     (22,787 )     7.1 %
Losses from indexation
    (39,576 )     (18,885 )     109.6 %
Income (loss) before taxes
    277,416       335,476       (17.3 )%
Income tax charge
    (125,932 )     (94,068 )     33.9 %
Profit from continuing operations
    151,485       241,408       (37.2 )%
Profit from discontinued operations
    12,662       8,357       51.5 %
Net income
    164,146       249,765       (34.3 )%
Profit attributable to non-controlling shareholders
    (748 )     (166 )     352.0 %
Profit attributable to controlling shareholders
    164,895       249,930       (34.0 )%
 

67 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.
 
 
105

 
 
Revenues from ordinary activities
 
Our consolidated revenues from ordinary activities increased Ch$576,871 million, or 5.7%, to Ch$10,711,029 million for the year ended December 31, 2014, from Ch$10,134,158 million for the same period in 2013, as a result of positive contributions from all business segments, with the largest increase in financial services as a result of the growth of our loan portfolio, followed by supermarkets, home improvement, shopping centers and department stores.
 
Supermarkets
 
Our consolidated revenue from ordinary activities from our supermarkets increased Ch$476,244 million, or 6.2%, to Ch$8,159,237 million for the year ended December 31, 2014, from Ch$7,682,994 million for the same period in 2013, primarily due to (i) a revenue increase of Ch$150,415 million, or 7.5%, in our Brazilian operations, resulting from a 2.5% depreciation of the CLP against the BRL and positive same stores sales, (ii) an increase of Ch$127,502 million in our Chilean supermarket operations due to a 4.3% increase in same store sales related to the improved performance of our Santa Isabel format and the steady performance of our Jumbo operations in the country, as well as the addition of 14 new stores compared to the same period in 2013, (iii) a 4.6% increase in same stores sales in Peru which increased revenues by Ch$91,207 million, or 12.2%, in that region, and (iv) an increase of Ch$80,467 million in revenues from our Colombian operations due to positive same store sales in the second half of the year and increases in perishable products. Our Argentine operations posted a revenue increase of 1.5%, or Ch$26,653 million on the back of positive same store sales of 29.0% in local currency, which were partially offset by an 11.8% depreciation in the AR$ against the CLP in the period.
 
Home improvement stores
 
Our consolidated revenue from ordinary activities from our home improvement stores increased Ch$48,726 million, or 4.1%, to Ch$1,225,616 million for the twelve months ended December 31, 2014, from Ch$1,176,890 million for the same period in 2013, primarily due to (i) an increase in revenues from our Colombian operations of Ch$20,994 million, or 45%, due to an 8.7% increase in selling space as a result of the opening of one store and due to CLP variations against the COP during the period, (ii) an increase in revenues of Ch$16,817 million, or 4% in Chile resulting from a 2.7% increase in same store sales and the addition of one new store (iii) an increase of Ch$10,915 million, or 2%, in our Argentine operations as a result of a 27.5% increase in same store sales which was partially offset by the 11.8% depreciation in the ARS against the Chilean peso in the period.
 
Department stores
 
Our consolidated revenue from ordinary activities from our department stores increased Ch$21,082 million, or 2.2%, to Ch$991,442 million for the twelve months ended December 31, 2014, from Ch$970,360 million for the same period in 2013, primarily due to an increase in the number of our Peruvian stores, jumping from six stores to nine, increasing the selling space by 40.4%, and resulted in a revenue increase of Ch$24,656 million, or 169% which was offset by a decline in revenues from our Chilean department store operations of Ch$3,573 million, or 0.3%, as a result of a 0.5% decrease in same store sales for 2014 compared to 2013.
 
Shopping centers
 
Our consolidated revenue from ordinary activities from our shopping centers increased Ch$9,518 million, or 4.6%, to Ch$214,850 million for the twelve months ended December 31, 2014, from Ch$205,332 million for the same period in 2013, primarily due to (i) an increase in revenues from our Chilean operations of Ch$7,895 million, or 7%, as a result of the improved performance of our flagship development Costanera Center, (ii) an increase in revenues from our Peruvian operations of Ch$2,883 million, or 20%, as a result of an increase in occupancy rates at our developments in the country from 87.0% to 89.0%, and (iii) an increase in revenues from our Colombian operations of Ch$1,447 million or an increase of 19.1%, primarily due to the reclassification of revenues derived from ancillary stores from the supermarket segment to real estate. These increases were partially offset by a 4% decrease in revenues from our Argentina division as a result of sluggish spending in the country and the depreciation of the ARS during period as described above.
 
 
106

 
 
Financial services
 
Our consolidated revenue from ordinary activities from our financial services increased Ch$36,028 million, or 44.1%, to Ch$117,679 million for the twelve months ended December 31, 2014, from Ch$81,651 million for the same period in 2013, primarily due to (i) an increase in revenues of Ch$17,467 million, or 69%, from our Peruvian operations as a result of portfolio expansion from the growth of our department store business, (ii) an increase in revenues from our Argentine operations of Ch$17,857 million, or 40%, as a result of an increase in the size of our loan portfolio and (iii) an increase in revenues from our Colombian operations of Ch$514 million, or 7%, also due to the increase in the size of our loan portfolio and the addition of new product offerings. These increases were partially offset by a decrease of Ch$140 million, or 4%, in Brazil, from Ch$3,983 million to Ch$3,843 million for the twelve months of 2013 and 2014, respectively, due to a decrease in the size of our loan portfolio in the country.
 
Cost of sales
 
Our consolidated cost of sales increased Ch$503,180 million, or 6.9%, to Ch$7,827,432 million for the twelve months ended December 31, 2014 from Ch$7,324,252 million for the same period in 2013, primarily due to an increase in sales of 5.7%.
 
Supermarkets
 
Our consolidated cost of sales in our supermarkets increased Ch$434,179 million, or 7.5%, to Ch$6,216,769 million for the twelve months ended December 31, 2014 from Ch$5,782,590 million for the same period in 2013, due to (i) an increase in cost of sales in Brazil of Ch$170,154 million, or 11%, as a result of a 7.5% increase in sales; (ii) an increase of Ch$98,232 million, or 5.9%, in Chile which was in line with the sales growth the country experienced, (iii) an increase of Ch$75,182 million in Peru as a result of an increase of 12.2% in sales as well as increased costs in connection with increased promotional pricing activities, (iv) a Ch$66,305 million, or 9.0%, increase in cost of sales in Colombia due to a 8.8% increase in sales and (v) an increase in cost of sales in Argentina of Ch$11,648 million or 0.9%.
 
Home improvement stores
 
Our consolidated cost of sales in home improvement stores increased Ch$12,940 million, or 1.6%, to Ch$800,342 million for the twelve months ended December 31, 2014 from Ch$787,402 million for the same period in 2013, mainly due to (i) an increases in cost of sales in Colombia of Ch$16,361 million, or 49%, as a result of the expansion of our operations in the country together with an increase of Ch$10,400, or 3%, in cost of sales in Chile which was in line with the sales growth in our Chilean business. These effects were partially offset by a decrease in cost of sales in Argentina of Ch$13,822 million or 3% as a result of improved terms with suppliers. Costs as a percentage of sales decreased to 65.3% in the twelve months of 2014, compared to 66.9% for 2013, due to more favorable commercial terms with suppliers due to contract renegotiations, a more flexible pricing environment in Argentina and a greater retail consumer mix, that has higher margin customers, versus wholesale in Chile.
 
Department stores
 
Our consolidated cost of sales in our department stores increased Ch$39,749 million, or 5.7%, to Ch$741,279 million for the twelve months ended December 31, 2014 from Ch$701,530 million for the same period in 2013, due to (i) an increase of Ch$21,655 million, or 178%, in cost of sales in Peru as a result of the abovementioned expansion of the department store business in the country and (ii) an increase in cost of sales in Chile of Ch$18,095 million, or 3%, as a result of increased promotional activities. Costs as a percentage of sales increased 250 basis points due to the deterioration of the consumer environment in Chile.
 
Shopping centers
 
Our consolidated cost of sales, primarily depreciation and expenses, from our shopping centers increased Ch$4,688 million, or 20.1%, to Ch$28,029 million for the twelve months ended December 31, 2014 from Ch$23,341 million for the same period in 2013, due to (i) an increase in Argentina of Ch$4,843 million, or 35%, as a result of increased operational expenses related to the renegotiation of collective bargaining agreements, (ii) an increase of Ch$483 million or 7% in cost of sales for our Chilean operations in line with sales growth for the period and (iii) an increase in cost of sales in Colombia as a result of the inclusion of supermarket ancillary stores into this segment of Ch$21 million, or 6%. These effects were partially offset by a decrease in cost of sales in Peru of Ch$659 million, or 35%, due to cost reductions and efficiencies.
 
Financial services
 
Our consolidated cost of sales, primarily provisions for bad debts and collection and processing costs, from our financial services division increased 50.5%, or Ch$13,108 million, to Ch$39,046 million for the twelve months ended December 31, 2014 from Ch$25,938 million for the same period in 2013, due to (i) an increase of Ch$8,008 million, or 55%, in Peru as a result of the growth of our loan portfolio and (ii) an increase of Ch$4,840 million, or 46%, in Argentina also due to the growth of our business during the period.
 
Gross profit
 
Our consolidated gross profit increased 2.6%, or Ch$73,691 million, to Ch$2,883,597 million for the twelve months ended December 31, 2014 from Ch$2,809,907 million for the same period in 2013, primarily due to gross profit improvement in the supermarket and home improvement segments.
 
 
107

 
 
Our consolidated gross profit as a percentage of revenues from ordinary activities decreased 70 bps to 27.0% for the twelve months ended December 31, 2014 from 27.7% for the same period in 2013.
 
Supermarkets
 
Our consolidated gross profit in our supermarkets increased Ch$42,064 million, or 2.2%, to Ch$1,942,468 million for the twelve months ended December 31, 2014 from Ch$1,900,404 million for the same period in 2013, as a result of (i) an increase in gross profit of Ch$29,270 million, or 5.2%, in Chile as a result of the improved performance of our Santa Isabel format and the steady performance of our Jumbo operations in the country, (ii) an increase in gross profit of Ch$16,025 million, or 9.6%, in Peru as a result of a 12.2% increase in sales, (iii) an increase of Ch$15,005 million, or 2.8%, in Argentina as a result of sales growth and improved inventory management and (iv) an increase in gross profit in Colombia of Ch$14,162 million or 7.9%, in line with sales growth experienced. Gross profit as a percentage of revenues from ordinary activities decreased for the supermarkets segment to 24.0% for the twelve months ended December 31, 2014 compared to 24.7% for the same period of 2013 as a result of a lower gross profit in our Brazilian operations due to increased inventory shrinkage for the operation, and as a result of increased cost of sales in Peru and Colombia due to increased promotional activities to better position our brands and support our market share in those regions.
 
Home improvement stores
 
Our consolidated gross profit in our home improvement stores increased Ch$35,788 million, or 9.2%, to Ch$425,275 million for the twelve months ended December 31, 2014 from Ch$389,487 million for the same period in 2013. Gross profit as a percentage of revenues from ordinary activities increased to 34.6% for the twelve months ended December 31, 2014, compared to 33.9% for the same period in 2013, primarily as a result of improved margins in Chile and Argentina: (i) gross profit as a percentage of revenues from ordinary activities in Argentina increased the most to 39.3% from 36.2% as a result of a more flexible pricing environment in light of government mandated price controls being limited to a reduced share of products sold and inventory accumulation preceding a high inflation period, (ii) gross profit as a percentage of revenues from ordinary activities in Chile increased to 29.2% from 28.8% as a result of having a larger base of retail clients in the sales mix leading to better profit margins and (iii) improvements in the scale of our Colombian operations, which went from 9 to10 stores adding 6,587 m2 of selling space, which resulted in better terms with suppliers as a result of greater purchased volumes increasing gross profit by 37%, or Ch$4,633 million; however, this effect was offset by inventory clearance sales during the period reducing gross profit as a percentage of revenues from ordinary activities from 26.9% to 25.4% in the country.
 
Department stores
 
Our consolidated gross profit in our department stores decreased Ch$18,667 million, or 6.9%, to Ch$250,163 million for the twelve months ended December 31, 2014 from Ch$268,830 million for the same period in 2013. The deterioration in the Chilean economy and reduced consumer spending led to an expansion of our promotional activities, resulting in a decrease in gross profit of Ch$21,668 million, or 8%, during the twelve months ended December 31, 2014 as compared to the same period in 2013. In Peru, gross profit in Chile increased Ch$3,001 million, or 124%, as a result of the increase in sales of 169% due to the increase in size of the operation, which went from 6 to 9 stores. Our consolidated gross profit as a percentage of revenues from ordinary activities decreased to 25.2% for the twelve months ended December 31, 2014 from 27.7% for the same period in 2013.
 
Shopping centers
 
Our consolidated gross profit in our shopping centers increased Ch$4,830 million, or 2.7%, to Ch$186,821 million for the twelve months ended December 31, 2014 from Ch$181,991 million for the same period in 2013, as a result of (i) an increase in gross profit in Chile of Ch$7,413 million, or 7% related to the improved performance of our developments in the country, in particular our Costanera Center, (ii) an increase in gross profit in Peru of Ch$3,542 million, or 29%, as a result of improved occupancy rates at Arequipa Center and Plaza Lima Sur and (iii) an increase in gross profit in Colombia of Ch$1,426 million, or 17%, mainly due to the reclassification of the activities of ancillary stores that were previously included under supermarkets into this segment. These increases were partially offset by a decline in gross profit in Argentina of Ch$7,551 million, or 14%, as a result of lower sales made by tenants at our shopping centers as well as the depreciation of the ARS during the period.
 
 
108

 
 
As a result of the foregoing factors, our consolidated gross profit as a percentage of revenues from ordinary activities in our shopping centers decreased to 86.9% for the twelve months ended December 31, 2014 compared to 88.6% for the same period in 2013.
 
Financial services
 
Our consolidated gross profit in our financial services segment increased Ch$22,919 million, or 41.1%, to Ch$78,632 million for the twelve months ended December 31, 2014 from Ch$55,713 million for the same period in 2013, 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$13,018 million, or 39%, (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$9,459 million and (iii) the expansion of our Colombian operations, increasing gross profit in Colombia by Ch$514 million, or 7%.
 
Other revenues by function
 
Our consolidated other revenues by function increased by Ch$6,146 million, or 5.7%, to Ch$114,438 million for the twelve months ended December 31, 2014 from Ch$108,291 million for the same period in 2013, as a result of an increase in the fair value of properties in the period and a lower discount rate used in the twelve month period ended December 31, 2014 when compared to the same period in 2013 partially offset by the negative effect of rising tax rates on our cash flow model.
 
Administrative expenses, distribution costs and other expenses
 
Our consolidated administrative expenses, distribution costs and other expenses increased Ch$125,195 million, or 5.3%, to Ch$2,482,777 million for the twelve months ended December 31, 2014 from Ch$2,357,582 million for the same period in 2013. This increase was in line with the related 5.7% increase in revenue from ordinary activities.
 
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,
   
 
 
   
2014
   
2013
   
% Change
 
   
(in millions of Ch$)
   
 
 
Other gains (losses)
    (182,077 )     (152,142 )     19.7 %
Participation in earnings of associates
    6,208       10,289       (39.7 )%
Financial income
    6,709       5,999       11.8 %
Financial expenses
    (180,258 )     (196,592 )     (8.3 )%
Other earnings
    (6,515 )     (3,165 )     105.8 %
Exchange differences
    (24,411 )     (22,787 )     7.1 %
Losses from indexation
    (39,576 )     (18,885 )     109.6 %
Total losses from financial and other activities
    (419,919 )     (377,282 )     11.3 %
 
Our consolidated losses from financial and other activities increased 11.3% for the twelve month period ended December 31, 2014 compared to the same period in 2013, in light of the following factors:
 
 
An increase in Other gains (losses) of Ch$(29,935) million, resulting mainly the fair value of derivative contracts in connection with our hedging activities of our U.S.$ denominated debt (please see Note 3 to our Financial Statements for further details on our hedging activities); and
 
 
A decrease in financial expenses of Ch$16,334 million, resulting in a financial expense of Ch$180,258 million for the twelve months ended December 31, 2014 compared to a financial expense of Ch$196,592 million for the same period of 2013 as a result of lower variable interest rates. As presented, financial expenses were reduced as a result of a lower debt load, despite greater working capital needs; and
 
which were offset by:
 
An increase in exchange differences of Ch$1,624 million, resulting in exchange losses of Ch$24,411 million for the twelve month period ended December 31, 2014 compared to exchange losses of Ch$22,787 million for the same period of 2013 as a result of the mark to market of the derivatives offset by a lower CLP/USD depreciation.
 
An increase in losses stemming from indexation of Ch$20,691 million as a result of a higher inflation rate in Chile, resulting in a loss of Ch$39,576 million for the twelve months ended December 31, 2014, compared to a loss of Ch$18,885 million for the same period of 2013.
 
 
109

 
 
Income tax charge
 
For the twelve month period ended December 31, 2014, we had an income tax expense of Ch$125,932 million, compared to an income tax expense of Ch$94,068 million for the same period in 2013. This increase of Ch$31,861 million was primarily due to a higher corporate tax rate during the 2014 period.
 
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.
 
Profit (loss) from continuing operations
 
As a result of the above factors, our net earnings decreased Ch$89,923 million, or 37.2%, to Ch$151,485 million for the twelve months ended December 31, 2014 from Ch$241,408 million for the same period in 2013. Our net earnings, as a percentage of revenues from ordinary activities, decreased to 1.4% for the twelve months ended December 31, 2014 from 2.4% for the same period in 2013.
 
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 desconsolidated as of that date. (See 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 in May 2015.
 
 
110

 
 
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.
 
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 portfolio expansion in the period;
 
 
An decresase in exchange rate differenceslosses 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 stemming 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.
 
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.
 
 
111

 
 
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 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,
   
 
 
   
2014
   
2013
   
% Change
 
   
(in millions of Ch$)
   
 
 
Revenues from discontinued operations:
 
 
   
 
   
 
 
Total revenues
    201,826       206,882       (2.4 )%
Cost of sales from discontinued operations:
                       
Total cost of sales
    (55,799 )     (59,817 )     (6.7 )%
Gross profit from discontinued operations:
                       
Total gross profit
    146,027       147,065       (0.7 )%
                         
Administrative expenses, distribution costs and other expenses
    (69,130 )     (90,340 )     (23.5 )%
Other revenues by function
    191       423       (54.9 )%
Financial expenses (net)
    (38,693 )     (34,973 )     10.6 %
Other earnings
    35       16       120.9 %
Exchange differences
    (19,199 )     (9,670 )     98.5 %
Losses from indexation
    (4,970 )     (2,074 )     139.6 %
Income (loss) before taxes
    14,261       10,447       36.5 %
Income tax charge
    (1,599 )     (2,089 )     (23.4 )%
Profit from Discontinued Operations
    12,662       8,357       51.5 %
                         
                         
Basic earnings (loss) per share
    4.5       3.0       457.7 %
Diluted earnings (loss) per share
    4.5       3.0       450.8 %
 
Revenues from discontinued operations
 
Discontinued operations
 
Our consolidated revenue from discontinued operations decreased Ch$5,056 million, or 2.4%, to Ch$201,826 million for the twelve months ended December 31, 2014, from Ch$206,882 million for the same period in 2013, primarily due to the effects of legal interest rate caps (Tasa Maxima Convencional) being applied in Chile as part of a regulatory framework developed in 2013.
 
Cost of sales
 
Discontinued operations
 
Our consolidated cost of sales from discontinued operations, primarily provisions for bad debts and collection and processing costs, decreased 6.7%, or Ch$4,018 million, to Ch$55,799 million for the twelve months ended December 31, 2014 from Ch$59,817 million for the same period in 2013, due to improved risk management activities as a lower percentage of our Chile loan portfolio was provisioned for non-performing loans.
 
Gross profit
 
Discontinued operations
 
Our consolidated gross profit from discontinued operations decreased Ch$1,038 million, or 0.7%, to Ch$146,027 million for the twelve months ended December 31, 2014 from Ch$147,065 million for the same period in 2013, as a result of the enactment of interest rate caps and a reduction in the number of cardholders with payments in arrears, which reduced revenues from overdue payments.
 
Other revenues by function
 
Our consolidated other revenues by function from discontinued operations decreased by Ch$232 million, or 54.9%, to Ch$191 million for the twelve months ended December 31, 2014 from Ch$423 million for the same period in 2013, as a result of an increase in the recovery of commission fees.
 
Administrative expenses, distribution costs and other expenses
 
Our consolidated administrative expenses, distribution costs and other expenses from discontinued operations decreased Ch$21,210 million, or 23.5%, to Ch$69,130 million for the twelve months ended December 31, 2014 from Ch$90,340 million for the same period in 2013. This decrease was above the related revenue contraction of 2.4%, and was due to cost cutting, expense control and enhanced productivity initiatives across our business division.
 
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:
 
 
112

 
 
   
As of December 31,
       
   
2014
   
2013
   
% Change
 
   
(in millions of Ch$)
   
 
 
Other gains (losses)
    35       16       118.8 %
Financial income
    260       145       79.3 %
Financial expenses
            (38,953 )     (34,973 )     10.6 %
Exchange differences
    (19,199 )     (9,670 )     98.5 %
Losses from indexation
    (4,970 )     (2,074 )     139.6 %
Total losses from financial and other activities
    (62,827 )     (46,412 )     35.4 %
 
Our consolidated losses from financial and other activities from discontinued operations increased 14% for the twelve month period ended December 31, 2014 compared to the same period in 2013, in light of the following factors:
 
 
An increase in financial expenses of Ch$3,720 million, resulting in a financial expense of Ch$38,953 million for the twelve months ended on December 31, 2014, compared to a financial expense of Ch$34,973 million for the same period of 2013 as a result of portfolio expansion in the period;
 
 
An increase in exchange rate differences of Ch$9,529 million, resulting in a loss of Ch$19,199 million for the twelve months ended on December 31, 2014 compared to a loss of Ch$9,670 million for the same period in 2013 as a result of the devaluation of local currencies against the U.S. dollar; and
 
 
An increase in losses stemming from indexation of Ch$2,896 million as a result of a higher inflation rate in Chile, resulting in a loss of Ch$4,970 million for the twelve months ended on December 31, 2014, compared to a loss of Ch$2,074 million for the same period of 2013,
 
which were partially offset by:
 
 
An increase in Other gains (losses) of Ch$19 million, from Ch$16 million for the twelve months ended December 31, 2013 to Ch$35 million in the same period of 2014 due to the fair value of derivative contracts, and;
 
 
An increase in financial income from Ch$145 million for the twelve months ended December 31, 2013 to Ch$260 million for the same period in 2014 due to investments made by the Company with excess cash.
 
Income tax charge
 
For the twelve months ended December 31, 2014, we had an income tax expense of Ch$1,599 million, compared to an income tax expense of Ch$2,089 million for the same period in 2013. This decrease of Ch$490 million was a consequence of the tax reform enacted in Chile during 2014. The application of the Chilean tax reform resulted in a profit over the equity held by our financial services business in Chile. This profit due to the application of the tax reform in Chile resulted in a reduction in our effective tax rate in Chile (See Note 26 to our audited financial statements).
 
Profit (loss) from discontinued operations
 
As a result of the above factors, our net earnings from discontinued operations increased Ch$3,052 million, or 36.5%, to Ch$11,409 million for the twelve months ended December 31, 2014 from Ch$8,357 million for the same period in 2013. Our net earnings, as a percentage of revenues from ordinary activities, increased to 5.7% for the twelve months ended December 31, 2014 from 4.0% for the same period in 2013.
 
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:
 
 
acquisition of, or investments in, companies engaged in the retail business; and
 
 
capital expenditures for property, plant and equipment.
 
 
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The Joint Venture transaction with Scotiabank for the Credit Card business in Chile also allowed the Company to reduce the use of funds devoted to fund the increase in the portfolio in Chile.
 
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.
 
At December 31, 2013 we had a negative working capital of Ch$526,480 million.
 
On April 1, 2014, we refinanced liabilities in a collective amount of approximately U.S.$770 million, reducing liquidity needs for the next 24 months. 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.
 
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 2016. We anticipate financing any future acquisitions or capital expenditures for property, plant and equipment with cash from operations and additional indebtedness.
 
Leverage
 
Our objective regarding capital management is to safeguard our capacity to continue ensuring appropriate returns for our 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 capital. Net financial debt corresponds to total indebtedness (including current and non-current debt) less cash and cash equivalents. Total capital corresponds to total equity as shown in the consolidated statement of financial position plus net debt.
 
In accordance with the above, we combine different financing sources, such as: capital increases, operating cash flows, bank loans and bonds.
 
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, 2015, financial liabilities reached Ch$3,170,539 million, a 7.2% increase when compared to December 31, 2014. As of December 31, 2015 our net financial debt was Ch$2,864,652 million, up from Ch$ 2,590,150 million as of December 31, 2014.
 
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, 2015, approximately 27% of our debt was variable-rate, and the remainder was fixed-rate. At December 31, 2015, approximately 30.5 % of our debt was denominated in U.S. dollars, approximately 14.6% in UF, approximately 50.1% in Chilean pesos, approximately 1.9% in Argentine pesos, approximately 0.9% in Peruvian nuevos soles, approximately 1.9% in Brazilian reais and approximately 0.1% 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.
 
 
114

 
 
In March, 2013, we completed a preemptive rights offering in the Chilean market that raised U.S.$1,600 million, and used the proceeds from that capital increase to prepay the outstanding amount of the Bridge Loan Agreement of U.S.$1,500 million. The rest of the proceeds of the capital increase were used to pay other short term liabilities.
 
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 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 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.
 
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 amount 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 was expected to pave 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 certain outstanding liabilities including the repayment of the Bridge Loan. This refinancing is expected to allow the Company to proceed with its organic expansion program for 2015 through 2018.
 
Credit facilities (Banks loans and bonds)
 
At December 31, 2015, our principal bank credit facilities and bonds (including interest) consisted of the following:
 
 
 
As of December 31, 2015
 
 
Currency
 
Amount
   
Maturity
   
Amount
 
 
Outstanding
   
Date
   
Outstanding
 
Banks:
   
(in U.S.$)
         
(in Ch$ Th)
 
Chile
                   
BBVA CHILE
CLP
    9,093,627       N/A *     6,457,930  
BANCO ESTADO
CLP
    38,651,929       N/A *     27,449,054  
SCOTIABANK
USD
    66,931,983       23-10-2017       47,532,417  
RABOBANK
USD
    40,377,667       04-10-2018       28,674,604  
MIZUHO BANK
USD
    50,251,940       27-03-2019       35,686,918  
SANTANDER CHILE
CLP
    71,730,550       29-03-2019       50,940,167  
SUMITOMO
USD
    50,238,193       01-04-2019       35,677,155  
BANCO ESTADO
CLP
    56,146,602       28-06-2019       39,873,071  
RABOBANK
USD
    50,278,051       26-03-2020       35,705,461  
BBVA CHILE
CLP
    50,079,290       02-02-2021       35,564,309  
Total Chile
      483,779,832               343,561,085  
                           
Brazil
                         
HSBC BRASIL
BRL
    11,869,993       N/A *     8,429,594  
SAFRA
BRL
    12,607,797       N/A *     8,953,553  
SANTANDER BR
BRL
    11,347,017       N/A *     8,058,198  
HSBC BRASIL
BRL
    38,013,943       19-12-2016       26,995,982  
HSBC BRASIL
BRL
    30,411,155       19-12-2016       21,596,786  
HSBC BRASIL
BRL
    7,602,789       19-12-2016       5,399,197  
BANCO NORDESTE
BRL
    1,202,439       16-12-2018       853,924  
SANTANDER BR
BRL
    237,297       16-12-2019       168,519  
SANTANDER BR
BRL
    67,799       16-12-2019       48,148  
Total Brazil
      113,360,229               80,503,900  
                           
Argentina
                         
BBVA FRANCES
ARS
    5,199,282       N/A *     3,692,322  
BANCO CIUDAD AR
ARS
    11,614,161       N/A *     8,247,913  
BANCO GALICIA
ARS
    11,231,151       N/A *     7,975,914  
 
 
115

 
 
IFC
USD
    7,752,421       16-08-2016       5,505,459  
Total Argentina
      35,797,015               25,421,608  
                           
Colombia
                         
COLOMBIA
COP
    328,603       N/A *     233,361  
Total Colombia
      328,603               233,361  
                           
Bonds:
                         
Incabond 2
PEN
    39,239,797       12-08-2017       27,866,534  
Incabond 1
PEN
    83,017,316       05-05-2018       58,955,577  
Bcenc-E
CLF
    72,750,711       07-05-2018       51,664,645  
Regs/144a 2021
USD
    768,447,917       20-01-2021       545,720,973  
Regs/144a 2023
USD
    1,226,162,500       20-01-2023       870,771,561  
Regs/144a 2025
USD
    662,925,069       12-02-2025       470,782,867  
Jumbo B
CLF
    71,859,385       01-09-2026       51,031,661  
Bcenc-F
CLF
    163,809,032       07-05-2028       116,330,622  
Bcenc-J
CLF
    109,849,285       15-10-2029       78,010,568  
Bcenc-N
CLF
    163,535,073       28-05-2030       116,136,067  
Bcenc-O
CLP
    76,682,583       01-06-2031       54,456,903  
Regs/144a 2045
USD
    358,952,951       12-02-2045       254,914,028  
Total Bonds
      3,797,231,619               2,696,642,007  

 
*
Non-committed overdraft credit facilities with no set maturity.
 
In addition, at December 31, 2015, we had Ch$32,549 million in financial leasings.
 
At December 31, 2015 we had over Ch$466,587 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, 2015, 53.3% 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 2013-2015 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,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)
 
Net cash from operating activities
    743,600       374,900       302,066  
Net cash used in investing activities
    31,797       (235,392 )     (309,367 )
Net cash (used in) from financing activities
    (673,868 )     (31,798 )     (115,918 )
 
 
116

 
 
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$101,529 million for the year ended December 31, 2015 compared to a net cash inflow of Ch$107,710 million for the year ended December 31, 2014.
 
Operating activities. Our net cash flows from operations increased to Ch$743,600 million for the year ended December 31, 2015 from Ch$374,900 million for the year ended December 31, 2014. This increase was produced mainly due to the revenue from sale of goods and services. In the supermarket division the increase was primarily attributable to increased cash flows of Ch$491,884 million from Ch$352,955 million as a result of a higher contribution from Chile, Colombia and Brazil, partially offset by a lower contribution from Argentina and Peru. Our Department Store, Shopping centers and Financial Service divisions also saw improvements in their cash flows from operations, with cash flows from Department Store operations improving to Ch$ 71,084 million for the year ended December 31, 2015 from Ch$31,121 million for the year ended December 31, 2014. Net cash flow from Financial Services operations increased to Ch$214,871 million for the year ended December 31, 2015 from Ch$31,803 million for the year ended December 31, 2014 as a result of the joint Venture agreement with Scotiabank. Net cash flow from shopping center operations improve to Ch$ 134,752 million for the year ended December 31, 2015 from Ch$ 124,890 million for the year ended December 31, 2014 as a result of greater contribution from Chile, Argentina and Peru.
 
Investing activities. Net cash flow from investing activities amounted to Ch$31,797 million for the year ended in December 31, 2015 compared to Ch$(235,692) million for the year ended December 31, 2014. This change was mainly due to net cash flow from supermarket investing activities amounting to Ch$ (130,868) million for the year ended December 31, 2015 compared to Ch$(154,641) million for the year ended December 31, 2014 due to lower investment across the region. Net cash flow from home improvement investing activities amounted to Ch$ (49,861) million for the year ended December 31, 2015 compared to Ch$(22,292) million for the year ended December 30, 2014. The variation was primarily due to higher organic growth in Chile and Colombia during 2015 compared to 2014. Net cash flow from department store investing activities amounted to Ch$(22,433) million for the year ended December 31, 2015 compared to Ch$(15,108) million for the year ended December 31, 2014 due to greater investment in IT for the strengthening of the e-commerce platform. Net cash flow from shopping center investing activities amounted to Ch$ 3,383 million for the year ended December 31, 2015 compared to Ch$(33,155) million for the year ended December 31, 2014. The variation was primarily due to fewer openings and lower maintenance costs. Net cash flow from financial services investing activities amounted to Ch$ 353,037 million for the year ended December 31, 2015 compared to Ch$(253) million for the year ended December 31, 2014, due to the execution of the sale to Scotiabank of 49% interest in our financial retail operation in Chile.
 
Financing activities. Net cash flows from financing activities amounted to Ch$ (673,868) million for the year ended December 31, 2015 compared to Ch$(31,798) million, for the year ended December 31, 2014. During 2015 several derivative agreements designated as cash flow hedges and fair value hedges were included into a recouponing operation. The operation involved the modification of the referential exchange rate for all instruments, while all other elements such as terms, notional and maturity were maintained as initially subscribed. Recouponing of these aforementioned cross currency swap agreements produced cash inflows amounting Ch$ 51,016 million included in the consolidated statements of cash flows under the "Other cash inflows (outflows)" line. In addition, this change was primarily due to net cash flows from supermarket financing activities amounting to Ch$ (308,854) million for the year ended December 31, 2015 compared to Ch$(177,846) million for the year ended December 31, 2014. The variation was related to higher inflows from loans as a consequence of net payments in order to reduce leverage. Net cash flows from home improvement financing activities decreased to Ch$ 86,744 million for the year ended December 31, 2015 from Ch$ 33,326 million for the year ended December 31, 2014 due to lower financing need of working capital partially offset by higher capex expenditure. Net cash flows from department store financing activities amounted to Ch$ (61,828) million for the year ended December 31, 2015 compared to Ch$(2,624) million for the year ended December 31, 2014. of net payments in order to reduce leverage. Net cash flows from shopping center financing activities amounted to Ch$ (123,874) million for the year ended December 31, 2015 compared to Ch$(89,306) million for the year ended December 31, 2014 of net payments in order to reduce leverage. Net cash flows from financial service financing activities increased to Ch$ (509,526) million for the year ended December 31, 2015 from Ch$ 32,862 million for the year ended December 31, 2014 due to higher portfolio growth in Argentina and Peru.
 
Cash flows for year ended December 31, 2014 compared to year ended December 31, 2013 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$108,466 million for the year ended December 31, 2014 compared to a net cash outflow of Ch$123,219 million for the year ended December 31, 2013.
 
Operating activities. Our net cash flows from operations increased to Ch$375,656 million for the year ended December 31, 2014 from Ch$302,066 million for the year ended December 31, 2013. The increase was primarily attributable to our supermarket division, where cash flows increased to Ch$352,955 million from Ch$297,980 million as a result of a higher contribution from Chile, Peru and Colombia, partially offset by a lower contribution from Argentina and Brazil. All other divisions also saw improvement in their cash flows from operations with cash flows from home improvement operations improving to Ch$ (7,610) million for the year ended December 31, 2014 from Ch$ (11,153) million for the year ended December 31, 2013. Net cash flow from department store operations increased to Ch$ 31,121 million for the year ended December 31, 2014 from Ch$ 23,490 million for the year ended December 31, 2013 as a result of better inventory management. Net cash flow from shopping center operations increased to Ch$ 124,890 million for the year ended December 31, 2014 from Ch$ 116,801 million for the year ended December 31, 2013 as a result of greater contribution from Chile, Colombia and Peru. Net cash flow from financial service operations increased to Ch$ 31,803 million for the year ended December 31, 2014 from Ch$ (1,250) million for the year ended December 31, 2013 due to a 47.3% and a 13.3% portfolio growth in Argentina and Peru, respectively.
 
 
117

 
 
Investing activities. Net cash flow from investing activities amounted to Ch$ (235,392) million for the year ended in December 31, 2014 from Ch$ (309,367) million for the year ended December 31, 2013. This change was mainly due to net cash flow from supermarket investing activities amounting to Ch$ (154,641) million for the year ended December 31, 2014 from Ch$ (250,967) million for the year ended December 31, 2013. 80% of the variation is explained by lower investment in Property, Plant and Equipment driven by lower investments in Brazil and Chile, partially offset by higher investments in Argentina, Colombia and Peru. Net cash flow from home improvement investing activities amounted to Ch$ (22,076) million for the year ended December 31, 2014 from Ch$ (27,988) million for the year ended December 30, 2013. The variation was primarily due to lower organic growth in the region during 2014 compared to 2013. Net cash flow from department store investing activities amounted to Ch$ (15,108) million for the year ended December 31, 2014 from Ch$ (14,195) million for the year ended December 31, 2013. The variation was primarily because of higher investments in Properties, Plant and Equipment for the net opening of two stores in Chile and three stores in Peru compared to December 2013. Net cash flow from shopping center investing activities amounted to Ch$ (33,155) million for the year ended December 31, 2014 from Ch$ (56,305) million for the year ended December 31, 2013. The variation was primarily due to lower investments for Costanera Center and the remodeling of our shopping centers. Net cash flow from financial services investing activities amounted to Ch$ (253) million for the year ended December 31, 2014 from Ch$ (86) million for the year ended December 31, 2013, due to less cash invested in the other retail businesses and in mutual funds.
 
Financing activities. Net cash flows from financing activities amounted to Ch$ (31,798) million for the year ended December 31, 2014 from Ch$ (115,918) million, for the year ended December 31, 2013. This change was primarily due to net cash flows from supermarket financing activities amounting to Ch$ (177,846) million for the year ended December 31, 2014 from Ch$ (78,033) million for the year ended December 31, 2013. The variation was related to lower inflows from loans as a consequence of reduced capex and higher outflows for the payment of loans due to the refinancing of debt to improve liquidity. Net cash flows from home improvement financing activities decreased to Ch$ 33,326 million for the year ended December 31, 2014 from Ch$ 34,736 million for the year ended December 31, 2013 due to lower financing need of working capital. Net cash flows from department store financing activities amounted to Ch$ (2,624) million for the year ended December 31, 2014 from Ch$ (24,551) million for the year ended December 31, 2013. This was due to Paris growth in Peru during 2013. Net cash flows from shopping center financing activities amounted to Ch$ (89,306) million for the year ended December 31, 2014 from Ch$ (63,008) million for the year ended December 31, 2013 due to higher needs of capital investments for maintenance. Net cash flows from financial service financing activities increased to Ch$ 32,862 million for the year ended December 31, 2014 from Ch$ (68,830) million for the year ended December 31, 2013 due to lower financing needs for portfolio growth.
 
Cash flows for year ended December 31, 2013 compared to year ended December 31, 2012 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 outflow of Ch$123,219 million for the year ended December 31, 2013 compared to a net cash inflow of Ch$47,608 million for the year ended December 31, 2012.
 
Operating activities. Our net cash flows from operations decreased 55% to Ch$302,066 million for the year ended December 31, 2013 from Ch$668,273 million for the year ended December 31, 2012. The decrease was primarily attributable to our supermarket segment, where cash fell 42% as a result of increased working capital needs particularly from Colombia and Peru. Inventory in Colombia increased by Ch$25,893 million while Peru posted an increase in accounts receivables of Ch$37,332 million and an inventory increase of Ch$31,035 million. Our home improvement segment had a Ch$71,052 million decrease in cash flows as a result of larger tax expenses in Argentina when compared to the 2012 period. Our Department store segment had a decrease in cash flows of Ch$14,310 million as a result of larger inventories in Chile and the startup of our Peruvian operations.
 
Investing activities. Our net cash outflows from investing activities decreased 84% to Ch$309,367 million for the year ended December 31, 2013 from Ch$1,876,091 million for the year ended December 31, 2012 due to the higher comparison basis for the 2012 period as a result of the inorganic expansion of the supermarket business into Colombia in addition to organic expansion that the company experienced throughout its markets in 2012 due to the opening of 117 stores and three shopping centers in 2012 versus the opening of 46 stores in 2013. During 2012, the company invested Ch$1,535,105 million for the purchase of subsidiaries and to obtain control of other companies such as our supermarket operations in Colombia for Ch$1,179,000 million, the initial payment for Johnson of Ch$243,000 million and Prezunic of Ch$102,000 million. Additionally, the company made investments in property, plants and equipment, mainly in Chile, of Ch$268,000 million for our shopping centers, supermarkets and home improvement segments. In Brazil we made investments in property, plants and equipment of Ch$96,000 million and in Argentina of Ch$88,000 million.
 
 
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Financing activities. Our net cash flows from financing activities decreased 109%, to outflows of Ch$115,918 million for the year ended December 31, 2013 compared to inflows of Ch$1,255,427 million for the year ended December 31, 2012. This was due to higher financial expense resulting from the inorganic expansion of our supermarket business into Colombia. During 2012, the company received inflows in the amount of Ch$632,987 million resulting from a capital increase. During 2013, the company performed an additional capital increase for Ch$818,871 million. The company had interest payments and principal amortizations of Ch$1,181,329 million in 2013 over the amount paid during 2012. Additionally the company had financing inflows of Ch$573,866 million less than the amount raised during the 2012 period. During 2012, the company secured the Bridge Loan Facility with JP Morgan Chase to finance the acquisition of supermarket operations in Colombia in combination with raising US$1,200 million in a 144A/Reg S bond issuance.
 
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
   
2013
 
   
(in millions of Ch$)
 
Net cash from operating activities
    107,449       14,583       62,717  
Net cash from/(used in) investing activities
    (169,095 )     1,996       (11,141 )
Net cash from/(used in) financing activities
    (35,259 )     (80,580 )     8,888  
 
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 inflow of Ch$96,904 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 increased to Ch$107,449 million for the year ended December 31, 2015 from Ch$(14,583) million for the year ended December 31, 2014. The increase was primarily attributable to improved business performance.
 
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 inflows 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 decrease to outflows 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.

Cash flows for year ended December 31, 2014 compared to year ended December 31, 2013 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$64,001 million for the year ended December 31, 2014 compared to a net cash inflow of Ch$60,465 million for the year ended December 31, 2013.
 
Operating activities. Our net cash flows from operations decreased 77% to Ch$14,583 million for the year ended December 31, 2014 from Ch$62,717 million for the year ended December 31, 2013. The increase was primarily attributable to improved business performance.
 
