EMPRESAS COPEC SA CONSOLIDATED FINANCIAL
Transcription
EMPRESAS COPEC SA CONSOLIDATED FINANCIAL
| EMPRESAS COPEC S.A. CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2013 INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014 IFRS or NIIF in Spanish - International Financial Reporting Standards IAS - International Accounting Standards IFRIC - International Financial Reporting Interpretations Committee ThUS$ - Thousands of U.S. dollars MUS$ - Millions of U.S. dollars MM CLP – Millions of Chilean pesos (Free Translation of financial statements originally issued in Spanish, for the convenience of the readers outside Chile) Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Index to the interim consolidated financial statements of Empresas Copec S.A. and affiliates Notes Page CLASSIFIED STATEMENT OF FINANCIAL POSITION ............................................................................... 1 CLASSIFIED STATEMENT OF FINANCIAL POSITION ............................................................................... 2 STATEMENT OF COMPREHENSIVE INCOME BY FUNCTION.................................................................. 3 STATEMENT OF COMPREHENSIVE INCOME ............................................................................................. 4 STATEMENT OF CHANGES IN NET EQUITY ................................................................................................ 6 CONSOLIDATED STATEMENT OF CASH FLOWS, DIRECT METHOD ................................................... 8 NOTE 1. CORPORATE INFORMATION ......................................................................................................... 10 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES..................................................... 12 2.1 BASES OF PRESENTATION ................................................................................................................. 12 2.2 BASES OF CONSOLIDATION ................................................................................................................ 14 2.3 FINANCIAL INFORMATION OF OPERATING SEGMENTS ...................................................................... 16 2.4 TRANSACTIONS IN CURRIENCIES OTHER THAN THE FUNCTIONAL CURRENCY ..................... 17 2.5 PROPERTY, PLANT AND EQUIPMENT .................................................................................................. 19 2.6 BIOLOGICAL ASSETS .......................................................................................................................... 20 2.7 INVESTMENT PROPERTY .................................................................................................................... 20 2.8 INTANGIBLE ASSETS ........................................................................................................................... 21 2.9 INTEREST COSTS................................................................................................................................ 23 2.10 IMPAIRMENT LOSSES FOR NON-FINANCIAL ASSETS .......................................................................... 23 2.11 FINANCIAL ASSETS ............................................................................................................................. 24 2.12 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY ........................................................ 25 2.13 INVENTORY......................................................................................................................................... 26 2.14 TRADE AND OTHER RECEIVABLES...................................................................................................... 27 2.15 CASH AND CASH EQUIVALENTS.......................................................................................................... 27 2.16 PAID-IN CAPITAL ................................................................................................................................. 27 2.17 TRADE AND OTHER PAYABLES ........................................................................................................... 28 2.18 INTEREST-BEARING LOANS ................................................................................................................ 28 2.19 INCOME TAXES AND DEFERRED TAXES .............................................................................................. 28 2.20 EMPLOYEE BENEFITS ......................................................................................................................... 29 2.21 PROVISIONS ....................................................................................................................................... 30 2.22 REVENUE RECOGNITION .................................................................................................................... 30 2.23 LEASES............................................................................................................................................... 31 2.24 NON-CURRENT ASSETS HELD FOR SALE............................................................................................ 32 i Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.25 DIVIDEND DISTRIBUTION .................................................................................................................... 32 2.26 ENVIRONMENT ................................................................................................................................... 32 2.27 BUSINESS COMBINATIONS ................................................................................................................. 33 2.28 IMPAIRMENT ....................................................................................................................................... 33 2.29 CASH FLOWS STATEMENT .................................................................................................................. 34 2.30 EARNINGS PER SHARE ...................................................................................................................... 35 2.31 CLASSIFICATION OF CURRENT AND NON CURRENT BALANCE .......................................................... 35 NOTE 3. FINANCIAL INSTRUMENTS ............................................................................................................ 36 3.1 CASH AND CASH EQUIVALENTS .............................................................................................. 36 3.2 OTHER CURRENT FINANCIAL ASSETS ................................................................................... 37 3.3 TRADE AND OTHER RECEIVABLES ......................................................................................... 38 3.4 OTHER NON FINANCIAL ASSETS.............................................................................................. 40 3.5 OTHER FINANCIAL LIABILITIES ................................................................................................. 41 3.6 OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS ............. 45 3.7 FAIR VALUE HIERARCHY ............................................................................................................ 45 3.8 HEDGING FINANCIAL INSTRUMENTS ...................................................................................... 46 NOTE 4. FINANCIAL RISK MANAGEMENT ................................................................................................. 48 NOTE 5. ACCOUNTING ESTIMATES AND JUDGMENT ........................................................................... 63 NOTE 6. INVENTORY ........................................................................................................................................ 66 NOTE 7. BIOLOGICAL ASSETS ..................................................................................................................... 66 NOTE 8. CURRENT TAX ASSETS AND LIABILITIES ................................................................................ 69 NOTE 9. NON CURRENT ASSETS AND LIABILITIES HELD FOR SALE .............................................. 70 NOTE 10. INTANGIBLE ASSETS AND GOODWILL ................................................................................... 71 NOTE 11. PROPERTY, PLANT AND EQUIPMENT ..................................................................................... 75 NOTE 12. LEASES ............................................................................................................................................. 77 NOTE 13. INVESTMENT PROPERTY ............................................................................................................ 79 NOTE 14. DEFERRED TAXES ......................................................................................................................... 79 NOTE 15. TRADE AND OTHER PAYABLES ................................................................................................ 83 NOTE 16. BALANCES AND TRANSACTIONS WITH RELATED PARTIES ........................................... 83 16.1 RECEIVABLES FROM RELATED ENTITIES .......................................................................................... 84 16.2 PAYABLES TO RELATED ENTITIES ..................................................................................................... 85 16.3 TRANSACTIONS WITH RELATED ENTITIES ......................................................................................... 86 16.4 BOARD OF DIRECTORS AND KEY MEMBERS OF MANAGEMENT ....................................................... 88 ii Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 17. PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES .......................... 88 NOTE 18. OBLIGATIONS FOR EMPLOYEES BENEFITS ....................................................................... 108 NOTE 19. INVESTMENTS IN AFFILIATES AND ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD ........................................................................................................................ 109 NOTE 20. LOCAL AND FOREIGN CURRENCY ......................................................................................... 121 NOTE 21. SHARES .......................................................................................................................................... 124 NOTE 22. NET DISTRIBUTABLE INCOME AND EARNINGS PER SHARE ......................................... 124 NOTE 23. OPERATING REVENUES ............................................................................................................ 126 NOTE 24. FINANCIAL INCOME AND EXPENSES .................................................................................... 127 NOTE 25. EXCHANGE DIFFERENCES ....................................................................................................... 127 NOTE 26. IMPAIRMENT OF ASSETS .......................................................................................................... 128 NOTE 27 RETAINED EARNINGS……………………………………………………………………………129 NOTE 28. ENVIRONMENT.............................................................................................................................. 129 NOTE 29. OPERATING SEGMENTS ............................................................................................................ 135 NOTE 30. BORROWING COSTS .................................................................................................................. 141 NOTE 31. SUBSEQUENT EVENTS .............................................................................................................. 141 iii Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Classified Statement of Financial Position Note Assets Current assets Cash and cash equivalents Other current financial assets Other current non-financial assets Current trade and other receivables Current receivables from related parties Inventories Current biological assets Current tax assets 3.1 3.2 3.4 3.3 16.1 6 7 8 09.30.2014 ThUS$ 12.31.2013 ThUS$ 1,954,361 170,515 223,926 1,791,744 330,900 1,726,010 304,884 104,919 1,508,139 160,404 224,343 1,842,747 184,725 1,592,645 263,056 91,985 6,607,259 5,868,044 13,939 15,488 0 0 13,939 15,488 6,621,198 5,883,532 60,707 161,883 53,537 6,267 741,321 929,440 203,199 9,932,324 3,576,232 52,681 253,860 59,052 153,097 58,905 6,174 970,893 1,001,690 209,960 10,082,124 3,635,246 59,026 248,611 Total non-current assets 15,971,451 16,484,778 Total assets 22,592,649 22,368,310 Total current assets other than assets or disposal groups held for sale or held for distribution to equity holders Non-current assets or disposal groups held for sale 9 Non-current assets or disposal groups held for distribution to equity holders Non-current assets or disposal groups held for sale or held for distribution to equity holders Total current assets Non-current assets Other non-current financial assets Other non-current non-financial assets Non-current rights receivable Non-current receivables from related parties Equity method investments Intangible assets other than goodwill Goodwill Property, plant and equipment Non-current biological assets Investment property Deferred tax assets 3.4 3.3 16.1 19 10 10 11 7 13 14a 1 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Classified Statement of Financial Position Note Equity and liabilities Liabilities Current liabilities Other current financial liabilities Trade and other payables Current payables to related parties Other current provisions Current tax liabilities Current provisions for employee benefits Other current non-financial liabilities 3.5 15 16.2 17 8 18 09.30.2014 ThUS$ 12.31.2013 ThUS$ 1,257,279 1,596,563 34,025 10,545 184,123 5,531 331,985 1,249,933 1,788,930 22,270 13,315 99,731 6,098 217,492 3,420,051 3,397,769 0 0 3,420,051 3,397,769 5,968,190 867 5,466 72,153 2,327,841 76,052 167,025 5,862,497 1,304 5,311 35,207 1,987,683 82,295 176,414 8,617,594 8,150,711 12,037,645 11,548,480 686,114 9,563,609 0 0 0 (342,009) 686,114 9,475,164 0 0 0 (49,264) 9,907,714 10,112,014 647,290 707,816 Total equity 10,555,004 10,819,830 Total equity and liabilities 22,592,649 22,368,310 Total current liabilities other than liabilities included in disposal groups held for sale Liabilities included in disposal groups held for sale 9 Total current liabilities Non-current liabilities Other non-current financial liabilities Other payables Non-current payables to related parties Other non-current provisions Deferred tax liabilities Non-current provisions for employee benefits Other payables non-financial assets 3.5 16.2 17 14a 18 Total non-current liabilities Total liabilities Equity Issued capital Accumulated gains (losses) Share premium Own shares held in portfolio Other shares in equity Other reserves Equity attributable to equity holders of parent company Non controlling interests 27 2 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Statement of Comprehensive Income by Function Note Gain (loss) Operating revenues Cost of sales 23 Gross margin Gain on the derecognition of financial assets measured at amortized cost Loss on the derecognition of financial assets measured at amortized cost Other income by function Distribution costs Administrative expenses Other expenses by function Other gains (losses) Financial income Financial costs Share in profit (loss) of associates and joint ventures from equity method Exchange differences Income for adjustments units Gain (loss) on difference between previous book value and fair value of reclassified financial assets measured at fair value 24 24 19 25 09.30.2014 Jul - Sep 14 ThUS$ 09.30.2013 ThUS$ 18,067,859 (15,620,667) 18,466,936 (16,035,133) 6,065,191 (5,277,335) 6,281,887 (5,475,268) 2,447,192 2,431,803 787,856 806,619 0 0 242,595 (690,927) (839,349) (138,118) 193,811 37,079 (251,015) 71,419 (29,226) (10,029) 0 0 335,516 (675,679) (843,392) (172,446) (141) 36,045 (282,068) 106,796 (7,220) (3,716) 0 0 81,007 (244,166) (271,364) (31,889) (523) 10,225 (87,625) 20,274 (25,773) (1,804) 0 0 95,437 (232,280) (273,774) (48,176) 1,376 10,423 (86,858) 39,545 (2,238) (3,689) ThUS$ Jul - Sep 13 ThUS$ 0 0 0 0 1,033,432 925,498 236,218 306,385 (264,385) (191,982) (71,950) (61,257) Income (loss) from continuing operations 769,047 733,516 164,268 245,128 Income (loss) from discontinued operations 0 28,897 0 (109) 769,047 762,413 164,268 245,019 731,065 37,982 702,855 59,558 153,532 10,736 217,169 27,850 769,047 762,413 164,268 245,019 0.5624209 0.0000000 0.5184875 0.0222310 0.1181148 0.0000000 0.1671557 (0.0000839) 0.5624209 0.5407185 0.1181148 0.1670719 0.5624209 0.0000000 0.5184875 0.0222310 0.118115 0.000000 0.167156 (0.000084) 0.5624209 0.5407185 0.1181148 0.1670719 Income (loss) before taxes Income tax expense Income (loss) 14b Income (loss) attributable to Income (loss) attributable to equity holders of parent Income (loss) attributable to non controlling interests Income (loss) Earnings per share Basic earnings per share Basic earnings (loss) per share from continuing operations Basic earnings (loss) per share from discontinued operations Basic earnings (loss) per share Diluted earnings per share Diluted earnings (loss) per share from continuing operations Diluted earnings (loss) per share from discontinued operations Diluted earnings (loss) per share 3 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Statement of Comprehensive Income 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 14 ThUS$ Jul - Sep 13 ThUS$ Statement of comprehensive income Gain (loss) Components of other comprehensive income that will not be reclassified to profile Other comprehensive income, before taxes, profits (losses) from revaluation Other comprehensive income, before taxes and actuarial gains (losses) from definedbenefits plans Other comprehensive income, before taxes, profits (losses) from new measurements of defined benefit plans Share of other comprehensive income of associates and joint ventures accounted for using equity method that will not be reclassified to profit or loss before tax 769,047 762,413 164,268 245,019 0 0 0 0 0 0 0 0 (3,763) (3,575) (558) (1,533) 0 0 0 0 0 1,357 0 1,747 (3,763) (2,218) (558) 214 (277,739) (234,651) (307,059) 24,462 0 0 0 0 (277,739) (234,651) (307,059) 24,462 Reclassification adjustments for available-for-sale financial assets, before taxes 706 0 (1,138) 0 702 0 (540) 0 Other comprehensive income before taxes, available-for-sale financial assets 706 (1,138) 702 (540) 4,836 0 0 45,594 0 0 (13,885) 0 0 (2,983) 0 0 4,836 45,594 (13,885) (2,983) Other comprehensive income that will not be reclassified to profile Components of other comprehensive income, before taxes Foreign currency translation differences Gain (loss) on foreign currency translation differences, before taxes Reclassification adjustments for foreign currency translation differences, before taxes Other comprehensive income, before taxes and foreign currency translation differences Available-for-sale financial assets Gain (loss) on new measurements of available-for-sale financial assets, before taxes Cash flow hedges Gain (loss) on cash flow hedges, before taxes Reclassification adjustments for cash flow hedges, before taxes Adjustments for amounts transferred to the initial book value of hedged items Other comprehensive income, before taxes, cash flow hedges Other comprehensive income, before taxes and gains (losses) from investments in equity instruments (3) 0 (3) 0 Other comprehensive income before taxes and gains (losses) from revaluation 0 0 0 0 Other comprehensive income, before taxes and actuarial gains (losses) from defined-benefits plans 0 (148) 0 (1,258) Share in other comprehensive income of equity method associates and joint ventures 0 (3,735) 0 (1,834) (272,200) (194,078) (320,245) 17,847 Other components of other comprehensive income, before taxes 4 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Income tax related to components of other comprehensive income that will not be classified in net income for the period Income tax related to defined benefit plans of other comprehensive income 0 0 0 0 0 0 0 0 0 0 0 0 0 (8) 2,727 0 0 (163) (3,901) 0 (9) 0 12,246 0 (1,453) 0 7,678 0 Income taxes related to components of other comprehensive income Income taxes related to foreign currency translation differences in other comprehensive income Income taxes related to investments in equity instruments in other comprehensive income Income taxes related to available-for-sale financial assets in other comprehensive income Income taxes related to cash flow hedges in other comprehensive income Income taxes related to changes in revaluation surplus in other comprehensive income Income taxes related to defined-benefit plans in other comprehensive income Reclassification adjustments from income taxes related to components of other comprehensive income 911 743 911 557 3,630 (3,321) 13,148 6,782 Other comprehensive income (272,333) (199,617) (307,655) 24,843 Total comprehensive income 496,714 562,796 (143,387) 269,862 458,769 37,945 504,133 58,663 (152,956) 9,569 241,946 27,916 496,714 562,796 (143,387) 269,862 Total income taxes related to components of other comprehensive income Comprehensive income attributable to Comprehensive income attributable to equity holders of parent company Comprehensive income attributable to minority interest Total comprehensive income 5 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Statement of Changes in Net Equity Ordinary Shares CURRENT PERIOD - 09/2014 (ThUS$) Current period opening balance: January 1, 2014 Share Capital Legal and Statutory Reserves Share Premium Available-forSale Reserves Translation Adjustment Reserves Defined Benefit Plans Other Miscellaneous Reserves Hedge Reserves Other Reserves Changes in Retained Earnings (Accumulated Losses) Changes in Net Equity Attributable to Equity Changes in Non Holders of Parent, Controlling Interests Total Changes in Net Equity, Total 686,114 0 0 642 (470,258) (8,657) (17,951) 446,960 (49,264) 9,475,164 10,112,014 707,816 10,819,830 Increase (decrease) from changing in accounting policies 0 0 0 0 0 0 0 0 0 0 0 0 0 Increase (decrease) from correction of errors 0 0 0 0 0 0 0 0 0 0 0 0 0 686,114 0 0 642 (470,258) (8,657) (17,951) 446,960 (49,264) 9,475,164 10,112,014 707,816 10,819,830 Gain (loss) 0 0 0 0 0 0 0 0 0 731,065 731,065 37,982 769,047 Other comprehensive income 0 0 (3) 698 (277,698) (2,850) 7,558 0 (272,295) (1) (272,296) (37) (272,333) Comprehensive income 0 0 (3) 698 (277,698) (2,850) 7,558 0 (272,295) 731,064 458,769 37,945 496,714 Issuance of equity 0 0 0 0 0 0 0 0 0 0 0 0 0 Dividends 0 0 0 0 0 0 0 0 0 (288,259) (288,259) 0 (288,259) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (20,450) 0 (20,450) 0 (354,360) 0 (374,810) 0 (98,471) 0 (473,281) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (3) 698 (277,698) (2,850) 7,558 (20,450) (292,745) 88,445 (204,300) (60,526) (264,826) 686,114 0 (3) 1,340 (747,956) (11,507) (10,393) 426,510 (342,009) 9,563,609 9,907,714 647,290 10,555,004 Adjusted opening balance Changes in equity Comprehensive income Increase (decrease) from other contributions from equity holders Decrease (increase) from other distributions to equity holders Increase (decrease) from transfers and other changes Increase (decrease) from transactions involving shares in portfolio Increase (decrease) from changes in shares in subsidiaries that do not imply loss of control Total changes in equity Current period ending balance 09.30.2014 6 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Ordinary Shares PREVIOUS PERIOD - 09/2013 (ThUS$) Previous period opening balance: January 1, 2013 Share Capital Legal and Statutory Reserves Share Premium Available-forSale Reserves Translation Adjustment Reserves Defined Benefit Plans Other Miscellaneous Reserves Hedge Reserves Other Reserves Changes in Retained Earnings (Accumulated Losses) Changes in Net Equity Attributable to Equity Changes in Non Holders of Parent, Controlling Interests Total Changes in Net Equity, Total 686,114 0 0 2,687 (110,812) 0 (60,970) 377,795 208,700 9,021,679 9,916,493 845,899 10,762,392 Increase (decrease) from changing in accounting policies 0 0 0 0 0 0 0 0 0 0 0 0 0 Increase (decrease) from correction of errors 0 0 0 0 0 0 0 0 0 0 0 0 0 686,114 0 0 2,687 (110,812) 0 (60,970) 377,795 208,700 9,021,679 9,916,493 845,899 10,762,392 Gain (loss) 0 0 0 0 0 0 0 0 0 702,855 702,855 59,558 762,413 Other comprehensive income 0 0 0 (1,301) (233,775) (2,980) 41,712 (2,378) (198,722) 0 (198,722) (895) (199,617) Comprehensive income 0 0 0 (1,301) (233,775) (2,980) 41,712 (2,378) (198,722) 702,855 504,133 58,663 562,796 Issuance of equity 0 0 0 0 0 0 0 0 0 0 0 0 0 Dividends 0 0 0 0 0 0 0 0 0 (270,017) (270,017) 0 (270,017) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 45,267 0 45,267 0 (8,071) 0 37,196 0 (159,369) 0 (122,173) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (1,301) (233,775) (2,980) 41,712 42,889 (153,455) 424,767 271,312 (100,706) 170,606 686,114 0 0 1,386 (344,587) (2,980) (19,258) 420,684 55,245 9,446,446 10,187,805 745,193 10,932,998 Adjusted opening balance Changes in equity Comprehensive income Increase (decrease) from other contributions from equity holders Decrease (increase) from other distributions to equity holders Increase (decrease) from transfers and other changes Increase (decrease) from transactions involving shares in portfolio Increase (decrease) from changes in shares in subsidiaries that do not imply loss of control Total changes in equity Previous period ending balance 09.30.2013 7 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Consolidated Statement of Cash Flows, Direct Method Note 09.30.2014 ThUS$ 09.30.2013 ThUS$ Statement of cash flows Cash flows provided by (used in) operating activities Classes of collections from operating activities Collections from sales of goods and provision of services Collections from royalties, installments, commissions and other operating revenues Collections from contracts held for intermediation or negotiation Collections from premiums and benefits, annuities and other benefits from subscribed policies Other collections from operating activities Classes of payments Payments to providers for the supply of goods and services Payments from contracts held for intermediation or negotiation Payments to and on behalf of employees Payments for premiums and benefits, annuities and other obligations derived from subscribed policies Other payments for operating activities Dividends paid Dividends received Interest paid Interest received Income taxes refunded (paid) Other inflows (outflows) of cash Net cash flows provided by (used in) operating activities Cash flows provided by (used in) investing activities Cash flows provided by the loss of control of subsidiaries or other businesses Cash flows used to obtain control of subsidiaries or other businesses Cash flows used in the purchase of non-controlling shares Other collections from the sale of equity or debt instruments of other entities Other payments to obtain equity or debt instruments of other entities Other collections from the sale of shares in joint ventures Other payments to acquire shares in joint ventures Loans to related parties Proceeds from the sale of property, plant and equipment Purchases of property, plant and equipment Proceeds from sales of intangible assets Purchases of intangible assets Proceeds from other long-term assets Purchases of other long-term assets Proceeds from government subsidies Cash prepayments and loans granted to third parties Collections from the reimbursement of prepayments and loans granted to third parties Payments derived from futures, term, options and swap contracts Collections from futures, term, options and swap contracts Collections from related parties Dividends received Interest received Income taxes refunded (paid) Other inflows (outflows) of cash Net cash flows provided by (used in) investing activities 18,723,989 0 0 19,488,817 0 0 214 267,977 30,620 417,708 (17,054,012) 0 (572,470) (17,652,561) 0 (569,419) (6,264) (146,398) 0 11,473 (173,988) 33,528 (169,249) 11,740 (7,186) (259,204) 0 13,053 (211,354) 28,543 (233,306) 2,454 926,540 1,048,165 0 0 0 369,759 (68) 0 0 (177,672) 17,450 (556,999) 0 (37,132) (785) (100,115) 0 (3,996) 0 0 0 857 62,951 91 0 (10,525) 0 0 0 247,663 (32,672) 0 0 (57,387) 103,611 (724,652) 0 (47,473) 20,838 (166,096) 0 (4,232) 5,000 0 0 788 109,050 229 0 16,344 (436,184) (528,989) 8 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Cash flows provided by (used in) financing activities Proceeds from the issuance of shares Proceeds from the issuance of other equity instruments Payments to acquire or redeem shares of the entity Payments for other shares in equity Proceeds from long-term loans Proceeds from short-term loans 0 0 0 0 874,914 247,171 0 0 0 0 999,104 696,761 Total proceeds from loans 1,122,085 1,695,865 Loans from related parties Payments of loans Payments of capital lease liabilities Payments of loans to related parties Proceeds from government subsidies Dividends paid Interest paid Income taxes refunded (paid) Other inflows (outflows) of cash 0 (898,820) 0 0 0 (205,315) (30,235) 0 26,370 0 (1,882,052) 0 0 0 (181,151) (30,609) 0 (2,232) 14,085 (400,179) 504,441 118,997 Effects of exchange rate variations on cash and cash equivalents (59,162) (24,441) Net increase (decrease) in cash and cash equivalents 445,279 94,556 1,507,591 1,246,132 1,952,870 1,340,688 Net cash flows provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents, before effect of exchange rate variations Effects of exchange rate variations on cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period 3.1 9 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 1. CORPORATE INFORMATION Empresas Copec S.A. is a financial holding company that, through its affiliates and associates, operates in a variety of economic sectors. Since its inception in 1934, the Parent Company was dedicated to the distribution of liquid fuel. This business line was transferred to a new affiliate in October 2003. Today, the operations of Empresas Copec S.A. can be divided into two large areas of specialization: natural resources and energy. Within the area of natural resources, the Company has businesses in the forestry, fishing and mining industries. Within the energy segment, the Company’s businesses include the distribution of liquid fuel, liquid petroleum gas and natural gas, as well as electricity generation; all of these sectors are strongly linked to the growth and development of the country. The Company’s main affiliates and associates include Celulosa Arauco y Constitución S.A., Compañía de Petróleos de Chile COPEC S.A., Abastible S.A., Sociedad Nacional de Oleoductos S.A., Metrogas S.A., Corpesca S.A., Orizon S.A., Pesquera Iquique-Guanaye S.A., Inmobiliaria Las Salinas Ltda. and Minera Camino Nevado Ltda. Empresas Copec S.A., the Group’s Parent Company, is a publicly held corporation that is registered in the Securities Registry under No. 0028. The Company is regulated by the Chilean Superintendency of Securities and Insurance. The Company’s legal address is Avenida El Golf No. 150, 17th floor, Las Condes, Santiago, Chile, and its taxpayer identification number is 90.690.000-9. Empresas Copec S.A. is controlled by AntarChile S.A., which holds 60.82% of the Company’s shares. Antarchile S.A. is a publicly held corporation that is registered in the Securities Registry under No. 0342 and is regulated by the Chilean Superintendency of Securities and Insurance. The Group’s final parent is Inversiones Angelini y Cía. Ltda., which holds 63.4015% of the shares of Antarchile S.A. The consolidated financial statements correspond to the period ended as of September 30, 2014. Both the consolidated financial statements and the publication of the same were approved by the Board Directors at its Extraordinary Meeting No. 2,558, held on November 21, 2014. The financial statements of the affiliates were approved by their respective Boards of Directors. The Company’s financial statements for the period ended as of December 31, 2013, as well as the publication of the same, were approved by its Board of Directors at its Extraordinary Meeting No. 2,546, held on March 19, 2014, and subsequently presented to and approved by shareholders at the Ordinary Shareholders’ Meeting held on April 23, 2014. 10 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Capital Management: Capital management refers to the management of the Company’s equity. The purpose of the capital management policies of the Empresas Copec S.A. Group is: To ensure the Company’s normal operations and the continuity of the business in the long term; To ensure the financing of new investments in order to maintain sustained growth over time; To maintain an appropriate capital structure according to economic cycles that affect the business and the nature of the industry; To maximize the Company’s value, providing investors with an adequate return on their investment. Capital requirements are incorporated on the basis of the Company’s financing needs, while at the same time taking care to maintain appropriate liquidity levels and to comply with the financial covenants established in the debt contracts in force. The Company manages its capital structure and makes adjustments on the basis of the prevailing economic conditions, in order to mitigate the risks associated with adverse market conditions and to take advantage of any opportunities that arise to improve the Company’s liquidity position. The financial structure of Empresas Copec S.A. and its affiliates as of September 30, 2014 and December 31, 2013 is detailed as follows: In thousand of dollars 09.30.2014 ThUS$ 12.31.2013 ThUS$ Equity Interest-bearing loans Capital leases Bonds 10,555,004 2,639,258 112,262 4,330,359 10,819,830 3,186,188 115,799 3,771,623 Total 17,636,883 17,893,440 Based on the information currently available, the probability of occurrence of future events that could result in a significant adjustment to the book value of assets and liabilities within the next financial year is not estimated to be significantly high. 11 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES The significant accounting principles adopted for the preparation of these consolidated financial statements are described below. The accounting principles adopted in the preparation of these consolidated financial statements have been designed on the basis of the IFRSs in force as of September 30, 2014, and they have been applied uniformly to all of the periods presented in these consolidated financial statements. These consolidated financial statements are presented in thousands of US dollars, with no decimals. 2.1 Bases of presentation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB"). These standards have been adopted in Chile, and they represent the complete, explicit and unreserved adoption of the abovementioned international standards. In the preparation of the consolidated financial statements, certain critical accounting estimates have been used to quantify some assets, liabilities, income and expenses. In addition, Management is required to apply its judgment in the process of applying the accounting policies of the Empresas Copec Group. The areas that involve a greater degree of judgment or complexity or in which the assumptions and estimates are significant for the consolidated financial statements are described in Note No. 5. New accounting pronouncements: As of the date of issuance of these consolidated financial statements, the following accounting pronouncements had been issued by the International Accounting Standards Board ("IASB"), which corresponds to new standards, interpretations and amendments. For the case of which application was not mandatory to date has not been made early adoption of the same. 12 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 a) Recent accounting pronouncements At the date of issuance of these interim consolidated financial statements, the following accounting pronouncements were issued by the IASB: Standards and Amendments IFRS 9 Title Financial Instruments Mandatory application date for annual periods January 1, 2018 Amending the classification and measurement of financial assets. - Then this standard was amended in November 2010 to include the treatment and classification of financial liabilities. Its earlier adoption is permitted. IFRIC 21 Liens January 1, 2014 Guides about when to recognize a liability for a government imposed lien whether for those recorded in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and for those liens whose existence and amount is certain. IAS 32 Financial Instruments January 1, 2014 Presentation – Clarification on requirements for financial assets and liabilities net calculation. IFRS 12, IFRS 10, IAS 27 Investment Entities Consolidated Financial Statements, Disclosure of Interests in Other Entities and Separate Financial Statements. January 1, 2014 IFRS 14 Deferring of statutory accounts Applicable to entities adopting IFRS for the first time and involved in activities with regulated rates. January 1, 2016 IAS 36 Asset impairment – Modification of disclosure requirements January 1, 2014 IAS 39 Financial Instruments: Continuation of coverage accountancy when a derivative is substituted by novation. January 1, 2014 Annual improvements 2010-2012Amendments to IFRS 7 IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 38, IAS 24 July 1, 2014 Annual Improvement 2011-2013 Amendments to IFRS 4 IFRS 1, IFRS 3, IFRS 13, IAS 40 July 1, 2014 IAS 19 Employee benefits July 1, 2014 This standard clarifies the requirements that are related to the way in which the employee or third party contributions that are related to the service should be attributed to the service periods. IFRS 15 Income from contracts with clients January 1, 2017 Provides a single model based on principles, to be applied to all contracts with clients IFRS 11- Amendments Recording of purchases from sharing in joint operations Demanding the purchaser the application of business combinations and its disclosures. January 1, 2016 IAS 16 and IAS 38 Amendments Clarifying the acceptable depreciation and amortization methods January 1, 2016 Additional guidance on how to calculate property, plant, equipment, and intangible assets depreciation and amortization. IAS 16 and IAS 41 Amendments Agriculture: Production plants January 1, 2016 Amendments contribute the production plant concept, which is used to grow produce in the IAS 16 application field. Management believes that the adoption of the standards listed above will not have a significant impact on the consolidated financial statements of Empresas Copec S.A. in the initial application period. We are in the process of assessing the impact on valuation and disclosures associated with these modifications. 13 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.2 Bases of consolidation (a) Affiliates Affiliates are all entities (including special purpose vehicles) over which the Group has the power to direct financial and operating policies, which is generally the result of a majority holding of the shares with voting rights. In evaluating whether or not the Group controls another entity, the existence and effect of potential voting rights that are currently exercised or converted are taken into consideration. Affiliates are consolidated beginning on the date on which control is transferred, and they are excluded from consolidation beginning on the date on which control ceases. In order to account for the acquisition of affiliates by the Group, the acquisition method is used. Acquisition cost is the fair value of the assets delivered, the equity instruments issued and the liabilities incurred or assumed at the date of exchange, plus the costs directly attributable to the acquisition. The identifiable assets acquired and the identifiable liabilities and contingencies assumed in a business combination are initially valued at fair value as of the acquisition date, regardless of the scope of minority interests. The excess of the acquisition cost over the fair value of the Group’s share in the net identifiable assets acquired is recognized as goodwill. If the acquisition cost is less than the fair value of the net assets of the acquired affiliate, the difference is recognized directly as a gain in income, as negative goodwill. Intercompany transactions and balances and unrealized gains on transactions between entities are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of a loss due to the impairment of the transferred asset. When it is necessary in order to ensure the uniformity of the policies that have been adopted, the accounting policies of the affiliates are modified. The consolidated financial statements include the consolidated figures of Abastible S.A. and affiliates, Celulosa Arauco y Constitución S.A. and affiliates, Compañía de Petróleos de Chile Copec S.A. and affiliates, Minera Camino Nevado Ltda. and affiliate, Copec International Inc., EC Investrade Inc., Pesquera Iquique Guanaye S.A. and affiliates, Inmobiliaria Las Salinas Ltda., Sociedad Nacional de Oleoductos S.A. e Inversiones Nueva Sercom Ltda. Ownership Interest Taxpayer ID Company Name 09.30.2014 Direct Indirect 12.31.2013 Total Total 91.806.000-6 ABASTIBLE S.A. 99.0481 0.0000 99.0481 93.458.000-1 CELULOSA ARAUCO Y CONSTITUCION S.A. 99.9779 0.0000 99.9779 99.0481 99.9779 99.520.000-7 COMPAÑIA DE PETROLEOS DE CHILE COPEC S.A. 99.9996 0.0004 100.0000 100.0000 76.160.625-5 MINERA CAMINO NEVADO LTDA. 99.9986 0.0014 100.0000 100.0000 91.123.000-3 PESQUERA IQUIQUE-GUANAYE S.A. 50.2180 31.7150 81.9330 81.9330 88.840.700-6 INMOBILIARIA LAS SALINAS LTDA. 99.9740 0.0260 100.0000 0.0000 81.095.400-0 SOCIEDAD NACIONAL DE OLEODUCTOS S.A. 0.0000 52.6857 52.6857 52.6857 76.306.362-3 INVERSIONES NUEVA SERCOM LTDA. 99.9740 0.0260 100.0000 100.0000 0-E EC INVESTRADE INC. 100.0000 0.0000 100.0000 100.0000 0-E COPEC INTERNATIONAL INC. 100.0000 0.0000 100.0000 100.0000 14 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (b) Transactions and non-controlling The Group applies the policy of considering transactions with minority interest as transactions with independent third parties. The acquisition of minority interest generates goodwill or a profit, equal to the difference between the price paid and the corresponding share in the book value of the net assets of the affiliate. The disposal of minority shares involves gains and/or losses that are recognized in equity. When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to fair value impact on results. Fair value is the initial value for the subsequent accounting purposes as a partner, joint venture or financial asset. The amounts previously recognized in other comprehensive income are reclassified to earnings. (c) Joint ventures As from January 1, 2013 the fasb issued IFRS 11 “Joint arrangements” that classifies the joint agreements into two types of agreements, based on the rights and obligations of the parties to the agreement and considering the structure, legal form of the agreement, the contractual terms and (if relevant) other events and circumstances: 1) joint venture (the parties have control over the agreement and the rights over the net assets of the jointly controlled entity) that are accounted pursuant with the method of participation and 2) joint operations (the parties have control of the participations, rights over assets and obligations for liabilities that are related to the agreement), in which the joint operator must acknowledge its assets, liabilities and transactions, including its stake in those in which it jointly participates. As a result of the application of these standards, on September 30, 2014 the investments in Uruguay that are being controlled by her affiliates Arauco S.A., qualifies as a joint operations, that on December 31, 2012 the company accounted for the method of participation. From 2013, these will be recognized through the proportional consolidated of assets, liabilities and transactions of these companies. (d) Associates Associates are entities over which the Parent Company exercises significant influence but does not have control; this is generally the result of an ownership interest between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and they are initially recognized at cost. The book value of these investments is increased or decreased to recognize the corresponding share in the profit or loss for the period and in the comprehensive income resulting from the translation adjustments arising from the conversion of the financial statements to other currencies. Investments in associates include purchased goodwill (net of any accumulated impairment loss). The share in the losses or gains subsequent to the acquisition of associates is recognized in income, and the share in movements in reserves subsequent to the acquisition is recognized in comprehensive income. When the Group’s share in the losses of an associate is greater than or equal to its share in the same, including any unsecured accounts receivable, additional losses are not recognized, unless the Group has incurred obligations or made payments on behalf of the associate. 15 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Unrealized gains on transactions between the Group and its associates are eliminated as a function of the ownership interest in such associates. Unrealized losses are also eliminated, unless the transaction provides evidence of a loss due to the impairment of the transferred asset. When it is necessary in order to ensure the uniformity of the policies that have been adopted, the accounting policies of the associates are modified. Investments in associates are detailed in Note No. 19. e) Special purpose vehicles Fondo de Inversión Bío Bío and its associate Forestal Río Grande S.A. are entities that, together, are classified as Special Purpose Vehicles, due to the fact that they hold exclusive contracts with the affiliate Celulosa Arauco y Constitución S.A. for the supply of wood and future purchases of land, as well as a forest administration contract. The consolidated financial statements of the affiliate Celulosa Arauco y Constitución S.A. include the balances of the company Fondo de Inversión Bío Bío and its subsidiary Forestal Río Grande S.A. 2.3 Financial Information of Operating Segments IFRS 8 requires companies to adopt the “Management Approach” to disclose information about the results of their operating segments. In general, this is the information that Management uses internally to evaluate segment performance and to determine how to assign resources to segments. A business segment is a group of assets and operations in charge of supplying products or services that are subject to risks and returns that differ from other business segments. A geographic segment is in charge of providing products or services in a concrete economic environment that is subject to risks and returns that differ from other segments that operate in other economic environments. Empresas Copec Group decided to use operating segments based on its main direct affiliates: Celulosa Arauco y Constitución S.A., Compañía de Petróleos de Chile Copec S.A., Abastible S.A., Sociedad Nacional de Oleoductos S.A. and Pesquera Iquique-Guanaye S.A. Segment financial information is detailed in Note No. 29. 