U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM20-F

 

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

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

For the fiscal year ended December 31, 20162018

OR

 

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

OR

 

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

Date of event requiring this shell company report

For the transition period fromto

Commission file number001-35991

 

 

GRAÑA Y MONTERO S.A.A.

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Av. Paseo de la República 4667

Surquillo

Lima 34, Peru

(Address of principal executive offices)

Daniel Urbina Pérez, Chief Legal Officer

Tel.011-51-1-213-6565

relacion.inversionistas@gym.com.pe

Av. Paseo de la República 4667

Surquillo

Lima 34, Peru

(Name, telephone,e-mail and/or facsimile number and address of company contact person)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Shares, par value s/.1.00 per share,

American Depositary Shares, each representing five

Common Shares

 

New York Stock Exchange*

New York Stock Exchange

 

*

Not for trading purposes, but only in connection with the registration on the New York Stock Exchange of the American Depositary Shares representing those common shares.

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation

pursuant to Section 15(d) of the Act:

None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

At December 31, 2016

2018
  660,053,790729,434,192 shares of common stock

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ☐    No   ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ☐    No   ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☐    No   ☒

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive data filedInteractive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T 203.405232.405 of this chapter) during the preceding 12 months (or for such othershorter period that the Registrant was required to submit and post such files).     Yes       No   ☐ Note: Not required for Registrant.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☒

  Accelerated filer  ☐ Non-accelerated filer  ☐ Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

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

 

U.S. GAAP   ☐

 

International Financial Reporting 

Standards as issued

by the International

Accounting Standards Board  ☒

  Other   ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17   ☐    Item 18   ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes   ☐    No   ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes   ☐    No   ☐

 

 

 


Explanatory Note

This is the company’s annual report on Form20-F for the year ended December 31, 2016. As the company disclosed on a Form6-K furnished on May 17, 2017, the company was previously unable to file this annual report on Form20-F within the prescribed time period because the company was carrying out additional procedures in connection with the finalization of its consolidated financial statements and the assessment of its internal control over financial reporting as of and for the year ended December 31, 2016 related to its association with affiliates of Odebrecht S.A. in certain projects in Peru. Additionally, on January 24, 2017, the Peruvian government terminated the concession of Gasoducto Sur Peruano S.A., a consortium controlled and operated by Odebrecht affiliates in which the company held a minority investment, due to a failure of the consortium to obtain the required project financing by the stipulated deadline. The termination of the concession, despite the government compensation contemplated under the concession contract, has had a material impact on the consolidated financial results and backlog of the company, which has been under review due to the complexity in the accounting for the concession and expected government compensation.

In addition, as the company disclosed on Form6-Ks furnished on October 5, 2017 and November 3, 2017, the company and its former auditor determined that the former auditor was not independent of the company with respect to the fiscal year 2016 as a consequence ofnon-audit services provided by it to the company beginning in the fourth quarter of fiscal year 2016. The services relate to the company’s testing of internal controls in accordance with the Sarbanes-Oxley Act. As a result, the company and its former auditor mutually agreed on October 4, 2017 to the company’s dismissal of the former auditor with respect to the company’s consolidated financial statements for the fiscal year 2016. A shareholders’ meeting of the company held on November 2, 2017 appointed Moore Stephens SCAI S.A. (“Moore Stephens”) as the new independent auditor for the fiscal year 2016.

Subsequently, on or about March 23, 2018, the former auditor informed the company that it would not authorize the use of its 2015 audit opinion without conducting substantial additional procedures, which represented a difference in understanding from what the company had since October 2017 when the company dismissed the former auditor as the company’s auditor for the 2016 fiscal year. The former auditor could not give any assurance as to when it could complete such additional procedures. To avoid further delay in filing this annual report, on April 17, 2018, the Audit and Process Committee of the company appointed Moore Stephens tore-audit the 2015 fiscal year, and the shareholders’ meeting of the company held on May 14, 2018 ratified the appointment. The previously issued consolidated financial statements of the company for the 2015 fiscal year (and the related audit opinion) included in the company’s annual report on Form20-F for the year ended December 31, 2015 should not be relied upon. The restatement of the 2015 fiscal year has resulted in certain significant changes to the company’s consolidated financial statements. For more information on the effects of the restatement, see note 2.30 to the company’s consolidated financial statements included in this annual report.

These changes of auditor and the subsequentre-audit and audit of the company’s consolidated financial statements for the fiscal years 2015 and 2016, respectively, caused further delay in the filing of this annual report.

For more information, see “Item 5.A. Operating and Financial Review and Prospects—Recent Developments” and “Item 16.F. Change in Registrant’s Certifying Accountant” of this annual report.


TABLE OF CONTENTS

 

   Page 

PART I INTRODUCTIONI. 

   1 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

   56 

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

   56 

ITEM 3.

KEY INFORMATION

   56 

A.

A. Selected Financial Data

   56 

B.

B. Capitalization and Indebtedness

   1614 

C.

C. Reasons for the Offer and Use of Proceeds

   1614 

D.

D. Risk Factors

   1714 

ITEM 4.

INFORMATION ON THE COMPANY

   3836 

A.

A. History and Development of the Company

   3836 

B.

B. Business Overview

   3937 

C.

C. Organizational Structure

   9887 

D.

D. Property, Plant and Equipment

   10089 

ITEM 4A.

UNRESOLVED STAFF COMMENTS

   10189 

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   10189 

A.

A. Operating Results

   10190 

B.

B. Liquidity and Capital Resources

   131116 

C.

C. Research and Development, Patents and Licenses, Etc.

121

D.

Trend Information121

E.

Off-Balance Sheet Arrangements125

F.

Tabular Disclosure of Contractual Obligations125

G.

Safe Harbor126

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES126

A.

Directors and Senior Management126

B.

Compensation132

C.

Board Practices133

D.

Employees135

E.

Share Ownership137

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS137

A.

Major Shareholders137

B.

Related Party Transactions   138 

C.

D. Trend InformationInterests of Experts and Counsel

   139 

ITEM 8.

E.Off-Balance Sheet ArrangementsFINANCIAL INFORMATION

   143139 

A.

F. Tabular Disclosure of Contractual ObligationsConsolidated Statements and Other Financial Information

   143139 

B.

G. Safe HarborSignificant Changes

   143141 

ITEM 9.

ITEM 6. DIRECTORS, SENIOR MANAGEMENTTHE OFFER AND EMPLOYEESLISTING

   143141 

A.

A. DirectorsOffer and Senior ManagementListing Details

   143141 

B.

B. CompensationPlan of Distribution

   150142 

C.

C. Board PracticesMarkets

   151142 

D.

Selling Shareholders144

E.

Dilution144

F.

Expenses of the Issue144

ITEM 10.

ADDITIONAL INFORMATION144

A.

Share Capital144

B.

Memorandum and Articles of Association144

C.

Material Contracts147

D. Employees

Exchange Controls148

E.

Taxation148

F.

Dividends and Paying Agents   153 

G.

Statement by Experts153

H.

E. Share OwnershipDocuments on Display153

I.

Subsidiary Information154

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK154

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   155 

A.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSDebt Securities

   155 

B.

Warrants and Rights155

i


C.

A. Major ShareholdersOther Securities

   155 

D.

B. Related Party TransactionsAmerican Depositary Shares

   156155 

C. Interests of Experts and Counsel.

158

ITEM 8. FINANCIAL INFORMATION

158

A. Consolidated Statements and Other Financial Information.

158

B. Significant Changes.

160

ITEM 9. THE OFFER AND LISTING

160

A. Offer and Listing Details

160

ii


B. Plan of Distribution

162

C. Plan of Distribution

162

D. Markets

162

E. Selling Shareholders

164

F. Dilution

164

G. Expenses of the Issue

164

ITEM 10. ADDITIONAL INFORMATION

164

A. Share Capital

164

B. Memorandum and Articles of Association

164

C. Material Contracts

168

D. Exchange Controls

168

E. Taxation

169

F. Dividends and Paying Agents

173

G. Statement by Experts

173

H. Documents on Display

173

I. Subsidiary Information

174

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

174

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

174

A. Debt Securities

175

B. Warrants and Rights

175

C. Other Securities

175

D. American Depositary Shares

175

PART II.

   176157 

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

   176157 

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

   177158 

ITEM 15.

CONTROLS AND PROCEDURES

   177158 

A.

A. Disclosure Controls and Procedures

   177158 

B.

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

   177158 

C.

C. Attestation Report of the Registered Public Accounting Firm

   180160 

D.

D. Changes in Internal Control Over Financial Reporting

   181160 

ITEM 16. [RESERVED]

[RESERVED]

   181161 

ITEM 16A.

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

   181161 

ITEM 16B.

ITEM 16B CODE OF BUSINESS CONDUCT AND ETHICS

   181161 

ITEM 16C.

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

   182162 

ITEM 16D.

ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   182163 

ITEM 16E.

ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   182163 

ITEM 16F.

ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

   183163 

ITEM 16G.

ITEM 16G CORPORATE GOVERNANCE

   184164 

ITEM 16H.

ITEM 16H MINE SAFETY DISCLOSURE

   185165 

iii


ITEM 17.

FINANCIAL STATEMENTS

   185165 

ITEM 18.

FINANCIAL STATEMENTS

   185165 

ITEM 19.

EXHIBITS

   185165 

 

ivii


PART II.

INTRODUCTION

Certain Definitions

All references to “we,” “us,”“we”, “us”, “our”, “our” “our company,” company”, “the group” and “Graña y Montero” in this annual report are to Graña y Montero S.A.A., a publicly-held corporation (sociedad anóanónima abierta) organized under the laws of Peru. In this annual report, we refer to our principal subsidiaries, joint operations, joint ventures and associated companies as follows: (i) in our Engineering and Construction (E&C) segment: GyM S.A. as “GyM”; Stracon GyM S.A. as “Stracon GyM”; Vial y Vives—DSD S.A. as “Vial y Vives—DSD”; GMI S.A. as “GMI”; Morelco S.A.S. as “Morelco”; (ii) in our Infrastructure segment: Norvial S.A. as “Norvial”; Survial S.A. as “Survial”; Concesión Canchaque S.A. as “Canchaque”; GyM Ferrovías S.A. as “GyM Ferrovías”; Concar S.A. as “Concar”; Concesionaria La Chira S.A. as “La Chira”; GMP S.A. as “GMP”; Gasoducto Sur Peruano S.A. (investee) as “GSP”; Concesionaria Chavimochic S.A.C. (investee) as “Chavimochic”;and (iii) in our Real Estate segment: Viva GyM S.A. as “Viva GyM”; Inmobiliaria Almonte S.A.C. as “Almonte”; and (iv) in our Technical Services segment, CAM ChileConcar S.A. as “CAM”; Adexus S.A. as “Adexus.“Concar. We discuss GSP and Chavimochic in our Infrastructure segment in this annual report, however, as investees, their results are not presented within the Infrastructure segment in our consolidated financial statements. For more information on our subsidiaries, joint operations, joint ventures or associated companies, see notes 5a, 5c6a, 6c and 1516 to our audited annual consolidated financial statements included in this annual report.

The GSP gas pipeline concession of Gasoducto Sur Peruano S.A. (“GSP”) was terminated on January 24, 2017, and, as a result, we recognized impairmentimpairments with respect to our investment in GSP and our participation in the related construction consortium (Consorcio Constructor Ductos del Sur)Sur, or “CCDS”). Both GSP and CCDS are in the process of being liquidated. Additionally, we have recently sold certain assets and businesses, including: on April 24, 2017, we soldthe sale of our interest in Compañía Operadora de Gas del Amazonas (“COGA”), and; on June 6, 2017, we soldthe sale of our interest in GMD S.A. (“GMD”). On; on April 11, 2018, we soldthe sale of our interest in Stracon GyM.GyM S.A. (“Stracon GyM”); and, on December 4, 2018, the sale of our interest in CAM Chile S.A. (“CAM”) and CAM Servicios del Perú S.A. (“CAM Servicios”). In addition, we are in the process of marketing for sale our subsidiary Adexus S.A. (“Adexus”). For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.” Beginning on April 1, 2017, we have transferred Concar from our Technical Services segment to our Infrastructure segment.

The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; the term “sol” and the symbol “S/.” refer to the legal currency of Peru; the term “Chilean peso” and the symbol “CLP” refer to the legal currency of Chile; and the term “Colombian peso” and the symbol “COP” refer to the legal currency of Colombia.

Presentation of Financial Information

Our consolidated financial statements included in this annual report have been prepared in soles and in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). Our annual consolidated financial statements as of December 31, 2017 and 2018 and for the years ended December 31, 20152016, 2017 and 20162018 have been audited by Moore Stephens in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our annual consoldiated financial statements for the years ended December 31, 2012, 2013 and 2014 have been audited by Gaveglio, Aparicio y Asociados S.C. de R.L., a member firm of PricewaterhouseCoopers. For more information, see “Item 16.F. Change in Registrant’s Certifying Accountant.”

Our consolidated financial statements for the year ended December 31, 20152017 included in this annual report have been restated. In our consolidated financial statements included in our annual report on Form20-F for the year ended December 31, 2017, we inadvertently presented the gain on the sale of GMD under “Gain from the sale of investments” in error and, accordingly, we have restated our 2017 income statement and the related notes to reflect GMD as a discontinued operation. The previously issued consolidated financial statements of the company for the 20152017 fiscal year (and the related audit opinion) included in the company’s annual report on Form20-F for the year ended December 31, 20152017 should not be relied upon. The restatement of the 2015 fiscal year has resulted in certain significant changes to the company’s consolidated financial statements. For more information, see note 2.302.31 to the company’sour audited annual consolidated financial statements included in this annual report.

We manage our business in fourthree segments: Engineering and Construction (E&C); Infrastructure; and Real Estate;Estate. Prior to December 31, 2017, in addition to the foregoing segments, we had a Technical Services segment. However, we transferred Concar from this segment to our Infrastructure segment beginning on April 1, 2017; on June 6, 2017, we sold our interest in our former technical services subsidiary, GMD; and Technical Services.we are in the process of marketing for sale Adexus, our other technical services subsidiary. The historical segment financial information included in this annual report has been adjusted accordingly. For information on our results of operations per ourby business segments,segment, see note 7 to our audited annual consolidated financial statements.statements included in this annual report.

As a result of the sale of GMD on June 6, 2017, we present GMD as a discontinued operation in our audited annual consolidated financial statements for the years ended December 31, 2017 and 2018. We have reclassified our consolidated financial statements for the year ended December 31, 2016, and selected financial information for the years ended December 31, 2014 and 2015, included in this annual report, to show GMD as a discontinued operation. In addition, (i) on December 4, 2018, we sold our interests in each of CAM and CAM Servicios, (ii) on April 11, 2018, we sold our interest in Stracon GyM, and (iii) we are in the process of marketing for sale our subsidiary Adexus. As a result, we present CAM, CAM Servicios and Stracon GyM as discontinued operations, and Adexus as an investment held for sale, in our audited annual consolidated financial statements for the year ended December 31, 2018. We have reclassified our consolidated financial statements for the years ended December 31, 2016 and 2017, and the selected financial information for the years ended December 31, 2014 and 2015, included in this annual report to show CAM, CAM Servicios and Stracon GyM as discontinued operations and Adexus as an investment held for sale. We have also revised prior backlog data included in this annual report to exclude the presentation of entities that are presented as discontinued operations.