Investing activities. Our net cash flows from investing activities increased to inflows of Ch$1,996 million for the year ended December 31, 2014 from outlfows of Ch$11,141 million for the year ended December 31, 2013. The decrease was primarily attributable to higher portfolio growth financed by the holding company.
 
Financing activities. Our net cash flows from financing activities increased to outflows of Ch$80,580 million for the year ended December 31, 2014 from outflows of Ch$8,888 million for the year ended December 31, 2013. The decrease was primarily attributable to lower portfolio growth at Banco Paris.
 
Cash flows for year ended December 31, 2013 compared to year ended December 31, 2012 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 inflow of Ch$60,465 million for the year ended December 31, 2013 compared to a net cash inflow of Ch$62,313 million for the year ended December 31, 2012.
 
 
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Operating activities. Our net cash flows from operations increased 24% to Ch$62,717 million for the year ended December 31, 2013 from Ch$50,441 million for the year ended December 31, 2012. The increase was primarily attributable to improved business performance.
 
Investing activities. Our net cash flows from investing activities decreased to outflows of Ch$11,140 million for the year ended December 31, 2013 from inflows of Ch$2,523 million for the year ended December 31, 2012. The decrease was primarily attributable to higher portfolio growth financed by the holding company.
 
Financing activities. Our net cash flows from financing activities increased to inflows of Ch$8,888 million for the year ended December 31, 2013 from outflows of Ch$9,349 million for the year ended December 31, 2012. The decrease was primarily attributable to lower portfolio growth at Banco Paris.
 
Capital expenditures and permanent investments
 
The following table presents our capital expenditures for the periods indicated:
 
   
Years ended December 31,
 
   
2015
   
2014
   
2013
 
   
(in millions of Ch$)
 
Capital expenditures68
    (171,606 )     (227,433 )     (317,710 )
Permanent investments69
                 
Total
    (171,606 )     (227,433 )     (317,710 )
 
                       
 
Our total capital expenditures were approximately Ch$171,606 million, Ch$227,433 million and Ch$317,710 million in 2015, 2014 and 2013, respectively. In each of these years, our capital expenditures were made primarily to develop and expand our stores and shopping centers. In 2015, 2014 and 2013 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 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 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$227,433 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 are estimated to have been at U.S.$75 million in 2014. In our shopping centers division we had investments that added GLA 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.
 
During 2013, our organic expansion included the opening of 46 new stores and the addition of 5 new shopping centers. This represented selling space growth of 788,212 square meters. Our supermarket division saw the opening of 34 new stores with focus on Brazil with the opening of 17 new stores, or 43,982 square meters of selling space, followed by Chile with 10 new stores, a selling space expansion of 21,559 square meters. Our home improvement division opened 7 new stores, with most of our growth coming from Colombia where we opened 5 stores adding 38,665 square meters of selling space. Lastly, as a greenfield project, our department store division opened 6 new stores in Peru to take the division to the Peruvian market, resulting in a selling space of 32,222 square meters. Our shopping center division opened 5 new shopping centers with Chile leading the way with one new neighborhood mall and a new powercenter, adding 2,301 square meters. Peru followed with the opening of a neighborhood mall that added 17,085 square meters of gross leasable area. Finally, Colombia added two new local shopping centers that added 14,514 square meters of gross leasable area. See “—A. Trends and Factors Affecting Our Results of Operations—Impact of Acquisitions” above for additional details regarding our acquisition activities in recent years.
 

68 Purchase of property, plant and equipment.
69 Primarily investments in acquired companies. See “—A. Trends and Factors Affecting Our Results of Operations—Impact of Acquisitions” above for additional details regarding our acquisition activities in recent years.
 
 
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In 2016, we expect to invest U.S.$500 million. The organic growth plan for the next four years (2016-2019) 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 would be eventually generated from the potential spinoff of the Shopping Centers Division or the sale of non-strategic assets).

Distribution by Type of Investment
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 obligations70 and commitments as of December 31, 2015:
 
     
Less than One Year
     
One to Three Years
     
Three to Five Years
     
Thereafter
     
Total
 
     
(in millions of $)
 
Long-term debt obligations
    0       547.116       453.149       3.213.990       4.214.254  
Short-term debt obligations
    352.537       0       0       0       352.537  
Time deposits and other Bank Balances
    94.871       32.611       306       3.115       130.903  
Leases obligations and other financial liabilities
    158.248       561.862       1.333.458       19.851       2.073.419  
Commercial loans
    1.885.722       4.503       0       0       1.890.225  
Tax Liabilities
    0       0       0       0       0  
Other financial liabilities Option
    2.323       0       0       0       2.323  
Total
    2.493.701       1.146.092       1.786.913       3.236.956       8.663.662  
 

70 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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G. SAFE HARBOR
 
See section entitled “Forward-Looking Statements” in this annual report for forward-looking statement safe harbor provisions.
 
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 Cencosud71
 
Horst Paulmann Kemna72
    Chairman of the Board
    81       37  
Heike Paulmann Koepfer
Director
    46       16  
Peter Paulmann Koepfer
Director
    47       19  
Richard Büchi Buc
Director
    63       2  
Cristián Eyzaguirre
Director
    67       11  
David Gallagher
Director
    71       4  
Julio Moura
Director
    63       4  
Roberto Philipps
Director
    69       13  
Erasmo Wong73
Director
    71       6  
 
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.
 

71 Including years in other positions at Cencosud.
72 Horst Paulmann Kemna is the father of Heike Paulmann Koepfer and Peter Paulmann Koepfer.
73 Resigned on August 27, 2015.
 
 
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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.
 
Erasmo Wong. Mr. Wong was a member of our Board of Directors since 2008. Mr. Wong has a civil engineering degree from the National University of Engineering in Peru and post graduate degrees from the High Management Program and the First Program for Presidents, both from the University of Piura. He has been President of GSI Association (Formerly EAN Peru) and is currently Vice-president of the Marketing Association of Peru and the Retail and Department Stores Association. Prior to joining Cencosud, Mr. Wong was the president for Supermercados Wong in Peru until 2008, when it was acquired by Cencosud. Mr. Wong resigned from our Board of Directors, effective August 25, 2015.
 
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 Cencosud74
 
Jaime Soler75
Chief Executive Officer
    44       10  
Carlos Mechetti
General Counsel
    46       21  
Stefan Krause76
Projects Managing Director
    60       31  
Rodrigo Larrain77
Chief Financial Officer
    44       3  
Bronislao Jandzio
Audit Managing Director
    61       17  
Patricio Rivas
Financial Retail Managing Director
    53       13  
Antonio Ureta78
Home Improvement Stores Managing Director
    42       13  
Andrés Artigas
Chief Information Officer
    50       10  
Rodrigo Hetz
Human Resources Managing Director
    41       5  
Renato Fernandez
Corporate Affairs Managing Director
    42       4  
Ricardo Bennett
Department Stores Managing Director
    41       9  
Carlos Madina79
Real Estate Managing Director
    49       24  
 
Jaime Soler. Mr. Soler was named Chief Executive Officer effective as of January 1, 2015. Previously he was appointed as 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.
 
Juan Manuel Parada. Mr. Parada was our Chief Financial Officer since 2012. Between 2008 and 2012, he was General Manager of our supermarkets operations in Peru. Prior to 2008, Mr. Parada worked in various leadership roles in Cencosud. Mr. Parada has also served as Regional Manager for Airports at Lan Airlines and as a senior consultant at Accenture, based in Buenos Aires and London. Mr. Parada has a degree in Business Administration from Universidad Blas Pascal of Cordoba and an MBA from the MIT Sloan School of Management. Mr. Parada tendered his resignation effective as of October 2, 2015.
 
Rodrigo Larrain. Mr. Larrain has been our Real Estate Managing Director since March 2013 and 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.
 

74 Including years in other positions at Cencosud.
75 Mr. Daniel Rodriguez resigned from this position effective December 31, 2014 to pursue other business ventures, and this position was subsequently filled by Mr. Jaime Soler.
76 Resigned in April 30, 2015.
77 Rodrigo Larrain was appointed as CFO in October 2015. Juan Manuel Parada resigned in October 2, 2015.
78 Retired from April 1, 2015.
79 Interim Real Estate Managing Director since October 2, 2015.
 
 
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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.
 
Stefan Krause. Mr. Krause was our Corporate Manager of Works and Projects since July 2013. He holds a degree in Business Engineering from the University of Concepción. He previously served as General Manager of Jumbo (1983-2003) for both Argentina and Chile and Jumbo Retail Argentina (2005 to 2009). Mr. Krause is also a member of the board of several subsidiaries of Cencosud in Argentina, Colombia and Chile. Mr. Krause tendered his resignation effective as of April 30, 2015.
 
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.
 
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.
 
Carlos Wulf. Mr. Wulf was our Home Improvement Stores Managing Director since October 2008. He joined Cencosud in July 2004. He graduated as a Naval Engineer from the Academia Politécnica Naval in 1982. Mr. Wulf tendered his resignation effective as of March 31, 2015 to pursue personal ventures.
 
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.
 
Andres Artigas. Mr. Artigas has been our Chief Information Officer since 2011. Prior to this he was our Information Officer for our operations in Chile and in 2005 for our Department Store business. Prior to joining Cencosud he had worked as IT Manager for Principal Financial Group in Chile, IT and Marketing for British American Tobacco in Chile as well. Mr. Artigas has a degree in industrial engineering with a major in Computer sciences and electronics from Pontificia Universidad Catolica de Chile.
 
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 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.
 
 
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Compensation of Directors and Executive Officers
 
For 2015, the aggregate amount of compensation we paid to executive officers was Ch$6,405 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 2015 period will be determined at the next at the Ordinary Shareholders’ Meeting, which will be held in late April 2016.
 
At the Ordinary Shareholders’ Meeting held on April 24, 2015, the following Director Compensation amounts were set for the 2015 period:
 
 
Fees paid for attending Board meetings: payment of UF330 (equivalents to ThCh$8,127) 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$2,709) for each meeting they attend.
 
The details of the amounts paid to our directors for the years ended December 31, 2015, 2014 and 2013, are as follows:
 
 
 
 
For the year ended December 31,
 
Name
Role
 
2015
   
2014
   
2013
 
 
 
 
ThCh$
   
ThCh$
   
ThCh$
 
Horst Paulmann Kemna
Chairman
    198,458       184,487       147,291  
Heike Paulmann Koepfer
Director
    99,229       92,243       73,646  
Peter Paulmann Koepfer
Director
    99,229       92,243       73,646  
Cristián Eyzaguirre Johnston
Director
    99,229       92,243       79,771  
Roberto Oscar Philipps
Director
    132,305       122,991       98,225  
Sven von Appen Behmann
Director
                18,283  
Erasmo Wong Lu Vega
Director
    65,549       92,243       73,646  
David Gallagher Patrickson
Director
    132,305       122,991       98,225  
Julio Moura
Director
    99,229       92,243       73,646  
Richard Bûchi Buc
Director
    132,305       122,991       73,816  
 
 
                       
Total
 
    1,057,838       1,014,675       810,195  
 
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 fulfulled within the period. The 2014 Plan grants each executive the right to subscribe shares in four installments, with 25% of their total 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.
 
 
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As ratified, the incentive plans include 377 company executives as of December 31, 2015, segregating them according to management level and position within the company, and make available a total of 35.7 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.
 
As of December 31, 2015, no executives had subscribed contracts for the executive stock option plan.
 
The following table sets forth, as of December 31, 2015, 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
    35,169,234    
Ch$  1,000
 
September 28, 2015
 
October 31, 2017
2015 Plan
    258,750    
Ch$  1,646
 
September 26, 2014
 
February 28, 2018
Additional 2015 Plan
    3,750    
Ch$  1,646
 
September 26, 2014
 
February 28, 2018
2014 Plan
    167,500    
Ch$  2,600
 
March 22, 2013
 
October 31, 2017
2014 Additional Plan
    77,750    
Ch$  2,600
 
April 26, 2013
 
October 31, 2016
Total
    35,676,984              
 
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 5 directors to our Board of Directors. However, in 2013, in an effort to bolster corporate governance, Mr. Horst Paulmann chose to only nominate four directors at our shareholders’ meeting, essentially giving the right to nominate one additional director to our remaining shareholders.
 
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: David Gallagher (President), Roberto Philipps (Secretary) and Richard Büchi. 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;
 
 
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.
 
 
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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 periodically reporting to the Board of Directors on its activity and the adequacy of the Company’s systems of internal controls over financial reporting;
 
 
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.
 
 
General
 
At December 31, 2015, we had a total of 140,474 employees, of which approximately 39.7% were in Chile, 18.2% in Argentina, 10.5 % in Peru, 21.6 % in Brazil and 9.9 % in Colombia. Approximately 40.0 % of our store employees were represented by unions under several collective bargaining agreements. We do not employ a significant number of temporary employees.
 
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.
 
Chile
 
At December 31, 2015, we had a total of 55.807 employees in Chile. Of these employees, 50,562 were employed in our stores, 2,823 were employed in the distribution facilities (our distribution center, warehouses and transportation), and 2,424 were employed in our headquarters.
 
At December 31, 2015, approximately 66.7% of our Chile employees were represented by 110 independent unions. In addition, some of these independent unions have collective contracts with non-unionized employees of the company which generally have a term of two to four years.
 
Our Chile employees receive benefits established by the collective bargaining agreements and salaries in accordance with our own policies, benefits provided for by Chilean law (including disability insurance) and certain additional benefits provided by us. Among these benefits, we provide educational training for our employees and opportunities for their families (including educational scholarships for children of employees).
 
Argentina
 
At December 31, 2015, we had a total of 25,590 employees in Argentina represented by 97 independent unions. Of these employees, 22,316 were employed in our stores, 1,209 were employed in the distribution facilities (the distribution center, warehouses and transportation), and 2,065 were employed in the headquarters.
 
At December 31, 2015, approximately 43.9 % of our Argentina employees were affiliated with these trade unions, one of these is the Sindicato de Comercio (“Commerce Union”), the only one collective bargaining agreement (mandatory by law) for all the non-management employees which has been in effect since 1975. We have experienced two strikes at our Jumbo stores, each lasting less than one day. However, none of these strikes have materially affected our overall operations.
 
Our Argentina employees receive benefits established by this collective bargaining agreement and 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.
 
 
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Brazil
 
At December 31, 2015, we had a total of 30,315 employees in Brazil represented by 73 independent unions. Of these employees 26,219 were employed in our stores, 1,717 were employed in the distribution facilities (the distribution center, warehouses and transportation), and 2,379 were employed in the headquarters.
 
Our employees in Brazil are represented by 73 different trade unions. Although less than 4.1% of our employees are affiliated with these trade unions, all employees are entitled to the benefits set forth in our collective labor agreements, as determined by applicable labor legislation. We believe that all 10 of the largest supermarket chains in Brazil are bound by the same collective labor agreements entered into with their respective trade unions. 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.
 
Peru
 
At December 31, 2015, we had a total of 14,796 employees in Peru represented by one independent union. Of these employees, 124,055 were employed in our stores, 7,393 were employed in the distribution facilities (the distribution center, warehouses and transportation), and 9,026 were employed in the headquarters.
 
At December 31, 2015, approximately 1.2% of our Peruvian employees were unionized or were party to collective bargaining agreements. We have not had any strikes that have materially affected our operations in Peru.
 
Our Peru 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.
 
Colombia
 
At December 31, 2015, we had a total of 13,966 employees in Colombia represented by two independent unions. Of these employees, 12,649 were employed in our stores, 1,111 were employed in the headquarters and 206 in distribution facilities.
 
As of December 31, 2015 approximately a 44.8 % of our employees in Colombia were unionized or were party to collective bargaining agreements. We have not had any strikes that have materially affected our operations in the country.
 
Our Colombia 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.
 
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.
 
Shareholder
 
Number of Shares
of Common Stock
   
Percentage Beneficial
Ownership
 
Principal Shareholders80
 
 
   
 
 
Inversiones Quinchamali Limitada81
    573,754,802       20.3 %
Inversiones Latadia Limitada82
    550,823,211       19.5 %
 

80 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.
81 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.
 
 
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Inversiones Tano Limitada83
    457,879,800       16.2 %
Directors and Executive Officers
               
Horst Paulmann Kemna84
    1,652,794,386       58.5 %
Peter Paulmann Koepfer85
    *       *  
Heike Paulmann Koepfer86
    *       *  
David Gallagher
           
Roberto Philipps
           
Cristián Eyzaguirre
           
Richard Büchi Buc
    *       *  
Julio Moura
           
Rodrigo Hetz
    *       *  
Carlos Mechetti
    *       *  
Andrés Artigas
    *       *  
Bronislao Jandzio
    *       *  
Antonio Urete
    *       *  
Jaime Soler
    *       *  
Patricio Rivas
    *       *  
Renato Fernandez
           
Ricardo Bennett
    *       *  
Rodrigo Larrain
    *       *  
Total shares of common stock issued and outstanding
    2,828,723,963       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 60.032% of our shares. See “—Major Shareholders” above.
 

82 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.
83 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.
84 Horst Paulmann Kemna owns 2.49% 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.”
85 Peter Paulmann Koepfer owns 0.5% of our shares of common stock.
86 Heike Paulmann Koepfer owns 0.5% of our shares of common stock.
 
 
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By virtue of this position as our controlling shareholder, Mr. Horst Paulmann has the power to nominate 5 directors to our Board of Directors. However, in 2013, in an effort to bolster corporate governance, Mr. Horst Paulmann chose to only nominate four directors at our shareholders’ meeting, essentially giving the right to nominate one additional director to our remaining shareholders.
 
Securities Held in Host Country
 
As of March 23, 2016, the most recent practicable date, 7,582,681 ADSs (equivalent to 22,748,043 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, 2015, 2014 and 2013. For a full disclosure of our related parties transations, see Note 9 to our consolidated financial statements.
 
Purchase and sale agreements
 
During 2015, 2014 and 2013, we purchased general merchandise in the amount of Ch$3,224 million, Ch$1,916 million and Ch$ 2,506 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 2015, 2014 and 2013, we also sold general merchandise in the amount of Ch$505 million, Ch$64 million and Ch$3 million, respectively, to Wenco.
 
 
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Cencosud also purchased merchandise from Industria Productos Alimenticios S.A., on whose board Mr. Cristián Eyzaguirre also serves, in the amount of Ch$1,143 million, Ch$ 1,062 million and Ch$1,245 million during 2015, 2014 and 2013, respectively. We also sold merchandise to Agencias Universales SA in the amount of Ch$14 million, Ch$18 million and Ch$22 million in 2015, 2014 and 2013, respectively, on whose board Mr. Cristián Eyzaguirre also serves. The same company provided services to Cencosud S.A. in the amount of Ch$93 million, Ch$ 598 million and Ch$616 million during 2015, 2014 and 2013, respectively.
 
Cencosud S.A. also sold merchandise in the amount of Ch$828 thousand and Ch$139 thousand during 2013 and 2012, respectively, to Maxi Kioskos Chile S.A., a Chilean convenience store operator owned by and on whose board of directors sits Mr. Manfred Paulmann Koepfer, the son of Mr. Horst Paulmann Kemna (our controlling shareholder).
 
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$725 million, Ch$538 million and Ch$386 million for the years 2015, 2014 and 2013, respectively. During 2015 and 2014, Cencosud SA also sold goods to Importadora y Comercial Regen Ltda. in de amount of Ch$29 million and Ch$19 million, respectively.
 
During 2015, 2014 and 2013, Teleductos SA, on whose board Mr. Cristián Eyzaguirre also serves, provided services to Cencosud in the amount of Ch$709 million, Ch$704 million and Ch$939 million, respectively.
 
During 2015, 2014 and 2013, Manquehue Net SA, on whose board Mr. Cristián Eyzaguirre also serves, provided services to Cencosud in the amount of Ch$24 million, Ch$7 million and Ch$8 million, respectively.
 
During 2015, 2014 and 2013, 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$3 million, Ch$1 million and Ch$6 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 2015, 2014 and 2013, Besalco S.A. on whose board Mr. Cristian Eyzaguirre also serves, provided services to Cencosud SA in the amount of Ch$1 million, Ch$1 million and Ch$0.3 million, respectively.
 
During 2015, 2014 and 2013, Empresa Nacional de Telecomunicaciones S.A. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$1,527 million, Ch$1,013 million and Ch$738 million, respectively.
 
During 2015, 2014 and 2013, Empresa El Mercurio S.A.P. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$3,256 million, Ch$2,820 million and Ch$2,064 million, while goods were sold to Empresa El Mercurio S.A.P. in the amount of Ch$25 million and Ch$5 million in 2014 and 2013, respectively.
 
During 2015, 2014 and 2013, Entel Telefonia Local S.A. on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$19 million, Ch$49 million and Ch$18 million, respectively.
 
During 2015, 2014 and 2013, Entel PCS Telecomunicaciones S.A on whose board Mr. Richard Büchi Buc also serves, provided services to Cencosud in the amount of Ch$7,472 million, Ch$8,180 million and Ch$12,887 million, respectively.
 
During 2015, 2014 and 2013, Asset-Chile S.A. on whose board Mr. David Gallagher also serves, purchased merchandise from Cencosud SA in the amount of Ch$7 million, Ch$5 million and Ch$0.9 million, respectively.
 
During 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 and Ch$15 million, respectively.
 
During 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$676 million and Ch$1,306 million, respectively.
 
From May 1, 2015, Cencosud Administradora de Tarjetas S.A. (CAT), an associate company, provided credit card service to Cencosud Consummers in the amount of Ch$519,182 million.
 
 
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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 2015, 2014 and 2013 amounted to Ch$232 million, Ch$403 million and Ch$478 million, respectively.
 
In addition, we lease space in several of our shopping centers in Chile to Importadora y Comercial Regen Ltda. Lease payments during 2015, 2014 and 2013 amounted to Ch$218 million, Ch$188 million and Ch$231 million, respectively.
 
We lease space in several of our shopping centers in Chile to Empresa el Mercurio S.A.P. Lease payments during 2015 and  2014 amounted to 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.
 
Item 8. Financial Information
 
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.
 
Financial Statements
 
See “Item 18. Financial Statements” and pages F-1 through F-170 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.
 
 
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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)87
 
   
Trading volume
   
High
   
Low
 
Year
 
 
         
 
 
2012 (since June 22, 2012)
    16,315,454       20.99       15.10  
2013
    17,843,014       17.01       10.33  
2014
    19,283,969       10.71       6.94  
2015
                       
Quarter
                       
First Quarter 2014
    5,989,568       10.66       8.05  
Second Quarter, 2014
    3,770,570       10.71       9.26  
Third Quarter, 2014
    4,611,953       10.16       8.70  
Fourth Quarter, 2014
    4,911,878       9.50       6.94  
First Quarter 2015
    5,596,774       7.90       6.25  
Second Quarter, 2015
    5,678,048       8.20       6.99  
Third Quarter, 2015
    4,030,918       7.19       5.20  
Fourth Quarter, 2015
    5,633,585       7.08       5.71  
Month
                       
October 2015
    2,037,063       6.64       5.74  
November 2015
    2,126,762       7.08       6.24  
December 2015
    1,469,760       6.43       5.71  
January 2016
    915,699       6.30       5.30  
February 2016
    1,067,745       6.76       5.75  
March 2016 (through March 11, 2016)
                       
 
Source: New York Stock Exchange.
 
B. PLAN OF DISTRIBUTION
 
Not applicable.
 
 
Our common stock is currently traded on the Santiago Stock Exchange and the Chile Electronic Stock Exchange under the symbol “CENCOSUD.” The Santiago Stock Exchange accounted for approximately 89.3% of the trading volume of our common stock in Chile in 2015. On March 31, 2016, the last reported sale price of the shares on the Santiago Stock Exchange and the Bolsa Electronica de Chile was Ch$1,697.70 and Ch$1,695.0 per share, respectively.
 
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)88
 
   
Trading volume
   
High
   
Low
 
Year
 
 
   
 
   
 
 
2011
    577,949,277       3,745       2,450  
2012
    690,328,658       3,256       2,490  
2013
    632,394,407       3,064       1,824  
2014
    508,711,690       1,980       1,410  
2015
                       
Quarter
                       
First Quarter, 2014
    192,170,246       1,924       1,442  
Second Quarter, 2014
    116,061,456       1,980       1,689  
 

87 Except trading volume.
88 Except trading volume.
 
 
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Third Quarter, 2014
    83,617,139       1,865       1,715  
Fourth Quarter, 2014
    116,862,849       1,770       1,410  
First Quarter, 2015
    242,882,182       1,629       1,306  
Second Quarter, 2015
    127,091,092       1,658       1,467  
Third Quarter, 2015
    114,249,276       1,529       1,258  
Fourth Quarter, 2015
    226,635,387       1,640       1,355  
Month
                       
October 2015
    37,665,821       1,518       1,373  
November 2015
    47,330,895       1,640       1,498  
December 2015
    24,641,388       1,470       1,408  
January 2016
    36,122,257       1,456       1,321  
February 2016
    42,298,325       1,526       1,411  
March 2016 (through March 20, 2016)
    31,520,537       1,636       1,488  
 
Source: Santiago Stock Exchange.
 
The table below sets forth the high and low closing sales prices for our common shares on the Bolsa Electronica de Chile for the periods indicated.
 
   
Chile electronic stock exchange
(in Ch$ per common share)89
 
   
Trading volume
   
High
   
Low
 
Year
 
 
   
 
   
 
 
2011
    63,461,270       3,740       2,530  
2012
    80,841,749       5,569       1,365  
2013
    24,770,549       3,080       1,820  
2014
    41,869,662       1,980       1,417  
2015
                       
Quarter
                       
First Quarter, 2014
    18,324,003       1,931       1,471  
Second Quarter, 2014
    10,260,879       1,980       1,694  
Third Quarter, 2014
    5,994,191       1,886       1,721  
Fourth Quarter, 2014
    7,290,589       1,767       1,417  
First Quarter, 2015
    5,119,772       1,628       1,310  
Second Quarter, 2015
    8,449,572       1,654       1,486  
Third Quarter, 2015
    7,947,704       1,515       1,257  
Fourth Quarter, 2015
    5,705,389       1,651       1,340  
Month
                       
October 2015
    1,757,738       1,510       1,340  
November 2015
    2,212,323       1,651       1,476  
December 2015
    1,735,328       1,570       1,410  
January 2016
    1.318.319       1,427       1,330  
February 2016
    1.521.321       1,526       1,405  
March 2016 (through March 10, 2016)
    811,658       1,627       1,488  
 
Source: Bolsa Electronica de Chile.
 
D. SELLING SHAREHOLDERS
 
Not applicable.
 
 
Not applicable.
 
F. EXPENSES OF THE ISSUE
 
Not applicable.
 

89 Except trading volume.
 
 
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Item 10. Additional Information
 
A. SHARE CAPITAL
 
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 2,828,723,963 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
 
 
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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 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.
 
 
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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:
 
 
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.
 
 
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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.
 
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,
 
 
138

 
 
 
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.
 
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;
 
 
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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.”
 
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.
 
 
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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
 
Prior to December 1989, the Argentine foreign exchange market was subject to exchange controls. From December 1989 until April 1991, Argentina had a freely floating exchange rate for all foreign currency transactions, and the transfer of dividend payments in foreign currency abroad and the repatriation of capital were permitted without prior approval of the Central Bank of Argentina. From April 1, 1991, when the Convertibility Law became effective, until December 21, 2001, when the Central Bank of Argentina decided to close the foreign exchange market, the Argentine currency was freely convertible into U.S. dollars.
 
On December 3, 2001, the Argentine government imposed a number of monetary and currency exchange control measures through Decree 1570/01, which included restrictions on the free disposition of funds deposited with banks and tight restrictions on transferring funds abroad without the Central Bank of Argentina’s prior authorization subject to specific exceptions for transfers related to foreign trade. Beginning in January 2003, the Central Bank of Argentina has gradually eased these restrictions and expanded the list of transfers of funds abroad that do not require its prior authorization. However, in June 2003 the Argentine government instituted restrictions on capital flows into Argentina, which mainly consisted of a prohibition against the transfer abroad of any funds until 180 days after their entry into the country.
 
In June 2005, the Argentine government issued Decree 616/05, which established additional restrictions over all capital flows that could result in the decreased availability of international credit. Pursuant to the decree, all private sector indebtedness of physical persons or corporations in Argentina are required to be agreed upon and repaid not prior to 365 days from the date of entry of the funds into Argentina, regardless of the form of repayment. The decree outlines several types of transactions that are exempt from its requirements, including foreign trade financings, foreign trade balances of those entities authorized to carry out foreign exchange, and primary offerings of debt securities issued pursuant to a public offering and listed on a self-regulated market.
 
In addition, the decree, as supplemented by subsequent regulations, stipulates that all capital inflows of residents exceeding U.S.$2 million per month, as well as all capital inflows of non-residents settled in the local exchange market destined for local money holdings, acquisition of active or passive private sector financings and investments in securities issued by the public sector that are acquired in secondary markets (excluding foreign direct investment, which includes capital contributions to local companies of direct investments (namely, a company in which the foreign direct investor holds at least 10% of ordinary shares or voting rights, or its equivalent), and primary offerings of debt securities issued pursuant to a public offering and listed on a self-regulated market), must meet certain requirements, including those outlined below:
 
 
such funds may be transferred only outside the local exchange market after a 365-day period from the date of entry of the funds into Argentina;
 
 
any Argentine Pesos resulting from the exchange of such funds are to be credited to an account within the Argentine banking system; and
 
 
except for certain type of capital inflows, a non-transferable, non-interest-bearing U.S. Dollar-denominated mandatory deposit must be maintained for a term of 365 calendar days, in an amount equal to 30% of any such inflow of funds to the local foreign exchange market (which mandatory deposit may not be used as collateral or guaranty for any transaction).
 
 
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In addition, on November 16, 2005, the Ministry of Economy and Production issued Resolution 637/05, pursuant to which Decree 616/05 was regulated, providing that any inflow of funds to the local exchange market in connection with an initial public offering of securities, bonds or certificates issued by a trustee under a trust, whether or not such trust is publicly offered and listed in a self-regulated market, shall comply with all requirements provided for Section 4 of Decree 616/05 whenever such requirements are applicable to the inflow of funds to the local exchange market in connection with the acquisition of any of the assets under the trust.
 
The transfer abroad of dividend payments is currently authorized by applicable regulations to the extent such dividend payments are made in connection with audited financial statements approved by a shareholders’ meeting. Any breach of the provisions of Decree No. 616/05 or any other foreign exchange regulation is subject to criminal penalties of the laws governing the Argentine exchange market.
 
In addition, pursuant to Resolutions AFIP N° 3210/2011 and N° 3212/2011 and Communication “A” 5245, enacted in late 2011, prior to authorizing the sale of foreign currency to make portfolio investments abroad or similar investments, the local bank must obtain prior clearance from an online database run by the federal tax authority (AFIP). This database must confirm whether an individual or entity has sufficient declared assets or funds to make the purchase of foreign currency. In the event that declared assets or funds are not sufficient, the bank may not sell foreign currency to such individual or entity. However, the regulations fail to explain how this calculation is carried out. This clearance requirement may affect the ability of our Argentine subsidiaries to make or manage its foreign currency investments or to transfer funds abroad.
 
Repatriation of investments by non-Argentine residents
 
Repatriation of funds by non-Argentine residents is subject to the prior approval of the Central Bank; however, various exceptions exist to this general principle, including, among others:
 
 
Repatriation of direct investments resulting from the sale of investments, the process of wind-up or liquidation of a company, capital reduction or the repayment of capital contributions. In these instances, the foreign investor must demonstrate that it has held the Argentine investment for at least 365 days. In addition, investments made after October 28, 2011 (capital contributions or acquisition of interests in Argentine companies) may be repatriated only if it can be demonstrated that the funds invested in the Argentine company were brought into Argentina at least 365 days prior to repatriation; a certificate from a financial institution or foreign exchange firm must be provided that states the amount of the funds and the date on which such funds were transferred into Argentina for the purpose of making the investment. However, in the event that the investor is organized or domiciled in a country which, pursuant to Argentine law, is considered to be of low or no taxation, repatriation must be approved by the Central Bank.
 
 
Repatriation of portfolio investments (and the related income), provided that the aggregate amount of such repatriation does not exceed U.S.$500,000 per month. Repatriation in this instance is permitted provided the investor can demonstrate that the funds used to make such investment were brought into Argentina at least 365 days prior to repatriation; a certificate from a financial institution or foreign exchange firm must be provided that states the amount of the funds and the date on which such funds were transferred into Argentina for the purpose of making the investment. However, in the event that the investor is organized or domiciled in a country which, pursuant to Argentine law, is considered to be of low or no taxation, repatriation must be approved by the Central Bank.
 
These repatriation exceptions are available provided the financial institution through which a funds transfer is made is capable of determining (among other things) that “from the date of collection of the funds (…) to the date of the foreign exchange transaction, the funds received were not allocated to other investments in Argentina.
 
Any transactions not covered by the preceding paragraphs (or any other exception) are subject to prior Central Bank approval.
 
Foreign investments by Argentine residents
 
As a general matter, individuals and legal entities (excluding private trusts and non-registered civil and commercial companies, associations and foundations) are authorized to buy or transfer foreign currency in an amount of up to U.S.$2 million per month (provided they do not have due and unpaid debts of any nature owing to foreign creditors). However, in practice, certain regulations have restricted the ability to purchase or transfer foreign currency for general savings or investment purposes (such practice is referred to as “accumulation” or “atesoramiento”):
 
(a)
Pursuant to Communication “A” 5236 (as amended) of the Central Bank, in the event that the aggregate amount of foreign currency purchases (including transfers) during a calendar year exceeds U.S.$250,000:
 
 
(i)
in the case of individuals, the total amount of foreign currency purchases may not exceed the sum of: (i) the investments in Argentine financial assets and the amount of Argentine currency declared in the individual’s most recent personal tax return filed with Argentine tax authorities, (ii) the funds resulting from the sale in Argentina of recordable assets and foreign currency declared in the individual’s most recent personal tax return filed with Argentine tax authorities, (iii) the individual’s earnings for the current year which are subject to income tax withholding, (iv) other sources of income collected by the individual during the year that are not subject to income tax and (v) amounts received by the individual through an inheritance; and
 
 
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(ii)
in the case of legal entities, the total amount of foreign currency purchases may not exceed: (i) the entity’s net worth (per the financial statements corresponding to the immediately preceding fiscal year), plus (ii) the entity’s earnings generated after the end of the immediately preceding fiscal year, plus (iii) the entity’s proceeds from the sale of foreign currency in the foreign exchange market, minus (iv) the entity’s investments in external assets (including foreign currency) as of the date of purchase, minus (v) deposits in Argentina of foreign currency, minus (vi) investments in Argentine companies, minus (vii) distributions by the entity of dividends approved after the end of the immediately preceding fiscal year.
 
(b)
Pursuant to Resolutions AFIP No. 3210/2011 and No. 3212/2011 and Communication “A” 5245, prior to authorizing the sale of foreign currency to a given client, the bank handling such sale must consult an online database maintained by the Argentine federal tax authority to confirm whether the client desiring to make such purchase has met the requirements outlined above. In the event that the requirements are not met by the client, the bank may not carry out the sale of foreign currency. However, the regulations fail to provide detail as to how the required calculations are to be made.
 
In addition, purchases of foreign currency for purposes of accumulation are subject to the following conditions:
 
(a)
The Argentine resident must not have due and unpaid debts owing to foreign creditors (whether financial or commercial in nature). This requirement will not apply if the purchase of foreign currency does not exceed U.S.$10,000 per calendar month.
 
(b)
If the purpose of the purchase and transfer of funds is to purchase Argentine securities, including ADRs, the purchase of such securities may only be carried out 20 business days following the transfer of funds.
 
(c)
In the case of foreign portfolio investments, the funds must be transferred from an Argentine bank account of the Argentine resident to a different bank account opened with:
 
 
(i)
a foreign bank established in any country member of the OECD whose foreign indebtedness has an international rating of at least “BBB” or that consolidates its financial statements in Argentina with an Argentine bank; or
 
 
(ii)
foreign banks of the country of permanent residence of individuals authorized to remain in Argentina as “temporary residents” under the provisions of section 23 of Argentine Immigration Law No. 25,871; or
 
 
(iii)
a financial entity regularly engaged in investment banking activities, established in any country member of the OECD whose foreign indebtedness has an international rating of at least “BBB”.
 
Repatriation of funds by Argentine residents
 
Repatriation of funds by Argentine residents up to U.S.$2 million per month is exempt from the deposit (encaje) requirement. If the funds repatriated by an Argentine resident exceed this monthly cap, the deposit requirement will apply in an amount equal to 30% of the excess funds.
 
Criminal foreign exchange regime
 
Pursuant to the provisions of Central Bank Communication “A” 3471, 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” 3471 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.
 
 
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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 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 an 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.
 
 
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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.
 
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, Banco de la Republica 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.
 
 
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.
 
 
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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 Based on the steps that have already been fulfilled in both countries, such treaty could be ratified within 2014. 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.
 
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. Under Chilean income tax law, for purposes of determining the level of the first category tax that has been paid by us, dividends generally are assumed to have been paid out of our oldest retained taxable profits. From the year 2004 and until 2010, the first category tax rate was 17.0%., resulting in an effective dividend withholding tax rate of approximately 21.69%. From year 2011, As a way to obtain additional funds for the country’s reconstruction plan after the earthquake in February 2010, the first category tax rate was increased to 20.0%, for fiscal year 2011 and for fiscal year 18.5% during 2012, returning fiscal year 2013 to the permanent first category tax rate of 17.0% (Circular Letter No. 95, of 2001 and 63, of 2010). However, on September 24, 2012 Congress passed Law Nº 20,630, which increased the first category tax rate to 20% as from fiscal year 2013 in order to collect funds for financing the Educational Reform. The new Government has announced a tax reform which would likely result in a first category tax rate increase (although the bill has not been filed yet, a 25% rate proposal is expected). 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.
 
 
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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) if (1) the foreign holder has held such shares of common stock for less than one year since exchanging ADSs for the shares of common stock, (2) the foreign holder acquired and disposed of the shares of common stock in the ordinary course of its business or as a regular trader of stock or (3) the sale is made to a company in which the foreign holder holds an interest as partner or shareholder (in the case of open stock corporations such interest must be 10.0% or more of the shares). A 15% withholding will be made on account of the seller’s final taxes. In all other cases, gain on the disposition of shares of common stock will be subject only to the first category tax levied as a sole tax. However, in these latter cases, if it is impossible to determine the taxable capital gain, a 5.0% withholding will be imposed on the total amount to be remitted abroad without any deductions as a provisional payment of the total tax due.
 
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 106 of the Chilean income tax law
 
According to Article 106 of the Chilean Income Tax law, the sale and disposition of shares of Chilean public corporations which are significantly traded on a Chilean stock exchange by foreign institutional investors, such as mutual funds, pension funds and others, is exempted of any Chilean tax on capital gains if the sale or disposition was made through a Chilean stock exchange or a tender offer.
 
A foreign institutional investor is an entity that is either:
 
 
a fund that makes public offers of its shares in a country in which public debt has been rated investment grade by an international risk classification agency qualified by the local exchange regulator (“SVS”);
 
 
a fund that is registered with a regulatory entity of a country in which public debt has been rated investment grade by an international risk classification agency qualified by the SVS, provided that the investments in Chile, including securities issued abroad that represent Chilean securities, held by the fund represent less than 30% of its share value;
 
 
a fund whose investments in Chile, including securities issued abroad representing Chilean securities, represent less than 30% of its portfolio, provided that no more than 10% of the equity or right to the profits of the fund is directly or indirectly owned by Chilean residents;
 
 
a pension fund that is exclusively formed by individuals that receive their pension on account of capital accumulated in the fund or its main purpose is to finance the funds of individuals and it is regulated and supervised by the competent foreign authority;
 
 
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a fund regulated by Chilean Law Nº 18,657 (referred to as Foreign Capital Investment Funds Law), in which case all holders of its shares must reside abroad or be qualified as local institutional investors; or
 
 
another kind of institutional foreign investor that complies with the characteristics defined by a regulation with the prior report of the SVS and the Chilean Internal Revenue Service.
 
In order to be entitled to the exemption, foreign institutional investors, during the time in which they operate in Chile must:
 
 
be organized abroad and not be domiciled in Chile;
 
 
prove their qualification as foreign institutional investors as mentioned above;
 
 
not participate, directly or indirectly, in the control of the issuers of the securities in which it invests and not hold, directly or indirectly, 10% or more of such companies’ capital or profits;
 
 
execute an agreement in writing with a Chilean bank or securities broker in which the intermediary is responsible for the execution of purchase and sale orders and for the verification, at the time of the respective remittance, that such remittances relate to capital gains that are exempt from income tax in Chile or, if they are subject to income tax, that the applicable withholdings have been made; and
 
 
register in a special registry with the Chilean Internal Revenue Service.
 
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:
 
 
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.
 
 
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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 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.
 
 
149

 
 
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. 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 any Chilean withholding taxes imposed on dividends received on our ADSs. 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 rate of 20% if the dividends represent “qualified dividend income.” Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs 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.
 
 
150

 
 
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 2014 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 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.
 
 
151

 
 
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 or W-8ECI, 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.
 
 
152

 
 
Interest rate risk.
 
As of December 31, 2015, approximately 73% of the Company’s financial debt, primarily its short-term debt and bonds, was at fixed interest rates. The remaining 27% was at variable interest rates including derivates. Of the variable rate debt, approximately 98.1% 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, 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 )     179,417,390  
                  40.91       182,145,829  
Net liability
Ch$
    34,819,697,369  
TAB NOM 180
    (34.94 )     119,834,296  
                  38.20       131,021,277  
Net liability
Ch$
    406,469,230,000  
CAM
    (41.77 )     1,332,677,292  
                  39.79       1,269,363,385  
Net liability
BR$
    305,956,978  
CDI
    (14.52 )     256,585,993  
                  12.90       227,944,338  
 
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 )
 
As of and for December 31, 2013
Classification
Currency
 
Exposure
 
Market variable
 
Change in
risk factor
   
Effect on income
 
 
 
 
 
 
 
 
%
   
(ThCh$)
 
Net liability
BR$
    408,216,971  
CDI
    (17.55 )     355,709  
 
 
       
 
    16.69       (338,364 )
Net liability
Ch$
    79,508,100,000  
TAB NOM 90
    (41.98 )     429,687  
 
 
       
 
    42.11       (431,018 )
Net liability
Ch$
    247.319.697.369  
TAB NOM 180
    (35.80 )     1,241,252  
 
 
       
 
    40.79       (1,414,333 )
Net liability
Ch$
    608,001,430,000  
CAM
    (51.19 )     2,113,604  
 
 
       
 
    47.06       (3,468,242 )
 
 
153

 
 
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.
 