16 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.4 Transactions in currencies other than the functional currency (a) Functional currency and presentation currency The entries included in the financial statements of each of the entities belonging to the Group are valued using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currencies of the Parent Company and the main affiliates and associates are presented in the table below: Company Functional Currency Empresas Copec S.A. U.S. dollar Celulosa Arauco y Constitución S.A. U.S. dollar Compañía de Petróleos de Chile Copec S.A. Chilean peso Abastible S.A. Chilean peso Pesquera Iquique - Guanaye S.A. U.S. dollar Sociedad Nacional de Oleoductos S.A. Chilean peso Metrogas S.A. Chilean peso Inversiones Laguna Blanca S.A. U.S. dollar Minera Camino Nevado Ltda. U.S. dollar Inmobiliaria Las Salinas Ldta. Chilean peso Consolidated financial statements are presented in U.S. dollars, which is the functional currency defined by Empresas Copec S.A., the Parent Company, as the affiliates from the forestry and fishing sectors represent, on average, approximately 69% of the Company’s consolidated assets, demand liabilities, net income and EBITDA. These are predominantly export sectors, and consequently, the majority of their revenues are denominated in dollars. Likewise, a significant portion of their costs is indexed to the dollar, and their financial liabilities are also dollar-denominated. Both sectors carry their accounting in dollars. With respect to operating costs, although the cost of labor and services is generally invoiced and paid in local currency, this expense is not as significant as raw materials and equipment depreciation, which are part of global markets and are predominantly influenced by the dollar. (b) Transactions and balances Transactions in currencies other than the functional currency are converted to the functional currency using the exchange rates prevailing as of the dates of the transactions. Losses and gains in foreign currency that arise from the settlement of these transactions and the conversion of foreign-currency-denominated monetary assets and liabilities to the period-end exchange rates are recognized in income, except when they are deferred to net equity, as is the case with cash flow hedges and net investment hedges. 17 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Changes in the fair value of foreign-currency-denominated monetary titles that are classified as available for sale are categorized as exchange differences resulting from changes in the amortized cost of the title or other changes in the book value of the title. Exchange differences are recognized in income for the period, and other changes in the carrying amount are recognized in net equity. Exchange differences from non-cash items such as equity instruments at fair value through profit and loss are presented as part of the gain or loss in fair value. Exchange differences from non-cash items such as equity instruments classified as available-for-sale financial assets are included in net equity, in the revaluation reserve. (c) Group entities The income and financial position of all of the entities belonging to Empresas Copec Group (none of which uses the currency of a hyperinflationary economy) that have a functional currency other than the presentation currency are converted to the presentation currency as follows: (i) Assets and liabilities of each statement presented are converted at the exchange rate as of the reporting date; (ii) Income and expenses from each income statement account are converted at the average exchange rate (unless such average is not a reasonable approximation of the cumulative effect of the exchange rates in force as of the transaction dates, in which case income and expenses are converted on the dates of the transactions); and (iii) All resulting exchange differences are recognized as a separate component of comprehensive income. In consolidation, exchanges differences arising from the conversion of a net investment in foreign entities, or from foreigncurrency-denominated loans and other instruments designated as hedges for those investments, are recorded in the net equity of the shareholders. When the investments are sold, the resulting exchange differences are recognized in income as part of the loss or gain on the sale. Adjustments to goodwill and fair value that arise from the acquisition of a foreign entity are treated as assets and liabilities belonging to the foreign entity and are converted at the exchange rate as of the end of the period. (d) Basis of conversion Assets and liabilities denominated in Chilean pesos, readjustable Chilean pesos (UF) and other currencies have been converted in US dollars at the exchange rate as of the closing date of the financial statements, according to the following detail: Exchange rate per US dollar Chilean pesos (CLP) Argentine pesos (A$) Real (R$) Inflation index-linked unit of account (UF) Euro (€) Colombian pesos (COP) 09.30.2014 599.22 8.43 2.45 0.025 0.79 2,027.21 12.31.2013 524.61 6.51 2.35 0.023 0.73 1,925.52 18 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.5 Property, plant and equipment Property, plant and equipment mainly includes forestry lands, production and storage plants, retail sales branches, service stations, offices and construction works in progress. These items are presented at historical cost less the corresponding depreciation. Historical cost includes expenses that are directly attributable to the acquisition of the good. Subsequent costs are included in the initial value of the asset or they are recognized as a separate asset, only when it is likely that the future economic benefits associated with the elements of the fixed asset will flow to the Company and the cost of the element can be reliably determined. The value of the component that was substituted is written off for accounting purposes. The rest of the repairs and maintenance are charged to income for the period in which they are incurred. Depreciation is calculated using the straight-line method, including any impairment adjustments. The amount presented in the statement of financial position represents the cost less accumulated depreciation and any impairment charges. The following describes the useful lives estimated for the main types of goods. Minimum Maximum Buildings and construction works Useful life (years) 16 100 Plant and equipment Useful life (years) 8 80 IT equipment Useful life (years) 6 18 Fixed facilities and fittings Useful life (years) 6 20 Motor vehicles Useful life (years) 6 26 Other property, plant and equipment Useful life (years) 3 27 The residual value and useful lives of the assets are reviewed, and adjusted if necessary, at the end of each reporting period. When the book value of an asset exceeds its estimated recoverable amount, the book value is immediately reduced to the recoverable amount. Losses and gains on the sale of property, plant and equipment are calculated by comparing the income obtained with the book value, and they are recorded in comprehensive income statement. Costs can also include losses and gains that qualify as foreign currency cash flow hedges) for purchases of property, plant and equipment. 19 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.6 Biological assets IAS 41 requires biological assets to be presented in the Statement of Financial Position at fair value. Standing forests are recorded at fair value less the estimated costs at the point of harvest, considering that the fair value of these assets can be reliably measured. The valuation of forest plantations is based on discounted cash flow models, which means that the fair value of the biological assets is calculated using the cash flows from continuing operations, that is, on the basis of sustainable forestry management plans considering the growth potential of the forests. This valuation is performed on the basis of each stand identified and for each type of forest species. The forest plantations presented in current assets correspond to plantations that will be harvested and sold in the short term. Biological growth and changes in fair value are recognized in the income statement under “Other income by function.” Biological assets are also living animals over which the society manages their biological transformation. This transformation includes growing, degradation, production and procreation process that cause qualitative and quantitative changes on biological assets. Society’s living animals are molluscs mussels Mytilus chilensis (“chorito”). As general valuation rule of these assets, they are initially recognized at cost and subsequent at fair value less estimated costs at sale point. Notwithstanding the above, the Society has defined that for certain assets, principally those in growing process, doesn’t exist a fair value that can be reliably measured before the harvest. Cultures of this species are initially valued at cost and adjusted in the final stage of the cultivation, i.e., before the harvest occurs the cultures are valued at fair value less costs at sale point. The effect is charged or credited to income at the end of each period. Valuation of biological assets is detailed in Note No. 7. 2.7 Investment property Investment properties are held to earn a return through long-term income, and they are not occupied by the Group. Investment property is accounted for at historical cost. Lands held under operating lease contracts are classified as and accounted for as real estate investments when they meet the rest of the conditions of the definition of a real estate investment. Operating leases are recognized as if they were capital leases. Real estate investments also include lands whose future use has not yet been determined as of the date of the financial statements. 20 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.8 Intangible assets (a) Goodwill Goodwill represents the excess of the acquisition cost over the fair value of the share in the net identifiable assets of the acquired affiliate/associate as of the date of the transaction. Goodwill related to acquisitions of affiliates is included in intangible assets. Goodwill related to acquisitions of associates is included in investments in associates and is tested for impairment along with the total balance of the associate. Goodwill that is recognized separately is tested for impairment on an annual basis and is valued at cost less accumulated impairment losses. Gains and losses on the sale of an entity include the book value of goodwill related to the entity being sold. Goodwill is assigned to Cash Generating Units (CGUs) in order to test for impairment losses. The assignment is made to the CGUs that are expected to benefit from the business combination that gave rise to the goodwill. Purchased negative goodwill from the acquisition of an investment or a business combination is credited directly to income statement under “Other income (loss).” (b) Patents and trademarks Industrial patents are valued at historical cost. They have a finite useful life and are presented at cost less accumulated amortization. Amortization is calculated using the straight-line method over the useful life that has been determined. Useful life of industrial patents is between 10 to 50 years. The trademarks acquired through business combinations are measured at fair value determined at the date of acquisition. The fair value of an intangible asset reflects expectations about the likelihood that future economic benefits embodied in the asset will flow to the entity. The Company has determined that such intangible assets have indefinite useful life and therefore are not subject to amortization. However, by the nature of these assets with indefinite useful lives, they are reviewed and tested for impairment annually and at any time when there is an indication that the asset may be impaired. As a result of the valuation of intangible assets identified in the purchase of Proenergía International S.A. (Colombia), have been recognized as intangible assets related to the business of the acquired companies, Trade Relations with Dealers and Customers, to which are assigned a finite useful life according to the duration of contracts. Depreciation is calculated linearly depending on the particular life. (c) Concessions and other rights Concessions and other rights are presented at historical cost. They have a finite useful life and are recorded at cost less accumulated amortization. Amortization is calculated using the straight-line method over the terms established in the contracts. 21 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (d) Fishing rights Authorizations for fishing activities are presented at historical cost. There is no finite useful life for the use of such rights, and therefore they are not subject to amortization. The Company tests for impairment intangible assets with indefinite useful lives on an annual basis and every time there is an indication that the intangible asset may be impaired. (e) Water rights Water rights acquired from third parties are presented at historical cost. There is no finite useful life for the use of these rights, and therefore they are not subject to amortization. The Company tests for impairment intangible assets with indefinite useful lives on an annual basis and every time there is an indication that the intangible asset may be impaired. (f) Easements Easement rights are presented at historical cost. There is no finite useful life for the use of these rights, and therefore they are not subject to amortization. The Company tests for impairment intangible assets with indefinite useful lives on an annual basis and every time there is an indication that the intangible asset may be impaired. (g) Mining properties Mining properties are presented at historical cost. There is no finite useful life for the use of these rights, and therefore they are not subject to amortization. The Company tests for impairment intangible assets with indefinite useful lives on an annual basis and every time there is an indication that the intangible asset may be impaired. (h) IT programs IT program licenses that have been acquired are capitalized on the basis of the costs incurred to acquire them and to prepare them for use in the specific program. These costs are amortized over their estimated useful lives (3 to 18 years). Expenses related to the development or maintenance of IT programs are recognized as expenses when they are incurred. The costs directly related to the production of unique and identifiable controlled IT program, and that are likely to generate economic benefits in excess of their costs during more than one year, are recognized as intangible assets. Direct costs include the expenses of the personnel that develop IT programs, as well as an appropriate percentage of general expenses. Development costs for IT programs recognized as assets are amortized over their estimated useful lives, which do not exceed five years. 22 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (i) Research and development expenses Research expenses are recognized as expenses when they are incurred. The costs incurred in development projects (related to the design and testing of new or improved products) are recognized as intangible assets when the following requirements are met: It is technically possible to complete the production of the intangible asset such that it can become available for use or sale; Management intends to complete the intangible asset in question, in order to use it or sell it; It is possible to use or sell the intangible asset; It is possible to demonstrate how the intangible asset will generate probable economic benefits in the future; The technical, financial or other resources necessary to complete the development and to use or sell the intangible asset are available; and It is possible to reliably value the disbursement attributable to the intangible asset during its development. Other development expenses are recognized as expenses when they are incurred. Development costs previously recognized as expenses are not recognized as assets in a subsequent period. Development costs with a finite useful life that are capitalized are amortized using the straight-line method, beginning when commercial production commences, over the period during which they are expected to generate benefits, which does not exceed 10 years. Development assets are tested for impairment annually, in accordance with IAS 36. 2.9 Interest costs Interest costs incurred for the construction of any qualified asset are capitalized over the period of time that is necessary to complete and prepare the asset for its intended use. Other interest costs are recorded in consolidate comprehensive income (expenses). 2.10 Impairment losses for non-financial assets Assets with an indefinite useful life are not amortized and they are tested for impairment losses annually. Assets that are amortized are tested for impairment losses when an event or change in circumstances indicates that the book value may not be recoverable. An impairment loss is recognized for the excess of the book value of the asset over its recoverable amount. The recoverable amount is the fair value of an asset less the greater amount between its selling costs or its value in use. In order to evaluate impairment losses, assets are grouped at the lowest level at which there are separatelyidentifiable cash flows (cash generating units). 23 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Non-financial assets other than goodwill that have been affected by impairment losses are reviewed as of each reporting date to see if the losses have been reversed. 2.11 Financial assets 2.11.1 Classification Financial assets are classified under the following categories: at fair value through profit and loss, loans and receivables, held-to-maturity financial assets, and available-for sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets upon initial recognition. (a) Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss are financial assets held for investment purposes. A financial asset is classified in this category if it is acquired primarily in order to be sold in the short term. Derivatives are also classified as acquired for investment purposes, unless they are designated as hedges. Assets in this category are classified as current assets, and the liability position of these instruments is presented in the Statement of Financial Position under “Other financial liabilities.” Acquisitions and disposals of financial assets are recognized as of the date on which the Company commits to the acquisition or sale of the asset. These assets are initially recorded at cost and subsequently their value is updated on the basis of their fair value, with changes in value being recognized in income. (b) Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and with a fixed maturity that Management intends to and is able to hold to maturity. If the Empresas Copec S.A. Group were to sell more than an insignificant amount of held-to-maturity financial assets, the entire category would be reclassified as available for sale. These available-for-sale financial assets are included in non-current assets, except those assets maturing in less than 12 months from the reporting date, which are classified as current assets. During the period the Company did not hold financial assets in this category. (c) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are classified in this category or that are not classified in any other category. They are included in non-current assets, unless Management intends to dispose of the investment in the 12 months following the reporting date. 24 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The Group classifies investments in publicly traded securities in this category. (d) Accounts receivables See Note No. 2.14 2.11.2 Recognition and measurement: Acquisitions and disposals of investments are recognized on the date on which the Company commits to the acquisition or sale of the asset. Investments are initially recognized at fair value plus the transaction costs for all financial assets not recorded at fair value through profit and loss. Financial assets at fair value through profit and loss are initially recognized at fair value, and the transaction costs are recorded in income. Investments are written off for accounting purposes when the rights to receive cash flows from the investments have expired and/or been transferred and/or all of the risks and rewards of ownership have been substantially transferred. Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently accounted for at fair value. Loans and receivables are accounted for at their amortized cost, in accordance with the effective interest method. The fair value of investments in publicly traded securities are based on current purchase prices. If the market for a financial asset is not liquid (and for titles that are not publicly traded), fair value is determined using valuation techniques that include the use of recent arm’s length transactions between knowledgeable, willing parties and that involve other instruments that are substantially the same; the analysis of discounted cash flows; and options price-setting models. In these cases market-based inputs are used to the greatest extent possible, whereas inputs specific to the entity are relied on as little as possible. In the event that none of the abovementioned techniques can be used to determine the fair value, the investments are recorded at acquisition cost net of any applicable impairment losses. As of each reporting date, an evaluation is performed to determine whether there is objective evidence that a financial asset or group of financial assets may have been impaired. For capital securities classified as available for sale, in order to determine whether the securities are impaired the Company must determine whether there has been a significant or prolonged decrease in the fair value of the securities, to below the cost of the same. If there is any evidence of this type for available-for-sale financial assets, the accumulated loss — calculated as the difference between the acquisition cost and the current fair value, less any previous impairment losses for that financial asset that have already been recognized in income — is eliminated from net equity and recognized in income. Impairment losses recognized in income for equity instruments are not reversed through the statement of income. 2.12 Derivative financial instruments and hedging activity Derivative financial instruments are initially recognized at fair value as of the date on which the derivative contract was executed, and they are subsequently revalued at fair value. The method used to recognize the resulting loss or gain depends on whether the derivative has been designated has a hedging instrument, and if so, on the nature of the entry it is hedging. Certain derivatives are designated as: 25 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (a) Fair value hedges for recognized liabilities (fair value hedge); (b) Hedges for a concrete risk associated with a recognized liability or a highly probable forecast transaction (cash flow hedge); or (c) Hedges for a net investment in a foreign operation (net investment hedge). The relationship between the hedging instruments and the hedged entries are documented at the beginning of the transaction, along with the risk management objectives and the strategy to manage several hedging transactions. The evaluation, both initially and on an ongoing basis, of whether the derivatives used in hedging transactions are highly effective at offsetting changes in fair value or the cash flows of the hedged entries is also documented. The total fair value of the hedging derivatives is classified as a non-current asset or liability if the remaining term of the hedged entry is greater than 12 months and as a current asset or liability if the remaining term of the hedged entry is less than 12 months. Marketable derivatives are classified as current assets or liabilities. The effective portion of changes in the fair value of the derivatives that are designed and that qualify as cash flow hedges are recognized in the Statement of Other Comprehensive Income. The gain or loss related to the ineffective portion is immediately recognized in income under “Other operating income” or “Other miscellaneous operating expenses,” respectively. When a hedging instrument expires or is sold, or when it ceases to fulfill the criteria to be recognized using the accounting treatment for hedges, any accumulated gain or loss in equity as of that date remains in equity and is recognized when the forecast transaction affects the statement of income. When the forecast transaction is no longer expected to take place, the accumulated gain or loss in equity is immediately transferred to the statement of income. 2.13 Inventory Inventory is valued at cost or net realizable value, whichever is less. Cost is determined using the weighted average cost method, except for fuel at the affiliate Compañía de Petróleos de Chile COPEC S.A., which is recorded using the first in, first out method (FIFO). The cost of finished products and of products in progress includes the costs of design, raw materials, direct labor, other direct costs and general manufacturing expenses (based on a normal operating capacity), but it does not include interest costs. Net realizable value is the estimated sales price in the normal course of business, less any applicable variable sales costs. As of the date of these consolidated financial statements, there is no inventory pledged as collateral to report. The initial costs of wood are determined based on fair value less the selling costs at the point of harvest. 26 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Biological assets are transferred to inventory as forests are harvested. When, as a result of market conditions, the manufacturing costs of a product exceed its net realizable value, a provision is recorded for the difference. Such provision also considers amounts related to obsolescence from low turnover and technical obsolescence. 2.14 Trade and other receivables Receivables are initially recognized at fair value (nominal value including implicit interest), and they are subsequently recognized at their amortized cost according to the effective interest method, less the provision for impairment losses. When the nominal value of the account receivable does not differ significantly from its fair value, the account is recognized at its nominal value. Implicit interest must be disaggregated and recognized as financial income, to the extent that interest is being accrued. The amount of the provision is the difference between the book value of the asset and the present value of the estimated future cash flows, discounted at the effective interest rate. Receivables are presented at their net value, which is net of estimated uncollectible amounts. This provision is determined when there is evidence that the different companies belonging to the Group will not receive payment in accordance with the original terms of the sale. Provisions are recorded when the customer resorts to legal measures such as bankruptcy or cessation of payment, or when the Group has exhausted the means of debt collection over a reasonable period of time. These include phone calls, e-mails and collections letters. For sales in Chile by our distribution affiliates, provisions are estimated using a percentage of the accounts receivable that is determined on a case-by-case basis, depending on the internal risk classification of the customer and the age of the debt (days overdue). 2.15 Cash and cash equivalents Cash and cash equivalents include cash on bank accounts, time deposits at credit institutions, and other highly liquid short-term investments with an original term of three months or less. In the Statement of Financial Position, bank overdrafts are classified under current liabilities. 2.16 Paid-in capital Paid-in capital is represented by 1,299,853,848 single-series ordinary shares (See Note N° 21). Incremental costs directly attributable to the issuance of new shares are presented in net equity as a deduction, net of taxes, from the proceeds obtained. The Company’s dividend policy is to distribute 40% of net profits, as defined in Note N° 22, on an annual basis. This policy is established each year at the Shareholders’ Meeting. 27 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Dividends on ordinary shares are recognized as goodwill on the accumulated reserves, to the extent that the benefit for the shareholders is being accrued. The item “Other reserves” in equity mainly consists of translation adjustment reserves and hedge reserves. Empresas Copec S.A. does not have any restrictions associated with the abovementioned reserves. The translation reserve corresponds to the foreign currency translation differences of the Empresas Copec S.A. Group’s affiliates that use a functional currency other than the US dollar. Hedge reserves correspond to the portion of the effective gain or loss on hedge swap contracts in force as of the date of these financial statements. 2.17 Trade and other payables Trade payables are initially recognized at fair value and subsequently at their amortized cost using the effective interest method. When the nominal value of the account payable does not differ significantly from its fair value, the account is recognized at its nominal value. 2.18 Interest-bearing loans Obligations with banks and financial institutions are initially recognized at fair value, net of any costs incurred in the transaction. Subsequently, third-party resources are valued according to their amortized cost; any difference between the funds obtained (net of any costs necessary to obtain them) and the reimbursement value is recognized in the statement of income during the term of the debt, in accordance with the effective interest method. The effective interest method involves the application of referential market rates for debts with similar characteristics to the amount of the debt (net of any costs necessary to obtain the debt). Third-party resources are classified as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the reporting date. 2.19 a) Income taxes and deferred taxes Income Tax The income tax expense for the year is calculated based on the income before taxes, increased or decreased, as appropriate, due to permanent and/or temporary differences included in the tax legislation relating to the calculation of the taxable base of the aforementioned tax. b) Deferred taxes Deferred taxes are calculated, in accordance with the liability method, over temporary differences that arise between the tax bases of the assets and liabilities and their book value in the annual consolidated accounts. Deferred taxes are 28 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 determined using tax rates (and laws) in force or that are about to be approved as of the reporting date and that are expected to apply when the corresponding deferred tax asset is realized or the deferred tax liability is settled. Deferred tax assets are recognized to the extent that it is likely that there will be future tax benefits that can be used to offset the temporary differences. Deferred taxes are recognized over differences that arise in investments in affiliates and associates, except in those cases where the date on which temporary differences are reversed can be controlled and it is likely that such differences will not be reversed in the foreseeable future. 2.20 Employee benefits (a) Personnel vacations The Group recognizes the expense for personnel vacations using the accrual method, and the expense is recorded at its nominal value. Certain affiliates recognize a vacation bonus expense, where there is a contractual obligation with general staff, and such obligation is equal to a fixed amount according to the employment contracts. This vacation bonus is recorded as an expense when the employee uses his or her vacation time, and it is recorded at nominal value. (b) Production bonuses An expense for production bonuses is recorded when the Board of Directors has made a decision that such bonus will be effective. The Group recognizes a provision when it is contractually obligated to do so or when past practice has created an implicit obligation and it is possible to reliably estimate the obligation. This bonus is recorded at its nominal value. (c) Staff severance indemnities The liability recognized in the statement of financial position is the present value of the obligation for defined benefits as of the reporting date. Such value is calculated annually by independent actuaries, and it is determined by discounting the estimated future outflows of cash at interest rates on instruments denominated in the currency in which such benefits will be paid and with terms similar to those of the corresponding obligations. Losses and gains that arise from experience and from changes in the actuarial hypotheses are charged or credited to income for the period in which they occur. Costs for past services are immediately recognized in the statement of income. The concepts indicated in letters a) and b) do not represent significant entries in the Statement of Comprehensive Income by function. 29 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 2.21 Provisions Provisions for environmental restoration, restructuring costs and lawsuits are recognized when: (i) The Group has a current liability, whether legal or implicit, as a result of past events; (ii) It is likely that an outflow of resources will be necessary to settle the obligation; and (iii) The amount has been reliably estimated. This amount is quantified using the best estimate possible as of each period-end. Provisions are valued at the present value of the disbursements that are expected to be necessary to settle the obligation using the best estimate available. The discount rate utilized to determine the present value reflects current market estimates, as of the reporting date, of the time value of money, as well as the specific risk related to the liability in question. 2.22 Revenue recognition Operating revenues include the fair value of the considerations received or receivable for the sale of goods and services in the ordinary course of business. Operating revenues are presented net of value-added taxes, returns, reductions and discounts, and after eliminating intra-Group sales. Revenues are recognized when the amount of the same can be reliably valued, it is likely that the future economic benefits will flow to the entity, and the specific conditions for each of the activities are met, as described below. It is not considered possible to reliably value the amount of the revenues until all contingencies related to the sale have been resolved. (a) Sales of goods Sales of goods are recognized when an entity belonging to the Group has delivered the products to the customer, the channel of distribution and the price at which the products are sold are wholly at the discretion of the customer, and there are no outstanding obligations that could affect the acceptance of the products by the customer. Delivery is not considered to have taken place until the products have been sent to a concrete destination, the risks of obsolescence and loss have been transferred to the customer, and the customer has accepted the products in accordance with the sales contract, the acceptance period has ended, or there is objective evidence that the necessary criteria for acceptance have been met. Sales are recognized based on the price established in the sales contract, net of volume discounts and estimated returns as of the date of the sale. Volume discounts are evaluated based on forecasted annual purchases. It is assumed that there is not a significant financing component, as the sales are carried out with a reduced term of payment, which is in line with market practice. 30 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (b) Sales of services Services are supplied on the basis of a concrete date and material, or as a contract with a fixed price, for periods that range between one and three years. Revenues from contracts with concrete dates and materials are recognized at the rates stipulated in the contract, to the extent that personnel hours are utilized and the direct expenses are incurred. Revenues from fixed-price contracts for the provision of services are generally recognized during the period in which the services are provided, on a straight-line basis over the duration of the contract. (c) Interest income Interest income is recognized using the effective interest method. (d) Dividend income Dividend income is recognized when the right to receive payment is established. 2.23 Leases (a) When an entity belonging to the Group is the lessee – Capital leases Leases of fixed assets when the Group holds substantially all of the risks and rewards of ownership are classified as capital leases. Capital leases are capitalized at the beginning of the lease at the fair value of the leased property or at the present value of the minimum lease payments, whichever is less. Each lease payment is distributed between liabilities and financial charges to obtain a constant interest rate over the remaining balance of the debt. The corresponding lease obligations, net of financial charges, are included under “Other long-term payables.” The interest element of the financial cost is charged to income during the term of the lease such that a constant periodic interest rate is obtained over the remaining balance of the liability for each period. Assets acquired through capital leases are depreciated over their useful lives or the duration of the contract, whichever is less. (b) When an entity belonging to the Group is the lessee – Operating leases Leases in which the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases. Operating lease payments (net of any incentive received from the lessor) are charged to income on a straight-line basis over the term of the lease. 31 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (c) When an entity belonging to the Group is the lessor When the assets are leased under a capital lease, the present value of the lease payments is recognized as a financial account receivable. The difference between the gross amount receivable and the present value of such amount is recognized as the financial return on the capital. Lease income is recognized during the term of the lease in accordance with the net investment method, which reflects a constant periodic rate of return. Assets leased to third parties under operating lease contracts are included in fixed assets in the Statement of Financial Position. Lease income is recognized on a straight-line basis over the term of the lease. 2.24 Non-current assets held for sale Non-current assets (or disposal groups) are classified as held for sale and recognized as the lower of the book value and fair value less sales costs if the book value is primarily recovered through a sales transaction instead of continued use. 2.25 Dividend distribution The distribution of dividends to the Company’s shareholders is recognized as a liability in the consolidated accounts to the extent that the benefit is accrued, According to the Society dividend policy. Article 79 of the Corporations Law of Chile establishes that, unless the respective shareholders’ meeting unanimously agrees otherwise, publicly traded companies must annually distribute cash dividends to their shareholders, on a pro rata basis considering the number of shares or the proportion established in the by-laws if there were preferential shares, equivalent to at least 30% of the annual net profits, except when accumulated losses from previous years are being absorbed. The dividend policy that the Company currently has in force is to distribute not less than 40% of the annual net profits subject to dividend distribution, as defined in Note N° 22, to shareholders. During the last quarter of each year the Board of Director determines whether or not an interim dividend will be distributed. Such interim dividend is paid in December to the extent that the year-end results are expected to be positive and that the Company’s available cash allows for such distribution. 2.26 Environment The disbursements related to the improvement and/or investment production processes that improve the environmental conditions are recorded as expenses for the year in which they are incurred. When such disbursements are part of capital projects, they are recorded as negative goodwill of property, plant and equipment. 32 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The group has established the following types of disbursements for environmental protection projects: a) Disbursements related to the improvement and/or investment of production processes that improve environmental conditions. b) Disbursements related to the improvement and/or investment of production processes that improve environmental conditions. c) Other disbursements that affect the environment. 2.27 Business combinations Business combinations are accounted for using the acquisition method. This involves the recognition of the identifiable assets (including intangible assets that have not been recognized previously) and liabilities (including contingent liabilities and excluding future restructuring) of the acquired business at fair value. Purchased goodwill acquired in a business combination is initially measured at cost, which is the excess of the cost of the business combination over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquisition. After the initial recognition, purchased goodwill is measured at cost less any accumulated impairment losses. For purposes of impairment tests, purchased goodwill acquired in a business combination is assigned from the date of acquisition to each cash generating unit or group of cash generating units that are expected to benefit from the synergies of the combination, regardless of whether other Group assets or liabilities are assigned to those units or groups of units. If the acquisition cost is less than the fair value of the net assets of the acquired affiliate, the difference is directly recognized in income and immediately recognized under “Other gains (losses).” Transaction costs are treated as expenses at the time they are incurred. For business combinations carried out in stages, the fair value of the acquired company is measured at each opportunity and the effects of changes in the share in income are recognized in the period in which they occur. 2.28 Impairment a) Non-financial assets Amounts in Property, plant and equipment are tested for impairment any time an event or change in the circumstances of the business indicates that the book value of the assets may not be recoverable, while purchased goodwill and other nonfinancial assets with indefinite useful lives are tested annually. The recoverable value of an asset is estimated as the greater of the net sales price and the value in use. Impairment losses are recognized when the book amount exceeds the recoverable amount. 33 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 An impairment loss that was recognized previously can be reversed if there has been a change in the estimates used to determine the recoverable amount. However, the reversal cannot be for an amount greater than the amount that was determined and recognized in previous periods. In the case of purchased goodwill, impairment losses that have been recognized are not reversible. For purposes of evaluating impairment losses, assets are grouped at the lowest level at which there are separately identifiable cash flows for each cash generating unit. Non-financial assets other than goodwill that have suffered impairment losses are reviewed as of each reporting date in case the losses have been reversed. “Cash generating units” are defined as the smallest identifiable groups of assets whose ongoing use generates inflows of funds that are largely independent of the inflows resulting from the use of other assets or groups of assets. Purchased goodwill is assigned to cash generating units for purposes of impairment testing. The distribution is carried out among those cash generating units or groups of cash generating units that are expected to benefit from the business combination that gave rise to the goodwill. b) Financial assets At the end of each period an evaluation is carried out to determine whether there is objective evidence that the financial assets or groups of financial assets have been impaired. The effects of impairment are recognized in income only if there is objective evidence that one or more events occurred after the initial recognition of the financial asset and that, in addition, the impairment will affect the associated future cash flows. The allowance for bad and doubtful debts for trade receivables is determined when there is evidence that the Group will not receive payment in accordance with the original terms of the sale. Provisions are recorded when the customer resorts to legal measures such as bankruptcy or cessation of payment, or when the Group has exhausted the means of debt collection over a reasonable period of time. For sales in Chile by some affiliates, provisions are estimated using a percentage of the accounts receivable that is determined on a case-by-case basis, depending on the internal risk classification of the customer and the age of the debt (days overdue). 