We requested that the staff of the U.S. Securities and Exchange Commission (the “SEC”) grant relief from the financial statement filing requirements of Rule3-09 of RegulationS-X (“Rule3-09”)pursuant to Section 2430 of the Division of Corporation Finance Financial Reporting Manual, with respect to our investment in GSP. We have requested this relief because we believeThe SEC has not granted our company’s waiver request and, as a result, our company is required to file with the burden of producingSEC separate financial statements for GSP for 2015, 2016 and 2017, with 2016 being audited. However, it is currently impracticable for our company to comply with this requirement, because the audit opinion that was issued with respect to GSP’s 2016 financial statements included a disclaimer, our company’s loss of significant influence over GSP, and GSP’s limited management as of and for the year ended December 31, 2016 would outweigh their limited utility to the company’s investors. In particular, suchentity is in insolvency proceedings. We believe that GSP’s financial statements would not provide additional material information to investors. However, we cannot assure you that that the SEC will not take actions against our investors that iscompany relating to ournon-compliance, among other matters, in the event of a capital raise, our company may be temporarily unable to have a registration statement for a public offering of securities in the United States declared effective by the SEC. For more information, see “Item 3.D. Key Information—Risk Factors—Risks Related to our Company—we are not already includedfully compliant with our reporting requirements under the Exchange Act because of our inability to provide audited financial statements for GSP in accordance with Rule3-09 . For more information on GSP, see notes 5(e), 5(f) and 16 to our ownaudited annual consolidated financial statements as of and for the year ended December 31, 2016. This request for relief is pending.included in this annual report.

Non-IFRS Data

In this annual report, we present EBITDA, anon-GAAP financial measure. Anon-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present EBITDA because we believe it provides readers with a supplemental measure of the financial performance of our core operations that facilitatesperiod-to-period comparisons on a consistent basis. Furthermore, we regularly present EBITDA in our filings with the Lima Stock Exchange in Peru. Our management uses EBITDA, among other measures, for internal planning and performance measurement purposes. We believe that EBITDA is useful in evaluating our operating performance compared to other companies operating in our sectors because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. EBITDA should not be construed as an alternative to net profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. For our definition of EBITDA and a reconciliation of EBITDA to the most directly comparable IFRS financial measure, see “Item 3.A. Key Information—Selected FinancialData—Non-GAAP Financial Measure and Reconciliation.”

Currency Translations

Our consolidated financial statements are prepared in soles. For a description of our translation of amounts in currencies other than soles in our consolidated financial statements, see note 2.4 to our audited annual consolidated financial statements.statements included in this annual report.

We have translated some of the soles amounts contained in this annual report into U.S. dollars and some U.S. dollars amounts contained in this annual report into soles, for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate soles amounts to U.S. dollars and U.S. dollars amounts into soles was S/.3.36.3.379 to US$1.00, which was the exchange rate reported for December 31, 20162018 by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y AFPs, or “SBS”). We present our backlog in U.S. dollars. For contracts denominated in soles or other local currencies, amounts have been converted into U.S. dollars based on the exchange rate published by the SBS on December 31 of the corresponding year. When we present our ratios of backlog and revenues in this annual report, we similarly convert our revenues, which are reported in soles, into U.S. dollars based on the exchange rate reported for December 31 of the corresponding year. For conversions of macroeconomic indicators (particularly in “Item 5.D. Operating and Financial Review and Prospects—Trend Information” in this annual report), average annual exchange rates for the currencies of each of the countries addressed are used. The Federal Reserve Bank of New York does not report a noon buying rate for soles. The U.S. dollar equivalent information presented in this annual report is provided solely for convenience of the reader and should not be construed as implying that the soles or other currency amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3.A. Key Information—Selected Financial Data—Exchange Rates” for information regarding historical exchange rates of soles to U.S. dollars.

Rounding

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

Backlog

This annual report includes our backlog for our Engineering and Construction, Infrastructure and Real Estate and Technical Services segments. We do not include backlog in this annual report in our Infrastructure segment for: (i) our Norvial toll road concession because its revenues from the concession are derived from toll fees charged to vehicles using the highway, and, as a result, such revenues are dependent on vehicular traffic levels; and (ii) our Energy line of business because: (a) itsour revenues from hydrocarbon extraction services are dependent on the amounts of oil and gas we produce and market prices, which fluctuate significantly; (b) our revenues from our gas processing plant are dependent on the amount of gas we process and market prices for natural gas liquids, which fluctuate significantly; and (c) our revenues from our fuel storage terminal operation partially depend on the volume of fuel dispatched; and (iii) COGA, which is not consolidated because it was jointly controlled, and which we sold on April 24, 2017.dispatched. When we present backlog on a segment basis, we do not include eliminations that are included in our consolidated backlog. Backlog is not a measure defined by IFRS, and our methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog. Backlog is not audited. We have revised prior backlog data included in this annual report to exclude the presentation of entities that are presented as discontinued operations. For our definition of backlog, see “Item 4.B. Information on the Company—Business Overview—Backlog.” See also “Item 3.D. Key Information—Risk Factors—Risks Related to our Company—Our backlog and our ratio of historical backlog to revenues may not be reliable indicators of future revenues or profit.”

The GSP gas pipeline concession was terminated on January 24, 2017, which had a significant impact on our backlog for our E&C and our consolidated backlog. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Reserves Estimates

This annual report includes our estimates for proved reserves in Blocks I and V, where GMP provides hydrocarbon extraction services to, and Blocks III and IV, where GMP extracts hydrocarbon under license agreements with, Perupetro S.A. (“Perupetro”). These reserves estimates were prepared internally by our team of engineers and have not been audited or reviewed by any independent external engineers. For further information on these reserves estimates, see “Item 3.D. Key Information—RightsRisks Relating to Our Company – Additional Risks Related to our Infrastructure Business” and “Item 4.B. Information on the Company—Business Overview—Infrastructure—Principal Infrastructure Lines of Business—Energy—Oil and Gas Production.”

Market Information

We make estimates in this annual report regarding our competitive position and market share, as well as the market size and expected growth of the engineering and construction, infrastructure and real estate and technical services industries in Peru and elsewhere in Latin America. We have made these estimates on the basis of our management’s knowledge and statistics and other information, which we believe to be the most recently available as of the date of this annual report, from government agencies, industry professional organizations, industry publications and other sources. While we believe these estimates to be accurate as of the date of this annual report, we have not independently verified the data from third-party sources and our internal data has not been verified by any independent source. In addition, our former director, Hugo Santa María Guzmán, is a partner in APOYO Consultoría, and Roberto Abusada Salah, a director of the company, GMP and GyM, is a director of the Peruvian Economy Institute. We paid Great Place to Work® Institute, (“Great Place to Work”), a human resources consulting, research and training firm, for our employees to participate in their market survey referenced in this annual report (Copyright© 20162018 Great Place to Work® Institute, Inc. All rights reserved.). In this annual report we present gross domestic product (“GDP”) both on a nominal and real basis. Real GDP is nominal GDP adjusted to exclude the effect of inflation. Unless otherwise indicated, references to GDP are to real GDP.

Measurements and Other Data

In this annual report, we use the following measurements:

 

“m” means one meter, which equals approximately 3.28084 feet;

 

“m2” means one square meter, which equals approximately 10.7630 square feet;

 

“km” means one kilometer, which equals approximately 0.621371 miles;

 

“hectare” means one hectare, which equals approximately 2.47105 acres;

 

“tonne” means one metric ton, which equals approximately 2,204.6 pounds;

 

“bbl” or barrel of oil means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters;

“boe” means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters, determined using the ratio of 5,658 cubic feet of natural gas to one barrel of oil;

 

“cf” means one cubic foot;

 

“M,” when used before bbl, boe or cf, means one thousand bbl, boe and cf, respectively;

 

“MM,” when used before bbl, boe or cf, means one million bbl, boe and cf, respectively;

 

“MW” means one megawatt, which equals one million watts; and

 

“Gwh” means one gigawatt hour, which equals one billion watt hours.

In this annual report, we use the term accident incident rate with respect to our E&C segment, which is calculated as the number of injuries divided by the total number of hours worked by all full-time employees of our E&C segment during the relevant year divided by 200,000 (which reflects 40 hours worked per week in a50-week year by 100 equivalent full-time workers).

Forward-Looking Statements

This annual report contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3.D. Key Information—Risk Factors,” which may cause our actual results, performance or achievements to differ materially from the forward-looking statements that we make.

Forward-looking statements typically are identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “project,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Any or all of our forward-looking statements in this annual report may turn out to be inaccurate. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including, among others:

 

the impact on our business reputation from our association with Odebrecht S.A. (“Odebrecht”) affiliates in Peru;

 

the potential effects of investigations of our company and of certain of our former directors and executive officers, or any future investigations, regarding corruption or other illegal acts;

 

uncertainty with regards to the timing and amount of the government payment we are entitled to receive in connection with the termination of the GSP pipeline concession;

 

defaults under

our ability to comply with the covenants in our debt instruments arising from certain financial covenants and our failure to deliveror obtain waivers in the company’s audited consoldiated financial statements for the 2016 and 2017 fiscal years on time;event ofnon-compliance;

 

our ability to consummate asset sales on favorable terms on a timely basis, or at all;

 

the effects on our business of having certain restrictions imposed on groups that have been convicted of, or have admitted to, corruption;

the potential impact of the class action civil suit against theour company and certain of our former directors and our former and current executive officers;

 

global macroeconomic conditions, including commodity prices;

 

economic, political and social conditions in the markets in which we operate, particularly in Peru, including the resignation of former President Pedro Pablo Kuczynski in March 2018 following corruption allegations;

 

political conflicts and deadlocks in Peru between the Peruvian Congress and the executive branch;

 

major changes in Peruvian government policies at the national, regional or municipal levels, including in connection with infrastructure concessions, investments in infrastructure and affordable housing subsidies;

 

social conflicts in Peru that disrupt infrastructure projects, particularly in the mining sector;

 

interest rate fluctuation, inflation and devaluation or appreciation of the sol in relation to the U.S. dollar (or other currencies in which we receive revenue);

our backlog may not be a reliable indicator of future revenues or profit;

 

the level of capital investments and financings available for infrastructure projects of the types that we perform, both in the private and public sectors;

 

competition in our markets, both from local and international companies;

 

performance under contracts, where a failure to meet schedules, cost estimates or performance targets on a timely basis could result in reduced profit margins or losses and impact our reputation;

developments, some of which may be beyond our control, that affect our reputation in our markets, including a deterioration in our safety record;

 

industry-specific operational risks, such as operator errors, mechanical failures and other accidents;

 

availability and costs of energy, raw materials, equipment and labor;

 

our ability to obtain financing on favorable terms, including our ability to obtain performance bonds and similar financings; required in the ordinary course of our business;

 

our ability to attract and retain qualified personnel;

 

our ability to enter into joint operations, and rules involved in operating under joint operation or similar arrangements;

 

our exposure to potential liability claims and contract disputes, including as a result of environmental damage alleged to have been caused by our operations;

 

our and our clients’ compliance with environmental, health and safety laws and regulations, and changes in government policies and regulations in the countries in which we operate;

 

negotiations of claims with our clients of cost and schedule variances and change orders on major projects;

 

delays in client payments, and increased financing costs for working capital resulting from those delays;

 

volatility in global prices of oil and gas;

 

the cyclical nature of some of our business segments;

 

limitations on our ability to operate our concessions profitably, including changes in traffic patterns, and limitations on our ability to obtain new concessions;

 

our ability to accurately estimate the costs of our projects;

 

changes in real estate market prices, customer demand, preference and purchasing power, and financing availability and terms;

 

our ability to obtain zoning and other license requirements for our real estate development;

 

changes in tax laws;

 

natural disasters, severe weather or other events that may adversely impact our business; and

 

other factors identified or discussed under “Item 3.D. Key Information—Risk Factors.”

The forward-looking statements in this annual report represent our expectations and forecasts as of the date of this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this annual report.

Item 1.ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

Item 2.ITEM 2.

OFFER STATISTICS ANDEXPECTEDAND EXPECTED TIMETABLE

Not applicable.

 

ItemITEM 3.

KEY INFORMATION

KEY INFORMATIONA.

Selected Financial Data

A. Selected Financial Data

The following selected consolidated financial data should be read together with “Part I. Introduction —Introduction. Presentation of Financial Information,” “Item 5. Operations and Financial Review and Prospects” and our audited annual consolidated financial statements included in this annual report.

The following selected financial data as of December 31, 20152017 and 20162018 and for the years ended December 31, 2014, 20152016, 2017 and 20162018 have been derived from our audited annual consolidated financial statements included in this annual report. The following selected financial data as of December 31, 2012, 20132014, 2015 and 20142016 and for the years ended December 31, 20122014 and 20132015 have been derived from our audited annual consolidated financial statements not included in this annual report. Our annual consolidated financial statements for the years ended December 31, 20152016, 2017 and 20162018 have been audited by Moore Stephens in accordance with the standards of the Public Company Accounting Oversight Board (United States). For more information, see “Item 16.F. Change in Registrant’s Certifying Accountant.” Our consolidated financial statements for the year ended December 31, 20152017 included in this annual report have been restated. The previously issuedIn our consolidated financial statements of the company for the 2015 fiscal year (and the related audit opinion) included in the company’sour annual report on Form20-F for the year ended December 31, 2015 should not be relied upon. The restatement2017, we inadvertently presented the gain on the sale of GMD under “Gain from the 2015 fiscal year has resultedsale of investments” in certain significant changeserror and, accordingly, we have restated our 2017 income statement and the related notes to the company’s consolidated financial statements.reflect GMD as a discontinued operation. For more information, on the effects of the restatement, see note 2.302.31 to the company’sour audited annual consolidated financial statements included in this annual report.

 

  Year ended   For the year ended December 31, 
  2012 2013 2014 2015
Restated
 2016(1) 2016(1)   2014 2015 2016(1) 2017
Restated
 2018 2018 
    (in millions of S/.)     (in millions
of US$)(3)
     (in millions of S/.)     (in millions of
US$)(2)
 

Income Statement Data:(2)

              

Revenues

   5,231.9 5,967.5 7,008.7 7,815.5 6,469.6  1,925.5    4,861.0  5,542.3  4,137.3  4,014.0  3,899.5  1,154.0 

Cost of sales

   (4,519.8 (4,963.4 (6,057.1 (7,165.5 (5,866.2 (1,745.9   (4,212.5 (5,210.6 (3,821.2 (3,511.6 (3,225.0 (954.4
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Gross profit

   712.1 1,004.1 951.6 650.0 603.4  179.6    648.5  331.7  316.1  502.5  674.5  199.6 

Administrative expenses

   (257.2 (361.8 (421.4 (413.4 (399.4 (118.9   (298.4 (291.3 (278.3 (322.5 (278.4 (82.4

Other income and expenses, net (4)(3)

   75.9 26.0 15.2 57.4 (12.6 (3.8   5.2  18.3  (21.9 (33.3 (61.2 (18.1

Profit (losses) from sale of investments

   —    5.7  —    (8.3 46.3  13.8    2.1   —     46.3  34.5   —      —    

Other (expenses) income, net

   (0.3 (0.7 (0.1 (0.1 (0.7 (0.2   (0.1 0.3  (0.5 0.5   —      —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

   530.6 673.4 545.3 285.6 237.1  70.6    357.3  58.4  61.8  181.7  334.7  99.1 

Financial (expense) income, net(5)(3)

   (10.3 (112.4 (91.4 (138.7 (210.8 (62.7   (58.3 (97.7 (179.8 (137.0 (197.1 (58.3

Share of the profit and loss obtained from associates and joint ventures under the equity method of accounting

   0.6 33.6 53.4 7.7 (589.7 (175.5   52.9  24.4  (590.1 0.5  (3.7 (1.1
  

 

  

 

  

 

  

 

  

 

  

 

 

Profit before income tax

   520.8 594.5 507.4 154.6 (563.4 (167.7   351.9  (14.9 (708.1 45.1  133.9  39.6 

Income tax

   (154.6 (182.3 (146.2 (99.0 111.8  33.3    (104.3 (78.7 152.2  (46.3 (113.3 (33.5

Profit from continuing operations

   247.6  (93.5 (556.0 (1.2 20.6  6.1 

Profit from discontinued operations

   113.7 149.1  104.4  210.4  36.8  10.9 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net profit

   366.3 412.1 361.2 55.6 (451.6 (134.4   361.2  55.6  (451.6 209.2  57.4  17.0 

Net profit (loss) attributable to controlling interest(6)

   290.0 320.0 299.7 7.1 (509.7 (151.7

Net profit (loss) attributable tonon-controlling interest(6)

   76.3 92.1 61.5 48.5 58.1  17.3 
  

 

  

 

  

 

  

 

   

Net profit (loss) attributable to controlling interest(4)

   299.7  7.1  (509.7 148.7  (83.2 (24.6

Net profit (loss) attributable tonon-controlling interest(4)

   61.5  48.5  58.1  60.5  140.6  41.6 

 

(1)

For the effects on our results of operations for 2016 resulting from the termination of the GSP gas pipeline concession, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”Developments” and notes 5(e), 5(f), and 16 to our audited annual consolidated financial statements included in this annual report. In particular, we recognized an impairment to our investment in GSP of S/.593.1 million in 2016, which is recorded in Share of the profit and loss obtained from associates and joint ventures under the equity method of accounting.