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 (64%) is denominated in local currency or local currency linked (U.F.). As of December 31, 2015, approximately 32% 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 US 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, 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 )
 
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 )
 
As of and for December 31, 2013
Classification
Currency
 
Exposure
 
Market
variable
 
Closing
value
   
Change in
risk factor
   
Exchange
rate
value
   
Effect on
income
 
 
 
 
 
 
 
 
 
   
%
   
 
   
(ThCh$)
 
Net liability
             USD
    564,405,018  
USD-CLP
    524.61       (9.17 )     476.51       27,150,492  
 
 
       
 
            10.23       578.26       (30,279,096 )
Net liability
             ARS
    580,926,715  
ARS-CLP
    80.59       (13.62 )     69.61       6,377,540  
 
 
       
 
            11.75       90.06       (5,501,147 )
Net liability
             UF
    30,758,874  
CLF-CLP
    23,306.56       (0.50 )     23,190.87       3,558,539  
 
 
       
 
            2.55       23,900.74       (18,276,283 )
Net liability
             COP
    339,991,902,733  
COP-CLP
    0.27       (10.24 )     0.24       9,482,918  
 
 
       
 
            10.23       0.30       (9,472,797 )
Net liability
             PEN
    281,143,707  
PEN-CLP
    187.88       (8.61 )     171.71       4,545,638  
 
 
       
 
            9.83       206.35       (5,191,347 )
Net liability
             BRL
    432,869,191  
BRL-CLP
    222.45       (11.19 )     197.55       10,779,103  
 
 
       
 
            11.74       248.57       (11,304,624 )
 
 
154

 
 
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:
 
 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 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
    46.84       S1       (179,532,627 )     (1.78 )%     (80,066,542 )     (2.02 )%
      60.92       S2       139,976,456       1.38 %     62,425,593       1.57 %
COP PESO
    0.20       S1       (145,138,804 )     (1.44 )%     (108,821,492 )     (2.74 )%
      0.24       S2       174,896,904       1.73 %     131,133,381       3.30 %
PER SOL
    190.46       S1       (109,114,504 )     (1.08 )%     (75,184,204 )     (1.89 )%
      227.36       S2       117,186,438       1.16 %     80,746,087       2.03 %
BRL REAL
    156.99       S1       (139,325,600 )     (1.38 )%     (82,887,125 )     (2.09 )%
      198.83       S2       134,149,590       1.33 %     79,807,827       2.01 %
                                                 
All currencies
 
            S1       (573,111,535 )     (5.67 )%     (346,959,363 )     (8.74 )%
            S2       566,209,388       5.60 %     354,112,888       8.92 %

 
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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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.
 
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.
 
 
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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.
 
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,
 
 
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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
 
 
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
 
 
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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 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.
 
 
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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.”
 
 
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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, 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
 
 
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$.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
     
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.$ 981,841 during 2015 as depositary payments in connection with its American Depositary Shares program.
 
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, 2015, 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, 2015.
 
 
162

 
 
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.
 
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, 2015 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, 2015 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, 2014 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.
 
 
163

 
 
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$
 
   
2015
   
2014
   
2013
 
Audit Fees90
    4,841,673       6,700,051       7,697,867  
Audit- Related Fees91
    9,252       376,910       86,450  
Tax Fees92
    23,555       114,000       312,431  
Total
    4,874,480       7,190,961       8,096,748  
 
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.
 
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, 2015 approximately Ch$ 38,444 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.”
 

90 “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, including the initial public offering.
91 “Audit-related fees” represents aggregate fees billed for professional services rendered by our principal auditors for the assurance and related services.
92 “Tax Fees” in the above table are fees billed for tax compliance and tax consultations in Argentina, Brazil, Chile, Peru and Colombia.
 
 
164

 
 
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.
 
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.
 
 
165

 
 
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.
 
 
166

 
 
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-188 of this annual report.
 
Exhibit No.
   
  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.
   
  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.
 
 
167

 
 
   
  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.
   
  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.
   
  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.
 
 
168

 
 
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.
 
 
Cencosud S.A.
 
       
Date: April 14, 2016
By:
/s/ Jaime Soler  
   
Jaime Soler
 
   
Chief Executive Officer
 
       
 
 
 
168

 
 
 
Index to the financial statements
 
   
Page
 
       
Report of the Independent Registered Public Accounting Firm
    F-2  
         
Consolidated Statements of Financial Position
    F-4  
         
Consolidated Statements of profit and loss and other comprehensive income
    F-6  
         
Consolidated Statements of Changes in Net Equity
    F-8  
         
Consolidated Statements of Cash Flows
    F-11  
         
Notes to the Consolidated Financial Statements
    F-12  
 
 
F-1

 
 
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 income, 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, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 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, 2015, 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

 

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 14, 2016
 
 
F-3

 
 
Cencosud S.A. and subsidiaries Consolidated Statements of Financial Position



                   
         
As of December 31,
 
Assets
 
Note
   
2015
   
2014
 
         
ThCh$
   
ThCh$
 
                   
Current assets
                 
Cash and cash equivalents
    5       268,275,126       218,871,793  
Other financial assets, current
    6       254,850,725       47,778,995  
Other non-financial assets, current
    22       14,442,030       10,646,492  
Trade receivables and other receivables
    8       819,839,383       781,576,754  
Receivables due from related parties, current
    9       14,851,194       1,371,016  
Inventories
    10       1,068,309,333       1,094,609,583  
Current tax assets
    16       61,197,049       54,196,417  
                         
                         
Total current assets other than non-current assets held for sale
            2,501,764,840       2,209,051,050  
                         
Assets held for sale
    34       -       793,416,576  
Total current assets
            2,501,764,840       3,002,467,626  
                         
                         
Non-current assets
                       
Other financial assets, non-current
    6       421,532,586       302,479,598  
Other non-financial assets, non-current
    22       31,907,769       33,873,417  
Trade receivable and other receivables, non-current
    8       30,996,852       34,777,355  
Investments accounted for using the equity method
    11       251,527,505       52,247,914  
Intangible assets other than goodwill
    12       401,749,417       400,542,180  
Goodwill
    13       1,391,692,072       1,682,348,563  
Property, plant and equipment
    14       2,711,490,630       3,009,728,456  
Investment property
    15       1,807,095,204       1,663,592,396  
Non-current tax assets,
    16       8,854,347       43,047,543  
Deferred income tax assets
    16       552,114,088       491,398,181  
                         
                         
Total non-current assets
            7,608,960,470       7,714,035,603  
                         
                         
Total assets
            10,110,725,310       10,716,503,229  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

 
 
Cencosud S.A. and subsidiaries Consolidated Statements of Financial Position
 
         
As of December 31,
 
Net equity and liabilities
 
Note
   
2015
   
2014
 
         
ThCh$
   
ThCh$
 
                   
Current liabilities
                 
Other financial liabilities, current
    17       356,173,111       739,507,129  
Trade payables and other payables
    18       1,856,524,795       1,957,738,268  
Payables to related parties, current
    9       29,196,949       3,302,006  
Provisions and other liabilities
    19       15,641,961       15,197,558  
Current income tax liabilities
    16       49,433,829       60,615,912  
Current provision for employee benefits
    21       97,889,042       102,513,612  
Other non-financial liabilities, current
    20       21,225,549       43,104,370  
                         
                         
Total current liabilities other than non-current assets held for sale
            2,426,085,236       2,921,978,855  
                         
Liabilities held for sale
            -       216,791,432  
                         
Total current liabilities
            2,426,085,236       3,138,770,287  
                         
                         
Non-current liabilities
                       
Other financial liabilities,
    17       2,924,038,308       2,431,032,096  
Trade accounts payables
    18       4,502,991       6,134,069  
Provisions and other liabilities
    19       78,188,586       104,765,779  
Deferred income tax liabilities
    16       649,536,334       674,881,877  
Other non–financial liabilities, non–current
    20       57,562,037       69,433,310  
                         
                         
Total non-current liabilities
            3,713,828,256       3,286,247,131  
                         
                         
Total liabilities
            6,139,913,492       6,425,017,418  
                         
                         
Equity
                       
Paid-in capital
    23       2,321,380,936       2,321,380,936  
Retained earnings
    23       2,329,411,478       2,166,548,572  
Share premium
    23       526,633,344       526,633,344  
Other reserves
    23       (1,205,679,999 )     (722,245,257 )
                         
                         
Equity attributable to controlling shareholders
            3,971,745,759       4,292,317,595  
Non-controlling interest
    23       (933,941 )     (831,784 )
                         
                         
Total equity
            3,970,811,818       4,291,485,811  
                         
                         
Total equity and liabilities
            10,110,725,310       10,716,503,229  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-5

 
 
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    
2015
   
2014
   
2013
 
         
ThCh$
   
ThCh$
   
ThCh$
 
Continuing Operations                        
Revenues from ordinary activities
  24       10,991,337,710       10,711,029,246       10,134,158,210  
Cost of Sales
  25       (7,813,225,785 )     (7,827,431,886 )     (7,324,251,612 )
                               
Gross Profit
          3,178,111,925       2,883,597,360       2,809,906,598  
                               
Other income
  25       210,520,659       114,437,716       108,291,245  
Distribution cost
  25       (27,869,865 )     (26,653,898 )     (23,931,088 )
Administrative expenses
  25       (2,473,335,481 )     (2,274,046,291 )     (2,181,508,368 )
Other expenses
  25       (174,280,483 )     (182,076,769 )     (152,142,053 )
Other (losses) gains, net
  25       (124,454,721 )     (6,514,980 )     (3,165,253 )
                               
Operating profit
          588,692,034       508,743,138       557,451,081  
                               
Finance income
  25       14,938,640       6,709,144       5,999,175  
Finance expenses
  25       (259,038,397 )     (180,257,503 )     (196,591,912 )
Share of  profits of investments accounted for using the equity method
  11       14,067,092       6,208,206       10,289,439  
Exchange differences
  25       (116,742,837 )     (24,410,699 )     (22,786,635 )
Losses from indexation
  25       (22,008,523 )     (39,575,950 )     (18,885,129 )
                               
Profit before income tax
          219,908,009       277,416,336       335,476,019  
                               
Income tax expense
  26       (58,540,083 )     (125,931,659 )     (94,068,463 )
                               
                               
Profit from continuing operations
          161,367,926       151,484,677       241,407,556  
                               
                               
Discontinued Operations Profit from discontinued operations
  34       70,616,993       12,661,641       8,357,240  
                               
Profit (loss) attributable to Controlling shareholders
          231,940,905       164,894,672       249,930,349  
Non–controlling interest
  23.5       44,014       (748,354 )     (165,553 )
                               
                               
Net Profit
          231,984,919       164,146,318       249,764,796  
                               
                               
Earnings per share from continuing and discontinued operations attributable to controlling shareholders
                             
Basic earnings per share from continuing operations
  27       57.0       53.8       87,4  
Basic earnings per share from discontinued operations
          25.0       4.5       3.0  
            82.0       58.3       90.4  
 
Diluted earnings per share from continuing operations
  27       56.3       53.8       86,8  
Diluted earnings per share from discontinued operations
          24.7       4.5       3.0  
            81.0       58.3       89.8  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-6

 
 
Cencosud S.A. and subsidiaries Consolidated Statements of Profit and Loss and Other Comprehensive Profit
 
   
For the year ended December 31,
 
   
2015
   
2014
   
2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
                   
Net Profit
    231,984,919       164,146,318       249,764,796  
                         
Other comprehensive profit                        
Items that will not be reclassified to profit and loss
                       
Re-measurements of employee benefit obligations
    (526,293 )     (431,191 )     1,402,721  
Total OCI that will not be reclassified to profit and loss
    (526,293 )     (431,191 )     1,402,721  
                         
Items that may be reclassified to profit and loss
                       
Foreign currency translation losses
    (490,709,278 )     (81,363,229 )     (153,344,258 )
Cash flow hedge
    4,491,679       (7,791,437 )     (3,486,853 )
Total items that may be reclassified to profit and  loss
    (486,217,599 )     (89,154,666 )     (156,831,111 )
                         
Other comprehensive loss, before taxes.
    (486,743,892 )     (89,585,857 )     (155,428,390 )
                         
Income tax related to re-measurement of employee benefit obligations
    178,940       146,605       (476,925 )
Total income tax that will not be reclassified to profit and loss
    178,940       146,605       (476,925 )
                         
Income tax related to cash flow hedge and foreign currency translation adjustments
    (2,834,315 )     467,671       697,371  
Total income tax that may be reclassified to profit and loss
    (2,834,315 )     467,671       697,371  
                         
Total other comprehensive loss
    (489,399,267 )     (88,971,581 )     (155,207,944 )
                         
Total comprehensive (loss) income
    (257,414,348 )     75,174,737       94,556,852  
                         
Income (loss) attributable to
                       
Controlling shareholders
    (257,312,191 )     76,055,757       94,724,800  
Non-controlling interest
    (102,157 )     (881,020 )     (167,948 )
                         
Total comprehensive profit
    (257,414,348 )     75,174,737       94,556,852  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-7

 
 
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
   
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-8

 
 
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
   
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
    -       -       -       -       -       -       -       -       164,894,672       164,894,672       (748,354 )     164,146,318  
Net profit
    -       -       -       -       -       -       -       -       -       -       -       -  
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 Note 33)
    -       -       -       -       -       2,822,081       -       2,822,081       (26,991,259 )     (24,169,178 )     113,499       (24,055,679 )
Decrease due to changes in ownership interest without a loss of control
    -       -       -       -       -       -       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-9

 
 
Cencosud S.A. and subsidiaries
Consolidated Statement of Changes in Net Equity
For the year ended December 31, 2013
 
Statement of changes in
net equity ThCh$
 
Paid-in
capital
   
Issuance
premiums
   
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, 2013
    1,551,811,762       477,341,095       (461,974,288 )     23,315,468       (523,284 )     6,892,685       (52,074,990 )     (484,364,409 )     1,852,745,697       3,397,534,145       677,599       3,398,211,744  
                                                                                                 
                                                                                                 
Changes in equity
                                                                                               
Comprehensive profit
    -       -       -       -       -       -       -       -       -       -       -       -  
Net profit
    -       -       -       -       -       -       -       -       249,930,349       249,930,349       (165,553 )     249,764,796  
Other comprehensive (loss) profit
    -       -       (153,341,863 )     (2,789,482 )     925,796       -       -       (155,205,549 )     -       (155,205,549 )     (2,395 )     (155,207,944 )
                                                                                                 
Total Comprehensive (loss) profit
    -       -       (153,341,863 )     (2,789,482 )     925,796       -       -       (155,205,549 )     249,930,349       94,724,800       (167,948 )     94,556,852  
                                                                                                 
Share issuance
    769,569,174       49,292,249       -       -       -       -       -       -       -       818,861,423       -       818,861,423  
Dividends
    -       -       -       -       -       -       -       -       (53,192,713 )     (53,192,713 )     -       (53,192,713 )
Stock option
    -       -       -       -       -       3,743,479       -       3,743,479       -       3,743,479       -       3,743,479  
Decrease due to changes in ownership interest without a loss of control
    -       -       -       -       -       -       (404,131 )     (404,131 )     -       (404,131 )     (409,565 )     (813,696 )
                                                                                                 
Total transactions with owners
    769,569,174       49,292,249       -       -       -       3,743,479       (404,131 )     3,339,348       (53,192,713 )     769,008,058       (409,565 )     768,598,493  
                                                                                                 
                                                                                                 
Total Changes in equity
    769,569,174       49,292,249       (153,341,863 )     (2,789,482 )     925,796       3,743,479       (404,131 )     (151,866,201 )     196,737,636       863,732,858       (577,513 )     863,155,345  
                                                                                                 
Ending balance, as of December 31, 2013
    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  

 
F-10

 
Cencosud S.A. and subsidiaries
Consolidated statements of cash flows
 
     
For the years ended December 31,
 
 
Note
 
2015
   
2014
   
2013
 
     
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 (*)
      13,083,522,912       12,510,757,329       11,511,620,835  
Other operating revenues
      7,391,645       12,356,355       9,224,623  
                           
Types of payments
                         
Payments to suppliers for supply of goods & services
      (10,081,992,082 )     (10,210,372,358 )     (9,493,248,169 )
Payments to and on behalf of personnel
      (1,561,123,940 )     (1,367,742,879 )     (1,281,637,416 )
Other operating payments
      (641,499,919 )     (483,963,826 )     (385,954,518 )
Interest paid
      (4,192,782 )     (2,582,002 )     (1,399,519 )
Interest received
      3,160,127       1,678,603       2,255,639  
Taxes paid
      (66,528,483 )     (87,128,966 )     (66,078,734 )
Other cash inflows
      4,862,929       1,897,957       7,282,776  
                           
Cash flows from operating activities (continuing operations)…………………………
      743,600,407       374,900,213       302,065,517  
Cash flows from operating activities (discontinued operations)..……………………..
      (107,449,303 )     14,583,058       62,716,526  
                           
Net cash flow from operating activities
      636,151,104       389,483,271       364,782,043  
                           
                           
Cash flows from (used in) investment activities
                         
Capital contributions to associates (**)
      (30,132,967 )     -       -  
Proceeds from sale of property, plant and equipment
      18,047,004       7,515,592       1,082,763  
Purchases of property, plant and equipment
      (171,605,755 )     (227,422,961 )     (317,709,777 )
Purchases of intangible assets
      (35,442,620 )     (22,594,236 )     (25,053,442 )
Collection from related parties
      290,824,586       -       -  
Dividends received
      2,698,866       6,892,639       2,469,136  
Interest received
      1,777,720       630,971       2,473,841  
Proceeds from  sale of  other financial assets—mutual funds
      5,629,604,005       825,385,250       7,524,532,791  
Purchases of  other financial assets—mutual funds
      (5,843,819,506 )     (825,799,626 )     (7,497,162,191 )
Other cash inflows
      -       -       -  
                           
Cash flows from investment activities (continuing operations)
      (138,048,667 )     (235,392,371 )     (309,366,879 )
Cash flows from investment activities (discontinued operations)
      169,095,101       1,996,104       (11,140,591 )
                           
Net cash flow from (used in) investment activities
      31,046,434       (233,396,267 )     (320,507,470 )
                           
                           
Cash flows from (used in) financing activities
                         
Proceeds from paid in capital
      -       -       818,871,267  
Proceeds from borrowings at long–term
      758,577,959       725,079,729       -  
Proceeds from borrowings at short–term………………………
      3,578,568,363       7,871,210,244       4,641,469,793  
                           
Total loan proceeds from borrowings
      4,337,146,322       8,596,289,973       5,460,341,060  
Repayments of borrowings
      (4,763,327,130 )     (8,383,816,787 )     (5,318,203,095 )
Dividends paid
      (80,898,846 )     (55,893,005 )     (79,736,684 )
Interest paid
      (224,580,118 )     (188,378,177 )     (178,317,891 )
Other cash inflows (outflows) (***)
      57,792,022       -       (898 )
                           
Cash flows from (used in) financing activities (continuing operations)………………
      (673,867,750 )     (31,797,996 )     (115,917,508 )
Cash flows from (used in) financing activities (discontinued operations) ……………
      35,258,696       (80,580,490 )     8,888,132  
                           
Net cash used in financing activities
      (638,609,054 )     (112,378,486 )     (107,029,376 )
                           
Net increase (decrease) in cash and cash equivalents before the effect of variations in the exchange rate on cash and cash equivalents
      28,588,484       43,708,518       (62,754,803 )
Effects of variations in the exchange rate on cash and cash equivalents
      20,814,849       3,451,650       (3,254,377 )
                           
Net increase (decrease) in cash and cash equivalents
      49,403,333       47,160,168       (66,009,180 )
Cash and cash equivalents at the beginning of the year
5
    218,871,793       171,711,625       237,720,805  
                           
Cash and cash equivalents at the end of the year
5
    268,275,126       218,871,793       171,711,625  
                           
Cash and cash equivalents per the statement of financial position
      268,275,126       218,871,793       171,711,625  
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.

(*) Includes Goods and Service, or Value Added Tax
(**) Capital contributions to CAT according to agreement with BNS in equal parts without affecting the owners’ interest
(***) Other cash inflows financial activities during 2015, includes results from the re-couponing of several derivative contracts designated as hedges. (See note 7.3)
 
 
F-11

 
 
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 Stock Brokers-Stock Exchange (Valparaíso), 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$ 10.991.337.710 to December 31, 2015.

During the year ended December 31, 2015, the Company employed an average of 143.813 employees, ending with a total number of 140.474 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 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 equity among 2,828,723,963 shares of a single series whose main shareholders are the following:
 
Major shareholders as of December 31, 2015
 
Shares
   
Interest
 
         
%
 
Inversiones Quinchamali Limitada
    573,754,802       20.283 %
Inversiones Latadia Limitada
    550,823,211       19.473 %
Inversiones Tano Limitada
    457,879,800       16.187 %
Banco de Chile por cuenta de terceros
    174,064,656       6.154 %
Banco Itau por cuenta de inversionistas
    124,584,113       4.404 %
Horst Paulmann Kemna
    70,336,573       2.487 %
Fondo de Pensiones Habitat C
    62,490,180       2.209 %
Fondo de Pensiones Provida C
    56,826,301       2.009 %
Banco Santander - JP Morgan
    50,553,910       1.787 %
Fondo de Pensiones Habitat B
    43,901,860       1.552 %
Fondo de Pensiones Capital C
    37,947,208       1.342 %
Fondo de Pensiones Cuprum C
    36,165,680       1.279 %
Otros accionistas
    589,395,669       20.836 %
                 
                 
Total
    2,828,723,963       100.000 %
 
 
F-12

 
 
The Cencosud group is controlled by the Paulmann family, as detailed below:
 
       
Interest of Paulmann family as of December 31, 2015
 
Interest
 
   
%
 
Inversiones Quinchamalí Limitada
    20.283 %
Inversiones Latadía Limitada
    19.473 %
Inversiones Tano Limitada
    16.187 %
Paulmann Kemna Horst
    2.487 %
Peter Paulmann Koepfer
    0.498 %
Manfred Paulmann Koepfer
    0.492 %
Heike Paulmann Koepfer
    0.492 %
Succession of Doña Helga Koepfer Schoebitz
    0.115 %
Inversiones Alpa Limitada
    0.007 %
         
         
Total
    60.032 %
 
 
F-13

 
 
The consolidated financial statements of Cencosud group corresponding to the year ended December 31, 2015, were approved by the Board of Directors in a session held on March 31, 2015.
 
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.

In order to present comparative information, certain figures presented on the consolidated financial statements of the Group as of December 31, 2014, have been reclassified based on the presentation shown on the consolidated financial statement as of December 31, 2015. These reclassifications do not affect net profit or net equity, and mainly refer to the change in accounting policy related to the allocation in the income statement of the impacts on the measurement of the fair value of financial instruments and related derivative contracts, which together met the criteria for applying hedge accounting. This change originated reclassifications between other gains (losses) and finance expenses or exchange differences, in accordance with the nature of the financial instruments and derivative contracts (see Note 35).

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 to 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, to be presented separately in the statement of comprehensive profit. 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 “re-states” its statement of comprehensive income as if the operation had been discontinued for all prior periods presented.

Note 34 shows required disclosures related to the non-current assets held for sale and discontinued operations connected to the financial retail business as of December 31, 2014, which sale agreement of 51% interest ownership with The Bank of Nova Scotia was completed during 2015.
 
2.2           New and amended standards adopted by the group
 
(a) New standards, amendments and interpretations adopted by the group.
 
 
F-14

 
 
Standard
Description
Application for annual periods beginning on or after:
Amendment to IAS 19 “Employee Benefits”
 
This amendment simplifies the requirements for contributions
from employees or third parties to a defined benefit plan, when those contributions are applied to a simple contributory plan that is linked to service.
01/07/2014
 
IFRS 2 “Shared-based payments”
 
Amends the definitions of 'vesting condition' and 'market condition' and adds definitions for 'performance condition' and 'service condition' (which were previously part of the definition of 'vesting condition'). Prospective application
 
01/07/2014
 
IFRS 3, "Business Combinations"
 
Clarifies the accounting treatment of contingent consideration in a business combination.
 
01/07/2014
 
IFRS 8 “Operating Segments”
 
Amended to require disclosure of the judgements made by management in aggregating operating segments. It was also amended to require a reconciliation of segment asets to the entity`s assets when segment asset are reported.
 
01/07/2014
 
IFRS 13 "Fair Value Measurement”
 
Clarifies that it was not intended to remove the ability to measure short term receivables and payables at carrying value where the effect of discounting is inmaterial.
 
01/07/2014
 
IAS 16, "Property, Plant and Equipment", and IAS 38, "Intangible Assets"
 
Clarifies how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model.
 
01/07/2014
 
IAS 24, "Related Party Disclosures"
 
 
Amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or the (the “management entity”).
 
01/07/2014
 
IFRS 1 “First-time Adoption of International Financial Reporting Standards”
 
Clarifies that where an standard is not mandatory but is available for early adoption a first-time adopter can use either the old or the new version, provided the same standard is applied in all periods presented.
 
01/07/2014
 
IFRS 3 “Business Combinations”
 
Clarifies that IFRS 3 does not apply to the accounting for the creation of any join venture under IFRS 11.
 
01/07/2014
 
IFRS 13 “Fair Value Measurement”
 
This amendment clarifies that the portfolio exeption in IFRS 13 applies to all contracts (including non-financial contracts) with the scope of IAS 39 or IFRS 9.
 
01/07/2014
 
IAS 40 “Investment Property”
 
Amended to clarify that IAS 40 and IFRS 13 are not mutually exclusive in an investment property acquisition.
 
01/07/2014
 
(b) New standards, amendments and interpretations not yet adopted.
 
 
F-15

 
 
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.
 
01-01-2017
 
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
 
Amendment to IFRS 11 “Joint Arrangements”
 
Establishes how to account for the acquisition of an interest in a join venture operation that qualifies as a business.
 
01-01-2016
 
Amendment to IAS 16 "Property, Plant and Equipment", and IAS 38, "Intangible Assets"
 
This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropiate. It also clarifies that revenue is generally presumed to be an inappropiate basis for measuring the consumption of the economic benefits embodied in an intangible asset.
 
01-01-2016
 
Amendment to IAS 16 "Property, Plant and Equipment", and IAS 41 “Agriculture”
 
These amendments change the reporting for bearer plants, which should be accounted for in the same way as property, plant and equipment. The amendments include them in the scope of IAS 16 rather tan IAS 41.
 
01-01-2016
 
Amendment to IAS 27 "Consolidated and Separate Financial Statements",
 
Allows entities to use the equity method to account for investments in subsidiaries, join ventures and associates in their separate financial statements.
 
01-01-2016
 
Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures”
 
These amendmets address an inconsistency between IFRS 10 and IAS 28 regarding the contribution of assets between an investor and its associate or join venture.
 
 
01-01-2016
 
Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures”
 
Amendments address issues that have arisen in the context of applying the consolidation exception for investment entities.
 
01-01-2016
 
Amendment to 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.
 
01-01-2016
 
Amendment to 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.
 
01-01-2016
 
Improvements to 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. Clarifies the applicability of the amendments to IFRS 7 on offsetting disclosures to condensed interim financial statements.
 
01-01-2016
 
Improvements to 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.
 
 
01-01-2016
Improvements to IAS 34, " Interim Financial Reporting"
Clarifies the meaning of 'elsewhere in the interim report' and requires a cross-reference
01-01-2016
 
These standards, amendments and interpretations are not expected to have a material impact on the Group, except for IFRS 15, IFRS 16 and IFRS 9.
 
 
F-16

 
 
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.
 
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 are allocated to the corresponding equity reserves (and are 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.
 
 
F-17

 

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
 
           
12/31/2015
   
12/31/2014
   
12/31/2013
 
 Country  
Tax ID
Number
   
Company name
  Direct     Indirect     Total     Total     Total  
           
%
   
%
   
%
   
%
   
%
 
Chile
    81.201.000-K  
Cencosud Retail S.A.
    99.9605       0.00004       99.9609       99.9609       99.9609  
Chile
    96.671.750-5  
Easy S.A.
    99.5750       0.0000       99.5750       99.5750       99.5750  
Chile
    99.500.840-8  
Cencosud Administradora de Tarjetas S.A. (1)
 
NA
   
NA
   
NA
      100.0000       100.0000  
Chile
    76.568.660-1  
Cencosud Administradora de Procesos S.A.
    99.9928       0.0072       100.0000       100.0000       100.0000  
Chile
    96.978.180-8  
Cencosud Internacional Ltda.
    90.0800       9.9200       100.0000       99.9963       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       100.0000       99.9999       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
    100.0000       0.0000       100.0000       100.0000       100.0000  
Chile
    76.388.146-6  
Operadora de Procesos S.A. (1)
 
NA
   
NA
   
NA
      100.0000       000.0000  
Chile
    76.388.155-5  
Servicios Integrales S.A. (1)
 
NA
   
NA
   
NA
      100.0000       000.0000  
 
(1) As explained in note 34, the transaction for which Scotiabank Chile acquired 51% interest and took control of the division of retail financial services of the Company in Chile was completed on 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 desconsolidated as of that date. (See Note 34 that further explains this transaction and accounting treatment for the investment in these associated entities)

As of December 31, 2014 the Company applied IFRS 5 "Non-current assets classified as held for sale", presenting the operations of the division of retail financial services of Chile separately in the financial statements. (See Note 34)

2.4.2
Indirect consolidation entities
 
 
F-18

 
 
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
  76.365.580-6  
Jumbo Administradora Norte S.A.
Chile
  99.571.870-7  
Jumbo Administradora Temuco S.A.
Chile
  76.062.794-1  
Santa Isabel Administradora S.A.
Chile
  77.779.000-5  
Paris Administradora Ltda.
Chile
  77.301.910-K  
Logística y Distribución Paris Ltda.
Chile
  77.251.760-2  
Jumbo Supermercados Administradora Ltda.
Chile
  77.218.570-7  
CAT Corredores de Seguros y Servicios S.A.
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
  77.566.430-4  
Sociedad Comercializadora de Vestuario FES Ltda.
Chile
  99.512.750-4  
MegaJohnson's Puente Alto S.A.
Chile
  96.953.470-3  
MegaJohnson's  S.A.
Chile
  96.973.670-5  
MegaJohnson's Maipú S.A.
Chile
  96.988.680-4  
MegaJohnson's Puente S.A.
Chile
  96.989.640-0  
MegaJohnson's Viña del Mar S.A.
Chile
  96.988.700-2  
Johnson Administradora Ltda.
Chile
  96.988.690-1  
MegaJohnson's Quilin S.A.
Chile
  76.398.410-9  
American Fashion SPA
Chile
  76.190.379-9  
Cencosud Retail Administradora Ltda.
Chile
  96.671.750-5  
Easy 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
  76.099.893-1  
Banparis Corredores de Seguros Ltda.
Chile
  96.978.180-8  
Cencosud Internacional Ltda.
Chile
  76.258.307-0  
Jumbo Argentina S.P.A.
Chile
  76.258.309-7  
Cencosud Internacional Argentina S.P.A.
         
 
 
F-19

 
 
Country
 
Tax ID number
 
Company name
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 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
 
Teledistribución S.A.
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.
 
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. The consolidated financial statements are presented in Chilean pesos.

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.
 
 
F-20

 
 
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
 
12-31-2015       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  
12-31-2013       524.61       23,309.56       80.49       0.27       187.49       222.71       86.49  

Group entities

The results and financial position of all the entities of Cencosud Group (none is in a hyperinflationary economy), that have a functional currency different than the presentation currency, are translated to the presentation currency as 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.
 
 
F-21

 
 
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 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 the own stores as property, plant and equipment in the financial statements.

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.
 
 
F-22

 
 
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 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 of specific borrowings pending their expenditure 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 suffered 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.
 
 
F-23

 
 
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 the financial market. They are included within current assets, with the exception of those maturing in over 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 in profit and loss the accrued interests based on the effective interest rate (IRR).

Amortized cost means the initial cost less the amortization of principal and the accumulated amortization based on the effective interest rate, considering the potential reductions due to impairment or payment default. Impairment for these assets happens when there is objective evidence that the Company will not be able to collect all the balances according to the original terms of the account receivable. The amount of the impairment allowance is the difference between the carrying value and the present value of the discounted cash flows, by using the effective interest rate. The change in the impairment allowance is recorded against the Company’s income.

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 the deterioration 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 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.

 
F-24

 

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 and; 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 of "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 income account, 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.
 
 
F-25

 
 
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 expires. 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 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.
 
 
F-26

 
 
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 and deducting the fair value of any plan assets.

The calculation of defined benefit obligation is performed annually by a qualified actuary 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.
 
 
F-27

 
 
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 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.

 
F-28

 
 
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.

2.24
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 net equity, net of income taxes.
 
 
F-29

 

 
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 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.

Anon-current  asset (or a group of assets for disposal) is classified as held for sale if its carrying amount will be recovered primarily through a transaction of sale, rather than by its continued use and the sale is considered highly probable.

The non-current asset (or assets for disposal groups) classified as held for sale, will be measured at the lower of their carrying amount or fair value less costs to sell.

Non-current assets will not be depreciated (or amortized) as long as they are classified as held for sale, or are part of an asset for a disposal group classified as held for sale. However, continue to recognizing both interest and other expenses attributable to the liabilities of a group of assets for disposal that have been classified as held for sale.

2.28           Discontinued operations.

A discontinued operation is a component of the entity that has been disposed of, or has been classified as kept for sale, and:
 
a)  
Represents a separate major of business or a geographical area of operations, which is significant and can be separated from the rest of the Company;
b)  
Is part of a single co-ordinated plan to dispose of a separate major line of business or a geographical area of the operation that is significant and can be considered to be separated from the rest of the Company; o
c)  
Is a subsidiary acquired exclusively with a view to resale

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.

 
F-30

 
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.

Except for the change in the accounting policy described in notes 2.1, 2.13 and 35, no other changes in accounting policies have been applied by the Company during 2015.

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.

 
F-31

 

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, 2015, and 2014 the Company classifies its financial instruments as follows:
Table 1-1. Classification of financial instruments.

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
 
Financial investments long term
 
6
 
 -
 
 -
 
71,414,725
       
Other financial investments
 
6
 
 -
 
 -
 
185,549
Credit cards 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 (1)
 
8
 
850,836,235
 
872,665,225
 
-
   
Receivables from related entities
 
Receivables from related entities, current
 
9
 
14,851,194
 
14,851,194
 
-
Financial liabilities and payables
 
Bank loans (2)
 
Current
 
17
 
193,821,962
 
190,870,451
 
-
       
Non-Current
 
17
 
269,733,099
 
270,497,907
 
-
   
Bond debt (2)
 
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 entities, current
 
Current
 
9
 
29,196,949
 
29,196,949
 
-
Hedges
 
Hedging derivatives
 
Cash flow hedging Liabilities
 
17
 
 -
 
 -
 
1,146,350
       
Cash flow hedging assets
 
6
 
 -
 
 -
 
382,046,136
       
Fair Value hedging assets
 
6
 
 -
 
 -
 
36,675,561

(1)  
The fair value of current trade receivables is similar to its carrying amount, as the impact of discounting rate is not significant.
(2)  
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.
   
 
F-32

 

December 2014
 
                 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
    -     -  
37,328,837
   
Derivatives
 
Forward
             
3,844,213
   
Other financial instruments
 
Shares
 
6
         
42,780
       
Financial investments long term
 
6
         
6,563,165
       
Other financial investments
 
6
         
210,306
Credit cards and Trade receivables, net
 
Cash and equivalents
 
Cash balances
 
5
 
44,859,904
 
44,859,904
   
       
Bank balances
 
5
 
129,874,187
 
129,874,187
   
       
Short-term deposits
 
5
 
44,137,702
 
44,137,702
   
   
Receivables
 
Receivables due from Bretas
 
6
 
16,938,176
 
16,938,176
   
       
Trade receivables, net (1)
 
8
 
816,354,109
 
826,069,978
   
   
Receivables from related entities
 
Receivables from related entities, current
 
9
 
1,371,016
 
1,371,016
   
Financial liabilities and payables
 
Bank loans (2)
 
Current
 
17
 
629,083,332
 
609,653,255
   
       
Non-Current
 
17
 
695,092,202
 
710,054,526
   
   
Bond debt (2)
 
Current
 
17
 
50,539,046
 
49,313,910
   
       
Non-Current
 
17
 
1,656,384,016
 
1,712,663,485
   
   
Other loans (leases)
 
Current
 
17
 
2,671,208
 
2,671,208
   
       
Non-Current
 
17
 
31,558,878
 
31,558,878
   
   
Debt purchase Subsidiaries (Bretas—Prezunic and Johnson´s)
 
Current
 
17
 
25,542,999
 
25,542,999
   
       
Non-Current
     
19,681,149
 
19,681,149
   
   
Other financial liabilities—other
 
Current
 
17
 
5,939,949
 
5,939,949
   
   
Trade payables,
 
Current
 
18
 
1,743,229,689
 
1,743,229,689
   
       
Non-Current
 
18
 
810,120
 
810,120
   
   
Withholding taxes
 
Current
 
18
 
214,513,580
 
214,513,580
   
       
Non-Current
 
18
 
5,323,949
 
5,323,950
   
   
Payables to related entities, current
 
Current
 
9
 
3,302,006
 
3,302,006
   
Hedges
 
Hedging derivatives
 
Cash flow hedging Liabilities
 
17
         
382,754
       
Cash flow hedging assets
 
6
         
220,058,333
       
Fair Value hedging assets
 
6
         
65,272,783
 
(1)  
The fair value of current receivables is similar to its carrying amount, as the impact of discounting is not significant.

(2)  
The fair value for disclosure purposes has been determined using discounted cash flow. Significant inputs include the discount rate used for similar instruments as modified to reflect the credit risk associated with Cencosud S.A., these inputs are categorized within level II of the fair value hierarchy.
 
 
F-33

 
 
3.1.2.
General criteria.

The Company maintains instruments classified at fair value through profit and loss for trading and risk management (derivate instruments not classified as cash flow or fair value hedges purposes). This category is comprised mainly of investments in mutual funds and 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 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, 2015 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 is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the group is the current bid price.

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;
●  
Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments
●  
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;
●  
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.

 
F-34

 

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 2015, 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 asset 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 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%
 
-
 
-
 
-
       
Other financial investments
 
6
 
185,549
 
100%
 
-
 
-
 
-
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 (1)
 
8
 
850,836,235
 
-
 
-
 
-
 
100%
   
Receivables from related entities
 
Related entities, current
 
9
 
14,851,194
 
-
 
-
 
-
 
100%
Financial liabilities and payables
 
Bank loans (2)
 
Current
 
17
 
193,821,962
 
-
 
-
 
-
 
100%
       
Non-Current
 
17
 
269,733,099
 
-
 
-
 
-
 
100%
   
Bonds payable (2)
 
Current
 
17
 
61,488,514
 
-
 
-
 
-
 
100%
       
Non-Current
 
17
 
2,586,966,437
 
-
 
-
 
-
 
100%
   
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 entities
 
Current
 
9
 
29,196,949
 
-
 
-
 
-
 
100%
Hedges
 
Hedging derivatives
 
Cash flow hedging liability
 
17
 
1,146,350
 
-
 
100%
 
-
 
-
       
Cash flow hedging asset
 
6
 
382,046,136
 
-
 
100%
 
-
 
-
       
Fair value hedging asset
 
6
 
36,675,561
 
-
 
100%
 
-
 
-
 
(1)  
The fair value of current receivables is similar to its carrying amount, as the impact of discounting is not significant.

(2)  
The fair value for disclosure purposes has been determined using discounted cash flow. Significant inputs include the discount rate used for similar instruments as modified to reflect the credit risk associated with Cencosud S.A., these inputs are categorized within level 2 of the fair value hierarchy.

 
F-35

 

December 2014
 
                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
 
37,328,837
 
100%
 
-
 
-
 
-
   
Derivatives
 
Forward
 
6
 
3,844,213
 
-
 
100%
 
-
 
-
   
Shares
 
Shares
 
6
 
42,780
 
100%
 
-
 
-
 
-
   
Other financial Instrument
 
Highly liquid financial instruments
 
6
 
6,563,165
 
100%
 
-
 
-
 
-
       
Other financial investments
 
6
 
210,306
 
100%
 
-
 
-
 
-
Trade Receivables, net
 
Cash and cash equivalents
 
Cash balances
 
5
 
44,859,904
 
-
 
-
 
-
 
100%
       
Bank balances
 
5
 
129,874,187
 
-
 
-
 
-
 
100%
       
Short-term deposits
 
5
 
44,137,702
 
-
 
-
 
-
 
100%
   
Receivables
 
Trade receivables, net (1)
 
8
 
16,938,176
 
-
 
-
 
-
 
100%
       
Receivables due from Bretas
 
6
 
816,354,109
 
-
 
-
 
-
 
100%
   
Receivables from related entities
 
Receivables from related entities, current
 
9
 
      1,371,016
 
-
 
-
 
-
 
100%
Financial liabilities and payables
 
Bank loans (2)
 
Current
 
17
 
629,083,332
               
       
Non-Current
 
17
 
695,092,202
 
-
 
-
 
-
 
100%
   
Bonds payable (2)
 
Current
 
17
 
50,539,046
 
-
 
-
 
-
 
100%
       
Non-Current
 
17
 
1,656,384,016
 
-
 
-
 
-
 
100%
   
Other loans (lease)
 
Current
 
17
 
2,671,208
 
-
 
-
 
-
 
100%
       
Non-Current
     
31,558,878
 
-
 
-
 
-
 
100%
   
Debt purchase Bretas
 
Current
 
17
 
25,542,999
 
-
 
-
 
-
 
100%
       
Non-Current
 
17
 
19,681,149
 
-
 
-
 
-
 
100%
   
Other financial liabilities
 
Current
 
17
 
                    5,939,949
 
-
 
-
 
-
 
100%
   
Trade payables
 
Current
 
17
 
1,743,224,689
 
-
 
-
 
-
 
100%
       
Non-Current
 
17
 
810,120
 
-
 
-
 
-
 
100%
   
Withholding taxes
 
Current
 
18
 
214,513,580
 
-
 
-
 
-
 
100%
       
Non-Current
 
18
 
5,323,949
 
-
 
-
 
-
 
100%
   
Payables to related entities
 
Current
 
18
 
3,302,006
 
-
 
-
 
-
 
100%
   
Tax liabilities
 
Current
 
9
 
60,615,912
 
-
 
-
 
-
 
100%
Hedges
 
Hedging derivatives
 
Cash flow hedging liabilities
 
17
 
382,754
 
-
 
100%
 
-
 
-
       
Cash flow hedging assets
 
6
 
220,058,333
 
-
 
100%
 
-
 
-
       
Cash flow  fair value
 
6
 
65,272,783
 
-
 
100%
 
-
 
-
 
(1)  
The fair value of current receivables is similar to its carrying amount, as the impact of discounting is not significant.

