SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2017-04-28 | Period of Report: 2016-12-31 SEC Accession No. 0001193125-17-145991 (HTML Version on secdatabase.com) FILER ARAUCO & CONSTITUTION PULP INC Mailing Address Business Address EL GOLF NO 150 EL GOLF NO 150 CIK:1004156| IRS No.: 000000000 | Fiscal Year End: 1231 14TH FL 14TH FL. Type: 20-F | Act: 34 | File No.: 033-99720 | Film No.: 17792305 SANTIAGO F3 00000 SANTIAGO F3 00000 SIC: 2611 Pulp mills 5626981961 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on April 28, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number: 33-99720 CELULOSA ARAUCO Y CONSTITUCIÓN S.A. (Exact name of Registrant as specified in its charter) Arauco and Constitution Pulp Inc. (Translation of Registrants name into English) Republic of Chile (Jurisdiction of incorporation or organization) Avenida El Golf 150 14th Floor Las Condes, Santiago Chile (Address of principal executive offices) Gianfranco Truffello Tel.: 56-2-2461-7221 E-mail: [email protected] Avenida El Golf 150 14th Floor Las Condes, Santiago Chile (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Title of each class: 7.500% Notes due 2017 7.250% Notes due 2019 5.000% Notes due 2021 4.750% Notes due 2022 4.500% Notes due 2024 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: Shares of Common Stock, without par value: 113,159,655 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 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 ☒ 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). N/A Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ 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 statement included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International 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 ☒ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TA BLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on our Company 19 Item 5. Operating and Financial Review and Prospects 45 Item 6. Directors, Senior Management and Employees 65 Item 7. Major Shareholders and Related Party Transactions 72 Item 8. Financial Information 74 Item 9. The Offer and Listing 78 Item 10. Additional Information 79 Item 11. Quantitative and Qualitative Disclosures About Market Risk 88 Item 12. Description of Securities Other than Equity Securities 90 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 91 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 91 Item 15. Controls and Procedures 91 Item 16A. Audit Committee Financial Expert 92 Item 16B. Code of Ethics 92 Item 16C. Principal Accountant Fees and Services 92 Item 16D. Exemptions from the Listing Standards for Audit Committees 93 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 93 Item 16F. Change in Registrants Certifying Accountant 93 Item 16G. Corporate Governance 93 Item 16H. Mine Safety Disclosures 93 PART III Item 17. Financial Statements 93 Item 18. Financial Statements 93 Item 19. Exhibits 94 i Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CERTAIN TERMS AND CONVENTIONS Celulosa Arauco y Constitución S.A. is a sociedad anónima (corporation) organized under the laws of the Republic of Chile, and subject to certain rules applicable to sociedades anónimas abiertas (Chilean public corporations). Except where otherwise specified or the context otherwise requires, when we refer to the Company, Arauco or we, in this annual report, we mean Celulosa Arauco y Constitución S.A. and its consolidated subsidiaries. When we refer to Chile, we mean the Republic of Chile; when we refer to Argentina, we mean the Argentine Republic; when we refer to Brazil, we mean the Federative Republic of Brazil; when we refer to the U.S., U.S.A., or the United States, we mean the United States of America; and when we refer to Uruguay, we mean the Oriental Republic of Uruguay. All references to tonnes are to metric tons (1,000 kilograms), which equal 2,204.7 pounds. One hectare equals 10,000 square meters or 2.471 acres. Discrepancies in any table between totals and the sums of the amounts listed are due to rounding. Unless otherwise specified, all references to $, U.S.$, U.S. dollars or dollars are to United States dollars; references to Chilean pesos or Ch$ are to Chilean pesos; references to Argentine pesos or AR$ are to Argentine pesos; references to Brazilian reais Brazilian reals or R$ are to Brazilian reais; references to or euro are to the euro, the single European currency established pursuant to the European Economic and Monetary Union; references to Rubles are to Russian rubles; and references to UF are to Unidades de Fomento. The UF is a unit of account that is linked to, and adjusted daily to reflect changes in, the Chilean consumer price index reported by the Instituto Nacional de Estadísticas (Chilean National Institute of Statistics). As of December 31, 2016, one UF equaled U.S.$39.36 and Ch$26,347.96. PRESENTATION OF FINANCIAL DATA This report includes the audited consolidated statement of financial position of Arauco and our subsidiaries as of December 31, 2016, and 2015 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years for the period ended December 31, 2016 (collectively, the audited consolidated financial statements or financial statements). In addition, this report includes selected financial information as of and for the periods ended December 31, 2012, 2013, 2014, 2015 and 2016. For your convenience, this annual report contains certain translations of Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the observed exchange rate reported by Banco Central de Chile, which we refer to as the Central Bank of Chile or the Central Bank. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. On December 31, 2016, the observed exchange rate for Chilean pesos, as published in the Diario Oficial de la República de Chile (Official Gazette) on January 3, 2017, was Ch$669.47 to U.S.$1.00, and on April 25, 2017, the observed exchange rate was Ch$660.04 to U.S.$1.00. See Exchange Rates.