(2)Includes the results of operations of Vial y Vives since October 2012, DSD since August 2013, Morelco since January 2015 and Adexus which began consolidating in August 2016. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting our Results of Operations—Acquisitions.”
(3)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(4)(3)Includes the reversal of provisions associated with our acquisition of CAM in February 2011. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting Our Results of Operations—Acquisitions” and notes 28 and 22 to our audited annual consolidated financial statements.
(5)In 2013, 2014, 2015 and 2016 we had higher

Reflects exchange losses due to the depreciation of the sol against the U.S. dollar and our higher U.S. dollar denominated liability.liabilities. For more information, see note 2628 to our audited annual consolidated financial statements.statements included in this annual report.

(6)(4)

We consolidate the results of our subsidiaries in our financial statements and we reflect the profit corresponding to the minority interests in our subsidiaries under “net profit attributable tonon-controlling interests” in our income statement. With respect to our joint operations, we recognize in our consolidated financial statements the revenue and expenses, including our share of any asset, liability, revenue or expense we hold jointly with partners. We reflect the results of our associated companies under the equity method of accounting in our consolidated financial statements under the line item “share of the profit and loss in associates” in our income statement. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting Our Results of Operations—Acquisitions,” “—General—Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies” and note 2.2 to our audited annual consolidated financial statements included in this annual report.

   As of December 31, 
   2014   2015   2016(1)   2017   2018   2018 
Balance Sheet Data:      (in millions of S/.)           (in millions of
US$)(2)
 

Total current assets

   4,635.7    5,200.4    4,328.7    3,891.9    2,985.5    883.5 

Cash and cash equivalents

   818.4    554.0    607.0    626.2    801.1    237.1 

Accounts receivables

   1,768.6    2,143.3    1,862.5    2,381.9    1,631.2    482.7 

Outstanding work in progress

   1,152.8    1,278.2    680.9    61.8    28.5    8.4 

Inventories(3)

   833.6    1,159.2    1,104.3    770.7    514.0    152.1 

Totalnon-current assets

   3,094.2    3,699.6    4,718.0    4,775.7    4,197.1    1,242.1 

Long-term accounts receivables(4)

   624.5    687.8    1,754.4    2,180.8    2,133.5    631.4 

Investments in associates and

joint ventures

   229.6    637.0    389.8    268.7    257.8    76.3 

Property, plant and equipment

   1,148.7    1,111.8    1,113.6    865.7    470.6    139.3 

Intangible assets(5)

   780.8    878.3    960.3    940.1    847.1    250.7 

Total current liabilities

   3,796.1    4,092.3    4,537.0    3,549.2    2,665.8    788.9 

Short-term borrowings

   1,425.5    1,265.1    2,007.1    1,093.4    865.6    256.2 

Accounts payable(6) (7)

   2,151.4    2,779.6    2,453.1    2,356.7    1,768.1    523.3 

Totalnon-current liabilities

   753.8    1,725.8    2,019.9    2,529.4    2,048.9    606.3 

Long-term borrowings

   624.8    1,310.3    1,341.0    1,544.2    1,274.1    377.1 

Capital stock

   660.1    660.1    660.1    660.1    729.4    215.9 

Shareholders’ equity

   2,691.7    2,558.8    1,980.4    2,123.3    2,088.4    618.0 

Non-controlling interest

   488.7    523.1    509.3    465.7    401.6    118.8 

   As of December 31, 
   2012   2013   2014   2015
(Restated)
   2016(1))   2016(1) 
Balance Sheet Data:  (in millions of S/.)       

(in millions of

US$)(2)

 

Total current assets

   3,017.2    3,903.5    4,623.9    5,200.4    4,328.7    1,288.3 

Cash and cash equivalents

   780.1    959.4    818.4    554.0    607.0    180.7 

Accounts receivables

   930.8    1,162.4    1,768.6    2,143.3    1,862.5    554.3 

Outstanding work in progress

   525.3    971.7    1,161.8    1,278.2    680.9    202.6 

Inventories(3)

   747.4    762.8    833.6    1,159.2    1,104.3    328.7 

Totalnon-current assets

   1,982.9    2,412.6    3,106.8    3,699.6    4,718.0    1,404.2 

Long-term accounts receivables(4)

   393.4    630.1    580.0    621.8    667.5    198.7 

Investments in associates and joint ventures

   37.4    88.0    229.6    637.0    389.8    116.0 

Property, plant and equipment

   938.1    952.9    1,147.0    1,111.8    1,113.6    331.4 

Intangible assets(5)

   505.1    407.5    778.7    878.3    960.3    285.8 

Total current liabilities

   2,618.1    2,416.3    3,794.9    4,092.3    4,537.0    1,350.3 

Short-term borrowings

   452.8    486.1    1,425.5    1,228.0    1,961.0    583.6 

Accounts payables(6) (7)

   1,995.2    1,762.1    2,268.4    2,779.6    2,453.1    730.1 

Totalnon-current liabilities

   598.8    703.1    762.1    1,725.8    2,019.9    601.2 

Long-term borrowings

   392.7    309.7    326.1    553.3    419.4    124.8 

Capital stock(8)

   558.3    660.1    660.1    660.1    660.1    196.5 

Shareholders’ equity

   1,392.2    2,765.4    2,691.7    2,558.8    1,980.4    589.4 

Non-controlling interest

   391.0    431.3    482.5    523.1    509.3    151.6 

 

(1)

For the effects on our financial condition as of December 31, 2016 resulting from the termination of the GSP gas pipeline concession, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”Developments” and notes 5(e), 5(f) and 26 to our audited annual consolidated financial statements included in this annual report.

(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(3)

Includes investments for the purchase of land by our Real Estate segment. These investments in land are recorded at acquisition cost and are notmarked-to-market for changes in fair value. See note 1415 to our audited annual consolidated financial statements included in this annual report.

(4)

Includes payments required to be made by the Peruvian government for the amounts we invest to purchase trains and other infrastructure for the Lima Metro. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Infrastructure” and note 1011 to our audited annual consolidated financial statements included in this annual report.

(5)

We recognize our investments in the construction of the highway of our Norvial concession as intangible assets. See note 2.15(c)18(c) to our audited annual consolidated financial statements included in this annual report.

(6)

Includes S/.848.1 million, S/.701.8 million, S/.684.3 million, S/.607.1 million, S/.810.8 million, S/.726.3 million and S/.810.8.496.5 million in advance payments made by our clients as of December 31, 2012, 2013, 2014, 2015, 2016, 2017 and 2016,2018, respectively, in connection with our E&C segment and the operation and maintenance of infrastructure assets contracts. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Engineering and Construction” and “—Technical Services” and note 2122 to our audited annual consolidated financial statements included in this annual report.

(7)

Includes our US$52.5 million payable to Chubb Insurance Company (US$52.5 million as of December 31, 2016 and US$15.6 million as of December 31, 2017) relating to the termination of the GSP gas pipeline concession.concession, which was fully repaid as of December 31, 2018. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments” and “—Liquidity and Capital Resources—Indebtedness.”

(8)Reflects as of December 31, 2013, 2014, 2015 and 2016 our initial public offering of American Depositary Shares (“ADSs”) in the United States, which was consummated on July 29, 2013.

   As of and for the year ended December 31, 
   2014  2015  2016(1)  2017
Restated
  2018  2018 
   (in millions of S/.)     

(in millions of

US$)(2)

 

Other Data:

       

EBITDA(3) (in millions of S/. or US$)

   783.9   538.4   (240.5  572.3   557.3   164.9 

Gross margin

   13.3  6.0  7.6  12.5  17.3  17.3

EBITDA margin(4)

   16.13  9.7  (5.8)%   14.3  14.3  14.3

Outstanding shares (thousands)

   660,054   660,054   660,054   660,054   729,434   215,873 

Profit per share (in S/.or US$)

   0.55   0.08   (0.68  0.31   0.08   0.02 

Profit attributable to controlling interest per share (in S/.or US$)

   0.45   0.01   (0.77  0.23   (0.13  (0.04

Dividend per share (in S/.or US$)(5)

   0.16   0.05   —      —      —      —    

Net debt(6)/ EBITDA ratio

   1.1  3.5  (11.4)x   3.5  2.4  2.4

Backlog (in millions of US$) (Unaudited)(7)

   3,765.4   3,918.4   3,011.6   2,388.4   1,257.2   1,257.2 

Backlog/revenues ratio (Unaudited)(7)

   1.6  1.9  1.8  1.3  1.1  1.1

 

   As of and for the year ended December 31, 
   2012  2013  2014  2015
(Restated)
  2016(1)  2016(1) 
   (in millions of S/.)     

(in millions of

US$)(3)

 

Other Data:(2)

       

EBITDA(4) (in millions of S/. or US$)

   775.6   967.2   858.8   599.7   (64.4  (19.2

Gross margin

   13.6  16.8  13.6  8.3  9.3  9.3

EBITDA margin(5)

   14.8  16.2  12.3  7.7  (1.0%)   (1.0%) 

Outstanding shares(6)

   558,284   660,054   660,054   660,054   660,054   660,054 

Profit per share (in S/.or US$)

   0.66   0.62   0.55   0.08   (0.68  (0.20

Profit attributable to controlling interest per share (in S/.or US$)

   0.52   0.53   0.45   0.01   (0.77  (0.23

Dividend per share (in S/.or US$)(7)

   0.16   0.17   0.16   0.05   —     —   

Net debt(8)/ EBITDA ratio

   0.1x   (0.2)x   1.0x   3.4x   (42.6  (42.6

Backlog (in millions of US$) (Unaudited)(9)

   4,165.9   3,935.0   3,765.4   4,037.8   3,137.4   3,137.4 

Backlog/revenues ratio (Unaudited)(9)

   2.2x   1.9x   1.6x   1.8x   1.6x   1.6x 

 

(1)

For the effects on our results of operations and backlog for 2016 resulting from the termination of the GSP gas pipeline concession, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”Developments” and notes 5(e), 5(f) and 16 to our audited annual consolidated financial statements included in this annual report.

(2)Includes the results of operations of Vial y Vives since October 2012, DSD since August 2013, Morelco since January 2015 and Adexus which began consolidating in August 2016. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting our Results of Operations—Acquisitions.”
(3)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(4)(3)

For further information on the definition of EBITDA, see“—Non-GAAP Financial Measure and Reconciliation.”

(5)(4)

Reflects EBITDA as a percentage of revenues.

(6)(5)Reflects as of December 31, 2013, 2014, 2015 and 2016 our initial public offering of ADSs in the United States, which was consummated on July 29, 2013.
(7)

Payment of dividends for the year’s profit.

(8)(6)

Net debt is calculated as total borrowings (including current andnon-current borrowings) less cash and cash equivalents.

(9)(7)

For further information on our backlog, see “Item 4.B. Business Overview—Backlog.” Does not include, in our Infrastructure segment, our Norvial toll road concession;concession and our Energy line of business; or our jointly controlled COGA venture (which we sold on April 24, 2017).business. Backlog is calculated as of the last day of the applicable year. Revenues are calculated for that year and converted into U.S. dollars based on the exchange rate published by the SBS on December 31 of the corresponding year, which was S/.2.551 to US$1.00 as of December 31, 2012, S/.2.796 to US$1.00 as of December 31, 2013, S/.2.989 to US$1.00 as of December 31, 2014, S/.3.413 to US$1.00 as of December 31, 2015, and S/.3.36 to US$1.00 as of December 31, 2016.2016, S/.3.245 to US$1.00 as of December 31, 2017 and S/.3.379 to US$1.00 as of December 31, 2018. Includes revenues only for businesses included in our backlog.

The following tables set forth summary financial data for each of our business segments. For more information on the results of operations of our segments, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations” and note 67 to our audited annual consolidated financial statements included in this annual report. The effects of the termination of the GSP gas pipeline concession on our results of operations and financial condition for 2016 are reflected in Corporate (the Parent Company Operations) and, with respect to the related construction consortium (Consorcio Constructor Ductos del Sur),CCDS, in our E&C segment. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments” and note 7

Beginning on April 1, 2017, we transferred Concar from our former Technical Services segment to our auditedInfrastructure segment. For ease of comparison, the historical segment financial information included in this annual report presents Concar in the Infrastructure segment. This change does not impact our consolidated financial statements.results.

1. Engineering & Construction

 

   Year ended December 31, 
   2012  2013  2014  2015
(Restated)
  2016  2016 
   (in millions of S/.)  

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   3,524.6   4,075.3   5,035.7   5,829.4   4,159.5   1,237.9 

Cost of sales

   (3,116.6  (3,515.2  (4,500.3  5,516.7   (3,934.9  (1,171.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   408.0   559.5   535.4   312.8   224.6   66.8 

Administrative expenses

   (159.8  (217.9  (258.6  (289.1  (258.6  (77.0

Other income and (expenses), net

   (1.9  10.8   (9.8  30.8   (9.2  (2.7

Other (losses) gains, net

   1.3   —     —     (0.2  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   247.6   352.4   267.0   54.2   (43.2  (12.9

Financial (expense) income, net

   19.7   (26.6  (62.4  (118.5  (53.9  (16.0

Share of the profit or loss in associates under the equity method of accounting

   9.2   42.0   48.2   (2.2  16.5   4.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

   276.4   367.7   252.8   (66.5  (80.6  (24.0

Income tax

   (87.9  (111.2  (59.3  (55.4  (12.8  (3.8
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss)

   188.5   256.5   193.6   (121.8  (93.4  (27.8

Net profit attributable to controlling interest

   165.1   211.6   164.1   (131.2  (87.7  (26.1

Net profit (loss) attributable tonon-controlling interest

   23.4   44.9   29.5   9.3   (5.7  (1.7

   As of December 31, 
   2012   2013   2014   2015
(Restated)
   2016   2016 
   (in millions of S/.)   