(3)  
The fair value for disclosure purposes has been determined using discounted cash flow. Significant inputs include the discount rate used for similar instruments as modified to reflect the credit risk associated with Cencosud S.A., these inputs are categorized within level 2 of the fair value hierarchy.
 
 
F-36

 
 
Instruments classified as Level II correspond mainly to interest rate and cross currency swaps that have been 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 trade and other receivables, 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, 2015, 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, 2015 and 2014.

3.1.6.
Particular effects on equity accounts.

As of December 31, 2015, the Group presents in the statement of equity the effect relating to derivatives instruments for cash flow hedges deemed as effective. These instruments correspond to derivative contracts (cross currency swaps) with Banco Santander for UF 2,257,437 (equivalent to 280,000,000 soles) related to Incabond Hedge which maturity date is in 2018, hedges by US$ 535,000,000 related to the 144a bond issuance which maturity is on 2021, hedges by US$ 1.060,000,000 related to the 144a bond issuance which maturity is on 2023, hedges by US$ 66,666,667 related to the Scotiabank credit which maturity is on 2017, hedges by US$ 40,000,000 related to the Rabobank loan which maturity is on 2018, hedges by US$ 50,000,000 related to the Rabobank loan which maturity is on 2020, hedges by US$ 50,000,000 related to the Mizuho which maturity is on 2019 and hedges by US$ 50,000,000 related to the Sumitomo loan which maturity is on 2019.

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.
 
 
F-37

 
 
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.

2015

       
Hedge
subject
         
Book
 
Hedging instrument
 
Fair
   
Hedge type
 
Risk
 
classification
 
Group
 
Type
 
value
 
Group
 
Type
 
value
 
Note
                   
(ThCh$)
         
(ThCh$)
   
                                     
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)
   
                                     
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 rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Rabobank Credit
 
 
Derivate
 
Cross currency swap
 
8,886,287
 
6
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
   

 
F-38

 
 
2014

       
Hedge
subject
         
Book
 
Hedging instrument
 
Fair
   
Hedge type
 
Risk
 
classification
 
Group
 
Type
 
value
 
Group
 
Type
 
value
 
Note
                   
(ThCh$)
         
(ThCh$)
   
Cash flow
 
Interest rate
 
Financial liability
 
Bank obligations
 
IFC Credit
 
 
Derivate
 
Interest rate swap
 
(382,754)
 
17
                                     
                       
Sub—total derivative
     
(382,754)
   
                                     
Fair value
 
Interest rate and exchange rate
 
Financial Asset
 
Bonds payable
 
US bond
 
 
Derivate
 
Cross currency swap
 
23,675,033
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bonds payable
 
US bond
 
 
Derivate
 
Cross currency swap
 
82,179,076
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bonds payable
 
Incabond 1
 
 
Derivate
 
Cross currency swap
 
1,267,147
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Bank of Tokyo
 
 
Derivate
 
Cross currency swap
 
531,063
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
BBVA Bank NY
 
 
Derivate
 
Cross currency swap
 
3,467,839
 
6
Fair value
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Rabobank Credit
 
 
Derivate
 
Cross currency swap
 
740,032
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Rabobank Credit
 
 
Derivate
 
Cross currency swap
 
4,509,192
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Scotiabank Credit
 
 
Derivate
 
Cross currency swap
 
8,101,046
 
   6
Fair value
 
Interest rate and exchange rate
 
Financial Asset
 
Bonds payable
 
US Bond – 2
 
 
Derivate
 
Cross currency swap
 
40,857,718
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bonds payable
 
US Bond – 2
 
 
Derivate
 
Cross currency swap
 
113,549,801
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Rabobank Credit
 
 
Derivate
 
Cross currency swap
 
2,168,345
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Mizuho credit
 
 
Derivate
 
Cross currency swap
 
2,090,495
 
6
Cash flow
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
Sumitomo credit
 
 
Derivate
 
Cross currency swap
 
2,194,329
 
6
Fair value
 
Interest rate and exchange rate
 
Financial Asset
 
Bank obligations
 
HSBC Credit
 
 
Derivate
 
Forward
 
3,844,213
 
6
                                     
                       
Sub—total derivative
     
289,175,329
   
 
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.

 
F-39

 

3.2.1.1.
Exposure:

The following table presents, as of December 31, 2015 and 2014, the amount in the financial asset category that best represents maximum exposure to credit risk without considering guarantees or credit enhancements.

Table 2-1-1. Exposure to credit risk by financial asset category.

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
       
Other financial investment
 
6
 
185,549
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 (1)
 
8
 
850,836,235
   
Receivables from related entities
 
Related entities, current
 
9
 
14,851,194
 
As of December 31, 2014

Classification
 
Group
 
Type
 
Note
 
Book value
               
(ThCh$)
At fair value through profit or loss
 
Mutual funds
 
Mutual funds shares
 
6
 
37,328,837
   
Derivatives
 
Forward
 
6
 
3,844,213
   
Shares
 
Shares
 
6
 
42,780
   
Other
 
Highly liquid financial investments
 
6
 
6,563,165
       
Other financial investment
 
6
 
210,306
Trade receivables net
 
Cash and cash equivalents
 
Cash balances
 
5
 
44,859,904
       
Bank balances
 
5
 
129,874,187
       
Short-term deposits
 
5
 
44,137,702
   
Receivables
 
Receivables due from Bretas 
 
6
 
16,938,176
       
Trade receivables net, current y not current (1)
 
8
 
816,354,109
   
Receivables from related entities
 
Related entities, current
 
9
 
1,371,016
 
(1)  
The fair value of current receivables is similar to its carrying amount, as the impact of discounting is not significant.
 
Credit risk exposure is primarily concentrated in credit card and trade receivables, please 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.
 
 
F-40

 
 
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.

Table 2-1-2. Diversification of counterparties.

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
       
Other financial instruments
 
Domestic banks
 
0.00
           
Foreign banks
 
100.00
Trade receivables and credit card
 
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 entities
 
Related entities,
 
Non-financial institutions
 
100.00
 
As of December 31, 2014
 
Classification
 
Group
 
Type
 
Counterparty
 
Exposure
by type of
instrument
               
%
At fair value through profit and loss
 
Mutual funds
 
Mutual funds
 
Domestic banks
 
37.54
           
Foreign banks
 
62.46
   
Derivatives
 
Forward
 
Domestic banks
 
98.62
           
Foreign banks
 
1.38
   
Other financial instruments
 
Highly liquid financial instruments
 
Domestic banks
 
100.00
           
Foreign banks
 
0.00
       
Other financial instruments
 
Domestic banks
 
100.00
           
Foreign banks
 
0.00
Trade receivables and credit card
 
Cash and cash equivalents
 
Cash balances
 
Domestic banks
 
25.40
           
Foreign banks
 
74.60
       
Bank balances
 
Domestic banks
 
52.97
           
Foreign banks
 
47.03
       
Short- term deposits
 
Domestic banks
 
29.36
           
Foreign banks
 
70.64
   
Receivables
 
Receivables due from Bretas 
 
Non-financial institutions
 
100.00
       
Receivables from related entities,
 
Non-financial institutions
 
100.00
 
 
F-41

 
 
Non-financial institutions are mainly composed of clients’ credit cards and receivables from other companies. (See note 8)

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, 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

As of December 31, 2014
 
            Credit quality
Type
 
Counterpart
 
Amount of exposure
 
Solvency
 
Outlook
       
(ThCh$)
       
Mutual funds
 
Banchile
 
13,151,667
 
AA+
 
Stable
   
BCI bank
 
860,000
 
AA+
 
Stable
   
Foreign banks
 
23,317,170
 
(*)
 
Stable
Financial instruments
 
Bonds - Central bank of Chile
 
6,563,165
 
AAA
 
Stable
Derivatives - Hedging………………
 
Domestic banks
 
289,175,329
     
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.
 
 
F-42

 
 
3.2.1.6.
Credit Risk from the non-current assets classified as held for sale (see note 34).

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 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.

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$ 500.

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.
 
 
F-43

 
 
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.
As of December 31, 2015 and 2014, the Company presents the following maturities for its financial instruments:
 
 
F-44

 
 
Table 2-2-1. Maturity analysis.
 
As of December 31, 2015
 
       
Maturity
 
                                      More than     Total  
Classification
 
Instrument
 
0—6 months
   
6—12 months
   
1—2 years
   
2—3 years
   
3—5 years
   
5 years
   
liabilities
 
       
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
   
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  
Other financial liabilities current and non-current
 
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 
    -       58,029       1,088,321       -       -       -       1,146,350  
   
(Cross Currency Swaps—Interest Rate Swaps)
                                                       
   
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 entities
    29,196,949       -       -       -       -       -       29,196,949  
 
 
F-45

 
 
As of December 31, 2014
 
       
Maturity
 
                                     
More than
   
Total
 
Classification
 
Instrument
 
0—6 months
   
6—12 months
   
1—2 years
   
2—3 years
   
3—5 years
   
5 years
   
liabilities
 
       
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
   
Total liabilities
    2,430,673,854       349,782,347       370,460,528       362,496,508       518,854,758       1,936,236,784       5,968,504,779  
Other financial liabilities current and non-current
 
Bank loans
    498,539,152       149,435,250       220,850,506       226,974,267       223,824,662       70,416,371       1,390,040,208  
   
Bond debt
    56,542,328       55,014,112       98,277,232       124,427,473       290,909,834       1,843,402,526       2,468,573,505  
   
Other loans
    565,487       2,106,055       4,185,774       4,110,715       4,120,262       22,417,887       37,506,180  
   
Other financial liabilities 
    -       382,754       -       -       -       -       382,754  
   
(Cross Currency Swaps—Interest Rate Swaps)
                                                       
   
Deposits and other demand deposits
    -       25,542,999       12,697,096       6,984,053       -       -       45,224,148  
   
Debt purchase of subsidiaries
    5,939,949       -       -       -       -       -       5,939,949  
Commercial loans
 
Trade payables and other payables and non-current liabilities
    1,872,835,239       110,250,870       34,449,920       -       -       -       2,017,536,029  
   
Payables to related entities
    3,302,006       -       -       -       -       -       3,302,006  
 
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, 2015, the Company has available unused lines of credit for approximately ThCh$ 466,587,164 (ThCh$ 352,869,821 as of December 31, 2014).

As of December 31, 2015, the company held unused line of credits as a result of Confirming operations by ThCh$ 144,121,845 (ThCh$ 115,411,853 as of December 31, 2014) which held the original maturities agreed with the supplier. Such operations are presented in the line trade accounts payables.
 
 
F-46

 
 
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, 2015 to ThCh$ 2,323,419 (ThCh$ 5,939,949 as of December 31, 2014) 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, 2015, approximately 73% of the Company’s financial debt, primarily its short-term debt and bonds, was at fixed interest rates. The remaining 27% was at floating interest rates including derivatives. Within the variable rate debt liabilities, approximately 98.14% 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 (Chilean interbank interest rate) nominal and the Chamber rate (CAM), Chile.
 
 
F-47

 
 
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 )
 
As of and for December 31, 2014
 
Classification
 
Currency
 
Exposure
 
Market variable
 
Change in
risk factor
   
Effect on
profit and loss
 
               
%
   
(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
    19.89       (35,829 )
 
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 (68.31%) is denominated in local currency. As of December 31, 2015, approximately 57.21% 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.
 
 
F-48

 
 
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 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, 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 )
 
As of and for December 31, 2014
 
Classification
 
Currency
 
Exposure
 
Market
variable
 
Closing
value
   
Change in
risk factor
   
Exchange
rate
value
   
Effect on
profit and loss
 
                     
%
         
(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 )
 
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.
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:
 
 
F-49

 
 
Currency
 
Rate of conversion
   
Scenarios
   
Flux on assets
   
Flux%
   
Flux on Equity
   
Flux %
 
               
ThCh$
         
ThCh$
       
ARG PESO
    46.84     S1     $ (179,532,627 )     -1.78 %   $ (80,066,542 )     -2.02 %
      60.92     S2     $ 139,976,456       1.38 %   $ 62,425,593       1.57 %
COP PESO
    0.2     S1     $ (145,138,804 )     -1.44 %   $ (108,821,492 )     -2.74 %
      0.24     S2     $ 174,896,904       1.73 %   $ 131,133,381       3.30 %
PER SOL
    190.46     S1     $ (109,114,504 )     -1.08 %   $ (75,184,204 )     -1.89 %
      227.36     S2     $ 117,186,438       1.16 %   $ 80,746,087       2.03 %
BRL REAL
    156.99     S1     $ (139,325,600 )     -1.38 %   $ (82,887,125 )     -2.09 %
      198.83     S2     $ 134,149,590       1.33 %   $ 79,807,827       2.01 %
                                               
All currencies
          S1     $ (573,111,535 )     -5.67 %   $ (346,959,363 )     -8.74 %
            S2     $ 566,209,388       5.60 %   $ 354,112,888       8.92 %

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
 
 
F-50

 
 
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.

Segment
  2015  
   
Chile
   
Argentina
   
Peru
   
Colombia
   
Brazil
 
Supermarkets
    8.62 %     32.65 %     9.31 %     8.76 %     9.65 %
Department Stores
    7.87 %     -       -       -       -  
Home Improvement
    8.48 %     35.40 %     -       -       -  
 
Segment
  2014  
   
Chile
   
Argentina
   
Peru
   
Colombia
   
Brazil
 
Supermarkets
    9.60 %     31.07 %     10.65 %     9.51 %     10.30 %
Department Stores
    9.17 %     -       -       -       -  
Home Improvement
    9.54 %     34.33 %     -       -       -  

The projection of flows is carried out by each country and by business segment. Using the functional currency of each country and the projection considered a horizon of 5 years perpetuity, unless they justify a different horizon. The projections are based on the historical information, taking the 2016 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, 2015 and December 31, 2014, 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).

 
F-51

 
 
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.
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, 2015 were 6.73% in Chile, 22.50% in Argentina, 7.50% in Peru and 7.66% in Colombia (at December 31, 2014: 7.09% in Chile, 22.53% in Argentina, 7.80% in Peru and 7.70% 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 Group conducted an assessment of changes in the legislation and included such in determining the fair value of the investment properties from September 30, 2014.
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, 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

 
F-52

 
 
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
 
Discount rate (risk adjusted)
 
7.09% - 8.0%
       
Expected revenue growth (real)
 
0.5% - 1%
       
Occupancy rate
 
90% - 100%
             
   
Argentina
 
Discount rate (risk adjusted)
 
22.5% - 24%
       
Expected revenue growth (real)
 
0.5% - 1%
       
Occupancy rate
 
90% - 100%
             
Office
 
Chile
 
Discount rate (risk adjusted)
 
6.73% - 8.0%
       
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)
●  
The occupancy rate were higher (lower)

 
F-53

 

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)
 
5
Cash and cash equivalents

The composition of this item as of December 31, 2015 and 2014 is the following:
 
   
As of December 31,
 
Cash categories
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Cash in hand                                                                                  
    41,943,295       44,859,904  
Bank balances                                                                                  
    189,062,850       129,874,187  
Short-term deposits                                                                                  
    37,268,981       44,137,702  
Cash and cash equivalents                                                                                  
    268,275,126       218,871,793  

Cash and equivalents include cash, bank account balances and short term investments. Currency is as follows:
 
   
As of December 31,
 
Currency
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Chilean Peso                                                                              
    91,333,057       89,101,619  
Argentine Peso                                                                              
    15,680,751       28,382,909  
US dollars                                                                              
    27,107,038       454,489  
Peruvian New Sol                                                                              
    78,194,481       79,280,765  
Brazilian Real                                                                              
    8,172,385       9,720,446  
Colombian Peso                                                                              
    47,787,414       11,931,565  
                 
Total cash and cash equivalents                                                                              
    268,275,126       218,871,793  

 
F-54

 

6
Other financial assets, current and non-current

The composition of this item as of December 31, 2015 and 2014 includes the following:
 
   
As of December 31,
 
Other financial assets, current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Shares                                                                                     
    -       42,780  
Mutual Funds Shares                                                                                     
    181,562,472       37,328,837  
Hedging Derivatives                                                                                     
    1,873,528       3,844,213  
Highly liquid financial instruments                                                                                     
    71,414,725       6,563,165  
                 
Total other financial assets, current                                                                                     
    254,850,725       47,778,995  
 
   
As of December 31,
 
Other financial assets, non-current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Derivatives                                                                                     
    418,721,697       285,331,116  
Financial investments Long term                                                                                     
    185,549       210,306  
Account receivable due from Bretas
    2,625,340       16,938,176  
                 
Total other financial assets, non-current                                                                                     
    421,532,586       302,479,598  

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, 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  

b)  
As of December 31, 2014
 
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 ,
    16,938,176       -       16,938,176                   16,938,176  
 
 
F-55

 
 
c)  
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              

d)  
As of December 31, 2014
 
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 receivable due from Bretas ,
    (12,697,096 )     -       (12,697,096 )     12,697,096              
 
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 presented 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, 2015 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, 2015 and December 31, 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.
 
 
F-56

 
 
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, 2015 shows a current asset by ThCh$ 1,893,528, and no balance as of December 31, 2014.

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.

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, 2015 represent a non-current asset of Th Ch$ 418,721,697 and a liability of ThCh$ 1,141,394, (ThCh$ 3,844,213 current asset, ThCh$ 285,531,116 non- current asset; and a liability of ThCh$ 382,754 as of December 31, 2014).

These financial instruments are recorded in the accounts current and non-current financial assets and current and non-current financial liabilities. The liabilities are detailed in Note 17.4 and the asset in Note 6.

Changes in the fair value of the assets and liabilities classified in this category (cross currency swaps) are recorded under “financial income” or “financial expenses”, depending on the nature of the hedged item.

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.

7.3            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  
    Carrying amount     One year or less     More than one year  
December 31, 2015   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       -       -  

 
F-57

 
 
          Expected cash flows  
    Carrying amount     One year or less     More than one year  
December 31, 2014   ThCh$     ThCh$     ThCh$  
Cross Currency Swap                  
Assets
    289,175,329       32,674,951       1,106,687,377  
Liabilities
    -       -       -  
Interest Rate Swap
 
Liabilities
    382,754       -       -  
 
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.
 
8
Trade receivables and other receivables

Trade receivables and other receivables as of December 31, 2015 and 2014 are as follows:
 
   
As of December 31,
 
Trade receivables and other receivables, net, current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Trade receivables net, current                                                                                
    174,446,809       190,629,343  
Credit card receivables net, current                                                                                
    342,372,436       272,626,749  
Other receivables, net, current                                                                                
    302,409,953       317,357,759  
Letters of credit loans                                                                                
    610,185       962,903  
                 
Total                                                                                
    819,839,383       781,576,754  
 
   
As of December 31,
 
Trade receivables and other receivables, net, non-current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Trade receivables net, non-current                                                                                   
    415,973       960,006  
Credit card receivables net, non-current                                                                                   
    4,610,379       2,800,679  
Other receivables, net, non-current(1)                                                                                   
    16,312,688       20,614,649  
Letters of credit loans                                                                                   
    9,657,812       10,402,021  
                 
Total                                                                                
    30,996,852       34,777,355  
 
   
As of December 31,
 
Trade receivables and other receivables, gross, current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Trade receivables gross, current                                                                            
    192,176,807       210,196,220  
Credit card receivables gross, current                                                                            
    358,131,672       287,514,053  
Other receivables gross, current                                                                            
    313,390,901       328,546,822  
Letters of credit loans                                                                            
    776,786       962,904  
Total                                                                            
    864,476,166       827,219,999  
 
 
F-58

 
 
   
As of December 31,
 
Trade receivables and other receivables, gross, non-current
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Trade receivables gross, non-current                                                                            
    415,973       960,006  
Credit card receivables gross, non-current                                                                            
    4,610,379       2,800,679  
Other receivables gross, non-current                                                                            
    16,312,688       20,614,649  
Letters of credit loans, non-current                                                                            
    9,657,812       10,402,021  
Total                                                                            
    30,996,852       34,777,355  
 
   
As of December 31,
 
Trade receivables and other receivables close to maturity
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Less than three months                                                                              
    622,399,661       606,401,384  
Between three and six months                                                                              
    65,106,283       73,829,507  
Between six and twelve months                                                                              
    60,918,226       46,238,087  
In more than twelve months                                                                              
    30,996,852       34,777,355  
                 
Total                                                                              
    779,421,022       761,246,333  

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, 2015 and 2014 is as follows:
 
   
As of December 31,
 
Trade receivables past due but not impaired
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Past due in less than three months                                                                                   
    81,294,828       54,092,055  
Past due between three and six months                                                                                   
    10,635,980       18,260,439  
Past due between six and twelve months                                                                                   
    10,809,004       5,791,956  
Past due in more than twelve months                                                                                   
    13,312,184       22,606,571  
                 
Total                                                                                   
    116,051,996       100,751,021  
 
The movement of the bad debt allowance is as follows:

   
As of December 31,
 
Change in bad debt allowance   2015     2014     2013  
   
ThCh$
   
ThCh$
   
ThCh$
 
Initial balance
    45,643,245       91,600,887       93,609,839  
Increase in provision
    27,855,602       145,456,872       87,813,321  
Write-off
    (23,427,920 )     (97,906,650 )     (89,822,273 )
Reversal of provision
    (5,434,144 )     (38,037,483 )     -  
Reclassification to assets held for sale (note 34)
    -       (55,470,381 )     -  
                         
Total
    44,636,783       45,643,245       91,600,887  
 
 
F-59

 
 
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.

The information presented below is required by the Superintendence of Securities and Insurance through the rule number 23942 dated on September 14, 2011.

The financial business is defined as one more element of Cencosud’s value offering, which complements the comprehensive product and service offerings that the Company provides through each of its business units and is aimed at building long-term relationships with our customers.

Receivables distribution with respect to the total portfolio is:
 
   
As of December 31,
 
Receivables portfolio
 
2015
   
2014
 
   
ThCh$
   
%
   
ThCh$
   
%
 
Current credit card receivables, gross
    358,131,672             287,514,054        
Non—current credit card receivables, gross
    4,610,379             2,800,678        
                             
Total credit card receivables
    362,742,051             290,314,732        
                             
                             
Argentine credit card
    267,041,426       74       220,392,098       76  
Peruvian credit card
    95,700,625       26       69,922,634       24  
                                 
Total credit card receivables
    362,742,051       100       290,314,732       100  
                                 
 
Progress is being made to regionalize the financial business through an organizational structure where each risk area autonomously and independently manages risk, led by the Corporate Risk Management Division, which reports directly to Cencosud’s Corporate CEO. In turn, the risk management areas in each country report (administratively and functionally) to the Corporate Risk Manager.

On May 1, 2015 the transaction for which Scotiabank Chile acquired 51% of the division of retail financial services Cencosud SA was completed (see note 34). 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. (See note 34 that further explains this transaction and accounting treatment for the investment in these associated entities)
 
ARGENTINA

1.  
Credit policies.

a)
Customers are selected using policies with parameters based on the credit assessment system. 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. The minimum payment is between 10% and 30% depending on the shopping risk segment of the costumer up to 5 installments and 100% for purchases greater than 5 installments: Associated commerces represent a 22% of total sales for the period ended December 31, 2015. No financial products of advance cash are offered.

b)
Collections policy: during the first 90 days of delay, the company aims to ensure that the cardholder pays its debt in default and recovers access to credit. 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. For cardholders more than 90 days in default, the card is blocked indefinitely and a new payment plan is established based on their willingness and capacity to pay.

c)
Allowances: allowances are calculated each month by applying statistical methodology that combines portfolio behavior over the last 12 months. The portfolio is also segmented into clusters based on the likelihood of non-payment calculated when the account is opened and also the cardholder’s seniority. The company verifies that the calculated allowances charge the expected losses in the current period and also that they exceed the requirements of the local regulator (BCRA). Conservative allowances are added based on new factors that may not be taken into consideration by the statistical methodology.

d)
Write-off policy: The local regulator requires allowances for 100% of delinquent debt once it is 360 days past due. However, Cencosud applies their own criteria of establishing allowances for 100% of accounts that are 180 days past due. Currently, because of a limitation with the card processing system in Argentina, accounts are not written-off in accounting at 360 days. However, the 100% allowance is maintained.

 
F-60

 

Average Terms for Credit Cards and Refinancing (months)
 
Range of terms
 
Portfolio
 
   
%
 
Payment upon invoicing                                                                                                   
    17.50  
Installments 0-3 M                                                                                                   
    31.72  
Installments 3-6 M                                                                                                   
    22.02  
Installments 6-12 M                                                                                                   
    10.79  
Installments +12 M                                                                                                   
    17.97  
Average term for portfolio                                                                                                   
    6.69  
 
       
Range of terms for refinanced collections
 
Portfolio
 
   
%
 
Installments 0-3 M                                                                                                   
    8.2  
Installments 3-6 M                                                                                                   
    31.1  
Installments 6-12 M                                                                                                   
    48.2  
Installments +12 M                                                                                                   
    12.5  
Average term for refinanced collections in months                                                                                                   
    11.4  
 
2.
Definition of portfolio types.

Cencosud Argentina segments its portfolio into three main groups based on risk of non-collection. This segmentation is determined when customers are approved for credit and is used primarily to properly allocate credit limits. Each month, the company monitors the mixture of characteristics of new cards issued versus the portfolio, and any important deviations are used to modify customer selection methods.
 
3.
Portfolio stratification

As of December 31, 2015
 
Delinquency segments
 
Non-refinanced
customers
(number)
   
Non-
refinanced
portfolio
   
Refinanced
customers
(number)
   
Refinanced
portfolio
   
Total
Gross
portfolio
 
   
   
ThCh$
   
   
ThCh$
   
ThCh$
 
Collections up to date
    743,730       230,879,384       5,142       2,239,573       233,118,957  
01-30 days
    92,994       22,052,080       1,606       658,369       22,710,449  
31-60 days
    22,672       5,080,692       790       373,964       5,454,656  
61-90 days
    10,010       2,375,722       483       241,410       2,617,132  
91-120 days
    4,538       1,204,153       220       123,513       1,327,666  
121-150 days
    3,090       954,410       73       41,477       995,887  
150-180 days
    2,842       813,299       8       3,380       816,679  
>180 days
    -       -       -       -       -  
Total
    879,876       263,359,740       8,322       3,681,686       267,041,426  

 
F-61

 
 
M$
Total allowance on non-refinanced portfolio
6,391,680
Stock as of December 2015
Total allowance on refinanced portfolio
1,652,743
Stock as of December 2015
Total write-offs for the period
516,545
Write-offs between Jan and Dec 2015
Total recovered for the period
350,236
Write-offs recovered between Jan and Dec 2015

Number of credit card holders issued (does not include additional credit cards holders)
1,401,108
Stock as of December 2015
Number of credit cards with outstanding balances
888,198
Stock as of December 2015
Average number of refinancing accounts
1,460
Average number of accounts refinanced monthly between Jan and Dec 2015
Total refinanced receivables
3,681,686
Stock of refinanced portfolio as of December 2015
% refinanced / non-refinanced portfolio
0.95
Number of refinanced customers/non-refinanced customers

As of December 31, 2014
 
Delinquency segments
 
Non-refinanced
customers
(number)
   
Non-
refinanced
portfolio
   
Refinanced
customers
(number)
   
Refinanced
portfolio
   
Total
Gross
portfolio
 
   
   
ThCh$
   
   
ThCh$
   
ThCh$
 
Collection up to date
    787,949       188,443,617       5,254       2,815,381       191,258,998  
01-30 days
    94,951       20,002,040       1,993       685,699       20,687,739  
31-60 days
    16,694       3,217,508       938       390,654       3,608,162  
61-90 days
    8,710       1,969,955       571       276,826       2,246,781  
91-120 days
    3,850       978,019       277       153,264       1,131,283  
121-150 days
    2,588       790,351       79       34,186       824,537  
150-180 days
    2,188       633,775       2       823       634,598  
>180 days
    -       -       -       -       -  
Total
    916,930       216,035,265       9,114       4,356,833       220,392,098  
 
M$
Total allowance on non-refinanced portfolio
6,328,417
Stock as of December 2014
Total allowance on refinanced portfolio
1,661,563
Stock as of December 2014
Total write-offs for the period
371,365
Write-offs between Jan and Dec 2014…..
Total recovered for the period
464,531
Write-offs recovered between Jan and Dec 2014….


Number of credit card holders issued (does not include additional credit cards holders)
1,232,252
Stock as of December 2014
Number of credit cards with outstanding balances
926,044
Stock as of December 2014
Average number of refinancing accounts
1,401
Average number of accounts refinanced monthly between Jan and Dec 2014
Total refinanced receivables
4,356,833
Stock of refinanced portfolio as of December 2014
% refinanced / non-refinanced portfolio
0.99
Number of refinanced customers/non-refinanced customers

 
F-62

 

4.           Portfolio allowance factors.

As of December 31, 2015
 
Delinquency segments
   
Non-refinanced
portfolio
as % of
average losses
   
Refinanced
portfolio as %
of average
losses
 
Collection up to date
      1.1       33.6  
01-30       2.7       33.6  
31-60       13.2       72.0  
61-90       32.3       100.0  
91-120       49.0       100.0  
121-150       66.1       100.0  
151-180       82.9       100.0  
>180 days
      -       -  
                   
Total
      2.4       44.9  
 
As of December 31, 2014
 
Delinquency segments
   
Non-refinanced
portfolio
as % of
average losses
   
Refinanced
portfolio as %
of average
losses
 
Collection up to date
      1.8       33.6  
01-30       2.2       33.6  
31-60       9.5       72.0  
61-90       27.8       100.0  
91-120       45.1       100.0  
121-150       68.6       100.0  
151-180       90.6       100.0  
>180 days
      -       -  
                   
Total
      2.9       46.4  
 
5.
Risk ratios (% provision/portfolio).
 
As of December 31, 2015
 
Risk ratios (allowance / portfolio)
 
%
   
Non-refinanced portfolio
 
2.4
 
Stock of allowances on non-refinanced portfolio /Stock of non-refinanced portfolio
Refinanced portfolio
 
44.9
 
Stock of allowances on refinanced portfolio /Stock of refinanced portfolio
Total portfolio
 
3.0
 
Stock of total allowances /Stock of total portfolio
Write off ratio
 
3.0
   
 
 
F-63

 
 
As of December 31, 2014
 
Risk ratios (allowance / portfolio) (1)
 
%
   
Non-refinanced portfolio
 
2.9
 
Stock of allowances on non-refinanced portfolio /Stock of non-refinanced portfolio
Refinanced portfolio
 
46.4
 
Stock of allowances on refinanced portfolio /Stock of refinanced portfolio
Total portfolio
 
3.6
 
Stock of total allowances /Stock of total portfolio
Write off ratio (2)
 
3.6
   

(1) Provision does not include Ch$ 947 million of anti-cyclical provision that was recognized as of December 2014, aligned with Basel II and international banking best practices, in order to foresee future changes in the macroeconomic environment.
(2) Write-off index is obtained by compare net write –offs against average allowances stock.
 
PERU

1.  
Credit policies.

Financial retail operations in Peru began on July 21, 2010 with a pilot program in one store and later in October 2010 was rolled out in all formats of Metro Supermarkets. 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.

Since operations began, they were structured as defined by the Group, following the requirements defined by Peruvian banking regulations (despite not being enforceable at that time). From June, 2012 Cencosud Bank has been authorized by the Superintendence of Banks and Insurance (SBS) to establish itself as a bank.

Adhering to banking regulations involves diverse elements; including observing mandatory definitions for refinancing, as well as classifying debtors based on days in default which, in turn, translates into establishing allowances over the principal of the loans.

In addition, the standards require pro-cyclical provisions to be established that are linked to the economic cycle and that in practice translate into 1.5% additional allowances over current non-delinquent balances.


2.
Definition of portfolio types.

The portfolio is divided into two groups:

Non-refinanced portfolio.
Refinanced portfolio, which includes cardholders that are at least one day delinquent. They must make a minimum payment and the debtor classification (and therefore the allowance) must be maintained or increased based on the regulations mentioned above.
 
3.
Portfolio stratification

As of December 31, 2015
 
Delinquency segments
 
Non-refinanced
customers
(number)
   
Non-
refinanced
portfolio
   
Refinanced
customers
(number)
   
Refinanced
portfolio
   
Total
gross
portfolio
 
   
   
ThCh$
   
   
ThCh$
   
ThCh$
 
Collection up to date
    297,011       84,251,906       1,590       658,237       84,910,143  
01-30 days
    11,481       3,524,676       199       92,023       3,616,699  
31-60 days
    5,961       2,009,356       131       73,036       2,082,392  
61-90 days
    4,224       1,389,864       109       52,817       1,442,681  
91-120 days
    4,885       1,741,246       130       62,243       1,803,489  
121-150 days
    4,018       1,577,520       128       53,440       1,630,960  
150-180 days
    244       112,604       18       7,207       119,811  
>180 days
    148       85,670       12       8,780       94,450  
Total
    327,972       94,692,842       2,317       1,007,783       95,700,625  

 
F-64

 
 
ThCh$
Total allowance on non-refinanced portfolio
5,203,191
Stock as of December 2015
Total allowance on refinanced portfolio
737,902
Stock as of December 2015
Total write-offs for the period
11,405,722
Write-offs between Jan and Dec 2015
Total recovered for the period
2,677,074
Write-offs recovered between Jan and Dec 2015

Number of cards issued (not additional cards)
555,419
Stock as of December 2015
Number of cards with outstanding balances
299,048
Stock as of December 2015
Average number of refinances
185
Average number of accounts refinanced monthly between Jan and Dec 2015
Total refinanced receivables
1,007,783
Stock of refinanced portfolio as of December 2015
% refinanced / non-refinanced portfolio
0.71
Number of refinanced customers/non- refinanced customers

As of December 31, 2014
 
Delinquency segments
 
Non-refinanced
customers
(number)
   
Non-
refinanced
portfolio
   
Refinanced
customers
(number)
   
Refinanced
portfolio
   
Total
gross
portfolio
 
   
   
ThCh$
   
   
ThCh$
   
ThCh$
 
Collection up to date
    221,583       59,983,701       2,904       1,087,167       61,070,868  
01-30 days
    8,171       2,837,752       698       280,541       3,118,293  
31-60 days
    4,818       1,909,791       620       248,621       2,158,412  
61-90 days
    3,112       1,273,760       329       132,164       1,405,924  
91-120 days
    3,677       1,605,737       262       117,557       1,723,294  
121-150 days
    726       326,899       46       18,323       345,222  
150-180 days
    108       65,072       5       8,119       73,191  
>180 days
    1,015       25,146       31       2,284       27,430  
Total
    243,210       68,027,858       4,895       1,894,776       69,922,634  


ThCh$
Total allowance on non-refinanced portfolio
3,770,364
Stock as of December 2014
Total allowance on refinanced portfolio
975,623
Stock as of December 2014
Total write-offs for the period
4,157,960
Write-offs between Jan and Dec 2014
Total recovered for the period
753,560
Write-offs recovered between Jan and Dec 2014

Number of cards issued (not additional cards)
532,168
Stock as of December 2014
Number of cards with outstanding balances
248,105
Stock as of December 2014
Average number of refinances
578
Average number of accounts refinanced monthly between Jan and Dec 2014
Total refinanced receivables
1,894,776
Stock of refinanced portfolio as of December 2014
% refinanced / non-refinanced portfolio
2.01
Number of refinanced customers/non- refinanced customers
 
 
F-65

 

4.
Portfolio allowance factors.

As of December 31, 2015
 
Delinquency segments
   
Non-refinanced
portfolio
as % of
average losses
   
Refinanced
portfolio
as % of
average losses
 
Collection up to date
      1.2       51.7  
01-30       6.2       90.0  
31-60       26.5       97.8  
61-90       60.0       100.0  
91-120       60.0       100.0  
121-150       100.0       100.0  
151-180       100.0       100.0  
>180 days
      99.9       100.0  
Total
      5.5       73.2  

As of December 31, 2014
 
Delinquency segments
   
Non-refinanced
portfolio
as % of
average losses
   
Refinanced
portfolio
as % of
average losses
 
Collection up to date
      1.5       38.6  
01-30       6.8       44.1  
31-60       26.3       65.3  
61-90       60.0       80.8  
91-120       60.0       94.2  
121-150       100.0       100.0  
151-180       100.0       100.0  
>180 days
      100.4       1140.1  
Total
      5.5       51.5  
 
5.           Risk ratios (% provision/portfolio)

As of December 31, 2015
 
Risk ratios (allowance / portfolio) (1)
 
%
   
Non-refinanced portfolio
 
5.5
 
Stock of allowances on non-refinanced portfolio /Stock of non-refinanced portfolio
Refinanced portfolio
 
73.2
 
Stock of allowances on refinanced portfolio / Stock of refinanced portfolio
Total portfolio
 
6.2
 
Stock of total allowances / Stock of total portfolio

Note:

(1) Allowances and allowance ratios do not include Ch$ 899 million in anti-cyclical provisions that are included based on international and domestic banking industry best practices and in line with the Basel II standards in order to foresee future changes in the macroeconomic conditions.

 
F-66

 

As of December 31, 2014
 
Risk ratios (allowance / portfolio) (1)
 
%
   
Non-refinanced portfolio
 
5.5
 
Stock of allowances on non-refinanced portfolio /Stock of non-refinanced portfolio
Refinanced portfolio
 
51.5
 
Stock of allowances on refinanced portfolio / Stock of refinanced portfolio
Total portfolio
 
6.8
 
Stock of total allowances / Stock of total portfolio

Note:

(1) Allowances and allowance ratios do not include millions Ch$ 784 million in anti-cyclical provisions that are included based on international and domestic banking industry best practices and in line with the Basel standards in order to foresee for future changes in macroeconomic conditions.
 
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 entities

The composition of the item as of December 31, 2015 and December 31, 2014 is as follows:
 
                       
Balance as of
 
        Receivables from related entities  
Current
   
Non-current
 
Tax ID Number   Company   Transaction description   Transaction term   Nature of relationship   Currency  
12/31/2015
   
12/31/2014
   
12/31/2015
   
12/31/2014
 
                   
 
 
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
96.863.570-0  
Inmobiliaria Mall Viña del Mar S.A.
 
Dividends receivable
 
Current
 
Associate
 
Chilean Pesos
    1,516,720       1,371,016       -       -  
99.500.840-8  
CAT Administradora de Tarjetas S.A.
 
Trade receivable
 
Current
 
Associate
 
Chilean Pesos
    7,552,703       -       -       -  
99.500.840-8  
CAT Administradora de Tarjetas S.A.
 
Dividends receivable
 
Current
 
Associate
 
Chilean Pesos
    3,707,894       -       -       -  
77.218.570-7  
CAT Corredores de Seguros y Servicios S.A.
 
Trade receivable
 
Current
 
Associate
 
Chilean Pesos
    1,383,949       -       -       -  
77.218.570-7  
CAT Corredores de Seguros y Servicios S.A.
 
Dividends receivable
 
Current
 
Associate
 
Chilean Pesos
    265,914       -       -       -  
76.388.146-6  
Operadora de Procesos S.A.
 
Trade receivable
 
Current
 
Associate
 
Chilean Pesos
    413,421       -       -       -  
76.388.155-5  
Servicios Integrales S.A.
 
Trade receivable
 
Current
 
Associate
 
Chilean Pesos
    10,593       -       -       -  
                                                     
Total
                        14,851,194       1,371,016       -       -  
 
 
F-67

 
 
9.2
Trade payables to related entities

The composition of the item as of December 31, 2015 and December 31, 2014 is as follows:
 
                        Balance as of
         Payables to related entities  
Current
   
Non-current
Tax ID number   Company   Transaction
description
  Transaction
term
  Nature of
relationship
  Currency   12/31/2015     12/31/2014     12/31/2015     12/31/2014
                       
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
-  
Loyalti Del Perú S.A.C.
 
Fund transfer
 
Current
 
Associate
 
Peruvian New Sol
    444,619       3,302,006       -       -
99.500.840-8  
CAT Administradora de Tarjetas S.A.
 
Trade payable
 
Current
 
Associate
 
Chilean Pesos
    24,723,846       -       -       -
77.218.570-7  
CAT Corredores de Seguros y Servicios S.A.
 
Trade payable
 
Current
 
Associate
 
Chilean Pesos
    1,640,310       -       -       -
76.388.146-6  
Operadora de Procesos S.A.
 
Trade payable
 
Current
 
Associate
 
Chilean Pesos
    2,388,174       -       -       -
                                                   
                                                   
Total
                        29,196,949       3,302,006       -       -
 
 
F-68

 
 
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, 2015 and December 31, 2014, as follows:
 
Transactions
Tax ID Number
 
Company
 
Nature of
relationship
 
Transaction
description
 
Currency
 
Country
 
12/31/2015
 
Impact to
profit and loss
(charge
/credit)
 
12/31/2014
 
Impact to
profit and loss
(charge
/credit)
                       
ThCh$
 
ThCh$
 
ThCh$
 
ThCh$
3.294.888-k
 
Horst Paulmann Kemna                                       
 
Chairman                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
          2,086,318
 
-
 
1,448,867
 
-
4.580.001-6
 
Helga Koepfer Schoebitz
 
Shareholder                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
               88,671
 
-
 
63,867
 
-
76.425.400-7
 
Inversiones Tano Ltda.                                       
 
Shareholder                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
        13,094,932
 
-
 
9,431,893
 
-
86.193.900-6
 
Inversiones Quinchamali Ltda.
 