2.29 Cash flows statement Cash flows statement for the purpose of preparing the cash flow statements, the Company and subsidiaries have defined the following considerations: Cash and cash equivalents include cash on hand and in banks, time deposits and other highly liquid short-term investments with a maturity of three months or less from the date of acquisition. Bank overdrafts are classified as current liabilities section. Operating activities: they are the main revenue-producing activities of the Company and include other activities that are not investing or financing activities. 34 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Investment activities: they are the acquisition or disposal of long-term assets and other investments not included in cash equivalents. Financing activities: they are activities that produce changes in the size and composition of the net equity and in the financial liabilities. 2.30 Earnings per Share Basic earnings per share are calculated as the quotient between net profits (losses) for the year attributable to the company and the weighted average number of the company’s shares outstanding during the period, excluding the weighted number of the company’s shares in the hands of a subsidiary, if applicable. The company and its subsidiaries did not perform any potentially dilutive transactions of any kind leading to diluted earnings per share that differ from the basic earnings per share amount. 2.31 Classification of current and non-current balances In the accompanying consolidated statement of financial position, balances to be recovered or settled within 12 months are classified as current items and those to be recovered or settled within more than 12 months as non-current items. If there are obligations whose maturities are less than twelve months, but whose long-term refinancing is guaranteed at the discretion of the company through credit agreements unconditionally available with long-term maturities, these obligations could be classified as long-term liabilities. 35 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 3. FINANCIAL INSTRUMENTS 3.1 CASH AND CASH EQUIVALENTS The cash and cash equivalents of the Group are detailed as follows: NOTE 3.1 - CASH AND CASH EQUIVALENTS 09.30.2014 12.31.2013 Classes of cash and cash equivalents ThUS$ ThUS$ Bank balances 423,252 433,770 1,179,154 689,844 346,516 372,474 Short-term deposits Mutual funds Overnight Investments Other cash and cash equivalents Total 762 3,400 4,677 8,651 1,954,361 1,508,139 Reconciliation between cash and cash equivalents presented in the statement of financial position and cash and cash equivalents presented in the statement of cash flows Other reconciling items of cash and cash equivalents 0 0 Bank overdrafts used for cash management (1,491) (548) Total reconciling items of cash and cash equivalents (1,491) (548) Cash and cash equivalents 1,954,361 1,508,139 Cash and cash equivalents, presented in Statement of Cash Flows 1,952,870 1,507,591 The amortized cost of these financial instruments does not differ from their fair value. Cash and cash equivalents correspond to cash, cash in banks, time deposits and mutual funds. These types of investments are readily convertible to cash in the short term and are subject to low risk of changes in value. For time deposits, the valuation is performed through the accrual at the rate of purchase of each one of the papers. 36 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 3.2 OTHER CURRENT FINANCIAL ASSETS The following financial assets at fair value through profit or loss are classified in this category: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Mutual Funds Fixed-income instruments Derivative financial instruments Forwards Swaps Other financial assets 678 143,927 725 148,840 17,860 4,199 3,851 7,553 3,286 Total 170,515 160,404 Financial assets at fair value include shares in mutual funds and fixed-income instruments (corporate bonds, mortgage bonds, bank bonds, time deposits and other similar items) that are managed on behalf of the company by third parties (“outsourced portfolios”). These assets are recorded at fair value, changes in value are recognized in income, and the assets are held for purposes of liquidity and returns. Mutual funds are accounted for at market value through the share value as of period-end. Outsourced portfolios are valued using market rates as of period-end. Swaps are valued using the discounted cash flow method at a rate appropriate for the risk of the operation, using specific tools for the valuation of swaps. As of the reporting date, the financial assets classified in this category are not hedges, as there is no uncertainty about their underlying liabilities. Consequently, these instruments are part of a strategy of structural management of the liquidity risk implicit in the Company’s operations. Forwards are initially recognized at fair value on the date on which the contract is subscribed, and they are subsequently remeasured at fair value. Forwards are recorded as assets when their fair value is positive and as liabilities when their fair value is negative. The fair value of foreign exchange forward contracts is calculated in reference to current foreign exchange rates from contracts with similar maturity profiles. The amortized cost of these financial instruments does not differ from their fair value. The Group does not present held-to-maturity investments for the above mentioned periods. 37 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 3.3 TRADE AND OTHER RECEIVABLES The Group presents the following balances for trade and other receivables: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Trade receivables Less: provision for impairment of trade receivables 1,657,552 (50,145) 1,686,870 (45,533) Net trade receivables 1,607,407 1,641,337 Other receivables Less: provision for impairment of other receivables 248,210 (10,336) 269,143 (8,828) Net other receivables 237,874 260,315 1,845,281 53,537 1,901,652 58,905 Total Less: non-current portion Current portion 1,791,744 1,842,747 Trade receivables and accounts receivable are included in current assets, except for those assets maturing in more than 12 months. These assets are recorded at amortized cost using the effective interest method and they are tested for impairment. Trade receivables represent enforceable rights arising from normal business operations, where normal is defined as the line of business, activities or corporate purpose of operations. Other receivables correspond to accounts receivable from sales, services or loans outside of the normal course of business. Implicit interest must be disaggregated and recognized as financial income as interest is accrued. The amount of the provision is the difference between the asset’s book value and the present value of the estimated future cash flows, discounted at the effective interest rate. The constitution and reversal of the provision for the impairment of accounts receivable has been included as “expenses for the allowance for bad debt and doubtful accounts” in the statement of income. The amortized cost of these financial instruments does not differ from their fair value. 38 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Stratification portfolio Balance 09.30.2014 Trade and other receivables Portfolio not overdue ThU$ Overdue 1-30 days ThU$ Overdue 31-60 days ThU$ Overdue 61-90 days ThU$ Overdue 91-120 days ThU$ Overdue Overdue Overdue Overdue 121-150 days 151-180 days 181-210 days 211-250 days ThU$ ThU$ ThU$ ThU$ Overdue more than 251 days ThU$ Total current ThU$ Total non-current ThU$ Gross trade recevaibles Impairment provision Other gross receivables Impairment provision 1,445,676 (921) 235,837 (7,441 ) 115,725 (164) 6,520 (26 ) 24,743 (3,091) 1,324 (15 ) 6,278 (2,772) 1,186 (4 ) 2,575 (1,530) 191 (3 ) 2,056 (1,542) 169 0 2,173 (1,693) 205 0 1,708 (1,501) 73 0 1,367 (982) 91 0 55,187 (35,951) 2,677 (2,844) 1,655,953 (50,147) 195,899 (9,961) 1,535 0 52,374 (372) Total 1,673,151 122,055 22,961 4,688 1,233 683 685 280 476 19,069 1,791,744 53,537 Balance 12.31.2013 Trade and other receivables Portfolio not overdue ThU$ Overdue 1-30 days ThU$ Overdue 31-60 days ThU$ Overdue 61-90 days ThU$ Overdue 91-120 days ThU$ Overdue Overdue Overdue Overdue 121-150 days 151-180 days 181-210 days 211-250 days ThU$ ThU$ ThU$ ThU$ Overdue more than 251 days ThU$ Total current ThU$ Total non-current ThU$ Gross trade recevaibles Impairment provision Other gross receivables Impairment provision 1,408,493 (5,223) 60,556 0 184,941 (449) 3,074 0 40,476 (1,252) 143 0 9,906 (1,016) 912 0 5,089 (1,816) 60 0 2,082 (820) 405 (532) 1,497 (775) 2,012 0 810 (283) 175 0 1,539 (717) 217 0 38,947 (33,182) 194,679 (8,296) 1,692,702 (45,533) 203,981 (8,403) 1,078 0 58,252 (425) Total 1,463,826 187,566 39,367 9,802 3,333 1,135 2,734 702 1,039 192,148 1,842,747 58,905 39 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 3.4 OTHER NON FINANCIAL ASSETS Other non financial assets, current Unamortized roads, current Unamortized insurance VAT fiscal credit Dividend receivable Materials, supplies and parts Assets for sale Expenses paid in advanced Leases Fishing permits Contribution to ESSBIO Others Total current Other non financial assets, non current 09.30.2014 ThUS$ 12.31.2013 ThUS$ 46,028 59,981 74,350 0 12,580 0 8,334 17 941 459 21,236 53,815 28,702 105,275 0 10,858 289 9,497 12 763 481 14,651 223,926 224,343 09.30.2014 ThUS$ 12.31.2013 ThUS$ Unamortized roads, non current Unamortized paid in advanced (freight, insurance, others) Leases guarantees Deferred expenses Others 125,208 6,098 34 3,920 26,623 112,505 7,092 43 6,034 27,423 Total non-current 161,883 153,097 40 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 3.5 OTHER FINANCIAL LIABILITIES Financial liabilities valued at amortized cost correspond to non-derivative instruments with contractual payment flows that can be fixed or subject to a variable interest rate. Financial instruments classified in this category are valued at amortized cost using the effective interest method. As of the reporting date, this classification included obligations with banks and financial institutions and obligations with the public through bonds issued in dollars and UF. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 768,441 1,491 27,444 409,542 70 31,987 18,304 1,053,314 548 113,456 43,536 2,119 29,644 7,316 1,257,279 1,249,933 Bonds in US dollars Bonds in UF and COP Loans with banks Financial leasing Other financial liabilities 2,257,995 1,635,378 1,870,817 80,275 123,725 2,140,758 1,473,873 2,132,874 86,155 28,837 Total non-current 5,968,190 5,862,497 Total other financial liabilities 7,225,469 7,112,430 Current Loans with banks Accounting overdrafts Bonds in UF and COP Bonds in US dollars Letter of credit Financial leasing Other financial liabilities Total current Non-current Capital plus interest of the main financial liabilities of Empresas Copec’s Group that are subject to risk of liquidity are presented undiscounted and under maturity groups in the following tables: 41 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of September 30, 2014: Dates of Maturity Bank loans Banco Alfa Banco Safra Banco BBVA (Estados Unidos) Less than 1 month ThUS$ Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ 0 0 0 0 0 0 0 118 0 0 408 0 118 408 0 0 30,002 30,002 15,154 0 0 3,554 0 0 0 3,554 0 64 7,319 70,857 164,321 0 78,240 164,321 Banco do Brazil 0 0 152 257 0 152 257 Banco Bndes Subcrédito 0 0 132 10,792 29,054 132 39,846 Banco Votorantim 0 0 179 4,033 838 179 4,871 Banco BBVA (Argentina) Banco del Estado Banco John Deere BBVA Chile Banco Continental Banco Itaú Banco Itaú (Brazil) Fondo de Desenvolvimiento Econom. Banco HSBC J.P. Morgan Banco Banamex MXN Santander 15,154 0 0 331 546 0 331 546 4,046 36,599 91,215 22,783 0 131,860 22,783 5 11 48 1,131 0 64 1,131 13 10,975 7,928 3,452 0 18,916 3,452 203 0 345 307 0 548 307 0 0 56 79 0 56 79 1,265 130 764 63,290 0 2,159 63,290 11,962 262,752 380 10,270 262,752 0 118 2,907 14,809 0 0 17,834 0 20,242 1,312 107,773 14,015 41,129 0 142,030 41,129 Banco BIF Soles 15 32 151 1,890 401 198 2,291 Banco Chile 31 57,209 40,806 182,343 0 98,046 182,343 0 1,378 0 14,851 0 1,378 14,851 40,913 Banco Security Banco Bci Banco Citibank Banco Bradesco Banco Heritage 94 347 1,147 40,913 0 1,588 0 2,605 10,085 0 0 12,690 0 5,546 3,100 23,328 380 0 31,974 380 1,356 0 0 0 0 1,356 0 Banco Davivienda 0 82 10,246 0 0 10,328 0 Banco Banistmo 12 24 4,337 0 0 4,373 Bancomer 167 71 267 7,442 0 505 7,442 Banco Bogota 341 73 135,337 16,128 0 135,751 16,128 Banco de Occidente 10,147 8,548 16,534 0 0 35,229 0 Banco Dnb Nor Bank 0 0 48 0 0 48 0 109,551 Banco BTMU 0 171 338 1,300 109,551 0 1,809 Banco Helm Bank 0 110 0 0 0 110 0 Banco Internacional 0 423 0 527 0 423 527 119 1,283 903 376,382 0 2,305 376,382 Banco Scotiabank Bank ABC Interamerican Development Bank Finnissh Export Credit BBVA Uruguay Banco Macro Argentina 0 0 35 77 0 35 77 2,065 0 5,831 155,387 94,860 7,896 250,247 459,469 0 0 45,132 264,974 194,495 45,132 3,034 0 9,056 0 0 12,090 0 77 0 0 167 0 77 167 Banco Polpular 0 0 6,300 0 0 6,300 0 Banco Colombia 17 14 90 2,432 0 121 2,432 50,578 245,285 552,036 1,763,878 319,648 847,899 2,083,526 Total Dates of Maturity Bonds Less than 1 month ThUS$ Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Barau - E 6,831 0 0 0 0 6,831 0 Barau - F 4,948 0 0 59,623 320,767 4,948 380,390 Barau - Q 1,201 0 0 49,502 42,325 1,201 91,827 Barau - J 0 0 542 36,262 210,304 542 246,566 BECOP - C 0 5,937 5,937 59,371 407,005 11,874 466,376 BECOP - E 0 0 1,690 8,452 54,122 1,690 62,574 Barau - P 0 2,995 0 31,820 264,617 2,995 296,437 Barau - R 0 0 3,598 28,666 315,206 3,598 343,872 Bond 144 A - Argentina 0 5,307 0 303,038 0 5,307 303,038 Yankee Bond 2019 0 0 6,142 641,236 0 6,142 641,236 Yankee Bond 2º Emission 0 0 391 143,547 0 391 143,547 Yankee Bond 6º Emission 0 0 378,901 0 0 378,901 0 Yankee 2021 0 0 3,889 80,000 425,087 3,889 505,087 Yankee 2022 0 0 5,278 95,000 549,270 5,278 644,270 Yankee 2024 0 0 4,313 90,000 601,188 4,313 691,188 Bond series 7 years fixed rate 0 2,272 4,918 26,321 121,933 7,190 148,254 Bond series 5 years IPC E.A. 0 1,096 2,444 64,851 0 3,540 64,851 Bond series 10 years IPC E.A. 0 2,448 5,457 29,207 147,274 7,905 176,481 12,980 20,055 423,500 1,746,896 3,459,098 456,535 5,205,994 Total Dates of Maturity Leases Banco Santander Chile UF Banco Santander Chile $ Banco de Chile UF Less than 1 month ThUS$ 842 Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ 532 2,536 4,222 0 3,910 4,222 77 144 629 2,386 0 850 2,386 1,006 1,833 8,485 19,380 0 11,324 19,380 Banco de Chile $ 22 45 201 268 0 268 268 Banco BBVA UF 741 1,337 6,986 20,584 0 9,064 20,584 8 16 74 237 0 98 237 325 651 2,927 11,809 0 3,903 11,809 Banco Estado UF Banco Scotiabank UF Automotive Leases Banco BBVA US$ Leasing BBVA Leasing Bancolombia 0 0 0 0 9 0 0 9 0 59 0 119 0 277 10 585 0 455 10 585 0 27,997 337 676 3,038 16,201 11,796 4,051 Leasing Banco Internacional 3 7 31 2 0 41 2 Banco Itau 0 0 37 309 0 37 309 3,420 5,360 25,240 75,983 11,796 34,020 87,779 66,978 270,700 1,000,776 3,586,757 3,790,542 1,338,454 7,377,299 Total Total interest bearing loans 42 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of December 31, 2013: Dates of Maturity Bank loans Banco Alfa Less than 1 month ThUS$ Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ 59 0 0 0 0 59 0 Banco BBVA 442 0 416 0 0 858 0 Banco del Estado 445 65,974 54,458 194,063 29,941 120,877 224,004 Banco do Brazil 6,843 0 0 0 6,843 Banco Itau Brazil 2,653 0 0 895 0 2,653 895 186 0 0 1,294 3,247 186 4,541 Banco Rep. Oriental Uruguay 0 5,098 20,065 0 0 25,163 0 BBVA Banco Estados Unidos 0 15,186 15,000 45,541 0 30,186 45,541 1,970 279,136 Banco Votorantim Interamerican Development Bank 417 417 0 4,487 122,626 156,510 6,457 4,893 12,268 0 0 0 17,161 0 Banco Galicia 48 3,067 409 818 0 3,524 818 Banco Itaú 14 0 10,434 3,514 0 10,448 3,514 Fondo de Desenvolvimiento Econom. 58 0 0 121 0 58 121 1,408 373 2,245 265,824 0 4,026 265,824 0 0 0 0 0 0 0 58,494 80,244 110,051 57,341 0 248,789 57,341 BBVA Argentina J.P. Morgan Santander Overseas Bank Santander Corpbanca Banco Chile Banco Security Banco Bci Banco Scotiabank Banco Citibank 0 0 6,690 0 0 6,690 0 9,896 5,591 76,460 192,758 29,941 91,947 222,699 0 0 2,659 16,726 0 2,659 16,726 1,924 510 8,717 40,108 9,658 11,151 49,766 40,256 229 240,477 379,483 0 280,962 379,483 5,021 27,672 45,770 0 0 78,463 0 690 330 1,479 110,850 0 2,499 110,850 Banco GNB Sudameris 0 0 0 0 0 0 0 Banco Av Villas 0 172 368 8,671 0 540 8,671 Banco BTMU Banco Bancolombia Banco Davivienda Banco Bogota Banco de Occidente Finnish Export Credit Banco Itau Uruguay Banco Helm Bank Banco Helm Bank Panama Banco Continental Banco BBVA Uruguay Banco Bndes Subcrédito Banamex MXN Banco Macro Banco HSBC (Brazil) Banco Bradesco Banco IFC - USD Otros Bancos Banco Bice Total 0 0 0 0 0 0 0 0 0 1,805 0 10,588 0 41,442 0 79,624 0 53,835 0 79,624 0 466 963 22,330 0 1,429 22,330 0 24,906 20,852 266,493 247,756 45,758 514,249 55 0 10,005 0 0 10,060 0 0 15 0 0 0 15 0 0 0 0 0 0 0 0 12 27 158 2,463 0 197 2,463 0 12,047 0 0 12,047 0 62 70 0 12,348 30,562 132 42,910 124 0 3,069 761 19,939 0 3,954 19,939 2 4,757 95 288 0 4,854 288 1,309 11,631 588 64,892 0 13,528 64,892 137 0 9,332 120 0 9,469 120 0 0 0 0 0 0 0 37 1,739 172 10,282 0 1,948 10,282 0 0 0 0 0 0 0 136,873 278,469 694,083 1,919,829 507,615 1,109,425 2,427,444 Dates of Maturity Bonds Barau - E 0 Less than 1 month ThUS$ Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ 0 0 14,756 0 0 14,756 0 426,698 Barau - F 0 0 2,180 52,330 374,368 2,180 Barau - H 88,717 663 0 0 0 89,380 0 BECOP - C 0 0 13,081 65,405 454,917 13,081 520,322 BECOP - E 931 0 931 9,311 61,486 1,862 70,797 Barau - J 0 2,387 0 40,116 242,063 2,387 282,179 Barau - P 0 0 1,125 35,202 295,925 1,125 331,127 Bono 144A - Argentina 0 0 1,004 311,254 0 1,004 311,254 15,205 0 0 145,000 531,942 15,205 676,942 Yankee Bond 2º Emission 0 2,734 0 152,872 0 2,734 152,872 Yankee Bond 6º Emission 0 0 4,047 379,608 0 4,047 379,608 Yankee 2021 8,889 0 0 80,000 444,475 8,889 524,475 Yankee 2022 11,215 0 0 95,000 571,986 11,215 666,986 Bond series 7 years fixed rate 0 2,390 5,178 27,709 133,519 7,568 161,228 Bond series 5 years IPC E.A. 0 1,020 2,256 69,446 0 3,276 69,446 Bond series 10 years IPC E.A. 0 2,291 5,064 27,100 156,895 7,355 183,995 Yankee Bond 2019 Bonos serie 18 años IPC E.A. Total 0 945 2,085 11,158 84,195 3,030 95,353 124,957 12,430 51,707 1,501,511 3,351,771 189,094 4,853,282 Dates of Maturity Leases Banco Santander Chile Banco Chile Less than 1 month ThUS$ Total 1 to 3 months 3 to 12 months 1 to 5 years More than 5 years Current Non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ 514 878 3,555 10,331 0 4,947 10,331 1,150 2,300 9,424 27,528 0 12,874 27,528 Banco BBVA 462 925 4,162 12,889 0 5,549 12,889 Banco Scotiabank 284 568 2,557 11,396 0 3,409 11,396 9 18 81 342 0 108 Banco Estado Automotive Leases Leasing Bancolombia Leasing Banco Internacinal Leasing BBVA Total Total interest bearing loans 342 0 0 62 5 0 62 5 356 1,068 2,873 21,274 11,406 4,297 32,680 5 10 45 28 0 60 28 53 106 476 444 0 635 444 2,833 5,873 23,235 84,237 11,406 31,941 95,643 264,663 296,772 769,025 3,505,577 3,870,792 1,330,460 7,376,369 43 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The maturities aforementioned include interest to be paid in each period. The Parent Company Empresas Copec S.A. and the affiliates Celulosa Arauco y Constitución S.A. and Compañía de Petróleos de Chile Copec S.A. hold 94.9% of the Company’s consolidated financial debt. In terms of currency, financial debt is detailed as follows: Amortized Cost Bonds issued in dollars Bonds issued in UF Bonds issued in COP Bank loans in dollars Bank loans in other currencies Capital lease Government Loans Creditors and other payables Fair Value 09.30.2014 12.31.2013 09.30.2014 12.31.2013 ThUS$ ThUS$ ThUS$ ThUS$ 2,667,537 1,316,478 346,344 1,716,713 283,937 112,262 4,002 1,559,159 2,184,294 1,223,006 364,323 2,012,800 1,318,662 115,799 4,910 1,775,149 2,860,456 1,223,810 346,344 392,327 191,090 112,262 4,002 1,559,159 2,712,585 1,277,909 364,323 2,136,766 1,305,324 115,799 4,910 1,775,149 The financial covenants to which the Group is subject are detailed in the table below: Instrument Amount as of 09.30.2014 ThUS$ Amount as of 12.31.2013 ThUS$ Interest coverage >= 2.0x Level of Level of indebtedness(1) <= 1.2x indebtedness(2) <= 0.75x 1,316,478 1,223,006 N/A N/A Syndicated loan 298,900 297,723 N/A Flakeboard Loan 150,206 149,286 45,002 274,584 Other loans 1,780,992 2,066,292 No covenants are required Foreign bonds 3,013,881 2,548,617 No covenants are required Local bonds Bilateral Credit N/A N/A: Does not apply for the instrument (1) Level of indebtedness (financial debt divided by equity plus minority interest) (2) Level of indebtedness (financial debt divided by total assets) (3) Financial covenants for loan taken by Forestal Río Grande S.A. only apply to the financial statements of that company At present time, the risk ratings of the debt instruments are the following: Instrument Empresas Copec Local bonds Arauco Local bonds Foreign bonds Standard & Poor's Fitch Ratings Moody's Feller Rate - AA- - AA- BBB- AABBB Baa3 AA- - AAA - - Organizacion Terpel Local bonds 44 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Consolidated Net Tangibles Assets In accordance with the provisions of Title VIII, Clause Twenty Five of the Contracts for the issuance of bond lines executed between Empresas Copec S.A. and Banco Santander Chile, on November 2, 2009, Registries No. 21.122-2009 and No. 21.123-2009, including their modifications, we report that as of September 30, 2014, the concepts identified in subsections /a/ and /b/ of the definition of consolidated net intangible assets amount to ThUS$ 138,025 and ThUS$ 28,778, respectively (ThUS$ 292,879 and ThUS$ 152,922 as of December 31, 2013). In addition, according to the provisions of Title III, Tenth Clause, we would like to state that as of December 31, 2013 and as of September 30, 2014 Empresas Copec S.A. has complied with the obligations derived from the previously mentioned contract, in particular as regards the financial indicator defined in section /C/ of the above tenth clause. • Indebtedness level : 0.49 • Upper limit allowed : 1.20 3.6 OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS The Group has the following financial liabilities at fair value through profit or loss: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Swaps Forward Other 135,125 2,738 0 25,444 5,816 902 Total 137,863 32,162 Financial liabilities at fair value through profit or loss include both liabilities designated as such upon initial recognition and liabilities classified as held as investments. Liabilities held as investments and derivatives that are financial liabilities are valued at fair value. Gains and losses are recorded in income. This liability is included under “Current and non-current other financial liabilities”. 3.7 FAIR VALUE HIERARCHY The financial assets and liabilities that have been accounted for at fair value in the Statement of Financial Position as of September 30, 2014 have been measured on the basis of the methodologies outlined in IAS 39. Such methodologies applied for each class of financial instruments are classified according to their hierarchy as follows: Level I: Values or prices in active markets for identical assets and liabilities. Level II: Information inputs from sources other than the market prices in Level I but observable in the market for the assets and liabilities, whether directly (prices) or indirectly (obtained on the basis of prices). Level III: Inputs for assets or liabilities that are not based on observable market data. 45 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Fair Value September 2014 ThUS$ Measurement Methodology Level II Level III ThUS$ ThUS$ Level I ThUS$ Financial assets at fair value Swap of Investment (asset) Forwards Fixed-income instruments Mutual funds Guarantee Contribution 4,199 17,860 143,927 346,516 - 143,927 346,516 - 4,199 17,860 - - 135,125 2,738 - 135,125 2,738 - Financial liabilities at fair value Swap of Investment (liability) Forward (liability) Fair Value December 2013 ThUS$ Measurement Methodology Level II Level III ThUS$ ThUS$ Level I ThUS$ Financial assets at fair value Swap of Investment (asset) Forwards Fixed-income instruments Mutual funds 7,553 148,840 372,474 148,840 372,474 7,553 - - Financial liabilities at fair value Swap Investment (liability) Forward (liability) 25,444 5,816 - 25,444 5,816 - 3.8 HEDGING FINANCIAL INSTRUMENTS Hedging financial instruments correspond to cash flow hedges, and are recorded in Other non-current financial assets and other non- current liability depending on whether they are in an assets or liability position. Empresas Copec, parent company, receives dividends from its fuel subsidiaries in Chilean pesos; however, it pays its shareholders dividends denominated in US dollars (which are translated into Chilean pesos at the exchange rate prevailing 5 working days before the payment date). To mitigate this potential mismatching, the company enters into hedges through forward contracts with different financial institutions. At September 30, 2014, 100% of the amounts receivable from its fuel subsidiaries in regard to dividends payable in December 2014 are hedged. As September 30, 2014 the market value of all the forwards expressed in US dollars at the exchange rate prevailing on the date of closing, including those related to dividends due in May 2015, is US$ 3,849,523. The affiliate Arauco is exposed to the risk of changes in the exchange rate of the dollar in order to meet its obligations with the public denominated in other currencies, such as bonds issued in indexed Chilean pesos (UF). 46 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Cross currency and swap contracts owned by Arauco to September 30, 2014, are detailed in the following table: Bond Institution Amount US$ Amount UF Rate US$ Rate UF Date of start Date of end Market value Effectiveness F Barclays 1 38,378,440 1,000,000 5.86% 4.25% 04-30-09 10-30-14 1,780,580 102% F Deutsche 1 37,977,065 1,000,000 5.80% 4.25% 10-30-09 10-30-14 2,205,182 102% F Deutsche 2 37,621,562 1,000,000 5.79% 4.25% 10-30-09 10-30-14 2,572,809 102% F Barclays 2 38,426,435 1,000,000 5.62% 4.25% 10-30-09 10-30-14 1,778,038 102% F Deutsche 4 43,618,307 1,000,000 5.29% 4.25% 10-30-11 10-30-21 5,056,253 102% F JP Morgan 2 43,618,307 1,000,000 5.23% 4.25% 10-30-11 10-30-21 (4,877,783) 102% J Corpbanca 42,864,859 1,000,000 5.20% 3.25% 09-01-10 09-01-20 (6,074,090) 100% J BBVA 1 42,864,859 1,000,000 5.20% 3.25% 09-01-10 09-01-20 (6,074,090) 100% J Deutsche 3 42,864,859 1,000,000 5.25% 3.25% 09-01-10 09-01-20 (6,191,797) 100% J Santander 42,873,112 1,000,000 5.17% 3.25% 09-01-10 09-01-20 (6,009,666) 100% J BBVA 2 42,864,257 1,000,000 5.19% 3.25% 09-01-10 09-01-20 (5,801,431) 100% E Corpbanca 2 43,284,746 1,000,000 3.36% 4.00% 10-30-11 10-30-14 (461,335) 100% P Corpbanca 3 46,474,122 1,000,000 4.39% 3.96% 11-15-11 11-15-21 (6,311,116) 100% P JP Morgan 3 47,163,640 1,000,000 3.97% 3.96% 11-15-12 11-15-21 (5,691,699) 100% F Deutsche* 37,977,065 1,000,000 4.69% 4.25% 04-30-14 04-30-19 3,420,363 102% F BBVA* 38,426,435 1,000,000 5.75% 4.25% 10-30-14 04-30-23 (1,730,625) 102% F BBVA* 38,378,440 1,000,000 5.61% 4.25% 10-30-14 04-30-23 (1,334,617) 102% F Santander* 37,977,065 1,000,000 5.59% 4.25% 10-30-14 04-30-23 (1,188,553) 102% F BCI* 37,621,562 1,000,000 5.54% 4.25% 10-30-14 04-30-23 (973,206) 102% P BBVA 42,412,852 1,000,000 5,00% 3.96% 11-15-13 11-15-23 (2,984,457) 100% P Santander 41,752,718 1,000,000 4.93% 3.96% 11-15-13 11-15-23 (1,932,972) 100% P Deutsche 41,752,718 1,000,000 4.92% 3.96% 11-15-13 11-15-23 (1,897,404) 100% R Santander 128,611,183 3,000,000 5.17% 3.60% 10-01-14 04-01-24 (16,649,790) 100% R JP Morgan 43,185,224 1,000,000 4.84% 3.60% 10-01-14 04-01-24 (4,718,042) 100% R Corpbanca 43,227,070 1,000,000 4.80% 3.60% 10-01-14 04-01-24 (4,672,775) 100% Q BCI 43,185,224 1,000,000 3.48% 3.00% 10-01-14 04-01-21 (2,570,607) 100% Q BCI 43,196,695 1,000,000 3.40% 3.00% 10-01-14 04-01-21 (2,408,578) 100% By means of a hedge effectiveness test, we could validate that hedge instruments detailed above are highly effective within an acceptable range for Arauco in order to leave out exchange rate uncertainty in commitments related to hedges. Hedging strategy: Given that Arauco has a high percentage of its assets in dollars and obligations in indexed Chilean pesos, it needs to minimize the exchange rate risk. The purpose of this swap position is to eliminate uncertainty related to the exchange rate by exchanging flows from obligations in indexed Chilean pesos from the bonds described above for flows in dollars (Arauco’s functional currency) at a fixed exchange rate determined as of the contract’s date of execution. 47 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Summarizing to September 30, 2014, foreign exchange hedging instruments are the following: Sociedad Celulosa Arauco y Constitución S.A Type of hedging Cash flow Risk Exchange rate Financial asset Classification/Type/Instrument Bonds issued in UF Swap BARAU F Fair value (US$ million) Type 1,781 Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F 2,205 Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F 2,573 Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F 1,778 Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F (5,056) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F (4,878) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU j (6,074) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU j (6,074) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU j (6,192) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU j (6,010) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU j (5,801) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU E (461) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU P (6,311) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU P (5,692) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F* 3,420 Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F* (1,731) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F* (1,335) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F* (1,198) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU F* (973) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU P (2,984) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU P (1,933) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU P (1,897) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU R (16,650) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU R (4,718) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU R (4,673) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU Q (2,571) Cross Currency Swap Celulosa Arauco y Constitución S.A Cash flow Exchange rate Financial asset Bonds issued in UF Swap BARAU Q (2,409) Cross Currency Swap Arauco Colombia S.A Cash flow Exchange rate Financial asset Forward Forward Colombian peso 636 Forward Arauco Colombia S.A Cash flow Exchange rate Financial asset Forward Forward Colombian peso 285 Forward (*) These swaps correspond to "Forward Starting Swap", whose start period is during 2014 (check date in each contract description) NOTE 4. FINANCIAL RISK MANAGEMENT Financial risk factors: Through its affiliates and associates, the Group has operations in different sectors related to natural resources and energy. The relevant risk factors vary depending on the type of business. Accordingly, the Management of each of the affiliates carries out its own risk management in collaboration with their respective operating units. The most relevant affiliates are Arauco, with activities in the forestry sector, and Copec, with activities in the fuel sector. Together these two companies represent approximately 86% of the Group’s consolidated assets, 90% of EBITDA and 70% of net income. Additionally, they represent around 95% of receivables and 91% of bond issuances. Together with the Parent Company, they represent 98% of consolidated placements. Therefore, a significant portion of the risks faced by the Group lie within these three units. The specific risks that affect each unit are analyzed below. a) Risks associated with Empresas Copec S.A., the Parent Company The risks of the Parent Company are fundamentally associated with its financial placements, which are exposed to several risks, including interest rate risk, exchange rate risk and credit risk. Management provides written policies for the management of investments that establish the objectives of obtaining the maximum return for acceptable levels of risk, maintaining sufficient liquidity, and limiting the levels of the different types of risk. These policies identify the instruments that are allowed, and they establish limits per type of instrument, issuer and risk rating. In addition, they determine the control and operating mechanisms for investing activities. 48 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Risk management is administered by the treasury department, which complies with the policies approved by Management. The financial instruments held by the Company have been categorized as cash or financial assets at fair value through profit and loss, given the feasibility that the instruments will be sold in the short term. (i) Interest rate risk The assets affected by this risk are the financial placements held by the Parent Company, which, in accordance with the investment policy, primarily consist of fixed-income instruments in the form of deposits, bonds, mortgage bonds and other similar items, as well as fixed-income mutual funds. The duration is used as a measurement of the sensitivity of the portfolio’s value in the face of changes in market interest rates. Given that the market value of such instruments varies according to changes in interest rates, a maximum limit on the aggregate duration of the portfolio has been set at three years. Currently, the aggregate portfolio has duration of 0.6 years. The table below shows the possible effects on pre-tax income of changes in the value of the Company’s investment portfolio as a result of changes in interest rates: Aggregate term (years) 0.6 Total portfolio value (US$) 823,002,575 Interest rate sensitivity analysis Change in Rate Change in Value Total Portfolio Value % US$ US$ 2.0% 1.0% 0.5% -0.5% -1.0% -2.0% (9,546,830) (4,773,415) (2,386,707) 2,386,707 4,773,415 9,546,830 813,455,745 818,229,160 820,615,868 825,389,282 827,775,990 832,549,405 (ii) Exchange rate risk As part of its investment policy, the Parent Company is authorized to have placements in U.S. dollars in order to handle possible uses of cash in that currency, which would result from the needs of certain affiliates and associates, as well as new potential businesses in which the Parent Company may participate. Such resources can be invested in local or international mutual funds, time deposits and third-party management, through a specific mandate. Variations in the exchange rate affect the value of peso-denominated instruments when expressing them in dollars. A depreciation of the Chilean peso would have a negative effect when expressing the peso-denominated investments in dollars, whereas an appreciation of the peso would have a positive effect. 49 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 To date, approximately 84.8% of the aggregate portfolio is denominated in dollars and 15.2% in pesos and UF. The Company’s objective is to achieve a portfolio with approximately 50-80% in dollars in the medium term, in accordance with the forecasted uses for the placements. During the second quarter, US$374 million were received from Guacolda share percentage sale, which increased proportion in the portfolio of dollar denomination. A table showing the possible effects on pre-tax income of changes in the value of the investment portfolio (measured in dollars), as a result of fluctuations in the exchange rate, is presented below: Percentage of portfolio in Chilean pesos 15.2% Total portfolio value (US$) 823,002,575 Depreciation Ch$ Appreciation Ch$ Exchange rate sensitivity analysis Change in Exchange Rate Change in Value Total Portfolio Value % US$ US$ 10.0% 12,532,700 835,535,275 5.0% 6,266,350 829,268,925 -5.0% (6,266,350) 816,736,225 -10.0% (12,532,700) 810,469,875 Additionally, in its financial statements, the Company consolidates affiliates that carry their accounting in Chilean pesos, which is the case of Compañía de Petróleos de Chile Copec S.A., Abastible S.A., Inmobiliaria Las Salinas Limitada and Sociedad Nacional de Oleoductos S.A., which record their financial information as described in Note 2.4 (c). The consolidated net income of Empresas Copec S.A. can be affected by movements in the exchange rate when the pesodenominated results of these affiliates are converted to dollars. Likewise, affiliates such as Arauco and the affiliates in the fishing sector are also affected by movements in the exchange rate, as a portion of their operating costs are denominated in pesos. On December 22, 2009, the Parent Company placed a UF-denominated bond in the Chilean market (BECOP-C) for a total amount of UF 7,000,000. The placement rate was 4.30%, for a nominal rate of 4.25%. Interest is paid semiannually, and the principal is amortized in a single payment in 2030. This liability is denominated in a currency (UF) other than the Parent Company’s functional currency (U.S. dollars). However, these bonds have been transferred to the affiliates belonging to the fuel sector, whose functional currency is the peso, such that the consolidated exposure to the exchange rate for this concept is eliminated. This transfer also eliminates all liquidity risk at the Parent level. Similar situation occurs with the new placement of a UF-denominated bond (BECOP-E) in the Chilean market on September 15, 2011, for a total amount of UF 1,300,000. The placement rate was 3.40%, for a nominal rate of 3.25%. Interest is paid semiannually, and the principal is amortized in a single payment in July 31, 2021. 50 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Also, Empresas Copec, parent company, receives dividends from its fuel subsidiaries in Chilean pesos; however, it pays its shareholders dividends denominated in US dollars (which are translated into Chilean pesos at the exchange rate prevailing 5 working days before the payment date). To mitigate this potential mismatching, the company enters into hedges through forward contracts with different financial institutions. At September 30, 2014 all the amounts receivable from its fuel subsidiaries in regard to the dividend payable in December are covered. (iii) Credit risk The financial placements held by the Parent Company consist predominantly of fixed-income instruments. In accordance with the investment policy, limits per issuer and limits on the categories of instrument have been established, depending on the risk rating of such issuers. In this regard, risk ratings must be issued by recognized local or international rating agencies. A table showing the main counterparties are detailed at 30 September 2014 and 31 December 2013: 09.30.2014 Main counterparties Banco Chile Banco BCI Banco Santander Santander Fondos Mutuos BCI Fondos Mutuos Banchile Fondos Mutuos Banco Estado Fondos Mutuos BTG Banco Security Banco Itaú Banco BBVA Banco Central y Tesorería Banco HSBC Otros Total % 18.10% 17.60% 13.40% 7.00% 6.30% 6.00% 5.60% 4.40% 4.10% 0.00% 0.00% 0.00% 0.00% 17.45% 100.0% 12.31.2013 Value US$ 149,182,257 144,856,915 110,359,562 57,440,178 51,890,383 49,277,741 45,703,944 36,605,018 34,066,614 0 0 0 0 143,619,963 823,002,575 % 13.55% 15.00% 12.22% 2.31% 6.66% 0.00% 4.60% 4.76% 6.52% 6.13% 4.43% 1.58% 3.34% 18.90% 100.0% Value US$ 66,297,624 73,483,989 59,786,603 11,360,533 32,567,412 0 22,433,168 23,217,900 31,890,346 30,000,627 21,684,082 7,762,057 16,382,827 92,496,972 489,364,140 b) Risks associated with Celulosa Arauco y Constitución S.A. (forestry sector) The affiliate’s financial assets are exposed to a number of financial risks: credit risk, liquidity risk and market risk (including exchange rate risk, interest rate risk and price risk). The global risk management program considers uncertainty in the financial markets and tries to minimize the potential adverse effects on financial yields. Financial risk management is administered by the Finance department. This department identifies, evaluates and hedges financial risks in close collaboration with the operating units. The company does not actively participate in the trading of its financial assets for speculative purposes. 51 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (i) Credit risk Credit risk refers to financial uncertainty, over different periods of time, in relation to the fulfillment of obligations subscribed by counterparties at the point in time when contractual rights to receive cash or other financial assets are exercised. The exposure of the affiliate Arauco to credit risk is directly related to the individual ability of its customers to fulfill their contractual commitments and is reflected in trade receivables. Credit risk also arises for assets that are held by third parties such as deposits, agreements and mutual funds. In accordance with company policies, the subsidiary has insurance policies for open account sales. In order to cover the export sales of the companies Celulosa Arauco y Constitución S.A., Aserraderos Arauco S.A., Paneles Arauco S.A., Forestal Arauco S.A. and Alto Panama S.A., as well as the local sales of Arauco Distribución S.A., Arauco México S.A. de C.V., Arauco Wood Inc., Arauco Colombia S.A., Arauco Perú S.A., Arauco Panels USA LLC, Flakeboard CO Ltd., Flakeboard America Ltd., and Alto Paraná S.A. (and affiliates). Arauco contracts its insurance policies with Continental Credit Insurance Company (rated AA- by credit agencies as Humphreys and Fitch Ratings). Until November 30, 2012, Arauco do Brasil (and subsidiaries) insured its domestic credit sales with Euler Hermes Insurance Company. Beginning on December 1, 2012, all insurance policies for credit sales in the Arauco Group were insured with the Continental Credit Insurance Company. The insurance policies cover 90% of the amount invoiced with no deductible. In order to back a line of credit or an advance payment to a provider that has been approved by the credit committee, the company has guarantees such as mortgages, pledges, stand-by letters of credit, bank guarantees, checks, promissory notes, loans and other similar items that could be enforced in accordance with the legislation of each country. The debt covered by these types of guarantees amounts to US$ 149 million as of September 30, 2014. The guarantee procedure is regulated by the guarantee policy, the purpose of which is to control the accounting, expiration and valuation of guarantees. The department of Credit and Collections, which reports to the department of Finance, is the area charged with minimizing the credit risk of accounts receivable. This area supervises overdue accounts and approves or denies the credit limits for all term sales. The standards and procedures for the proper control and management of the risk of open account sales are governed by the Credit Policy. A procedure for the approval and/or modification of customer lines of credit has been established and must be followed by all companies belonging to the Arauco group. Requests for lines of credit are entered into a Credit Evaluation model, where all available information is analyzed, including the amount of the line granted by the credit insurance company. Subsequently, these requests are approved or denied by the internal committees of each of the companies belonging to the Arauco group, according to the maximum amount authorized by the Credit Policy. If the line of credit exceeds that amount, it is analyzed by the Corporate Committee. Credit lines are renewed annually through this internal process. As of September 30, 2014, consolidated sales totaled ThUS$ 3,930,051, of which 63.15% were open account sales, 27.53% were sales with credit letters, and 9.32% were other types of sales. 52 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of September 30, 2014, accounts receivable totaled ThUS$ 639,208, of which 67.46% corresponded to open account sales, 29.73% to sales with letters of credit, and 2.81% to other types of sales. These receivables correspond to 2.138 customers. The customer with the greatest open account debt represented 3.85% of total accounts receivable as of that date. Arauco has not entered into any refinancing or renegotiations with its customers which involve amendments to the invoice due, and if necessary, any renegotiation of debt with a customer will be analyzed on a case by case basis and approved by the Corporate Finance Department. The debt open account covered by the different insurance policies and guarantees amounts to 98.2% of the total, and consequently Arauco’s portfolio exposure amounts to 1.8%. Sales with letters of credit mainly correspond to the Asian and Middle East markets. Periodically a credit evaluation of the banks that issue credit letters is performed, in order to obtain their rating by the main risk rating agencies, their ranking at the country and worldwide levels, and their financial situation for the past five years. In accordance with this evaluation, the issuing bank is approved or a confirmation of the letter of credit is requested. All sales are controlled using a credit verification system, the parameters of which have been defined to block orders from customers that have a certain percentage of overdue payments or whose line of credit has been exceeded or expired as of the time the product would be shipped. Of total trade receivables as of September 30, 2014, 93.86% are current (i.e. non-past due), 1.83% are between 1 and 30 days past due, 0.57% are between 30 and 60 days past due, 0.22% are between 61 and 90 days past due, 0.09% are between 91 and 120 days past due, 0.04% are between 121 and 150 days past due, 0.02% are between 151 and 180 days past due, 0.01% are between 180 and 210 days past due, 0.03% are between 211 and 250 days past due, 3.33% are more than 250 days past due. The table below shows the percentages of overdue payments from net trade receivables at September 2014 and December 31, 2014, respectively: 2014 Days Not Overdue 1-30 ThUS$ % 599,946 93.8600% 11,716 1.8300% 31-60 3,621 0.5700% 61-90 1,411 0.2200% 91-120 121-150 567 0.0900% 248 0.0400% 91-120 121-150 392 0.0700% 0 0.0000% 151 -180 106 0.0200% 181 - 210 82 0.0100% 211 - 250 165 0.0300% more than 250 21,346 3.3300% Total 639,208 100.00% 2013 Days Not Overdue 1-30 ThUS$ % 513,393 87.5300% 63,458 10.8200% 31-60 630 0.1100% 61-90 1,278 0.2200% 151 -180 257 0.0400% 181 - 210 0 0.0000% 211 - 250 90 0.0200% more than 250 7,008 1.1900% Total 586,506 100.00% The Arauco has recognized provisions for doubtful accounts on trade receivables for a total of MUS$ 7,58 over the last five years which represents 0.38% of total revenues from sales during that five-year period. 