(in millions of

US$)(1)

 

Balance Sheet Data:

            

Total current assets

   1,547.4    1,858.0    2,676.6    3,157.1    1,910.9    568.7 

Cash and cash equivalents

   423.3    265.8    285.4    172.1    93.5    27.8 

Accounts receivables

   555.8    737.7    1,092.9    1,526.4    1,060.5    315.6 

Outstanding work in progress

   417.1    735.0    1,145.4    1,260.5    648.9    193.1 

Other current assets

   151.2    119.6    152.9    198.1    108.0    32.1 

Totalnon-current assets

   875.8    931.1    1,250.0    1,118.4    1,328.0    395.2 

Long-term accounts receivables

   11.3    —      6.2    0.5    42.7    12.7 

Property, plant and equipment

   539.0    534.1    651.2    606.2    592.2    176.3 

Othernon-current assets

   325.6    397.0    592.6    511.7    521.4    155.2 

Total current liabilities

   1,587.0    1,633.6    2,500.2    2,846.3    2,101.5    625.4 

Short-term borrowings

   120.0    195.1    629.6    653.0    582.3    173.3 

Accounts payables(2)

   1,356.5    1,321.5    1,799.3    2,174.0    1,482.1    441.1 

Totalnon-current liabilities

   260.8    385.6    445.2    629.2    471.8    140.4 

Long-term borrowings

   180.9    127.1    144.1    376.0    246.3    73.3 
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   3,718.0   4,352.7   2,936.8   2,331.9   1,960.9   580.3 

Cost of sales

   (3,354.1  (4,244.4  (2,876.6  (2,155.4  (1,898.8  (561.9
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   363.8   108.3   60.2   176.5   62.1   18.4 

Administrative expenses

   (219.7  (243.6  (212.0  (188.2  (136.1  (40.3

Other income and (expenses), net

   (12.5  6.4   (14.2  (46.5  (13.5  (4.0

Other (losses) gains, net

   —      (0.2  —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   131.7   (129.2  (166.1  (58.1  (87.5  (25.9

Financial (expense) income, net

   (44.8  (96.8  (50.8  (38.2  (67.7  (20.0

Share of the profit or loss in associates under the equity method of accounting

   48.2   15.0   16.5   31.0   11.4   3.4 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

   131.1   (210.9  (200.4  (65.3  (143.9  (42.6

   As of December 31, 
   2012   2013   2014   2015
(Restated)
   2016   2016 
   (in millions of S/.)   

(in millions of

US$)(1)

 

Other long-term liabilities

   80.0    258.5    301.1    253.3    225.5    67.1 

Shareholders’ equity

   472.11    622.9    817.8    639.2    551.7    164.2 

Non-controlling interest

   103.3    147.0    163.4    160.8    113.9    33.9 

2. Infrastructure

   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  

(in millions of

US$)(1)

 

Income tax

   (24.4  (15.2  19.7   0.9   14.4   4.3 

Profit from discontinued operations

   82.9   104.2   87.2   76.8   44.1   13.1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss)

   193.6   (121.8  (93.4  12.4   (85.4  (25.3

Net profit attributable to controlling
interest

   164.1   (131.2  (87.2  12.1   (86.9  (25.7

Net profit (loss) attributable tonon-controlling interest

   29.5   9.3   (5.7  0.3   1.5   0.43 
   As of December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  

(in millions of

US$)(1)

 

Balance Sheet Data:

       

Total current assets

   2,676.6   3,157.1   1,910.9   1,949.0   1,408.0   416.7 

Cash and cash equivalents

   285.4   172.1   93.5   184.4   177.5   52.5 

Accounts receivables

   1,092.9   1,526.4   1,060.5   1,640.0   1,173.9   347.4 

Outstanding work in progress

   1,145.4   1,260.5   648.9   55.8   25.0   7.4 

Other current assets

   152.9   198.1   108.0   68.9   31.7   9.4 

Totalnon-current assets

   1,250.0   1,118.4   1,328.0   1,382.3   993.2   293.9 

Long-term accounts receivables

   6.2   0.5   214.4   392.5   346.1   102.4 

Property, plant and equipment

   651.2   606.2   592.2   509.7   205.7   60.9 

Othernon-current assets

   592.6   511.7   521.4   480.1   441.4   130.6 

Total current liabilities

   2,500.2   2,846.3   2,101.5   2,189.6   1,585.2   469.1 

Short-term borrowings

   629.6   653.0   582.3   592.0   232.4   68.8 

Accounts payable(2)

   1,701.9   2,174.0   1,482.1   1,561.6   1,346.4   398.5 

Totalnon-current liabilities

   445.2   629.2   471.8   546.3   413.0   122.2 

Long-term borrowings

   144.1   376.0   246.3   127.8   9.3   2.8 

Other long-term liabilities

   301.1   253.3   225.5   418.6   403.7   119.5 

Shareholders’ equity

   817.8   639.2   551.7   487.9   331.2   98.0 

Non-controlling interest

   163.4   160.8   113.9   107.5   71.8   21.2 
2. Infrastructure       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   1,613.5   1,353.1   1,174.8   1,447.9   1,883.3   557.3 

Cost of sales

   (1,351.6  (1,107.2  (963.4  (1,187.8  (1,532.6  453.6 

Gross profit

   261.9   245.9   211.4   260.2   350.6   103.8 

Administrative expenses

   (102.8  (67.0  (66.1  (63.9  (68.8  (20.4

Other income and (expenses), net

   (1.9  2.0   1.3   5.8   1.4   0.4 

Other (losses) gains, net

   (0.1  (0.1  (0.5  0.4       

Operating profit

   157.1   180.8   146.1   202.5   283.0   83.8 

Financial (expense) income, net

   (35.2  (22.9  (9.6  (19.5  (20.1  (5.9

Share of the profit or loss in associates under the equity method of accounting

      0.9   1.6   1.6   1.6   0.5 

Profit before income tax

   121.9   158.9   138.1   184.5   264.6   78.3 

Income tax

   (55.8  (46.5  (39.9  (55.2  (80.5  (23.9

Net profit

   66.1   112.4   98.3   129.3   184.0   54.5 

Net profit attributable to controlling interest

   59.5   93.0   74.4   103.8   152.3   45.1 

Net profit (loss) attributable tonon-controlling interest

   6.5   19.4   23.8   25.5   31.8   9.4 

   Year ended December 31, 
   2012  2013  2014  2015
(Restated)
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   524.5   681.0   884.8   1,018.3   912.1   271.5 

Cost of sales

   (351.8  (494.2  (639.2  (833.5  (746.0  (222.0
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   172.6   186.8   245.6   184.8   166.1   49.4 

Administrative expenses

   (30.5  (31.0  (40.3  (39.4  (41.2  (12.3

Other income and (expenses), net

   (0.8  (3.1  (3.2  1.5   1.1   0.3 

Other (losses) gains, net

   (1.6  0.3   —     (0.1  (0.5  (0.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   139.7   153.0   201.9   146.8   125.6   37.4 

Financial (expense) income, net

   (17.3  (44.6  (25.5  (18.7  (9.8  (2.9

Share of the profit or loss in associates under the equity method of accounting

   —     1.6   —     0.9   1.6   0.5 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

   122.3   109.9   176.5   129.1   117.4   34.9 

Income tax

   (38.4  (35.4  (57.4  (35.1  (33.1  (9.9
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit

   84.0   74.5   119.1   94.0   84.2   25.1 

Net profit attributable to controlling interest

   66.7   59.9   102.2   72.7   60.1   17.9 

Net profit attributable tonon-controlling interest

   17.3   14.5   16.9   21.3   24.2   7.2 

   As of December 31, 
   2012   2013   2014   2015
(Restated)
   2016   2016 
   (in millions of S/.)       

(in millions of

US$)(1)

 

Balance Sheet Data:

            

Total current assets

   319.1    376.9    426.8    497.3    677.4    198.6 

Cash and cash equivalents

   149.7    122.3    167.3    221.8    288.0    85.7 

Accounts receivables

   118.9    145.7    213.0    219.2    296.4    88.2 

Outstanding work in progress

   26.8    78.1    16.4    17.7    32.1    9.6 

Other current assets

   23.8    30.8    30.0    38.6    50.9    15.1 

Totalnon-current assets

   826.8    1,082.6    1,260.0    1,480.2    1,751.7    521.3 

Long-term accounts receivables(3)

   349.3    603.9    602.3    670.7    915.1    272.4 

Property, plant and equipment

   211.3    201.5    209.5    200.6    177.9    52.9 

Othernon-current assets

   266.2    277.3    412.2    526.7    611.0    181.8 

Total current liabilities

   486.0    892.9    1,034.7    354.7    327.7    97.5 

Short-term borrowings

   38.7    85.7    570.4    156.5    82.1    24.4 

Accounts payables

   439.3    781.2    450.0    153.8    188.4    56.1 

Totalnon-current liabilities

   190.5    108.1    120.3    992.1    1,397.8    416.0 

Long-term borrowings

   146.3    96.1    100.4    83.3    80.5    24.0 

Other long-term liabilities

   44.2    12.0    19.9    908.8    1,317.3    392.1 

Shareholders’ equity

   355.5    385.5    451.8    532.0    580.7    172.8 

Non-controlling interest

   113.9    73.0    80.0    98.7    112.8    33.6 
   As of December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(1)
 

Balance Sheet Data:

       

Total current assets

   614.1   639.3   806.5   923.3   969.1   286.8 

Cash and cash equivalents

   173.4   240.3   303.9   331.1   401.2   118.7 

Accounts receivables

   378.8   331.9   409.2   535.0   509.2   150.7 

Outstanding work in progress

   16.4   17.7   32.1   —      —      —    

Other current assets

   45.6   49.5   61.3   57.2   58.7   17.4 

Totalnon-current assets

   1,297.9   1,514.4   1,801.6   2,098.4   2,111.3   624.8 

Long-term accounts receivables(3)

   602.3   670.7   930.2   1,164.0   1,214.2   359.3 

Property, plant and equipment

   236.3   225.4   200.2   190.4   187.7   55.6 

Othernon-current assets

   412.8   536.1   623.5   743.9   709.5   210.0 

Total current liabilities

   1,180.4   458.4   407.2   580.2   737.2   218.2 

Short-term borrowings

   588.8   197.2   85.1   86.2   290.6   86.0 

Accounts payable

   568.3   241.3   261.5   486.2   426.9   126.3 

Totalnon-current liabilities

   154.5   1,010.3   1,444.7   1,585.9   1,368.3   405.0 

Long-term borrowings

   103.3   842.5   1,004.6   1,014.4   985.6   291.7 

Other long-term liabilities

   51.1   167.8   440.1   571.4   382.7   113.3 

Shareholders’ equity

   497.1   586.2   643.3   729.5   828.3   245.1 

Non-controlling interest

   80.0   98.8   112.9   126.1   146.6   43.4 
3. Real Estate       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(1)
 

Income Statement Data:

       

Revenues

   224.6   215.8   411.5   647.5   630.1   186.5 

Cost of sales

   (162.1  (164.0  (275.0  (500.2  (342.2  (101.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   62.4   51.8   136.5   147.4   288.0   85.2 

Administrative expenses

   (21.1  (20.5  (28.4  (21.2  (50.7  (15.0

Other income and (expenses), net

   (0.8  1.8   0.8   (3.7  (2.0  (0.6

Other (losses) gains, net

   —      —      —      49.0   —      —    

Profit from the sale of investments

   —      —      —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   40.5   33.0   108.9   171.5   235.3   69.6 

Financial (expense) income, net

   (14.7  (10.9  (11.6  (18.3  (8.3  (2.5

Share of the profit or loss in associates under the equity method of accounting

   12.2   14.9   6.8   0.5   —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

   38.0   37.0   104.2   153.6   226.9   67.2 

Income tax

   (11.5  (7.6  (27.1  (35.9  (69.2  (20.5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit

   26.5   29.3   77.2   117.7   157.8   46.7 

Net profit attributable to controlling interest(4)

   9.5   12.4   22.1   48.6   28.9   8.6 

Net profit (loss) attributable tonon-controlling interest(4)

   17.0   17.0   55.1   69.1   128.9   38.1 

3. Real Estate

   Year ended December 31, 
   2012  2013  2014  2015
(Restated)
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   240.1  313.7  224.6  215.8  411.5   122.5 

Cost of sales

   (153.4  (200.0  (162.1  (164.0  (275.0  (81.8
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   86.7  113.7  62.4  51.8  136.5   40.6 

Administrative expenses

   (17.4  (21.0  (21.1  (20.5  (28.4  (8.5

Other income and expenses, net

   (1.7  (0.7  (0.8  1.8  0.8   0.2 

Other (losses) gains, net

   —     (1.0  —     —     —     —   

Profit from the sale of investments

   —     3.2  —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   67.6  94.2  40.5  33.0  108.9   32.4 

Financial (expense) income, net

   (2.3  (13.8  (14.7  (10.9  (11.6  (3.5

Share of the profit or loss in associates under the equity method of accounting

   —     0.1  12.2  14.9  6.8   2.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

   65.3  80.5  38.0  37.0  104.2   31.0 

Income tax

   (20.0  (21.4  (11.5  (7.6  (27.1  (8.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit

   45.3  59.0  26.5  29.3  77.2   23.0 

Net profit attributable to controlling interest(4)

   12.4  19.2  9.5  12.4  22.1   6.6 

Net profit (loss) attributable tonon-controlling interest(4)

   32.9  39.9  17.0  17.0  55.1   16.4 
   As of December 31, 
   2012  2013  2014  2015
(Restated)
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Balance Sheet Data:

       

Total current assets

   636.0   672.6   760.8   1,109.3   1,117.1   332.5 

Cash and cash equivalents

   73.0   43.0   54.3   74.5   58.9   17.5 

Accounts receivables

   37.7   36.4   75.6   114.4   111.2   33.1 

Other current assets(5)

   525.3   593.2   631.0   920.4   947.0   281.8 

Totalnon-current assets

   71.4   76.5   117.4   91.7   113.6   33.8 

Long-term accounts receivables

   6.8   11.8   9.7   14.7   17.9   5.3 

Property, plant and equipment

   4.5   5.6   7.3   11.3   13.0   3.9 

Investment property

   36.0   36.9   36.2   34.7   49.4   14.7 

Othernon-current assets

   24.2   22.1   64.1   30.9   33.3   9.9 

Total current liabilities

   263.6   217.6   266.6   555.1   515.8   153.5 

Short-term borrowings

   43.2   77.9   144.3   224.4   206.5   61.5 

Accounts payables

   211.8   136.6   121.1   330.7   291.2   86.7 

Totalnon-current liabilities

   62.6   97.8   138.9   159.6   104.2   31.0 

Long-term borrowings

   49.7  52.3  16.4  27.6  16.5   4.9 

Other long-term liabilities

   12.9  45.4  122.5  132.0  87.6   26.1 

Shareholders’ equity

   147.1  152.7  157.3  158.6  234.4   69.8 

Non-controlling interest(4)

   234.2  281.0  315.4  327.6  376.3   112.0 

4. Technical Services

   Year ended December 31, 
   2012  2013  2014  2015
(Restated)
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Income Statement Data:

       

Revenues

   1,083.3   1,169.1   1,208.2   1,152.5   1,401.8   417.2 

Cost of sales

   (979.4  (989.9  (1,065.8  (974.2  (1,229.9  (366.0
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   103.9   179.2   142.3   178.3   171.8   51.1 

Administrative expenses

   (105.4  (132.5  (122.5  (115.0  (119.0  (35.4

Other income and expenses, net

   73.6   24.7   5.9   15.2   4.5   1.3 

Gain from business combination

   —     —     —     0.2   —     —   

Other (losses) gains, net

   —     —     (2.1  —     (0.2  (0.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   72.2   71.4   25.7   70.3   57.1   17.0 

Financial (expense) income, net

   (5.1  (15.9  (25.6  (30.1  (26.8  (8.0

Share of the profit or loss in associates under the equity method of accounting

   —     1.1   0.6   0.6   0.4   0.1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

   67.1   56.6   0.7   40.8   30.7   9.1 

Income tax

   (5.6  (16.7  (5.8  6.1   (15.8  (4.7

   Year ended December 31, 
   2012   2013   2014  2015
(Restated)
   2016  2016 
   (in millions of S/.)  (in millions of
US$)(1)
 

Net profit (loss)

   61.5    39.9    (5.1  46.9    14.8   4.4 

Net profit (loss) attributable to controlling interest

   50.6    34.3    (5.3  40.3    15.9   4.7 

Net profit (loss) attributable tonon-controlling interest

   10.8    5.6    0.3   6.6    (1.1  (0.3

   As of December 31, 
   2012   2013   2014   2015
(Restated)
   2016   2016 
   (in millions of S/.)       