Shareholder                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
        16,408,848
 
-
 
11,919,602
 
-
96.802.510-4
 
Inversiones Latadia Ltda.
 
Shareholder                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
        15,753,025
 
-
 
11,346,441
 
-
7.012.865-9
 
Manfred Paulmann Koepfer
 
Shareholder                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
             373,666
 
-
 
257,880
 
-
8.953.509-3
 
Peter Paulmann Koepfer
 
Director                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
             355,960
 
-
 
256,387
 
-
8953510-7
 
Heike Paulmann Koepfer
 
Director                             
 
Dividends paid                             
 
Chilean pesos
 
Chile
 
             351,490
 
-
 
253,168
 
-
0-E
 
Plaza Lima Norte                                       
 
Company director relationship
 
Leases paid                       
 
Peruvian New Sol
 
Peru
 
             792,684
 
(792,684)
 
940,167
 
(940,167)
0-E
 
Plaza Lima Norte                                       
 
Company director relationship
 
Utilities  paid                       
 
Peruvian New Sol
 
Peru
 
             264,972
 
(264,972)
 
386,679
 
(386,679)
96.863.570-0
 
Inmobiliaria Mall Viña Del Mar S.A.
 
Associate                             
 
Leases paid                       
 
Chilean pesos
 
Chile
 
          3,465,464
 
(3,465,464)
 
2,844,602
 
(2,844,602)
96.863.570-0
 
Inmobiliaria Mall Viña Del Mar S.A.
 
Associate                             
 
Utilities Paid                       
 
Chilean pesos
 
Chile
 
          2,355,071
 
(2,355,071)
 
2,068,690
 
(2,068,690)
96.863.570-0
 
Inmobiliaria Mall Viña Del Mar S.A.
 
Associate                             
 
Dividends collected
 
Chilean pesos
 
Chile
 
          2,698,866
 
-
 
5,153,267
 
-
96.863.570-0
 
Inmobiliaria Mall Viña Del Mar S.A.
 
Associate                             
 
Sale of goods                       
 
Chilean pesos
 
Chile
 
                 6,276
 
6,276
 
39,915
 
39,915
77.209.070-6
 
Viña Cousiño Macul S.A.
 
Common director                             
 
Merchandise buying
 
Chilean pesos
 
Chile
 
          1,176,517
 
(1,176,517)
 
804,477
 
(804,477)
92.147.000-2
 
Wenco S.A.                                       
 
Common director                             
 
Merchandise buying
 
Chilean pesos
 
Chile
 
          3,223,718
 
(3,223,718)
 
1,916,998
 
(1,916,998)
92.147.000-2
 
Wenco S.A.                                       
 
Common director                             
 
Sale of goods                       
 
Chilean pesos
 
Chile
 
             504,605
 
494,333
 
64,398
 
64,398
76.076.630-5
 
Maxi Kioskos Chile S.A.
 
Company’s Director
 
Leases collected                             
 
Chilean pesos
 
Chile
 
             231,553
 
231,553
 
402,676
 
402,676
76.076.630-5
 
Maxi Kioskos Chile S.A.
 
Company’s Director
 
Utilities collected                             
 
Chilean pesos
 
Chile
 
             231,410
 
231,410
 
183,740
 
183,740
78.410.320-K
 
Imp y Comercial Regen Ltda.
 
Company’s Director
 
Merchandise buying
 
Chilean pesos
 
Chile
 
             725,201
 
(725,201)
 
538,564
 
(538,564)
78.410.320-K
 
Imp Y Comercial Regen Ltda.
 
Company’s Director
 
Leases collected
 
Chilean pesos
 
Chile
 
             217,559
 
217,559
 
188,315
 
188,315
78.410.320-K
 
Imp Y Comercial Regen Ltda.
 
Company’s Director
 
Sale of goods
 
Chilean pesos
 
Chile
 
               29,406
 
29,406
 
19,795
 
19,795
78.410.320-K
 
Imp Y Comercial Regen Ltda.
 
Company’s Director
 
Common expenses collected
 
Chilean pesos
 
Chile
 
               80,986
 
80,986
 
66,079
 
66,079
88.983.600-8
 
Teleductos S.A.                                           
 
Common director
 
Leas collected
 
Chilean pesos
 
Chile
 
             655,936
 
655,936
 
119,447
 
119,447
88.983.600-8
 
Teleductos S.A.                                           
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
             708,626
 
(708,626)
 
703,940
 
(703,940)
88.983.600-8
 
Teleductos S.A.                                           
 
Common director
 
Leases paid
 
Chilean pesos
 
Chile
 
                      -
 
-
 
7,858
 
(7,858)
92.491.000-3
 
Labsa Inversiones Ltda. 
 
Company, director relationship
 
Leases paid
 
Chilean pesos
 
Chile
 
             573,675
 
(573,675)
 
669,474
 
(669,474)
93.737.000-8
 
Manquehue Net S.A.                                           
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
               24,179
 
(24,179)
 
7,329
 
(7,329)
77.978.800-8
 
Neuralis Ltda.                                           
 
Company, director relationship
 
Services provided
 
Chilean pesos
 
Chile
 
                      -
 
-
 
13,026
 
(13,026)
96.566.940-K
 
Agencias Universales S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
               93,316
 
(93,316)
 
598,503
 
(598,503)
96.566.940-K
 
Agencias Universales S.A.
 
Common director
 
Sale of goods
 
Chilean pesos
 
Chile
 
               14,121
 
14,121
 
18,001
 
18,001
92.580.000-7
 
Empresa Nacional de Telecomunicaciones S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
          1,526,532
 
(1,526,532)
 
1,013,524
 
(1,013,524)
90.193.000-7
 
Empresa El Mercurio.S.A.P.
 
Common director
 
Sale of goods
 
Chilean pesos
 
Chile
 
                      -
 
-
 
25,531
 
25,531
90.193.000-7
 
Empresa El Mercurio.S.A.P.
 
Common director
 
Leases paid
 
Chilean pesos
 
Chile
 
               95,172
 
95,172
 
203,185
 
203,185
90.193.000-7
 
Empresa El Mercurio.S.A.P.
 
Common director
 
Common expenses collected
 
Chilean pesos
 
Chile
 
               19,039
 
19,039
 
14,777
 
14,777
90.193.000-7
 
Empresa El Mercurio.S.A.P.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
               23,745
 
23,745
 
-
 
-
90.193.000-7
 
Empresa El Mercurio.S.A.P.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
          3,232,744
 
(3,232,744)
 
2,820,967
 
(2,820,967)
96.628.870-1
 
Entel Telefonía Local S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
               18,677
 
7,608
 
49,413
 
(49,413)
96.806.980-2
 
Entel PCS Telecomunicaciones S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
                    588
 
(588)
 
-
 
-
96.806.980-2
 
Entel PCS Telecomunicaciones S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
          7,471,131
 
(7,471,131)
 
8,180,454
 
(8,180,454)
96.806.980-2
 
Entel PCS Telecomunicaciones S.A.
 
Common director
 
Lease collected
 
Chilean pesos
 
Chile
 
             609,582
 
609,582
 
-
 
-
96.806.980-2
 
Entel PCS Telecomunicaciones S.A.
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
             151,162
 
151,162
 
-
 
-
96.566.940-K
 
Cia Nacional de Telefonos,Telefònica del Sur S.A
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
                 2,632
 
(2,632)
 
1,181
 
(1,181)
96.566.940-K
 
Cia Nacional de Telefonos,Telefònica del Sur S.A
 
Common director
 
Lease collected
 
Chilean pesos
 
Chile
 
                 7,443
 
7,443
 
-
 
-
 
 
F-69

 
 
4773765-6
 
Cristian Eyzaguirre Johnston
 
Common director
 
Services provided
 
Chilean pesos
 
 Chile
 
               39,376
 
(39,376)
 
103,676
 
(103,676)
96.628.870-1
 
Industria Productos Alimenticios S.A.
 
Common director
 
Merchandise buying
 
Chilean pesos
 
Chile
 
          1,143,233
 
(1,143,233)
 
1,062,352
 
(1,062,352)
79.675.370-5
 
Assets- Chile S.A                                           
 
Common director
 
Sale of goods
 
Chilean pesos
 
Chile
 
                 6,841
 
6,841
 
4,958
 
(4,958)
70.649.100-7
 
Centros de Estudios Pùblicos
 
Company, director relationship
 
Services provided
 
Chilean pesos
 
Chile
 
               20,794
 
(20,794)
 
15,414
 
(15,414)
O-3
 
JetAviation Flight Services Inc.
 
Company, director relationship
 
Services provided
 
Chilean pesos
 
Chile
 
          1,305,905
 
(1,305,905)
 
675,534
 
(675,534)
92434000
 
Besalco S.A
 
Common director
 
Services provided
 
Chilean pesos
 
Chile
 
                 1,296
 
1,296
 
1,753
 
(1,753)
88.417.000-1
 
Sky Airline S.A.                                           
 
Company, director relationship
 
Leases collected
 
Chilean pesos
 
Chile
 
               15,061
 
15,061
 
11,654
 
11,654
88.417.000-1
 
Sky Airline S.A.                                           
 
Company, director relationship
 
Other expenses collected
 
Chilean pesos
 
Chile
 
                 5,464
 
5,464
 
3,922
 
3,922
88.417.000-1
 
Sky Airline S.A.                                           
 
Company, director relationship
 
Purchase of airline tickets
 
Chilean pesos
 
Chile
 
                      -
 
-
 
46
 
(46)
79689080-0
 
Inversiones e Inmobiliaria Inmo Ltda.
 
Company, director relationship
 
Services provided
 
Chilean pesos
 
Chile
 
                      -
 
-
 
300,000
 
300,000
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Financial retail income
 
Chilean pesos
 
Chile
 
        14,642,163
 
14,642,163
 
-
 
-
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Cencosud Card sales
 
Chilean pesos
 
Chile
 
      519,182,170
 
-
 
-
 
-
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Leases collected
 
Chilean pesos
 
Chile
 
               89,588
 
89,588
 
-
 
-
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Statements collection
 
Chilean pesos
 
Chile
 
      671,579,842
 
-
 
-
 
-
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Merchandise buying
 
Chilean pesos
 
Chile
 
             524,058
 
524,058
 
-
 
-
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Associate                             
 
Gift Cards buying
 
Chilean pesos
 
Chile
 
             467,512
 
467,512
 
-
 
-
77.218.570-7
 
CAT Corredores de Seguros y Servicios S.A.
 
Associate                             
 
Gift Cards buying
 
Chilean pesos
 
Chile
 
                 2,405
 
2,405
 
-
 
-
77.218.570-7
 
CAT Corredores de Seguros y Servicios S.A.
 
Associate                             
 
Leases collected
 
Chilean pesos
 
Chile
 
                 2,016
 
2,016
 
-
 
-
77.218.570-7
 
CAT Corredores de Seguros y Servicios S.A.
 
Associate                             
 
Merchandise buying
 
Chilean pesos
 
Chile
 
             145,126
 
145,126
 
-
 
-
77.218.570-7
 
CAT Corredores de Seguros y Servicios S.A.
 
Associate                             
 
Financial retail income
 
Chilean pesos
 
Chile
 
             355,977
 
355,977
 
-
 
-
76.388.155-5
 
Servicios Integrales S.A.
 
Associate                             
 
Merchandise buying
 
Chilean pesos
 
Chile
 
                    616
 
616
 
-
 
-
76.388.155-5
 
Servicios Integrales S.A.
 
Associate                             
 
Gift Cards buying
 
Chilean pesos
 
Chile
 
             201,053
 
201,053
 
-
 
-
76.388.146-6
 
Operadora de Procesos S.A.
 
Associate                             
 
Commissions payment
 
Chilean pesos
 
Chile
 
          4,820,649
 
(4,820,649)
 
-
 
-
76.388.146-6
 
Operadora de Procesos S.A.
 
Associate                             
 
Financial retail income
 
Chilean pesos
 
Chile
 
          6,535,534
 
6,535,534
 
-
 
-
 
 
F-70

 
 
Addition information required by SVS (Superintendencia de Valores y Seguros) as per communication N°3592 dated January 31, 2014.

a)  
Transactions between the holding company Cencosud S.A and its direct and indirect subsidiaries (eliminated in the consolidation process).

Tax ID Number
 
Company
 
Nature of
relationship
 
Transaction
description
 
Currency
 
Country
 
12/31/2015
 
Impact to
profit or loss
(charge
/credit)
 
12/31/2014
 
Impact to
profit or loss
(charge
/credit)
                       
ThCh$
 
ThCh$
 
ThCh$
 
ThCh$
93.834.000-5
 
Cencosud Chile S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
81,238,282
 
(81,238,282)
 
77,292,455
 
(77,292,455)
93.834.000-5
 
Cencosud Chile S.A.
 
Common control
 
Push partner income
 
Chilean peso
 
Chile
 
1,124,281
 
(1,124,281)
 
-
 
-
94.226.000-8
 
Cencosud Shopping Centers S.A.
 
Common control
 
Leases
 
Chilean peso
 
Chile
 
65,436,036
 
(65,436,036)
 
63,018,336
 
(63,018,336)
94.226.000-8
 
Cencosud Shopping Centers S.A.
 
Common control
 
Utilities
 
Chilean peso
 
Chile
 
13,942,104
 
(13,942,104)
 
17,232,385
 
(17,232,385)
84.671.700-5
 
Cencosud Retail S.A.
 
Common control
 
Leases
 
Chilean peso
 
Chile
 
20,524
 
(20,524)
 
187,220
 
(187,220)
84.671.700-5
 
Cencosud Retail S.A.
 
Common control
 
Sales of inventory
 
Chilean peso
 
Chile
 
15,271,895
 
(15,271,895)
 
14,794,721
 
(14,794,721)
78.410.990-8
 
Adm. del Centro Comercial Alto las Condes Ltda.
 
Common control
 
Utilities
 
Chilean peso
 
Chile
 
26,532,629
 
(26,532,629)
 
23,826,124
 
(23,826,124)
96.671.750-5
 
Easy S.A.
 
Common control
 
Sale of inventory
 
Chilean peso
 
Chile
 
999,773
 
(999,773)
 
970,790
 
(970,790)
78.410.310-2
 
Food & Fantasy  Ltda.
 
Common control
 
Services rendered
 
Chilean peso
 
Chile
 
241
 
(241)
 
30
 
(30)
99.500.840-8
 
CAT Administradora de Tarjetas S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
-
 
-
 
506,013
 
(506,013)
96.732.790-5
 
Inmobiliaria Santa Isabel S.A.
 
Common control
 
Leases
 
Chilean peso
 
Chile
 
496,448
 
(496,448)
 
475,751
 
(475,751)
99.566.580-8
 
Jumbo Administradora S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
-
 
-
 
13,470,106
 
(13,470,106)
88.235.500-4
 
Sociedad Comercial de Tiendas S.A.
 
Common control
 
Leases
 
Chilean peso
 
Chile
 
4,598,865
 
(4,598,865)
 
4,520,709
 
(4,520,709)
76.365.580-6
 
Jumbo Administradora Norte S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
-
 
-
 
20,024,368
 
(20,024,368)
76.365.590-3
 
Easy Administradora Norte S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
-
 
-
 
6,691,396
 
(6,691,396)
76.433.310-1
 
Costanera Center S.A.
 
Common control
 
Easement
 
Chilean peso
 
Chile
 
23,537,138
 
(23,537,138)
 
26,202,640
 
(26,202,640)
77.312.480-9
 
Administradora de Servicios Paris Ltda.
 
Common control
 
Commissions
 
Chilean peso
 
Chile
 
-
 
-
 
9,826
 
(9,826)
76.476.830-2
 
Cencosud Fidelidad S.A.
 
Common control
 
Services rendered
 
Chilean peso
 
Chile
 
27,798,758
 
(27,798,758)
 
29,187,114
 
(29,187,114)
76.568.660-1
 
Cencosud Administradora de Procesos S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
-
 
-
 
2,356,186
 
(2,356,186)
76.023.825-2
 
Cencosud Servicios Integrales S.A.
 
Common control
 
Commissions
 
Chilean peso
 
Chile
 
-
 
-
 
4,458,884
 
(4,458,884)
77.302.910-k
 
Logística y Distribución Paris Ltda.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
5,402,973
 
(5,402,973)
 
5,000,345
 
(5,000,345)
78.448.780-6
 
Paris Administradora Sur Ltda.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
78,052,314
 
(78,052,314)
 
77,038,515
 
(77,038,515)
77.251.760-2
 
Jumbo Supermercados Administradora Ltda.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
166,139,260
 
(166,139,260)
 
65,019,331
 
(65,019,331)
79.829.500-4
 
Eurofashion Ltda.
 
Common control
 
Sale of inventory
 
Chilean peso
 
Chile
 
17,509,913
 
(17,509,913)
 
15,672,569
 
(15,672,569)
76.062.794-1
 
Santa Isabel Administradora S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
116,069,549
 
(116,069,549)
 
106,633,395
 
(106,633,395)
O-E
 
Cencosud (Shanghai) Trading Co., Ltd
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
2,716,281
 
(2,716,281)
 
2,016,567
 
(2,016,567)
96.988.700-2
 
MegaJohnson's Administradora S.A.
 
Common control
 
Admin and operational fees
 
Chilean peso
 
Chile
 
17,087,177
 
(17,087,177)
 
10,536,486
 
(10,536,486)
76.203.299-6
 
Comercializadora Costanera Center S.P.A.
 
Common control
 
Leases
 
Chilean peso
 
Chile
 
5,796,597
 
(5,796,597)
 
5,934,388
 
(5,934,388)
76.203.299-6
 
Comercializadora Costanera Center S.P.A.
 
Common control
 
Utilities
 
Chilean peso
 
Chile
 
1,228,878
 
(1,228,878)
 
3,118,535
 
(3,118,535)
O-E
 
Cencosud Argentina S.A.
 
Common control
 
Leases
 
Argentine peso
 
Argentina
 
14,881,571
 
(14,881,571)
 
12,131,063
 
(12,131,063)
O-E
 
Cencosud Argentina S.A.
 
Common control
 
Utilities
 
Argentine peso
 
Argentina
 
10,206,500
 
(10,206,500)
 
7,859,099
 
(7,859,099)
O-E
 
Cencosud Argentina S.A.
 
Common control
 
Sale of inventory
 
Argentine peso
 
Argentina
 
-
 
-
 
1,513,651
 
(1,513,651)
O-E
 
Cencosud Argentina S.A.
 
Common control
 
Commissions
 
Argentine peso
 
Argentina
 
11,468,530
 
(11,468,530)
 
14,519,700
 
(14,519,700)
O-E
 
Jumbo Retail Argentina S.A.
 
Common control
 
Leases
 
Argentine peso
 
Argentina
 
624,547
 
(624,547)
 
209,253
 
(209,253)
O-E
 
Jumbo Retail Argentina S.A.
 
Common control
 
Push partner income
 
Argentine peso
 
Argentina
 
7,264,708
 
(7,264,708)
 
-
 
-
O-E
 
Jumbo Retail Argentina S.A.
 
Common control
 
Sale of inventory
 
Argentine peso
 
Argentina
 
4,827,006
 
(4,827,006)
 
9,189,946
 
(9,189,946)
O-E
 
Invor S.A.
 
Common control
 
Leases
 
Argentine peso
 
Argentina
 
309,634
 
(309,634)
 
403,995
 
(403,995)
 
 
F-71

 
 
b)  
Financing activities between related parties and their conditions

As of December 31, 2015
 
Grantor
 
Tax ID
 
Country
 
Receiving entity
 
Instrument
 
Currency
 
Rate
 
Loans granted in local currency
 
Settlements made in local currency
 
Grant date
 
Maturity date
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Retail S.A.
 
Fund transfer
 
Chilean peso
 
-
 
1,774,157,457
 
1,673,767,961
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Shopping Centers S.A.
 
Fund transfer
 
Chilean peso
 
-
 
154,845,449
 
176,758,688
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Administradora Centro Comercial Alto Las Condes Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
58,655,648
 
60,798,126
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Easy S.A.
 
Fund transfer
 
Chilean peso
 
-
 
394,740,027
 
388,180,042
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Comercial Food And Fantasy Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
2,130,612
 
2,164,573
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Internacional Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
37,373,583
 
12,183,441
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Administradora de Tarjetas S.A.
 
Fund transfer
 
Chilean peso
 
-
 
597,198,944
 
546,919,156
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Jumbo Administradora Temuco S.A.
 
Fund transfer
 
Chilean peso
 
-
 
278,733
 
131,799
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Corredora de Seguros Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
-
 
5,034
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Sociedad Comercial de Tiendas S.A.
 
Fund transfer
 
Chilean peso
 
-
 
5,119,989
 
10,247,209
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Jumbo Administradora Norte Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
841,996
 
305,284
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Easy Administradora Norte S.A.
 
Fund transfer
 
Chilean peso
 
-
 
5,083,514
 
438,318
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Costanera Centers S.A.
 
Fund transfer
 
Chilean peso
 
-
 
12,200,625
 
8,182,460
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Fidelidad S.A.
 
Fund transfer
 
Chilean peso
 
-
 
17,935,668
 
22,205,523
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Administradora de Procesos S.A.
 
Fund transfer
 
Chilean peso
 
-
 
5,762,410
 
9,801,536
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Servicios Integrales S.A.
 
Fund transfer
 
Chilean peso
 
-
 
898,113
 
797,000
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Servicios Integrales S.A.
 
Fund transfer
 
Chilean peso
 
-
 
3,611,129
 
4,584,129
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Logistica y Distribución Paris Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
6,609,142
 
7,029,476
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Paris Administradora Sur Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
129,979
 
210,078
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Administradora y Comercial Puente Alto Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
159,707,957
 
171,751,388
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Paris Administradora Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
81,718,143
 
92,433,199
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Santa Isabel Administradora Norte S.A.
 
Fund transfer
 
Chilean peso
 
-
 
-
 
366,550
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Santa Isabel Administradora Sur S.A.
 
Fund transfer
 
Chilean peso
 
-
 
7,248
 
392,993
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Eurofashion Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
58,098,230
 
57,546,237
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Santa Isabel Administradora S.A.
 
Fund transfer
 
Chilean peso
 
-
 
140,141,721
 
168,519,298
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Administradora TMO S.A.
 
Fund transfer
 
Chilean peso
 
-
 
80,258
 
290,608
 
Throughout 2015
 
-
 
 
F-72

 
 
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Sociedad Comercializadora de Vestuario FES Ltda.
 
Fund transfer
 
Chilean peso
 
-
 
11,491
 
5,914
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
MegaJohnson's Maipú S.A.
 
Fund transfer
 
Chilean peso
 
-
 
70
 
-
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
MegaJohnson's Puente S.A.
 
Fund transfer
 
Chilean peso
 
-
 
-
 
1,011,122
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
MegaJohnson's Administradora S.A.
 
Fund transfer
 
Chilean peso
 
-
 
25,004,931
 
21,979,524
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Johnson's Mega San Bernardo S.A.
 
Fund transfer
 
Chilean peso
 
-
 
182,135
 
-
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Retail Administradora S.A.
 
Fund transfer
 
Chilean peso
 
-
 
10,479,245
 
9,936,896
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Comercializadora Contanera Center SPA
 
Fund transfer
 
Chilean peso
 
-
 
20,601,202
 
43,791,745
 
Throughout 2015
 
-
Cencosud Brasil Comercial
 
93.834.000-5
 
Brasil
 
Perini Comercial de Alimentos Ltda
 
Fund transfer
 
Reals
 
125% CDI
 
-
 
120,140
 
Throughout 2015
 
-
Cencosud Brasil Comercial
 
O-E
 
Brasil
 
Mercantil Rodriguez
 
Fund transfer
 
Reals
 
125% CDI
 
4,090,140
 
-
 
Throughout 2015
 
-
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Brasil S.A.
 
Loan
 
US Dollar
 
3.68%
 
350,000,000
 
-
 
18-02-2015
 
19-02-2018
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Brasil S.A.
 
Loan
 
US Dollar
 
3.62%
 
58,000,000
 
-
 
28-01-2015
 
28-01-2016
Cencosud S.A.
 
93.834.000-5
 
Chile
 
Cencosud Perú S.A
 
Loan
 
Peruvian Sol
 
5.13%
 
167,000,000
 
-
 
02-06-2015
 
29-11-2015
Jumbo Retail S.A.
 
O-E
 
Argentina
 
 Cavas y Viñas El Acequión S.A.
 
Loan
 
Argentine peso
 
18.50%
 
1,500,000
 
-
 
18-03-2015
 
17-03-2016
Jumbo Retail S.A.
 
O-E
 
Argentina
 
 Cavas y Viñas El Acequión S.A.
 
Loan
 
Argentine peso
 
18.50%
 
800,000
 
-
 
19-03-2015
 
18-03-2016
Jumbo Retail S.A.
 
O-E
 
Argentina
 
 Cavas y Viñas El Acequión S.A.
 
Loan
 
Argentine peso
 
18.50%
 
3,220,852
 
-
 
17-05-2015
 
13-11-2015
Jumbo Retail S.A.
 
O-E
 
Argentina
 
Pacuy
 
Loan
 
Argentine peso
 
18.50%
 
2,018,781
 
-
 
29-05-2015
 
25-11-2015
Unicenter S.A.
 
O-E
 
Argentina
 
 Agrojumbo S.A.
 
Loan
 
Argentine peso
 
18.50%
 
13,337,944
 
-
 
02-09-2015
 
29-02-2016
Unicenter S.A.
 
O-E
 
Argentina
 
 Agrojumbo S.A.
 
Loan
 
Argentine peso
 
18.50%
 
5,457,599
 
-
 
02-09-2015
 
29-02-2016
Agropecuaria Anjullón S.A.
 
O-E
 
Argentina
 
 Cavas y Viñas El Acequión S.A.
 
Loan
 
Argentine peso
 
18.50%
 
773,673
 
-
 
11-09-2015
 
09-03-2016
Agropecuaria Anjullón S.A.
 
O-E
 
Argentina
 
 Cavas y Viñas El Acequión S.A.
 
Loan
 
Argentine peso
 
18.50%
 
773,673
 
-
 
20-09-2015
 
18-03-2016
 
 
F-73

 
 
9.4
Board of Directors and key management of the Company
 
The Board of Directors as of December 31, 2015 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
 
Key management of the Company as of December 31, 2015 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
 
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 24, 2015, set the following amounts for the 2014 period:

Fees paid for attending Board sessions: payment of UF 330 (equivalent to ThCh$ 8,458) 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$   2,819) for each session they attend.
 
 
F-74

 
 
The details of the amount paid to Directors for the years ended December 31, 2015, 2014 and 2013, are as follows:
 
       
For the year ended December 31,
 
Name
 
Role
 
2015
   
2014
   
2013
 
       
ThCh$
   
ThCh$
   
ThCh$
 
Horst Paulmann Kemna
 
Chairman
    198,458       184,487       147,291  
Heike Paulmann Koepfer
 
Director
    99,229       92,243       73,646  
Peter Paulmann Koepfer
 
Director
    99,229       92,243       73,646  
Cristián Eyzaguirre Johnston
 
Director
    99,229       92,243       79,771  
Roberto Oscar Philipps
 
Director
    132,305       122,991       98,225  
Sven von Appen Behmann
 
Director
    -       -       18,283  
Erasmo Wong Lu Vega (*)
 
Director
    65,549       92,243       73,646  
David Gallagher Patrickson
 
Director
    132,305       122,991       98,225  
Julio Moura
 
Director
    99,229       92,243       73,646  
Richard Bûchi Buc
 
Director
    132,305       122,991       73,816  
                             
Total
        1,057,838       1,014,675       810,195  
 
(*) Mr. Erasmo Wong Lu resigned to his designation as Director, with effective date as from August 26th, 2015.
 
9.6
Compensation paid to senior management
 
   
For the year ended December 31,
 
Key management compensation
 
2015
   
2014
   
2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Salary and other short term employee benefits
    5,365,049       5,195,504       6,255,270  
Shares—based payments
    1,039,827       612,501       983,730  
                         
Total
    6,404,876       5,808,005       7,239,000  

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.
 
10
Inventory

The composition of this item as of December 31, 2015 and 2014 is as follows:
 
   
As of December 31,
 
Inventory category
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Raw materials
    5,687,964       6,804,775  
Goods
    1,196,132,051       1,239,992,637  
Provisions
    (133,510,682 )     (152,187,829 )
                 
Total
    1,068,309,333       1,094,609,583  
 
 
F-75

 

The composition of inventories by business line as of December 31, 2015 and 2014 is as follows:
 
   
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  
 
   
As of December 31, 2014
 
Inventory category
 
Department
stores
   
Supermarkets
   
Home
improvement
   
Total
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
Raw material
    2,116,044       4,688,732       -       6,804,776  
Goods
    153,451,257       695,898,980       238,454,570       1,087,804,807  
                                 
Total
    155,567,301       700,587,712       238,454,570       1,094,609,583  
                                 

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, 2015 and December 31, 2014 accounted for to its net realizable value less selling costs, provides for:

Current Inventories:
 
   
Inventories at net realizable
as of December 31,
 
Inventories at net realizable value
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Inventory                                                                                   
    69,009,364       59,318,630  
                 
Total                                                                                   
    69,009,364       59,318,630  
                 
 
   
Balance as of December 31,
 
Net realizable value movements
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Beginning Balance
    59,318,630       46,104,966  
Increase of Inventory to NRV (Net Realizable Value)
    20,881,321       20,798,098  
Decrease of Inventory to NRV (Net Realizable Value)
    (11,190,587 )     (7,584,434 )
                 
Total
    69,009,364       59,318,630  
 
 
F-76

 
 
Other information relevant to inventory:
 
   
For the periods between
 
   
01/01/2015
   
01/01/2014
   
01/01/2013
 
Additional information inventory
 
12/31/2015
   
12/31/2014
   
12/31/2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Cost of inventories recognized as expenses during the year
    7,351,891,515       7,377,823,134       6,922,055,443  
 
Provision movements:
 
   
Balance as of December 31,
 
Provisions
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Beginning Balance
    131,827,604       113,906,489  
Amount of sales of inventory
    7,019,718       47,902,756  
Amount of reversals of inventory reductions
    (5,336,640 )     (9,621,416 )
                 
Total
    133,510,682       152,187,829  

The circumstances or events that led to the reversal of any write-down of inventories at December 31, 2015 and 2014, 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.
 
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, 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  
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  
 
(*) Other increase (decrease) includes dividends paid and dividend accrued from Inmobiliaria Mall Viña Del Mar S.A., as of December 31, 2015. This column also 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. y 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%) -M $ 30,347,561, fair value - M $ 131,544,518, capital contribution - M $ 30,132,966 and accrued minimum dividend - M $ (3,707,894).

As of December 31, 2015 the Group is analyzing the goodwill initially determined in the acquisition of non-controlling interests in CAT Administradora de Tarjetas S.A., Servicios Integrales S.A., Operadora de Procesos S.A. y CAT Corredores de Seguros y Servicios S.A., for the purposes of identifying intangible assets or fair value adjustments to assets and liabilities acquired.  The Management believes that this evaluation will be completed during the first half 2016.
 
 
F-77

 
 
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
(decrease)
   
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       8,856,880       -       (6,250,653 )     51,495,487  
                                                                 
Total
                            49,942,154       8,893,120       8,274       (6,595,634 )     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 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. Associated listed above are private companies and there is no available quoted market price for their actions.
 
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, 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       174,989,942       587,531,093       2,383,384       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       444,551,416       629,294,944       117,980,763       203,653,590       152,810,485       50,843,105  
 
The information regarding investments in associates as of December 31, 2014 is as follows:

   
At December 31, 2014
 
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.
    42.5       5,156,260       220,255       982,387       2,623,712       7,581,053       7,180,935       400,118  
Carnes Huinca S.A.
    50.00       129,358       160,144       1,719,006       -       467,017       734,637       (267,620 )
Inmobiliaria Mall Viña del Mar S.A.
    33.33       33,586,345       244,982,888       13,689,029       110,370,471       24,660,719       (2,424,743 )     18,517,750  
                                                                 
Total
            38,871,963       245,363,287       16,390,422       112,994,183       32,708,789       5,490,829       18,650,248  

 
F-78

 
 
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, 2015 and 2014 is as follows:
 
   
As of December 31,
 
Intangibles assets other than goodwill net
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Finite life intangible assets, net
    133,909,906       125,471,527  
Indefinite life intangible assets, net
    267,839,511       275,070,653  
                 
                 
Intangible assets, net
    401,749,417       400,542,180  
                 
                 
                 
Patents, Trade Marks and Other Rights, Net
    267,839,511       275,070,653  
Software (IT)
    103,417,708       88,441,290  
Other Identifiable Intangible Assets, net
    30,492,198       37,030,237  
                 
                 
Identifiable Intangible Assets, Net
    401,749,417       400,542,180  
 
Intangibles assets other than goodwill gross
 
As of December 31,
 
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Finite life intangible assets, Gross
    253,636,682       216,527,275  
Indefinite life intangible assets, Gross
    267,839,511       275,070,653  
                 
                 
Intangible Assets, Gross
    521,476,193       491,597,928  
                 
                 
Patents, Trade Marks and Other Rights, Gross
    267,839,511       275,070,653  
Software (IT)
    203,727,371       160,757,436  
Other Identifiable Intangible Assets, Gross
    49,909,311       55,769,839  
                 
                 
Identifiable Intangible Assets, Gross
    521,476,193       491,597,928  
                 
 
 
F-79

 
 
   
As of December 31,
 
Accumulated amortization and value impairment
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Finite life intangible assets
    (119,726,776 )     (91,055,748 )
Indefinite life intangible assets
    -       -  
                 
                 
Intangible Assets, Gross
    (119,726,776 )     (91,055,748 )
                 
                 
Software (IT)
    (100,309,663 )     (72,316,146 )
Other Identifiable Intangible Assets
    (19,417,113 )     (18,739,602 )
                 
                 
Accumulated amortization and value impairment
    (119,726,776 )     (91,055,748 )
                 

Other identifiable intangible assets mainly correspond to customer’s data base.

The Group performs an annual recoverability analysis, according to the criteria described in note 2.11 “under Impairment loss of non-financial assets IAS 36 “impairment of assets.”. 

The detail of the useful lives applied to intangible assets as of December 31, 2015 and 2014 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, 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 )
Other Increase (decrease)
    -       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  
                                 

 
F-80

 
 
The movement of intangible assets as of and for the year ended December 31, 2014 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, 2014
    470,439,865       61,048,198       40,133,444       571,621,507  
Additions
    -       19,709,085       -       19,709,085  
Retirements
    -       (348,314 )     -       (348,314 )
Amortization
    -       (14,699,383 )     (2,315,992 )     (17,015,375 )
Increase (decrease) in foreign exchange
    10,239,485       (2,813,769 )     134,265       7,559,981  
Reclassification to held for sale
    (205,608,697 )     (3,526,108 )     99,484       (209,035,321 )
Other Increase (decrease)
    -       29,071,581       (1,020,964 )     28,050,617  
                                 
Balance at December 31, 2014
    275,070,653       88,441,290       37,030,237       400,542,180  
 
The details of the amounts of identifiable intangible assets that are individually significant as of December 31, 2015 and 2014 are as follows:
 
Individually significant identifiable Intangible assets
 
Book
Value
2015
   
Book
Value
2014
 
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
    33,189,716       33,189,716  
Indefinite
 
Peru
 
Supermarkets
Metro Brand
    72,413,925       72,413,925  
Indefinite
 
Peru
 
Supermarkets
Bretas Brand
    14,949,332       19,137,928  
Indefinite
 
Brazil
 
Supermarkets
Perini Brand
    669,376       856,926  
Indefinite
 
Brazil
 
Supermarkets
Prezunic Brand
    10,189,637       13,044,633  
Indefinite
 
Brazil
 
Supermarkets
                           
Total
    267,839,511       275,070,653            

The factors for considering the brands with indefinite useful lives over time are the following:

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.
 
 
F-81

 
 
The charge to profit and loss for amortization of intangibles for the years ended December 31, 2015, 2014 and 2013, is detailed below:
 
   
As of December 31,
 
Item line in statement of income which includes amortization of identifiable Intangible assets
 
2015
   
2014
   
2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Administrative expenses (see note 25.3)
    28,671,028       17,015,375       14,101,251  
                         
Total
    28,671,028       17,015,375       14,101,251  
                         

As of December 31, 2015, 2014 and 2013, there are no relevant intangible assets encumbered. There are also no restrictions on ownership of them.

As of December 31, 2015, 2014 and 2013, there are no commitments to acquire intangible assets.
No significant intangible assets that have been fully depreciated are in use as of December 31, 2015.
 
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.

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, 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  
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  

 
F-82

 
 
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 worsened from the 2nd quarter of this year. 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.

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 M $116,771,460 (BRL $ 566 million).

The Supermarkets – Brazil impairment loss of goodwill, effective at June 30 2015, has been recognized within the consolidated statement of comprehensive income by function, under the "Other gains and losses" line (see 15.4). This impairment does not represent any impact over the Company’s cash flows.

 
According to IAS 36.124, the reversal of an impairment loss for goodwill is prohibited.

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, 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.
 
 
F-83

 
 
13.4 Key assumptionsfor the 2015 test

a)  
Discount rate

The real discount rate applied to annual test conducted in September 2015, 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:
 
   
2015
 
Segment and Country
 
Chile
   
Argentina
   
Peru
   
Colombia
   
Brazil
 
   
%
   
%
   
%
   
%
   
%
 
Supermarkets
    8.62       32.65       9.31       8.76       9.65  
Home Improvement
    7.87       -       -       -       -  
Department stores
    8.48       35.40       -       -       -  

   
2014
 
Segment and Country
 
Chile
   
Argentina
   
Peru
   
Colombia
   
Brazil
 
   
%
   
%
   
%
   
%
   
%
 
Supermarkets
    9.60       31.07       10.65       9.51       10.30  
Home Improvement
    9.17       -       -       -       -  
Department stores
    9.54       34.33       -       -       -  
 
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 (2016-2020), and perpetuity beyond this tranche. As an exception, the Supermarkets – Colombia segment has been forecasted in a nine years horizon, as a result of the recent inclusion of the Jumbo and Metro brands. These brands are on a pathway to maturity after the purchase and absorption of the Carrefour operations in Colombia since 2012.

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 rate are applied in determining the net present value of projected cash flows, operating costs, and market prices of the goods and services traded.
 
For purposes of the annual impairment test sensitizations are performed on critical variables that affect the financial projections. This awareness is a range of variation of 5% for WACC discount rate (measured in real terms), and 10% for the growth rate of perpetuity.

If EBITDA margin used in the value in use calculation for the group of UGEs Supermarkets - Colombia, or if the estimated cost of capital used in determining the discount rate for the group of UGEs aforementioned, had been 5% higher, than management´s estimates, both changes taken in isolation, the recoverable amount determined by value in use calculation, still remains in an amount similar to the goodwill carrying amount, with a small surplus.

If EBITDA margin used in the value in use calculation for the group of UGEs Supermarkets -Brazil, or if the estimated cost of capital used in determining the discount rate for the group of UGEs aforementioned, had been 5% higher, than the management´s estimates, both changes taken in isolation, the recoverable amount determined by value in use calculation, remains in an amount higher than similar to the goodwill carrying amount, with a small surplus.

The recoverable amount exceeded the CGU’s carrying amounts of each group of CGU, as of September 30, 2015 when annual test were performed. On the same way, sensibility analysis also produced recoverable amounts higher than their respective carrying amounts. The Management did not identify a reasonably possible change in the tested assumptions that could cause the carrying value exceeds the recoverable amount.
 
 
F-84

 
 
14           Property, plant and equipment

14.1           The composition of this item as of December 31, 2015 and 2014 is as follows:
 
   
As of December 31,
 
   
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Construction in progress                                                            
    63,017,895       108,039,312  
Land                                                            
    725,437,554       771,941,960  
Buildings                                                            
    1,075,995,255       1,138,386,080  
Plant and equipment                                                            
    246,716,665       271,557,150  
Information technology equipment                                                            
    32,046,485       41,570,626  
Fixed installations and accessories                                                            
    343,696,782       383,530,334  
Motor vehicles                                                            
    577,489       3,256,956  
Leasehold improvements                                                            
    202,460,078       260,036,836  
Other property plant and equipment                                                            
    21,542,427       31,409,202  
                 
                 
Totals                                                            
    2,711,490,630       3,009,728,456  
 
   
As of December 31,
 
Property, plant and equipment categories, gross
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Construction in progress
    63,017,895       108,039,312  
Land
    725,437,554       771,941,960  
Buildings
    1,310,237,782       1,307,766,446  
Plant and equipment
    608,586,845       574,031,893  
Information technology equipment
    142,496,186       140,855,699  
Fixed installations and accessories
    732,584,234       730,008,063  
Motor vehicles
    4,640,629       7,848,595  
Leasehold improvements
    274,904,826       316,018,733  
Other property plant and equipment
    27,627,230       36,689,120  
                 
                 
Totals
    3,889,533,181       3,993,199,821  
 
   
As of December 31,
 
Accumulated depreciation and impairment of property, plant and equipment
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Buildings
    (234,242,527 )     (169,380,366 )
Plant and equipment
    (361,870,180 )     (302,474,743 )
Information technology equipment
    (110,449,701 )     (99,285,073 )
Fixed installations and accessories
    (388,887,452 )     (346,477,729 )
Motor vehicles
    (4,063,140 )     (4,591,639 )
Leasehold improvements
    (72,444,748 )     (55,981,897 )
Other property plant and equipment
    (6,084,803 )     (5,279,918 )
Totals
    (1,178,042,551 )     (983,471,365 )

 
F-85

 

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 .
 