53 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Impairment of Trade Payables as percentage of total sales Years Impairment of Trade Payables 2014 -0.002% 2013 2012 2011 2010 0.009% 0.010% 0.150% 0.010% last 5 years 0.038% The amount recovered through possession of collateral, credit insurance reimbursements or any other credit enhancement during the year 2014 was ThUS$ 767, which represents 45.71% of the total provisioned assets. In March 2009, Arauco implemented a Guarantee Policy in order to control accounting, valuation and expiration dates of collaterals received. In May 2013, Arauco updated its Corporate Credit Policy. Regarding the credit risk of time deposits, repurchase agreements and mutual funds, Arauco has in place a policy that minimizes the risk through guidelines for management of cash flow surpluses in low-risk institutions. Currently there is a policy for provisions for doubtful accounts receivable under IFRS for all the Arauco group companies. Placement policy: The affiliate Arauco has a placement policy that identifies and limits the financial instruments and the entities in which the companies, in particular Celulosa Arauco y Constitución S.A., are authorized to invest. It should be mentioned that treasury management is handled centrally for operations in Chile. Thus, the parent company for the forestry sector acts as an internal bank for the Chilean affiliates, granting intercompany loans at a fixed rate determined by central management. The parent carries out investment operations, cash excess placement and short- and long-term debt subscriptions with banks, financial institutions and the public. The exception to this rule occurs in specific operations that must be carried out through other companies, in which case the express authorization of the Chief Financial Officer of Arauco is required. Only investment in fixed-income instruments and instruments with sufficient liquidity is permitted. Each type of instrument has a specific classification and limit, depending on its term and on the issuer. With respect to intermediaries (banks, securities and mutual funds agencies, must be these two latter affiliates of bank institutions) a methodology is used in order to determine the relative degree of risk of each bank or financial institution in terms of its financial statements and debt or equity titles. Each institution is assigned a score, which ultimately determines a relative risk ranking that Arauco uses to define the investment limits for each institution. The background information that is necessary to evaluate the different criteria is obtained from the official financial statements of the banks being evaluated and from the rating of the short- and long-term debt titles in force, as defined by the supervisory organization (Superintendency of Banks and Financial Institutions) and assigned by the risk rating agencies authorized by this organization, which in this case are Fitch Ratings Chile, Humphreys and Feller Rate. 54 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The following criteria are evaluated: Capital and reserves, current ratio, share in total financial system placements, return on capital, profit margin, debt-to-capital ratio and risk ratings of each entity. Any exceptions that become necessary, mainly in relation to the investment limits in a particular instrument or entity, must be expressly authorized by the Chief Financial Officer of Arauco. (ii) Liquidity risk Liquidity risk corresponds to the ability to meet debt obligations upon maturity. The exposure to liquidity risk affects obligations with the public, banks and financial institutions, creditors and other accounts payable, and it is related to the ability to respond to the net cash requirements that sustain operations under both normal and exceptional conditions. The Finance department constantly monitors the company’s cash projections on the basis of short- and long-term forecasts, as well as forecasts of alternative financing options available. In order to control the level of risk of the financial assets available, the company has a placement policy. The capital committed under each of the main financial liabilities subject to liquidity risk is detailed in the table below and grouped by date of maturity: September 2014 In thousands of dollars 0 - 1 month 1 - 3 months 3 months - 1 year Dates of maturity Accounts payable and capital lease Bank loans Bonds issued in UF and dollars Other Loans 3,021 45,076 12,980 0 4,558 124,698 8,302 0 21,857 168,579 403,054 3,991 Total 61,077 137,558 597,481 1 - 5 years 58,886 948,483 1,558,693 11 2,566,073 More than 5 years Total 0 319,247 2,728,766 0 88,322 1,606,083 4,711,795 4,002 3,048,013 6,410,202 December 2013 In thousands of dollars 0 - 1 month 1 - 3 months 3 months - 1 year Dates of maturity Accounts payable and capital lease Bank loans Bonds issued in UF and dollars Other Loans 2,419 99,664 124,026 0 4,689 162,346 5,784 0 19,841 451,282 23,112 334 Total 226,109 172,819 494,569 1 - 5 years 62,491 970,738 1,291,382 4,074 2,328,685 More than 5 years Total 0 438,075 2,460,759 0 89,440 2,122,105 3,905,063 4,408 2,898,834 6,121,016 (iii) Market risk- exchange rate This risk arises from the likelihood of losses from changes in the exchange rates of the currencies in which the assets and liabilities of Arauco are denominated. 55 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The affiliate Arauco is exposed to the risk of changes in the exchange rate of the dollar (functional currency) with respect to sales, purchases and obligations that are denominated in other currencies, such as the Chilean peso, euro, real or others. The Chilean peso is the currency with the greatest risk in the event of a significant exchange rate fluctuation. Sensitivity analyses are performed to determine the effect of this variable on equity and net income for the business. Sensitivity analysis considers a variation of +/- 10% of the exchange rate over the Chilean Peso. This fluctuation range is considered possible given current market conditions at the closing date. With all other variables at a constant rate, a US. Dollar exchange rate variation of +/- 10% in relation to the Chilean Peso would mean a change in the net income after tax +/- 2.1% (equivalent to ThUS.$ 9,282), and +/- 0.08% of assets (equivalent to ThUS.$ 5,569). The main financial instrument affected by exchange rate risk are the UF-denominated bonds issued in Chile and that are not hedged by the swaps described in the section on hedges. Additionally, for a sensitivity analysis, a variation of + / - 10% in the period-end exchange rate of the Brazilian real is assumed; this is considered a possible range of fluctuation given market conditions as of the reporting date. If all other variables remain constant, a change of + / - 10% in the exchange rate between the dollar and the Brazilian real would result in a change in net income for the period after taxes of + / -0.08% (equivalent to ThUS$ 354); and a change in equity of + / -0.01% (equivalent to ThUS$ 354). (iv) Market risk – interest rate risk Interest rate risk refers to the sensitivity of the value of financial assets and liabilities to changes in interest rates. The affiliate Arauco is also exposed to the risk of changes in the interest rate of obligations with the public, banks and financial institutions and variable-rate interest-bearing financial instruments. The affiliate Arauco performs a risk analysis by reviewing the exposure to changes in the interest rate. As of September 30, 2014, 16.2% of bonds and loans with banks accrue interest at a variable rate. Therefore, a change of + / - 10% in the interest rate, which is considered a possible range of fluctuation given market conditions, would have an effect of + / 0.02% on net income for the period (equivalent to ThUS$ 79) and a change in equity of + / -0.001% (equivalent to +/- ThUS$ 47). (v) Market risk – Price of wood pulp The price of wood pulp is determined by the world market and by the conditions in the regional market. Prices fluctuate as a function of demand, production capacity, business strategies adopted by large forestry companies and pulp and paper producers, and the availability of substitutes. The prices of wood pulp are reflected in the operating revenues in the statement of income and directly affect net income for the period. 56 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of September 30, 2014, operating revenues from the sale of wood pulp represented about 40% of total revenues. Forward contracts and other financial instruments are not used for wood pulp sales; instead, the price is set on a monthly basis according to the market. This risk is handled in a number of ways. The affiliate Arauco has a specialized team that performs periodic analyses of the market and the competition, providing tools to evaluate trends and adjust forecasts accordingly. Similarly, financial sensitivity analyses for the price variable enable the company to take the necessary precautions to better face different situations. Additionally, Arauco mitigates the risk of pulp prices maintaining a strategy of low-cost production, allowing us to deal with possible price fluctuations in economic cycles. For the sensitivity analysis, a variation of + / - 10% in the average price of wood pulp is assumed; this is considered a possible range of fluctuation given market conditions as of the reporting date. If all other variables remain constant, a change of + / - 10% in the average price of wood pulp would result in a change of + / - 3.8% in EBITDA (equivalent to ThUS$ 49); + / - 8.2% in net income for the period (equivalent to ThUS$ 39) and + / - 0.4% in equity (equivalent to ThUS$ 27). c) Risks associated with Compañía de Petróleos de Chile Copec S.A. (fuel sector) The operations of the Company (Copec S.A.) and its affiliates are exposed to a number of financial risks, specifically market risk, credit risk, interest rate risk, liquidity risk and investment in foreign assets risk, especially Copec S.A. and its Colombian associated Organización Terpel. This company’s risk management is based on the diversification of the business and of customers, financial evaluations of customers, and the utilization of derivative instruments to the extent that they are required. Risk management of Copec S.A. is administered by the Finance and Administration department, in accordance with the guidelines of the Chief Executive Officer and the Board of Directors of the Company, and of Organización Terpel is administered by the Vice Finance department, in accordance with the guidelines of its presidency. This department identifies, evaluates and hedges the financial risks, working jointly with the operating and sales areas of the companies. Risk management considers an individual assessment of each exposure situation identified. This assessment determines whether financial hedge instruments are taken out or not, whether there are natural hedging mechanisms in place, or whether the associated risk is simply assumed, because it is not considered to be critical for the business and the operation. An analysis of each risk is presented separately. (i) Exchange rate risk Copec S.A. The primary market risk facing the company is the exchange rate risk (Chilean peso/U.S. dollar) resulting from fuel import operations for the Chilean market and export operations, both of which are very-short-term operations. 57 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Management has established a policy of managing the risk of exchange rates between foreign and local currency, in order to minimize the net exposure in foreign currency. To do so, the company’s Finance and Administration department uses forward contracts with local financial entities. These contracts have very short terms: less than 30 days for fuel import hedges and around 30 days for export operations. The exchange rate risk of financial investments in foreign currency is not managed, as these are operating positions of one or two days. Moreover, during the fourth quarter of 2011, the Company took an international loan of US$ 340 million, which have been received in full. At September 30, 2014 the company has covered by forward contract 100% of the notional of credit. A sensitivity analysis to changes in the exchange rate of the total accounts payable in US$, including credit of US$ 340 million mentioned in the preceding paragraph, to September 30, 2014, from exchange rate of the exchange rate effective the first day of the following month. ThUS$ 556,710 556,710 556,710 556,710 556,710 556,710 556,710 Change % 5% 10% 15% -5% -10% -15% $/US$ 599.22 629.18 659.14 689.10 569.26 539.30 509.34 Th$ (Loss) Gain MM$ 333,592 350,271 366,951 383,631 316,912 300,233 283,553 (16,680) (33,359) (50,039) 16,680 33,359 50,039 Organización Terpel and affilliates The Group has no currency exposure to risk in commercial debtors and other receivables, commercial creditors and other payables and in financial obligations, considering that operations in foreign currency account for less than 1%. Each subsidiary operates with the locally accepted currency in its country, and financial indebtedness is also taken in this local currency in order not to generate foreign exchange exposure. Treasury departments in different countries cover 100% of their operations locally, without generating surplus to this date. Currently, exchange rate hedging is being taken, as exposure is minimal. (ii) Fuel Prices Risks: Copec S.A. The cost of most of the products commercialized is regulated and the inventory value is impacted by fluctuations in international prices. Because of the pricing methodology, only product price hedges and exchange rate hedges can be performed for Jet Fuel inventory, in order to mitigate monthly result volatility. Currently such hedge is not maintained. 58 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Organización Terpel and affilliates The cost of most of the products commercialized is regulated and the inventory value is impacted by fluctuations in international prices. Because of the pricing methodology, only product price hedges and exchange rate hedges can be performed for Jet Fuel inventory, in order to mitigate monthly result volatility. Currently such hedge is not maintained. At September 30, 2014 Copec S.A. and its subsidiary Proenergía Internacional have no hedges of this kind. (iii) Interest Rate Risk Copec S.A. The Company has no significant paid assets, other than those related to the cash variations as a result of the operation, which are invested in a period from 1 to 3 days. Income and expenses of the operation are independent from the changes in interest rates. Therefore it is understood that there exists no significant financial risk. Management understands that there is no significant interest rate risk for remunerated financial liabilities, as these liabilities correspond to the financing of operating cash flows, with terms mainly between 1 and 90 days, and are highly variable over the course of the year. Additionally, credit recently signed by the Company is subject to interest rate risk locally and internationally. The local credit funds operating cash flow with a term to 7 years, with a nominal rate TAB 90 days, while the international credit finances the acquisition of the Company in its subsidiaries in Colombia, being a credit to 5 years with a 30-day LIBOR. The Company policy is to individually assess the use of interest rate swaps in order to mitigate the risk associated to variable rates. Currently, credit with LIBOR rate to 30 days is fully hedged by contracts that fix the rate. This hedging started in February 2012, with 3 year length, expiring in February 2015. There is a long-term loan of UF 5,344,133 of the Parent Company, which expires in November 2030. It is a bullet at maturity and pay interest semiannually UF 114,364. At September 30, 2014 are equivalent to MUF 2,700 contracts, which fix peso interest payable to banks. These contracts have duration of three years. Maturing in May 2015. Organización Terpel and affilliates Avoiding changes in rates, cash surpluses are invested primarily in savings and / or fixed rate instruments. Currently, there are short and long-term credits in the best market condition with fixed or floating rates. Credits are taken out with advance payment option without any penalty. This allows us to restructure the debt at any time, if the market conditions change. Given the market conditions, all the credits have been renewed at a floating rate. 59 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (iv) Credit Risk Copec S.A. The company faces credit risk resulting from the composition of its portfolio of trade receivables and its portfolio of financial investments. In order to manage the credit risk of accounts receivable in Chile, the company assigns a credit line to each customer, after performing an individual analysis of their financial and market positions. The Finance and Administration department is in charge of performing this analysis for customers with lines exceeding UF 1,000 (1 UF = $ 24,168.02 as of September 30, 2014), and the administrative units of the sales department are in charge of with performing this analysis for customers with lines of less than UF 1,000. As of September 30, 2014, customers under UF 1,000 make up 6.52% of the portfolio, and customers over UF 1,000 make up 93.48% of the portfolio. The company has reports for each customer indicating the daily status of its portfolio, which is divided according to accounts that are not yet due, late and overdue. In the latter case, collections action may be taken. The Finance and Administration department issues monthly reports on the status of the portfolio, and the Chief Executive Officer holds periodic meetings with the sales and finance and administration departments to analyze the status of the overall portfolio, as well as the portfolios of individual customers, in order to take corrective action if necessary. The Company has systems to block customers that have not fulfilled their payment commitments and customers that have used up their credit lines. The Company has a portfolio of financial investments to manage excess cash; the terms of investment for this portfolio are mostly around one to three days. In order to manage this credit risk, Management has established an investment policy for fixed-income instruments and low-risk financial entities. The Finance and Administration department is in charge of with managing these investments through the Finance department, which establishes a group of financial entities in which investment is authorized and assigns a maximum credit line and portfolio composition to each entity. The credit lines per institution are granted on the basis of an analysis of equity and solvency risk for banks and equity, composition and term for mutual funds. Organización Terpel and affilliates The Group extends credit to individuals engaged in commercial or economic activities that require products released for execution, a legal entity incorporated in a corporate form accepted by local regulations or individuals who meet the requirements locally. Loans are working capital or revolving credit, designed specifically for the purchase of inventories of products marketed by the Company. 60 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 All credit granted by the Company must comply with the reporting requirements for the type of customer and the surety. The documentation submitted must ensure that the Company has all necessary information for understanding your customers, your general identification, commercial and tax also guarantees a general knowledge of the client's financial situation. To Organización Terpel and subsidiaries levels the amount of credit approval are determined by the internal rating of the customer and credit exposure coverage of this, assessing their security, and approval according to these criteria ranges from Portfolio Manager to the President, as appropriate. Customers with no external credit rating (*) Group A Group B Group C Group D Others 09.30.2014 ThUS$ 12.31.2013 ThUS$ 897,531 38,211 10,832 55,717 26,257 919,054 94,349 21,091 88,689 5,172 0 0 184,522 16,807 0 0 170,635 41 Short-term bank deposits AAA Bank Balances Mutual funds AA Overnight investment *Customer classification criteria % Debt Currently Due Group A (1) Group B Group C Group D Others or % Overdue Debt < 30% < 1% between 30% and 60% between 1% and 20% between 60% and 90% between 20% and 75% > 90% > 75% Unclassified groups of accounts (1) Group A also includes customers with no debt that is currently due, related companies and fiscal entities None of the financial assets in force has been renegotiated during the period. (v) Liquidity Risk Copec S.A. The purpose of the Company’s liquidity risk management is to provide significant cash to cover demand liabilities. As of period-end, 52.51% of sales were made to concessionaires, with an average payment term of less than 3 days, and 45.84% of sales were made to low-risk industrial customers (with A and B ratings), with an average credit term of less than 40 days. Therefore, for purposes of liquidity risk management, the Finance and Administration department uses a 61 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 period of 60 days for its daily cash flow forecasts, and it has access to immediately-available lines of credit with the main financial entities in the local market, which are solvent and have good risk ratings. At September 30, 2014, the Company has liquidity of ThU$ 256,490 in cash and cash equivalents and ThUS$ 1,125,043 in credit lines available long term unconditionally. Also at December 31, 2013, the Group had liquidity of ThUS$ 439,620 in cash and cash equivalents and ThUS$ 1,211,981 in credit lines available long term unconditionally. Organización Terpel and affilliates The Group monitors its risk through the day and forecast Treasury position, from which we obtain the bonds and cash surpluses, to determine the source and destination of resources. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and / or lease contracts, among others. The current debt profile allows keeping cash position in order to service the debt according to its due dates. To September 2014, the debt average life was 9 years. To September 30, 2014, the Group has approved and available credit lines for US$1,122,898 billion that can be used for over-drafting, treasury credits, or short and long term financing. Financing rates are agreed when acquiring the obligation according to each country market conditions. (vi) Investment in foreign assets risk At September 30, 2014 Copec S.A. maintains an investment abroad that allows it to control 58.51% of its subsidiary Organización Terpel S.A. in Colombia, a company that operates in the business of distribution of fuels and whose functional currency is the Colombian peso. This control materializes through Copec’s direct investment, giving it a 12.70% interest, and, indirectly, through its subsidiaries Copec Investment LTD and Canal Inc., which give it a 43.48% and a 2.33% interest, respectively. As a result, at September 30, 2014, Copec S.A. has an exposure in its consolidated statement of financial position equivalent to 1,482,589 million Colombian pesos. Below is a table showing the possible effects: Investment MCOP$ 1,482,589 1,482,589 1,482,589 1,482,589 1,482,589 1,482,589 1,482,589 Change % 5% 10% 15% -5% -10% -15% CLP for 1 COP$ 0.2964 0.3112 0.3260 0.3408 0.2815 0.2667 0.2519 Investment MM CLP (Loss) Gain MM$ 439,366 461,334 483,302 505,270 417,397 395,429 373,461 21,968 43,937 65,905 (21,968) (43,937) (65,905) 62 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Management finished the analysis regarding currency hedge over the net foreign investments. The analysis concluded that exists long-term correlation between the Chilean and Colombian pesos. Therefore, having a hedge instrument to mitigate the risk exposure on foreign currency as long as there is hedging through any instrument would be redundant correlation between both currencies and their interest rate structure. This analysis also indicated that when using hedges on a long-term asset, changes in the investment does not imply cash flow. As a result, on February 1, 2013, the Company discontinued the recognition of hedge accounting over the foreign investment. Which originated the cancellation of contratcts COP-CLP. Management recommended to maintain the hedge instruments over the related debt in US dollars. NOTE 5. ACCOUNTING ESTIMATES AND JUDGMENT The preparation of financial statements in accordance with IFRS requires management to make subjective estimates and assumptions affect the reported amounts. The estimates are based on historical experience and various other assumptions that are believed to be reasonable, but actual results may differ from those estimates. Management believes that the accounting policies presented below represent issues that require judgment that can lead to major changes in the reported results. Significant accounting estimates and judgments: The Group makes estimates and judgments in relation to the future. The resulting accounting estimates, by definition, will rarely be equal to the corresponding actual results. The estimates with a significant risk of giving rise to a material adjustment in the book values of assets and liabilities during the next financial period are explained below: a) Staff severance indemnities The present value of obligations for staff severance indemnities depends on a number of factors that are determined on the basis of actuarial methods using a series of assumptions, including a rate of interest and a rate of inflation. Any changes in these assumptions will affect the book value of these obligations. Additional information about the assumptions used is provided in Note N° 18. b) Environmental restoration Certain criteria and estimates are applied when recording costs and establishing provisions for environmental remediation and cleanup, which are based on current information about costs and expected remediation plans. With respect to environmental provisions, the costs may differ from the estimates as a result of changes in laws and regulations, the discovery and analysis of the conditions of the site, variations in remediation technologies, and the date on which the remediations are expected to be complete. Therefore, any modification in the factors or circumstances related to this type of provision, or in the standards and regulations, could have as a consequence a significant effect on the provisions recorded for these costs. 63 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 c) Biological assets The valuation of forest plantations is based on discounted cash flow models, which means the fair value of the biological assets is calculated using the cash flows from continuing operations; that is, on the basis of sustainable forest management plans considering the growth potential of the forests. This valuation is performed on the basis of each stand identified and for each type of forest species. These discounted cash flows require estimates about the growth, harvest, sales price and costs. Therefore, the quality of the estimates of the future price levels and sales and cost trends is important, as is the performance of periodic studies of the forests to establish the volumes of wood available for harvest and the current growth rates. The main considerations used for the calculation of the valuation of forest plantations are presented in Note N° 7. The Group has defined that molluscs mussels, principally in growing process, are recognized at cost because there doesn’t exist a fair value that can be reliably measured before the harvest. As consequences, they are initially recognized at cost and subsequently, in the final stage of the cultivation, they are recognized at fair value less estimated costs at sales point. The effect is charged or credited to income at the end of each period. d) Fair value of financial instruments The fair value of financial instruments that are not traded in an active market is determined through the use of valuation techniques. The Group applies its judgment to select a variety of methods and to apply assumptions that are primarily based on current market conditions as of each reporting date. e) Property, plant and equipment In a business acquisition, a technical adviser is used to make a fair valuation of assets acquired and to help determine its remaining life. The amounts of property, plant and equipment are reviewed when events or changes in circumstances indicate that the carrying amount of an asset may be impaired. The recoverable amount of an asset is estimated as the higher of fair value less costs to sell and value in use, an impairment charge to be recognized if the amount exceeds the recoverable amount. Use value is calculated using a model of discounted cash flow is more sensitive to the discount rate and the expected future cash flows. f) Taxes Tax assets and liabilities are reviewed periodically, and the balances are adjusted accordingly. The Group considers that it has recorded a sufficient provision for future tax effects on the basis of current facts, circumstances and tax laws. However, the tax position could change, giving rise to different results and having a significant impact on the amounts reported in the consolidated financial statements. 64 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 g) Lawsuits and contingencies Empresas Copec S.A. and its affiliates have lawsuits that have not yet been resolved, the future effects of which must be estimated by the Company’s Management, in collaboration with its legal advisors. The Company applies judgment in the interpretation of the reports of its legal advisors, who make an estimate as of each period-end and/or after each substantial modification of the lawsuits or the origins of the same. Changes in Estimates and Accounting Policies Treatment The accounting policies have been developed in accordance with the effective IFRS as of September 30, 2014 and have been consistently applied to all periods presented in these consolidated financial statements. i) Group has applied IFRS11 Joint Agreements, with regards to the definition of joint operations that imply acknowledging the assets, liabilities, income and expenses in connection to their participation, that is, proportionate consolidation. The investments held by Arauco in Uruguay qualify as such and have implied changes ranging from the method of participation up to the application of the referenced methodology. Considering that the application of IFRS 11 is retrospective in nature, these consolidated financial statements include modifications to the statements of financial position ended as of December 31, 2013 and the statements of income per function and the statement of cash flows as of for the year ended June 30, 2013 and the related explanatory notes, all previously issued and approved by the governing bodies of Empresas Copec S.A. These changes do not affect the determination of equity or the results of the Company. ii) As of September 30, 2014, and with the retrospective application to December 31, 2013, pursuant with the amendments to IAS 19, Arauco has acknowledged the actuarial gains and losses for defined benefit obligations as a component of other comprehensive income. This is a summary of the main changes made in terms of variations in regard to the consolidated financial statements originally issued: Total current assets Total non-current assets Total current liabilities Total non-current liabilities Equity 12.31.2013 ThUS$ 84,003 622,429 706,432 119,445 586,987 706,432 65 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Results Operational flow Investment flow Financing flow 09.30.2014 ThUS$ 2,790 (56,429) (143,330) 134,635 NOTE 6. INVENTORY Raw materials Merchandise Production supplies Work in progress Finished goods Other inventory Total 09.30.2014 ThUS$ 12.31.2013 ThUS$ 149,491 606,246 131,026 84,617 592,591 162,039 139,145 512,359 127,759 110,591 545,555 157,236 1,726,010 1,592,645 Changes in inventory charged to income are detailed in the following table: 09.30.2014 ThUS$ 09.30.2013 ThUS$ Cost of sales Provision for obsolescence Write-downs 15,538,522 14,154 1,359 15,954,434 17,600 1,724 Total 15,554,035 15,973,758 As of the date of these Financial Statements, there are no inventories pledged in guarantee to report. In relation to the provision of obsolescence, it is calculated by considering the conditions of sale of products and inventory age (rotation). NOTE 7. BIOLOGICAL ASSETS As of the reporting date of these financial statements, biological assets are presented as current and non-current as follows: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Current Non-current 304,884 3,576,232 263,056 3,635,246 Total 3,881,116 3,898,302 66 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of September 30, 2014 and December 31, 2013, the composition of current and non-current biological assets is detailed in the following table: Current ThUS$ Forestry Mussels Total 300,820 4,064 304,884 09.30.2014 Non-Current ThUS$ Total ThUS$ 3,576,232 0 3,877,052 4,064 3,576,232 3,881,116 Current ThUS$ 256,957 6,099 263,056 12.31.2013 Non-Current ThUS$ Total ThUS$ 3,635,246 0 3,892,203 6,099 3,635,246 3,898,302 The biological assets of the affiliate Arauco correspond to forest plantations, which mainly include Monterey pines (pinus radiata) and Loblolly pines (pinus taeda). These plantations are located in Chile, Argentina, Brazil and Uruguay, and they make up 1.6 million hectares of land, of which 998 million hectares are used for plantations, 396 thousand hectares are for native forests, 185 thousand hectares are for other uses and 68 thousand hectares main to be planted. As of September 30, 2014, the volume produced was 14.8 million cubic meters (15.2 million cubic meters as of September 30, 2013). Measurements of fair value of Arauco’s biological assets are classified as Level 3, due to the fact that inputs are not observable. However, this information reflects the assumptions that market participants would use in pricing the asset, including assumptions about risk. These unobservable inputs were developed using the best information available and includes own information of Arauco. These unobservable inputs can be adjusted if the available information indicates that other market participants would use different information or there is something specific in Arauco that is not available to other market participants. The purpose of the harvest of forest plantations is to supply raw materials to the rest of the products produced and sold by the affiliate Arauco. By directly controlling the development of the forests to be processed, Arauco is assured of the quality of the wood to be used in each of its products. The affiliate Arauco uses discounted future cash flows to value its forest plantations, and therefore the company has a forecast over time of the harvests to be carried out at the plantations in existence as of the current date. Current forestry plantations are projected based on a not decrease total volume, with a minimum growth equivalent to the current supply demand. Forest plantations are classified as current assets are those that will be harvested and sold in the short term. 67 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Flows are determined on the basis of the harvest and expected sales of forest products, which are associated with the demand of the company’s own industrial centers and sales to third parties. In addition, this valuation takes into consideration the sales margins of the different products that are harvested from the forest. Changes that arise in the value of plantations, in accordance with the criteria defined above, are accounted for in income for the period, in accordance with the provisions of IAS 41. These are presented in the Statement of Income under “Other income by function”, which as of September 30, 2014 amounted to ThUS$ 200,478 (ThUS$ 200.604 as of September 30, 2013). For purposes of the appraisal of biological assets, this produces a cost of the wood that is greater than the real cost incurred, which effect is presented under “Cost of sales” and amounts to ThUS$ 164,670 as of September 30, 2014 (ThUS$ 169,656 as of September 30, 2013). Forests are harvested in accordance with the demand requirements of Arauco’s production plants. The discount rates used are: Chile 8%, Argentina 12% and Brazil 8%. The prices of harvested wood are considered to be constant in real terms, based on the prices in markets. Likewise, costs are assumed to be constant over the life of the forests, based on estimated costs included in the forecasts determined by the affiliate Arauco. The average harvest age, in years, of the forests by country and species is the following: Chile Argentina Brazil Pine 24 15 15 Eucalyptus 12 10 7 Uruguay 10 The predominant species of pine in Chile is pinus radiata; in Argentina and Brazil it is pinus taeda. Differences in valuation of biological assets in the discount rate and the margins are recorded in the income statement in the line Other Income or Other expenditure by function depending on whether it is profit or loss. The company holds fire insurance for the forest plantation, which together with the company’s own resources and an efficient system of protection over the forest assets enable it to minimize the risks of damage to these assets. (a) Biological assets pledged in guarantee: As of September 30, 2014, there are no forestry plantations pledged as security. (b) Biological assets with restricted ownership: 68 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of the date of these financial statements, there are no biological assets with restricted ownership. (c) Government subsidies related to agricultural operations: No significant subsidies have been received. (d) Biological assets movements Reconciliation of carrying amount of biological assets Opening balance Changes in biological assets Additions through acquisition Decreases through sales, biological assets Decreases through harvest, biological assets Gain (loss) on changes in fair value less estimated costs at point of sale Discontinuation of consolidation due to constitution of joint venture recorded under the equity method Increase (decrease) in foreign currency translation, biological assets Other increases (decreases), biological assets Total changes Ending balance 09.30.2014 ThUS$ 12.31.2013 ThUS$ 3,898,302 3,879,240 89,508 (1,331) (253,643) 200,478 161,459 (10,688) (348,837) 269,671 0 0 (17,118) (35,080) (51,750) (793) (17,186) 19,062 3,881,116 3,898,302 As of the date of these financial statements no disbursements have been committed for the acquisition of biological assets. NOTE 8. CURRENT TAX ASSETS AND LIABILITIES Accounts receivable for taxes are detailed below: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Monthly provisional tax prepayments Recoverable income taxes from previous period SENCE credits Credits for fixed assets Income tax provision Credits for dividends received Other current tax assets 68,653 38,178 641 64 (27,381) 22 24,742 82,363 87,826 2,082 55 (111,286) 1,310 29,635 Total 104,919 91,985 Current tax assets 69 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 09.30.2014 ThUS$ 12.31.2013 ThUS$ First category tax provision Taxes from fuel sales Tax from Art. 21 Equity tax Other taxes 188,150 (17,501) 9 (7,617) 21,082 49,811 35,220 58 1,908 12,734 Total 184,123 99,731 Current tax liabilities NOTE 9. NON CURRENT ASSETS AND LIABILITIES HELD FOR SALE Assets and liabilities held for sale 09.30.2014 ThUS$ 12.31.2013 ThUS$ 0 2,976 3,798 842 2,216 1,940 2,167 0 4,244 3,934 2,236 0 2,873 2,201 13,939 15,488 09.30.2014 ThUS$ 12.31.2013 ThUS$ Organización Terpel Chile Ltda. 0 0 Total 0 0 Assets held for sale Organización Terpel Chile Ltda. Lands Buildings Plant and equipment Forests Fleet assets Others Total Liabilities held for sale 70 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 10. INTANGIBLE ASSETS AND GOODWILL As of September 30, 2014 and December 31, 2013 the main classes of intangibles assets, patents, trademarks, IT programs, water and fishing rights, easements, mining properties and other acquired rights, are recorded at historic cost. Patents, trademarks, water and fishing rights, mining properties, easements and other acquired rights have indefinite useful life, as it is not clear when the period during which the rights are expected to generate cash flows began and/or will end. These rights are not amortized, but they are tested periodically for impairment. a) Classes of intangible assets different from goodwill: Gross value ThUS$ Patents, trademarks and other rights IT programs Other identifiable intangible assets Fishing authorizations Water rights Mining projects Portfolio of Clients 920.878 104.366 34.185 18.152 5.498 119.982 75.263 09.30.14 Accumulated amortization Net value ThUS$ ThUS$ (249.563) 671.315 (69.492) 34.874 (10.316) 23.869 18.152 (2) 5.496 (9.371) 110.611 (10.140) 65.123 939.172 101.284 38.129 17.828 5.449 107.185 78.800 12.31.13 Accumulated amortization ThUS$ (196.191) (66.803) (11.952) (2.465) (8.746) Gross value ThUS$ Net value ThUS$ 742.981 34.481 26.177 17.828 5.449 104.720 70.054 Total intangible assets 1.278.324 (348.884) 929.440 1.287.847 (286.157) 1.001.690 Finite life Indefinite life 258.533 1.019.791 (89.179) (259.705) 169.354 760.086 246.598 1.041.249 (81.220) (204.937) 165.378 836.312 Total 1.278.324 (348.884) 929.440 1.287.847 (286.157) 1.001.690 71 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 b) The detail and movement of the main classes of intangible assets is provided below: Patents, trademarks and other rights IT programs Fishing authorizations Water rights Other intangible Mining projects assets Portfolio of Clients Total Opening balance as of January 1, 2014 742,981 34,481 17,828 5,449 26,177 104,720 70,054 1,001,690 Movements in identificable intangible assets: Disposals Additions Purchases due to business combination Retirements Amortization Increases (decreases) from revaluation and from impairment of the amount recognized in net equity Increase (decrease) from revaluation recognized in income Increase (decrease) in foreign currency translation Other increases (decreases) 0 19,381 0 (1,132) (65,760) 0 0 0 (29,055) 4,900 0 11,925 0 (361) (10,130) 0 0 0 (3,301) 2,260 0 0 0 0 0 0 0 0 0 324 0 29 0 0 (2) 0 0 0 20 0 0 1,200 0 0 (1,439) 0 0 0 (2,074) 5 0 9,208 0 0 (1,382) 0 0 0 0 (1,935) 0 0 0 0 (3,792) 0 0 0 (1,139) 0 0 41,743 0 (1,493) (82,505) 0 0 0 (35,549) 5,554 Total movements in identificable intangible assets (71,666) 393 324 47 (2,308) 5,891 (4,931) (72,250) Ending balance as of 09.30.14, identificable intangible assets 671,315 34,874 18,152 5,496 23,869 110,611 65,123 929,440 Patents, trademarks and other rights IT programs Fishing authorizations Water rights Other intangible Mining projects assets Portfolio of Clients Total Opening balance as of January 1, 2013 771,214 39,048 17,676 5,141 30,560 92,944 77,454 1,034,037 Movements in identificable intangible assets: Disposals Additions Purchases due to business combination Retirements Amortization Increases (decreases) from revaluation and from impairment of the amount recognized in net equity Increase (decrease) from revaluation recognized in income Increase (decrease) in foreign currency translation Other increases (decreases) 0 56,942 0 0 (79,975) 0 0 0 (54,122) 48,922 (335) 7,892 0 (2) (13,337) 0 124 0 (622) 1,713 0 152 0 0 0 0 0 0 0 0 0 19 0 0 0 0 0 0 0 289 (4) 1,876 0 0 (3,694) 0 0 0 (2,780) 219 0 8,828 0 0 0 0 0 0 1,013 1,935 0 0 0 0 (5,158) 0 0 0 (2,242) 0 (339) 75,709 0 (2) (102,164) 0 124 0 (58,753) 53,078 Total movements in identificable intangible assets (28,233) (4,567) 152 308 (4,383) 11,776 (7,400) (32,347) Ending balance as of 12.31.13, identificable intangible assets 742,981 34,481 17,828 5,449 26,177 104,720 70,054 1,001,690 72 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 c) The useful lives applied to intangibles as of September 30, 2014 and December 31, 2013 are detailed as follows: Finite Life Minimum Maximum Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Useful life (years) Commercial relations with dealers and customers Patents, trademarks and other rights Trademarks of Accel Panama Industrial patents IT programs Other identifiable intangible assets Fishing authorizations Water rights Capitalized mining projects Mining properties 10 3 3 3 - Indefinite Life 7 2 50 16 25 10 - X X X X The charge to income for the amortization of intangibles is recorded under “Administrative expenses” in the Statement of Comprehensive Income. d) Other intangible assets – Goodwill Purchased goodwill represents the excess of the acquisition cost over the fair value of the Group’s share in the net identifiable assets of the subsidiary/associate acquired on the acquisition date. Purchased goodwill is not amortized, but it is tested annually for impairment. The goodwill acquired is allocated to the groups of cash generating units identified in the operating segments in which it originates. The operations that generated goodwill correspond to the investments in Arauco do Brasil (formerly, Tafisa), a merger in Chile of the indirect affiliate Orizon S.A., and the successive purchases of Organización Terpel, as follows: 09.30.2014 ThUS$ Company Arauco Do Brazil and others Proenergia International S.A. Orizon S.A. Total 12.31.2013 ThUS$ 85,985 117,214 0 203,199 88,141 121,819 0 209,960 As of September 30, 2014, this purchased goodwill totals ThUS$ 215,065 (As of December 31, 2013 totals ThUS$ 209,960). 