(in millions of

US$)(1)

 

Balance Sheet Data:

            

Total current assets

   495.5   585.2   616.6   532.0   730.7    217.5 

Cash and cash equivalents

   85.3   46.5   134.7   60.2   53.5    15.9 

Accounts receivables

   259.6   312.0   421.2   398.7   591.9    176.2 

Outstanding work in

progress

   81.4   158.7   —      —      —      —   

Other current assets

   69.2   68.0   60.7   73.1   85.3    25.4 

Totalnon-current assets

   192.2   197.8   252.4   257.8   411.2    122.4 

Long-term accounts receivables

   24.3   12.3   4.9   0.5   39.6    11.8 

Property, plant and

equipment

   109.3   114.1   166.3   170.7   217.7    64.8 

Othernon-current assets

   58.7   71.5   80.3   86.6   153.9    45.8 

Total current liabilities

   489.4   475.0   434.7   411.7   679.7    202.3 

Short-term borrowings

   96.0   126.9   80.5   91.4   158.2    47.1 

Accounts payables

   354.2   339.6   339.9   299.5   511.3    152.2 

Totalnon-current liabilities

   74.4   160.1   216.1   180.0   213.5    63.5 

Long-term borrowings

   12.4   31.4   63.1   66.5   76.1    22.6 

Other long-term liabilities

   61.9   128.7   153.0   113.5   137.4    40.9 

Shareholders’ equity

   103.0   125.7   128.4   162.6   210.5    62.6 

Non-controlling interest

   20.9   22.2   89.8   35.5   38.2    11.4 
   As of December 31, 
   2014   2015   2016   2017   2018   2018 
   (in millions of S/.)   (in millions of
US$)(1)
 

Balance Sheet Data:

            

Total current assets

   760.8    1,109.3    1,117.1    884.6    721.0    213.4 

Cash and cash equivalents

   54.3    74.5    58.9    85.2    93.3    27.6 

Accounts receivables

   75.6    114.4    111.2    155.3    179.3    53.1 

Outstanding work in progress

   631.0    920.4    —       —       —       —    

Other current assets(5)

   117.4    91.7    947.0    644.1    448.4    132.7 

Totalnon-current assets

   9.7    14.7    113.6    78.5    98.5    29.2 

Long-term accounts receivables(3)

   7.3    11.3    17.9    9.8    36.3    10.7 

Property, plant and equipment

   36.2    34.7    13.0    11.6    9.2    2.7 

Othernon-current assets

   64.1    30.9    82.7    57.0    53.0    15.7 

Total current liabilities

   266.6    555.1    515.8    352.1    310.1    91.8 

Short-term borrowings

   144.3    224.4    206.5    162.0    133.1    39.4 

Accounts payable

   120.1    330.7    291.2    144.8    172.5    51.1 

Totalnon-current liabilities

   138.9    159.6    104.2    44.1    37.2    11.0 

Long-term borrowings

   16.4    27.6    16.5    12.0    10.7    3.2 

Other long-term liabilities

   122.5    132.0    87.6    32.1    26.5    7.8 

Shareholders’ equity

   157.3    158.6    234.4    217.3    193.5    57.3 

Non-controlling interest

   315.4    327.6    376.3    349.6    278.7    82.5 

 

(1)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(2)

Includes advance payments, which reflects advance payments made by our clients in connection with our E&C and Operation and Maintenance of Infrastructure Assets contracts. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Engineering and Construction” and “—Technical Services” and note 2122 to our audited annual consolidated financial statements included in this annual report.

(3)

Includes payments required to be made by the Peruvian government for the amounts we invest to purchase trains and other infrastructure for the Lima Metro. See “Item 5.A. Operating and Financial Review and Prospects—Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Infrastructure” and note 1011 to our audited annual consolidated financial statements included in this annual report.

(4)

The net profit attributable to controlling interests of our Real Estate segment is significantly affected by the financing and commercial arrangements we use to purchase land and to develop real estate projects. Depending on the level ofnon-controlling interests used to finance our real estate projects, our Real Estate segment tends to have significant net profit attributable tonon-controlling interests. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Real Estate.”

(5)

Includes inventories, which includes investments for the purchase of land by our Real Estate segment. These investments in land are recorded at book value and are notmarked-to-market marked to market for changes in fair value. See note 1415 to our audited annual consolidated financial statements included in this annual report.

Non-GAAP Financial Measure and Reconciliation

In this annual report, we present EBITDA, anon-GAAP financial measure. Anon-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We define EBITDA as net profit plus: financial (expense) income, net; income tax; and depreciation and amortization.

We present EBITDA, anon-GAAP financial measure. Anon-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present EBITDA because we believe it provides readers with a supplemental measure of the financial performance of our core operations that facilitatesperiod-to-period comparisons on a consistent basis. Furthermore, we regularly present EBITDA in our filings with the Lima Stock Exchange in Peru. Our management uses EBITDA, among other measures, for internal planning and performance measurement purposes. We believe that EBITDA is useful in evaluating our operating performance compared to that of other companies operating in our sectors because the calculation of EBITDA and

EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. EBITDA should not be construed as an alternative to net profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The following table sets forth the reconciliation of our net profit to EBITDA on a consolidated basis.

   For the year ended December 31, 
   2014  2015  2016  2017
Restated
  2018  2018 
   (in millions of S/.)  (in millions of
US$)(1)
 

Net profit (loss)

   361.2   55.6   (451.6  209.2   57.4   17.0 

Financial expense

   381.8   518.6   942.5   473.9   630.1   186.5 

Financial income

   (323.6  (420.9  (762.7  (336.8  (433.0  (128.2

Income tax

   104.6   78.7   (152.2  46.3   113.3   33.5 

Depreciation and amortization

   260.0   306.4   183.4   179.7   189.5   56.1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   783.9   538.4   (240.5  572.3   557.3   164.9 

 

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016(1)  2016(1) 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit (loss)(3)

   366.3   412.1   361.2   55.6   (451.6  (134.4

Financial expense

   310.7   569.6   460.1   604.0   993.4   295.7 

Financial income

   (300.4  (455.9  (368.8  (465.3  (782.6  (232.9

Income tax

   154.6   182.3   146.2   99.0   (111.8  (33.3

Depreciation and amortization

   244.5   259.1   260.0   306.4   288.3   85.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   775.6   967.2   858.8   599.7   (64.4  (19.2
(1)

Calculated based on an exchange rate of S/.3.379 to US$1.00 as of December 31, 2018.

The following table is theshows a reconciliation of the EBITDA for our fourthree segments, Parent company operations and elimination:intercompany eliminations:

 

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016(1)  2016(1) 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Engineering and construction

   387.9   546.0   459.5   220.1   106.1   31.6 

Infrastructure

   207.5   218.8   272.5   233.0   210.8   62.7 

Real state

   70.5   97.9   56.5   52.8   121.4   36.1 

Technical services

   111.6   109.6   63.5   113.3   117.5   35.0 

Parent company operations

   258.8   307.9   252.3   (35.6  (1,026.4  (305.5

Eliminations intercompany

   (260.6  (312.0  (245.4  16.2   406.2   120.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA(5)

   775.6   967.2   858.8   599.7   (64.4  (19.2

The following tables set forth the reconciliation of our net profit to EBITDA for each of our business segments and certain of our lines of business or subsidiaries within these segments. The effects of the termination of the GSP gas pipeline concession are reflected in Corporate (the Parent Company Operations) and, with respect to the related construction consortium (Consorcio Constructor Ductos del Sur), in our E&C segment. For more information, see note 7 to our audited annual consolidated financial statements.
   For the year ended December 31, 
   2014  2015  2016  2017
Restated
  2018  2018 
   (in millions of S/.)  (in millions of
US$)(1)
 

Engineering and construction

   407.0   158.3   19.3   120.0   19.2   5.69 

Infrastructure

   257.2   272.2   237.8   300.9   411.5   121.8 

Real estate

   56.5   52.8   121.4   177.3   241.0   71.3 

Parent company operations

   258.2   (34.1  (1,025.2  125.9   (27.8  8.2 

Intercompany eliminations

   (245.4  16.2   406.2   (151.8  (86.6  (25.6
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   783.9   538.4   (240.5  572.3   557.3   164.9 

(1)   Calculated based on an exchange rate of S/.3.379 to US$1.00 as of December 31, 2018.

    

The following tables set forth the reconciliation of our net profit to EBITDA for each of our business segments and certain of our lines of business or subsidiaries within these segments. The effects of the termination of the GSP gas pipeline concession on our results of operations and financial condition for 2016 are reflected in Corporate (the Parent Company Operations) and, with respect to the related construction consortium (CCDS), in our E&C segment. Beginning on April 1, 2017, we transferred Concar from our Technical Services segment to our former Infrastructure segment. This change does not impact our consolidated financial results. For more information, see note 7 to our audited annual consolidated financial statements included in this annual report.

 

1. Engineering & Construction

 

   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit (loss)

   193.6   (121.8  (93.5  12.4   (85.4  (25.3

Financial expense

   201.2   375.8   555.8   212.3   284.7   84.3 

Financial income

   (156.4  (279.0  (505.0  (174.1  (217.0  (64.2

Income tax

   24.4   15.2   (19.7  (0.9  (14.4  (4.3

Depreciation and amortization

   144.2   168.1   81.6   70.3   51.3   15.2 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   407.0   158.3   19.3   120.0   19.2   5.7 

2. Infrastructure

       

2.1 Full Segment

       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit

   92.6   112.4   98.3   129.3   184.0   54.5 

Financial expense

   101.6   78.2   101.7   62.6   143.1   42.4 

Financial income

   (71.2  (55.3  (92.0  (43.1  (123.1  (36.4

Income tax

   56.6   46.5   39.9   55.2   80.5   23.8 

Depreciation and amortization

   77.6   90.5   90.0   96.9   126.8   37.5 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   257.2   272.3   237.8   300.9   411.5   121.8 

1. Engineering & Construction

2.2(a) All Toll Roads

       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit

   43.0   53.5   44.9   55.0   29.2   8.6 

Financial expense

   19.0   10.8   14.9   7.7   28.6   8.5 

Financial income

   (9.5  (14.8  (9.6  (3.5  (7.2  (2.1

Income tax

   16.2   18.8   15.5   20.9   8.8   2.6 

Depreciation and amortization

   11.4   10.9   11.1   11.0   42.9   12.7 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   80.1   79.2   76.8   91.1   102.3   30.3 

2.2(b) Norvial

       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit

   31.1   40.9   47.3   49.4   17.2   5.1 

Financial expense

   9.7   4.1   4.9   3.4   25.0   7.4 

Financial income

   (0.4  (0.4  (1.6  (0.9  (1.0  (0.3

Income tax

   10.9   13.6   16.3   18.7   3.9   1.1 

Depreciation and amortization

   11.0   10.8   10.9   10.8   42.7   12.6 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   62.3   68.9   77.7   81.4   87.8   26.0 

2.3 Mass Transit

       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit (loss)

   12.1   18.8   23.9   19.5   87.1   25.8 

Financial expense

   39.8   7.9   20.5   18.4   72.5   21.4 

Financial income

   (35.3  (4.9  (25.8  (14.0  (87.0  (25.8

Income tax

   10.8   8.1   10.9   9.5   38.0   11.3 

Depreciation and amortization

   0.9   0.1   0.1   0.1   0.2   0.1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   28.3   30.0   29.6   33.5   110.8   32.8 

2.4 Energy

       
   For the year ended December 31, 
   2014  2015  2016  2017  2018  2018 
   (in millions of S/.)  (in millions of
US$)(2)
 

Net profit

   62.7   20.2   12.0   38.1   65.0   19.2 

Financial expense

   30.6   50.3   61.7   34.8   37.9   11.2 

Financial income

   (19.2  (30.5  (52.0  (23.3  (26.9  (7.9

Income tax

   29.8   7.7   5.3   13.2   26.3   7.8 

Depreciation and amortization

   58.1   74.2   72.5   79.4   76.6   22.7 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   162.0   121.8   99.5   142.1   178.9   52.9 

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016(1)  2016(1) 
   (in millions of S/.)     

(in millions of

US$)(2)

 

Net profit (loss)(3)

   188.5   256.5   193.6   (121.8  (93.4  (27.8

Financial expense

   179.1   318.4   256.9   433.3   560.1   166.7 

Financial income

   (198.8  (291.8  (194.5  (314.8  (506.2  (150.7

Income tax

   87.9   111.2   59.3   55.4   12.8   3.8 

Depreciation and amortization

   131.1   151.2   144.2   168.1   132.8   39.5 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA(4)

   387.9   546.0   459.5   220.1   106.1   31.6 

2. Infrastructure

2.1 Full Segment2.5 Concar

 

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(2)

 

Net profit

   84.0   74.5   119.1   94.0   84.2   25.1 

Financial expense

   76.1   97.5   89.5   69.1   97.2   28.9 

Financial income

   (58.8  (52.6  (64.0  (50.4  (87.4  (26.0

Income tax

   38.4   35.4   57.4   35.1   33.1   9.9 

Depreciation and amortization

   67.9   64.0   70.5   85.2   83.6   24.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   207.5   218.8   272.5   233.0   210.7   62.7 

2.2(a) All Toll Roads

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit

   29.4   40.5   43.0   53.5   44.9   13.4 

Financial expense

   16.5   22.4   19.0   10.8   14.9   4.4 

Financial income

   (11.4  (18.0  (9.5  (14.8  (9.6  (2.9

Income tax

   12.5   15.0   16.2   18.8   15.5   4.6 

Depreciation and amortization

   24.5   10.0   11.4   10.9   11.1   3.3 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   71.5   69.8   80.1   79.2   76.8   22.9 

2.2(b) Norvial

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit

   27.2   30.2   31.1   40.9   47.3   14.1 

Financial expense

   10.2   13.3   9.7   4.1   4.9   1.5 

Financial income

   (6.4  (3.8  (0.4  (0.4  (1.6  (0.5

Income tax

   11.6   10.3   10.9   13.6   16.3   4.9 

Depreciation and amortization

   24.2   9.8   11.0   10.8   10.9   3.2 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   66.7   59.6   62.3   68.9   77.7   23.1 

2.3 Mass Transit

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit (loss)(5)

   (11.0  (13.1  12.1   18.8   23.9   7.1 

Financial expense

   28.0   46.5   39.8   7.9   20.5   6.1 

Financial income

   (24.0  (20.3  (35.3  (4.9  (25.8  (7.7

Income tax

   3.6   0.5   10.8   8.1   10.9   3.2 

Depreciation and amortization

   0.5   0.6   0.9   0.1   0.1   0.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   (10.2  13.2   28.3   30.0   29.6   8.8 

2.4 Energy

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit

   63.4   45.0   62.7   20.2   12.0   3.6 

Financial expense

   25.0   28.5   30.6   50.3   61.7   18.4 

Financial income

   (23.3  (14.3  (19.2  (30.5  (52.0  (15.5

Income tax

   28.5   20.1   29.8   7.7   5.3   1.6 

Depreciation and amortization

   42.8   53.4   58.1   74.2   72.5   21.6 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   136.4   132.8   162.0   121.8   99.5   29.6 

3. Real Estate

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit

   45.3   59.0   26.5   29.3   77.2   23.0 

Financial expense

   14.5   27.0   30.4   47.7   65.1   19.4 

Financial income

   (12.2  (13.2  (15.6  (36.8  (53.5  (15.9

Income tax

   20.0   21.4   11.5   7.6   27.1   8.1 

Depreciation and amortization

   2.9   3.6   3.8   4.9   5.6   1.7 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   70.5   97.9   56.5   52.8   121.4   36.1 

4. Technical Services

4.1 Full Segment

   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit (loss)

   61.5   39.9   (5.1  46.9   14.8   4.4 

Financial expense

   29.1   35.2   39.9   45.7   57.6   17.1 

Financial income

   (24.0  (19.4  (14.3  (15.6  (30.9  (9.2

Income tax

   5.6   16.7   5.8   (6.1  15.8   4.7 

Depreciation and amortization

   39.4   37.2   37.2   42.3   60.1   17.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   111.6   109.6   63.5   113.3   117.5   35.0 

4.2 Concar(6)

       
   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit (loss)

   12.6   7.9   (26.5  18.5   14.0   4.2 

Financial expense

   3.4   6.2   12.0   9.1   4.5   1.3 

Financial income

   (4.1  (6.3  (7.2  (5.0  (4.6  (1.4

Income tax

   6.2   4.6   (0.8  11.4   6.7   2.0 

Depreciation and amortization

   5.1   5.6   7.1   5.3   6.4   1.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   23.2   18.0   (15.3  39.3   27.0   8.0 

4.3 GMD

       
   Year ended December 31, 
   2012  2013  2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions

of US$)(2)

 

Net profit

   11.3   8.5   6.0   5.2   7.9   2.4 

Financial expense

   5.5   12.8   8.2   13.8   16.4   4.9 

Financial income

   (3.6  (7.8  (3.7  (5.5  (6.6  (2.0

Income tax

   5.3   5.8   5.3   3.1   7.5   2.2 

Depreciation and amortization

   15.9   15.4   18.6   22.4   25.7   7.6 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

EBITDA

   34.5   34.8   34.4   38.9   50.8   15.1 

4.4 CAM

  Year ended December 31,   For the year ended December 31, 
  2012 2013 2014 2015
Restated
 2016 2016   2014 2015 2016 2017 2018 2018 
  (in millions of S/.)   