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, 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 )
Transfer to (from) non—current assets and disposal groups held for sale
    -       -       -       -       -       -       -       -       -       -  
Transfers to (from) investment properties
    8,913,555       -       2,988,070       -       -       3,686,245       -       -       -       15,587,870  
Other Increase/(decrease)
    (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 )
Increase (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  
 
 
F-86

 
 
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 (from) non—current assets and disposal groups held for sale
    (153,192 )     -       -       (1,063,820 )     (737,816 )     (697,955 )     -       -       -       (2,652,783 )
Transfers to (from) 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  
 
The following chart shows a detailed roll-forward of changes in property, plant and equipment; by class between January 1, 2013 and December 31, 2013:

Movement year 2013
 
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, 2013
    277,245,095       786,367,971       1,121,151,675       275,363,368       32,063,673       393,271,556       1,854,965       195,341,364       51,868,443       3,134,528,110  
Charge
                                                                               
Additions
    87,527,955       15,341,731       29,421,393       23,910,995       8,908,011       30,801,595       26,999       41,061,452       7,585,256       244,585,387  
                                                                                 
Disposals
                                  (1,827 )       (201,455 )                 (203,282 )
Transfer to (from) non—current assets and disposal groups held for sale
                                                           
Transfers to (from) investment properties
    (11,695,675 )     37,592       (575,206 )                 655,702                   (18,593 )     (11,596,180 )
Disposals through business divestiture
                                                           
Removal
    (6,532 )     (33,944 )     (614,499 )     (864,775 )     (108,519 )     (642,688 )     (242 )     (346,263 )     (720 )     (2,618,182 )
Depreciation expenses
                    (29,006,983 )     (50,637,568 )     (11,832,075 )     (61,364,962 )     (686,065 )     (14,201,074 )     (5,921,663 )     (173,650,390 )
Increase (decrease) in foreign exchange
    (7,764,143 )     (26,713,784 )     (21,491,905 )     (11,910,988 )     566,083       (13,360,842 )     (43,916 )     (11,246,577 )     2,804,477       (89,161,595 )
Transfer from construction in progress
    (148,652,964 )     (19,543,032 )     60,160,808       34,292,037       6,365,210       40,545,416       241,936       20,222,017       6,368,572        
                                                                                 
Total changes
    (80,591,359 )     (30,911,437 )     37,893,608       (5,210,299 )     3,898,710       (3,367,606 )     (662,743 )     35,489,555       10,817,329       (32,644,242 )
                                                                                 
Final balance as of December 31, 2013
    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  

 
F-87

 

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, 2015 and 2014 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, 2015 and 2014, properties, plant and equipment granted as security amounted ThCh$ 3,630,138 and ThCh$ 4,154,567, respectively, whose details are shown in Note 31.1 Guarantees Granted. Nevertheless, there are no restrictions on ownership of assets.

14.8
Commitments to acquire assets

As of December 31, 2015, there are commitments to acquire property, plant and equipment of ThCh$ 59,290,755. (As of December 31, 2014 there are commitments to acquire property, plant or equipment of ThCh$ 76,028,453).

14.9
Assets out of service

As of December 31, 2015 and 2014, 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 assets that are fully depreciated and that are in use as of December 31, 2015 and 2014. 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. The Company has not recognized losses or reversals of impairment affecting profit and loss as of December 31, 2015 and December 31, 2014.

14.12
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 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.

 
F-88

 

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 4.5 “Estimates, judgment or criteria applied by management”.

15.1
The roll-forward of investment properties at December 31, 2015 and 2014 is the following:
 
   
As of December 31,
 
Roll-forward of investment properties, net, fair value method
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Investment properties, net, initial value
    1,663,592,396       1,568,432,058  
Revaluation, adjustment to fair value gains
    198,154,988       100,772,615  
Additions, Investment Properties, Fair Value Method
    6,404,431       25,060,310  
Transfer to (from) owner-occupied property, investment property, cost model
    (15,587,870 )     (15,535,083 )
Decrease in foreign exchange rate, Investment Properties, Fair Value Method
    (45,468,741 )     (15,137,504 )
                 
Changes in Investment Properties, Fair Value Method, Total
    143,502,808       95,160,338  
                 
                 
Investment Properties, Fair Value Method, Final Balance
    1,807,095,204       1,663,592,396  
 
The value of land measure 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, 2015 and 2014, is the following:

   
As of December 31,
 
Roll-forward of the land included within investment properties, net, fair value method
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Land, net, initial value
    312,213,496       268,286,953  
Revaluation, adjustment to fair value gains
    41,838,118       52,611,395  
Decrease in foreign exchange rate, Fair Value Method
    (29,074,587 )     (8,684,852 )
                 
Changes in Land, Fair Value Method, Total
    12,763,531       43,926,543  
                 
                 
Land Investment Properties, Fair Value Method, Final Balance
    324,977,027       312,213,496  
 
15.2
Income and expense from investment properties
 
   
As of December 31,
 
Income and expense from investment properties
 
2015
   
2014
   
2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Revenue from Investment Property Leases                                                                         
    248,025,700       214,849,681       205,331,757  
Direct Expense of Operation of Investment Properties which generate lease revenue
    82,973,153       62,505,656       62,117,428  
Direct Expense of Operation of Investment Properties which do not generate lease revenue
                 
 
 
F-89

 
 
15.3
As of December 31, 2015, investment properties are not encumbered.

15.4
As of December 31, 2015, there are commitments to acquire investment properties by ThCh$  10,859,113. (ThCh$  18,415,052 as of December 31,2014).

15.5
There are no restrictions on ownership of assets.

15.6
Investment Properties

At December 31, 2015 and 2014, 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 4.5. 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.
 
16
Deferred taxes

The source of the deferred income taxes recorded as of December 31, 2015 and 2014 is the following:

16.1
Deferred income tax assets
 
   
As of December 31,
 
Deferred income tax assets related to
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Fixed assets
    3,249,977       5,171,186  
Accruals
    7,916,959       5,877,466  
Inventories
    56,665,261       31,323,149  
Bad-debt reserve
    16,338,999       21,325,530  
Provisions
    41,621,916       64,519,198  
Vacation / annual leave
    5,444,147       5,159,766  
Tax loss carry-forward
    398,346,540       323,997,790  
Tax credits
    28,292,628       26,966,964  
                 
                 
Total
    557,876,427       484,341,049  
                 
 
 
F-90

 
 
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 the assets.

16.2
Deferred tax liabilities
 
   
As of December 31,
 
Deferred income tax liabilities related to
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Fixed assets
    377,101,618       365,513,998  
Intangibles
    252,321,486       272,912,702  
Accumulations or accruals
    11,816,772       13,874,061  
Foreign currency translation
    13,653,687       15,523,984  
Other
    405,110       -  
                 
                 
Total
    655,298,673       667,824,745  

The analysis of deferred tax assets and deferred tax liabilities is as follows:
 
   
As of December 31,
 
Deferred income tax assets
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Deferred tax assets to be recovered after more than 12 months                                                                                 
    552,432,280       479,181,283  
Deferred tax assets to be recovered within 12 months
    5,444,147       5,159,766  
                 
                 
Deferred tax assets                                                                                 
    557,876,427       484,341,049  
 
   
As of December 31,
 
Deferred income tax liabilities
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Deferred tax liabilities to be recovered after more than 12 months
    (647,657,535 )     (659,005,332 )
Deferred tax liabilities to be recovered within 12 months
    (7,641,138 )     (8,819,413 )
                 
                 
Deferred tax liabilities                                                                                 
    (655,298,673 )     (667,824,745 )
                 
                 
Deferred tax liability (net)                                                                                 
    (97,422,246 )     (183,483,696 )
 
The gross movement on the deferred income tax account is as follows:
 
   
As of December 31,
 
   
2015
   
2014
   
2013
 
   
ThCh$
   
ThCh$
   
ThCh$
 
As of 1 January                                                               
    (183,483,696 )     (159,621,487 )     (178,277,276 )
Effects on statement of profit and loss(*)
    97,487,598       (17,548,140 )     (25,367,188 )
Exchange differences                                                               
    (8,050,864 )     5,098,625       43,802,529  
Tax debited (credited) directly to equity
    (691,408 )     614,276       220,447  
Discontinued operations                                                               
    (2,683,876 )     (12,026,969 )     -  
                         
                         
At 31 December                                                               
    (97,422,246 )     (183,483,696 )     (159,621,488 )

(*) In 2014 the (decrease) increase in assets and liabilities for deferred tax includes effects of the recently enacted tax law en Peru, Chile and Colombia.

The main effect in 2015 income statement results from the deferred related to the goodwill impairment recognized on the Supermarkets – Brazil segment (ThCh$ 38,492,000); and a new ruling issued in Colombia about tax compensations of the CREE tax (ThCh$ 43,696,915).

Consolidated impacts in results are explained in note 26 (corporate income tax).

 
F-91

 

16.3
The deferred tax roll-forward is as follows:
 
   
As of December 31,
 
Movements in deferred tax asset
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Deferred tax assets Initial balance
    484,341,049       311,861,196  
Increase (decrease) in deferred tax assets
    132,750,740       162,085,124  
Increase (decrease) for change in tax rate
    -       15,362,754  
Increase (decrease) in foreign exchange rate
    (59,215,362 )     (4,968,025 )
                 
                 
Deferred tax assets, final balance
    557,876,427       484,341,049  
 
   
As of December 31,
 
Movements in deferred tax liability
 
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Deferred tax liabilities, Initial balance
    (667,824,745 )     (471,482,684 )
Increase (decrease) in deferred tax liabilities
    (38,638,426 )     (171,925,670 )
Increase (decrease) in tax rate
    -       (34,483,041 )
Increase (decrease) in foreign exchange rate
    51,164,498       10,066,650  
                 
                 
Deferred tax liabilities, final balance
    (655,298,673 )     (667,824,745 )
                 

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, 2012
    120,720,440       25,227,789       60,657,224       62,074,943       268,680,396  
Charged (credit) to the Statement of profit and losses
    54,216,492       1,511,174       (1,702,793 )     (10,146,702 )     43,878,171  
Charged directly to equity
    -       -       -       (697,371 )     (697,371 )
                                         
                                         
As of December 31, 2013
    174,936,932       26,738,963       58,954,431       51,230,870       311,861,196  
                                         
Charged (credit) to the Statement of profit and losses
    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  
                                         
                                         
Charged (credit) to the Statement of profit and losses
    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  

 
F-92

 

Deferred tax liabilities
 
Fixed assets
   
Intangibles
   
Capitalized
expenses
   
Other
   
Total
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
As of December 31, 2012
    (333,469,052 )     (89,151,556 )     (14,266,291 )     (10,070,773 )     (446,957,672 )
Charged (credit to the Statement of profit and losses
    (1,858,825 )     (21,543,474 )     6,278,635       (7,401,348 )     (24,525,012 )
                                         
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
    (30,186,121 )     (162,217,672 )     (5,886,405 )     1,948,136       (196,342,062 )
Charged directly to equity
    -       -       -       -       -  
                                         
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
    (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 )
 
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:
 
Concept
 
Gross assets/
liabilities
   
Off-setting
values
   
Net
Balances
 
Deferred income tax assets
    484,341,049       7,057,132       491,398,181  
Deferred income tax liabilities
    (667,824,745 )     (7,057,132 )     (674,881,877 )
Final balance at December 31, 2014
    (183,483,696 )     -       (183,483,696 )
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 )
 
16.5
Current income tax assets and current income tax liabilities

The composition of this item as of December 31, 2015 and 2014 is the following:
 
Current tax assets
 
12/31/2015
   
12/31/2014
 
   
ThCh$
   
ThCh$
 
Current tax assets, total
    61,197,049       54,196,417  
                 
                 
                 
Current tax assets
    61,197,049       54,196,417  
 
 
F-93

 
 
Current income tax liabilities
 
12/31/2015
   
12/31/2014
 
   
ThCh$
   
ThCh$
 
Current income tax liabilities, total
    49,433,829       60,615,912  
                 
                 
                 
Current income tax liabilities
    49,433,829       60,615,912  
 
Non-current tax assets
 
12/31/2015
   
12/31/2014
 
   
ThCh$
   
ThCh$
 
Minimum presume tax asset
    857,294       856,902  
Tax receivable long term
    7,997,053       42,190,641  
                 
                 
Non-current tax assets
    8,854,347       43,047,543  
                 
 
17
Other financial liabilities, current and non-current

The composition of this item as of December 31, 2015 and 2014 is the following:

17.1
Types of interest bearing (accruing) loans

   
Balance as of 12/31/2015
   
Balance as of 12/31/2014
 
Loans
 
Current
   
Non-current
   
Current
   
Non-current
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
Bank loans (*)(1)
    193,821,962       269,733,099       629,083,332       695,092,202  
Bond debt (*)(2)
    61,488,514       2,586,966,437       50,539,046       1,656,384,016  
Other loans—leases (5)
    3,025,088       29,524,500       2,671,208       31,558,878  
Other financial liabilities (hedge derivatives) (4)
    58,029       1,088,321       382,754       -  
Term deposits (3)
    89,791,028       23,601,397       25,347,841       28,315,851  
Term savings accounts
    451,312       -       -       -  
Letters of credit
    -       8,235,348       -       -  
Deposits and other demand deposits
    3,824,992       -       -       -  
Debt purchase Bretas
    -       1,636,153       -       12,697,096  
Debt purchase Prezunic
    -       -       21,539,582       4,891,649  
Debt M. Rodriguez
    -       1,864,286       -       2,092,404  
Debt Johnson’s
    1,388,767       1,388,767       4,003,417       -  
Other Financial liabilities -Other
    2,323,419       -       5,939,949       -  
                                 
Totals Loans
    356,173,111       2,924,038,308       739,507,129       2,431,032,096  
 
(*) 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 subsidiary, Banco Paris in Chile. Deposits taken by Chilean clients of Banco Paris are mainly money market deposits, which are 390 persons and 19 institutions. The average maturity of these deposits is 126 days as of December 31, 2015, and 196 days as of December 31, 2014.
(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-94

 
 
17.2
Bank loans—breakdown of currency and maturity dates
 
At December 31, 2015                       Current    
Non-current
 
                               
Expiration
         
Expiration
       
                    Effective                       Total                       Total non  
        Creditor       Amortization   interest     Nominal    
Up to 90
    90 days to     Current at     1 to 3     
3 to 5
   
5 or more
    current at  
Segment   ID   name   Currency   type   rate     rate    
days
    1 year     12/31/2015     year     years     years     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.
 
USD
 
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
 
Ch$
 
Monthly
    31.50       31.50       651       -       651       -       -       -       -  
    O-E  
BANCO IFC
 
Ch$
 
Monthly
    1.93       1.93       2,775,705       2,719,529       5,495,234       -       -       -       -  
    O-E  
BANCO GALICIA
 
USD
 
Monthly
    30.00       30.00       8,267,250       -       8,267,250       -       -       -       -  
    O-E  
BANCO FRANCES
 
USD
 
Monthly
    31.50       31.50       3,558,750       -       3,558,750       -       -       -       -  
    O-E  
BANCO CIUDAD
 
USD
 
Monthly
    31.00       31.00       7,493,863       -       7,493,863       -       -       -       -  
Colombia
  O-E  
HELM BANK
 
USD
 
Semiannual
    5.96       5.96       -       741,354       741,354       -       -       -       -  
    O-E  
BANCO COLPATRIA
 
USD
 
At maturity
    6.12       6.12       230,064       -       230,064       -       -       -       -  
Brasil
  O-E  
HSBC
 
USD
 
At maturity
    15.97       15.97       13,437,189       40,311,568       53,748,757       -       -       -       -  
    O-E  
HSBC
 
ARS
 
At maturity
    15.85       15.85       2,098,401       6,295,220       8,393,621       -       -       -       -  
    O-E  
SAFRA
     
At maturity
    16.08       16.08       2,247,209       6,741,627       8,988,836       -       -       -       -  
    O-E  
SANTANDER
 
ARS
 
At maturity
    9.40       9.40       318       954       1,272       125,150       51,703       -       176,853  
    O-E  
SANTANDER
 
ARS
 
At maturity
    12.00       12.00       104       311       415       35,757       11,919       -       47,676  
    O-E  
SANTANDER
 
ARS
 
At maturity
    17.61       17.61       8,068,069       -       8,068,069       -       -       -       -  
    O-E  
BANCO DO NORDESTE
 
ARS
 
Monthly
    8.50       8.50       68,675       205,959       274,634       576,489       -       -       576,489  
Perú
  O-E  
SANTANDER
 
USD
 
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-95

 
 
At December 31, 2014                  
Current
   
Non-current
 
                               
Expiration
         
Expiration
       
        Creditor       Amortization   Effective
interest
   
Nominal
    Up to 90    
90 days to 1
   
Total
Current at
   
1 to 3
   
3 to 5
   
5 or more
    Total non current at  
Segment   ID   name   Currency   type   rate     rate     days     year     12/31/2013     year     years    
years
    12/31/2014  
                    %     %    
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
Chile
  97.004.000-5  
BANCO DE CHILE S.A.
 
USD
 
Monthly
    0,74       0,74       6,345,594       -       6,345,594       -       -       -       -  
    97.004.000-5  
BANCO DE CHILE S.A.
 
Ch$
 
At maturity
    4,44       4,19       -       48,928,183       48,928,183       -       -       -       -  
    97.015.000-5  
BANCO SANTANDER CHILE S.A.
 
USD
 
Monthly
    0,76       0,76       9,956,500       -       9,956,500       -       -       -       -  
    97.015.000-5  
BANCO SANTANDER CHILE S.A.
 
Ch$
 
Monthly
    0,37       0,37       -       -       -       -       -       -       -  
    97.015.000-5  
BANCO SANTANDER CHILE S.A.
 
USD
 
Monthly
    0,71       0,71       80,328       -       80,328       -       -       -       -  
    97.015.000-5  
BANCO SANTANDER CHILE S.A.
 
Ch$
 
At maturity
    5,39       4,91       479,854       -       479,854       32,753,765       -       -       32,753,765  
    97.015.000-5  
BANCO SANTANDER CHILE S.A.
 
Ch$
 
At maturity
    6,59       6,28       802,444       -       802,444       -       49,790,285       -       49,790,285  
    97.006.000-6  
BANCO DE CREDITO E INVERSIONES S.A.
 
Ch$
 
ANNUAL
    4,44       4,44       121,792       12,470,629       12,592,421       -       -       -       -  
    97.018.000-1  
BANCO SCOTIABANK
 
Ch$
 
Monthly
    0,27       0,27       60,016,440       -       60,016,440       -       -       -       -  
    97.080.000-K  
BANCO BICE S.A
 
Ch$
 
At maturity
    4,55       4,29       244,530       -       244,530       18,940,445       -       -       18,940,445  
    97.032.000-8  
BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.
 
Ch$
 
Semiannual
    4,28       3,97       4,403,175       3,500,000       7,903,175       62,678,017       -       -       62,678,017  
    97.032.000-8  
BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.
 
Ch$
 
Semiannual
    4,22       4,19       686,432       -       686,432       1,740,985       12,186,894       20,665,082       34,592,961  
    97.032.000-8  
BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.
 
Ch$
 
ANNUAL
    0,72       0,72       2,623,112       -       2,623,112       -       -       -       -  
    97.032.000-8  
BANCO BILBAO VIZCAYA ARGENTARIA CHILE S.A.
 
Ch$
 
Monthly
    0,36       0,36       4,024,656       -       4,024,656       -       -       -       -  
    97.030.000-6  
BANCO DEL ESTADO DE CHILE S.A.
 
Ch$
 
At maturity
    4,31       4,31       19,041       -       19,041       39,155,857       39,754,050       -       78,909,907  
    O-E  
BANCO SCOTIABANK
 
USD
 
Semiannual
    2,11       1,82       -       20,041,910       20,041,910       40,351,158       -       -       40,351,158  
    O-E  
BANCO RABOBANK CURACAO N.V.
 
USD
 
Annual
    4,16       3,86       -       3,285,735       3,285,735       12,135,000       12,074,130       -       24,209,130  
    O-E  
BANCO RABOBANK CURACAO N.V.
 
USD
 
At maturity
    2,12       1,93       156,169       -       156,169       -       20,225,000       9,901,043       30,126,043  
    O-E  
BANCO MIZUHO
 
USD
 
Semiannual
    2,10       1,73       135,634       -       135,634       15,168,750       14,874,819       -       30,043,569  
    O-E  
BANCO SUMITOMO
 
USD
 
Semiannual
    2,06       1,72       132,717       -       132,717       12,135,000       17,911,506       -       30,046,506  
    O-E  
BANCO HSBC
 
USD
 
At maturity
    0,36       0,36       242,188,773       -       242,188,773       -       -       -       -  
                                                                                         
Argentina
  O-E  
BANCO GALICIA
 
ARS
 
Monthly
    31,75       31,75       1,794,597       -       1,794,597       -       -       -       -  
    O-E  
BAPRO
 
ARS
 
MONTHLY
    28,00       28,00       883,494       -       883,494       -       -       -       -  
    O-E  
BANCO GALICIA
 
ARS
 
TRIMESTRAL
    15,01       15,01       262,283       702,603       964,886       -       -       -       -  
    O-E  
BANCO FRANCES
 
ARS
 
MONTHLY
    35,00       35,00       113,552       -       113,552       -       -       -       -  
    O-E  
BANCO GALICIA
 
ARS
 
MONTHLY
    28,00       28,00       10,083       -       10,083       -       -       -       -  
    O-E  
BANCO IFC
 
USD
 
MONTHLY
    1,88       1,88       2,390,249       2,302,207       4,692,456       4,633,786       -       -       4,633,786  
    O-E  
BANCO GALICIA
 
ARS
 
MONTHLY
    15,01       15,01       157,711       496,559       654,270       47       -       -       47  
    O-E  
BANCO ITAU
 
ARS
 
MONTHLY
    29,50       29,50       14,088,930       -       14,088,930       -       -       -       -  
    O-E  
BANCO CIUDAD
 
ARS
 
TRIMESTRAL
    28,00       28,00       3,619,470       -       3,619,470       -       -       -       -  
                                                                                         
Colombia
  O-E  
HELM BANK
 
COP
 
SEMIANNUAL
    6,69       6,69       -       2,271,349       2,271,349       -       -       -       -  
    O-E  
BANCO COLPATRIA
 
COP
 
At maturity
    7,37       7,13       552,825       -       552,825       -       -       -       -  
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    5,00       4,89       42,642       953,492       996,134       -       -       -       -  
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    6,48       6,38       41,550       -       41,550       1,750,000       -       -       1,750,000  
 
 
F-96

 
 
 
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    6,87       6,76       308,688       -       308,688       -       12,750,000       -       12,750,000  
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    6,87       6,76       469,946       -       469,946       -       19,410,586       -       19,410,586  
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    6,85       6,74       78,581       -       78,581       -       3,500,000       -       3,500,000  
    O-E  
BANCO BBVA
 
COP
 
At maturity
    8,31       8,15       475,809       -       475,809       -       16,690,669       -       16,690,669  
    O-E  
BANCO POPULAR
 
COP
 
At maturity
    6,52       6,42       235,421       -       235,421       11,000,000       -       -       11,000,000  
    O-E  
BANCO DE BOGOTÁ
 
COP
 
At maturity
    6,85       6,74       578,130       -       578,130       -       25,750,000       -       25,750,000  
    O-E  
BANCO DADIVENDA
 
COP
 
At maturity
    6,15       5,98       1,044,954       -       1,044,954       -       -       -       -  
    O-E  
BANCO CORPBANCA
 
COP
 
At maturity
    6,29       6,12       4,374,370       -       4,374,370       -       -       -       -  
                                                                                         
Brazil
  O-E  
BRADESCO
 
Real
 
AT MATURITY
    12,15       12,15       10,733       32,200       42,933       7,418,775       -       -       7,418,775  
    O-E  
BRADESCO
 
Real
 
AT MATURITY
    12,76       12,76       45,697,811       -       45,697,811       -       -       -       -  
    O-E  
BRADESCO
 
Real
 
AT MATURITY
    13,28       13,28       412,036       1,236,109       1,648,145       37,984,128       -       -       37,984,128  
    O-E  
HSBC
 
Real
 
AT MATURITY
    13,24       13,24       2,747,171       8,241,514       10,988,685       51,510,497       -       -       51,510,497  
    O-E  
SANTANDER
 
Real
 
AT MATURITY
    12,32       12,32       38,883,671       -       38,883,671       -       -       -       -  
    O-E  
SAFRA
 
Real
 
AT MATURITY
    12,34       12,34       27,510,299       -       27,510,299       -       -       -       -  
    O-E  
BANCO DO BRASIL
 
Real
 
AT MATURITY
    13,07       13,07       2,703,136       8,109,413       10,812,549       -       -       -       -  
    O-E  
BANCO DO NORDESTE
 
Real
 
MONTHLY
    8,50       8,50       86,045       258,047       344,092       813,859       271,287       -       1,085,146  
Peru
  O-E  
BANCO DE CREDITO
 
Soles
 
TRIMESTRAL
    7,34       7,34       321,985       973,674       1,295,659       3,265,561       -       -       3,265,561  
    O-E  
BANK OF TOKIO
 
USD
 
TRIMESTRAL
    2,83       2,83       5,465       8,451,777       8,457,242       12,714,604       -       -       12,714,604  
    O-E  
BANCO DE CREDITO
 
Soles
 
TRIMESTRAL
    7,71       7,71       189,281       -       189,281       10,604,773       3,548,775       -       14,153,548  
    O-E  
BANCO CONTINENTAL
 
USD
 
SEMIANNUAL
    5,15       5,15       352,994       4,870,164       5,223,158       15,793,469       -       -       15,793,469  
    O-E  
BANCO BILBAO VIZCAYA
 
USD
 
TRIMESTRAL
    2,24       2,24       2,416,496       7,169,495       9,585,991       -       -       -       -  
    O-E  
BANCO SCOTIABANK
 
Soles
 
SEMIANNUAL
    7,50       7,50       5,346       2,828,231       2,833,577       5,671,012       -       -       5,671,012  
    O-E  
BANCO CONTINENTAL
 
Soles
 
AT MATURITY
    6,67       6,67       289,967       -       289,967       17,568,588       -       -       17,568,588  
    O-E  
CMAC TRUJILLO
 
Soles
 
AT MATURITY
    5,35       5,35       624,682       -       624,682       -       -       -       -  
    O-E  
CMAC TRUJILLO
 
Soles
 
AT MATURITY
    5,26       5,26       416,219       -       416,219       -       -       -       -  
    O-E  
CMAC TRUJILLO
 
Soles
 
AT MATURITY
    5,30       5,30       208,119       -       208,119       -       -       -       -  
    O-E  
BANCO RIPLEY
 
Soles
 
AT MATURITY
    3,90       3,90       2,638,651       -       2,638,651       -       -       -       -  
    O-E  
BCP
 
Soles
 
AT MATURITY
    6,34       6,34       1,253,228       -       1,253,228       -       -       -       -  
    O-E  
BCP
 
Soles
 
AT MATURITY
    6,34       6,34       1,246,230       -       1,246,230       -       -       -       -  
                                                                                         
       
TOTAL
                            491,960,041       137,123,291       629,083,332       415,788,076       248,738,001       30,566,125       695,092,202  
 
 
F-97

 
 
17.3
Bond debt

17.3.1                      Long Terms Bonds—Short term portion as of December 31, 2015 and December 31, 2014.
 
                                        Periodicity  
Accounting value
   
Inscription
number or
         
Current
nominal
amount
   
Restatement
unit
of the
    Interest    
Effective
interest
       Principal   Amortization             Placement
in Chile
or
ID   Note    Series   placed     bond     rate     rate   Maturity    installment   type   12/31/2015    
12/31/2014
   abroad
                        %     %              
ThCh$
   
ThCh$
   
268      
BJUMB - B1
    324,052    
UF
      6.5       6.9  
01/09/2026
 
Semiannual
 
Semiannual
    622,999       390,674  
Local
268      
BJUMB - B2
    1,620,262    
UF
      6.5       6.9  
01/09/2026
 
Semiannual
 
Semiannual
    3,159,513       3,058,775  
Local
530      
BCENC - E
    2,000,000    
UF
      3.5       4.1  
07/05/2018
 
Semiannual
 
At Maturity
    294,596       292,254  
Local
530      
BCENC - F
    4,500,000    
UF
      4.0       4.3  
07/05/2028
 
Semiannual
 
At Maturity
    680,487       677,615  
Local
551      
BCENC - J
    3,000,000    
UF
      5.7       5.7  
15/10/2029
 
Semiannual
 
Semiannual
    911,732       876,024  
Local
551      
BCENC - L
    -    
UF
      3.9       3.9  
28/05/2015
 
Semiannual
 
Semiannual
    -       6,186,097  
Local
551      
BCENC - N
    4,500,000    
UF
      4.7       5.0  
28/05/2030
 
Semiannual
 
Semiannual S
    468,866       478,782  
Local
551      
BCENC - O
    54,000,000    
Ch$
      7.0       7.7  
01/06/2031
 
Semiannual
 
At Maturity
    314,592       313,908  
Local
N/A      
ÚNICA - A
    280,000,000     S       7.2       7.5  
05/05/2018
 
Semiannual
 
At Maturity
    655,479       637,828  
Foreign
N/A      
ÚNICA - A
    130,000,000     S       7.6       7.8  
12/08/2017
 
Semiannual
 
At Maturity
    796,368       776,099  
Foreign
N/A      
ÚNICA - A
    750,000,000    
USD
      5.5       5.8  
20/01/2021
 
Semiannual
 
At Maturity
    13,160,638       11,598,896  
Foreign
N/A      
ÚNICA - A
    1,200,000,000    
USD
      4.9       5.2  
20/01/2023
 
Semiannual
 
At Maturity
    19,522,865       16,575,885  
Foreign
N/A      
ÚNICA - A
    650,000,000    
USD
      5.2       5.3  
20/01/2021
 
Semiannual
 
At Maturity
    9,348,654       -  
Foreign
N/A      
ÚNICA - A
    350,000,000    
USD
      6.6       6.7  
20/01/2023
 
Semiannual
 
At Maturity
    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       865,754  
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 VDFB
    832,678    
Arg$
      26.8       26.8   01-05-2016  
Monthly
 
Monthly
    832,678       -  
Foreign
N/A      
MAS CUOTAS SERIE II VDFC
    55,207    
Arg$
      28.0       28.0   01-05-2016  
Monthly
 
Monthly
    55,207       -  
Foreign
N/A      
MAS CUOTAS SERIE II
    1,361,010    
Arg$
      28.0       28.0   01-09-2017  
Monthly
 
Monthly
    1,283,706       -  
Foreign
N/A      
MAS CUOTAS SERIE I VDFB
    -    
Arg$
      29.5       29.5   01-10-2015  
Monthly
 
Monthly
    -       6,875,763  
Foreign
N/A      
MÁS CUOTAS SERIE 1
    -    
Arg$
      28.0       28.0   01-02-2016  
Monthly
 
Monthly
    -       432,877  
Foreign
N/A      
MAS CUOTAS SERIE I CP
    387,126    
Arg$
      28.0       28.0   01-07-2015  
Monthly
 
Monthly
    -       501,815  
Foreign
                                                                     
       
Total short—term  portion
                                        61,488,514       50,539,046    

 
F-98

 
 
17.3.2
Bond long term as of December 31, 2015 and December 31, 2014.
 
                   
 
   
 
          Periodicity  
Accounting value
   
Inscription
number or
     
Current
nominal
amount
   
Restatement
unit of the
    Interest    
Effective
interest
        Principal   Amortization             Placement
in Chile
or
ID   Series  
placed
   
bond
   
rate
   
rate
   
Maturity
  installment   type  
12/31/2015
   
12/31/2014
   abroad
                   
%
   
%
               
ThCh$
   
ThCh$
   
268  
BJUMB - B1
    324,052    
UF
      6.5       6.9     01-09-2026  
Semiannual
 
Semiannual
    7,857,807       7,980,472  
Local
268  
BJUMB - B2
    1,620,262    
UF
      6.5       6.9     01-09-2026  
Semiannual
 
Semiannual
    38,291,796       38,823,243  
Local
530  
BCENC - E
    2,000,000    
UF
      3.5       4.1     07-05-2018  
Semiannual
 
At Maturity
    50,519,499       48,264,287  
Local
530  
BCENC - F
    4,500,000    
UF
      4.0       4.3     07-05-2028  
Semiannual
 
At Maturity
    111,914,897       107,321,315  
Local
551  
BCENC - J
    3,000,000    
UF
      5.7       5.7     15-10-2029  
Semiannual
 
Semiannual
    76,853,673       73,849,017  
Local
551  
BCENC - N
    4,500,000    
UF
      4.7       5.0     28-05-2030  
Semiannual
 
Semiannual
    112,670,350       108,213,757  
Local
551  
BCENC - O
    54,000,000    
Ch$
      7.0       7.7     01-06-2031  
Semiannual
 
At Maturity
    50,749,637       50,644,541  
Local
N/A  
ÚNICA - A
    280,000,000     S       7.2       7.5     05-05-2018  
Semiannual
 
At Maturity
    58,070,977       56,512,826  
Foreign
N/A  
ÚNICA - A
    130,000,000     S       7.6       7.8     12-08-2017  
Semiannual
 
At Maturity
    27,060,400       26,371,646  
Foreign
N/A  
ÚNICA - A
    750,000,000    
USD
      5.5       5.8     20-01-2021  
Semiannual
 
At Maturity
    536,157,982       455,654,686  
Foreign
N/A  
ÚNICA - A
    1,200,000,000    
USD
      4.9       5.2     20-01-2023  
Semiannual
 
At Maturity
    814,653,208       682,748,226  
Foreign
N/A  
ÚNICA - A
    650,000,000    
USD
      5.2       5.3     12-02-2025  
Semiannual
 
At Maturity
    456,046,424       -  
Foreign
N/A  
ÚNICA - A
    350,000,000    
USD
      6.6       6.7     12-02-2045  
Semiannual
 
At Maturity
    246,119,787       -  
Foreign
                                                                 
   
Total Long—Term portion
                                              2,586,966,437       1,656,384,016    
 
17.4
Other Financial Liabilities—Derivatives—Options

The detail as of December 31, 2015 and December 31, 2014 is as follows:
 
                                   
Periodicity
 
Total
Current and Non-Current
ID
 
Institution Name
 
Asset Position
(In  Thousands)
 
currency
 
Assets
Interest
rate
   
Liability
Position (In
Thousands)
 
Currency
 
Liability
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
    1,014  
USD
    2.07 %     2,033  
USD
    3.49 %   15-08-2016  
Semiannual
 
NA
    31,197       219,295  
Foreign
O-E  
Banco Santander
    1,014  
USD
    2.07 %     2,054  
USD
    3.41 %   15-08-2016  
Semiannual
 
NA
    26,832       163,459  
Foreign
O-E  
Merrill Lynch
    280,000  
Soles
    7.19 %     2,257  
U.F.
    3.67 %   05-05-2018  
Semiannual
 
At Maturity
    1,088,321       -  
Foreign
                                                                       
                                                   
TOTAL
    1,146,350       382,754    

 
F-99

 

17.5
Other loans—leases

The detail of the leasing agreement as of December 31, 2015 and 2014 is as follows;

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.
  81201000-K  
INMOBILIARIA EDIFICIO PANORÁMICO LTDA
 
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.
  81201000-K K
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  
 
 
F-100

 
 
December 2014

     
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,
2014
ThCh$
1 to 3 years
ThCh$
3 to 5 years
ThCh$
5 or more
years
ThCh$
Total non-
Current as of
December 31,
2014
ThCh$
Cencosud Shopping Centers S.A.
94226000-8
CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .
Ch$
Monthly
53,132
171,148
224,280
933,415
933,413
2,564,627
4,431,455
Cencosud Shopping Centers S.A.
94226000-8
CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .
Ch$
Monthly
29,785
89,037
118,822
523,249
523,249
1,438,941
2,485,439
Cencosud Shopping Centers S.A.
94226000-8
CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .
Ch$
Monthly
5,838
17,452
23,290
102,562
102,562
282,046
487,170
Cencosud Shopping Centers S.A.
94226000-8
CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .
Ch$
Monthly
12,933
38,662
51,595
227,206
227,206
624,820
1,079,232
Cencosud Shopping Centers S.A.
94226000-8
CIA. DE SEG.DE VIDA CONS. NAC. DE SEG. S.A .
Ch$
Monthly
15,241
45,560
60,801
267,747
267,747
736,307
1,271,801
Cencosud Retail S.A.
81201000-K
INMOBILIARIA EDIFICIO PANORÁMICO LTDA
Ch$
Monthly
25,173
316,841
342,014
302,081
201,388
173,849
677,318
Cencosud Retail S.A.
81201000-K
CENTRO ESPAÑOL DE TEMUCO
UF
Monthly
13,133
38,041
51,174
149,432
99,621
149,507
398,560
Cencosud Retail S.A.
81201000-K
SOCIEDAD DE RENTA HISPANO CHILENA SA
UF
Monthly
12,295
36,886
49,181
147,542
98,362
73,463
319,367
Cencosud Retail S.A.
81201000-K
BANCO CHILE – LEASING
UF
Semiannual
40,515
779,277
819,792
3,575,878
-
-
3,575,878
Cencosud Retail S.A.
81201000-K
BANCO BICE - LEASING
UF
Semiannual
14,485
43,456
57,941
173,825
-
-
173,825
Cencosud Retail S.A.
81201000-K
INVERSIONES OLYMPUS LTDA.
UF
Monthly
-
2,819
2,819
5,637
5,637
335,465
346,739
Cencosud Retail S.A.
81201000-K
INMOBILIARIA RECOLETA LTDA.
UF
Monthly
-
2,766
2,766
5,532
5,532
541,449
552,513
Cencosud Retail S.A.
81201000-K
INVERSIONES PUNTA BLANCA LTDA.
UF
Monthly
-
553
553
1,106
1,106
375,413
377,625
Cencosud Retail S.A.
81201000-K
EMPRESAS PROULX CHILE II S.A.
UF
Monthly
-
1,858
1,858
3,716
3,716
585,405
592,837
Cencosud Retail S.A.
81201000-K
INERSA S.A.
UF
Monthly
-
3,332
3,332
6,665
6,665
469,658
482,988
Cencosud Retail S.A.
81201000-K
RVC RENTAS S.A.
UF
Monthly
-
1,961
1,961
3,922
3,922
353,958
361,802
Cencosud Retail S.A.
81201000-K
SEGUROS DE VIDA CRUZ DEL SUR S.A.
UF
Monthly
-
2,698
2,698
5,395
5,395
380,188
390,978
Cencosud Retail S.A.
81201000-K
INMOBILIARIA MALL VIÑA DEL MAR S.A.
UF
Monthly
-
2,354
2,354
4,709
4,709
331,813
341,231
Cencosud Retail S.A.
81201000-K
EMPRESAS PROULX CHILE II S.A.
UF
Monthly
-
1,808
1,808
3,616
3,616
526,772
534,004
Cencosud Retail S.A.
81201000-K
INMOBILIARIA TIERRA SANTA
UF
Monthly
-
1,960
1,960
3,921
3,921
253,998
261,840
Cencosud Retail S.A.
81201000-K
SEGUROS DE VIDA CRUZ DEL SUR S.A.
UF
Monthly
-
3,768
3,768
7,536
7,536
679,018
694,090
Cencosud Retail S.A.
81201000-K
INVERSIONES URBANAS LTDA.
UF
Monthly
-
6,280
6,280
12,560
12,560
1,131,566
1,156,686
Cencosud Retail S.A.
81201000-K
INMOBILIARIA GR CHAMISERO I S.A.
UF
Monthly
-
6,155
6,155
12,310
12,310
1,109,064
1,133,684
Grandes Superficies de Colombia S.A.
830025638
BANCO DE BOGOTÁ
COL
Monthly
74,391
83,370
157,761
-
-
-
-
Grandes Superficies de Colombia S.A.
830025638
CENTRO COMERCIAL BULEVAR NIZA
COL
Monthly
19,606
60,586
80,192
175,227
197,219
1,409,972
1,782,418
Grandes Superficies de Colombia S.A.
830025638
FCP INVERLINK
COL
Monthly
34,701
107,234
141,935
310,143
349,068
1,868,223
2,527,434
Grandes Superficies de Colombia S.A.
830025638
COMERCIALIZADORA DE COLECCIONES S.A.
COL
Monthly
11,918
36,830
48,748
106,521
119,890
4,866,113
5,092,524
Grandes Superficies de Colombia S.A.
830025638
SOISAN S.A.
COL
Monthly
229
727
956
2,262
2,825
24,353
29,440
Cencosud Retail Perú
20109072177
BIF LEASING
Soles
Monthly
76,409
-
76,409
-
-
-
-
Cencosud Retail Perú
20109072177
BIF LEASING
Soles
Monthly
88,101
88,532
176,633
-
-
-
-
Cencosud Retail Perú
20109072177
BIF LEASING
Soles
Monthly
37,602
113,770
151,372
-
-
-
-
                       
                       
       
Total
565,487
2,105,721
2,671,208
7,073,715
3,199,175
21,285,988
31,558,878
 
 
F-101

 
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;
 
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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.

 
F-102

 

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;

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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.

 
F-103

 

3.
As established in the Master Issuance Agreement for the Private Offering Program for Corporate Bonds of 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, 2015 and 2014, 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;

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;
 
 
F-104

 
 
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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.


5.
As a result of the loan granted by the International Finance Corporation to the subsidiary Cencosud S.A. (Argentina), an agreement was signed between these entities on September 24, 2008. The Minutes of the Board of Directors of the subsidiary Cencosud S.A. (Argentina) dated September 5, 2008, makes mention of having entered into a Share Retention Agreement, which was signed by the subsidiary Cencosud S.A. (Argentina) and its controller, Cencosud S.A. (Chile), in favor of the “International Finance Corporation” by virtue of which Cencosud S.A. (Chile) undertakes to:

a)
Maintain its shareholdings in the subsidiaries Cencosud S.A., Cencosud Shopping Centers S.A. (Chile) and Cencosud Retail S.A. (Chile);

b)
Maintain its shareholding in Blaisten S.A. and Unicenter S.A.
As of December 31, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.

 
 
6.
As established in the debt consolidation agreement signed June 30, 2010 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 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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.

 
F-105

 

7.
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.

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.

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.

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.
 
 
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. Especially the debtor will keep the property of the following bands 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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.

 
F-106

 

8.
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.

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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.