09.30.14 Gross value ThUS$ Amortization ThUS$ 12.31.13 Net value ThUS$ Gross value ThUS$ Amortization ThUS$ Net value ThUS$ Opening balance Additions Disposals Impairment Increase (decrease) in foreign currency translation 209,960 0 0 0 (6,761) 0 0 0 0 0 209,960 0 0 0 (6,761) 229,222 0 0 0 (19,262) 0 0 0 0 0 229,222 0 0 0 (19,262) Total goodwill 203,199 0 203,199 209,960 0 209,960 73 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 e) Intangibles – Brands As a result of the valuation of intangible assets identified in the purchase of Proenergía International S.A. (Colombia), have registered the brands Accel, Terpel Oiltec, Maxter, Celerity, Tergas and Gazel, which have an indefinite useful life, except Accel. Have also been recognized as intangible assets related to the business of the acquired companies Trade Relations with Dealers and Customers, to which have been assigned a finite useful life depending on the length of contracts. Amortization is calculated linearly in function of a determinate useful life. The ranges of estimated useful life of these assets are a range of 3-60 years. 74 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 11. PROPERTY, PLANT AND EQUIPMENT a) Classes of net property, plant and equipment Figures in ThUS$ as of 09.30.14 Gross value Construction in progress Land Buildings Plant and equipment IT equipment Fixed facilities and fittings Motor vehicles Improvements to leased goods Other property, plant and equipment Total property, plant and equipment Depreciation for the period Operating costs Administrative expenses Other miscellaneous operating expenses Total Depreciation Figures in ThUS$ as of 12.31.13 Net value Gross value Depreciation Net value 411,048 1,591,991 4,481,897 7,058,695 95,674 450,361 164,792 15,549 658,748 0 0 (1,638,908) (2,778,674) (59,402) (134,013) (82,335) (6,517) (296,582) 411,048 1,591,991 2,842,989 4,280,021 36,272 316,348 82,457 9,032 362,166 1,635,517 1,652,264 3,988,994 6,122,917 87,129 488,131 161,322 12,024 683,890 0 0 (1,550,047) (2,615,315) (55,261) (131,546) (78,826) (5,400) (313,669) 1,635,517 1,652,264 2,438,947 3,507,602 31,868 356,585 82,496 6,624 370,221 14,928,755 (4,996,431) 9,932,324 14,832,188 (4,750,064) 10,082,124 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ 289,726 40,941 3,783 284,296 42,119 5,265 103,117 12,708 1,719 93,021 16,740 1,492 334,450 331,680 117,544 111,253 75 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 b) The detail of and movements in different categories of fixed assets are presented below: As of September 30, 2014 Construction in progress Land Buildings Plant and equipment IT equipment Fixed facilities and fittings Motor vehicles Improvements to leased goods Other property, plant and equipment ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Property, plant and equipment ThUS$ ThUS$ ThUS$ 1,635,517 1,652,264 2,438,947 3,507,602 31,868 356,585 82,496 6,624 370,221 10,082,124 Changes: Additions Acquisitions through business combinations Disposals Transfers to (from) investment properties Transfers to (from) Assets available for sale Retirements Depreciation expenses Impairment provision Increase (decrease) from revaluation and from impairment losses Reversals of impairment recognized in income Increase (decrease) in foreign currency translation Other increases (decreases) 356,980 0 (2,695) (40,225) (4,944) (5,035) 0 (393) 0 0 (5,397) (1,522,760) 12,495 0 (500) 35 0 (33) 0 0 0 14,197 (86,472) 5 63,777 0 (475) (12,913) 162 (17,889) (100,650) (845) 0 16,931 (104,905) 560,849 89,648 (5) (8,044) 9,394 3,660 (19,274) (209,898) 0 0 14,035 (56,719) 949,622 2,978 32 (18) 2,981 54 (114) (6,053) 0 0 351 (686) 4,879 2,541 (33) (88) 1,780 814 0 (11,615) 0 0 565 (38,077) 3,876 7,379 (18) (173) 6,183 70 (1,731) (11,899) (8) 0 1,601 (6,454) 5,011 812 0 0 2,133 0 (24) (751) 0 0 688 (450) 0 24,780 43 (5,402) 25,256 184 (1,062) (22,934) 1,045 0 0 (31,135) 1,170 561,390 19 (17,395) (5,376) 0 (45,162) (363,800) (201) 0 48,368 (330,295) 2,652 Total changes (1,224,469) (60,273) 404,042 772,419 4,404 (40,237) (39) 2,408 (8,055) (149,800) 411,048 1,591,991 2,842,989 4,280,021 36,272 316,348 82,457 9,032 362,166 9,932,324 Opening balance Ending balance As of December 31, 2013 Construction in progress Land Buildings Plant and equipment IT equipment Fixed facilities and fittings Motor vehicles Improvements to leased goods Other property, plant and equipment ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Property, plant and equipment ThUS$ ThUS$ ThUS$ Opening balance 1,367,221 1,672,145 2,476,849 3,519,227 32,364 399,376 86,014 5,323 376,093 9,934,612 Changes: Additions Acquisitions through business combinations Disposals Transfers to (from) investment properties Transfers to (from) assets held for sale Retirements Depreciation expenses Impairment provision Increase (decrease) from revaluation and from impairment losses Reversals of impairment recognized in income Increase (decrease) in foreign currency translation Other increases (decreases) 718,230 0 0 (14,565) (10,005) (4,548) 0 0 0 0 (16,434) (404,382) 160,571 0 (1,259) 6,476 0 (601) 0 (4,751) 0 (49) (73,201) (107,067) 125,432 0 (1,749) (87,716) 132 (3,012) (123,574) (583) 0 (771) (86,818) 140,757 129,768 (12) (2,687) 18,460 7,124 (20,943) (277,172) (874) 0 (7,190) (124,079) 265,980 2,427 0 (14) 1,827 26 (33) (6,172) (2) 0 (1) (466) 1,912 3,182 0 (4,339) 3,056 1,793 (221) (12,672) 0 0 (579) (33,019) 8 17,813 0 (616) 5,575 106 (7,876) (12,325) (17) 0 (47) (6,088) (43) 786 0 0 273 0 0 (1,191) 0 0 0 (89) 1,522 30,673 0 2,494 21,384 824 (1,206) (28,473) (31) 0 (37) (33,052) 1,552 1,188,882 (12) (8,170) (45,230) 0 (38,440) (461,579) (6,258) 0 (8,674) (373,246) (99,761) 268,296 (19,881) (37,902) (11,625) (496) (42,791) (3,518) 1,301 (5,872) 147,512 1,635,517 1,652,264 2,438,947 3,507,602 31,868 356,585 82,496 6,624 370,221 10,082,124 Total changes Ending balance ThUS$ 76 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Property, plant and equipment pledged in guarantee: - To date there are no assets pledged as collateral in these interim consolidated financial statements. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 0 0 Amount of property, plant and equipment pledged in guarantee Commitment for disbursements for projects or to acquire property, plant and equipment 09.30.2014 ThUS$ 12.31.2013 ThUS$ 403,821 838,343 09.30.2014 ThUS$ 12.31.2013 ThUS$ 158,747 333,457 Amount of disbursements for property, plant and equipment in construction Amount of commitments to acquire property, plant and equipment NOTE 12. LEASES Information to disclose about capital leases by class of assets, Lessee: Total property, plant and equipment under capital lease, net Plant and equipment Land under finance lease, net Buildings under finance lease, net 09.30.2014 ThUS$ 12.31.2013 ThUS$ 126,962 131,303 99,801 12,160 15,001 131,303 0 0 Reconciliation of minimum capital lease payments, Lessee: Minimum lease payments, capital leases Not more than one year More than one year but less than five years More than five years Total Gross ThUS$ 09.30.2014 Interest ThUS$ Value ThUS$ 31,950 69,735 10,231 0 0 0 31,950 69,735 10,231 111,916 0 111,916 77 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Minimum lease payments, capital leases Not more than one year More than one year but less than five years More than five years Total Gross ThUS$ 12.31.2013 Interest ThUS$ Value ThUS$ 29,644 76,159 9,996 0 0 0 29,644 76,159 9,996 115,799 0 115,799 These obligations are presented in the statement of financial position under “Current and non-current interest-bearing loans,” depending on the expiration dates detailed above. Reconciliation of minimum capital lease payments, lessor: Minimum lease payments receivable, capital leases Gross ThUS$ 09.30.2014 Interest ThUS$ Value ThUS$ Not more than one year More than one year but less than five years More than five years 317 21 0 (24) (1) 0 293 20 0 Total 338 (25) 313 Minimum lease payments receivable, capital leases Not more than one year More than one year but less than five years More than five years Total Gross ThUS$ 12.31.2013 Interest ThUS$ Value ThUS$ 980 131 0 (11) (1) 0 969 130 0 1,111 (12) 1,099 These receivables are presented in the Statement of Financial Position under “Current and non-current trade and other receivables,” depending on the expiration dates detailed above. Arauco held leases under capital leases. These contracts incorporate forestry machinery and equipment, covering periods not exceeding five years and interest rate market. They also include early termination option of giving them, according to general and special conditions established in each contract. There are no contingent payments or restrictions to report for capital leases as lessee and as lessor presented in the tables above. 78 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 13. INVESTMENT PROPERTY 09.30.2014 ThUS$ 12.31.2013 ThUS$ Opening balance 59,026 62,218 Additions Acquisitions through business combinations Disposals Disposals through divestitures of businesses Transfers (to) from properties occupied by the owner Transfers (to) from non-current assets and disposal groups held for sale Held for Sale Removals Impairment losses recognized in income Reversals of impairment losses recognized in income Depreciation expense Increases (decreases) in foreign currency exchange 62 0 0 0 18 0 0 (175) 0 0 (50) (6,200) 1,001 0 (3,352) 0 4,751 0 0 (680) 0 0 (51) (4,861) Total changes in investment properties (6,345) (3,192) Ending balance 52,681 59,026 There are no significant rental income or operating expenses for investment properties. There are no contractual obligations for the acquisition, construction or development of investment properties, or for the repair, maintenance or improvement of the same. NOTE 14. DEFERRED TAXES Deferred tax assets and liabilities can be offset only if the right has been legally recognized and the assets and liabilities are in reference to the same tax authority. - The tax rate applicable to the parent company's main subsidiaries is 21% in Chile, 35% in Argentina, 34% in Brazil, 25% in Uruguay and 34% in the United States (federal rate). On September 29, 2014, Act No. 20,780 was published in the Official Gazette. This Act made several revisions to the current system of income tax and other taxes. One of the major revisions is the progressive increase in the rate of the First Category (the Corporate) Income Tax, reaching 27%, as from the year 2018, in the event that the partially integrated system is applied. If the attributed income system is chosen, the maximum rate would be 25%, as from the year 2017. According to said Act, since Empresas Copec is a stock corporation, as a rule it falls under the partially integrated system, unless a future Meeting of Shareholders agrees to choose the attributed income system. 79 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 In this regard, in accordance with the International Financial Reporting Standards (IFRS), the Company must recognize immediately in the income statement the impact of such increase in the rate of the First Category Income Tax on the Company’s net liabilities related to deferred taxes. However, in Circular No. 856 dated October 17, 2014, the Superintendency of Securities and Insurance stated that differences in net liabilities related to deferred taxes resulting from the increase in the rate of the First Category Income Tax should be booked against equity. Therefore, at the closing date of these consolidated interim financial statements, the effect on deferred taxes resulting from the increase in the rate of the First Category Income Tax did not impact the income or the calculation of the Company’s net distributable income, but rather it resulted in a direct charge of US $ 354.079 million to equity. a) Deferred tax assets and liabilities are detailed as follows: Deferred tax assets relating to: Depreciation Inventory Allowance for bad and doubtful debts Provision for vacations Prepaid income Obligations for post-employment benefits Revaluations of financial instruments Revaluations of property, plant and equipment Tax losses Differences for deferred liabilities Differences for revaluations of intangibles Differences for revaluations of biological assets Differences for revaluations of trade and other receivables Provisions Other items Total deferred tax assets Deferred tax liabilities relating to: Depreciation Provisions Obligations for post-employment benefits Revaluations of property, plant and equipment Revaluations of biological assets Revaluations of expenses in advanced Revaluations of income in advanced Intangible assets Revaluations of financial instruments Inventory Other items Revaluations of assets at fair value Total deferred tax liabilities 09.30.2014 ThUS$ 12.31.2013 ThUS$ 261 6,388 9,426 2,203 3,886 20,425 8,619 31,337 81,147 6,959 0 9 3,844 31,110 48,246 339 7,088 7,759 2,208 3,468 16,868 343 8,842 97,353 7,367 291 73 3,104 26,105 67,403 253,860 248,611 09.30.2014 ThUS$ 12.31.2013 ThUS$ 203,304 192 553 1,049,452 689,391 253,905 0 42,817 5,938 34,992 47,297 0 166,047 100 676 893,915 534,161 278,245 0 30,575 10,081 17,316 56,567 0 2,327,841 1,987,683 80 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 b) Income (expenses) from current and deferred income taxes 09.30.2014 ThUS$ Current income tax expense Current tax expense Tax benefit arising from tax assets not recognized previously used to reduce the current tax expense Adjustment to current taxes from previous period Other current tax expenses (235.068) 5.643 2.456 Total current tax expense, net (226.969) 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ (175.117) (65.578) (61.035) 16.755 3.977 5.912 1.030 (3.691) 15.303 2.241 6.259 (148.473) (68.239) (37.232) 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ Deferred income tax expense Deferred expense (income) from taxes relating to the creation and reversal of temporary differences (43.949) Deferred expense (income) from taxes relating to changes in the tax rate or new rates (455) Tax benefit arising from tax assets not recognized previously used to reduce the deferred tax expense Other deferred tax expenses Total deferred tax expenses, net Total income (expense) from income taxes c) (11.419) (7.448) (1.834) - 545 1.915 4.060 2.928 (36.508) 4.418 3.639 (447) (25.404) 1.298 (37.416) (43.509) (3.711) (24.025) (264.385) (191.982) (71.950) (61.257) Income (expenses) from foreign and Chilean income taxes 09.30.2014 ThUS$ Tax expense using the legal rate Tax effect of rates from other jurisdictions Tax effect of non-taxable operating revenues Tax effect of non-tax-deductible expenses Tax effect of the use of tax losses not recognized Tax effect of tax benefit not previously recognized in income Tax effect of a new evaluation of unrecognized deferred tax assets Tax effect of change in tax rates Tax effect of over or under provided tax in prior periods Taxation calculated at applicable rate Other increases (decreases) in charges for legal taxes Total adjustments to tax expense using the legal rate Tax expense using the effective rate 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ (217.021) (238.615) (17.231) (18.652) 152 (11.380) 13.116 100.021 887 40.284 (30.041) (25.701) (4.294) 9.798 3.485 (1.867) 15.830 (1.867) (10.041) (2.445) (5.474) 779 (36) 5.235 (299) (57.579) Jul - Sep 2013 ThUS$ (36) 1.937 330 (82.415) (4.634) 709 15.830 (638) 746 (4.067) 1.969 6.923 (9.247) (38.842) (9.491) (24.314) 8.622 (47.364) 46.633 (14.371) 21.158 (264.385) (191.982) (71.950) (61.257) 81 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 d) Reconciliation of tax expense using the legal rate to tax expense using the effective rate Tax expense using the legal rate Tax effect of rates from other jurisdictions Tax effect of non-taxable operating revenues Tax effect of non-tax-deductible expenses Tax effect of the use of tax losses not recognized Tax effect of tax benefit not previously recognized in income Tax effect of a new evaluation of unrecognized deferred tax assets Tax effect of change in tax rates Tax effect of over or under provided tax in prior periods Taxation calculated at applicable rate Other increases (decreases) in charges for legal taxes Total adjustments to tax expense using the legal rate Tax expense using the effective rate 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ (217,021) (238,615) (57,579) (82,415) (17,231) (18,652) 152 (11,380) 13,116 100,021 887 40,284 (30,041) (25,701) (4,294) (4,634) 779 9,798 3,485 709 (1,867) 15,830 (1,867) 15,830 (10,041) (2,445) (5,474) (638) (36) 0 (36) 746 5,235 (299) 1,937 (4,067) 1,969 6,923 330 8,622 (9,247) (38,842) (9,491) (24,314) (47,364) 46,633 (14,371) 21,158 (264,385) (191,982) (71,950) (61,257) Deferred tax assets from negative tax bases that have not yet been offset are recognized to the extent that it is likely that the corresponding tax benefit will be realized through future tax benefits. In this regard, there are no unrecognized deferred tax assets. 09.30.2014 Deductible Taxable Difference Difference ThUS$ ThUS$ 12.31.2013 Deductible Taxable Difference Difference ThUS$ ThUS$ Deferred tax assets Tax losses Deferred tax liabilities 177,096 76,764 0 0 0 2,327,841 156,186 92,425 0 0 0 1,987,683 Total 253,860 2,327,841 248,611 1,987,683 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ Deferred tax assets Tax losses Deferred tax liabilities Decreases in foreign currency translation (22,889) 8,974 (23,396) (105) 13,017 (33,316) (22,532) (678) (2,008) 3,782 (5,364) (121) 21,223 (23,459) (19,108) (2,681) Total (37,416) Amount recognized in income (43,509) (3,711) (24,025) 82 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 15. TRADE AND OTHER PAYABLES Trade and other payables are detailed as follows: 09.30.2014 ThUS$ 12.31.2013 ThUS$ Trade payables Anticipated revenue Other payables 1,503,917 86,725 5,921 1,717,127 53,314 18,489 Total 1,596,563 1,788,930 Current NOTE 16. BALANCES AND TRANSACTIONS WITH RELATED PARTIES Transactions with related parties are carried out under market conditions. Related companies are considered to be the entities defined according to the provisions of IAS 24, the standards of the Chilean Superintendency of Securities and Insurance, and the Corporations Law. Balances receivable from and payable to related parties as of each period-end primarily arise from transactions within the consolidated line of business, are agreed in Chilean pesos and U.S. dollars, have terms of payment that do not exceed 60 days, and in general do not have indexation or interest clauses. As of the date of these consolidated financial statements, no guarantees have been granted in relation to balances between related companies, and no provisions for doubtful accounts have been constituted. The table “Transactions” includes all transactions with related entities with which the accumulated amounts in one or more periods exceed ThUS$ 200 (which amount represents 0.0083% of operating revenues and 0.0096% of the cost of sales). 83 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 16.1 Receivables from related entities Current receivables from related companies 0-E 70.037.855-0 76.456.800-1 96.942.120-8 96.893.820-7 96.505.760-9 0-E 76.307.309-2 96.636.520-K 99.500.140-3 71.625.000-8 96.532.330-9 76.384.550-8 0-E 76.349.706-2 93.628.000-5 79.895.330-3 91.440.000-7 95.304.000-K 96.925.430-1 0-E 96.731.890-6 96.529.310-8 96.853.150-6 82.777.100-7 89.201.400-0 96.641.810-9 87.635.000-9 92.580.000-7 82.040.600-1 0-E 94.283.000-9 79.943.600-0 96.635.700-2 0-E Novo Oeste Gestao de de Activo Florestais S.A. Laguna Blanca S.A. Mina Invierno AIR BP COPEC S.A. Corpesca S.A. Colbún S.A. Unillin Arauco Pisos Ltda Naviera Los Inmigrantes S.A. Gases y Graneles Líquidos S.A. Eka Chile S.A. Fundación Educacional Arauco CMPC Celulosa S.A. Sociedad Nacional Marítima S.A. Stora Enso Arapoti Industria de Papel S.A. Hualpén Gas S.A. Molibdenos y Metales S.A. Compañía Puerto Coronel S.A. Forestal Mininco S.A. CMPC Maderas S.A. Servicios Corporativos Sercor S.A. Montagas E.S.P. Cartulinas CMPC S.A. CMPC Tissué S.A. Papeles Cordillera S.A. Puertos y Logística S.A. Envases Impresos S.A. Gas Natural Producción S.A. Sociedad Edificio Don Crescente Ltda. Entel S.A. Sociedad de Inversiones de Aviación Ltda. Unillin Flooring Ltda. Astilleros Arica Propa S.A. Empresa Eléctrica Guacolda S.A. Florestal Vale Do Corisco Country Brazil Chile Chile Chile Chile Chile Brazil Chile Chile Chile Chile Chile Chile Brazil Chile Chile Chile Chile Chile Chile Colombia Chile Chile Chile Chile Chile Chile Chile Chile Chile Brazil Chile Chile Chile Brazil Current receivables from related companies 76.040.469-1 96.641.810-9 Logística Ados Ltda. Gas Natural Producción S.A. Country Chile Chile Nature of relationship Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Director in Common Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Director in Common Indirect associate Indirect associate Indirect associate Director in Common Indirect associate Director in Common Director in Common Indirect associate Indirect associate Director in Common Director in Common Director in Common Associate Indirect associate Associate Associate Director in Common Indirect associate Indirect associate Indirect associate Indirect associate Associate Indirect associate Nature of relationship Director in Common Associate 09.30.2014 ThUS$ 12.31.2013 ThUS$ 139,304 76,519 56,553 29,471 4,221 3,980 3,921 3,900 3,181 3,075 1,431 1,403 1,138 861 586 534 336 138 100 83 41 38 33 28 10 8 4 2 1 0 0 0 0 0 0 3 41,027 56,553 45,840 12,590 1,693 3,006 5,900 5,600 3,008 0 884 618 629 0 148 284 87 157 101 96 115 38 31 79 7 0 2 12 1 135 12 1 6,052 16 330,900 184,725 09.30.2014 ThUS$ 12.31.2013 ThUS$ 5,882 385 5,734 440 6,267 6,174 84 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 16.2 Payables to related entities Current payables to related companies Country Nature of relationship 96.636.520-K 96.942.870-9 96.893.820-7 82.040.600-1 76.384.550-8 82.777.100-7 79.895.330-3 96.942.120-8 96.722.460-K 86.370.800-1 92.580.000-7 96.925.430-1 76.218.856-2 92.545.000-6 96.529.310-8 78.096.080-9 0-E 76.107.649-3 96.635.700-2 89.696.400-3 0-E 0-E 71.625.800-8 79.825.060-4 Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Colombia Brazil Chile Chile Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Associate Indirect associate Indirect associate Associate Shareholders in common Director in Common Indirect associate Director in Common Indirect associate Director in Common Partner as Society´s Director Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Gases y Graneles Líquidos S.A. Kabsa S.A. Corpesca S.A. Sociedad de Inversiones de Aviación Ltda. Sociedad Nacional Marítima S.A. Puertos y Logística S.A. Compañía Puerto de Coronel S.A. AIR BP COPEC S.A. Metrogas S.A. Sigma Servicios Informáticos S.A. Entel S.A. Servicios Corporativos Sercor S.A. Colbún Transmisión S.A. Serv. de Refinerias del Norte S.A. CMPC Tissué S.A. Portalippi, Guzman y Bezanilla Abogados Resiter Uruguay S.A. Sociedad de Inversiones Coloso S.A. Empresa Eléctrica Guacolda S.A. Empresa de Residuos Resiter Ltda. Energas S.A. S.P.E. Stora Enso Portugal AB Fundación Educacional Arauco Forestal del Sur S.A. Non-current payables to related companies 96.893.820-7 Corpesca S.A. Chile Indirect associate 09.30.2014 ThUS$ 12.31.2013 ThUS$ 15.213 8.520 2.479 2.238 2.202 969 833 683 324 227 93 55 43 27 10 3 44 25 0 37 0 0 0 0 15.094 0 381 517 1.671 2.041 845 51 392 234 80 74 0 0 32 121 0 3 3 0 26 3 661 37 34.025 22.266 09.30.2014 ThUS$ 12.31.2013 ThUS$ 5.466 5.311 5.466 5.311 85 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 16.3 Transactions with related entities As of September 30, 2014 Related Party AIR BP COPEC S.A. AIR BP COPEC S.A. AIR BP COPEC S.A. AIR BP COPEC S.A. Boat Parking Cartulinas CMPC S.A. Cartulinas CMPC S.A. Cartulinas CMPC S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Maderas S.A. CMPC Maderas S.A. CMPC Maderas S.A. CMPC Maderas S.A. CMPC Tissue S.A. CMPC Tissue S.A. CMPC Tissue S.A. Colbún S.A. Colbún S.A. Colbún S.A. Compañía Puerto de Coronel S.A. Compañía Puerto de Coronel S.A. Compañía Puerto de Coronel S.A. Corpesca S.A. Colbún transmisión S.A. Corpesca S.A. Corpesca S.A. Corpesca S.A. Eka Chile S.A. Corpesca S.A. Eka Chile S.A. Empresa de Residuos Resiter Ltda. Entel PCS Telecomunicaciones S.A. Entel S.A. Entel S.A. Forestal del Sur S.A. Forestal Mininco S.A. Forestal Mininco S.A. GasMar S.A. Hualpén Gas S.A. Metrogas S.A. Kabsa S.A. Metrogas S.A. Portaluppi, Guzmán y Bezanilla Abogados Puerto Lirquén S.A. (ex Portuaria Sur de Chile S.A.) Servicios Corporativos Sercor S.A. Servicios Corporativos Sercor S.A. Servicios Corporativos Sercor S.A. Sigma Servicios Informáticos S.A. Sociedad de Inversiones de Aviación Ltda. Sociedad de Inversiones de Aviación Ltda. Sociedad Nacional Marítima S.A. Sociedad Nacional Marítima S.A. Sociedad Nacional Marítima S.A. Sociedad Nacional Marítima S.A. Stora Enso Arapoti Industria de Papel S.A. Unillin Arauco Pisos Ltda. Taxpayer ID 96.942.120-8 96.942.120-8 96.942.120-8 96.942.120-8 96.952.090-2 96.731.890-6 96.731.890-6 96.731.890-6 96.532.330-9 96.532.330-9 96.532.330-9 96.532.330-9 96.532.330-9 95.304.000-K 95.304.000-K 95.304.000-K 95.304.000-K 96.529.310-8 96.529.310-8 96.529.310-8 96.505.760-9 96.505.760-9 96.505.760-9 79.895.330-3 79.895.330-3 79.895.330-3 96.893.820-7 76.218.856-2 96.893.820-7 96.893.820-7 96.893.820-7 99.500.140-3 96.893.820-7 99.500.140-3 89.696.400-3 96.806.980-2 92.580.000-7 92.580.000-7 79.825.060-4 91.440.000-7 91.440.000-7 96.636.520-K 76.349.706-2 96.722.460-K 96.942.870-9 96.722.460-K 78.096.080-9 96.959.030-1 96.925.430-1 96.925.430-1 96.925.430-1 86.370.800-1 82.040.600-1 82.040.600-1 76.384.550-8 76.384.550-8 76.384.550-8 76.384.550-8 0-E 0-E Country Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Brazil Brazil Nature of Relationship Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Indirect associate Indirect associate Indirect associate Indirect associate Director in common Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Parent company director Director in common Director in common Director in common Indirect associate Director in common Director in common Associate Associate Associate Indirect associate Associate Parent company director Associate Indirect associate Indirect associate Indirect associate Shareholders in common Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Good or Service Purchased Sale of fuel Rec. Expenses and other charges Other purchases Miscellaneous purchases Rental of vessel parking sites Miscellaneous purchases Sale of lubricants Sale of fuel Sale of fuel Sale of lubricants Sale of wood Other purchases Miscellaneous purchases Logs Sale of fuel Sale of lubricants Miscellaneous purchases Sale of lubricants Sale of fuel Other purchases Sale of fuel Sale of lubricants Electric power Sale of fuel Mobilization and stowage Sale of lubricants Sale of fuel Electric power Sale of lubricants Miscellaneous purchases Administrative services Sale of electricity Purchase of fish oil Sodium chlorate Industrial residues services Telephony services Communications Sale of fuel Sale of wood Sale of wood Purchase of logs and others Purchase of fuel Sale of gas Purchase of natural gas purchase of raw materials Other purchases Legal advisory Port services Administrative services Operating advisory Reimbursement of expenses Computer services Storage services Oil pipeline transportation and others Administrative services Sale of fuel Sale of lubricants Maritime transport Sale of wood Wood Amount of Purchases Net of VAT ThUS$ 355.211 980 651 4 173 198 90 7 6.000 536 237 1.016 42 416 98 434 42 142 31 47 92.135 26 2.151 2.402 7.238 11 26.828 262 946 61 3.709 19.941 0 37.168 2.981 84 56 693 12.865 116 101 236.389 4.548 2.627 10.914 821 2.023 6.848 240 305 11 731 3.784 2.012 435 2.147 287 9.636 6.595 9.925 Effect on Income ThUS$ 355.211 980 (651) 4 (173) 198 90 7 6.000 536 237 (1.016) 42 (416) 98 434 42 142 31 (47) 92.135 26 2.103 2.402 (7.238) 11 26.828 (262) 946 61 (3.709) 19.941 0 (37.168) (2.981) (84) 56 (693) 12.865 116 (101) (236.389) 4.548 (2.627) (10.914) (821) (2.023) (6.848) (240) (305) (11) (731) (3.784) (2.012) 435 2.147 287 (9.636) 6.595 9.925 86 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 As of Septiembre 30, 2013 Related Party AIR BP COPEC S.A. AIR BP COPEC S.A. AIR BP COPEC S.A. AIR BP COPEC S.A. Cartulinas CMPC S.A. Cartulinas CMPC S.A. Celulosa y Energía Punta Pereira S.A. Compañía de Seguros de Vida Cruz del Sur S.A. Compañía Puerto de Coronel S.A. Compañía Puerto de Coronel S.A. Compañía Puerto de Coronel S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Celulosa S.A. CMPC Maderas S.A. CMPC Maderas S.A. CMPC Maderas S.A. Colbún S.A. Colbún S.A. Colbún S.A. Colbún S.A. Colbún S.A. Corpesca S.A. Corpesca S.A. Corpesca S.A. Corpesca S.A. Corpesca S.A. Eka Chile S.A. Eka Chile S.A. Eurofores S.A. Empresa Eléctrica Guacolda S.A. Empresa Eléctrica Guacolda S.A. Empresa Eléctrica Guacolda S.A. Empresa Eléctrica Guacolda S.A. Empresa Eléctrica Guacolda S.A. Entel S.A. Entel S.A. Forestal Cono Sur S.A. Forestal del Sur S.A. Forestal del Sur S.A. Forestal Mininco S.A. Forestal Mininco S.A. Forestal Mininco S.A. GasMar S.A. GasMar S.A. Metrogas S.A. Ongar S.A. Portaluppi, Guzmán y Bezanilla Abogados Puerto Lirquén S.A. (ex Portuaria Sur de Chile S.A.) Puertos y Logística S.A. Servicios Corporativos Sercor S.A. Servicios Corporativos Sercor S.A. Servicios Corporativos Sercor S.A. Sigma Servicios Informáticos S.A. Sociedad de Inversiones de Aviación Ltda. Sociedad de Inversiones de Aviación Ltda. Sociedad Nacional Marítima S.A. Stora Enso Arapoti Industria de Papel S.A. Transcom Ltda. Unillin Arauco Pisos Ltda. Zona Franca Punta Pereira Taxpayer ID 96.942.120-8 96.942.120-8 96.942.120-8 96.942.120-8 96.731.890-6 96.731.890-6 0-E 96.628.780-2 79.895.330-3 79.895.330-3 79.895.330-3 96.532.330-9 96.532.330-9 96.532.330-9 96.532.330-9 95.304.000-K 95.304.000-K 95.304.000-K 96.505.760-9 96.505.760-9 96.505.760-9 96.505.760-9 96.505.760-9 96.893.820-7 96.893.820-7 96.893.820-7 96.893.820-7 96.893.820-7 99.500.140-3 99.500.140-3 0-E 96.635.700-2 96.635.700-2 96.635.700-2 96.635.700-2 96.635.700-2 92.580.000-7 92.580.000-7 0-E 79.825.060-4 79.825.060-4 91.440.000-7 91.440.000-7 91.440.000-7 96.636.520-K 96.636.520-K 96.722.460-K 0-E 78.096.080-9 96.959.030-1 82.777.100-7 96.925.430-1 96.925.430-1 96.925.430-1 86.370.800-1 82.040.600-1 82.040.600-1 76.384.550-8 0-E 79.904.920-1 0-E 0-E Country Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Brazil Chile Chile Chile Chile Chile Chile Chile Brazil Chile Chile Chile Chile Chile Chile Chile Chile Brazil Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Brazil Chile Brazil Uruguay Nature of Relationship Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Shareholders in common Indirect associate Indirect associate Indirect associate Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Director in common Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Associate Associate Associate Associate Associate Director in common Director in common Indirect associate Indirect associate Indirect associate Director in common Director in common Director in common Associate Associate Associate Indirect associate Partner as Society's Director Associate Associate Indirect associate Indirect associate Indirect associate Shareholders in common Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Indirect associate Good or Service Purchased Sale of fuel Rec. Expenses and other charges Other purchases Miscellaneous purchases Miscellaneous purchases Sale of lubricants Other sales Insurance policies Sale of fuel Sale of lubricants Mobilization and stowage Sale of fuel Sale of lubricants Sale of wood Other purchases Logs Sale of fuel Sale of lubricants Sale of fuel Sale of fuel Sale of lubricants Electric power Rec. Expenses and other charges Sale of fuel Sale of lubricants Miscellaneous purchases Administrative services Purchase of fish oil Sale of electricity Sodium chlorate Loan and interests Sale of fuel Electric power Electric power Other purchases Miscellaneous purchases Communications Sale of fuel Loan and interests Sale of wood Purchase of logs and others Sale of wood Sale of fuel Purchase of logs and others Rental and download services Purchase of fuel Purchase of natural gas Loan and interests Legal advisory Port services Port services Administrative services Operating advisory Reimbursement of expenses Computer services Storage services Sale of lubricants Administrative services Sale of wood Purchase service Sale of wood Loan and interests Amount of Purchases Net of VAT ThUS$ 418,868 227 261 2 226 100 1,287 772 1,955 29 6,265 6,014 642 167 1,644 303 108 390 114,581 35,135 37 4 1 26,517 1,034 48 219 6,362 17,980 46,951 1,758 192 3,279 878 1 4 910 73 309 9,768 318 63 683 258 1,866 238,885 1,184 3,606 1,349 5,995 240 234 267 16 1,066 1,871 1,331 485 6,636 259 8,165 30,333 Effect on Income ThUS$ 418,868 (227) (261) 2 226 100 1,287 (772) 1,955 29 (6,265) 6,014 642 167 (1,548) (303) 108 390 114,581 35,132 37 (4) 1 26,517 1,034 48 (219) 0 17,980 (46,951) 1,758 192 3,279 (878) (1) 4 (910) 73 309 9,768 (318) 63 683 (258) 1,866 (238,885) (1,184) 3,606 (1,349) (5,995) (240) (234) (267) (16) (1,066) (1,871) (1,331) 485 6,636 (259) 8,165 30,333 87 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 16.4 Board of Directors and key members of Management Remunerations of key personnel include directors, officers and senior managers and comprise a fixed monthly amount, as well as a potential discretionary annual bonus. Compensation of directors and key members of Management. 09.30.2014 ThUS$ 09.30.2013 ThUS$ Remunerations and benefits Board expenses Severance benefits 73,088 2,522 3,856 66,785 4,458 4,076 18,598 794 696 19,019 1,412 571 Total remunerations received by key members of Management 79,466 75,319 20,088 21,002 Remunerations received by key members of Management and Board Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ NOTE 17. PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES I. Lawsuits and other legal actions, affiliate Celulosa Arauco y Constitución S.A. and its affiliates: 1. Alto Paraná S.A.: 1.1 (i) On October 8, 2007, the Federal Public Income Administration (“AFIP”) initiated, acting by virtue of its own mandate, tax determination proceedings against the Argentine affiliate Alto Paraná S.A. (referred to herein as “APSA”), questioning deductions from its income tax liability for certain expenses, interest and exchange rate differences generated by Private Negotiable Obligations that were issued by APSA in the year 2001 and paid in 2007. On November 20, 2007, APSA presented its response to the notice served by the AFIP, completely rejecting the position of the Government, with the understanding that there are solid legal foundations proving the legitimacy of its actions in the determination of its tax liability, and consequently the AFIP’s claim is unfounded. On December 14, 2007, the AFIP notified APSA that the defense it presented was not sustained and proceeded to demand, acting by virtue of its own mandate, payment, within 15 business days, of the differences calculated for the income taxes for the tax periods 2002, 2003 and 2004 in the amount of $ 417,908,207 Argent ine pesos (equivalent to ThUS$ 49,574 as of September 30, 2014) and other items as compensatory interest and fines for failure to pay. On February 11, 2008, APSA appealed the resolution before the National Tax Court (“TFN”). On February 8, 2010, APSA was notified of the sentence of the TFN, confirming the resolution of AFIP including costs, although the reasons for the decision differed from the reasons invoked by the AFIP in its original claim. This sentence exhausts the administrative appeals process, but the judicial process is still available (Federal Appeals Chamber for Judicial Review and, subsequently, the National Supreme Court of Justice). 88 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 On February 15, 2010, APSA appealed the sentence before the Federal Appeals Chamber for Judicial Review and presented the necessary information in order to have the sentence revoked and to terminate the effects of the same. APSA paid litigation fees in the amount of $ 5,886,053 Argentine Pesos (ThUS$ 698 at September 30, 2014). On March 18, 2010, the same Federal Chamber issued a measure to better resolve the dispute, in which it ordered the AFIP to abstain from requiring the impediment of injunctive measures, demanding payment through administrative means, issuing debt warrant or initiating judicial collections proceedings, including the impediment of embargos and other executive injunctive measures against APSA until such Court has come to a decision about the cautionary measure filed by APSA for the same purpose. On May 13, 2010 the Federal Appeal Court decided to accept the precautionary ruling requested by APSA, ordering to suspend the enforcement of the AFIP resolution until the final decision on this matter. This precautionary ruling was granted by the Federal Appeal Court subject to the granting of a corresponding bond. On May 19, 2010, APSA filed with the Appeal Court a surety policy issued by Zurich Argentina Cía. de Seguros S.A. On May 20, 2010, the Federal Appeal Court request APSA some precisions about the items covered by the insurance surety. On May 28, 2010 APSA compliance and accompanied the Endorsement N° 1 of the policy of caution in favor of the Court of Appeals in Administrative Federal-Room I for $ 633,616,741 argentine pesos (equivalent to ThUS$ 75,162 at September 30, 2014), this amount includes the initial capital, plus adjustments and interest to the date of the caution. On June 2, 2010, the Federal Appeal Court accepted this surety filed by APSA and ordered to notify the precautionary ruling granted to the AFIP. On June 4, 2010 the AFIP was notified on this precautionary ruling at May 13, 2010, which is final since June 22, 2010. On February 1, 2013 APSA was notified of the decision dated December 28, 2012, by the Court of Appeals that rejected the appeal deducted by the Company, confirmed the officio ass essment made by the AFIP, and imposed the costs of both instances in the order established by virtue of conflicting jurisprudence exist. The Company has appealed this ruling to the Supreme Court of Justice of the Nation through various procedural remedies provided by law. On February 4, 2013 the Company filed an ordinary appeal against the judgment of the Court and on February 19, 2013 also concluded against this ruling an extraordinary remedy, both before the Supreme Court of Justice of the Nation. On May 6, 2013 APSA was notified of the resolution of the Court of Appeals that on April 23, 2013 accepted the appeal at the Supreme Court and considered the extraordinary remedy filed. On May 27, 2013 the file was taken to the Supreme Court. On June 3, 2013 APSA was notified of the resolution issued by the Supreme Court on May 29, 2013, through which the appeal was received. On June 17, 2013 APSA filed a petition based on the appeal, through which the Supreme Court ordered the transfer to AFIP. This was notified on June 28, 2013. On August 5, 2013 the file was awarded to Court No. 7 (specialized in tax matters). The fundamentals of the judgment of the Court of Appeals did not change the opinion of our external advisors as to which the Company was acting in accordance with law to deduct interest, expenses and exchange differences of the debt questioned by the Treasury so they continue arguing that there are good possibilities for the decision of the Court is revoked and the determination of the AFIP is rescinded. Therefore, no provision has been made for any of the years in which such notes were valid. 89 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 (ii) During the course of this proceeding and with respect to the payment of the court tax to the Tax Court, on July 18, 2008, the judge in charge of the case requested that the Company pay $ 10,447,705 (Argentine pesos) (equivalent to ThUS$ 1,239 as of September 30, 2014) for the court tax to the National Tax Court. On August 14, 2008, APSA filed a motion to appeal this charge, on the grounds that the amount was unreasonable. In this same motion, APSA made a payment for $ 1,634,914 (Argentine pesos) (equivalent to ThUS$ 194 as of September 30, 2014), considering that this was the amount that the Company was legally required to pay for the court tax. On April 13, 2010 , Room I of the Federal Appeals Chamber for Judicial Review denied the motion for appeal filed by APSA. On April 26, 2010, APSA filed an ordinary motion for appeal before the National Supreme Court of Justice; this appeal was granted by the Chamber on February 3, 2011. On June 23, 2011, was presented to the Court on memorial with the fundamentals of ordinary appeal. On July 14, 2011 the AFIP said the transfer of the memorial. On May 8, 2012 the Supreme Court decided to declare bad granted ordinary appeal on the grounds that the decision appealed against was not of the character of final judgment. The case was returned to the Court of National Appeals, Room I, in Federal Administrative Litigation. On June 15, 2012, APSA requested a stay of the case pending resolution of the substantive issue, request that the Court rejected on June 25, 2012. Against this decision, on July 2, 2012, APSA appealed replacement for it to be rescinded and providing for suspension of proceedings pending extraordinary sentence on the merits. On August 21, 2012, APSA made a presentation in which they are interested in maintaining the extraordinary appeal. The analysis of the fundamentals of the challenge leads, in the opinion of legal advisors APSA, an optimistic view of the case. 1.2. Within the scope of Law No.25,080, the former Department of Agriculture, Livestock, Fisheries and Food approved through Resolutions No. 952/2000 and No.83/03 the projects presented by Alto Paraná S.A. involving the construction of a MDF plant and a sawmill, including the forestation of several hectares to supply those plants. In March 2005 Note No.145/05 issued by the Department of Agriculture, Livestock and Forestation discontinued the benefit of non-payment of export duties that Alto Paraná S.A. and other companies which were benefitted by this regime had in accordance with Law No.25,080, as a preventive measure and based on the need to review the respective files. Once administrative remedies have been exhausted, that measure is being discussed at a j udicial instance by the company. On November 8, 2006 the Fifth Room of the Court of Appeal for Actions under Administrative Federal Law (Cámara Nacional de Apelaciones en lo Contencioso Administrativo y Federal) issued a resolution through which Alto Paraná S.A. should continue having the exemption from export duties, but it should guarantee them by establishing surety bond insurance. The legal step was enforced from March 2007. At the date of these financial statements, ThUS$ 25,322 on account of export duties have been guaranteed. Notwithstanding this judgment, the aforementioned merits of the case are still decision pending. The company has a provision for ThUS$ 20,762 in regard to the aforementioned export duties. The provision is shown in the item trade and other payables and other payables, current. Export duties paid by APSA while the benefit was suspended were charged to results of each year. To date APSA has sued the State requesting the refund of ThUS$ 6,555 plus interest since the date that the lawsuit was served to the defendant, as a result of the suspension of the benefit. This amount corresponds to export duties paid between March 2005 and March 2007. 90 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Also, in April 2005 the Department of Agriculture, Livestock, Fisheries and Food issued resolution 260/2005 requiring the holders of undertakings that had received certain fiscal benefits in accordance with Law No.25,080 to pledge collaterals to cover the total amount of the benefits, considering the benefits that had been used until the date of t heir constitution. APSA pledged the requested collaterals, which amount to CLP$ 136,406,620 (equivalent to ThUS$ 16,181 at September 30, 2014) at the date of issue of these financial statements. APSA considers that it has met all the obligations in accordance with the regime stated in Law No.25,080. 1.3 On November 28, 2008 Alto Paraná S.A. was notified of resolution 212 issued by the Argentinean Central Bank (ACB) on November 19, 2008. By means of that resolution the ACB instructed proceeding No.3991, wh ich claims that foreign currencies from collection of exports were not timely converted. Alto Paraná S.A. presented the corresponding defense before the BCRA within the required period of time and in the required format. Currently, the file is in the Economic Criminal Court N° 8, Secretariat 16. On October 2, 2014, judgment was rendered, declaring the trial extinguished by statute of limitations, and, therefore, acquitting Alto Paraná S.A. from guilt. 1.4 On December 6, 2013 Alto Paraná S.A. was notified of resolution 803 issued by the Central Bank of the Republic of Argentina (“BCRA”) on November 22, 2013. By means of that resolution the BCRA instructed proceeding No.5581, which challenged the absence of entry and conversion and late entry of foreign currencies from exports. On March 6, 2014 the decision of the BCRA regarding the answer to the charge and the opening of the proceeding was notified, the case testimonial evidence was submitted. On June 18, 2014, the test period closing was notified. On June 26, 2014 APSA filed allegations. In the opinion of the company's legal counsels, at the date of issue of these financial statements , it is highly probable to have a favorable result (that is, that the fine is not imposed) based on the solid grounds stated by APSA and the legal information related to similar infringements. 