(in millions

of US$)(2)

   (in millions of S/.) (in millions of
US$)(2)
 

Net profit (loss)

   37.5  23.5  15.5  23.3  (3.0 (0.9   (26.5 18.5  14.0  16.9  2.4  0.7 

Financial expense

   20.1  16.2  19.6  22.8  28.2  8.4    12.0  9.1  4.5  1.7  4.2  1.2 

Financial income

   (16.3 (5.3 (3.4 (5.1 (16.2 (4.8   (7.2 (5.0 (4.6 (2.3 (1.4 (0.4

Income tax

   (5.9 6.2  1.2  (20.6 3.5  1.0    (0.8 11.4  6.7  11.4  6.9  2.0 

Depreciation and amortization

   18.5  16.3  11.5  14.7  19.5  5.8    7.1  5.3  6.4  6.4  7.1  2.1 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

EBITDA

   53.9  56.9  44.4  35.1  31.9  9.5    (15.3 39.3  27.0  34.1  19.2  5.7 

3. Real Estate

       
  For the year ended December 31, 
  2014 2015 2016 2017 2018 2018 
  (in millions of S/.) (in millions of
US$)(2)
 

Net profit

   26.5  29.3  77.2  117.7  157.8  46.7 

Financial expense

   30.4  47.7  65.1  36.0  25.2  7.5 

Financial income

   (15.6 (36.8 (53.5 (17.7 (16.9 (5.0

Income tax

   11.5  7.6  27.1  35.9  69.2  20.5 

Depreciation and amortization

   3.8  4.9  5.6  5.3  5.7  1.7 
  

 

  

 

  

 

  

 

  

 

  

 

 

EBITDA

   56.5  52.8  121.4  177.3  241.0  71.3 

 

(1)

For the effects on our results of operations for 2016 resulting from the termination of the GSP gas pipeline concession, see “Item 5.A.“Item. S.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”Developments” and notes 5(e) and 16 to our audited annual consolidated financial statements included in this annual report.

(2)

Calculated based on an exchange rate of S/3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(3)Includes the results of operations of Vial y Vives since October 2012, DSD since August 2013, Morelco since January 2015 and Adexus which began consolidating in August 2016. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting Our Results of Operations—Acquisitions.”
(4)

Our E&C segment EBITDA includes S/.9.2 million, S/.42.0 million, S/.48.2 million, S/.2.2.15.0 million,S/.16.5 million, S/.31.0 million and S/.16.5 million.11.4 in 2012, 2013, 2014, 2015, 2016, 2017 and 2016,2018, respectively, which represents GyM’s 39.0% equity interest in Viva GyM’s net profit.

(5)B.In 2012

Capitalization and 2013, we generated losses as a result of the limited number of trains we initially operated in the Lima Metro. For more information on our Lima Metro, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting Our Results of Operations—Infrastructure.”Indebtedness

(6)Beginning on April 1, 2017, we have transferred Concar from our Technical Services segment to our Infrastructure segment.

Exchange Rates

The Peruvian sol is freely traded in the exchange market. Current Peruvian regulations on foreign investment allow foreign equity holders of Peruvian companies to receive and repatriate 100% of the cash dividends distributed by these companies.Non-Peruvian equity holders are allowed to purchase foreign currency at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction. Peruvian law in the past, however, has imposed restrictions on the conversion of Peruvian currency and the transfer of funds abroad, and we cannot assure you that Peruvian law will continue to permit such payments, transfers, conversions or remittances without restrictions.

The following table sets forth, for the periods indicated, certain information regarding the exchange rates for soles per U.S. dollar, as published by the SBS. The Federal Reserve Bank of New York does not report a noon buying rate for soles.

   High   Low   Average   Period end 

2012

   2.710    2.551    2.639    2.551 

2013

   2.820    2.541    2.704    2.796 

2014

   2.990    2.761    2.840    2.989 

2015

   3.413    2.983    3.186    3.413 

2016

   3.537    3.249    3.375    3.360 

2017

   3.392    3.231    3.261    3.241 

November 2017

   3.251    3.233    3.241    3.233 

December 2017

   3.289    3.231    3.246    3.241 

January 2018

   3.229    3.207    3.215    3.216 

February 2018

   3.269    3.212    3.248    3.260 

March 2018

   3.271    3.217    3.252    3.227 

April 2018

   3.249    3.216    3.231    3.249 

May (through May 11, 2018)

   3.291    3.260    3.276    3.260 

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

C.

Reasons for the Offer and Use of Proceeds

Not applicable.

D.

Risk Factors

D. Risk Factors

Risk RelatingRisks Related to Recent Developments

Our reputation has been adversely affected by our association with Odebrecht’s affiliates in Peru

We have participated in consortia with Odebrecht affiliates in Peru. Our reputation has been adversely affected as a result of the plea agreements and criminal convictions of Odebrecht and certain key persons related to Odebrecht in connection with corruption, money laundering and criminal organization. Peruvian authorities have initiated congressional inquiries and criminal investigations into the dealings of Odebrecht’s affiliates in Peru, the scope of which include certain consortia in which we participated. Moreover, as a result, our company and certain of our former directors and executive officerssenior management have been the subject of congressional and criminal investigations relatedrelating to corruption investigations.allegations. These investigations are ongoing.

Recent news reports have indicated that Odebrecht has executed a settlement and cooperation agreement with the Peruvian government regarding several infrastructure projects in the country, including certain projects in which we have participated. According to news reports, under the agreement Odebrecht has agreed to pay compensation to the Peruvian government over the course of several years and to cooperate with, and provide evidence to, prosecutors in connection with ongoing investigations by this Peruvian government. According to news reports, former senior officers of Odebrecht’s affiliate in Peru have indicated to Peruvian prospectors

(sometimes in apparent contradiction with prior statements) that certain of our former directors and senior management were aware that Odebrecht had made corrupt payments to government officials in connection with certain projects in which we participated. We have undertaken an internal investigation and we continue to review and assess the past practices of our company, to determine whether there has been any wrongdoing on the part of our former or current directors, officers and employees.

Our reputation is a key factor in our clients’ evaluation of whether to engage our services, key industry players’ willingness to partner with us, financial institutions’ willingness to provide us credit, and recruiting and retaining talented personnel to our company. The impact on our business reputation related to our association with Odebrecht and the alleged actions of our former board members and executive officers has had, and is likely to continue to have, a material adverse effect on our business, financial condition and results of operation.operations.

Investigations regarding potential corruption or other illegal acts could have a material adverse effect on our business, financial condition and results of operations

TheLava Jato commission of the Peruvian congressCongress has undertaken congressional inquiries into theour company and other construction companies in Peru, which have included certain of theour company’s former board membersdirectors and executive officers.senior management.

Peruvian prosecutors have included José Graña Miró Quesada, a shareholder and the former Chairman of theour company, in an investigation for the crime of collusion, and Hernando Graña Acuña, a shareholder, a former board member of theour company and chairman of our subsidiary GyM, for the crime of money laundering against the Peruvian government, each in connection with the IIRSA South project concession (tranches II and III), in which we participated with Odebrecht. Gonzalo Ferraro Rey, the former Chief Infrastructure Officer of theour company, has also been included in an investigation for the crime of money laundering in connection with the same project.

In connection with investigations relating to the IIRSA South project concession (tranches II and III), the Peruvian criminal prosecution hasprosecutor moved to charge theour company and our construction subsidiary, GyM, as criminal defendants in connection with the projects. Separately, a Peruvian Ad Hoc Prosecutor appointed by the Peruvian executive branch to investigate matters of corruption (the “Ad Hoc Prosecutor”) has moved to directly include the company as a civilly-responsible third party.project. In response, the Peruvian First National Preparatory Investigation Court (Primer Juzgado de Investigación Preparatoria Nacional) notified us of its decision to formally include theour company and GyM in its criminal investigation. We have appealed the court’s decision to includeand, in June 2018, the First Court of Appeals of the Superior Court of Lima revoked the judicial order that indicted our company and GyM, among other corporate defendants, in the criminal investigation. A decision frominvestigation on charges of collusion and other crimes and rejected the Peruvian judiciary on whether our company constitutes a civilly-responsible third party remains pending. Wepetition, without prejudice, made by the prosecutor to incorporate both companies in the aforementioned process. Nevertheless, we cannot assure you that the criminal prosecutor will not file a new motion to charge our company and/or GyM or that our position will ultimately prevail if such motion is filed.

Separately, in these proceedings will prevail.

The Ad Hoc Prosecutor has also movedDecember 2018, the Peruvian First National Preparatory Investigation Court resolved to directly include our subsidiary,company and GyM as civilly-responsible third parties in the investigations related to the IIRSA South project concession (tranches II and III) and GyM as a civilly-responsible third party in the investigation relatinginvestigations related to Tranches 1 and 2 of Line 1 of the Lima Metro. A decision fromThese proceedings are ongoing.

Recent news reports have indicated that Odebrecht has executed a settlement and cooperation agreement with the Peruvian judiciarygovernment regarding these matters remains pending,several infrastructure projects in the country, including certain projects in which we have participated. According to news reports, under the agreement Odebrecht has agreed to pay compensation to the Peruvian government over the course of several years and to cooperate with, and provide evidence to, prosecutors in connection with ongoing investigations by this Peruvian government. According to news reports, former senior officers of Odebrecht’s affiliate in Peru have indicated to Peruvian prospectors (sometimes in apparent contradiction with prior statements) that certain of our former directors and senior management were aware that Odebrecht had made corrupt payments to government officials in connection with certain projects in which we participated. We have undertaken an internal investigation and we cannot assure youcontinue to review and assess the past practices of our company, to determine whether there has been any wrongdoing on the part of our former or current directors, officers and employees. In addition, a former secretary of the IIRSA South project recently asserted that a former executive of our subsidiary will not be includedcompany was present at a meeting in 2011 in which the need to reimburse illicit payments previously made by Odebrecht was mentioned. We continue to review and assess the past practices of our company to determine whether there has been any wrongdoing on the part of our former or that our position would ultimately prevail.current officers and employees.

We cannot assure you that other of our former or current board membersdirectors and executive officerssenior management will not be included in the foregoing proceedings as criminal defendants or civilly-responsible third parties as well, or that theour company will not be included in other investigations.investigations or proceedings as criminal defendants or civilly-responsible third parties.

A conviction of corruption or settlements with government authorities could lead to criminal and civil fines as well as penalties, sanctions, injunctions against future conduct, profit disgorgement, disqualifications from directly and indirectly engaging in certain types of business, the loss of business licenses or permits or other restrictions. Moreover, our alleged involvement in corruption

investigations, and any findings or admissions of wrongdoing in such investigations, could further damage our reputation and have a material adverse impact on our ability to compete for business. Such investigations may also adversely affect our ability to pursue strategic projects, and could potentially result in the termination or modification of certain existing contracts or relationships. In addition, such investigations may affect the company’s ability to secure financing in the future. Furthermore, investigations could continue to divert management’s attention and resources from other issues facing our business.

In May 2018, Peruvian Supreme Decree No.096-2018-EF set forth guidelines to determine the value of assets to be put in trust to guarantee eventual compensation to the Peruvian government that is required for companies that have been partners of companies that have been, or whose officers or representatives have been, convicted of, or have admitted to, corruption, money-laundering or similar crimes, which includes our company and our subsidiary GyM. Following discussions with the Peruvian government during the fourth quarter of 2018, we established a trust in favor of the Peruvian government, which we funded in the amount of S/.79.1 million (US$23.4 million) by assigning shares of our subsidiary GMI to such trust. We cannot assure you that the Peruvian government will not claim the assets set forth in this trust or require that our company place additional assets in trust, nor can we assure you that these assets will fully satisfy any eventual obligations we may have to the Peruvian government. Management has estimated that the value of the contingency for the matters described above should not exceed US$45.8 million (S/.148.4 million).

We continue to evaluate alternatives to resolving ongoing investigations against our company and our subsidiary GyM. However, we cannot assure you that these investigations will be resolved in a manner that is favorable to our company.

INDECOPI and Peruvian prosecutors have initiated investigations in response to news reports alleging that certain construction companies in Peru, Brazil and Spain, including our company, colluded to receive public contracts

In July 2017, media reports alleged that certain construction companies in Peru, Brazil and Spain, including our company, colluded as a “construction club” to receive public contracts. As a result of these reports, the Peruvian National Institute for the Defense of Free Competition and the Protection of Intellectual Property (“INDECOPI”) has initiated an investigation regarding the anti-competitive activities of construction companies in Peru, including our company. In July 2017, INDECOPI conducted a search of our facilities related to these allegations.

Separately, in December 2018, GyM was formally included as a civilly-responsible third party, along with eleven other construction companies in the criminal investigation conducted by a Peruvian public prosecutor based on facts similar to those under investigation by INDECOPI. In addition, a former employee of GyM has been included in a criminal investigation for collusion and other alleged crimes.

We cannot assure you that any of our company’s current or former directors or senior management will not be included in these investigations in the future, nor can we predict the outcome of any such investigations, the timing thereof or how they may impact our business, financial condition and results of operations.

We continue to review and assess the past practices of our company to determine whether there has been any wrongdoing on the part of our former or current directors, officers and employees in relation to this matter. In addition, we continue to evaluate alternatives to resolve the ongoing investigation against our company. However, we cannot assure you that this investigation will be resolved in a manner that is favorable to our company.