9.
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;

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-107

 
 
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 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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.
 
10.
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.
 
 
F-108

 
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 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 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.

 
F-109

 
 
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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.
 
11.
As established in the credit agreement signed March 26, 2014 between Cencosud S.A. as Debtor and 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;

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;

 
F-110

 
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, 2015 and 2014, 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 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-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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants.
 
13.
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 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.
 
 
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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. (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 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 1.20:1.00.
 
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.

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.
 
 
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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, 2015 and 2014, 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);
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 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.
 
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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 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;
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.
 
 
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(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
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.

 
F-116

 
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 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, 2015 and 2014, the Company was in compliance with the aforementioned financial debt covenants and managing commitments.
 
 
 
18
Trade accounts payable and other payables

The detail of this item as of December 31, 2015 and 2014 is as follows: 

      As of December 31,  
   
Current
   
Non-current
 
Account
 
 
2015
   
2014
   
2015
   
2014
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
Trade payable
    1,622,571,864       1,743,224,689       571,936       810,120  
Withholdings
    233,952,931       214,513,579       3,931,055       5,323,949  
                                 
                                 
Total
    1,856,524,795       1,957,738,268       4,502,991       6,134,069  
 
The main suppliers of Cencosud S.A. are as follows: Agrosuper Com.de Alimentos Ltda., Nestlé, Unilever Chile S.A., Unilever Argentina S.A., Samsung Electronics Chile,  Mastellone Hnos. S.A., Comercial Santa Elena S.A., Empresas Carozzi S.A., Sancor Cooperativas Unidas Ltda., CMPC Tissue S.A.,  Organización Terpel S.A., Cervec y Malteria Quilmes SAI, Watts S.A., Molinos Rio de la Plata S.A., BRF Brasil Foods S.A.,   Danone Argentina S.A., Compañía de Bebidas Das Americas Ambev, LG Electronics Colombia Ltda., Cooperativa Agrícola y Lechera de la Unión Ltda,  LG Electronics Chile.
 
 
F-117

 
19
Provisions and other liabilities

19.1
Provisions

19.1.1
The composition of this item as of December 31, 2015 and 2014 is as follows:
 
      As of December 31,  
   
Current
   
Non-current
 
Accruals and provision
 
 
2015
 
   
2014
 
   
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
Legal claims provision(1)
    12,301,212       10,911,238       65,515,010       88,428,946  
Onerous contracts provision(2)
    3,340,749       4,286,320       12,673,576       16,336,833  
                                 
                                 
Total
    15,641,961       15,197,558       78,188,586       104,765,779  
 
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 31,2015
    40,771,526       21,779,689       15,265,007       77,816,222       12,301,212       65,515,010  
Total as of December 31,2014
    34,417,405       26,372,660       38,550,119       99,340,184       10,911,238       88,428,946  
                                                 
 
Provision By Country
 
 
December 31, 2015
ThCh$
   
December 31,2014
ThCh$
 
Chile
    11,910,013       8,245,262  
Argentina
    32,492,814       30,596,529  
Brazil
    26,230,753       52,510,627  
Peru
    1,180,867       227,747  
Colombia
    6,001,775       7,760,019  
Total Provision
    77,816,222       99,340,184  
                 
 
 
F-118

 
 
(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 of the period.
 
19.2
Movement of provisions:
 
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:
                       
Additional provisions
    14,695,645       -       14,695,645  
Reversal in existing provisions
    (13,713,948 )     (4,148,990 )     (17,862,938 )
Payments
    (4,780,907 )     -       (4,780,907 )
Reversal of used 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  
                         
 
 
F-119

 
 
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:
                       
Additional provisions
    15,688,454       -       15,688,454  
Reversal in existing provisions
    (9,569,206 )     (4,410,328 )     (13,979,534 )
Payments
    (11,984,434 )     -       (11,984,434 )
Reversal of used 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  
                         
 
Provision type
 
 
Legal claims
 
   
Onerous
contracts
 
   
Total
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Initial Balance January 1, 2013
    134,475,084       38,132,983       172,608,067  
Movements in Provisions:
                       
Additional provisions
    21,877,548       -       21,877,548  
Reversal in existing provisions
    (24,671,256 )     (12,684,916 )     (37,356,172 )
Payments
    (11,624,382 )     -       (11,624,382 )
Reversal of used provision
    (1,615,445 )     -       (1,615,445 )
Increase (decrease) in foreign exchange rate
    (9,260,747 )     -       (9,260,747 )
                         
Changes in provisions, total
    (25,294,282 )     (12,684,916 )     (37,979,198 )
                         
Total provision, closing  balance as of December 31, 2013
    109,180,802       25,448,067       134,628,869  


 
F-120

 
 
20
Other non-financial liabilities

The composition of this item as of December 31, 2015 and 2014 is as follows:
 
             
   
As of December 31,
 
   
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Customer loyalty program                                                                   
    11,409,811       14,842,693  
Guarantees deposits                                                                   
    8,223,557       12,965,389  
Minimum accrual dividend                                                                   
    -       13,603,115  
Other                                                                   
    1,592,181       1,693,173  
                 
                 
Total Other non-financial Liabilities, current
    21,225,549       43,104,370  
                 
                 
Guarantees deposits                                                                   
    14,174,590       13,817,670  
Prepaid Commissions                                                                   
    35,600,722       45,472,067  
Other                                                                   
    7,786,725       10,143,573  
                 
                 
Total Other non-financial Liabilities, non-current
    57,562,037       69,433,310  
                 
 
21
Current provisions for employee benefits

21.1 Vacations and bonuses

The composition of this item as of December 31, 2015 and 2014 is as follows:
 
             
   
As of December 31,
 
   
2015
   
2014
 
   
ThCh$
   
ThCh$
 
Employees’ vacation                                                                   
    58,156,253       60,919,314  
Income sharing and bonuses                                                                   
    39,732,789       41,594,298  
                 
                 
Total current provisions for employee benefits
    97,889,042       102,513,612  
                 
 
 
F-121

 
 
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

The Group contributes to a post-employment and retirement benefit plans in Brazil, which are accounted for as defined benefit plan. These plans entitle the employees to receive certain benefits and pension payments after the respective vesting periods are fulfilled. The benefits on which the Group contributes are 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 expose the Group to actual risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

b)  
Funding

The Group has 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.

Plan assets:

   
December 31, 2015
   
December 31, 2014
 
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       2,049,308       -       -       2,049,308  
Investments funds – Equity
    480,591       -       -       480,591       615,246       -       -       615,246  
                                                                 

 
F-122

 

c)  
Movement in net defined benefit (asset) liability

   
Defined benefit obligation
   
Fair value of plan assets
   
Net defined benefit
liability (asset)
 
Movements
 
ChTh$
   
ChTh$
   
ChTh$
   
ChTh$
   
ChTh$
   
ChTh$
 
   
2015
   
2014
   
2015
   
2014
   
2015
   
2014
 
Balance at January 1
    1,727,929       1,864,073       (1,823,972 )     (1,930,605 )     (96,043 )     (66,532 )
                                                 
Service cost
    286,550       492,764       -       -       286,550       492,764  
Interest cost (Income)
    149,627       198,513       (385,541 )     (373,926 )     (235,914 )     (175,413 )
Included in profit of loss
    436,177       691,277       (385,541 )     (373,926 )     50,636       317,351  
Re-measurement loss (gain):
                                               
Actuarial loss (gain)
                                               
Demographic assumptions
    1,143,561       (225,165 )     -       -       1,143,561       (225,165 )
Financial assumptions
    -       (519,392 )     -       -       -       (519,392 )
Experience adjustment
    -       (2,882 )     -       -       -       (2,882 )
Return on plan assets
    -       -       (623,471 )     1,178,361       (623,471 )     1,178,361  
Exchange rates
    (392,998 )     (79,982 )     399,201       80,251       6,203       269  
Included in OCI
    750,563       (827,421 )     (224,270 )     1,258,612       526,293       431,191  
Contributions paid by employer
    -       -       (597,765 )     (778,053 )     (597,765 )     (778,053 )
Benefits paid
    -       -       -       -       -       -  
Other
    -       -       (597,765 )     (778,053 )     (597,765 )     (778,053 )
Balance at December 31
    2,914,669       1,727,929       (3,031,548 )     (1,823,972 )     (116,879 )     (96,043 )
                                                 

d)  
Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages)

Assumptions
 
31/12/2015
   
31/12/2014
 
Discount rate
    12.58 %     11.69 %
Inflation
    5.0 %     5.2 %
Salaries growth rate
    6.2 %     6.4 %
 
 
F-123

 
 
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:

 
December 31, 2015
 
Defined benefit obligation
 
   
Increase
ThCh$
   
Decrease
ThCh$
 
Discount rate (0.5% movement)
    (97,974 )     107,669  


22
Other current and non-current non-financial assets

The composition of the item as of December 31, 2015 and 2014 is as follows:
 
             
   
As of December 31,
 
 
Other non-financial assets, current
 
 
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Lease guarantees
    4,251,300       3,937,821  
Pre-paid rent
    1,406,997       2,686,849  
Pre-paid insurance
    8,783,733       3,929,688  
Other
    -       92,134  
                 
                 
Total
    14,442,030       10,646,492  
                 
 
             
   
As of December 31,
 
Other non-financial assets, non-current
 
 
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Lease guarantees                                                                                   
    7,265,156       8,072,150  
Pre-paid rent                                                                                   
    24,032,777       25,037,866  
Other                                                                                   
    609,836       763,401  
                 
                 
Total                                                                                   
    31,907,769       33,873,417  
                 
 
 
F-124

 
 
The fair value for the non-financial assets equals their carrying value as of December 31, 2015 and 2014. As of December 31, 2015 and 2014, no significant differences exist between the carrying value of non-financial assets and their fair value.
 
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 Cencosud Group monitors its capital using the leverage ratio. This ratio is calculated by dividing net financial debt by total capital, which must be minor to 1.2 times. Net financial debt corresponds to total indebtedness (including current and non-current debt) less cash and cash equivalents and other financial assets. Total capital corresponds to total equity as shown in the consolidated statement of financial position.

   
As of December 31,
 
 
Other non-financial assets, non-current
 
 
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Total borrowings (note 17 and note 34)
    3,915,253,719       3,300,462,387  
Less: Cash and cash equivalents (Note 5 and note 34)
    (268,275,126 )     (219,627,286 )
Less: Other financial assets (note 6 and note 34
    (676,383,311 )     (353,686,187 )
Cash and cash equivalents- Banco Paris (Note 28.11)
    2,112,443       16,005,243  
Other financial assets – Banco París ( Nota28.11)
    71,414,725       9,990,759  
Less: Other financial liabilites – Banco Paris (Note 28.11)
    (47,808,364 )     (173,596,140 )
                 
                 
Net debt                                                                                    
    2,996,314,086       2,579,548,776  
                 
Total equity
    3,970,811,818       4,291,485,811  
Leverage ratio
    0.75       0.60  

In accordance with the above, the Cencosud Group has combined different financing sources, such as: capital increases, operating cash flows, bank loans and bonds.

As part of the finance strategy, the Group will continue seeking to extend the payments terms and shift focus to the operations through the refinancing of liabilities in the forthcoming periods with the ultimately purpose of deleveraging the Group.

23.1
Paid-in capital

As of December 31, 2015, the authorized, subscribed and paid-in capital amounts to ThCh$ 2,321,380,936 (ThCh$ 2,321,380,936 as of December 31, 2014).

23.2
Subscribed and paid shares

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 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.

 
F-125

 
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

The following tables show the movement of the authorized and the issued and fully paid shares described above between January 1, 2013 and December 31, 2015

Movement of authorized shares
 
No of
shares
       
Authorized shares as of  January 1, 2013
    2,574,015,016  
Capital increase as of February 28, 2013
    5,661,074  
Capital increase as of March 13, 2013
    290,741,796  
Capital increase as of March 25, 2013
    3,286,076  
Increase pursuant to stock option plan
    33,298,771  
Decrease due to unsubscribed Capital in 2013
    (17,979,999 )
Authorized shares as of December 31, 2014
    2,889,022,734  
Authorized shares as of December 31, 2015
    2,889,022,734  
 
Movement in issued and fully paid shares
 
No of
shares
   
Total Ch$
 
Paid shares as of  January 1, 2013
    2,507,103,215       1,551,811,762  
Capital increase as of February 28, 2013
    5,661,074       14,195,709  
Capital increase as of March 13, 2013
    290,741,796       729,064,129  
Capital increase as of March 25, 2013
    3,286,076       8,240,164  
Exercise of stock option
    21,931,802       18,069,172  
Paid shares as of December 31, 2014
    2,828,723,963       2,321,380,936  
Paid shares as of December 31, 2015
    2,828,723,963       2,321,380,936  

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 will expire on April 29th and November 20th of 2017 respectively.

23.3
Dividends

The dividend distribution policy adopted by Cencosud S.A. establishes the payment of dividends of 30% 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.

On November 3rd, 2014, the Board of Directors agreed on distributing an interim dividend of Ch$8 per share in relation to the profits of 2014. This dividend was paid on December 3rd, 2014. This dividend was given to those shareholders registered as of November 27th 2014.

The Shareholders’ meeting held on April 24, 2015 approved to pay a minimum dividend of Ch$20.59906 per share. This dividend was paid since in relation to the 2014 net profits, and considered the aforementioned interim dividend paid in December 3rd, 2014. This dividend was given to the shareholders order from May 13th 2015.

 
F-126

 
On October 30th, 2015, the Board of Directors agreed on distributing an interim dividend of Ch$16 per share in relation to the profits of 2015. This dividend was paid on December 4th, 2015. As of December 31, 2015 the Company has not recognized any minimum dividend provision, being that the interim dividend paid during 2015 excessed the distributable minimum dividend calculated on the 2015 liquid profits. The company recorded a minimum dividend by ThCh$ 13,597,056 at December 31, 2014 (see note 20). The total charge to equity as of December 31, 2015 was ThCh$ 67,295,731 (ThCh$ 47,823,374 as of December 31, 2014; ThCh$ 53,192,713 as of December 31, 2013).

23.4
Reserves

The initial Balance is mainly due to the inflation adjustment reversal recorded in the IFRS first adoption (transition date to IFRS on January 1st, 2009).

Movements of reserves between January 1, 2015 and December 31, 2015 are as follows:

Reserve movement
 
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    
           
Other comprehensive income.........................
(490,563,107)
1,657,364
(347,353)
-
-
(489,253,096)
Transfer to (from) retained earnings.
-
-
-
5,818,354
-
5,818,354
Increase (decrease) from changes in ownership interest in subsidiaries that do not result in loss of control..................................................
-
-
-
-
-
-
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
 
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    
             
 
Other comprehensive income.........................
(81,230,563)
(7,323,766)
(284,586)
-
-
(88,838,915)
 
 
Transfer to (from) retained earnings..
-
-
-
2,822,081
-
2,822,081
 
 
Increase (decrease) 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)
 
             

 
F-127

 
Movements of reserves between January 1, 2013 and December 31, 2013 are as follows:

 
Reserve movement
 
Translation
Hedging
reserves
 
Actuarial gain (loss) reserves
Shared based payments reserves
Other
reserves
Total
reserves
 
 
             
 
Initial balance current period January 1, 2013
(461,974,288)
23,315,468
(523,284)
6,892,685
(52,074,990)
(484,364,409)
 
 
Change in equity    
             
 
Other comprehensive income.........................
(153,341,863)
(2,789,482)
925,796
-
-
(155,205,549)
 
 
Increase (decrease) due to transfers and other changes in equity
-
-
-
3,743,479
-
3,743,479
 
 
Transfer to (from) retained earnings..
-
-
-
-
-
-
 
 
Increase (decrease) from changes in ownership interest in subsidiaries that do not result in loss of control..................................................
-
-
-
-
(404,131)
(404,131)
 
 
Total changes in equity
(153,341,863)
(2,789,482)
925,796
3,743,479
(404,131)
(151,866,201)
 
             
 
Closing balance of current year, December 31, 2013
(615,316,151)
20,525,986
402,512
10,636,164
(52,479,121)
(636,230,610)
 
             

a)
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.

b)
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.

c)
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. In 2015, no significant changes were observed.

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)  
Other reserves: This reserve has not shown any transactions during 2015 year.

23.5
Non-controlling interest

Details of the non-controlling shares as of December 31, 2015 and 2014 are as follows:
 
   
Non-controlling
Interest
Dec 31,
   
Non-controlling
Interest
Dec 31,
   
 
As of December 31,
 
 
   
2015
   
2014
   
2015
   
2014
 
Company
 
%
   
%
   
ThCh$
   
ThCh$
 
Cencosud Shoppings Centers S.A.
    0.00004       0.00004       415       370  
Costanera Center S.A...
    0.00000       0.00000       -       22  
Mercado Mayorista P y P Ltda.
    10.00000       10.00000       93,871       93,871  
Easy S.A.
    0.42500       0.35200       324,244       356,997  
Comercial Food and Fantasy Ltda.
    10.00000       10.00000       (24,643 )     (30,391 )
Administradora del Centro Comercial Alto Las Condes Ltda.
    55.00000       55.00000       (1,613,621 )     (1,567,557 )
Cencosud Retail S.A.
    0.03906       0.03906       194,291       196,395  
Jumbo Retail Argentina S.A.
    0.07600       0.07600       91,502       118,509  
                                 
Total
                    (933,941 )     (831,784 )

 
F-128

 
 
   
Non-controlling
Interest
   
Non-controlling interest
   
Non-controlling interest
   
Results
 
 
   
2015
   
2014
   
2013
   
2015
   
2014
   
2013
 
Company
 
%
   
%
   
%
   
ThCh$
   
ThCh$
   
ThCh$
 
Cencosud Shoppings Centers S.A.
    0.00040       0.00040       0.00040       52       24       51  
Cencosud Internacional Ltda.
    0.00000       0.00000       0.00433       -       1,027       2,346  
Costanera Center S.A.
    0.00000       0.00004       0.00004       -       8       (1 )
Mercado Mayorista P y P Ltda.
    0.00000       10.00000       10.00000       -       -       282  
Easy S.A.
    0.42500       0.42500       0.42500       57,604       95,558       71,558  
Comercial Food and Fantasy Ltda.
    10.00000       10.00000       10.00000       5,748       29,023       17,801  
Alto Las Condes Ltda.
    55.00000       55.00000       55.00000       (46,064 )     (881,525 )     (290,808 )
Cencosud Retail S.A.
    0.03906       0.03906       0.00039       27,476       26,331       33,845  
Jumbo Retail Argentina S.A.
    0.07600       0.07600       0.07700       (802 )     (18,800 )     ( 627 )
Cencosud Argentina S.A (*).
    0.00000       0.00000       0.00000       -       -       -  
Total
                            44,014       (748,354 )     (165,553 )

24           Income

The breakdown of ordinary income is as follows:
 
                   
   
For the year ended December 31,
 
 
Income by nature
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Sale of goods
    10,566,453,580       10,376,295,411       9,829,313,975  
Services rendered (**)
    350,524,624       307,290,878       301,842,147  
Commission(*)
    21,577,463       31,099,176       32,325,103  
Interests income
    113,541,659       198,169,776       177,558,602  
Income from discontinued operation
    (60,759,616 )     (201,825,995 )     (206,881,617 )
                         
                         
Total
    10,991,337,710       10,711,029,246       10,134,158,210  
                         

(*) Includes revenues from insurance brokerage, travel agencies, 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.

 
F-129

 

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.

                   
Expenses by nature of integral income by function
 
 
For the year ended December 31,
 
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Cost of sales
    7,813,225,785       7,827,431,886       7,324,251,612  
Distribution cost
    27,869,865       26,653,898       23,931,088  
Administrative expenses
    2,473,335,481       2,274,046,291       2,181,508,368  
Other expenses (*)
    174,280,483       182,076,769       152,142,053  
                         
                         
Total
    10,488,711,614       10,310,208,844       9,681,833,121  
                         

 (*)           Mainly includes marketing expenses.

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
 
Expenses by nature
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
                                                       
   
Total
   
Discontinued operation
   
Continued
Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Cost of goods sold
    7,351,891,515       -       7,351,891,515       7,390,481,785       -       7,390,481,785       7,160,676,127       (339 )     7,160,675,788  
Other cost of sales
    481,734,294       (20,400,024 )     461,334,270       492,749,104       (55,799,003 )     436,950,101       223,392,156       (59,816,332 )     163,575,824  
Personnel expenses
    1,567,964,160       (10,441,918 )     1,557,522,242       1,463,788,463       (37,077,303 )     1,426,711,160       1,340,881,800       (36,865,744 )     1,304,016,056  
Depreciation and amortization
    219,205,342       (715,030 )     218,490,312       202,342,813       (2,299,772 )     200,043,041       189,037,674       (2,461,658 )     186,576,016  
Distribution cost
    27,869,865       -       27,869,865       26,653,898       -       26,653,898       23,931,088       -       23,931,088  
Other expenses
    174,280,483       -       174,280,483       195,747,099       (13,670,330 )     182,076,769       182,307,997       (30,165,944 )     152,142,053  
Utilities and other store related expenses
    23,750       (23,750 )     -       -       -       -       114,344,589       (222,353 )     114,122,236  
Cleaning
    81,141,367       (23,750 )     81,117,617       75,541,300       (70,415 )     75,470,885       68,896,478       (82,157 )     68,814,321  
Safety and security
    70,546,449       (25,803 )     70,520,646       61,630,026       (69,828 )     61,560,198       62,504,253       (69,719 )     62,434,534  
Maintenance
    89,496,072       (493,522 )     89,002,550       87,680,995       (934,684 )     86,746,311       79,075,709       (1,504,859 )     77,570,850  
Professional fees
    80,276,695       (687,767 )     79,588,928       81,768,457       (2,811,581 )     78,956,876       81,475,579       (3,865,736 )     77,609,843  
Bags for Customers
    23,790,414       -       23,790,414       25,258,963       -       25,258,963       31,457,921               31,457,921  
Credit card commission
    105,922,156       (11,352 )     105,910,804       89,437,729       -       89,437,729       81,305,782       -       81,305,782  
lease
    187,290,287       (548,126 )     186,742,161       190,337,568       (2,011,677 )     188,325,891       168,801,648       (1,361,988 )     167,439,660  
Other
    65,050,003       (4,400,196 )     60,649,807       51,719,851       (10,184,614 )     41,535,237       23,900,745       (13,739,596 )     10,161,149  
                                                                         
                                                                         
Total
    10,526,482,852       (37,771,238 )     10,488,711,614       10,435,138,051       (124,929,207 )     10,310,208,844       9,831,989,546       (150,156,425 )     9,681,833,121  
                                                                         
 
 
F-130

 
 
25.2
Personnel expenses

The following is a breakdown of personnel expenses for the following periods:
 
   
For the year ended December 31
 
Personal Expenses
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Salaries
    1,234,606,918       (9,580,823 )     1,226,851,597       1,161,612,487       (31,847,526 )     1,129,764,961       1,047,414,483       (25,415,529 )     1,021,998,954  
Short-term employee benefits
    261,573,693       (444,059 )     261,129,634       270,153,015       (4,028,624 )     266,124,391       254,831,463       (9,629,166 )     245,202,297  
Termination benefits
    69,958,047       (417,036 )     69,541,011       32,022,961       (1,201,153 )     30,821,808       38,635,854       (1,821,049 )     36,814,805  
                                                                         
Total
    1,566,138,658       (10,441,918 )     1,557,522,242       1,463,788,463       (37,077,303 )     1,426,711,160       1,340,881,800       (36,865,744 )     1,304,016,056  
                                                                         
 
25.3
Depreciation and amortization

The following is a breakdown of depreciation and amortization for the following periods:

   
For the year ended December 31
 
Depreciation and amortization
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Depreciation
    189,855,744       (36,460 )     189,819,284       183,863,858       (836,192 )     183,027,666       173,650,390       (1,175,626 )     172,474,764  
Amortization
    29,349,598       (678,570 )     28,671,028       18,478,955       (1,463,580 )     17,015,375       15,387,284       (1,286,032 )     14,101,252  
                                                                         
Total
    219,205,342       (715,030 )     218,490,312       202,342,813       (2,299,772 )     200,043,041       189,037,674       (2,461,658 )     186,576,016  
                                                                         
 
25.4           Other gains (losses)

   
For the year ended December 31
 
Other gains ( losses)
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Goodwill impairment (*)
    (116,771,460 )     -       (116,771,460 )     -       -       -       -       -       -  
Sales of Property, plant and equipment
    11,066,401       -       11,066,401       372,490       -       372,490       -       -       -  
Insurance claims
    -       -       -       1,411,112       -       1,411,112       2,203,829       -       2,203,829  
Aditional Interest Tax
    (5,298,267 )     -       (5,298,267 )     (2,918,407 )     -       (2,918,407 )     29,515,125       -       29,515,125  
Other Net Gains and Losses
    (13,451,395 )     -       (13,451,395 )     (5,380,175 )     -       (5,380,175 )     (34,884,207 )     -       (34,884,207 )
                                                                         
Total
    (124,454,721 )     -       (124,454,721 )     (6,514,980 )     -       (6,514,980 )     (3,165,253 )     -       (3,165,253 )
                                                                         

 
F-131

 

 (*) Assets impairment: see note 13.3


25.5
Other operating income

   
For the year ended December 31
 
Other operating income
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Sell Carton & Wraps
    2,973,184       -       2,973,184       3,761,265       -       3,761,265       3,178,983       -       3,178,983  
Recovery of fees
    3,267,738       -       3,267,738       2,446,055       -       2,446,055       1,271,807       -       1,271,807  
Increase on revaluation of investment properties
    198,154,988       -       198,154,988       100,772,615       -       100,772,615       95,110,013       -       95,110,013  
Other Income
    7,008,148       883,399       6,124,749       7,648,335       (190,554 )     7,457,781       9,153,179       (422,737 )     8,730,442  
                                                                         
Total
    211,404,058       883,399       210,520,659       114,628,270       (190,554 )     114,437,716       108,713,982       (422,737 )     108,291,245  
                                                                         
 
 
F-132

 
 
 
25.6
Financial results
 
The following is the financial income detailed for the periods ended:

   
For the year ended December 31
 
Other gains ( losses)
 
2015
   
2015
   
2015
   
2014
   
2014
   
2014
   
2013
   
2013
   
2013
 
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
   
Total
   
Discontinued operation
   
Continued Operation
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                       
Financial income from cash flow hedging
    -       -       -       -       -       -       25,010       -       25,010  
Other finance income
    15,800,990       862,350       14,938,640       6,978,435       269,291       6,709,144       5,829,603       144,562       5,974,165  
                                                                         
Financial income……………………………
    15,800,990       862,350       14,938,640       6,978,435       269,291       6,709,144       5,854,613       144,562       5,999,175  
                                                                         
Bank loan expenses
    (130,257,214 )     (33,329 )     (130,223,885 )     (115,207,662 )     (98,788 )     (115,108,874 )     (137,975,837 )     13,100,402       (124,875,435 )
Bond debt expenses
    (125,424,158 )     -       (125,424,158 )     (100,627,140 )     -       (100,627,140 )     (90,072,133 )     21,728,421       (68,343,712 )
Interest on bank loans
    (8,362,430 )     (5,195,830 )     (3,166,600 )     (9,885,062 )     (9,885,062 )     -       (13,389,526 )     -       (13,389,526 )
Valuation of financial derivatives expenses
    (223,754 )     -       (223,754 )     35,478,511       -       35,478,511       10,016,761       -       10,016,761  
                                                                         
Financial Expenses…………………………
    (264,267,557 )     (5,229,160 )     (259,038,397 )     (190,241,353 )     (9,983,850 )     (180,257,503 )     (231,420,735 )     34,828,823       (196,591,912 )
                                                                         
Results from UF indexed bonds in Chile
    (18,365,658 )     (38,046 )     (18,327,612 )     (37,840,677 )     (1,281,445 )     (36,559,232 )     (13,879,380 )     2,074,458       (11,804,922 )
Results from UF indexed Brazil
    (2,669,679 )     -       (2,669,679 )     (6,829,994 )     -       (6,829,994 )     (6,957,024 )     -       (6,957,024 )
Results from UF indexed Other
    (1,011,232 )     -       (1,011,232 )     3,813,276       -       3,813,276       (123,183 )     -       (123,183 )
                                                                         
(Losses) gains from indexation
    (22,046,569 )     (38,046 )     (22,008,523 )     (40,857,395 )     (1,281,445 )     (39,575,950 )     (20,959,587 )     2,074,458       (18,885,129 )
                                                                         
Financial debt IFC-ABN Argentina
    (2,533,974 )     -       (2,533,974 )     (3,250,121 )     -       (3,250,121 )     (4,821,735 )     -       (4,821,735 )
Bond debt USA and Peru
    (102,744,898 )     2,760,915       (105,505,813 )     (25,281,883 )     (5,539,807 )     (19,742,076 )     (23,836,483 )     9,274,498       (14,561,985 )
Financial debt Peru
    (3,600,116 )     -       (3,600,116 )     (1,568,572 )     -       (1,568,572 )     (3,830,530 )     395,038       (3,435,492 )
Financial assets and Financial debt—Colombia
    (5,102,934 )     -       (5,102,934 )     150,070       -       150,070       32,577       -       32,577  
                                                                         
Exchange difference…………………………
    (113,981,922 )     2,760,915       (116,742,837 )     (29,950,506 )     (5,539,807 )     (24,410,699 )     (32,456,171 )     9,669,536       (22,786,635 )
                                                                         
Financial results total
    (384,495,057 )     (1,643,940 )     (382,851,117 )     (254,070,819 )     (16,535,811 )     (237,535,008 )     (278,981,880 )     46,717,379       (232,264,501 )
                                                                         
 
 
F-133

 
 
26
Corporate income tax

The corporate income tax expense on continuing operations amounts to ThCh$ 58,540,083 and ThCh$ 100,486,082, for the periods according to the following detail:
 
                   
Expenses (income) due to income tax, current and
deferred portions (presentation)
 
 
For the year ended December 31,
 
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Current tax expense
    156,027,681       107,130,790       68,701,274  
                         
                         
                         
Total current tax expenses, Net
    156,027,681       107,130,790       68,701,274  
                         
                         
Deferred tax income (expense) due to taxes arising from the creation and reversal of temporary differences
    (99,720,936 )     (1,572,147 )     18,714,831  
Deferred expenses (income) due to taxes arising from the changes in tax rates or new rates
    2,233,338       20,373,016       6,652,358  
                         
                         
Total deferred tax expenses, net
    (97,487,598 )     18,800,869       25,367,189  
                         
                         
Expense (Income) tax, net
    58,540,083       125,931,659       94,068,463  
                         
 
   
For the year ended December 31,
 
 
Expenses (income) due to income tax, by source
(national, foreign) (presentation)
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Current income tax expense, Net, Foreign
    110,735,624       83,895,424       52,504,750  
Current income tax expense, Net, Local
    45,292,057       23,235,366       44,920,056  
                         
                         
Current income tax expense, Net, Total
    156,027,681       107,130,790       97,424,806  
                         
                         
Deferred income tax expense, Net, Foreign
    (101,004,658 )     (681,264 )     (9,836,201 )
Deferred income tax expense, Net, Local
    3,517,060       19,482,133       6,479,858  
                         
                         
Deferred income tax expense, Net, Total
    (97,487,598 )     18,800,869       (3,356,343 )
                         
                         
Tax Expense on continuing operations
    58,540,083       125,931,659       94,068,463  
                         

 
F-134

 
The tax expense on continuing operations excludes the tax expense from the discontinued operation of ChTh$- 2,443,909 for the year ended December 31, 2015 (Dec 2014:  ChTh$- 1,599,496, and Dec 2013: ChTh$- 2,089,310), see note 34.

Increase in 2015 deferred tax income mainly results from the goodwill impairment recognized on the Supermarkets – Brazil segment (ChTh$ 38.942.000); and the C-291 taxation ruling issued in Colombia on May 2015, which allows tax payers for future loss carry forward of the CREE tax (ChTh$ 43.696.915).

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.

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
expense using the effective rate
 
For the periods
 
2015
 
2014
 
2013
 
 
ThCh$
ThCh$
ThCh$
Income tax expense using the legal rate
65,368,125
        61,398,123
 
63,115,282
       
       
Tax effect of rates in other territories
7,753,808
15,170,940
19,661,979
Amortization of deductible expenses for tax- Goodwill Colombia
-
39,609,320
-
Non-taxable expenses
2,574,393
7,432,995
6,180,072
Price level restatement under tax law
(2,927,916)
(25,080,449)
(8,945,672)
Colombia - Wealth tax
2,543,000
-
-
Colombia - Goodwill write off (Mercadefam 2014)
2,779,000
-
-
Colombia – CREE tax loss carry forward
(43,696,915)
-
-
Chile – Gains on sale of financial retail
(13,015,267)
-
-
Colombia –Presumptive Income rate adjustment 9% (rate 34% and credit 25%)
-
3,853,344
6,652,358
Tax Effect of changes in tax rates
(2,233,338)
20,373,016
-
Effect of share of profit of equity-accounted investee.
(3,135,204)
(1,859,945)
(2,024,785)
Brazil – Tax losses valuation
7,025,919
-
-
Chile –not recognized provisional payment on absorbed profits
17,251,879
-
-
Other increase (decrease) for legal tax
18,252,599
5,034,314
9,429,229
       
       
 Adjustments to tax expenses using the legal rate, total….
(6,828,042)
64,533,536
30,953,181
       
         
Income tax expense using the effective rate
58,540,083
125,931,659
94,068,463
 


 
Main components of effective tax rate reconciliation include:

i.  
During 2015 taxable losses benefit was not recognized over parent company ThCh$ 17,251,879 (taxable income ThCh$ 76,675,018 at 22.5% rate)
ii.  
Financial profit on sale of 51% of the financial retail business. Impact on effective tax rate (ThCh$ 13,015,267)
iii.  
New ruling issued in Colombia about tax offsetting of the CREE tax (ThCh$ 43,696,915)
iv.  
A provision related to taxable losses and badwill recognized on Mercantil Rodriguez acquisition through merge was recorded in Brazil during first quarter 2015 (ThCh$ 7,025,919)

 
F-135

 

 
Other increase (decrease) for legal tax includes minor permanent differences as of December 31, 2015 as follows:

Country
 
ThCh $
 
       
 
Chile
    6,338,716  
 
Argentina
    2,100,341  
 
Colombia
    1,206,006  
 
Brazil
    69,443  
 
Peru
 
    (1,436,872 )
         
 
Total
 
    8,277,634  
         

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.

 
Chile
 
The current income tax rate in Chile that affects the Company is 22.5% (Dec 2014: 21%; Dec 2013: 20%). Under the 2014 enacted tax law, the income tax rate will increase to 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. Alternatively, for the years 2014, 2015, 2016 and 2017 and following fiscal years, an increase of 21%, 22.5%, 24%, and 25%, respectively, will apply in the event that other companies adopt the attributed taxable income system.

 
The Income Tax System adopted by Cencosud was the partially integrated system, unless otherwise is indicated by a future Shareholders Meeting.

 
F-136

 
 
Any other later effects have been recognized within the income statement.

 
Foreign subsidiaries
 
The rates that affect its foreign subsidiaries are: 35% in Argentina, 39% in Colombia, 28% in Peru and 34% in Brazil. Peru enacted in law Nº 30.296 which envisages gradual reduction in taxes from the current 30% to 28% in 2015-2016, 27% in 2017-2018, and 26% from 2019 onwards.

 
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% y 9% rates were established in a temporary way for the 2015, 2016, 2017 y 2018 financial years respectively.

d)
Deferred taxes not recognized.
 
The Company has no unrecognized deferred taxes as of the date of these financial statements.
 
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
 
 
2015
 
   
2014
 
   
2013
 
 
Profit from continuing operations attributable to controlling shareholders
    161,323,912       152,233,031       241,573,109  
Profit from discontinued operations attributable to controlling shareholders
    70,616,993       12,661,641       8,357,240  
                         
Available income for common shareholders, basic...................................................................
    231,940,905       164,894,672       249,930,349  
                         
Weighted average of share number, basic..................
    2,828,723,963       2,828,723,963       2,783,287,215  
Earnings per share from continued operations, basic................................................
    57,0       53,8       87.4  
Earnings per share from discontinued operations, basic................................................
    25.0       4.5       3.0  

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
 
 
2015
 
   
2014
 
   
2013
 
 
Profit from continuing operations attributable to controlling shareholders
    161,323,912       152,233,031       241,573,109  
Profit from discontinued operations attributable to controlling shareholders
    70,616,993       12,661,641       8,357,240  
                         
Available income for common shareholders,
diluted...........................................................................
    231,940,905       164,894,672       249,930,349  
                         
                         
Weighted average of share number, diluted...............
    2,864,250,897       2,828,723,963       2,783,287,215  
Earnings per share from continued operations, diluted................................................
    56,3       53.8       86.8  
Earnings per share from discontinued operations, diluted................................................
    24.7       4.5       3.0  

 
F-137

 
 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
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Weighted average number of shares, basic
    2,828,723,963       2,828,723,963       2,762,910,986  
Increase in shares from share-based compensation plans
    35,526,934       -       20,376,229  
                         
                         
Weighted average number of shares, diluted
    2,864,250,897       2,828,723,963       2,783,287,215  
                         
 
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.
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.

Amended presentation for discontinued operations:

As discussed in Note 2.1, these consolidated financial statements have been restated to retroactively present the Subject Companies as discontinued operations. As such, the following segment information has also been restated to exclude the Subject Companies from the financial services segment and to present them as discontinued operations remaining forty-nine percent (49%) owned by Cencosud as indicated in the Framework Agreement further explained in note 2.1.

28.1
Segmentation criteria

For management purposes, the Company is organized in five operative divisions: 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 operative 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 segment “Support services, financing, adjustments and other”.

 
F-138

 
28.2
Regional information by segment

The segment information which is delivered to the chief operating decision maker (“Board of Directors”) of the reportable segments for the years ended December 31, 2015, 2014 and 2013 in thousands of Chilean pesos, is the following:


Regional information, by segment

Consolidated statement of 
profit and losses
 
Supermarkets
   
Shopping Centers
   
Home improvement
   
Department stores
   
Financial services
   
Support services, financing, adjustments and other
   
Consolidated
   
Discontinued
 
For the year ended December 31, 2015
 
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 
    (1,722,350,594 )     (40,442,523 )     (398,609,716 )     (280,692,906 )     (65,294,285 )     (168,095,805 )     (2,675,485,829 )     (17,371,214 )
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)
    317,448,872       380,401,298       108,439,177       22,771,795       80,350,479       (677,426,702 )     231,984,919       70,616,993  
Profit (loss) from continuing operations
    317,448,872       380,401,298       108,439,177       22,771,795       9,733,486       (677,426,702 )     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
    317,448,872       380,401,298       108,439,177       22,771,795       80,350,479       (677,470,716 )     231,940,905       70,616,993  
Depreciation and amortization
    131,947,935       7,971,325       26,834,291       32,985,941       2,689,343       16,061,477       218,490,312       (715,030 )
 
 
F-139

 
 
Consolidated statement of 
profit and losses
 
Supermarkets
   
Shopping Centers
   
Home improvement
   
Department stores
   
Financial services
   
Support services, financing, adjustments and other
   
Consolidated
   
Discontinued
 
For the year ended December 31, 2014
 
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 )     (34,477,086 )     (327,214,081 )     (258,903,578 )     (42,531,877 )     (157,537,003 )     (2,482,776,958 )     (69,130,204 )
Financial expenses and income, net
    -       -       -       -       -       (215,455,607 )     (215,455,607 )     (38,692,934 )
Participation in profit or loss of equity method associates
    36,241       6,171,965       -       -       -               6,208,206       -  
Exchange differences
    -       -       -       -       -       (23,642,912 )     (23,642,912 )     (19,198,679 )
(Losses) from Indexation
    -       -       -       -       -       (39,575,950 )     (39,575,950 )     (4,969,932 )
Other gains (Losses), net
    -       -       -       2,434,854       -       32,189,627       34,624,481       35,340  
Income tax charge
    -       -       -       -       -       (125,931,659 )     (125,931,659 )     (1,599,496 )
                                                                 
Profit (loss)
    289,602,875       259,361,524       98,785,721       (4,575,436 )     36,100,552       (527,790,559 )     151,484,677       12,661,641  
Profit (loss) from continuing operations
    289,602,875       259,361,524       98,785,721       (4,575,436 )     36,100,552       (527,790,559 )     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       259,361,524       98,785,721       (4,575,436 )     48,762,193       (527,042,205 )     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 )

 
 
F-140

 
 
Consolidated statement of 
profit and losses
 
Supermarkets
   
Shopping Centers
   
Home improvement
   
Department stores
   
Financial services
   
Support services, financing, adjustments and other
   
Consolidated
   
Discontinued
 
For the year ended December 31, 2013
 
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                                 
Revenues from ordinary activities
    7,682,993,707       205,331,757       1,176,889,876       970,359,682       81,651,184       16,932,004       10,134,158,210       206,881,617  
Cost of sales
    (5,782,590,090 )     (23,340,760 )     (787,402,395 )     (701,529,624 )     (25,937,848 )     (3,450,895 )     (7,324,251,612 )     (59,816,671 )
                                                                 
                                                                 
Gross Margin
    1,900,403,617       181,990,997       389,487,481       268,830,058       55,713,336       13,481,109       2,809,906,598       147,064,946  
                                                                 
                                                                 
Other revenues by function
    13,066,677       94,247,902       238,535       225,651       -       512,480       108,291,245       422,737  
Sales, general and administrative expenses 
    (1,608,981,816 )     (38,776,668 )     (309,684,052 )     (245,331,298 )     (15,666,959 )     (139,140,716 )     (2,357,581,509 )     (90,339,754 )
Financial expenses and income, net
    -       -       -       -       -       (190,592,737 )     (190,592,737 )     (34,973,385 )
Participation in profit or loss of equity method associates
    165,512       10,123,927       -       -       -       -       10,289,439          
Exchange differences
    -       -       -       -       -       (22,786,635 )     (22,786,635 )     (9,669,536 )
(Losses) from Indexation
    -       -       -       -       -       (18,885,129 )     (18,885,129 )     (2,074,458 )
Other gains (Losses), net
    -       -       -       1,029,785       -       (4,195,038 )     (3,165,253 )     16,000  
Income tax charge
    -       -       -       -       -       (94,068,463 )     (94,068,463 )     (2,089,310 )
Profit (loss)
    304,653,990       247,586,158       80,041,964       24,754,196       40,046,377       (455,675,129 )     241,407,556       8,357,240  
Profit (loss) from continuing operations
    304,653,990       247,586,158       80,041,964       24,754,196       40,046,377       (455,675,129 )     241,407,556          
Profit (loss) from discontinued operations attributable to owners of the Company
                    -       -       -       -               8,357,240  
 
Profit (loss) of atribuible to non-controlling interest
    -       -       -       -       -       165,553       165,553       -  
Profit for the year attributable to shareholders, Total
    304,653,990       247,586,158       80,041,964       24,754,196       40,046,377       (455,509,576 )     241,573,109       8,357,240  
Depreciation and amortization
    130,205,423       3,949,574       19,481,127       24,609,973       1,776,078       6,553,841       186,576,016       2,461,658  
 
The Company controls the results of each of the operating segments, at the level of revenues, 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 getting financed and managing these resources through the Company Holding 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.
 
