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View Annual Report Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38262 LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA SOCIEDAD ANÓNIMA (Exact name of Registrant as specified in its charter) LOMA NEGRA CORPORATION Republic of Argentina (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) Loma Negra C.I.A.S.A. Cecilia Grierson 355, 4th Floor Zip Code C1107CPG – Ciudad Autónoma de Buenos Aires Argentina (Address of principal executive offices) Marcos Isabelino Gradin Cecilia Grierson 355, 4th Floor Zip Code C1107CPG – Ciudad Autónoma de Buenos Aires Argentina Tel: 54-11-4319-3048 Email: [email protected] (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: Trading Name of each exchange Title of each class Symbol(s) on which registered American Depositary Shares, each representing 5 LOMA New York Stock Exchange Ordinary Shares of Loma Negra C.I.A.S.A. Ordinary Shares of Loma Negra C.I.A.S.A. LOMA New York Stock Exchange* * Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the 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 total number of issued and outstanding shares of each class of stock of Loma Negra C.I.A.S.A. as of December 31, 2019 was: 596,026,490 ordinary shares, nominal value Ps.0.10 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 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 ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark 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 Other ☐ Accounting Standards Board ☒ 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 ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ Table of Contents TABLE OF CONTENTS TABLE OF CONTENTS i CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS iv PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and Senior Management 1 B. Advisers 1 C. Auditors 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A. Selected Financial Data 1 B. Capitalization and Indebtedness 4 C. Reasons for the Offer and Use of Proceeds 4 D. Risk Factors 4 ITEM 4. INFORMATION ON THE COMPANY 44 A. History and Development of the Company 44 B. Business Overview 46 C. Organizational Structure 65 D. Property, Plants and Equipment 65 ITEM 4A. UNRESOLVED STAFF COMMENTS 71 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 71 A. Operating Results 72 B. Liquidity and Capital Resources 106 C. Research and Development, Patents and Licenses, etc. 113 D. Trend Information 114 E. Off-Balance Sheet Arrangements 115 F. Tabular Disclosure of Contractual Obligations 115 G. Safe Harbor 116 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 117 A. Directors and Senior Management 117 B. Compensation 121 C. Board Practices 122 D. Employees 126 E. Share Ownership 126 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 126 A. Major Shareholders 126 B. Related Party Transactions 128 C. Interests of Experts and Counsel 129 ITEM 8. FINANCIAL INFORMATION 129 A. Consolidated Statements and Other Financial Information 129 B. Significant Changes 135 ITEM 9. THE OFFER AND LISTING 140 A. Offer and Listing Details 140 B. Plan of Distribution 140 C. Markets 140 D. Selling Shareholders 140 E. Dilution 140 F. Expenses of the Issue 140 ITEM 10. ADDITIONAL INFORMATION 140 i Table of Contents A. Share Capital 140 B. Memorandum and Articles of Association 140 C. Material Contracts 143 D. Exchange Controls 143 E. Taxation 144 F. Dividends and Paying Agents 151 G. Statement by Experts 151 H. Documents on Display 151 I. Subsidiary Information 152 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 152 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 154 A. Debt Securities 154 B. Warrants and Rights 154 C. Other Securities 154 D. American Depositary Shares 154 PART II 156 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 156 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 156 A. Material Modifications to the Rights of Security Holders 156 B. Material Modifications to the Rights of any Class of Registered Securities 156 C. Withdrawal or Substitution of a Material Amount of the Assets Securing any Class of Registered Securities 156 D. Changes in the Trustee or Paying Agents for any Registered Securities 156 E. Use of Proceeds 156 ITEM 15. CONTROLS AND PROCEDURES 156 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 157 ITEM 16B. CODE OF ETHICS 157 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 158 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 158 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 158 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 158 ITEM 16G. CORPORATE GOVERNANCE 159 ITEM 16H. MINE SAFETY DISCLOSURE 160 PART III 160 ITEM 17. FINANCIAL STATEMENTS 160 Not applicable. 160 ITEM 18. FINANCIAL STATEMENTS 160 Our audited consolidated financial statements are included in this annual report beginning at Page F-1. 160 ITEM 19. EXHIBITS 161 ii Table of Contents Market Data and Other Information We obtained the market and competitive position data, including market forecasts, used throughout this annual report from internal surveys, market research, publicly available information and industry publications. We include data from reports prepared by ourselves; the Argentine National Association of Portland Cement Producers (Asociación de Fabricantes de Cementos Portland), or AFCP; the Argentine Central Bank; the Central Bank of Paraguay; the INDEC; and the International Monetary Fund, or IMF. In January 2007, the INDEC, which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, modified the methodology used to calculate certain of its indices. On January 8, 2016, the Macri administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016. As a result of this decree, the publication of certain macroeconomic figures was suspended. After the process of reorganization, on June 16, 2016, INDEC began releasing official measurements of its primary indication of inflation, the CPI. INDEC reported that the CPI increase was 24.8%, 47.6%, and 53.8% for the years ended December 31, 2017, 2018 and 2019, respectively.
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