2. Aserraderos Arauco S.A.: 2.1 On January 30, 2014, Aserraderos Arauco S.A. was served in Santiago with a damages claim based on alleged tort liability on grounds of shared or combined negligence, lodged by Messrs. Marilyn Jane Medina Fuentes, Griselott Yazmin Villegas Medina, José Manuel Villegas Medina and Yerman Leandro Villegas Medina, surviving spouse and sons, respectively, of the late subcontracted worker Mr. Roberto Villegas Medina, employee of the subcontractor Company Recursos Humanos Sergall Ltda., who passed away on his way to the hospital of Curanilahue as a consequence of an accident that had occurred at the Station located at the Horcones complex (borough of Arauco) in the early morning on February 27, 2010, day of the earthquake that struck the central -southern area of Chile. The lawsuit was brought against Productora de Maderas Paranal Ltda. and Aserraderos Arauco S.A., and seeks the 91 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 compensation of physical or pecuniary damages (loss of profits), as well as of moral (non-punitive) damages. As a result, in the event that the lawsuit is dismissed, the same is brought against the Asociación Chilena de Seguridad (ACHS). (Case number C-506-2013 of the Court of First Instance of Arauco). Currently the trial is suspended until a motion seeking the annulment of the judgment is decided. Then the court should decide on the dilatory exceptions submitted. Pending. 3. Celulosa Arauco y Constitución S.A.: 3.1 On August 25, 2005, the Chilean Servicio de Impuestos Internos (the “Chilean IRS”) issued tax calculations No. 184 and No. 185 of 2005 objecting to certain capital reduction transactions effected by Arauco on April 16, 2001 and October 31, 2001, and furthermore, requested reimbursement from the Company for amounts returned to it in respect of certain claimed tax losses. On November 7, 2005, the Company requested a Review of the Supervision Action (Revisión de la Actuación Fiscalizadora, or “RAF”), which is an administrative review of the tax action brought by the Chilean IRS, and subsidiarily, a claim was filed against the abovementioned tax calculations No. 184 and 185 of 2005. The RAF was resolved on January 9, 2009 by the Chilean IRS, which resolution, however, only p artially sustained the Arauco’s request. In response, the Company filed an additional complaint with regard to the portion of the RAF that was not granted by the administrative review. On February 19, 2010, the Court took note of the Company’s request subsequently, the tax authority issued a report and the Company commented on such report; therefore the IRS should inform to the Court on this request. As of the date of issuance of these financial statements, the investigation in respect of this complaint is pending. Plants: - Licancel Plant: 3.2 With respect to the Licancel Plant, on June 22, 2011, Arauco was notified by warrant of civil claim for compensation for damages for alleged torts brought by 12 fishermen Mataquito River at court of first instance, Warranty and Family Licantén, 73-2011 auto role, on the occasion of the fish kill occurred in the River Mataquito on 5 June 2007. The plaintiffs seek to be compensated for alleged damages as a result of the event indicated above, for actual damages, lost profits and moral damage, and contractual liability assumed. The probationary period was finished, and only letters addressed to several authorities need to be answered. - Valdivia Plant: 3.3 With respect to the Valdivia Plant, on April 27, 2005, the Government Board of Defense filed a civil lawsuit against the Company for the repair and indemnification of environmental damages, before the First Civil Court of Valdivia (File 746-2005). The Company filed its response, arguing that it is not responsible for the environmental damages and therefore that the indemnification payments as well as the alleged reparation, are inadmissible. Currently, expert reports have been submitted, most of which were against the Company’s position. On September 5, 2011, observatio ns regarding the experts’ reports were presented. The inspection by the Court was held on the 13, 14 and 15 of March 2012. On March 13, 2013 the Court ordered the parties to hear judgment. 92 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Subsequently, on March 26, 2013, the Court summoned the parties to two settlement hearings, which were conducted without favorable results. Subsequently, Celulosa Arauco y Constitución S.A. noted the Court a proposal of settlement that had evaluated. On July 27, 2013, the first definitive ruling was issued in favor of the claim, with court expenses, condemning the Company the following measures to be taken: 1. To perform a study of the current status of the Wetland, through an interdisciplinary team comprised of various experts in the fields of biology, chemistry and physics, for which it must create an independent committee in which the parties participate, for a term that shall not exceed one year. The studies shall include the status of water and the Wetland’s flora and fauna. 2. The creation of an artificial wetland, as a sentinel controlled environment, with representative species of the Río Cruces wetland, which receive the first impact of the discharge of riles, which shall be located immediately after the tertiary treatment and before their discharge into the Río Cruces. 3. The performance of a continuous environmental monitoring program by the Company, for a period that shall not be less than 5 years, and shall be conducted pursuant with the environmental assessment conditions set forth in RCA 279/98 and its subsequent amendments by the competent authorities, without prejudice of what they order or have ordered. 4. The creation of a Wetlands Investigation Center, pursuant with what was proposed by the Company. 5. Community development programs related to the Wetland in the manner that was proposed by the Company. With regard to monetary damages, the ruling ordered the Company to pay in the compliance stage however the form and amount of the payments were not determined. The ruling was communicated to the Company on August 9, 2013. After a thorough analysis of the ruling, Celulosa Arauco y Constitución S.A. decided not to appeal. This decision was made as it would allow the creation of the conditions for commencing the implementation of the measures in favor of the Wetland, without waiting for further judicial terms. Currently, the decision is binding and conclusive, and all personal and court expenses have been paid. The State Defense Council and the company reached, in respect of the section of the judgment referred to damages, an indemnification agreement for CLP$ 2,600 million, which were paid to the Chilean State in April 2014. The referred amount would be in addition to the $2,600 million Chilean pesos that the Company has committed to and will spend to finance the implementation of the community development programs ordered by the decision, which shall be to the benefit of the community. 93 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The parties reported this agreement to the court on April 7, 2014. This agreement was approved by the court on April 8, 2014. The amount of $5,200 million Chilean pesos (ThUS$ 9,408 as of September 30, 2014) corresponding to the sum indicated in the last two preceding paragraphs, is recognized in the financial statements of Arauco at end of this period. Arauco, the State Defense Council and an interdisciplinary committee are working on the measures to preserve the Nature Sanctuary listed in points 1) to 4). Once the form to carry out the measures is finalized, the associated costs will be determined and will be disbursed gradually beginning in 2014. For example, the measure stated in 1) above was commissioned to Universidad Austral de Chile. The State Defense Council requested that the court enforce its judgment. On September 11, 2014, Arauco informed the court about the current status of enforcement of the judgment as regards the first 5 measures decided in the resolutions part of the final judgment. On September 12, 2014, the court accepted the report submitted by Arauco. Therefore, Arauco will have to report progress to the court every three months. - Nueva Aldea Plant: 3.4 In regard to Nueva Aldea Plant, on December 20, 2012, the Company was notified of damages in civil suit summary judgment, filed by a group of residents of the area La Concepción, near the Nueva Aldea Plant, who demand compensation damages for alleged environmental damage that affected their quality of life. The claim is for damages and moral damages. The alleged damages consist of fumes into the atmosphere, pollution of streams, truck traffic risks and risks of forest fires. The Company, on December 27, 2012, sought and obtained that the Court shall be processed this judgment under the normal procedure. Currently is pending the deadline to answer the complaint. 4. Forestal Arauco S.A. (formely Forestal Celco S.A.): 4.1 On April 14, 2009, Forestal Celco S.A. was notified of a civil lawsuit filed by Mario Felipe Rojas Sepúlveda on behalf of Adrián Gavilán Villarroel against Cooperativa Eléctrica de Chillán Limitada and against Forestal Celco S.A. The lawsuit aims to make both companies jointly and severally liable for compensation of alleged material damages suffered as a result of a fire that occurred on January 12, 2007 on the El Tablón county property, which belongs to Forestal Celco S.A. On April 30, 2009 Forestal Celco S.A. (now Forestal Arauco S.A.) filed dilatory exceptions, which pointed to some defects in the demand. The plaintiff rectified the defects, and the Company replied to the demand. On March 8, 2011 the Court issued the legal judgment of first instance rejecting the claim. On March 21, 2011, the plaintiff filed a motion for annulment of, based on errors in the proceedings, and an appeal against, the first instance judgment. The Court of Appeals of Chillán rejected both the motion and the appeal. Against the latter judgment, the plaintiff filed a motion for annulment based on errors in the proceedings and a motion for annulment based on wrong application of the law. The case was 94 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 forwarded to the Supreme Court. The Company appeared before the Court on October 11, 2012, under case file No. 7610-2012. The case was heard. The Supreme Court urged the parties to settle, but the parties did not reach an agreement. -On March 19, 2014 the plaintiff and the defendant Forestal Celco S.A. reached an agreement that terminated the lawsuit only involving these two parties. The lawsuit is still against Cooperativa Eléctrica de Chillán Limitada. On May 7, 2014 the Supreme Court accepted the motion for annulment based on errors in the proceedings, annulled the judgment, partially accepted the claim and ordered the defendant Cooperativa Eléctrica de Chillán Limitada to pay the plaintiff CLP$ 1,289,362,828 plus indexation and interest as stated in the judgment. The amount already paid by Forestal Celco S.A. should be deducted from this amount. Case ended. 4.2 On January 26, 2011, Forestal Celco S.A. (now Forestal Arauco S.A.) was notified of a civil claim submitted by Mr. Hans Fritz Muller Knoop against Cooperativa Eléctrica de Chillán Limitada and Forestal Cel co S.A., which seeks that both companies be condemned to pay (jointly and severally) an indemnity for the alleged material damages caused as a result of the spreading of a fire on January 12, 2007, in the estate named “El Tablon”, owned by Forestal Celco S .A. The case was filed as Case N°4.860-2010 in the Second Civil Court of Chillán. On January 10, 2012, the court issued a ruling condemning both defendants to pay the plaintiff jointly the sum of $288,479,831. Both defendants contested the ruling. On June 4, 2013, the Court of Appeals of Chillán revoked the sentence, deciding to reject the claim in all its parts. On June 21, 2013, the plaintiff submitted a Casation Appeal for annulment, based on the noncompliance with both procedural and legal provisions. The case was forwarded to its Excellence the Supreme Court. Forestal Celco appeared before the Court on July 10, 2013, under case file No. 4,5532013. The case was heard. The Supreme Court urged the parties to settle, but the parties did not reach an ag reement. On March 19, 2014 the plaintiff and the defendant Forestal Celco S.A. reached an agreement that terminated the lawsuit only involving these two parties. The lawsuit is still against Cooperativa Eléctrica de Chillán Limitada. On May 7, 2014 the Supreme Court accepted the motion for annulment based on errors in the proceedings, annulled the judgment, partially accepted the claim and ordered the defendant Cooperativa Eléctrica de Chillán Limitada to pay the plaintiff CLP$ 205,148,111 plus indexation and interest as stated in the judgment. The amount already paid by Forestal Celco S.A. should be deducted from this amount. Case ended. 4.3 On September 26, 2005, in proceedings numbered 48,679-2006 of the Civil Court of Constitución, Forestal Celco S.A. (now Forestal Arauco S.A) submitted a claim against Forestal Constitución Ltda. and Ms Vitelia Morán Sepúlveda and seven other inddivials, with the goal of obtaining a ruling that acknowledges its sole ownership over the Lierecillo estate (1,126 hectares), formed by various property registrations. In addition, the plaintiffs are also seeking that the defendants be sentenced to jointly and severally pay $20,000,000 as well as compensation for damages for having harvested a portion of the aforementioned estate. On April 23, 2006, Mr. Adolfo Numi Velasco, acting on behalf of all the aforementioned individuals, answered the claim requesting its rejection, arguing that his clients are the sole owners of the estate named “Lierencillo” which they call “El Macaco”, also submitting a counterclaim with the purpose of demanding that Forestal Celco S.A. return such estate, of 162.7 hectares, plus compensation for the resulting damages, loss of profit and moral damage. On June 29, 2009, a first instance ruling was issued in favor of Forestal Celco S.A’s claim, only with regards to the declaration of ownership, rejecting all other aspects of that claim as well as the corresponding counterclaim. - The case is being reviewed by the Court of Appeals of Talca, under court registration number 267-2012, for a ruling regarding the appeal submitted by the defendant, who is also a counterclaiming plaintiff. 95 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 On March 17, 2014 the Court of Appeals revoked the first instance sentence, accepted the claim for recovery of sold property and declared that the counterclaiming parties are the sole owners of the 61.32 hectare lot known as Macaco. On April 3, 2014 Forestal Celco S.A. objected to the judgment by filing a motion for annulment based on errors in the proceedings and a motion for annulment based on wrong application of the law. Currently, the case is pending for ruling on the application admissibility at the Supreme Court (Supreme Court Case N° 10.840-2014). On June 2, 2014, the Supreme Court ruled the decree “case being reported”. Pending. 4.4 On September 11, 2012, Forestal Celco S.A. (now Forestal Arauco S.A.) was served with a voidance claim regarding the partition award and the purchase and sale agreement dated November 28, 1994, regarding the property called “Loma Angosta”, which occupies an area of 281,89 hectares. As part of the claim, Forestal Celco S.A. was also sued for damages. The lawsuit was filed by Julián Eduardo Rivas Alarcón, on behalf of Nimia del Carmen Álvarez Delgado, against Patricia del Carmen Muñoz Zamorano and Forestal Celco S.A. The lawsuit was filed before the Civil and Criminal Court of Quirihue, under docket number C-108-2012. On October 4, 2012, Forestal Celco S.A. submitted before the court a relative incompetence defense. On October 10, 2012 the other defendant also filed a dilatory exception due to lack of jurisdiction of the court. On August 1, 2013, the Court decided to dismiss the motions to correct the proceedings on formal grounds submitted by both defendants - additionally sentencing them to pay court costs - a ruling that was appealed by Forestal Celco S.A. In parallel, on August 7, 2013, Forestal Celco S.A. filed a motion to declare the proceedings abandoned, a request that was rejected by the Court on August 8, 2013, by way of a resolution that was appealed by Forestal Celco S.A. The Court of Appeals confirmed the dismissal of the dilatory pleas and the motion to adjudge procedural abandonment. On August 13, 2013, Forestal Celco S.A. answered the claim, requesting that it be rejected. On June 17, 2014, transfer for reply was granted. On May 12, 2014, the plaintiff requested and caused the Court to rule a precautionary action forbidding acts and the entering into contracts regarding the forest or forest cover of the real estate registered in page 770 N° 993 of Quirihue Registrar of Lands, Mines, and Industrial Property corresponding to 1994. The plaintiff was granted a 20 business day deadline to notify the parties on the said action. To this date, the action has not been notified, and it would be non-applicable due to revocation. Pending in first instance. 4.5 On January 4, 2013, Forestal Celco S.A. (now Forestal Arauco S.A) was served with a civil claim by Sociedad de Transportes Juan y Joel Cea Cares y Compañía Limitada which seeks to terminate the document known as “General Framework Agreement” including damages allegedly brought by Forestal Celco S.A. A conciliation hearing was held without any resolution. On January 24, 2014, the order to produce evidence was issued. Reconsideration appeal was brought against such order. Such appeal has not been decided upon. Case number 180 – 2012 of the Court of First Instance of Constitución. 4.6 On December 21, 2013, Forestal Celco S.A. (now Forestal Arauco S.A.) was served upon an ordinary damages claim based on tort liability, brought by Mr. Eduardo Alberto Contreras Lagos on behalf of Mrs. Olga Albina Gajardo Ortéga, her spouse Mr. Jorge Leonidas Machuca Vilugrón and their sons, Johnatan David Machuca Gajardo, Walter Eduardo Machuca Gajardo and Brian Esteban Machuca Gajardo, in case docket No. C-7008-2013 before the First Civil Court of Chillán. The plaintiffs demand compensation for the physical and moral damages arising from the fall of a 20 meter tall tree, which allegedly was located on a property of the defendant, on their vehicle when they were travelling through Route 160 towards Laraquete in the Eighth Region. This event occurred on January 3, 2010. Currently, the case is in the parties summoning stage for a conciliation hearing, as the discussion period is over. 96 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 4.7 On October 26, 2012, Forestal Valdivia S.A., now Forestal Arauco S.A., was notified of a restitution suit filed by Mr. Nelson Vera Moraga, Attorney representing the estate of Mrs. Julia Figueroa Oliveiro, which occurred over 60 years ago. That application was lodged with the Civil Court of Loncoche, Docket Number C-79-2012, and the lawsuit demanded the recovery and restitution of two estates, with their products and improvements, arguing that the aforementioned estate is the sole and exclusive owner of two real estate properties whose total surface amounts to 1,210 hectares and are allegedly occupied by Forestal Valdivia S.A. without legal title. On January 14, 2013, the Company filed a response requesting the rejection of this claim. The court ordered the submittal of an expert’s report at plaintiff’s expense prior to issuing its judgment, but since that such expert’s report was never submitted within the established deadline, the court revoked such order. On March 13, 2014 the court delivered an appealable judgment rejecting the claim. On March 31, 2014 the plaintiff objected to the appealable judgment by filing a a motion for annulment based on errors in the proceedings together with an appeal at the Court of Appeals of Temuco (case number 295-2014). On May 5, 2014 the motion for annulment based on errors in the proceedings and the appeal were both declared admissible. Currently, the case is at Temuco Court of Appeal, case 295-2014. Executive order “case being reported” was ruled on May 6, 2014. 4.8 On November 17, 2003, Bosques Arauco S.A., now Forestal Arauco S.A., was notified of a property restitution claim brought by Ms. Celmira Maria Curin Tromo, who requested the restitution of certain real estate property, profits and damages in a Special Indigenous Lawsuit, claiming that she is the sole and exclusive owner of the 5.5 hectares of land, which are allegedly occupied by Bosques Arauco S.A. in blatant disregard of her property interest. On June 6, 2008, the first decision was issued, rejecting the claim. The decision was appealed and the Corte de Apelaciones de Temuco (High Court of Appeals of Temuco) overturned the decision on January 6, 2009, ruling in favor of the plaintiff with regard to every portion of the claim and ordering the restitution of the land, along with all profits and damages caused by Bosques Arauco S.A. to the land, the assessment of which was deferred to the ruling’s execution phase. On October 28, 2009, the plaintiff requested the execution of the ruling with notice to the defendant, in addition to compensation for the alleged moral harm personally experienced by her. After being notified of the request, Bosques Arauco S.A., in turn, requested that this request be nullified on the grounds that the alleged harm and suffering was not part of the judicial proceedings and that therefore was not part of the final judgment. This application has not yet been resolved by the court. On July 10, 2013 Bosques Arauco S.A. appropriated amount sued for in property damages and on July 15, 2013, the Court recorded that appropriation. 4.9 In 1999, Bosques Arauco S.A., now Forestal Arauco S.A., was notified of a property recovery claim filed by Ms. Silvia Aurora Escalona Fernández, Mr. Nazario Israel Escalona Fernández and Mr. Carlos Alfonso Escalona Fernández, who demanded the restitution of a portion of land equal to 426.93 hectares located within a larger rural property named Cerro Alto y Las Ánimas, located in the borough of Los Álamos, with a total surface of 505.27 hectares. The claimants have reserved their right to discuss damages for deterioration and products for a later stage in the trial. The claim ultimately requested the court to declare that the claimants are the exclusive and lawful owners of the land named Cerro Alto y Las Ánimas in its entire surface, and, in lieu thereof, in the area determined by the court. The claim was filed before the Civil Court of Lebu, under Case File Number C-16,073-1999. The defendant responded to the claim noting that the facts presented in said claim were untrue and that the claimant only had rights and actions over a lot of forty blocks, Bosques Arauco S.A. being the exclusive owner of the land known as Cuyinco Alto, which comprises the sectors denominated Cerro Alto and Cuyinco, with an aggregate surface of 4,800 hectares. On April 29, 2013, the Court issued its decision wholly dismissing the claim. On June 21, 2013, the claimant appealed the judgment by way of an ordinary appeal and a 97 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 cassation appeal on formal grounds. On January 8, 2014, the Court resolved to send the case back to first instance so that the ruling regarding documental objections should be completed, suspending that meanwhile executive order “case being reported” would be ruled. On January 9, 2014, the case re-entered the Court of Appeal. On April 8, 2014, the Court of Appeal ruled the executive order “case being reported”. On August 18, 2014, the Court of Appeals rejected the motion for annulment of the lower court judgment and the appeal, both of them submitted by the plaintiff. The plaintiff did not challenge the judgment of the Court of Appeals; therefore the lower court judgment that fully rejected the lawsuit became final and enforceable. Case finished. 4.10 On September 4, 2013, Forestal Celco S.A., now Forestal Arauco S.A. was notified of a civil damages claim for alleged non-compliance with contractual obligations, filed by Mr. José René Campos Castillo, Ms. Guadalupe del Carmen Gallardo Rivas, Mr. Iván Patricio Campos Gallardo, Ms. Elizabeth del Carmen Campos Gallardo, Mr. Remigio Pedreros Catril, Ms. Rosa Eudolia García Díaz, Mr. Edgardo Remigios Pedreros García, Ms. Marianela Judelina Pedreros García, Mr. Jorge Antonio Petit-Laurent Pries, Ms. Ida Haydeé Sáez Arriagada, Mr. Jaime Antonio Petit-Laurent Sáez and Mr. Víctor Mauricio Petit-Lauren Sáez against Empresa de Transportes y Servicios Forestales Trayenko Ltda. and Forestal Arauco S.A. The claim sought for the defendant companies to be held jointly and severally liable or jointly liable in equal proportions, or in the proportion established by the Court, or in lieu thereof, to hold only the latter company liable for the payment of non-monetary damages suffered by the relatives identified in the claim. Based on the claim, a mechanical failure, among other reasons, resulted in the death of Mr. Víctor Campos Gallardo, Mr. Danilo Pedreros García and Mr. Emilio Joaquín Petit-Laurent Sáez (the driver and occupants of a truck that overturned) due to a traffic accident that occurred on September 10, 2009, in the Curaquilla Intersection, borough of Arauco. The claim was filed before the Civil Court of Arauco (Case File No. C-371-2013). Forestal Arauco appeared in the trial presenting a motion to annul all proceedings, as well as a motion to amend the proceedings as per N°6 of Article 303 of the Civil Procedures Code. The Court admitted both motions and suspended the main proceedings while the motions were addressed, opening a term for evidence for the first of said motions. Forestal Arauco filed a reconsideration appeal with respect to this ruling. Concurrently, the main defendant answered the claim directly. The resolution of the motions is still pending. 4.11 On October 8, 2013, Bosques Arauco S.A., now Forestal Celco S.A. was notified of a civil claim filed by Mr. Manuel Antonio Fren Casanova, requesting the court to declare the properties known as Cuyinco and Cuyinco Alto as two different properties and, therefore, to order the cancellation of the ownership registration in the name of Bosques Arauco S.A. found on N°290 of page 266 of the Registry of Property kept by the Real Estate Registrar of Lebu, year 1998, on the grounds that, Bosques Arauco S.A. erroneously understood that its property, Cuyinco Alto of 4,600 hectares, would also encompass the land known as Cuyinco, which allegedly belongs to the claimant. The claim was filed before the Civil Court of Lebu (Case File No. C-269-2013). On November 21, 2013, the claim was answered. The plaintiff did not submit a rejoinder. The Company has submitted the respective rejoinder. On March 18, 2014 a hearing for the settlement of the dispute was held, but the parties have not come to an agreement. The court is yet to issue the resolution that starts the period when the parties must submit evidence. 98 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 4.12 On December 21, 2013, Forestal Celco S.A. now Forestal Arauco S.A. was served upon an ordinary damages claim based on tort liability, brought by Mr. Eduardo Alberto Contreras Lagos on behalf of Mrs. Olga Albina Gajardo Ortéga, her spouse Mr. Jorge Leonidas Machuca Vilugrón and their sons, Johnatan David Machuca Gajardo, Walter Eduardo Machuca Gajardo and Brian Esteban Machuca Gajardo, before the First Civil Court of Arauco (Case Docket No. C-5002013). The plaintiffs demand physical and moral damages arising from the fall of a 20 meters height tree, which allegedly was placed in a property of the defendant, over their vehicle, when they were travelling through Route 160 towards Larquete in the Eighth Region, which event took place on January 3, 2010. These are the same facts that gave rise to the lawsuit referred to in paragraph 4.6 above. The defendant has filed dilatory exceptions, which were accepted. Therefore, the plaintiff must remedy or correct the flaws found in the lawsuit. 4.13 On March 25, 2014 Forestal Celco S.A. (now Forestal Arauco S.A.) was notified of a civil claim for compensation for damages due to alleged tort liability filed by Mr. Mauricio Chacón Gómez on behalf of Ms. Edita del Carmen Cisterna Fernández, Mr. José Luis Salas Cisterna and Mr. Sergio Hernán Vásquez Muñoz (case number C 38-2014 of the Court of First Instance of Arauco). The plaintiffs are asking for compensation for alleged property damages and moral prejudice due to a fire on December 21, 2013 in the areas of El Piure, Llico, Rumena and Lavapie in the district of Arauco. The fire allegedly started in the lot known as Quinoguen owned by Forestal Arauco S.A. when the company's employees were working there. On April 14, 2014 the defendant filed dilatory exceptions. On June 27, 2014, the Court accepted the opposition dilatory exceptions. The plaintiff did not challenge the decision, for which reason it must solve the legal action faults. 5. Inversiones Arauco Internacional Ltda. 5.1 On May 5, 2011, the Chilean Internal Revenue Service (”Chilean IRS”) issued liquidations N° 7 and 8 to Inversiones Arauco Internacional Ltda., objecting the reasonableness and necessity that a compensation payment made by the Company under the framework of partnership and participation in Forestal Cono Sur S.A. of Uruguay, is regarded as a deductible expense. On May 4, 2012, the Company presented a claim to the Tax Court against liquidations No. 7 and 8. Currently, the Complaint was forwarded to the Inspector for that report. The Inspector issued a report. The Company submitted observations to the report of the Inspector. On April 30, 2014 the resolution that starts the period when the parties must submit evidence was notified. On May 7, 2014 the company filed an appeal for reconsideration against the evidence. This has not been resolved yet. 6. Arauco do Brasil S.A. 6.1 On November 8, 2012, Brazilian Tax Authorities issued an Infraction Notice against one of our Brazilian subsidiaries, Arauco do Brasil S.A., for alleged unpaid taxes purportedly due by such company for the years 2006 to 2010. In particular, the Tax Authorities (i) objected to the deductibility of certain payments made and expenses incurred (including premium amortization, interest and legal expenses) by Arauco do Brasil between 2005 and 2010 and (ii) alleged that Arauco do Brasil made certain underpayments in respect of the Brazilian Corporate Income Tax (“IRPJ”) and the Brazilian Social Contribution on Net Profits (“CSL”) during 2010. 99 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 On December 11, 2012, Arauco do Brasil filed an objection to cancel the Infraction Notice before the Judgment Office of the Brazilian Revenue Service, first administrative level. As of the date of this annual report, judgment in respect of this objection remains pending. The Company believes that its objection to the Infraction Notice is supported by solid legal arguments and that there is a reasonable likelihood that this matter will result in a favorable outcome for the Company. However, if this result does not occur, it is possible that an obligation will arise for the amount specified, plus any accrued interest and penalties as of the payment date. 7. Celulosa y Energía Punta Pereira S.A. (joint operation) In May 2014, Celulosa y Energía Punta Pereira (CEEP), a company of the Montes del Plata Group, joint arrangement of Celulosa Arauco S.A. and Stora Enso, was notified on the start of a series of arbitration procedures against it, all of them filed before the International Chamber of Commerce (ICC) by Andritz Pulp Technologies Punta Pereira S.A., a subsidiary of Andritz AG, for an approximate total of 200 million euros. These arbitration procedures are related to the contracts for the delivery, construction, installation, commissioning, and completion by Andritz of the main components in the Planta de Celulosa de Montes del Plata Project, located at Punta Pereira, Uruguay. Celulosa y Energía Punta Pereira S.A. has solid arguments to reject the said actions and, on the other hand, it has filed a counter-action against Andritz on non-compliance of its contractual obligations for an approximate amount of 110 million dollars (87 million euros). These arbitration proceedings are at the stage where the parties must agree to the terms of reference which will govern the arbitration. To the date of issuance of these financial statements, in the opinion of Montes del Plata legal counsels, the probability of Celulosa y Energía Punta Pereira S.A. having to made disbursements is low. Therefore, Celulosa y Energía Punta Pereira S.A. and Celulosa Arauco S.A. have made no provisions regarding these procedures. II. Lawsuits and other legal actions, affiliate Compañía de Petróleos de Chile Copec S.A. and its affiliates: At the close of the financial statements are the following trials for Compañía de Petróleos de Chile Copec S.A. and its affiliates: 1. Charges made by the Customs of Valparaiso 1.1 Thecase (TLCCH USA) consists of seven positions (No. 920757-920763, both inclusive). The reasons thereof can be summarized as follows: a) That when the Certificate of Origin - issued and signed by the importer – indicates that the product is "unknown", it should be on the basis of two pieces of information that should have been provided jointly: (i) a certificate of origin signed by the producer "with the information to be contained in an official document" and also (ii) the importer's knowledge that the good qualifies as an originating good of the other party (USA in this case); 100 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 b) That person signing the certificate of origin by the importer would have no legal authority to do so, and c) That the foreign vendor invoice is extended in a third State. The total sum estimated that Customs failed to receive, for taxes (VAT and duties) is US$ 6,889,716.57. These charges were duly claimed before the Regional Customs Directorate Valparaíso, dated 15.12.2009, and continued its passage to the issuance of the respective judgments of first instance. These statements confirmed the charges, without assuming all claims and defenses asserted. Such rulings were appealed timely to the National Director of Customs, pending its resolution thereon. It is important to note that the first instance judgment overlooked the fact that, previously, the National Director of Customs had issued judgments that confirmed the resolutions issued by the Customs of San Antonio, which granted the claims filed, and revoked the respective charges. These charges and claims were essentially identical to those made by the Customs of Valparaiso and there was no reason to not continue with the jurisprudence already established by the National Director. In the opinion of the lawyers of the affiliated Compañía de Petróleos de Chile Copec S.A., it would be reasonable to expect that judgments of second instance take in the appeals deducted. 2. Compensation for damages: 2.1 Sociedad Molinera del Sur S.A. and Sociedad Induservcom Ltda., both of the city of Puerto Montt, sued Compañía de Petróleos de Chile Copec S.A., in May 2009, citing potential environmental damage to both property located in the coastal city of Puerto Montt and that come from leaks of fuel from the former plant Copec held in that city. The amount is not defined, concluded the discussion and test periods, leaving only a report by experts to be the first instance sentencing. The legal advisors estimate that Copec can defend with a good chance to exclude its liability. 2.2 Lawsuit for damages filed with the 3rd Court of Santiago Local Police for alleged violation of consumer rights, presented by Mrs. Miriam Ross Pinto, who suffered an assault at the service station located in San Pablo, Cueto corner, where was stolen from his vehicle and was run over by criminals. Demand the sum of Th$ 800,000, for direct economic damages and pain and suffering. We carried out the defense, settlement and trial. There are insurances involved. 2.3 Lawsuit for damages: a group of mussel farmers sued the Company in Puerto Montt seeking compensation for damages that, according to them, were caused by the fuel spill that would have occurred at the fuel plant Pureo in Calbuco. The total amount of the claim amounts to Th$ 830,200. Subsequently, a second lawsuit was filed by Th$ 1,501,701, for consequential damages, lost profits and moral damage, called "Martinez with Copec". This latter was accumulated to the former. Currently the case is on appeal partially hosted dilatory exceptions. There are insurances involved. 101 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The contingency is probable but the amounts involved are much lower than the amounts claimed. 2.4 Víctor de la Cruz Pérez León, a former contractor, filed a lawsuit with the 3rd Civil Court of Antofagasta, alleging breach of contract, and seeking payment of damages which, including consequential damages, lost profits and moral damage, total ThCLP$ 400,000. The Company filed a motion stating that the court lacked jurisdiction to try the case, which was accepted by the trial court, and then overturned by the Court of Appeals of Antofagasta. The possibility of contingency is remote. 3. Labor Proceedings 3.1 Labor lawsuits have been filed against the Company for its alleged joint and several and/or secondary liability under the terms of the law on subcontracting (Art.183 and following of the Labor Code). The amount of the lawsuit is hard to quantify, but it would be about ThCLP$ 10,000. The Company has presented its defense, arguing that it has requested Certificates in good time from the Labor Inspection department with regard to fulfillment of labor and social security laws by its contractors, which are normally up to date in that regard. In light of previous rulings by the courts on this matter, the probability of a contingency is remote. Furthermore, a worker from the affiliate, ArcoPrime Ltda., sued Copec and ArcoPrime jointly in the Second Labor Court of Santiago for ThCLP$ 100,000 for moral prejudice as a result of an occupational accident that occurred on April 16, 2011.There is insurance in place. The contingency is reasonably possible, but for amounts lower than those sued for. 4. Pureo Plant: Administrative investigations: On September 6, 2011, there was a spill of diesel fuel in the Fuel Storage Plant located in Pureo, Calbuco, which gave rise to several administrative processes: The Regional Secretariat for the Environment of the Los Lagos Region, in coordination with the public services, decided to undertake an environmental assessment to establish the potential risks associated with the spill. As part of the assessment, a sampling program of all of the various environmental components (surface water, ground water, sediments, soil and mollusks) was carried out in March of this year, under a protocol defined by the authorities. The results were compared with international standards of reference, or values stipulated especially for this case. The Canadian and European Union standards were used as a reference. The results of the samples of soil, ground water, sediments and surface water, analyzed and compared to the 102 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 reference values, show that all of the concentrations are below the detection limit and below the reference value. Therefore, one can assert that there is NO evidence of any hydrocarbon compounds above the reference values. That, as far as the mollusk samples are concerned, none of the samples exceeds the value stipulated in the European Union regulations, which set the maximum concentration of this compound at 6[ug/kg], with the maximum concentration detected in the zone being 2.1ug/kg. On the other hand, the lab results show the presence of organics in the Diesel range (DRO) in the tissues of the mollusks (baby mussels), analyzed both in the Pureo basin area and an area far away from it. The report specifies that these organic compounds are not oil by-products, according to the chromatograms, so the result is a false positive due to the interference of the mollusks’ own lipids, which generate a chromatographic response. In order to understand the behavior of a spill of 3000 liters of diesel fuel directly into the water, a tidal prism analysis was performed. It showed that, after one week, the water of the Basin had been completely renewed due to the tidal cycle, showing that the diesel content had been reduced by 98%. The estimated value of 0.02mg/L of diesel fuel is lower than the standard of reference (British Columbia), whose benchmark value is 5mg/L. In short, according to the results obtained in the risk assessment, the estimated risk of effects being caused to human health does not exceed levels considered to be acceptable. This spill gave rise to investigations by various public services; these are specified in detail below, with an indic ation of each one’s current status: 4.1 Superintendency of Electricity and Fuels ”SEC“. By Resolution of November 2, 2011, the Company was fined 600 UTA. An appeal for reconsideration of judgment was filed against this fine with the SEC, which partially endorsed it by reducing the fine to 500 UTA. An appeal has been filed with the Santiago Court of Appeal, which is pending. 4.2 Agriculture and Livestock Bureau ”SAG“. By Resolution of January 5, 2012, the Company was fined 75 UTM, equivalent at such time to ThCLP$ 2,977. An appeal for review was filed with the National Director of the SAG, but it has still not been resolved. 4.3 National Health Service. There is an administrative investigation, which resolved to prohibit the extraction of hydrologi cal resources from the Pureo Basin, and the information was remitted to the Environmental Assessment Committee. The appeal for reconsideration of judgment filed by COPEC is pending. Meanwhile, the prohibition to which the Pureo Basin was subject was declared null and void. 103 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 4.4 Environmental Assessment Committee (COEVA). By means of Exempt Resolutions 469, 470 and 471, the COEVA fined COPEC 500 UTM for the penalties imposed by the Superintendency of Sanitary Services, 500 UTM for DIRECTEMAR of Puerto Montt and 125 UTM for the General Water Board. Appeals for reconsideration of administrative judgment were filed, but were not accepted by the COEVA on April 3, 2013. Copec filed three legal claims in summary proceedings against the above resolutions of the COEVA. 5. SEC fines There are several fines imposed by the Superintendency of Electricity and Fuels for approximately ThCLP$ 8, 461. The contingency is probable. 