 
F-141

 
 
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, 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)
 

 
F-142

 
 
                   
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
-
67,795,886
2,923,969
2,643,819,182
-
   
Cost of sales
(1,257,008,623)
(18,675,802)
(420,660,060)
-
(16,245,766)
(2,001,225)
(1,714,591,476)
-
   
                 
Gross margin
556,577,091
47,912,811
272,264,940
-
51,550,120
922,744
929,227,706
-
 
                   
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
67,170,848
-
8,095,057
(5,722,571)
1,079,489,441
-
 
Cost of sales
(807,058,188)
(372,177)
(50,093,618)
-
-
(142,989)
(857,666,972)
-
 
                 
Gross margin
192,798,603
9,717,139
17,077,230
-
8,095,057
(5,865,560)
221,822,469
-
 
                   
Total
                 
Ordinary income, total
8,159,236,907
214,849,681
1,225,616,060
991,442,445
122,877,729
2,205,260
10,711,029,246
201,825,995
 
Cost of sales
(6,204,110,370
(28,028,570)
(800,341,557)
(741,279,355)
(39,046,459)
(3,368,092)
(7,827,431,886)
( 55,799,003)
 
                 
Gross margin
1,955,126,537
186,821,111
425,274,503
250,163,090
83,831,270
(6,308,161)
2,883,597,360
146,026,992
 

 
 
F-143

 
 
                   
For the year ended  December 31, 2013
 
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
2,227,303,379
112,838,221
448,703,025
955,776,720
0
(1,199,580)
3,743,421,765
206,881,617
 
Cost of sales
(1,667,850,383)
(6,819,735)
(319,188,084)
(689,359,574)
0
(568,775)
(2,683,786,551)
(59,816,671)
 
                   
                   
Gross margin
559,452,996
106,018,486
129,514,941
266,417,146
0
(1,768,355)
1,059,635,214
147,064,946
 
                   
Argentina
                 
Ordinary income, total
1,786,933,136
69,296,509
682,009,977
-
44,739,642
18,871,615
2,601,850,879
-
 
Cost of sales
(1,245,360,758)
(13,833,170)
(434,482,148)
-
(11,406,064)
(2,742,129)
(1,707,824,269)
-
 
                   
                   
Gross margin
541,572,378
55,463,339
247,527,829
-
33,333,578
16,129,486
894,026,610
-
 
                   
                   
Brazil
                 
Ordinary income, total
2,003,897,962
3,983,225
2,007,881,187
 
Cost of sales
(1,550,663,330)
(1,550,663,330)
 
                   
                   
Gross margin
453,234,632
     
3,983,225
457,217,857
   
                   
                   
Peru
                 
Ordinary income, total
745,469,519
14,555,001
-
14,582,962
25,347,365
189,260
800,144,107
   
Cost of sales
(577,962,622)
(2,337,166)
-
(12,170,050)
(14,531,784)
(139,991)
(607,141,613)
   
                   
                   
Gross margin
167,506,897
12,217,835
-
2,412,912
10,815,581
49,269
205,522,180
   
                   
Colombia
                 
Ordinary income, total
919,389,711
8,642,026
46,176,874
7,580,951
(929,290)
980,860,272
   
Cost of sales
(740,752,997)
(350,689)
(33,732,163)
(774,835,849)
   
                   
                   
Gross margin
178,636,714
8,291,337
12,444,711
 
7,580,951
(929,290)
206,024,423
   
                   
Total
                 
Ordinary income, total
7,682,993,709
205,331,757
1,176,889,876
970,359,682
81,651,184
16,932,003
10,134,158,210
206,881,617
 
Cost of sales
(5,782,590,090)
(23,340,760)
(787,402,395)
(701,529,624)
(25,937,848)
(3,450,895)
(7,,324,251,612)
(59,816,671)
 
                   
                   
Gross margin
1,900,403,619
181,990,997
389,487,481
268,830,058
55,713,336
13,481,108
2,809,906,598
147,064,946
 
 
 
F-144

 
 
28.4
Regional information by segment: Total assets
 
                                           
                                           
   
Supermarkets
   
Shopping
centers
   
Home
improvement
   
Department
stores
   
Financial
services
   
Support services,
financing,
adjustments
and other
   
Consolidated
total
 
At December 31, 2015
 
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 entities, 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-145

 
 
   
Supermarkets
   
Shopping
Centers
   
Home
improvement
   
Department
stores
   
Financial
services
   
Support services,
financing,
adjustments
and other
   
Consolidated
total
 
At December 31, 2014
 
 
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
                                           
Current Assets
                                         
Cash and cash equivalent
    152,859,721       6,462,947       11,252,555       26,745,107       16,820,985       4,730,478       218,871,793  
Other financial assets, current
    -       -       -       -       -       47,778,995       47,778,995  
Other non-financial assets, current
    4,081,250       1,174,486       2,264,731       828,702       183,117       2,114,206       10,646,492  
Trade receivables and other receivables, current
    322,351,096       33,472,707       60,528,075       43,259,975       311,292,653       10,672,248       781,576,754  
Trade receivables due from related parties, current
    -       1,371,016       -       -       -       -       1,371,016  
Inventory, current
    700,587,712       -       238,454,570       155,567,301       -       -       1,094,609,583  
Income tax receivable, current
    1,500,907       1,458,328       755,879       6,884,749       2,357,468       41,239,086       54,196,417  
Assets held for the sales
                                    793,416,576               793,416,576  
                                                         
          Total current assets
    1,181,380,686       43,939,484       313,255,810       233,285,834       1,124,070,799       106,535,013       3,002,467,626  
                                                         
Non-Current Assets
                                                       
Other financial assets, non-current
    -       -       -       -       -       302,479,598       302,479,598  
Other non-financial assets, non-current
    -       -       -       -       -       33,873,417       33,873,417  
Trade receivables and other receivables, non-current
    20,154,938       -       -       -       13,202,701       1,419,716       34,777,355  
Equity method investments
    752,427       51,495,487       -       -       -       -       52,247,914  
Intangible assets other than goodwill
    202,601,955       119,575       6,246,077       168,670,499       3,607,455       19,296,619       400,542,180  
Goodwill
    1,444,501,573       35,813,194       4,436,254       138,159,463       59,438,079       -       1,682,348,563  
Property, plant and equipment
    2,048,467,430       356,180,482       309,921,733       261,250,882       3,600,107       30,307,822       3,009,728,456  
Investment property
    -       1,663,592,396       -       -       -       -       1,663,592,396  
In
come tax assets, non-current
    -       -       -       -       -       43,047,543       43,047,543  
Deferred income tax assets
    -       -       -               -       491,398,181       491,398,181  
                                                         
                                                         
Total non-current assets
    3,716,478,323       2,107,201,134       320,604,064       568,080,844       79,848,342       921,822,896       7,714,035,603  
                                                         
Total Assets
    4,897,859,009       2,151,140,618       633,859,874       801,366,678       1,203,919,141       1,028,357,909       10,716,503,229  

28.5
Current Asset and liabilities by segment
 
               
Regional information by segment
Current assets and liabilities
at 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$
 
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
 
 
F-146

 
 
               
Regional information by segment
Current assets and liabilities
at December 31, 2014
 
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$
 
Trade accounts payable and other payables
1,338,355,251
48,485,417
249,240,761
223,566,217
85,351,453
38,087,010
1,983,086,109


28.6
Information by country, assets and liabilities

In thousands of Chilean pesos:

Assets and liabilities by country
 
             
 
Chile
 
Argentina
 
Brazil
 
Peru
 
Colombia
 
Consolidated
total
 
At December 31, 2015
 
ThCh$
ThCh$
ThCh$
ThCh$
ThCh$
ThCh$
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
 
 
At December 31, 2014
           
Total assets
4,950,428,641
1,335,607,168
1,554,510,379
1,180,226,630
1,695,730,411
10,716,503,229
Total liabilities
3,891,354,582
756,061,392
774,639,936
459,527,050
543,434,458
6,425,017,418
Net investment……………
1,059,074,059
579,545,776
779,870,443
720,699,580
1,152,295,953
4,291,485,811
Percentage of equity
24.7
13.5
18.2
16.8
26.9
100.00

 
F-147

 

28.7
Regional information, including intersegments is as follows:
 
                   
   
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-148

 
 
   
For the year ended December 31, 2013
 
 
Regional information, by segment
 
 
Total segment
revenue
 
   
Intersegment
revenue
 
   
Revenue from
external  customer
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Supermarkets
    7,682,064,417             7,682,064,417  
Shopping
    321,500,128       116,168,371       205,331,757  
Home Improvement
    1,187,795,422       10,905,546       1,176,889,876  
Department stores
    970,359,682             970,359,682  
Financial Services
    288,532,801             288,532,801  
Financial Services (discontinued operations)……….
    (206,881,617 )             (206,881,617 )
Others
    17,861,294             17,861,294  
                         
TOTAL
    10,261,232,127       127,073,917       10,134,158,210  
                         

28.8
Non-current assets by country
 
                                     
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  
                                                 
                                                 
                                                 
                                                 
 
 
F-149

 
 
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, deferred tax assets as per IFRS 8.
 
28.9
Consolidated Cash Flow by segment:
                                                 
Regional information by segment Consolidated
Segment Flows at December 31, 2015
 
 
Supermarkets
 
   
Shopping
Center
 
   
Home
Improvement
 
   
Department
Stores
 
   
Financial
Services
(Insurance +
cards +
bank)
 
   
Support
Services,
Financing,
and Other
Settings
 
   
Total
Consolidated
 
   
Discontinued Operation Financial Services
 
 
 
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
 
Net cash flows from (used in) operating
activities
    502,054,722       124,581,483       (53,140,235 )     71,084,189       107,421,510       (115,850,565 )     636,151,104       (107,449,303 )
Net cash flows from (used in) investing
activities
    (130,868,251 )     3,383,197       (49,860,744 )     (22,433,306 )     352,286,254       (121,460,716 )     31,046,434       (750,271 )
Net cash flows from (used in) financing
activities
    (308,854,354 )     (123,873,698 )     86,744,254       (61,827,940 )     (474,267,946 )     243,470,630       (638,609,054 )     35,258,696  
                                                                 

 
F-150

 

                                                 
Regional information by segment Consolidated
Segment Flows at December 31, 2014
 
 
Supermarkets
 
   
Shopping
Center
 
   
Home
Improvement
 
   
Department
Stores
 
   
Financial
Services
(Insurance +
cards +
bank)
 
   
Support
Services,
Financing,
and Other
Settings
 
   
Total
Consolidated
 
   
Discontinued Operation Financial Services
 
 
 
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
 
Net cash flows from (used in) operating
activities
    352,955,364       124,889,629       (7,609,958 )     31,120,679       46,386,466       (158,258,909 )     389,483,271       14,583,058  
Net cash flows from (used in) investing
activities
    (154,641,311 )     (33,155,410 )     (22,292,309 )     (15,108,427 )     1,743,516       (9,942,326 )     (233,396,267 )     1,996,104  
Net cash flows from (used in) financing
activities
    (177,846,105 )     (89,306,076 )     33,326,282       (2,623,869 )     (47,718,370 )     171,789,652       (112,378,486 )     (80,580,490 )



                                                 
Regional information by segment Consolidated
Segment Flows at December 31, 2013
 
 
Supermarkets
 
   
Shopping
Center
 
   
Home
Improvement
 
   
Department
Stores
 
   
Financial
Services
(Insurance +
cards +
bank)
 
   
Support
Services,
Financing,
and Other
Settings
 
   
Total
Consolidated
 
   
Discontinued Operation Financial Services
 
 
 
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
   
ThCh$
 
 
Net cash flows from (used in) operating
activities
    297,980,105       116,800,693       (11,153,014 )     23,490,373       61,466,198       (123,802,312 )     364,782,043       62,716,526  
Net cash flows from (used in) investing
activities
    (250,966,957 )     (56,305,223 )     (27,988,274 )     (14,195,064 )     (11,226,681 )     40,174,729       (320,507,470 )     (11,140,591 )
Net cash flows from (used in) financing
activities
    (78,033,044 )     (63,007,924 )     34,736,268       (24,550,736 )     (59,941,493 )     83,767,553       (107,029,376 )     8,888,132  
                                                                 
 
 
F-151

 
 
28.10
Additions to non-current assets:


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  
                                                         
                                                         
 
As of December 31, 2014
 
 
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
    112,859,466       18,802,562       12,941,331       22,010,115       660,035       16,420,023       183,693,532  
Intangible asset, other that goodwill
    13,062,984       36,232       664,554       371,636       1,370,169       4,203,510       19,709,085  
Investment properties
    -       25,060,310       -       -       -       -       25.060,310  
Total additions
    125,922,450       43,899,104,       13,605,885       22,381,751       2,030,204       20,623,533       228,462,927  
 
 
F-152

 

 
28.11
Financial information of Bank Paris:

Below is classified financial information of Banco Paris, used in the consolidation of Cencosud SA at December 31, 2015 and December 31, 2014.
 
   
As of December 31,
 
 
Assets
 
 
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
             
Current assets
           
Cash and cash equivalents
    2,112,443       16,005,243  
Other financial assets, current
    71,414,725       9,990,759  
Trade receivables and other receivables
    2,329,044       106,543,456  
Current tax assets
    879,480       1,664,830  
                 
                 
Total current assets
    76,735,692       134,204,288  
                 
                 
Non-current assets
               
Trade receivable and other receivables, non-current
    11,658       11,658  
Receivables from related entities
    9,657,812       100,530,025  
Equity method investment
    286,971       396,861  
Intangible assets other than goodwill
    4,007,116       3,205,105  
Property, plant and equipment
    694,961       695,289  
Deferred income tax assets
    7,369,856       5,777,461  
                 
                 
Total non-current assets
    22,028,374       110,616,399  
                 
                 
Total assets
    98,764,066       244,820,687  
                 

 
F-153

 
Below is classified financial information of Banco Paris, used in the consolidation of Cencosud SA at December 31, 2015 and December 31, 2014.
 
             
   
As of December 31,
 
 
Net equity and liabilities
 
 
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
             
Current liabilities
           
Other financial liabilities, current
    39,573,017       134,403,164  
Trade payables and other payables
    2,214,908       8,659,514  
Current income tax liabilities
    120,617       2,040,819  
Current provision for employee benefits
    122,004       402,241  
                 
                 
Total current liabilities
    42,030,546       145,505,738  
                 
                 
Non-current liabilities
               
Other financial liabilities,
    8,235,347       49,183,735  
Trade accounts payables
    1,845,689       3,759,019  
Deferred income tax liabilities
    1,136,117       1,408,928  
                 
                 
Total non-current liabilities
    11,217,153       54,351,682  
                 
                 
Total liabilities
    53,247,699       199,857,420  
                 
                 
Net equity
               
Paid-in capital
    39,579,421       39,579,421  
Retained earnings (accumulated losses)
    762,673       3,543,402  
Other reserves
    5,174,273       1,840,444  
                 
                 
Net equity attributable to controlling shareholders
    45,516,367       44,963,267  
Non-controlling interest
    -       -  
                 
                 
Total net equity
    45,516,367       44,963,267  
                 
                 
Total net equity and liabilities
    98,764,066       244,820,687  
                 

 
F-154

 
 
Below is classified financial information of Banco Paris, used in the consolidation of Cencosud SA at December 31, 2015 and December 31, 2014.
 
             
   
For the year ended
December 31,
 
Statement of profit and loss
 
2015
   
2014
 
 
ThCh$
   
ThCh$
 
Revenues from ordinary activities
    18,993,396       52,029,906  
Cost of Sales
    (2,992,728 )     (9,416,113 )
                 
Gross Margin
    16,000,668       42,613,793  
Administrative expenses
    (15,617,828 )     (26,635,118 )
Financial income
    1,109,436       314,722  
Financial expenses
    (5,962,765 )     (12,431,877 )
Other gains (losses)
    3,519,964       (1,686 )
Exchange differences
    120,571       10,260  
                 
Profit before tax
    (829,954 )     3,870,094  
Income tax charge
    1,592,627       (326,692 )
                 
Profit from ongoing operations
    762,673       3,543,402  
                 
Net profit
    762,673       3,543,402  
                 
 
 
F-155

 
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, 2015. 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, 2051 to the metropolitan administrative authority (Secretaria Regional Ministerial – “SEREMI”), who issued a ruling accepting the Company`s pretentions and ordering the Municipality to adjust its decision. 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 an appeal to the Supreme Court alleging to obtain the “SEREMI’s”decision issued on November 25, 2015. The Court has sustained the allegation is waiting to a definitive decision. The Company will keep following the legal channels to obtain a positive outcome. It is estimated that the chances of obtaining a favorable outcome to the position of the Company are reasonably higher than obtaining an unfavorable outcome.
 
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 GBarbosa Comercial (Brazil) 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.

 
Based on the opinion of a legal advisor, we 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 439. Our legal advisors consider that the chances of getting a favorable ruling to the position of the company are reasonably higher than obtain an unfavorable ruling.

29.2
Taxation legal proceedings

As of December 31, 2015 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
9,346,562
Trial
Positive
 
Cencosud Internacional Limitada
Shares transference cost
28,889,219
Trial
Positive
 
Cencosud Retail S.A.
Offsetting losses
1,915,547
Appeal
Positive
 
Paris Administradora Sur Limitada
Offsetting losses
60,700
Trial
Positive
 
Paris Administradora Centro Limitada
Deductible expenses, offsetting losses
780,982
Trial
Positive
 
Inmobiliaria Bilbao Limitada
Offsetting losses
131,424
Trial
Positive
 
Eurofashion Limitada
Assets transference, deductible expenses
370,290
Trial
Positive
 
Paris Administradora Limitada
Deductible expenses, offsetting losses
375,686
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

 
F-156

 
 
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, 2015 and 2014 are detailed below:
 
   
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Up to one year                                                            
    152,387,014       154,892,848  
Between two and up to five years                                                            
    547,600,574       574,808,033  
Over five years                                                            
    1,329,170,572       1,439,759,315  
                 
                 
Total                                                            
    2,029,158,160       2,169,460,196  
                 


Lease payments and subleases recognized in the statement of profit and loss:
   
As of December 31,
 
 
   
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Minimum payments from operational leases
    157,521,162       158,296,623  
Contingent leases from operational leases
    29,220,999       30,029,268  
                 
                 
Total                                                                
    186,742,161       188,325,891  
                 


 
F-157

 
The Minimum Future payments of leases, as a Lessor as of December 31, 2015 and 2014 are detailed below:
 
   
As of December 31,
 
 
   
2015
 
   
2014
 
 
   
ThCh$
   
ThCh$
 
Up to one year                                                                
    114,179,348       151,493,592  
Between two and five years                                                                
    367,590,156       320,728,865  
Over five years                                                                
    133,433,795       103,388,470  
                 
                 
Total                                                                
    615,203,299       575,610,927  
                 

The contingent income recognized during 2015 in the statement of profit and loss amounts to ThCh$ 41.425.190 (ThCh$ 28,208,503 as of December 31, 2014).

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.


30.2
Financial leases

In Other property, plant and equipment are assets acquired under finance leases.
 
   
Balance as of,
 
 
   
31/12/2015
   
31/12/2014
 
Property, plant and equipment, net
 
 
ThCh$
 
   
ThCh$
 
 
Land
    11,651,800       8,044,818  
Buildings
    13,461,711       13,349,228  
Machinery
    -       1,564,895  
Equipment
    143,655       48,973  
Vehicles
    -       102,481  
                 
                 
Total
    25,257,166       23,110,395  
                 

 
F-158

 

The values of the future payments under these leases are as follows:

                   
   
31/12/2015
 
 
Reconciliation of minimum lease payments
 
 
Present Value
ThCh$
 
   
Interest
ThCh$
 
   
Gross
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  
                         

                   
   
31/12/2014
 
 
Reconciliation of minimum lease payments
 
 
Present Value
ThCh$
 
   
Interest
ThCh$
 
   
Gross
ThCh$
 
 
Less than one year
    2,671,208       334       2,671,542  
Between one and five years
    10,272,891       2,143,859       12,416,750  
More than five years
    21,285,987       1,131,900       22,417,887  
                         
                         
Total
    34,230,086       3,276,093       37,506,179  
                         

 
 
F-159

 

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
 
 
2015
 
   
2014
 
   
ThCh$
   
ThCh$
 
Inoxcentro Comercial S.A
    -       10,173  
Polex Chile SA
    -       4,489  
Ascensores Schindler Chile S.A.
    1,400,974       -  
Constructora Inarco S.A.
    632,517       -  
Desarrollo Constructivo Axis S.A.
    22,500       -  
                 
Total guarantees obtained for work completion
    2,055,991       14,662  
                 
Guarantees received for store leases
    10,418,684       8,252,727  
                 
                 
Total guarantees related to work in progress
    12,474,675       8,267,389  
                 


31.2
Direct guarantees
 
                 
 
Debtor
 
 
Committed Assets
 
Guarantee creditor
 
Name
 
Relation
 
Guarantee
type
 
Type
 
Book value
2015
 
Book value
2014
 
 
         
ThCh$
ThCh$
 
Other
Cencosud S.A Argentina
Subsidiary
Mortgage
Property, plant and equipment
3,630,138
4,154,567
 
               
               
Total property, plant and equipment
     
3,630,138
4,154,567
 
               


 
F-160

 
31.3 Debt Balance from Direct Guarantees
 
           
 
Debtor
 
       
Guarantee creditor
 
Name
 
Relation
 
Guarantee
type
 
Book value
2015
 
Book value
2014
 
       
ThCh$
ThCh$
Other
Cencosud S.A  Argentina
Subsidiary
Mortgage
3,630,138
4,154,567
           
           
Total property, plant and equipment
     
3,630,138
4,154,567
           
 

32
Personnel distribution

The distribution of personnel of the Company is the following:
 
 
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
           

 
F-161

 


   
As of December 31, 2014
 
       
Company
 
 
Managers
and main
executives
 
   
Professionals
and
technicians
 
   
Workers
and
other
 
   
Total
 
   
Average
 
 
Cencosud S.A.
    12       924       216       1,152       1,186  
Subsidiaries in Chile—Argentina Brazil—Peru—Colombia
    337       18,090       133,655       152,082       148,769  
                                         
                                         
Total
    349       19,014       133,871       153,234       149,955  
                                         


33
Stock options

As of December 31, 2015, the Company has a share-based compensation plan for executives of Cencosud S.A. and Affiliates. The details of the arrangements are described below:

Agreement
 
 
Stock options granted to key
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,
 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,
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,
 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,
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.
       
 
 
F-162

 
 
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
 


 
F-163

 
As at September 28th, 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 28th, 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
 
 
 
2015
 
   
2014
 
 
 
 
1) Outstanding as of the beginning of the period
    25,191,698       22,010,664  
 
2) Granted during the period
    35,526,934       10,152,500  
 
3) Forfeited during the period
 
    (18,596,806 )     (1,762,368 )
 
4) Exercised during the period
 
    -       -  
 
5) Expired at the end of the period
 
    (6,444,842 )     (5,209,098 )
 
6) Outstanding at the end of the period
 
    35,676,984       25,191,698  
 
7) Vested and expected to vest at the end of the period
 
    35,676,984       25,191,698  
 
8) Eligible for exercise at the end of the period
 
    412       675  

 
F-164

 

 
                   
Stock options—Impact in P&L
 
 
2015
 
   
2014
 
   
2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Impact in the income statement
    5,818,354       2,822,081       3,743,479  
 
In relation to the 2016, 2015 and 2014 Retention Plans, the outstanding options as of December 31, 2015 had a weighted-average contractual life of 0.96 years, 0.73 years and 0.42 years respectively. As of December 31, 2014 those options had a weighted-average contractual life of 1.73 years (2015 plan), and 0.92 (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.
 
34
Discontinued operations

 
The Company, together with its subsidiaries Cencosud Retail S.A. and Easy S.A., entered into a framework agreement on June 20, 2014 (the “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”). The Framework Agreement provides that the Business shall be operated through (i) Cencosud Administradora de Tarjetas S.A. (“CAT”), a current 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 Framework Agreement (together with CAT, hereinafter, the “Subject Companies”). As part of the agreement, Scotiabank Chile, upon regulatory approvals, shall acquire fifty-one percent (51%) controlling interest of each of the Subject Companies, with Cencosud retaining the remaining forty-nine percent (49%) non-controlling interest.

 
Under IFRS Standard  N° 5 (“IFRS 5”), “Disposal of subsidiaries, business and non-current assets”, the Subject Companies are considered as “Assets held for sale” as a result of Cencosud’s commitment to sell a controlling interest to an unrelated party under the Framework Agreement.

 
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 to 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 on the face of the statements of cash flows. IFRS 5 requires that a company “re-present” its financial disclosure of discontinued operations for all prior periods presented in the financial statements so that the disclosures relate to all operations that have been discontinued by the end of the reporting period for the latest period presented.

According to the above, from September 30, 2014 NIIF 5 Guidelines – “non-current assets maintained for sale and discontinued operations”, was implemented in our financial reports, revealing all the Chilean Financial Retail operations separately since that date up to we proceed to the loss of control of retail finance companies. As such, the Company has presented the Subject Companies as discontinued operations in this consolidated financial statements as of December 31, 2015 and December 31, 2014, it has also restated the consolidated statements of profit and loss of December 31, 2014, and 2013, and of cash flows of December 31, 2014 and 2013 to retroactively present the Subject Companies as discontinued operations.

The term for the consummation of the transaction was estimated by the Company to be from 3 to 6 months from the date of entry into the Framework Agreement, with the maximum term to comply with the aforementioned conditions precedent being 12 months.

 
As of April 13, 2015 the Chilean Regulator, Superintendencia de Bancos e Instituciones Financieras, approved the joint venture transaction. On May 1st, 2015 the transaction was formally completed. The operation involves the management of the portfolio of credit cards and consumer loans and offer additional products and financial services.

 
The transaction valued at US $ 280 million (M$ 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 M$ 61,372,533 within the consolidated statement of profit and loss by function, under the " Profit from discontinued operations " line. The generated profit includes M $ 30,144,477 corresponding to the benefit related to the measurement at fair value of non-controlling interest in subsidiaries held after the sale.
 
 
F-165

 
 
 
a)  
The assets and liabilities sold at the sale date were as follows:

 
Assets
 
 
 
4/30/2015
 
 
 
   
ThCh$
 
       
 
Current assets
     
 
Cash and cash equivalents
 
    2,763,976  
 
Other financial assets, current
 
    12,600,000  
 
Other non-financial assets, current
 
    907,848  
 
Trade receivables and other receivables, current
 
    306,786,221  
 
Receivables due from related entities, current
 
    23,800,709  
 
Current tax assets
 
    577,032  
         
         
 
Total current assets
 
    347,435,786  
         
         
 
Non-current assets
 
       
 
Trade receivables and other receivables, non-current
 
    34,902,150  
 
Receivables due from related entities, non-current
 
    14,056,669  
 
Intangible assets other than Goodwill
 
    2,252,430  
 
Property, plant and equipment
 
    1,959,049  
 
Non-current tax assets
 
    484,662  
 
Deferred income tax assets
 
    13,105,275  
         
         
 
Total non-current assets
 
    66,760,235  
         
         
 
Total assets
 
    414,196,021  
         

 
F-166

 
 

Net equity and liabilities
 
4/30/2015
 
 
 
ThCh$
 
     
Current liabilities
   
 
Other financial liabilities, current
 
635,042
 
 
Trade payables and other payables, current
 
16,147,455
 
 
Payables to related entities, current
 
10,500,744
 
 
Other provisions, current
 
2,160,800
 
 
Current income tax liabilities
 
2,253,928
 
 
Current provision for employee benefits
 
1,699,954
 
     
   
Total current liabilities
33,397,924
 
     
     
Non-current liabilities
   
 
Payables to related entities, non-current
 
315,220,271
 
 
Deferred income tax liabilities
 
521,603
 
     
   
Total non-current liabilities
315,741,874
 
     
     
Total liabilities
349,139,798
     
   
 
Total net assets
 
65,056,223
 
     
   

 
F-167

 
 
b)  
Assets and liabilities of disposal group held for sale
 
As of December 31, 2015, and 2014 assets and liabilities held for disposal were as follows:
 
Assets
 
 
 
12/31/2015
 
 
   
12/31/2014
 
 
 
   
ThCh$
   
ThCh$
 
             
 
Current assets
           
 
Cash and cash equivalents
    -       755,493  
 
Other financial assets, current
 
    -       3,427,594  
 
Other non-financial assets, current
 
    -       88,360  
 
Trade receivables and other receivables
 
    -       445,652,518  
 
Current tax assets
 
    -       356,247  
                 
                 
 
Total current assets
 
    -       450,280,212  
                 
                 
 
Non-current assets
 
               
 
Other non-financial assets, non-current
 
    -       -  
 
Trade receivable and other receivables, non-current
 
    -       120,815,446  
 
Intangible assets other than Goodwill
 
    -       207,571,741  
 
Property Plan and Equipment
 
    -       1,816,591  
 
Non-Current tax assets
 
    -       484,662  
 
Deferred income tax assets
 
    -       12,447,924  
                 
                 
 
Total non-current assets
 
    -       343,136,364  
                 
                 
 
Total assets
 
    -       793,416,576  
                 
 
 
F-168

 
 
Net equity and liabilities
 
12/31/2015
 
 
12/31/2014
 
 
 
 
ThCh$
ThCh$
 
       
Current liabilities
     
Other financial liabilities, current
-
 134,403,119
 
Trade payables and other payables
-
 28,054,214
 
Other provisions, current
-
 2,139,131
 
Current income tax liabilities
-
 357,563
 
Current provision for employee benefits
-
 2,232,715
 
       
     
 
Total current liabilities
 
 
-
 
 
167,186,742
 
 
       
       
Non-current liabilities
     
Other non-financial liabilities,
-
 49,183,735
 
Accounts payables due to related parties
-
 -
 
Deferred income tax liabilities
-
 420,955
 
       
     
Total non-current liabilities
-
49,604,690
 
       
       
Total liabilities
-
216,791,432
 

 
 
F-169

 

c)  
Results of discontinued operation

The following tables present the results for the discontinued operations

For the year ended:
 
 
31/12/2015
 
   
31/12/2014
 
   
31/12/2013
 
 
In thousands of Chilean pesos
 
 
ThCh$
   
ThCh$
   
ThCh$
 
Revenues from ordinary activities
    60,759,616       201,825,995       206,881,617  
Cost of sales
    (20,400,024 )     (55,799,003 )     (59,816,671 )
                         
                         
Gross Profit
    40,359,592       146,026,992       147,064,946  
                         
                         
Other revenues by function
    436,450       190,554       422,737  
Sales, general and administrative expenses
    (17,371,214 )     (55,459,874 )     (60,173,810 )
Other expenses by function
    -       (13,670,330 )     (30,165,944 )
Other gain (losses),net
    61,376,274       35,340       16,000  
                         
Results from operating activities
    84,801,102       77,122,682       57,163,929  
                         
Finance income
    131,448       259,620       (144,562 )
Finance expenses
    (14,354,550 )     (38,952,554 )     (34,828,823 )
Exchange differences
    2,760,915       (19,198,679 )     (9,669,536 )
(Losses) from indexation
    (38,046 )     (4,969,932 )     (2,074,458 )
                         
                         
Results from operating activities before income tax
    73,300,869       14,261,137       10,446,550  
Income Tax
    (2,683,876 )     (1,599,496 )     (2,089,310 )
                         
Profit from discontinued operations net of tax
    70,616,993       12,661,641       8,357,240  
                         
Depreciation and amortization
    715,030       2,299,772       2,461,658  
                         
                         
Earnings per share from discontinued operations, basic..................
    25.0       4.5       3.0  
Earnings per share from discontinued operations, diluted................
    24.7       4.5       3.0  


d)  
Cash flows from (used in) discontinued operations

For the year ended  
 
31/12/2015
 
   
31/12/2014
 
   
31/12/2013
 
 
   
ThCh$
   
ThCh$
   
ThCh$
 
Net cash from (used in) operating activities
    (107,449,303 )     14,583,058       62,716,526  
Net cash from (used in) investing activities
    169,095,101       1,996,104       (11,140,591 )
Net cash from (used in) financing activities
    35,258,696       (80,580,490 )     8,888,132  
 
 
F-170

 
 
35
Changes in accounting policies
 
 
From 2015 financial year, the Company has decided to change the accounting policy related to allocation in the statement of profit and loss of the impacts related to the measurement at fair value of financial instruments and derivative contracts, which together meet criteria for applying hedge accounting. Likewise, this change in accounting policy has been adopted for derivative instruments classified as speculative, in the case that these have not been designated as hedges.

35.1
Reasons of the change in the accounting policy
 
 
The decision of voluntary change in accounting policy has been adopted in order to reflect more reliable and consistent impact of financial transactions and financial derivative contracts. Previously, measurement effects at fair value related to the ineffective portion of designated hedges and economic hedges, over financial instruments and derivative contracts were recognized under the caption "other gains and losses", which was including components with a financial nature and origin. By the adopted change, these effects will be presented under the non-operating items of "exchange difference" and "interest expense" depending on the nature of the hedged item.
 
By applying this change, the effects are recognized separately and according to the hedged risk (exchange rates difference or interest expense), thus preventing these impacts are mixed with various other operational transactions that are presented in the caption "Other gains (losses)".

35.2
Nature of the change in the accounting policy
 
35.2.1                      Recognition in applying the current accounting policy for hedge accounting by type of risk, used to be applied as follows:

a)  
Foreign Exchange Currency risk: Classified as cash flow hedge, the effective portions of the changes in the fair value of derivatives that have been designated and qualify as cash flows hedges are recorded initially in net equity through other comprehensive income. Subsequently, the related accumulated amounts in OCI are recycled from equity to the statement of income as the hedge item affects the profit and loss statement, both in the same line item “Exchange differences”. The gain or loss related to the ineffective portion is recorded immediately in the statement of profit and loss as “other gains (losses)”.

b)  
Interest rate risk: The hedge is classified depending on the interest rate contract:

·  
Derivative financial instrument contracts agreed under a fixed rate interest: Classified as 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 initially in net equity through other comprehensive income. Subsequently, the related accumulated amounts in OCI are recycled from equity to the statement of profit and loss as the hedge item affects the profit and loss statement, both in the same line item “Finance Expenses”. The gain or loss related to the ineffective portion is recorded immediately in the statement of profit and loss as “other gains (losses)”.

·  
Derivative financial instrument contracts agreed under a variable interest rate: Classified as fair value hedges, changes in the fair value are recorded in the statement of income, together with gains and losses on the hedging instrument. The gain or loss related to the effective portion of the hedging instrument and hedged item is recognized in the statement of gains and losses as “financial expenses.” The ineffective portion of hedging instrument is recognized within the income statement in the line item “Other gains (losses)”.

Additionally, gains and losses arising from financial derivative instruments that do not meet effectiveness criteria, non-hedging derivatives, are recognized in the line item “ Other gains (losses)”, considering the limited guidance provided by IAS 39 regarding the classification of the hedging effects in the statement of income.

35.2.2                      Voluntary change in accounting policy adopted since current financial year

Company’s Management has decided to reassess its accounting policy regarding the classification in the income statement of the gains and losses related to the ineffective portion of the hedges. Consequently, given the nature and purpose of the derivative financial instruments designated as hedges (economical and those complying with IAS 39 guidance), as well as the nature of hedged items and the activities for which such financial instruments were contracted, the Company has concluded that the ineffective portion of the effects of measurement at fair value such derivative financial instruments should be recognized in the same line item of the income statement that those accounting effects of the related hedge items. Furthermore, the Company believes that the new classification of gains and losses derived from the ineffective portion of hedging derivatives and non-hedging derivatives will improve the financial information for its users as these will not affect operating profit and will provide more relevant and reliable information. The voluntary change in this accounting policy will be applied retrospectively for the whole periods that need to be revealed comparatively.

Accordingly, changes in the fair value of derivatives financial instruments arising from the ineffective portion of hedging interest rate risk should be recognized in the line item "finance expense" in accordance with the new accounting policy, and those effects arising from the change in fair value related to the ineffective portion of hedging the exchange rate risk are recognized in the line item "exchange differences".

 
F-171

 
 
Consistently with the above mentioned, changes in the fair value of non-hedging derivative financial instruments should also be recognized by its nature (derivative financial instruments hedging the exchange rate risk in the line item "foreign exchange" and derivative financial instruments hedging the interest rate risk in the line item "finance expenses").
 
Except for the change in the accounting policy formerly mentioned, no other changes in accounting policies have been applied by the Company during 2015.

35.3
Impacts of the change in the accounting policy
 
In detail, the change in accounting policy for the years ended as of December 31, 2015, 2014, and 2013 is shown as follows:
 
Effects of the Change
 
 
 
 
For the year ended 12/31/2015
 
 
   
 
For the year ended 12/31/2014
 
 
   
 
For the year ended 12/31/2013
 
 
 
   
Before
 change
   
Change
 effects
   
After
change
   
Before
 change
   
Change
 effects
   
After
change
   
Before
 change
   
Change
 effects
   
After
change
 
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
   
ThCh$
 
 
Other gains (losses)
    (135,008,167 )     10,553,446       (124,454,721 )     34,624,481       (41,139,461 )     (6,514,980 )     26,365,872       (29,531,125 )     (3,165,253 )
                                                                         
 
Operating profits
 
    578,138,588       10,553,446       588,692,034       549,882,599       (41,139,461 )     508,743,138       586,982,206       (29,531,125 )     557,451,081  
 
Finance expenses
    (247,802,343 )     (11,236,054 )     (259,038,397 )     (222,164,751 )     41,907,248       (180,257,503 )     (223,855,751 )     27,263,839       (196,591,912 )
 
Exchange differences
 
    (117,425,445 )     682,608       (116,742,837 )     (23,642,912 )     (767,787 )     (24,410,699 )     (25,053,921 )     2,267,286       (22,786,635 )
                                                                         
 
Profit before tax
 
    219,908,009       -       219,908,009       277,416,336       -       277,416,336       335,476,019       -       335,476,019  
 
Profit from continuing operations
 
    161,367,926       -       161,367,926       151,484,677       -       151,484,677       241,407,556       -       241,407,556  
 
Profit from discontinued operations
 
    70,616,993       -       70,616,993       12,661,641       -       12,661,641       8,357,240       -       8,357,240  
 
Profit
 
    231,984,919       -       231,984,919       164,146,318       -       164,146,318       231,984,919       -       249,764,796  
                                                                         
 
 
F-172

 
 
36
Environmental matters

As of December 31, 2015 and 2014, the Company has not made disbursements related to the protection of the environment, and there are no future commitments with regards to this matter.
 
37           Sanctions

At December 31, 2015 and December 31, 2014 the Superintendence of Securities and Insurance and other administrative authorities have not applied sanctions to the Company or its Directors


38
Subsequent events

·  
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. $23 million at the time of the suit filing).

·  
On March 1st, 2016, Sociedad Comercial de Tiendas S.A., a subsidiary of Cencosud SA, has reached an agreement with Parque Arauco S.A. ("Parque Arauco") to sell the shares of Comercial de Tiendas S.A. owns in Inmobiliaria Mall Viña del Mar S.A. (“The Company"), corresponding to one third part of the shares issued by the Company for a total value of 4,275,000 adjustable units (“Unidad de Fomento” or “UF”).

“Parque Arauco”, Sociedad Comercial de Tiendas S.A., and Central Store S.A., successor of Comercial ECCSA S.A. ("Ripley") are the shareholders in equal parts of “The Company” shares. “The Company” poses the ownership of “Mall Marina Arauco” and “Boulevard Marina Arauco” shopping centers located in Viña del Mar - Chile, and Mall Curico, located on the city named equally, also on the Chilean territory.

Notwithstanding this agreement, as a result of an existing shareholders deal, “Ripley” may exercise partially or totally an option to purchase up to 50% of the shares held by Sociedad Comercial de Tiendas S.A., under the same terms agreed with “Parque Arauco”, by which “Parque Arauco” will acquire all shares of the “The Company” that are currently owned by Sociedad Comercial de Tiendas S.A. and may be not acquired by “Ripley” in the exercise of its preemption.

Thus, if the purchase by “Parque Arauco” were for all of the shares held by Sociedad Comercial de Tiendas S.A., the total price would be UF 4,275,000, payable in cash. If the purchase by “Parque Arauco” was by a smaller percentage, the price would decrease proportionally for “Parque Arauco”, and Ripley must acquire the shares of the Company which had exercised under its option, having to pay the equivalent value to Cencosud.

In any case Cencosud will sell its entire shareholding in “The Company” and thereby it will receive the amount of 4,275,000 UF.

·  
The Board of Directors ordinary session held on April 1, 2016 agreed to propose to the Ordinary Shareholders Meeting, to be held on April 29, 2016, a final dividend of Ch$ 10 per share which will be sum up to the interim dividend of Ch$ 16 per share paid in December 2015, everything chargeable to 2015 net profits (Ch$ 73,903,950,172); and to distribute an eventual dividend of Ch$ 50 per share chargeable to the previous years retained earnings (Ch$ 142,122,981,100). This entire dividend would be paid from May 17, 2016.
 
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.
 
F-173