Our inability to provide audited financial statements for GSP in accordance with Rule3-09 may result in enforcement actions by the SEC or may, among other matters, cause us to be unable to complete a public offering in the United States

We have been unable to provide certain financial statements of GSP that are required by Rule3-09 to be included in our company’s annual report. Under Rule3-09, we are required to present or generate financial statements of GSP as of December 31, 2015 and for the period from November 2, 2015 to December 31, 2015, as of and for the year ended December 31, 2016 and as of and for the year ended December 31, 2017, with the financial statements of GSP as of and for the year ended December 31, 2016 audited in accordance with the standards of the Public Company Accounting Oversight Board. It is currently impracticable for our company to comply with this requirement, because the audit opinion that was issued with respect to GSP’s 2016 financial statements included a disclaimer, our company’s loss of significant influence over GSP, and GSP’s limited management as the entity is in insolvency proceedings.

We believe that the information presented by separate financial statements of GSP would not provide to our company’s investors additional material information not already included in our company’s own consolidated financial statements included in this annual report. As a result, we do not believe that the omission of those financial statements will have a material impact on a reader’s understanding of our financial condition or results of operations. Nevertheless, we requested a waiver from the SEC from the requirement to file the consolidated financial statements of GSP described above, and the SEC has not granted our waiver request.

As a result, we are currently not fully compliant with our reporting requirements with the U.S. Securities Exchange Act of 1934 (the “Exchange Act”). The SEC may impose penalties or otherwise take action against our company. In addition, the SEC may not declare effective any registration statement that we file that requires the financial statements under Rule3-09 to be included. If, as a result, we are unable to complete a registered offering, our ability to access the public capital markets in the United States would be impaired. Furthermore, the Rule 144 safe harbor for certain sales of our ADSs in the United States is currently unavailable.

There is substantial uncertainty with regard to the amount, timing and manner in which the payment for the termination of the GSP gas pipeline concession will be paid

There is substantial uncertainty with regards to the payment contemplated under the GSP gas pipeline concession contract as a result of the termination of the gas pipeline concession, including with respect to the amount, timing and manner in which the payment will be made or if it will be made at all.

Although the concession contract provides that payment must be made within one year of termination, the Peruvian Ministry of Energy and Mines has not made payment or, to our knowledge, initiated the payment process or the auction process for a new concessionaire. As a result, we may be forcedexpect to assert our rights against the Peruvian government in judicial orby filing arbitration proceedings which mayin May 2019, after thesix-month period mandated by the concession contract for the parties to discuss the matter. This will place us in an adversarial position with the Peruvian government and/or our partners.government. We cannot assure you that this or any other claims that we will pursue any such claims, or that any such claims wouldin connection with the termination of the gas pipeline concession will ultimately prevail in a timely manner, or at all.

To initiate arbitration against the Peruvian government, we need the approval of all three shareholders of GSP. We have sought such approval on two occasions but have not succeeded. We cannot assure you that we will acquire the consent needed to initiate legal proceedings in the short term. Moreover, Enagás International, S.L. (“Enagás”) has initiated separate international proceedings against the Peruvian government pursuant to international treaties, which may affect GSP’s ability to initiate proceedings against the Peruvian government.

In 2016, in connection with efforts to restructure or sell Odebrecht’s participation in GSP, due to the corruption scandal surrounding Odebrecht, Odebrecht contractually agreed to subordinate its claims under the concession to the other project partners,GSP shareholders, Enagás and ourselves. OnIn January 2, 2018, we received a notification that Odebrecht commenced arbitration proceedings against us and Enagás, seeking to invalidate the contractual subordination and to negotiate a direct sale with the Peruvian government.subordination. While we believe that the subordination arrangement with respect to Odebrecht’s claims in connection with the anticipated payment is enforceable, we cannot assure you that our position will prevail. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

In addition, we have made certain estimates in our consolidated financial statements with respect to the expected payment for the termination of the GSP contract. In particular, after taking into account the S/.593.1 million impairment we recognized to our investment in GSP during 2016, we continued to record S/.218.3 million in connection with our investment in GSP as of December 31, 2016, 2017 and 2018. If our assumptions and estimates are incorrect, our actual results could differ significantly from those reflected in our consolidated financial statements. Failure to receive the expected payment on a timely basis, or at all, would have a material adverse effect on our business, financial condition and results of operations.

We are in default under certainone of our debt instruments for which we have obtained waivers, and historically we have been in default on other of our debt instruments, and may not reach agreement with our creditorswe cannot assure you that we will be able to amendobtain additional waivers in the event of the existing default or waive the covenantsfuture defaults

We are currently in default under one of our debt instruments and we cannot assure you that we will be able to obtain a waiver. In addition, in the past we were in default under certain of our debt instruments and are initiating the process of renegotiating withprocured waivers from our creditors under such instruments. See “Item 13. Defaults, Dividend ArrrearagesWe cannot assure you that we will not breach the covenants under these or other of our debt instruments in the future and, Delinquencies.”in such event, that we would be able to obtain the required waivers from our creditors. Failure to successfully renegotiate new payment termsobtain waivers could force us to precipitate the sale of assets, including on unfavorable terms, to repay these debt instruments. Moreover, if we are not able to renegotiate the terms of these debt instruments or repay them promptly, our ability to obtain financings, including performance guarantees or similar financings required under many of our business contracts, would be impaired, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to sell assets on favorable terms or at all

As part of our strategic action plan, our board of directors has approved the sale of certainnon-strategic assets, in order to raise funds to make payments in respect of debt related to the termination of the GSP gas pipeline concession. WeIn accordance with this plan, we have undertaken several divestitures. However, we cannot assure you that we will be able to continue to sell assets on favorable terms or at all. If we are not able to sell assets on a timely basis, our ability to address our liquidity needs could be adversely affected and we may breach our payment obligations under our debt related to the termination of the GSP gas pipeline concession.

Conversely, if we sell significant assets, our business and results of operations will be diminished.

If we cannot sell assets, we may not comply with the terms of our outstanding debt

We renegotiated with our creditors the terms of certain debt instruments related to the GSP project. We have agreed, among other things, to sell assets to repay certain such debt instruments. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments—Strategic Action Plan—Negotiations with Creditors.” If we are unable to sell assets in a timely manner, we may be forced to renegotiate these debt instruments on unfavorable terms.

A class action civil lawsuit in the United States may adversely affect our company

A securities class action civil lawsuit has been filed against theour company and certain of our former directors and former and current executive officers in the United States. The suit is in early stages, and we cannot assure you that our position will prevail. If our position does not prevail, the case may have substantial adverse effects on our business, financial condition and results of operations.

We may be unable to access credit that we need to operate our business

Due to ongoing regulatory uncertainty including with respectrelating to Section IIthe investigations of Law 30737,our company, our creditors and other banks operating in the Peruvian market have placed restrictions on our ability, and the ability of other construction companies, to acquire future credit lines or other financings.

This may affect our ability to obtain financing for new or existing projects on favorable terms or at all, and also may render us unable to compete for or win new projects.

Our business and financial condition could be materially and adversely affected if the Peruvian prosecutor requires that we place an excessive amountunavailable for a certain period of assets in trust

On February 13, 2017, the President of Peru issued an emergency decree (decreto de urgencia003-2017), prohibiting groups that have been, or whose officers or representatives have been convicted of, or have admittedtime, which may make it harder to corruption, money-laundering or similar crimes (whether in Peru or elsewhere) from, among other things, transferring or selling any assets related to investments in Peru, including the proceeds of asset or equity sales, or sending money abroad without a governmental authorization. Section II of Law 30737, promulgated on March 12, 2018 to replace the aforementioned emergency decree, includes companies that have been consortium partners of groups that have been, or whose officers or representatives have been, convicted of, or have admitted to, corruption, money-laundering or similar crimes. Our company and our subsidiary GyM are twoeffect such companies. The law requires that these companies: suspend money transfers abroad; implement a compliance program and disclose information to competent authorities; and create a trust of assets to guarantee eventual compensation in favor of the Peruvian government. A Peruvian prosecutor will indicate the amount of such guarantee, pursuant to Law 30733. On May 9, 2018, Supreme Decree No.096-2018-EF was passed, which provides guidelines for such determination. Nevertheless, we cannot assure you of the amount of this guarantee, nor can we assure you that the Company will have sufficient assets to include in the required trust. Furthermore, we cannot assure you that these laws will not be expanded, or that subsequent laws will not be passed, that impose further obligations or restrictions on the company and our subsidiaries.sales.

Changes in key personnel could affect our future business

Our success depends significantly on the services of our senior management, board of directors and other key personnel. On February 27, 2017, our former chairman of the board, our former CEO and board member, and our former board member and the former chairman of our subsidiary GyM resigned from their positions at our company. Effective March 2, 2017, we appointed a new CEO, and on March 31, 2017, our shareholders at the annual shareholders’ meeting appointed a new board of directors, replacing all but two of our existing directors. Moreover, other senior managers that have recently left the company.

While most of these officers have already been replaced, the replacement of existing directors and senior management is likely to have an impact on our business and results of operations. Moreover, we cannot assure you that we will be able to continue to attract and retain senior management, qualified engineers and other key personnel.

INDECOPI and Peruvian prosecutors have initiated investigations in response to a news report alleging that certain construction companies in Peru, Brazil and Spain, including our company, colluded to receive public contracts

In July 2017, media reports alleged that certain construction companies in Peru, Brazil and Spain, including our company, colluded as a “construction club” to receive public contracts. As a result of these reports, the Peruvian National Institute for the Defense of Free Competition and the Protection of Intellectual Property (“INDECOPI”) has initiated an investigation regarding the anti-competitive activities of construction companies in Peru, including our company, and have included a former employee of GyM in an investigation for collusion. In July 2017, INDECOPI conducted a search of our facilities related to these allegations. To date, there is no pending investigation of the company.

We cannot predict what the outcome of the investigations will be, the timing of any resolution, or how the resulting consequences, if any, may impact our business, financial condition and results of operations.

Risks Related to Our Company

Global economic conditions could adversely affect our financial performance

The global financial crisis and ensuing global recession in 2008 and 2009 had a significant adverse effect on the development of large-scale infrastructure and real estate projects worldwide. More recently,Subsequently, global economic conditions, including slower growth in China, declines in global commodity, in particular oil and gas prices, the appreciation of the U.S. dollar against foreign currencies, the withdrawal of investments from emerging markets and continued concerns about the U.S. and European economies, has generated economic uncertainty which could adversely affectaffected private- and public-sector investments. The United Kingdom voted to exit the European Union on June 23, 2016. As of the date hereof, the actions to be taken by the United Kingdom to effectively exit the European Union and the duration of this process are uncertain. The results of the referendum in the United Kingdom have caused, and are expected to continue to cause, volatility in financial markets, which in turn could have substantial adverse effects on our business, financial condition and results of operations. On November 8, 2016, Mr. Donald J. Trump was elected president of the United States. President Trump has espoused an inclination to considerimplemented greater restrictions on free trade and limitations on immigration. Changes in social, political, regulatory and economic conditions in the United States or in laws and policies governing foreign trade could create uncertainty in the international markets and could have a negative impact on emerging market economies, including the Peruvian economy, which in turn could have a negative impact on our operations. Future global economic conditions, in particular fluctuations in commodity prices and financings costs, may impact our clients’ investment decisions. Should our clients choose to postpone or suspend new investments or delay or cancel the execution of existing projects as a result of global economic conditions, demand for our products and services, including our backlog, would decline, which may result in a decline in revenues and in under-utilization of our capacity. In addition, our business may be impacted by adverse economic developments even after economic conditions have improved because of the lag time between when investments decisions are made and when the projects are executed. Furthermore, financial difficulties suffered by our clients, joint operation partners, subcontractors or suppliers due to global economic conditions could result in payment delays or defaults, or increase our costs or adversely impact our project execution. Accordingly, a global economic downturn could have a material adverse effect on our financial performance.

We face significant competition in each of our markets

Each of the markets in which we operate is competitive. We compete on the basis of, among other factors, price, performance, product and service quality, skill and execution capability, client relations, reputation and brand, and health, safety and environmental record. We face significant competition from both local and international players. Some of these competitors may have greater resources than us or specialized expertise in certain sectors. In addition, a portion of our business is derived from open bidding processes which can be highly competitive. Certain of our markets are highly fragmented with a large number of companies competing for market share. Our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in a contract that we might not deem acceptable. Moreover, we cannot assure you that we will not face new competition from industry players entering or expanding their operations in our markets. If we are unable to compete effectively, our ability to continue to grow our business or maintain our market share would be affected. In addition, because one of the factors on which we generally compete is price, increased competition could impact our operating margins. Accordingly, our business and financial performance could be adversely affected by competition in our markets.

A major change in Peruvian government policies could affect our business

Our business is significantly affected by national, regional and municipal government policies and regulations, including with respect to infrastructure concessions or similar contracts to the private sector, public spending in infrastructure investment and government housing subsidies, among others. Any adverse change in government policies with respect to these matters could result in a material adverse effect on our business and financial performance.

Social conflicts may disrupt infrastructure projects

Despite Peru’s ongoing economic growth and stabilization, high levels of poverty and unemployment and social and political tensions continue to be pervasive problems in the country. Peru has, from time to time, experienced social and political turmoil, including riots, nationwide protests, strikes and street demonstrations. In recent years, certain regions experienced strikes and protests related mainly to the environmental impact of mining activities, which resulted in commercial disruptions, including in the departments of Cajamarca and Arequipa. These protests may lead to the suspension of mining projects. Social conflicts may disrupt, delay or suspend infrastructure projects in the future, which could have a material adverse effect on our business and financial performance.

New projects may require the prior approval of local indigenous communities

In September 2011, Peru enacted Law No. 29,785, regarding the Prior Consultation Right of Local Indigenous Communities, in accordance with the International Labor Organization Convention No. 169 (Ley(Ley del Derecho a la Consulta Previa a los Pueblos Indígenas y Originarios, Reconocido en el Convenio 169 de la Organización Internacional del Trabajo)Trabajo). This law establishes a priornon-binding consultation procedure (procedimiento(procedimiento de consulta previa)previa) that the Peruvian government must carry out with local indigenous communities, whose rights may be directly affected by new legislative or administrative measures, including the granting of certain permits or new concessions or similar contracts, such as for mining, energy and oil and gas projects. Local indigenous communities do not have a veto right; and therefore, upon completion of this prior consultation procedure, the Peruvian government retains the discretion to approve or reject the applicable legislative or administrative measure. WeHowever, we cannot assure you that these consultation procedures will not negatively influence a decision by Peruvian government to grant us a permit, concession or consent and, therefore, adversely affect new projects and concessions. Accordingly, our business and financial performance may be materially and adversely affected.

Our backlog and our ratio of historical backlog to revenues may not be reliable indicators of future revenues or profit

Our backlog amount is subject to revision over time and our ability to realize revenues from our backlog is subject to a number of uncertainties. Cancellations, scope adjustments or deferrals may occur, from time to time, with respect to contracts reflected in our backlog and could reduce the amount of our backlog and the revenue and profits that we actually earn. For example, the termination of the GSP gas pipeline concession on January 24, 2017 reduced our backlog as of December 31, 2016 by US$855 million, 30.2% of our E&C backlog and 21.4% of our total backlog as of that date. Contracts may also remain in our backlog for an extended period of time and poor performance could also impact our profit from the contracts in our backlog. In addition, our backlog is expressed in U.S. dollars based onperiod-end exchange rates while a significant portion of our contracts are payable in soles or other local currencies. As a result, any depreciation of local currency would diminish the amount of revenues eventually earned relative to backlog. As of December 31, 2016, one client, Ecopetrol, concentrated 33.5% of Morelco’s backlog, and another client, Rio Alto, concentrated 44.9% of Stracon’s backlog. Moreover, the termination of the GSP gas pipeline concession on January 24, 2017 has reduced our backlog as of December 31, 2016 by US$855 million, 30.2% of our E&C backlog and 21.4% of our total backlog. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.” The amount of our backlog is not necessarily indicative of future revenues or profits related to the performance of the related contracts.