6. Guarantees The Guarantees Received from third parties in favor of the Company corresponded to mortgages, pledges and withholdings originated by concession and consignment agreements, fuel supply contracts, lines of credit and construction contracts. At year end, the main existing guarantees are: OPERATION THAT GENDER AMOUNT ThUS$ MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT CONCESSION CONTRACT 343 332 322 316 272 270 268 259 212 206 179 175 167 166 157 143 140 130 128 128 125 125 122 118 MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT CONSIGMENT CONTRACT CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION CONSIGMENT CONTRACT-CONCESSION 1,033 1,013 633 633 540 503 473 436 425 422 422 401 400 400 376 365 362 352 345 343 MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE MORTGAGE FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT 601 544 541 420 133 97 83 DISTRIBUIDORA DE COMBUSTIBLES LTDA. LEPE Y ALAMO LTDA. SOTALCO II LTDA. TRANSPORTES MARITIMOS KOCHIFAS S.A. TRANSPORTES CAMINO SAN LUIS ÑANDU TUR S.A. ASOC. GREM BUSES INTERCOMUNAL CUSTOMER CUSTOMER CUSTOMER CUSTOMER CUSTOMER CUSTOMER CUSTOMER PLEDGE PLEDGE FUEL SUPPLY CONTRACT FUEL SUPPLY CONTRACT 106 106 JULIA SALAZAR CRANE SANDRA FUENTES SALAZAR CUSTOMER CUSTOMER GUARANTEE GRANTOR NAME ANDRES CARLOS APEY VALENZUELA E/S E.I.R.L COMERCIAL BASCUR MORENO LTDA. KLEINSTEUBER ORMEÑO Y CÍA LTDA. COMERCIAL VARELA Y CIA. LIMITADA COMERCIAL CAUTIN LIMITADA DANIEL VILLAR Y CIA. LTDA. MUÑOZ Y DIMTER LTDA. HENRIQUEZ MAGGIOLO ANGELA MARIA A. COMBUSTIBLES LOS HORCONES LTDA. COMERCIAL NAVEA Y SALINAS LTDA. COMERICIAL BELDUE LTDA. HARAMBOUR Y CIA. LTDA. ALFONSO NEUMANN E HIJOS LTDA. RIQUELME HERRERA MARIA DELFINA DE LA PAZ MERINO LIMITADA EDO. ESPINOZA ORELLANA DIST. DE COMB. E.R.I.L. SUSANA STEINBRECHER FLORES COMERCIAL ANACONDA LIMITADA COMERCIAL DORAL LTDA. JORGE VILLAGRA CARDENAS PEDRO MANQUILEF CARMEN LIA VILLALOBOS DAVCOM E.I.R.L. COMERCIAL MILIALT LTDA. SOCIEDAD COMERCIAL LEPE Y ALAMO LTDA. E/S VEGA ARTUS LTDA. PATRICIO GHIARDO JEREZ COMERCIAL SANTA MARTA LTDA. DINO PEIRANO Y CIA LTDA. DISTRIBUIDORA DE COMBUSTIBLES COKE LTDA. COMERCIAL DE PABLO Y MARIN LTDA. RAMIS Y RAMIS LTDA. COMBUSTIBLES LEPE Y ALAMO LIMITADA COMERCIALIZADORA LONCOMILLA LTDA. AUTOMOTRIZ Y COM. LONCOMILLA LTDA. MARTINEZ RASSE Y CIA LTDA. COMERCIAL Y DIST. LOS LIRIOS LTDA. INVERSIONES Y COMERCIAL LIRAY LTDA. JAIME SOTOMAYOR SAMITH Y CIA LTDA. ROSENBERG Y SEPULVEDA LTDA. ADMINISTRADORA DE E/S AUTONOMA LTDA. DELAC S.A COMERCIAL F Y H LTDA. COMERCIAL Y DIST. DEL NORTE LTDA. RELATIONSHIP CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONCESSIONAIRE CONSIGNEE CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONSIGNEE CONSIGNEE CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG CONSIGNEE CONC - CONSIG CONC - CONSIG CONC - CONSIG CONC - CONSIG 104 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Guarantees Granted: Celulosa Arauco y Constitución S.A. At the date of these financial statements and as shown below, the subsidiary Arauco maintains approximately MMUS$ 80 as financial assets passed to third parties (beneficiaries), as a direct guarantee. If the obligation is not satisfied by Arauco, the beneficiary may enforce this warranty. As indirect guarantee as of March 31, 2014 there are assets pledged amounting to ThUS$ 1,073. Unlike direct guarantees, indirect guarantees are provided to secure the obligation assumed by a third party. On September 29, 2011, Arauco signed Security Agreement under which it granted a bond of solidarity and not limited to guarantee 50% of the obligations Uruguayan companies (joint ventures) called Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A., under the IDB took Facility Agreement in the amount of US$ 454,000,000 and the Guaranteed Finnvera Facility Agreement in the amount of MUS$ 900,000. Below is a breakdown of the main direct and indirect guarantees given by Arauco: DIRECT Affiliate that informs Asset committed Type of Guarantee Currency Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco Forest Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco do Brasil S.A. Arauco Florestal Arapoti S.A. Arauco Florestal Arapoti S.A. Arauco Florestal Arapoti S.A. Arauco Bioenergía Arauco Bioenergía Equipment Equipment Equipment Equipment Equipment Equipment Endorsement of ADB + Guaantee Letter AISA Mortgage of ADB's Jaguariaiva Industrial Plant Endorsement of ADB Equipment Equipment Equipment Equipment Equipment Equipment Equipment Equipment Equipment Equipment Equipment Equipment Guarantee ticket Guarantee ticket Celulosa Arauco y Constitución S.A. Guarantee ticket - Chilean pesos Celulosa Arauco y Constitución S.A. Celulosa Arauco y Constitución S.A. Warranty policy Warranty policy - Chilean pesos Chilean pesos Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment - Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Dollars Chilean pesos Chilean pesos Total ThUS$ Creditor of the guarantee Banco Itaú BBA S.A. Banco Itaú BBA S.A. Banco Itaú BBA S.A. Banco Bradesco S.A. Banco Bradesco S.A. Banco John Deere S.A. Banco Votorantim S.A. BNDES Banco Votorantim S.A. Banco Votorantim S.A. Banco Bradesco S.A. Banco HSBC Bank Brasil S.A. Banco Itaú BBA S.A. Banco Itaú BBA S.A. Banco Itaú BBA S.A. Banco do Brasil S.A. Banco Votorantim S.A. Banco ABC Brasil S.A. Banco Itaú BBA S.A. Banco Safra S.A. Banco Votorantim S.A. Minera Escondida Ltda. Minera Spence S.A. Dirección Gral. Del Territorio Marítimo y 124 de marina mercante 211 Banco Estado de Chile 317 Banco Estado de Chile 77,152 357 139 392 181 131 983 3,674 62,551 1,224 217 523 180 232 126 1,359 604 268 521 272 525 1,224 660 157 INDIRECT Affiliate that informs Asset committed Type of Guarantee Celulosa Arauco y Constitución S.A. Celulosa Arauco y Constitución S.A. Accumulated non solidarity suretyship Full guarantee Celulosa Arauco y Constitución S.A. Full guarantee Total Currency - Dollars Dollars - Dollars ThUS$ Creditor of the guarantee 624,368 Acuerdos conjuntos - Uruguay 150,000 Flakeboard (Canadá) Alto Paraná (bonds lenders placed in 270,000 USA) 1,044,368 Compañía de Petróleos de Chile COPEC S.A. The Company has furnished performance bonds to guarantee delivery of fuels to clients and to guarantee works on public thoroughfares and other similar ones for a total of ThUS$ 45,574. 105 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Pesquera Iquique – Guanaye S.A. The affiliate Orizon S.A. pledge 124,150 shares that belong to the associated Boat Parking S.A. in favor of that company, in order to ensure compliance with all obligations Orizon S.A. have current or future contract with Boat Parking S.A. Minera Camino Nevado Limitada On October, 2012, the affiliate Minera Camino Nevado Limitada, completed the process of creation of security Financing contract concluded by the associated Mina Invierno S.A. (former Sociedad Minera Isla Riesco S.A.) with Banco Itaú Chile as Agent Bank and Banco BICE and BCI as creditors and shareholders. In so doing, delivered in pledge the following assets: 1. - Credits subordinate Mina Invierno S.A. and Forestal y Ganadera Estancia Invierno S.A. in favour of Minera Camino Nevado Limitada (active amount committed, ThUS$ 45,065). 2. - Shares of Mina Invierno S.A. and Forestal y Ganadera Estancia Invierno S.A. owned by Minera Camino Nevado Limitada (active amount committed, ThUS$ 73). 3. - Shares of Inversiones Laguna Blanca S.A. owned by Minera Camino Nevado Limitada (active amount committed, ThUS$ 47,306). 4. - Social rights of service limited company (Equipos Mineros Rio Grande Limitada, Portuaria Otway Limitada, Eléctrica Río Pérez Limitada, Rentas y Construcciones Fitz Roy Limitada and Transportes Río Verde Limitada) in relation to the percentage that has Minera Camino Nevado in each (active amount committed, US$ 100 in each). A closing date, there are no other contingencies which could significantly affect its financial condition, financial or operational. Information to disclose about provisions Provisions are recognized when there is a current legal or constructive obligation as a consequence of past events, it is likely that a payment will be necessary to settle the obligation, and the amount of such payment can be reliably estimated. Current Classes of provisions Provision for guarantees Provision for legal claims Provision for onerous contracts Dismantling, costs of restoration and rehabilitation Share in profits and bonds Other provisions Total 09.30.2014 ThUS$ 12.31.2013 ThUS$ 09.30.2014 ThUS$ Non-current 12.31.2013 ThUS$ 0 7.151 0 0 1.249 2.145 0 10.340 0 0 1.125 1.850 0 16.000 0 9.285 0 46.868 0 8.710 0 9.975 0 16.522 10.545 13.315 72.153 35.207 106 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Movements in provisions ThUS$ Provision for guarantees Provision for legal claims Provision for onerous contracts Dismantling, costs of restoration and rehabilitation Share in profits and bonds Other provisions Total Opening balance as of January 1, 2014 0 19,050 0 9,975 1,125 18,372 48,522 Movements in provisions: Increase (decrease) in existing provisions Current provision for onerous contracts Acquisitions through business combinations Disposals through divestitures of businesses Provision used Reversal of unused provision Increase for adjustment of the time value of money Increase (decrease) from changes in discount rate Exchange rate differences Increase (decrease) in foreign currency exchange Additional provisions Other increases (decreases) 0 0 0 0 0 0 0 0 0 0 0 0 13 0 0 0 (2,237) 0 0 0 0 (2,158) 8,949 (466) 0 0 0 0 0 0 0 0 0 0 0 0 557 0 0 0 0 0 0 0 0 (1,209) 0 (38) 264 0 0 0 0 0 0 0 0 0 0 (140) (1,209) 0 0 0 0 0 0 0 0 (1,478) 11,066 22,262 (375) 0 0 0 (2,237) 0 0 0 0 (4,845) 20,015 21,618 Total changes in provisions 0 4,101 0 (690) 124 30,641 34,176 Total provision, ending balance as of September 30, 2014 0 23,151 0 9,285 1,249 49,013 82,698 Movements in provisions ThUS$ Provision for guarantees Provision for legal claims Provision for onerous contracts Dismantling, costs of restoration and rehabilitation Share in profits and bonds Other provisions Total Opening balance as of January 1, 2013 0 14,478 0 11,707 1,558 13,189 40,932 Movements in provisions: Increase (decrease) in existing provisions Current provision for onerous contracts Acquisitions through business combinations Disposals through divestitures of businesses Provision used Reversal of unused provision Increase for adjustment of the time value of money Increase (decrease) from changes in discount rate Exchange rate differences Increase (decrease) in foreign currency exchange Additional provisions Other increases (decreases) 0 0 0 0 0 0 0 0 0 0 0 0 66 12,903 0 0 (5,183) 0 0 0 0 (3,062) 0 (152) 0 0 0 0 0 0 0 0 0 0 0 0 (1,272) 0 0 0 492 0 0 0 0 (925) 0 (27) (301) 0 0 0 0 0 0 0 0 0 0 (132) (597) 8,575 0 0 0 0 0 0 0 (1,888) 0 (907) (2,104) 21,478 0 0 (4,691) 0 0 0 0 (5,875) 0 (1,218) Total changes in provisions 0 4,572 0 (1,732) (433) 5,183 7,590 Total provision, ending balance as of December 31, 2013 0 19,050 0 9,975 1,125 18,372 48,522 The provision for legal claims primarily corresponds to labor- and tax-related lawsuits, and the term of payment is undetermined. With respect to the entry for provisions for dismantling, restoration and rehabilitation costs, the Group recognizes a provision for the present value of the costs that will be incurred in the restoration of the locations of certain plants and service stations on property belonging to third parties. The term of payment is undetermined. 107 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 18. OBLIGATIONS FOR EMPLOYEES BENEFITS Termination Benefits Current amount of liability recognized for termination benefits Non-current amount of liability recognized for termination benefits Total amount of liability recognized for termination benefits The amounts recognized in the statement of financial position have been determined as follows: Present value of financial obligations Unrecognized actuarial losses Unrecognized cost of past services Total obligations for post-employment benefits Movements in the obligation for defined benefits have been the following: Opening balance Cost of current services Interest cost Contributions from plan participants Actuarial gains (losses) Benefits paid Reductions Settlements Increase (decrease) for changes in foreign currency Closing balance The amounts recognized in the statement of income have been the following: Cost of current service Interest cost Cost of past services Losses from plan reductions Total (included in personnel expenses) 09.30.2014 ThUS$ 12.31.2013 ThUS$ 5,531 76,052 6,098 82,295 81,583 88,393 09.30.2014 ThUS$ 12.31.2013 ThUS$ 81,583 0 0 88,393 0 0 81,583 88,393 09.30.2014 ThUS$ 12.31.2013 ThUS$ 88,393 4,051 3,170 0 3,760 (7,136) 0 0 (10,655) 92,480 7,053 3,013 0 4,914 (10,006) (886) 0 (8,175) 81,583 88,393 09.30.2014 ThUS$ 12.31.2013 ThUS$ 4,051 3,170 0 0 7,053 3,013 0 0 7,221 10,066 These amounts correspond to obligations for personnel service termination indemnities for certain workers, based on the provisions of collective and individual employment contracts. The liability recognized in the statement of financial position is the present value of the obligation for defined benefits as of the reporting date. This amount is calculated annually by independent actuaries, and it is determined by discounting estimated future outflows of cash at interest rates of instruments denominated in the currency in which the benefits will be paid and with terms similar to the corresponding obligations. Personnel turnover rates are determined by the actuaries on the basis of the actual situation in each business. Losses and gains arising from experience and from changes in actuarial hypotheses are charged or credited to income in the period in which they occur. Costs for past services are recognized immediately in income. 108 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 19. INVESTMENTS IN AFFILIATES AND ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD a) The complete list of companies included in consolidation in presented below: Ownership Interest % Taxpayer ID Company Name 09.30.2014 Direct Indirect 12.31.2013 Total Total 91.806.000-6 ABASTIBLE S.A. 99.0481 0.0000 99.0481 99.0481 79.927.130-3 ADM. CENTRAL DE ESTACIONES DE SERVICIOS LTDA. 0.0000 100.0000 100.0000 100.0000 79.689.550-0 ADM. DE ESTACIONES DE SERVICIOS SERCO LTDA. 0.0000 100.0000 100.0000 100.0000 77.614.700-1 ADM. DE SERVICIOS DE RETAIL LTDA. 0.0000 59.9400 59.9400 59.9400 79.927.140-0 ADM. DE SERVICIOS GENERALES LTDA. 0.0000 100.0000 100.0000 100.0000 77.215.640-5 ADM. DE VENTAS AL DETALLE ARCO PRIME LTDA. 0.0000 60.0000 60.0000 60.0000 96.942.120-8 AIR BP COPEC S.A. 0.0000 50.0000 50.0000 50.0000 96.547.510-9 ARAUCO BIOENERGIA S.A. 0.0000 99.9779 99.9779 99.9779 96.765.270-9 ARAUCO DISTRIBUCION S.A. 0.0000 99.9779 99.9779 99.9779 76.000.605-K ARCO ALIMENTOS LTDA. 0.0000 59.9999 59.9999 59.9999 96.565.750-9 ASERRADEROS ARAUCO S.A. 0.0000 99.9779 99.9779 93.458.000-1 CELULOSA ARAUCO Y CONSTITUCION S.A. 99.9779 0.0000 99.9779 99.9779 99.520.000-7 COMPAÑIA DE PETROLEOS DE CHILE COPEC S.A. 99.9996 0.0004 100.0000 100.0000 85.840.100-3 COMPAÑIA DE SERVICIOS INDUSTRIALES LTDA. 0.0000 100.0000 100.0000 100.0000 96.668.110-1 COMPAÑIA LATINOAMERICANA PETROLERA S.A. 0.0000 60.0000 60.0000 60.0000 96.623.630-2 COMPAÑÍA MINERA CAN CAN S.A 0.0000 100.0000 100.0000 100.0000 76.188.354-2 COMPAÑÍA MINERA LA MERCED LTDA. 0.0000 100.0000 100.0000 100.0000 76.188.363-1 COMPAÑÍA MINERA LA SAN FRANCISCO S.A. 0.0000 100.0000 100.0000 100.0000 76.188.378-K COMPAÑÍA MINERA SIERRA NORTE S.A. 0.0000 100.0000 100.0000 100.0000 96.657.900-5 CONTROLADORA DE PLAGAS FORESTALES S.A. 0.0000 57.8731 57.8731 57.8731 76.037.857-7 ELECTRICA RIO PEREZ LIMITADA. 0.0000 50.0000 50.0000 50.0000 76.037869-0 EQUIPOS MINEROS RIO GRANDE LTDA 0.0000 50.0000 50.0000 50.0000 76.068.320-5 ESTUDIOS Y DESARROLLOS DE GAS LTDA. 0.0000 99.0575 99.0575 99.0575 85.805.200-9 FORESTAL CELCO S.A. 0.0000 99.9779 99.9779 99.9779 93.838.000-7 FORESTAL CHOLGUAN S.A. 0.0000 98.2086 98.2086 98.2086 78.049.140-K FORESTAL LOS LAGOS S.A. 0.0000 79.9823 79.9823 79.9823 76.242.018-K FORESTAL Y GANADERA ESTANCIA INVIERNO S.A. 0.0000 50.0000 50.0000 76.107.630-2 GAS LICUADO MOTOR LTDA. 0.0000 99.0575 99.0575 99.0575 77.660.290-6 INMOBILIARIA CONO SUR CHILE LTDA. 0.0000 100.0000 100.0000 100.0000 85.759.000-7 INMOBILIARIA LAS SALINAS LTDA. 0.0000 100.0000 100.0000 100.0000 76.266.718-5 INVERSIONES ADES LIMITADA. 0.0000 100.0000 100.0000 100.0000 76.271.536-8 INVERSIONES ADG LIMITADA 0.0000 100.0000 100.0000 100.0000 96.563.550-5 INVERSIONES ARAUCO INTERNACIONAL 0.0000 99.9779 99.9779 99.9779 76.320.907-5 INVERSIONES CAN CAN S.A. 100.0000 0.0000 100.0000 100.0000 76.264.416-9 INVERSIONES CIMOL LIMITADA 0.0000 100.0000 100.0000 100.0000 70.037.855-0 INVERSIONES LAGUNA BLANCA S.A. 0.0000 76.306.362-3 INVERSIONES NUEVA SERCOM LIMITADA. 79.990.550-7 INVESTIGACIONES FORESTALES BIOFOREST S.A. 76.456.800-1 MINA INVIERNO S.A. 76.160.625-5 MINERA CAMINO NEVADO LTDA. 76.425.390-6 99.9779 50.0000 50.0000 50.0000 50.0000 99.9740 0.0260 100.0000 100.0000 0.0000 99.9779 99.9779 99.9779 0.0000 50.0000 50.0000 50.0000 99.9986 0.0014 100.0000 100.0000 MINERA GELEEN S.A. 0.0000 50.0000 50.0000 50.0000 96.919.150-4 MINERA INVIERNO S.A. 0.0000 50.0000 50.0000 50.0000 96.929.960-7 ORIZON S.A. 0.0000 66.8000 66.8000 66.8000 96.768.760-K PANELES ARAUCO S.A. 0.0000 99.9779 99.9779 99.9779 91.123.000-3 PESQUERA IQUIQUE-GUANAYE S.A. 50.2180 31.7150 81.9330 81.9330 76.037.864-K PORTUARIA OTWAY LIMITADA. 0.0000 50.0000 50.0000 50.0000 76.038.858-5 PRODUCCIÓN Y SERVICIOS MINEROS LTDA. 0.0000 50.0000 50.0000 50.0000 76.037.872-0 RENTAS Y CONSTRUCCIONES FITZ ROY LIMITADA. 0.0000 50.0000 50.0000 50.0000 96.637.330-K SERVICIOS LOGISTICOS ARAUCO S.A. 0.0000 99.9779 99.9779 78.953.900-6 SERVICIOS Y TRANSPORTES SETRACOM LTDA. 1.0000 98.0576 99.0576 99.0576 77.090.440-4 SOCIEDAD CONTRACTUAL MINERA VILACOLLO 0.0000 100.0000 100.0000 100.0000 87.635.000-9 SOCIEDAD EDIFICIO DON CRESCENTE LIMITADA. 0.0000 50.0000 50.0000 81.095.400-0 SOCIEDAD NACIONAL DE OLEODUCTOS S.A. 0.0000 52.6857 52.6857 52.6857 79.904.920-1 TRANSPORTES DE COMBUSTIBLES CHILE LTDA. 0.0000 100.0000 100.0000 100.0000 79.874.200-0 VIA LIMPIA S.P.A. 0.0000 100.0000 100.0000 100.0000 0-E AGENCIAMIENTO Y SERV. PROFESIONALES S.A. 0.0000 99.9779 99.9779 99.9779 0-E ALTO PARANA S.A. (ARGENTINA) 0.0000 99.9589 99.9554 99.9554 0-E ARAUCO AUSTRALIA S.A. 0.0000 99.9779 99.9779 99.9779 0-E ARAUCO COLOMBIA 0.0000 99.9779 99.9779 99.9779 0-E ARAUCO DO BRASIL 0.0000 99.9779 99.9779 99.9779 0-E ARAUCO FLORESTAL ARAPOTI S.A. 0.0000 79.9823 79.9823 79.9823 0-E ARAUCO PERU S.A. 0.0000 99.9779 99.9779 99.9779 0-E ARAUCO WOOD PRODUCTS INC (USA) 0.0000 99.9779 99.9779 99.9779 0-E ARAUCOMEX S.A. DE C.V. 0.0000 99.9779 99.9779 99.9779 0-E CAMPAÑIA DE TRASPORTES DE COLOMBIA S.A. 0.0000 50.5145 50.5145 50.5145 0-E CATAN EMPRENDIMENTOS E PARTICIPACOES S.A. 0.0000 99.9712 99.9712 99.9712 0-E CENTRO NACIONAL DE REPARACIÓN COLGAS S.A. 0.0000 50.5145 50.5145 50.5145 0-E COLGAS DE OCCIDENTE S.A. ESP. 0.0000 50.5145 50.5145 50.5145 0-E COMERCIAL INDUSTRIAL NACIONAL S.A. 0.0000 50.5145 50.5145 0-E COMPAÑIAS ASOCIADAS DE GAS S.A. ESP ASOGAS 0.0000 50.5145 50.5145 50.5145 0-E COPEC CANAL INC. 0.0000 100.0000 100.0000 100.0000 0-E COPEC INTERNATIONAL INC. 100.0000 0.0000 100.0000 100.0000 0-E COPEC INVESTMENTS LTD. 0.0000 100.0000 100.0000 100.0000 0-E EC INVESTRADE INC. (PANAMA) 100.0000 0.0000 100.0000 100.0000 0-E EMPRENDIMENTOS FLORESTAIS SANTA CRUZ Ltda. 0.0000 99.9577 99.9577 99.9577 0-E FLAKEBOARD AMERICA LTD. 0.0000 99.9775 99.9775 99.9775 0-E FLAKEBOARD COMPANY LTD. 0.0000 99.9775 99.9775 99.9775 0-E FORESTAL NUESTRA SEÑORA DEL CARMEN S.A. 0.0000 99.9592 99.9592 99.9592 0-E FORESTAL TALAVERA S.A. 0.0000 99.9730 99.9730 99.9730 0-E GASAN DE COLOMBIA S.A. ESP. 0.0000 50.5145 50.5145 50.5145 0-E GASES DE ANTIOQUIA S.A. ESP. 0.0000 50.5145 50.5145 50.5145 0-E GASES DE SANTANDER S.A. ESP. 0.0000 50.5145 50.5145 50.5145 0-E GREENAGRO S.A 0.0000 99.9597 99.9597 99.9597 0-E INVERSIONES DEL NORDESTE S.A.S. 0.0000 50.5145 50.5145 50.5145 0-E LEASING FORESTAL S.A. 0.0000 99.9589 99.9589 99.9589 0-E LODGE BUSINESS INC. 0.0000 99.0481 99.0481 99.0481 0-E MAHAL EMPRENDIMENTOS E PARTICIPACOES S.A. 0.0000 99.9710 99.9710 99.9710 0-E NORTESANTANDEREANA DE GAS S.A. ESP 0.0000 50.4749 50.4749 50.4749 0-E ORGANIZACIÓN TERPEL S.A. 0.0000 58.8895 58.8895 58.8895 0-E PROENERGIA 0.0000 98.2400 98.2400 98.2400 0-E SAVITAR S.A. 0.0000 99.9629 99.9629 99.9629 0-E SOCIEDAD DE INVERSIONES EN ENERGÍA S.A. 0.0000 66.2499 66.2499 66.2499 99.9779 50.0000 50.5145 109 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The financial information of the main affiliates is presented in Note N° 29 (Segments). Included in the consolidation process are the affiliates informed in table before and the fund investment company Bio Bio and her affiliate Forestal Rio Grande S.A. The main operations of purchase and sale of shares, capital increases mergers and related divisions are related with the following affiliates. Merger and acquisitions of forestry companies For the purpose of continuing to optimize processes and adopt the best practices within the Forestry Business' operations, the companies mentioned above have been integrated through a gradual process of mergers. Said task began with the integration of companies Bosques Arauco S.A. and Forestal Valdivia S.A. which, with the prior approval of their respective shareholders, merged as of July 1, 2013, operating under the name Forestal Valdivia S.A. On that same date, Forestal Arauco S.A. was split-off, creating a new entity called Forestal Viñales S.A., to which shares in Forestal Celco S.A. were contributed. As of September 1, 2013, Forestal Arauco S.A. merged and absorbed Forestal Valdivia S.A., a transaction which generated a tax gain (Income Tax Act, Article 31, No. 9), of ThUS.$99,437, and resulted in a deferred tax asset of ThUS.$ 19,887. On November 1, 2013, Celulosa Arauco y Constitución S.A. absorbed Forestal Viñales S.A., generating, as a result of the transaction, a capital increase of MUS$442 equal to 7,209 shares, corresponding to Empresas Copec S.A.’s participation. On December 1 of 2013, the new Forestal Arauco S.A. was merged with Forestal Celco S.A., thus resulting in most of Arauco’s foresty assets to be grouped under a single entity. With this merger the unification process for Chile’s main forestry companies was concluded. This restructuration was registered as transaction common under control. The group initially recognized the acquisition of Flakeboard Company Limited in 2012 based on the information available to date, and made a preliminary calculation of the allocation of fair values in the acquisition of that company. At December 2013 year-end the company completed the calculation of fair values of the assets acquired and liabilities assumed. This involved a restatement of the financial statements at December 31, 2012 in accordance with IFRS 3. This restatement involved a reallocation of assets acquired and liabilities assumed. 110 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 We present below the fair values at the date of acquisition of the assets and liabilities acquired in the year 2012 whose final fair value was calculated in the year 2013: Arauco Panels Canada ULC. (Actual Arauco Company Ltd.) 09.24.2012 ThUS$ Cash Trade receivables Inventory Property, plant and equipment Intangible assets Goodwill Other assets 52,427 38,089 44,444 222,083 84,300 40,477 8,527 Total assets 490,347 Current and non-current liabilities Trade payables Deferred taxes Other liabilities 189,129 47,434 11,282 0 Total liabilities 247,845 The purchase of net assets made by Arauco, generated a negative goodwill that is presented in the Income Statement by function under Other gains (losses) and is exposed in the next table: Arauco Panels Canada ULC Income ordinary activities Results 09.24.2012 on 12.31.2012 ThUS$ 131,094 (5,558) The following are the revenue from ordinary activities and the results recognized as if the acquisition date had been the beginning of the annual period of investment in Arauco Panels Canada ULC (currently, Flakeboard Company Ltd.): Arauco Panels Canada ULC Income ordinary activities Results January - December 2012 ThUS$ 518,071 4,711 111 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The detail of recorded valuacion is the following: ThUS$ Fair value of net assets acquired calculating the acquisition date. Value of consideration provided at the beginning 242,502 242,502 Proportionate goodwill calculated at December 31, 2012 Adjustment of fair values of net acquired assets Goodwill at the end of the valuation period 40,477 40,477 On March 27, 2014, Servicios Aéreos Forestales Ltda. was formed with the contributions to be paid by Inversiones Arauco Internacional Ltda. for MUS$25.997.4 and from Celulosa Arauco y Constitución S.A. for MUS$2.6. This society main purpose is to provide passenger and cargo air transportation, forest patrolling, photography, publicity, and magnetic prospection services with their own or third parties’ aircraft, and carrying out aircraft maintenance. On January 1, 2013, the society Arauco Panels Canada ULC merged with its subsidiary Flakeboard Company Ltd. with no effects on income resulting from this operation. To September 30, 2014 and December 31, 2013 there are no associated investments to report. Disposal of companies - fuel sector On June 27, 2013, the operating investments of Grupo Terpel Chile, Petróleos Trasandinos S.A. (Petrans) and Operaciones y Servicios Terpel Ltda. (Opese), companies whose assets and liabilities at December 31, 2012 were classified as held for sale, were sold. The operation meant transferring 100% of the ownership of those Companies to the Quiñenco Group, which acted as buyer, for ThUS$ 239,439, with Organización Terpel Chile S.A. retaining an equity of ThUS$ 2, so as to be able to continue as a going concern. As a result of this transaction, a gain of ThUS$ 25,932 was recorded in profit or loss, under gains from discontinued operations in the consolidated statement of comprehensive income. Terpel restructuring in Colombia As a result of the merger process through absorption where Organización Terpel S.A absorbed the societies Terpel del Centro S.A., Sociedad de Inversiones de Energía S.A., and Proenergía Internacional S.A., ordinary shares were registered in the Colombia Stock Exchange under the mnemonic Terpel. The issuance was authorized by Colombia Financial Superintendence through Decision N° 1418. 112 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Splits and mergers of companies - real estate sector On April 1, 2013, Management agreed to split Servicios de Combustibles Limitada. This split meant creating Sociedad Inversiones Nueva Sercom Limitada, a company to which were allocated mainly the investments in companies owned by Servicios de Combustibles Limitada. On November 30, 2013, Sercom took over Inmobiliaria Viña Norte Ltda. and its affiliates, with the latter being extinguished and dissolved. The takeover implied a capital increase and change of the firm name to Inmobiliaria Las Salinas Ltda. Inmobiliaria Las Salinas Ltda. (formerly Sercom) will be the company in charge of designing and drawing up the Master Plan for the 17 hectare plot of land where the fuel storage plants will be located opposite Las Salinas beach. Acquisitions of companies - fishing sector Under the Shareholders’ Agreement of Orizon S.A., on June 25, 2013, Sociedad Pesquera Coloso S.A. exercised the option to sell 20% of its interest, 16.7% of which was sold to Pesquera Iquique-Guanaye S.A. and 3.3% to Empresa Pesquera Eperva S.A. Coloso set the price of sale at US$ 53.9 million, while Igemar and Eperva calculated it at US$ 39.1 million. This difference has given rise to an arbitration process between the parties. On September 24, 2013, the transfer of shares was entered into for US$ 39.1 million, which is the undisputed part of the price of the option exercised, with Igemar receiving US$ 32.7 million for 16.7%. The effect of this transaction meant an increase of US$ 28.7 million in the equity reserve accounts. 113 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 b) The ownership interest of Grupo Empresas Copec S.A. in its main associates is the following: As of Septiembre 30, 2014 Name Taxpayer ID 0-E 0-E 0-E 0-E 0-E 0-E 0-E 0-E 70.037.855-0 76.037.858-5 76.037.869-0 76.037.872-0 76.077.468-5 76.122.974-5 76.242.018-K 76.307.309-2 76.349.706-2 76.384.550-8 76.456.800-1 76.659.730-0 76.743.130-9 0-E 82.040.600-1 82.777.100-7 87.635.000-9 89.696.400-3 92.387.000-8 96.635.700-2 96.636.520-K 96.722.460-K 96.785.680-0 96.893.820-7 96.925.430-1 96.942.120-8 96.953.090-2 Vale do Corisco S.A.(ex Centaurus Holding Brasil) Vale do Corisco Novo Oeste Gestao de Ativos Florestais S.A. Montagas S.A. ESP Energas S.A. ESP PGN Gasnorte S.A.C PGN Gasur S.A.C Unillin Arauco Pisos Ltda. Inversiones Laguna Blanca S.A Producción y servicios Mineros Ltda. Equipos Mineros Río Grande Ltda. Rentas y Construcciones Fritz Roy Ltda Consorcio Tecnológico Bionercel S.A. Algae Fuels S.A. Forestal y Ganadera Estancia Invierno S.A. Naviera Los Inmigrantes S.A. Hualpén Gas S.A. Sociedad Nacional Marítima S.A. Mina Invierno S.A. Elemental S.A. Genómica Forestal S.A. Peruana de Gas S.A. Sociedad de Inversiones de Aviación Ltda. Puertos y Logística S.A. Sociedad Edificio Don Crescente Ltda. Eka Chile S.A. Pesquera Landes S.A. Empresa Eléctrica Guacolda S.A. Gases y Graneles Líquidos S.A. Metrogas S.A. Inversiones Puerto Coronel S.A. Corpesca S.A. Servicios Corporativos Sercor S.A. AIR BP Copec S.A. Boat Parking S.A. Country of Constitution Brazil Brazil Brazil Colombia Colombia Colombia Colombia Brasil Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Perú Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Functional Currency Cost of Investment in Associates ThUS$ Brazilian real Dollar Brazilian real Colombian peso Colombian peso Colombian peso Colombian peso Brazilian real Dollar Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Dollar Dollar Dollar Chilean peso Chilean peso Peruvian peso Chilean peso Dollar Chilean peso Chilean peso Chilean peso Dollar Chilean peso Chilean peso Dollar Dollar Chilean peso Chilean peso Chilean peso TOTAL Income ThUS$ 185.854 28.300 0 3.302 894 1.095 900 4.339 23.425 3 -13 -5 143 1.034 9 5.490 1.275 5.428 53 281 52 0 2.668 69.516 0 22.279 0 0 25.379 181.404 39.218 132.775 0 5.140 1.083 14.488 650 (9.607) 14 653 155 199 63 (14.604) 3 (7) (3) (87) (121) 0 721 599 (5.879) (10) (46) (7) 0 1.085 40 0 861 0 11.250 11.407 56.426 647 2.616 (450) 361 2 741.321 71.419 Ownership Interest % 43,0500 20,0000 48,9999 33,3330 27,7000 25,0000 25,0000 49,9890 50,0000 0,0100 0,0100 0,0100 20,0000 25,0000 14,3890 50,0000 50,0000 30,0000 0,1000 40,0000 25,0000 50,0000 33,3333 23,1588 50,0000 50,0000 66,6300 25,0000 29,0000 39,8297 50,0000 30,6400 20,0000 50,0000 21,3600 As of December 31, 2013 Taxpayer ID 0-E 0-E 0-E 0-E 0-E 0-E 0-E 0-E 0-E 70.037.855-0 76.037.858-5 76.037.864-K 76.037.869-0 76.037.872-0 76.077.468-5 76.122.974-5 76.242.018-K 76.307.309-2 76.384.550-8 76.456.800-1 76.659.730-0 76.743.130-9 82.040.600-1 82.777.100-7 92.387.000-8 96.519.150-4 96.635.700-2 96.635.700-2 96.636.520-K 96.722.460-K 96.785.680-0 96.893.820-7 96.925.430-1 96.942.120-8 96.953.090-2 87.635.000-9 Name Vale do Corisco S.A.(ex Centaurus Holding Brasil) Vale do Corisco Novo Oeste Gestao de Ativos Florestais S.A. Montagas S.A. ESP Energas S.A. ESP Gas Mocoa S.A. ESP PGN Gasnorte S.A.C PGN Gasur S.A.C Unillin Arauco Pisos Ltda. Inversiones Laguna Blanca S.A Producción y servicios Mineros Ltda. Inversión Portuaria Otway Ltda. Equipos Mineros Río Grande Ltda. Rentas y Construcciones Fritz Roy Ltda Consorcio Tecnológico Bionercel S.A. Algae Fuels S.A. Forestal y Ganadera Estancia Invierno S.A. Naviera Los Inmigrantes S.A. Sociedad Nacional Marítima S.A. Mina Invierno S.A. Elemental S.A. Genómica Forestal S.A. Sociedad de Inversiones de Aviación Ltda. Puertos y Logística S.A. Pesquera Landes S.A. Minera Invierno S.A. Empresa Eléctrica Guacolda S.A. Eka Chile S.A. Gases y Graneles Líquidos S.A. Metrogas S.A. Inversiones Puerto Coronel S.A. Corpesca S.A. Servicios Corporativos Sercor S.A. AIR BP Copec S.A. Boat Parking S.A. Sociedad Edificio Don Crescente Ltda. TOTAL Country of Constitution Brazil Brazil Brazil Colombia Colombia Colombia Colombia Colombia Brazil Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Functional Currency Brazilian real Dollar Brazilian real Colombian peso Colombian peso Colombian peso Colombian peso Colombian peso Brazilian real Dollar Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Chilean peso Dollar Dollar Chilean peso Chilean peso Chilean peso Dollar Chilean peso Dollar Dollar Chilean peso Chilean peso Chilean peso Dollar Dollar Chilean peso Chilean peso Chilean peso Chilean peso Cost of Investment in Associates ThUS$ 186.628 31.753 0 757 3.595 993 803 0 4.467 26.225 (1) 0 (11) (2) 345 1.060 10 4.769 11.553 50 370 113 2.208 73.928 325 0 160.497 22.976 24.705 232.458 38.522 134.742 324 5.578 1.153 0 970.893 Income ThUS$ 7.648 731 (6.171) 896 17 0 123 43 (536) (3.570) 7 0 (3) 0 (20) 1.283 (1) 84 (3.569) (14) (32) (5) (229) 1.632 0 (15) 13.088 979 13.676 76.431 155 3.637 (59) 602 (12) 0 Ownership Interest % 43,05000 20,00000 48,99990 33,33300 27,70000 33,33300 25,00000 25,00000 49,98900 50,00000 0,01000 0,01000 0,01000 0,01000 20,00000 25,00000 14,38900 50,00000 30,00000 0,10000 40,00000 25,00000 33,33330 23,15879 66,63000 23,46000 25,00000 50,00000 29,00000 39,82970 50,00000 30,64000 20,00000 50,00000 21,36000 50,00000 106.796 114 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Summarized financial information of associates: Assets ThUS$ c) 09.30.2014 Liabilities ThUS$ Assets ThUS$ 12.31.2013 Liabilities ThUS$ Current of associates Non-current of associates 1,077,337 4,235,129 891,239 1,985,506 1,153,742 4,635,393 671,967 1,813,201 Total of associates 5,312,466 2,876,745 5,789,135 2,485,168 09.30.2014 ThUS$ 09.30.2013 ThUS$ Operating revenues of associates Operating expenses of associates 2,721,564 (2,446,034) 2,861,987 (2,594,061) Net income (loss) of associates 275,530 267,926 Movements in investments in associates 09.30.2014 ThUS$ Investment in associates accounted for using the equity method - opening balance 12.31.2013 ThUS$ 970,893 1,034,040 Additions, investments in associates and joint ventures Disposals, investments in associates Immediately recognized purchased negative goodwill Profits from the incorporation of joint ventures Share in operating income (loss) Share in entries from previous periods Dividends received Impairment Reversal of impairment Increase (decreases) in foreign currency exchange Other increases (decreases) Exchange rate differences 219 (170,117) 0 0 71,419 0 (74,424) 0 0 (33,580) (23,677) 588 10,896 (5) 0 0 122,394 0 (135,612) 0 0 (83,213) 24,107 (1,714) Total changes in investments in associates Ending balance (229,572) 741,321 (63,147) 970,893 Sale of investment in Guacolda On March 28, 2014 the company informed the Superintendency of Securities and Insurance the acceptance by AES Gener S.A. ("AES") of the sales bid jointly remitted by Empresas Copec and Ultraterra for 50% of total shares issued by Guacolda. The total selling price was US$ 728,000,000 distributed 50% for Empresas Copec and 50% for Ultraterra. That price was paid on April 11, 2014. 115 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 d) Interest in joint ventures - The Group has a 50% interest in the joint venture, Eka Chile S.A., which sells sodium chlorate to pulp mills in Chile. The Group holds a contractual agreement with this company in which the affiliate Celulosa Arauco y Constitución S.A. has undertaken economic activity subject to joint control. As of the closing of these financial statements, Arauco has committed to "Montes del Plata" in capital contributions 8.9 million Euros (equivalent to US $11.2 millions) and US $24 millions in loans. - As of September 30, 2014, Arauco, through its subsidiary Arauco Holanda Cooperatief U.A, made capital contributions for a total of ThUS$ 16,427 (ThUS$ 103,196 as of December 31, 2013) to two Uruguay joint arrangements, Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A., with Arauco holding 50% ownership interest in the joint arrangement. This transaction had no effect on the consolidated statement of income. The above contributions are both involved in the project known as “Montes del Plata”, the purpose of which is to build a cutting edge cellulose production plant, with a capacity of 1.3 million tons per year, a port and an energy generation unit utilizing renewable resources, which is located at the town of Punta Pereira, Province of Colonia, Uruguay. - Investments in Uruguay are joint operations because of existing contracts that stipulate that both Arauco and Stora Enso maintain joint control of such investments, and since there is a contractual commitment of the sale of the entire pulp production to be generated from the future plant to Arauco and Stora Enso in the proportion each entity’s 50% ownership interest. Arauco has recognized the assets, liabilities, income and expenses relating to its ownership percentage from January 1, 2012, in accordance with IFRS11. - In addition, the Group holds an interest in Air BP Copec S.A. This company is the result of a joint venture established in 2001 between Copec and BP Global Investments Ltd., in which each partner holds a 50% interest. The company sells fuel for commercial and civil aviation. Currently, Air BP Copec operates in eight airports throughout the country and holds the leading market share in Chile, supplying the fuel needs of LAN Chile and international airlines arriving in Santiago, such as American Airlines, Aerolíneas Argentinas, Delta, Varig, Avianca and Pluna, among others. The company also serves important consumers in the cargo air industry such as Polar Cargo and Cielos Airlines and numerous civil aviation customers. - Through the new affiliate Camino Nevado Limitada, the Company has a 50% interest in Inversiones Laguna Blanca S.A. This company is the result of a strategic alliance initiated in 2007 split equally between Empresas Copec and Inversiones Ultraterra. The company’s purpose is to develop a coal exploration and production project in Isla Riesco, located north of Punta Arenas, in Chile’s Magallanes Region. In 2007 Minera Invierno S.A. was awarded tender by CORFO to explore with the option to purchase two coalfields located on the island, where the largest known proven sub-bituminous coal reserves are found. The operations started in 2013. The production was about 2 million tons. The main destinations of Mina Invierno's production include the power plant industry in Chile. There are no contingent liabilities corresponding to the Group’s interest in joint ventures. 116 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The most significant joint ventures are outlined below: a) Eka Chile S.A. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 25,267 28,930 26,596 29,853 54,197 56,449 4,811 4,827 44,559 6,541 3,957 45,951 54,197 56,449 09.30.2014 ThUS$ 09.30.2013 ThUS$ 38,083 (36,362) 44,675 (42,717) 1,721 1,958 09.30.2014 ThUS$ 12.31.2013 ThUS$ 35,388 13,728 52,052 16,281 49,116 68,333 30,403 4,443 14,270 47,851 5,779 14,703 49,116 68,333 09.30.2014 ThUS$ 09.30.2013 ThUS$ 364,766 (363,332) 547,994 (545,915) 1,434 2,079 Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures b) Air BP Copec S.A. Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures 117 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 c) Inversiones Laguna Blanca S.A. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 149,405 613,654 134,136 621,626 763,059 755,762 96,572 619,026 47,461 122,246 580,971 52,545 763,059 755,762 09.30.2014 ThUS$ 09.30.2013 ThUS$ 102,712 (125,390) 26,232 0 (22,678) 26,232 09.30.2014 ThUS$ 12.31.2013 ThUS$ 143,189 647,549 131,068 682,695 790,738 813,763 387,622 31,315 371,801 383,978 35,852 393,933 790,738 813,763 09.30.2014 ThUS$ 09.30.2013 ThUS$ 92,841 (110,202) 38,497 (39,382) (17,361) (885) Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures d) Eufores S.A. Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures 118 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 e) Forestal Cono Sur S.A. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 24,027 169,301 14,180 172,540 193,328 186,720 23,135 2,813 167,380 14,127 2,076 170,817 193,328 187,020 09.30.2014 ThUS$ 09.30.2013 ThUS$ 1,080 (1,958) 39,040 (2,042) (878) 36,998 09.30.2014 ThUS$ 12.31.2013 ThUS$ 95,743 2,209,441 63,009 2,003,894 2,305,184 2,066,903 579,058 1,059,181 666,945 292,869 1,109,329 665,705 2,305,184 2,067,903 09.30.2014 ThUS$ 09.30.2013 ThUS$ 4,672 (32,868) 3,386 (16,919) (28,196) (13,533) Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures f) Celulosa y Energía Punta Pereira S.A. Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures 119 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 g) Zona Franca Punta Pereira S.A. 09.30.2014 ThUS$ 12.31.2013 ThUS$ 7,413 436,837 20,179 382,859 444,250 403,038 167,844 85,801 190,605 129,029 87,451 186,558 444,250 403,038 09.30.2014 ThUS$ 09.30.2013 ThUS$ 10,291 (6,244) 3,203 (3,327) 4,047 (124) 09.30.2014 ThUS$ 12.31.2013 ThUS$ 11,381 5,447 8,548 5,173 16,828 13,721 8,144 71 8,613 4,753 33 8,935 16,828 13,721 09.30.2014 ThUS$ 09.30.2013 ThUS$ 6,243 (6,115) 5,241 (6,313) 128 (1,072) Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures h) Unillin Arauco Pisos Ltda. Assets: Current assets Non-current assets Total assets Liabilities: Current liabilities Non-current liabilities Equity Total liabilities Income Expenses Net income (loss) from joint ventures 120 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 20. LOCAL AND FOREIGN CURRENCY Foreign Currency: Assets 09.30.2014 ThUS$ Liquid assets 12.31.2013 ThUS$ 2,124,876 1,668,543 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 1,594,937 7,814 187,524 334,593 8 927,131 4,688 222,833 513,883 8 Cash and cash equivalents 1,954,361 1,508,139 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 1,529,242 7,814 185,994 231,303 8 923,836 4,688 222,833 356,774 8 170,515 160,404 65,695 0 1,530 103,290 0 3,295 0 0 157,109 0 2,128,911 2,033,646 790,669 38,574 402,133 886,803 10,732 580,083 33,078 348,340 1,064,582 7,563 1,791,744 1,842,747 594,086 38,574 374,238 774,114 10,732 547,248 33,078 344,681 912,210 5,530 330,900 184,725 195,764 0 27,895 107,241 0 32,002 0 3,659 147,031 2,033 6,267 6,174 819 0 0 5,448 0 833 0 0 5,341 0 18,338,862 18,666,121 12,563,148 11,268 3,055,981 2,708,040 425 12,828,742 9,440 3,034,965 2,787,112 5,862 22,592,649 22,368,310 14,948,754 57,656 3,645,638 3,929,436 11,165 14,335,956 47,206 3,606,138 4,365,577 13,433 Other current financial assets U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Short- and long-term receivables U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Current trade and other receivables U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Current receivables from related parties U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Non-current receivables from related parties U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Other assets U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Total assets U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 121 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Foreign Currency: Liabilities 09.30.2014 ThUS$ Up to 90 days 91 days to 1 year 12.31.2013 ThUS$ Up to 90 days 91 days to 1 year Current liabilities Other current financial liabilities U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Bank loans U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Capital leases U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Bank overdrafts U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Other loans U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Other current liabilities U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. Total current liabilities U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 266,563 990,716 550,582 699,351 192,798 0 15,512 3,231 55,022 677,385 0 212,090 70,628 30,613 365,109 0 83,475 3,231 98,767 465,369 0 95,493 65,041 73,448 234,098 534,343 401,085 652,229 186,043 0 14,847 1,452 31,756 254,429 0 210,282 69,632 0 315,835 0 82,675 2,515 60 459,819 0 93,658 64,155 34,597 8,291 23,696 7,923 21,721 47 0 665 288 7,291 50 0 1,808 830 21,008 15 0 800 168 6,940 107 0 1,835 886 18,893 1,491 0 548 0 0 0 0 1,491 0 0 0 0 0 0 0 0 0 548 0 0 0 0 0 0 22,683 432,677 141,026 25,401 6,708 0 0 0 15,975 422,906 0 0 166 9,605 49,259 0 0 0 91,767 5,443 0 0 0 19,958 1,754,202 408,570 1,838,364 309,472 505,818 55,644 417,813 763,361 11,566 329,750 0 0 75,811 3,009 491,107 12,342 419,964 875,342 39,609 119,780 0 205 184,124 5,363 2,020,765 1,399,286 2,388,946 1,008,823 698,616 55,644 433,325 766,592 66,588 1,007,135 0 212,090 146,439 33,622 856,216 12,342 503,439 878,573 138,376 585,149 0 95,698 249,165 78,811 122 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 09.30.2014 ThUS$ 13 months to 5 More than 5 years years 12.31.2013 ThUS$ 13 months to 5 More than 5 years years Non-current liabilities 2,499,591 3,468,599 2,399,281 3,463,216 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 2,058,483 0 127,158 204,146 109,804 1,625,201 0 485,691 119,711 1,237,996 2,033,000 0 58,792 248,071 59,418 1,714,487 0 500,101 136,432 1,112,196 Bank loans 1,391,440 479,377 1,546,104 586,770 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 1,073,214 0 116,311 201,492 423 251,222 0 108,197 119,711 247 1,242,753 0 58,348 244,771 232 335,431 0 114,318 136,432 589 Capital leases 69,735 10,540 62,934 23,221 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 2 0 10,847 2,654 56,232 309 0 10,231 0 0 4 0 444 3,300 59,186 29 0 23,192 0 0 Bank overdrafts 0 0 0 0 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,038,416 2,978,682 790,243 2,853,225 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 985,267 0 0 0 53,149 1,373,670 0 367,263 0 1,237,749 790,243 0 0 0 0 1,379,027 0 362,591 0 1,111,607 Other non-current liabilities 2,107,235 542,169 1,671,056 617,158 U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 1,571,783 0 303,809 230,443 1,201 193,756 0 0 14,568 333,845 1,196,385 0 294,982 178,367 1,322 216,692 0 21,135 11,930 367,401 4,606,826 4,010,768 4,070,337 4,080,374 3,630,266 0 430,967 434,589 111,005 1,818,957 0 485,691 134,279 1,571,841 3,229,385 0 353,774 426,438 60,740 1,931,179 0 521,236 148,362 1,479,597 Other non-current financial liabilities Other loans Total non-current liabilities U.S. dollar Euro Other currency Non-indexed Chilean peso U.F. 123 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 21. SHARES The following is a the movement of share in cash period: No. Shares Ordinary Shares Own Shares Total As of January 1, 2014 Capital expansion Acquisition of dependent Purchase of own shares 1,299,853,848 - 1,299,853,848 - - 1,299,853,848 - Balance as of September 30, 2014 1,299,853,848 1,299,853,848 - 1,299,853,848 No. Shares Ordinary Shares Own Shares Total As of January 1, 2013 Capital expansion Acquisition of dependent Purchase of own shares 1,299,853,848 - 1,299,853,848 - - 1,299,853,848 - Balance as of September 30, 2013 1,299,853,848 1,299,853,848 - 1,299,853,848 NOTE 22. NET DISTRIBUTABLE INCOME AND EARNINGS PER SHARE The Board of Directors of Empresas Copec S.A. agreed to establish as a general policy that net income to be distributed for the payment of dividends shall be determined on the basis of earned income, subtracting any significant variations in the value of unrealized assets and liabilities, which are reintegrated into the calculation of net income for the period in which these variations are realized. As a result, for the purposes of determining the Company’s net distributable income, that is, the net income to consider in the calculation of the mandatory minimum and additional dividends, the following categories of unearned income are not included in income for the period: 1. Income related to the recording at fair value of forestry assets regulated by IAS 41; such income is reintegrated into net income upon realization. For this purpose, the portion of such increases in fair value corresponding to sold or disposed of assets is considered realized. 2. Income generated in the acquisition of entities. These results will be reintegrated into net income upon realization. For this purpose, income generated by the entities following their acquisition, or when these entities are divested, is considered realized. 124 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The effects of deferred taxes associated with the items mentioned in points 1) and 2) will follow the same procedure as the item that gave rise to them. Distributable earnings ThUS$ Concept Income attributable to equity holders as of 09.30.2014 Adjustments Biological assets Unrealized Realized Deferred taxes Deferred taxes, effect of the change in the rate of the initial balance of biological assets Biological assets (net) Income for incorporation of joint venture Purchased negative goodwill and others Total adjustments Distributable earnings as of 09.30.2014 Concept 731,065 (197,347) 186,258 675 0 (10,414) 0 0 (10,414) 720,651 Distributable earnings Income attributable to equity holders as of 09.30.2013 ThUS$ 702,855 Adjustments Biological assets Unrealized Realized Deferred taxes Deferred taxes, effect of the change in the rate of the initial balance of biological assets Biological assets (net) Income for incorporation of joint venture Purchased negative goodwill and others (200,653) 169,619 6,191 0 (24,843) 0 0 Total adjustments (24,843) Distributable earnings as of 09.30.2013 678,012 The general dividend policy that the Company expects to carry out in future periods consists of distributing 40% of distributable net income for each period, including the possibility of an interim dividend at the end of the year. As of September 30, 2014, in the classified Statement of Financial Position the amount of ThUS$ 288,924 under “Other current liabilities” corresponded to the minimum dividend provision of 2014 first semester (MUS$270,017 to September 30, 2013). In Ordinary Session No.79 held on April 23, 2014, the Board agreed to distribute a final dividend of US$ 0.126130 per share, which was paid beginning on May 8, 2014. In Ordinary Session No. 78 held on April 24, 2013, the Board agreed to distribute a final dividend of US$ 0.090779 per share, which was paid beginning on May 8, 2013. 125 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Earnings per share are calculated by dividing income attributable to the Company’s shareholders by the weighted average of common shares in circulation; the Company does not record diluted shares. Earnings (loss) per share 09.30.2014 ThUS$ Earnings (loss) attributable to net equity holders of parent company Weighted average number of shares 09.30.2013 ThUS$ 731,065 702,855 1,299,853,848 1,299,853,848 0.06 0.05 Earnings (loss) per share (US$ per share) Rights, Privileges and Restrictions for Ordinary Share Capital Class: For liabilities recorded under “Interest-bearing loans, the Parent Company must maintain a consolidated indebtedness ratio no greater than 1.2; otherwise the debt under these contracts could become current. As of the reporting date, the Group is in compliance with this restriction. NOTE 23. OPERATING REVENUES Operating Revenues are detailed as follows: 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ Sale of goods Provision of services Interest income Royalty income Dividend income 17,569,065 498,964 (170) 0 0 18,137,159 329,777 0 0 0 5,792,983 272,378 (170) 0 0 6,175,284 106,603 0 0 0 Total 18,067,859 18,466,936 6,065,191 6,281,887 126 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 24. FINANCIAL INCOME AND EXPENSES Financial expenses are detailed as follows: 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ Interest and readjustments for bank loans Financial cost of post-employment obligations Other financial costs Interest expenses, others Amortization of additional cost Exchange losses from foreign currency loans Financial cost of remediation provision Difference conversion (176,177) (641) (48,009) (26,180) 0 0 0 (8) (201,765) (767) (74,100) (5,430) 0 0 0 (6) (39,357) (201) (37,132) (10,933) 0 0 0 (2) (63,818) (256) (19,739) (3,045) 0 0 0 0 Total financial costs (251,015) (282,068) (87,625) (86,858) 09.30.2014 ThUS$ 09.30.2013 ThUS$ Income from interest on financial instruments Income from financial assets at fair value through profit and loss Interest on loans and receivables Other income 5,028 0 25,981 6,070 17,284 0 14,375 4,386 (721) 0 7,265 3,681 4,389 0 5,071 963 Total financial income 37,079 36,045 10,225 10,423 Financial income is detailed as follows: Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ NOTE 25. EXCHANGE DIFFERENCES The effect of Exchange differences is a follows: 09.30.2014 ThUS$ 09.30.2013 ThUS$ Jul - Sep 2014 ThUS$ Jul - Sep 2013 ThUS$ (724) (18,394) (14,764) (28,952) (8,101) (50,974) (15,617) 2,757 (3,267) (6,922) (5,650) (19,427) 9,833 (4,873) 2,647 (11,928) (7,862) (15,095) (3,845) (28,115) (218) 705 (1,365) 1,257 2,621 2,691 1,023 (1,496) (137,526) (27,549) (64,416) 5,436 32,966 (52) 45,864 1,794 2 27,726 5,652 (1,209) 9,822 (299) 34,896 (28,533) 9,644 (6,553) 19,705 1,389 4,353 10,105 (1,709) (246) 1,411 (9) (12,226) 5,105 Total 108,300 20,329 38,643 (7,674) Total (29,226) (7,220) (25,773) (2,238) Exchange differences generated by assets Cash equivalent Investments in mutual funds, short term deposits and pacts Trade and other receivables Tax receivables Receivables from related parties Other financial assets Other assets Total Exchange differences generated by liabilities Trade and other payables Payables to related parties Loans with financial institutions (include bonds) Dividends to be paid Other financial liabilities Other liabilities 127 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 26. IMPAIRMENT OF ASSETS 1. Affiliate Celulosa Arauco y Constitución S.A. To September 30, 2014 and December 31, 2013 there is still a balance of impairment provision of machinery and equipment of ThUS$ 688 due to the closure of the Plant Board lines Curitiba (Brazil) at the end of 2011. In the period 2014, there are no new provisions for impairment associated cash generating units to inform. Detail of asset impairment: At September 30, 2014 and December 31, 2013, respectively under the following provisions of impairment asociateds to cash generating units. Disclosure of asset impairment Principal classes of assets affected by impairment and reversion losses, for wich no individual information is revealed Principal facts and circumstances that lead to recongnizing impairment and reversion losses, for wich no individual information is revealed Machinery and equipment Technical Obsolescense 09.30.2014 ThUS$ 12.31.2013 ThUS$ 4,793 5,386 Information relevant to the sum of all impairment 2. Affiliate Pesquera Iquique – Guanaye S.A. At December 2013 year-end the affiliate Orizon S.A. has a loss of ThUS$56,087, where ThUS$52,323 are the impairment of certain assets related to Coquimbo, Coronel and San Vicente plants, within the scope of a restructuring in the the human consumption area in such facilities, and ThUS$3,764 are the impairment of the goodwill related to the excess of the purchase cost on the fair value of the interest of identifiable net assets of Pesquera San José. The affiliate Orizon S.A. made an evaluation to identify any possible indication of impairment in its assets grouped in cash generating units and also evaluated the intangible assets with indefinite useful life. The company uses the future cash flow model. That methodology is based on reasonable and supportable assumptions that represent the management's best estimates on the set of financial conditions that will be reflected during the remaining useful life of assets and cash generating units evaluated. At year-end September 2014 the company has not identified new impairment indications in its assets. 128 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 27. RETAINED EARNINGS 09.30.2014 ThUS$ 09.30.2013 ThUS$ Opening balance Income (loss) for the period Dividends paid Interim dividends Actuarial losses and gains Other items Exchange differences 9,475,164 731,065 0 (288,259) 0 (354,361) 0 9,021,679 702,855 0 (270,017) 0 (8,071) 0 Ending balance 9,563,609 9,446,446 NOTE 28. ENVIRONMENT For Empresas Copec S.A., sustainability translates into a management strategy that incorporates values, commitments and standards, together with adoption of the best practices and technologies available in the industry, seeking ongoing improvement in the company’s environmental management. The Environment department, with its specialists in each business area, ensures that these guidelines are put into practice in day-to-day operations. All of the affiliate Arauco’s production units have certified environmental management systems that reinforce the Company’s commitment to environmental performance and ensure the traceability of raw materials. In its production processes, the affiliate Arauco uses various inputs, such as wood, chemicals, water, etc., which in turn generate liquid and gaseous emissions. In an effort to improve the company’s operating efficiency, significant advances have been made in reducing consumption and emissions. Environmental investments were made related to atmospheric emission control, processes improvements, water management, waste management and tributary treatments in order to improve environmental performance in business units. Expenditures incurred and committed during the period related to environmental protection are detailed below: 129 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Forestry Sector 09.30.2014 Company Project Name Disbursements Made in 2014 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Celulosa Arauco y Constitución S.A. Investment projects for the control and handling of gases in industrial plants In progress 5,226 Asset Property, plant and equipment 588 2014 Celulosa Arauco y Constitución S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 6,208 Asset Property, plant and equipment 4,575 2014 Celulosa Arauco y Constitución S.A. Management for the implementation of environmental improvements In progress 8,144 Expense Operating costs 14,266 2014 Celulosa Arauco y Constitución S.A. Management for the implementation of environmental improvements In progress 29,007 Asset Property, plant and equipment 1,719 2014 Celulosa Arauco y Constitución S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 64 Asset Property, plant and equipment 14,200 2015 Alto Paraná S.A. Construction of outlets In progress 13 Asset Property, plant and equipment 718 2014 Alto Paraná S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 553 Asset Property, plant and equipment 4,883 2014 Alto Paraná S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 2,572 Asset Property, plant and equipment 8,746 2014 Paneles Arauco S.A. Management for the implementation of environmental improvements In progress 570 Asset Property, plant and equipment 1,923 2014 Paneles Arauco S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 331 Expense Administrative expenses 83 2014 Paneles Arauco S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 1,069 Expense Operating costs 356 2014 Paneles Arauco S.A. Management for the implementation of environmental improvements In progress 73 Expense Administrative expenses 316 2014 Celulosa Punta Pereira S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 925 Asset Property, plant and equipment 1,200 2014 Celulosa Punta Pereira S.A. Management for the implementation of environmental improvements In progress 20 Asset Property, plant and equipment 140 2014 Celulosa Punta Pereira S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 125 Asset Property, plant and equipment 40 2014 Forestal Celco S.A. Management for the implementation of environmental improvements In progress 697 Expense Administrative expenses 344 2014 Forestal Los Lagos S.A. Management for the implementation of environmental improvements In progress 170 Expense Operating costs 70 2014 Arauco do Brazil S.A. Management for the implementation of environmental improvements In progress 1,685 Asset Property, plant and equipment 4,088 2014 Arauco do Brazil S.A. Management for the implementation of environmental improvements In progress 1,159 Expense Administrative expenses 5,987 2014 Aserraderos Arauco S.A. Management for the implementation of environmental improvements In progress 578 Asset 316 2014 Total 59,189 Property, plant and equipment 64,558 130 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 12.31.2013 Company Project Name Disbursements Made in 2013 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Celulosa Arauco y Constitución S.A. Investment projects for the control and handling of gases in industrial plants In progress 6,524 Asset Property, plant and equipment 7,620 2014 Celulosa Arauco y Constitución S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 1,945 Asset Property, plant and equipment 33 2014 Celulosa Arauco y Constitución S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 0 0 Celulosa Arauco y Constitución S.A. Management for the implementation of environmental improvements In progress 2,293 Asset Property, plant and equipment 2,024 2014 Alto Paraná S.A. Construction of outlets In progress 8 Asset Property, plant and equipment 758 2014 Alto Paraná S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 213 Asset Property, plant and equipment 1,723 2014 Alto Paraná S.A. Proyectos de inversión para el control y manejo de líquidos peligrosos y la optimización energética de las aguas de las plantas industriales In progress 2,326 Asset Property, plant and equipment 0 0 Paneles Arauco S.A. Management for the implementation of environmental improvements In progress 69 Asset Property, plant and equipment 0 0 Paneles Arauco S.A. Expansion of dumping sites for solid industrial waste for the handling of the same in the future In progress 317 Expense 15 2014 Paneles Arauco S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 1,480 Expense Operating costs 108 2014 Paneles Arauco S.A. Management for the implementation of environmental improvements In progress 218 Expense Administrative expenses 153 2014 Celulosa Punta Pereira S.A. Investment projects for the control and handling of liquids and energy optimization of water in industrial plants In progress 925 Asset Property, plant and equipment 1,200 2014 Forestal Celco S.A. Management for the implementation of environmental improvements In progress 855 Expense Administrative expenses 793 2014 Forestal Los Lagos S.A. Management for the implementation of environmental improvements In progress 217 Expense Operating costs 209 2014 Arauco do Brazil S.A. Management for the implementation of environmental improvements In progress 243 Asset Property, plant and equipment 925 2014 Aserraderos Arauco S.A. Management for the implementation of environmental improvements In progress 196 Asset Property, plant and equipment 5,330 2014 Total 21,838 Expense 39,667 Operating costs Administrative expenses 20,891 131 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Fuel Sector 09.30.2014 Company Project Name Disbursements Made in 2014 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Compañía de Petróleos de Chile Copec S.A. Plant repair In force 9 Asset Works in progress 0 2014 Compañía de Petróleos de Chile Copec S.A. Fire protection system In force 61 Asset Works in progress 60 2014 Compañía de Petróleos de Chile Copec S.A. Sewage treatment In progress 2 Expense Administrative expenses Compañía de Petróleos de Chile Copec S.A. Environmental evaluation In progress 19 Expense Administrative expenses 0 0 Compañía de Petróleos de Chile Copec S.A. Oils, filters and other waste removal In progress 24 Expense Administrative expenses 0 0 Abastible S.A. Dangerous waste removal In progress 3 Expense Administrative expenses 0 0 Abastible S.A. Transport and collection of garbage In progress 72 Expense Administrative expenses 0 0 Abastible S.A. Liquid waste treatment In progress 24 Expense Administrative expenses 0 0 Abastible S.A. Sewage treatment plants Lenga Plant In progress 99 Investment Works in progress 107 2014 Abastible S.A. Environmental Impact Evaluation In progress 109 Expense Administrative expenses 0 0 Total 422 - 2014 167 132 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 12.31.2013 Company Project Name Disbursements Made in 2013 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Compañía de Petróleos de Chile Copec S.A. Sewage treatment plants In force 223 Asset Works in progress 29 2013 Compañía de Petróleos de Chile Copec S.A. Winery of waste In force 3 Asset Works in progress (3) 2013 Compañía de Petróleos de Chile Copec S.A. Fire protection system In force 519 Asset Works in progress 201 2013 Compañía de Petróleos de Chile Copec S.A. Foam proportioning In progress 329 Asset Works in progress 62 2013 Compañía de Petróleos de Chile Copec S.A. Outlets of water In force 74 Asset Works in progress 1 2013 Compañía de Petróleos de Chile Copec S.A. Environmental evaluation In progress 25 Expense Administrative expenses 0 - Compañía de Petróleos de Chile Copec S.A. Waste removal In progress 97 Expense Administrative expenses 0 - Compañía de Petróleos de Chile Copec S.A. Sewage treatment In progress 14 Expense Administrative expenses 0 - Compañía de Petróleos de Chile Copec S.A. Plant repair In progress 22 Expense Administrative expenses 0 - Transportes de Combustibles Chile Ltda. Oils, filters and other waste removal In progress 0 Expense Operating costs 0 - Abstecedora de Combustibles S.A. Dangerous waste removal In progress 14 Expense Administrative expenses 0 - Abastible S.A. Transport and collection of garbage In progress 105 Expense Administrative expenses 0 - Abastible S.A. Liquid waste treatment In progress 30 Expense Administrative expenses 0 - Abastible S.A. Plant cleaning and maintenance In progress 4 Expense Administrative expenses 0 - Abastible S.A. Clean system for cylinders Arica Plant In progress 10 Investment Works in progress 20 2014 Abastible S.A. Sewage treatment plants Lenga Plant In progress 119 Investment Works in progress 67 2014 Abastible S.A. Clean system for cylinders Coyhaique Plant In progress 0 Investment Works in progress 0 - Abastible S.A. Sewage treatment plants and washing El Peñón Plant Ready to begin 0 Investment Works in progress 76 2014 Abastible S.A. Environmental Impact Evaluation In progress Expense Administrative expenses 0 - Total 131 1,719 453 133 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 09.30.2014 Company Project Name Disbursements Made in 2014 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Pesquera Iquique y Guanaye S.A. Adjustment of systems in plants Active 0 Asset Property, plant and equipment 0 - Pesquera Iquique y Guanaye S.A. Improvements to unloading system of non professional fishing In progress 0 Asset Property, plant and equipment 0 - Pesquera Iquique y Guanaye S.A. Environmental impact study In progress 0 Asset Works in progress 0 - Total 0 12.31.2013 Company Project Name 0 Disbursements Made in 2013 Project Status Amount ThUS$ Asset Expense Asset/Expense Entry for Classification Committed Future Disbursements Amount Estimated ThUS$ Date Pesquera Iquique y Guanaye S.A. Adjustment of systems in plants Active 0 Asset Property, plant and equipment 0 - Pesquera Iquique y Guanaye S.A. Improvements to unloading system of non professional fishing In progress 360 Asset Property, plant and equipment 0 - Pesquera Iquique y Guanaye S.A. Environmental impact study In progress 27 Asset Works in progress 0 - Total 387 0 134 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 29. OPERATING SEGMENTS Operating segments have been defined according to the manner in which senior management reports on their segments internally in order to make operating decisions and to allocate resources. In addition, the availability of relevant financial information has also been considered in the defining of operating segments. The segments were divided according to the main direct affiliates: Celulosa Arauco y Constitución S.A., Compañía de Petróleos de Chile Copec S.A., Abastible S.A. and Pesquera Iquique-Guanaye S.A. These Companies together represent more than 90% of the sales, EBITDA, net income, and consolidated assets and liabilities. Celulosa Arauco y Constitución S.A.: Arauco has established itself as one of the leading forestry companies in Latin America, in terms of area and yield of its plantations, market kraft pulp manufacturing, and sawn timber and panel production. Arauco’s plantations and forest lands span 1.6 million hectares in Chile, Argentina, Brazil and Uruguay*. In the first three countries and United States the Company also has modern industrial facilities, which include six pulp mills, with a production capacity of 3.9 million tons per year; 9 operating sawmills that produce 2.9 million m3 of timber per year and 17 panel plants whose production capacity reaches 6.6 million m3 per year. On September 2014, Arauco’s production totaled 2,417 thousand tons of pulp, 2,194 thousand m3 of sawn timber and 3,864 thousand m3 of panels. Sales totaled US$ 3,947.9 million, of which 40.4% corresponded to pulp, 18.0% to sawn timber, 34.9% to panels and 6.8% to other products. Of the total sales, 39.6% was sold in the Chilean market and the rest overseas, primarily to Asia and the Americas. * Operations in Uruguay in Montes del Plata through a joint operations with Stora Enso Oyj. Compañía de Petróleos de Chile Copec S.A.: Compañía de Petróleos de Chile Copec S.A. is one of the country’s most important sellers and distributors of fuel for domestic and industrial use. It was established in 2003, when received a contribution of the Parent Company Empresas Copec S.A., of all the assets related to the distribution fuel business in which the Parent Company had participated since 1934. Copec has 621 service stations throughout the country, forming the most extensive network in Chile, which includes 79 Pronto convenience stores and 232 Punto stores. The company also manages an industrial channel that supplies nearly 4,000 customers, belonging to the most important segments of the national economy. The company manages the Mobil and Esso brand lubricants for vehicles and machinery and has 15 fuel storage plants between Arica and the Chacabuco Port, with a total capacity of 384 thousand m3. Organización Terpel has a service station network with 2,252 sales points, of which 1,941 are in Colombia and market liquid fuels where it has a market share of 44.3%. The company also has 289 natural gas sales points through Gazel, 135 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 which represents 44.9% of participation of these segments. It is also the main wholesale distributor in Colombia with more than 800 clients in industry, transport and aviation, segments where it reaches 44.9% market share. Total market share reaches 44.8% in the fuel business in the country. Abastible S.A.: Abastible S.A. was incorporated in 1956 to market liquefied petroleum gas for domestic, commercial and industrial use. Today this company has become a major player in the Chilean energy sector, basing its strategy on delivering a quality, safe and timely service to all customers. In 2011, Abastible S.A. started its process of internationalization through the purchase of a 51 % interest in Inversiones del Nordeste, a Colombian company. The Company is present all over the Chilean territory from the northernmost city (Arica) to the southernmost (Magallanes) with a complete and modern infrastructure for the performance of the liquefied gas business. The Company has 9 storage and filling up facilities, plus 6 million cylinders and 50 thousand tanks, supported by a network of approximately 1500 sales points and 16 sales offices in all the major cities of the country. Additionally, in the Bio Bio region it has a port terminal for the loading and unloading of liquefied gas and liquid fuels and a plant with a capacity for storing 40,000 m3. During 2013 Abastible expanded its gas pump network to face the significant growth of the car business. Its main investments were made on its extension program in the very north of Chile and the new company incorporated together with Gasmar, Hualpén Gas, which will provide services involving the receipt, storage and dispatch of liquefied gas. This is a significant contribution for the reliable supply in the south area. Pesquera Iquique - Guanaye S.A.: Empresas Copec S.A. has been present in the Chilean commercial fishing sector since 1980 through Pesquera Guanaye Ltda., which many years later merged with Pesquera Iquique S.A. producing Pesquera Iquique-Guanaye Igemar as a result. Through its partner Corpesca S.A., Igemar operates in the north of Chile, and with its affiliate Orizon S.A. in the country’s central-south region. These companies’ products include fishmeal, which is mainly used as a raw material in food production for aquaculture and livestock, due to its high level of protein, Omega 3 fatty acids and favorable digestibility. Fish oil, another of its products, is used extensively in aquaculture. However, in recent years, it has been gaining importance as a nutritional supplement in human nutrition and the pharmaceutical industry. Canned and frozen products, using mackerel as the main raw material, are produced for human consumption. Mussel are produced canned and frozen. In an effort to expand the portfolio of products, the company chose grocery market with lines of beans, rice and lentils under the brand San Jose, for the domestic market. Also included the elaboration of the Omega 3 product which is under development, designed to enrich functional foods and dietary supplement markets such as North America and Europe. 136 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 The primary destinations of these products are the domestic market and Asian, African and European market. Sociedad Nacional de Oleoductos S.A.: Copec, Enap and Esso Chile established Sociedad Nacional de Oleoductos S.A., Sonacol, in 1957 to create an oil pipeline network to transport fuels and other oil byproducts. In 1979, the company added a maritime division to deliver fuels to the most distant parts of the country. Sonacol became an affiliate of Empresas Copec in 2004 and the following year it split the ocean and land shipping businesses, thereby giving rise to Sociedad Nacional Marítima S.A. (Sonamar). Copec reduced its stake in Sonamar in 2006 when Sociedad de Inversiones Monterrey (currently Naviera Ultragas Limitada) joined the company. The company carries out all its operations as one single business unit, but having information about income from transportation of clean products (gasolines, kerosene and diesels) and transportation of liquefied petroleum gas (LPG). Sonacol currently has a 465-kilometer oil pipeline network that runs from Quintero to San Fernando, which transports 98% of the fuels for the Metropolitan Region. The company also has 9 pumping stations, a product delivery terminal and a central dispatch facility strategically located in the corporate building. Sonamar has a fleet of five oil tankers with a total capacity to ship 236.69 thousand m3 of oil and its byproducts to the centers of greater demand at Chile. The main performance figures associated with these segments, as of September 30, 2014 and 2013, respectively, are outlined below: 137 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Segments 2014 Arauco ThUS$ Copec ThUS$ Abastible ThUS$ Sonacol ThUS$ Igemar ThUS$ Others ThUS$ Subtotal ThUS$ Elimination ThUS$ Total ThUS$ Operating revenues from external customers Inter-segment operating revenues 3.947.887 0 13.289.812 91.858 613.785 7.261 37.990 19.956 168.995 0 9.390 2.053 18.067.859 121.128 0 (121.128) 18.067.859 0 Interest income Interest expense 16.059 (177.484) 8.153 (55.445) 845 (9.411) 125 (5.560) 897 (5.020) 11.000 1.905 37.079 (251.015) 0 0 37.079 (251.015) Interest expense, net (161.425) (47.292) (8.566) (5.435) (4.123) 12.905 (213.936) 0 (213.936) Depreciation and amortization and stumpage 467.959 949.689 481.730 344.407 467.690 123.283 56.011 85.953 29.942 40.248 47.099 6.851 22.901 43.156 20.255 (14.610) (11.828) 2.782 916.916 1.581.759 664.843 0 0 0 916.916 1.581.759 664.843 Income (loss) from the reporting segment 323.097 208.398 41.678 27.526 5.977 162.371 769.047 0 769.047 6.593 10.114 12.847 0 2.618 39.247 71.419 0 71.419 (115.451) (76.097) (14.116) (7.223) 3.520 (55.018) (264.385) 0 (264.385) Investments by segment Incorporations of property, plant and equipment Payments to achieve biological assets Payments to acquire affiliates and associates Purchases of intangible assets Payments to acquire other investments 368.706 100.115 0 9.253 0 123.395 0 0 18.539 0 53.925 0 0 62 0 4.767 0 0 0 0 5.551 0 0 0 0 655 0 68 0 0 556.999 100.115 68 27.854 0 0 0 0 0 0 556.999 100.115 68 27.854 0 Total investments 478.074 141.934 53.987 4.767 5.551 723 685.036 0 685.036 Country of origin of operating revenues Operating revenues - local (Chilean companies) Operating revenues - foreign (foreign companies) 2.651.176 1.296.711 7.669.418 5.620.394 518.967 94.818 37.990 0 168.995 0 9.390 0 11.055.936 7.011.923 0 0 11.055.936 7.011.923 Total operating revenues 3.947.887 13.289.812 613.785 37.990 168.995 9.390 18.067.859 0 18.067.859 14.962.689 4.394.476 821.154 311.760 751.795 1.350.775 22.592.649 0 22.592.649 340.634 62.452 48.154 0 133.858 156.223 741.321 0 741.321 Liabilities by segment 8.089.056 2.936.613 454.164 192.044 334.160 31.608 12.037.645 0 12.037.645 Country of origin of non-current assets Chile Foreign 7.185.897 4.433.953 2.346.351 0 472.454 229.578 300.483 0 599.493 0 403.242 0 11.307.920 4.663.531 0 0 11.307.920 4.663.531 11.619.850 2.346.351 702.032 300.483 599.493 403.242 15.971.451 0 15.971.451 Operating income EBITDA Share in income (loss) of associates Income (expense) from income taxes Assets by segment Equity method investments Total non-current assets 138 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Segments 2013 Arauco ThUS$ Copec ThUS$ Abastible ThUS$ Sonacol ThUS$ Igemar ThUS$ Operating revenues from external customers Inter-segment operating revenues 3.885.161 0 13.738.160 78.826 639.708 6.319 40.517 19.717 156.079 0 Interest income Interest expense 14.829 (176.730) 12.671 (88.779) 1.494 (6.976) 214 (6.996) Interest expense, net (161.901) (76.108) (5.482) Depreciation and amortization and stumpage 408.001 889.099 238.530 381.960 508.457 126.497 Income (loss) from the reporting segment 375.906 Share in income (loss) of associates Income (expense) from income taxes Others ThUS$ Subtotal ThUS$ Elimination ThUS$ Total ThUS$ 18.466.936 107.160 0 (107.160) 18.466.936 0 955 (2.820) 7.311 2.298 0 5.882 233 36.045 (282.068) 0 0 36.045 (282.068) (6.782) (1.865) 6.115 (246.023) 0 (246.023) 84.151 114.763 30.612 43.171 48.792 5.621 3.152 28.185 25.033 (7.703) (5.835) 1.868 912.732 1.583.461 428.161 0 0 0 912.732 1.583.461 428.161 260.520 71.333 30.058 (44.274) 68.870 762.413 0 762.413 4.140 (85.014) 12.588 (91.908) 16.344 (19.797) 0 (7.525) 3.625 10.711 70.099 1.551 106.796 (191.982) 0 0 106.796 (191.982) Investments by segment Incorporations of property, plant and equipment Purchases of other long-term assets Payments to acquire affiliates and associates Purchases of intangible assets Payments to acquire other investments 485.653 166.096 0 3.231 0 155.716 0 0 36.643 0 61.117 0 0 12 0 5.032 0 0 0 0 15.797 0 32.653 0 0 1.337 0 19 7.587 0 724.652 166.096 32.672 47.473 0 0 0 0 0 0 724.652 166.096 32.672 47.473 0 Total investments 654.980 192.359 61.129 5.032 48.450 8.943 970.893 0 970.893 Country of origin of operating revenues Operating revenues - local (Chilean companies) Operating revenues - foreign (foreign companies) 2.562.620 1.322.541 8.169.372 5.568.788 639.708 0 40.517 0 156.079 0 7.311 0 11.575.607 6.891.329 0 0 11.575.607 6.891.329 Total operating revenues 3.885.161 13.738.160 639.708 40.517 156.079 7.311 18.466.936 0 18.466.936 14.493.395 4.688.631 869.320 355.651 768.235 1.193.078 22.368.310 0 22.368.310 349.412 78.277 54.315 0 136.220 352.669 970.893 0 970.893 Liabilities by segment 7.448.855 3.117.206 445.694 204.136 346.984 (14.395) 11.548.480 0 11.548.480 Country of origin of non-current assets Chile Foreign 7.463.823 4.221.251 1.491.992 992.099 757.400 0 345.144 0 608.966 0 604.103 0 11.271.428 5.213.350 0 0 11.271.428 5.213.350 11.685.074 2.484.091 757.400 345.144 608.966 604.103 16.484.778 0 16.484.778 Operating income EBITDA Assets by segment Equity method investments Total non-current assets 139 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 Chile ThUS$ Operating revenues Non-current assets sep-14 sep-14 11.055.936 10.117.050 Chile ThUS$ Operating revenues Non-current assets sep-13 dic-13 11.575.607 10.990.604 Geographical areas Latin America and the caribbean Europe North America ThUS$ ThUS$ ThUS$ 6.415.424 5.471.479 0 0 596.499 382.922 Geographical areas Latin America and the caribbean Europe North America ThUS$ ThUS$ ThUS$ 6.311.575 5.082.897 0 0 Asia and others ThUS$ 579.754 411.277 Total ThUS$ 0 0 Asia and others ThUS$ 18.067.859 15.971.451 Total ThUS$ 0 0 18.466.936 16.484.778 Note: Latin America includes Mexico. 140 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 NOTE 30. BORROWING COSTS The Group capitalizes interest on current investment projects by calculating the average rate of loans dedicated to financing these investment projects. January - September Costs of capitalized interest for property, plant and equipment July - September 2014 ThUS$ 2013 ThUS$ 2014 ThUS$ 2013 ThUS$ 4.53% 4.39% 5.18% 4.35% 19,161 24,433 1,271 2,249 Capitalization rate for costs of capitalized interest for property, plant and equipment Amount of costs of capitalized interest for property, plant and equipment NOTE 31. SUBSEQUENT EVENTS After the closing date of the consolidated financial statements have been reported the following essential facts to the Superintendency of Securities and Insurance (SVS): 1. From Empresas Copec S.A.: 1.1 On October 3, 2014, the following was informed: "The undersigned, acting on behalf of the stock corporation Empresas Copec S.A., hereinafter the “Company”, both residing in Chile’s Metropolitan Region, at “Avenida El Golf No. 150, piso 17, comuna de Las Condes”, a company registered in the Securities Register under No. 0028, and identified by taxpayer No. 90690000-9, with the undersigned being duly authorized, communicates to you the following essential information regarding the Company, its business, its shares or about the offer of them, in accordance with the provisions of Article 9 and paragraph 2 of article 10, both of Act No. 18,045, and the General Rule No. 30 of the Superintendency of Securities and Insurance: 1. On September 29, 2014, Act No. 20,780 was published in the Official Gazette. This Act made several revisions to the current system of income tax and other taxes. One of the major revisions is the progressive increase in the rate of the First Category (the Corporate) Income Tax, reaching 27%, as from the year 2018, in the event that the partially integrated system is applied. If the attributed income system is chosen, the maximum rate would be 25%, as from the year 2017. 2. According to said Act, since Empresas Copec is a stock corporation, as a rule it falls under the partially integrated system, unless a future Meeting of Shareholders agrees to choose the attributed income system. 3. In this regard, in accordance with the International Financial Reporting Standards (IFRS), the Company must recognize immediately in the income statement the impact of such increase in the rate of the First Category Income Tax on the Company’s net liabilities related to deferred taxes. 141 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 4. With the documentation gathered as of this date, and assuming that the partially integrated system will be applied, since no meeting of shareholders has been held that had chosen the attributed income system, it is reported that the increase in net liabilities related to deferred taxes will result in a charge to income of Empresas Copec of approximately US$360 million, only once, which will be included in the financial statements at September 30, 2014. 5. With respect to dividends, the charge to income due to the increase in net liabilities related to deferred taxes will decrease the Company’s net Distributable Income for the year 2014 by approximately US$228 million, because to the previously mentioned US$360 million adjustments must be made in accordance with the policy for calculating the Company’s net distributable income approved by its Board, pursuant to Circular No. 1945 dated 2009 issued by Superintendency of Securities and Insurance. 6. We reiterate that the above calculations have been made on the assumption that the partially integrated system will be applied. If, in the end, a future Meeting of Shareholders of our Company agrees to choose the attributed income system, the relevant adjustments will be made in due course.” 1.2 On October 21, 2014, the following was informed: The undersigned, acting on behalf of the stock corporation Empresas Copec S.A., hereinafter the “Company”, both residing in Chile’s Metropolitan Region, at “Avenida El Golf No. 150, piso 17, comuna de Las Condes”, a company registered in the Securities Register under No. 0028, and identified by taxpayer No. 90690000-9, with the undersigned being duly authorized, communicates to you the following essential information regarding the Company, its business, its shares or about the offer of them, in accordance with the provisions of Article 9 and paragraph 2 of article 10, both of Act No. 18,045, and the General Rule No. 30 of the Superintendency of Securities and Insurance: Through an “Essential Event” sent last October 3, Empresas Copec informed the impacts, on its income, caused by the effect of the increase in the rate of the First Category (the Corporate) Income Tax established in Act No. 20,780 on the Company’s net liabilities related to deferred taxes, in accordance with the provisions of the International Financial Reporting Standards. However, in Circular No. 856 dated October 17, 2014, the Superintendency of Securities and Insurance stated that differences in net liabilities related to deferred taxes resulting from the increase in the rate of the First Category Income Tax should be booked against equity. Therefore, we hereby inform you that, in accordance with the above Circular, the effect on deferred taxes resulting from the increase in the rate of the First Category Income Tax will not impact the income or the calculation of the Company’s net distributable income, but rather it will result in a direct charge of approximately US$ 360 million to equity, which will be included in the financial statements at September 30, 2014. As indicated in our communication of an Essential Event dated last October 3, the above indicated impact on equity has been calculated on the assumption that the partially integrated system will be applied. If in the end a 142 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 future Meeting of Shareholders of the Company agrees to choose the attributed income system, the relevant adjustments will be made in due course.” 2. From the affiliate Celulosa Arauco y Constitución S.A.: 2.1 On October 1, 2014, the following was informed: "The undersigned, acting on behalf of the stock corporation Celulosa Arauco y Constitución S.A., hereinafter either the “Company” or “Arauco”, both residing in Chile’s Metropolitan Region, at “Avenida El Golf No. 150, piso 14, comuna de Las Condes”, a company registered in the Securities Register under No. 42, and identified by taxpayer No. 93458000-1, with the undersigned being duly authorized, communicates to you the following essential information regarding the Company and its business, in accordance with the provisions of Article 9 and paragraph 2 of article 10, both of Act No. 18,045, and the General Rule No. 30 of the Superintendency of Securities and Insurance: On January 14, 2014, the Company informed as Essential Event the assets purchase agreement that Flakeboard America Limited, a subsidiary of Arauco, had entered into with the US company SierraPine in order to acquire three industrial plants for boards located in the United States of America (in the states of California and Oregon) for a price of US$ 107 million, plus a variable amount of up to US$ 13 million in inventories. The above Essential Event also indicated that the performance of the asset purchase agreement was subject to certain conditions precedent. Such conditions included the fact that the United States Department of Justice (DOJ) had to grant permission to said transaction. On October 1, 2014, the Company, together with Sierra Pine, have decided to withdraw the request submitted to the DOJ, because the DOJ has objected to the transaction. As a result, the parties have voluntarily agreed to rescind the above indicated agreement. Arauco believes that this situation will have no significant effects on either the financial position or the operating results of the Company”. 2.2 On October 3, 2014, the following was informed: "The undersigned, acting on behalf of the stock corporation Celulosa Arauco y Constitución S.A., hereinafter either the “Company” or “Arauco”, both residing in Chile’s Metropolitan Region, at “Avenida El Golf No. 150, piso 14, comuna de Las Condes”, a company registered in the Securities Register under No. 42, and identified by taxpayer No. 93458000-1, with the undersigned being duly authorized, communicates to you the following essential information regarding the Company, its business, its shares or about the offer of them, in accordance with the provisions of Article 9 and paragraph 2 of article 10, both of Act No. 18,045, and the General Rule No. 30 of the Superintendency of Securities and Insurance: 1. On September 29, 2014, Act No. 20,780 was published in the Official Gazette. This Act made several revisions to the current system of income tax and other taxes. One of the major revisions is the progressive increase in the 143 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 rate of the First Category (the Corporate) Income Tax for business years 2014, 2015, 2016, 2017, 2018 and onwards, with the rate increasing to 21%, 22.5%, 24%, 25.5% and 27%, respectively, if the partially integrated system is applied, Or, for the business years 2014, 2015, 2016, 2017 and onwards, with the rate increasing to 21%, 22.5%, 24%, and 25.5%, respectively, in the event that the attributed income system is chosen. 2. According to said Act, in the case of Arauco, as a rule it falls under the partially integrated system, unless a future Meeting of Shareholders agrees to choose the attributed income system. 3. On the other hand, in accordance with the International Financial Reporting Standards (IFRS), the Company must recognize immediately in the income statement the impact of the progressive increase in the rate of the First Category (the corporate) Income Tax for business years 2014 to 2018. Therefore, Arauco must record at September 30, 2014 the effect of the increase in the rate of the First Category (the corporate) Income Tax on the deferred taxes of the Company. 4. With respect to the preceding paragraphs, and based on the fact that the partially integrated system must be applied since no meeting of shareholders has been held that has chosen the attributed income system, it is informed that, to date, the estimated effect on Arauco and its Chilean subsidiaries associated with deferred taxes is a charge to income of approximately US$ 292 million. 5. In addition, assuming that the partially integrated system will be applied, the charge to income due to the increase in net liabilities related to deferred taxes will decrease the Company’s net Distributable Income for the year 2014 by approximately US$160 million, because to the previously mentioned US$292 million adjustments must be made in accordance with the policy for calculating the Company’s net distributable income approved by its Board, pursuant to Circular No. 1945 dated 2009 issued by Superintendency of Securities and Insurance. 6. “We reiterate that the above calculations have been made on the assumption that the partially integrated system will be applied. If, in the end, a future Meeting of Shareholders of our Company agrees to choose the attributed income system, the relevant adjustments will be made in due course.” 2.3 On October 21, 2014, the following was informed: "The undersigned, acting on behalf of the stock corporation Celulosa Arauco y Constitución S.A., hereinafter either the “Company” or “Arauco”, both residing in Chile’s Metropolitan Region, at “Avenida El Golf No. 150, piso 14, comuna de Las Condes”, a company registered in the Securities Register under No. 42, and identified by taxpayer No. 93458000-1, with the undersigned being duly authorized, communicates to you the following essential information regarding the Company, its business, its shares or about the offer of them, in accordance with the provisions of Article 9 and paragraph 2 of article 10, both of Act No. 18,045, and the General Rule No. 30 of the Superintendency of Securities and Insurance: In a communication of an “Essential Event” sent last October 3, Arauco informed the estimated impacts, on its income, caused by the effect of the increase in the rate of the First Category (the Corporate) Income Tax established in Act No. 20,780 on the Company’s net liabilities related to deferred taxes, in accordance with the provisions of the International Financial Reporting Standards. 144 Empresas Copec S.A.- Interim Consolidated Financial Statements as of September 2014 However, in Circular No. 856 dated October 17, 2014, the Superintendency of Securities and Insurance stated that differences between assets and liabilities related to deferred taxes resulting from the increase in the rate of the First Category Income Tax should be booked against equity. Therefore, we hereby inform you that, in accordance with the above Circular, the effect on deferred taxes resulting from the increase in the rate of the First Category Income Tax will not impact the income or the calculation of the Company’s net distributable income, but rather it will result in a direct charge of approximately US$ 292 million to equity, which will be included in the financial statements at September 30, 2014. As indicated in our Essential Event dated last October 3, the above indicated impact on equity has been calculated on the assumption that the partially integrated system will be applied. If a future Meeting of Shareholders of the Company agrees to choose the attributed income system, the relevant adjustments will be made in due course.” Finally, it should be noted that the basis ordered in the above Circular applies only to the financial statements to be filed with the Chilean Superintendency of Securities and Insurance. For those financial statements to be filed with the Securities and Exchange Commission (SEC) of the United States of America, the basis ordered by Circular No. 856 does not apply". Subsequent to September 30, 2014 and until the date of issuance of these financial statements, there have been no other financial or other events to report. 145