Our backlog may decline further. We cannot assure you that we will be able to obtain sufficient contracts in the future in number and magnitude to growincrease our backlog. Additionally, the amount of new contracts that we obtain can fluctuate significantly from period to period due to factors that are beyond our control.

The ratio of our historical backlog to revenues earned in subsequent years is volatile and substantially affected by a number of factors, some of which are outside our control, including levels of contract scope adjustments and our ability to enter into new contracts (which are substantially influenced by general economicmacroeconomic conditions), delays and cancellations, foreign exchange rate movements and our ability to increase the scale of our operations to expand the amount of work we carry out beyond that previously contracted. Accordingly, historical correlations between backlog and revenues may not recur in future periods. In particular, you should not assume that the ratio of our future E&C segment revenues for 2018 to backlog as of December 31, 2017 that is currently expected to be realized in that year will be comparable to our historic ratios shown in “Item 4.B. Information on the Company—Business Overview—Backlog—E&C Backlog.”

Our success depends on key personnel

Our success depends, to a significant degree, upon the services of our senior management, board of directors and other key personnel. Members of our management team are not subject to long-term employment agreements ornon-competition agreements with us. We cannot assure you that we will be successful in retaining our current senior management or members of our board of directors, nor can we assure you that, in such event, we would be able to find suitable replacements. In addition, the success of our business depends on our ongoing ability to attract, train and retain qualified engineers and other personnel. In recent years, the availability in Peru of qualified personnel who have the necessary expertise and experience has been lower than demand and, therefore, competition for human resources has become intense. We cannot assure that we will be able to hire and retain the number of qualified personnel required to meet the needs of, or to grow, our business. If we are unable to attract, train and retain the qualified personnel that we require at reasonable cost, our business and financial performance could be adversely affected.

Our success depends, to a large extent, on our reputation for the quality, reliability, timely delivery and safety of our products and services

We believe our track record and reputation are key factors in our clients’ evaluation of whether to engage our services and purchase our products, encouraging key industry players to partner with us, and recruiting and retaining talented personnel to our company. Our reputation is based, to a large extent, on the quality, reliability, timeliness and safety of our products and services. If our products do not meet expected standards or we fail to meet our deadlines, our relationship with our clients and partners could suffer, the reputation of our company could be adversely affected, we may not be invited to new bidding processes and our ability to capture new business could be severely diminished.

The nature of our business exposes us to potential liability claims and contract disputes

We may be subject to a variety of legal or administrative proceedings, liability claims or contract disputes. The government, clients and other third parties may present claims against us for injury or damage caused, directly or indirectly, by our operations, for example for alleged failures in our engineering and construction, the operation of our infrastructure concessions (such as our toll roads or the Lima Metro), and real estate developments we sell. Although we have adopted a range of insurance coverage policies and have adopted risk management and risk avoidance programs designed to reduce potential liabilities, a catastrophic event resulting from the services we have performed or products we have provided could result in significant professional or product liability, warranty or other claims against us as well as reputational harm, especially if public safety is impacted. We may in the future be named as a defendant in legal proceedings where our clients or third parties may make a claim for damages or other remedies with respect to our projects or other matters. Any liability not covered by our insurance, or in excess of our insurance limits, could result in a significant loss for us, which may affect our financial performance. Moreover, certain of our clients have executed the performance guarantees that we were required to deliver in connection with their project in order to gain leverage, we believe, in the negotiation of contract disputes with us.

We are susceptible to operational risks that could affect our business and financial performance

Our business is subject to numerous industry-specific operational risks, including natural disasters, adverse weather conditions, operator error or other accidents, mechanical and technical failures, explosions and other events and accidents, many of which are beyond our control. Such occurrences could result in injury or loss of life, severe damage to and destruction of property and equipment, business interruption, pollution and other environmental damage,clean-up responsibilities, regulatory requirements, investigations and penalties, potential liability claims and contractual disputes. In addition, such occurrences could materially impact our reputation. Although we maintain comprehensive insurance covering our assets and operations at levels that our management believes to be adequate, our insurance coverage will not be sufficient in all circumstances or to protect against all hazards. The occurrence of such an operational risk could have a material adverse effect on our business and financial performance.

Deterioration in our safety record could adversely affect our business and financial performance

Our ability to retain existing clients and attract new business is dependent on our ability to safely operate our business. Existing and potential clients consider the safety record of their services providers to be of high importance in their decision to award service contracts. Some of our activities, in particular in our E&C segment, as well as our electricity networks services line of business, can be high risk by their nature. If one or more accidents were to occur at a site, the affected client may terminate or cancel our contract and may be less likely to continue to use our services. WeAlthough our track record on safety matters is consistent with industry standards, we cannot assure you that we will not experience accidents in the future, causing our safety record to deteriorate. Accidents may be more likely as we continue to grow, particularly if we are required to hire less experienced employees due to shortages of skilled labor. Moreover, often times we do not perform these activities by ourselves and accidents can happen due to errors committed by partners and subcontractors over whom we have no control. Because many of our clients require us to report our safety metrics to them as part of the bidding process and because a substantial part of our client base is comprised of major companies with high safety standards, a general deterioration in our safety record could have a material adverse impact on our business including our ability to bid for new contracts.

Any safety incidents or deterioration in our safety record could adversely impact our ability to attract and retain qualified employees. In addition, we could also be subject to liability for damages as a result of accidents and could incur penalties or fines for violations of applicable safety laws and regulations.

Increases in the prices of energy, raw materials, equipment or wages could increase our operating costs

Our business requires significant purchases of energy, raw materials and components, including, among others, large quantities of fuel, cement and steel, as well as purchases or leases of equipment. Certain inputs used in our operations are susceptible to significant fluctuations in prices, over which we may have little control. The prices of some of these inputs are affected to a significant extent by the prices of commodities, such as oil and iron. Global oil prices in particular have declined significantly in recent years, although they increased in 2016 and subsequently,2017 and they decreased in 2018, and we cannot assure you that oil prices will not continue to increase in the future (although increased oil prices would benefit revenues in our Energy line of business.business). Substantial increases in the prices of such commodities generally result in increases in our suppliers’ operating costs and, consequently, lead to increases in the prices they charge for their products. Moreover, we do not have long-term contracts for the supply of our key inputs, and, as a result, if prices increase significantly or if we are required to find alternative suppliers, our costs to procure these inputs may increase significantly. In addition, growing demand for labor, especially when coupled with shortages of qualified employees in the countries where we operate, may result in significant wage inflation. To the extent that we are unable to pass along to our clients increases in the prices of our key inputs or increases in the wages that we must pay, our operating margins could be materially adversely impacted.

We may not be able to obtain financing on favorable terms

Our ability to undertake large investments (particularly in our Infrastructure and Real Estate segments) or consummate significant acquisitions will depend on the availability of equity and debt financing. We cannot assure you that we will be able to obtain new financings in the future on favorable terms or at all. Our ability to obtain financings will depend in part upon prevailing conditions in credit and capital markets, which are beyond our control. In 2008 and 2009, global markets suffered turmoil, which significantly constrained the availability of new financings. In addition, our ability to obtain new financing, or refinance existing debt, may at certain times be adversely affected by the cyclicality of our business, particularly our E&C segment, as has occurred in the past. Furthermore, in response to the ensuing global economic recession in 2009, many countries, in particular the United States as well as the countries where we operate, have maintained target interest rates at very low levels. However, more recently, the U.S. Federal Reserve beganhas begun to increase target interest rates in the United States. Most emergingEmerging markets have been affected by this change in the U.S. monetary policy, resulting in a withdrawal of investments and increased volatility in the value of their currencies. If interest rates rise significantly in the United States, emerging market economies, including Peru, could find it more difficult and expensive to borrow capital and refinance existing debt. Higher interest rates globally or in Peru would in turn impact our costs of funding. If adequate funds are not available, or are not available on favorable terms, we may not be able to make future investments or take advantage ofpursue acquisitions or other opportunities.

We may not be able to recover on claims against clients for payment

If a client fails to pay our invoices on time or defaults in making its payments to us, we could incur significant losses. We occasionally bring claims against clients principally the government, for delayed payments, additional costs that exceed the contract price or for amounts not included in the original contract price, including change orders. These types of claims can occur due to matters such as owner-caused delays or changes from the initial project scope, and, occasionally, they can be the subject of lengthy proceedings. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. Moreover, we have recently encountered difficulties collecting on claims, even following successful arbitration awards, particularly against the government. A failure to promptly recover on these types of claims and change orders could have a material adverse effect on our financial performance.

If we are unable to enter into consortia or other strategic alliances, our ability to compete for new business may be adversely affected

We may join with other companies to form joint operations or other strategic alliances to compete for a specific concession or contract, including with partners that contribute expertise in a specific field. Because a consortium or alliance can often offer stronger combined qualifications than a company on a stand-alone basis, these arrangements can be important to the success of a particular bid. If we are unable to enter into consortia or other strategic alliances, our ability to compete for new business may be adversely affected.

Our consortia and other strategic alliances may be affected by disputes with, or the unsatisfactory performance by, our partners

ConsortiaAlthough we have a thorough partner selection process, consortia and other strategic alliances that we enter into as part of our business, including arrangements where operating control may be shared with unaffiliated third parties, may involve risks not otherwise present when we operate independently, including: sharing approval rights over major decisions; responsibility for our partners’ unpaid obligations or liabilities; ensuring ethical and compliance behavior; and inconsistencies in our and our partners’ economic or business interests or goals. Any disputes between us and our partners may result in delays, litigation or operational impasses. We may also incur liabilities as a result of action taken by our partners. In addition, if we participate in consortia or other strategic alliances where we are not the controlling party, we may have limited control over operationoperational, financial and other management decisions and actions and the success of the consortium or other strategic alliance will depend largely on the performance of our partners. These risks could adversely affect our ability to transact the business that is the subjectobject of such consortium or other strategic alliance, and could result in the termination of the applicable concession or contract. Under these circumstances, we may be required to make additional investments and provide additional services to ensure adequate performance and delivery. These additional obligations could result in reduced profits or, in some cases, increased liabilities or significant losses for us. In addition, failure by a partner to comply with applicable laws or regulations could negatively impact our business and, in the case of government contracts, could result in fines, suspension or even debarment from participating in bidding processes. As a result, our business and financial performance could be adversely affected by disputes involving our consortia or other strategic alliances. We have recently been involved in ongoing disputes, including arbitration proceedings, with our minority partner in Adexus. These disputes could result in disruptions in Adexus’ operations.

We are dependent upon third parties to complete many of our contractual obligations

We rely on third-party suppliers to provide a significant amount of the materials and equipment used in our businesses. A portion of the work performed under our infrastructure concessions and, to a lesser extent, other contracts is performed by third-party subcontractors. As a result, the timely completion and quality of our projects may depend on factors beyond our control, including the quality and timeliness of the delivery of materials supplied for use in the project and the technical skills of subcontractors hired for the project. If we are unable to find qualified suppliers or hire qualified subcontractors, our ability to meet our contractual obligations could be impaired. In addition, if the amount we are required to pay for supplies, equipment or subcontractors exceeds what we have estimated, we may suffer losses under our contract. If a supplier or a subcontractor fails to provide supplies, equipment or services as required under a negotiated arrangement for any reason, or provides supplies, equipment or services that are not of an acceptable quality, we may be required to source those supplies, equipment or services on a delayed basis or at a higher price than anticipated, which could impact our financial performance. In addition, faulty materials or equipment could result in claims against us for failure to meet contractual specifications, and failure by suppliers or subcontractors to comply with applicable laws and regulations could negatively impact our reputation and our business and, in the case of government contracts, could result in fines, suspension or even debarment from participating in bidding processes. These risks may be intensified during economic downturns if these suppliers or subcontractors experience financial difficulties. As a result, our business and financial performance may be adversely affected by our dependence on third-party providers.

Debarment from participating in government bidding processes would have a material adverse effect on our business and financial performance

We or one of our subsidiaries would face debarment from participating in government bidding processes for one to three years if, including potentially as a result of the ongoing investigations against our company and GyM, we or they were found to have violated certain provisions of the Peruvian State Contracting Law (Ley(Ley de Contrataciones del Estado)Estado). We and our subsidiaries are required to comply with a large number of contractual obligations with the government in our business, and we cannot assure you that we will be in full compliance at all times. Moreover, suchthe imposition of a debarment wouldon a subsidiary could affect the ability of our entire company (including any ofor our subsidiaries), and notother subsidiaries (not just the line of business where the alleged violation took place,subsidiary that was debarred), to participate in government bids under the Peruvian State Contracting Law. In April 2013, Perupetro initiated an administrative proceeding against a subsidiary in our E&C segment, claiming that the subsidiary had submitted a bid to provide engineering services while not being in compliance with certain technical requirements. We lost the administrative proceeding as well as the first and second instances of the judicial proceeding we had initiated to contest such administrative proceeding. We appealed the adverse judgment and are currently in annulment proceedings. Although we believe that the likelihood of an adverse outcome in this proceeding is remote, an adverse outcome would affect that particular subsidiary’s participation in government bidding processes under the Peruvian State Contracting Law. Subsequently, we canceled the road maintenance services contract because the regional government of Cusco did not pay any valuations (January, February and March of 2014) and did not give us access to the entire stretch of the related road. We have initiated an action against the regional government of Cusco for an amount of S/.97.4 million, and the government has filed a counterclaim for S/.403 million. All these proceedings remain pending as of the date of this annual report, and we cannot assure you that our position will prevail.

During 2016, 11%Approximately 11.6% of our 2018 revenues on a consolidated basis was derivedcame from public sectorpublic-sector contracts in Peru (excludingPeru. As of December 31, 2018, 6.5% of our backlog is comprised of contracts with the public infrastructure concessions).sector. As a result, if our company iswe are debarred from participating in government bidding processes, our business and financial performance would be materially and adversely affected.

We may not be able to successfully expand outside of Peru

One of our long term strategies has been to continue to expand our operations outside of Peru, particularly in Chile and Colombia, and we expect that our international operations could become a more significant part of our consolidated business in future. We cannot assure you that we will be able to replicate our success in Peru in other countries. Our international expansion is subject to additional challenges, including: our ability to assimilate cultural differences and practices; our limited familiarity with local laws, regulators and contractors; our ability to attract and manage foreign personnel; the absence of a local workforce formed in our corporate values and familiar with our operations; competition in foreign markets, including from industry players with significantly greater local experience and reputation; and other risks specific to these countries. Many countries in Latin America have suffered significant economic, political and social crises in the past, and these events may occur again in the future. If we are unable to overcome these challenges, we may not be able to successfully expand internationally.

We may not be able to make successful acquisitions

Part of our long-term strategy has been to evaluate strategic acquisition opportunities to expand our operations and geographic footprint, especially in Chile and Colombia. We may not be able to identify appropriate acquisition opportunities, or, if we do, we may overpay for these acquisitions or may not otherwise be able to negotiate terms and conditions that are acceptable to us. We may also face difficulties obtaining financing to pay for acquisitions. In addition, we may not be able to obtain regulatory approvals, including antitrust approvals, required to consummate acquisitions. Furthermore, even if we are able to successfully consummate an acquisition, we may encounter challenges in integrating the acquired business effectively and profitably into our operations. The integration of an acquisition involves a number of factors that may affect our operations, including diversion of management’s attention, difficulties in retaining personnel and entry into unfamiliar markets. Acquired businesses may not achieve the levels of productivity anticipated or otherwise perform as expected. Acquisitions may bring us into businesses we have not previously

conducted and expose us to additional business risks that are different from those we have traditionally experienced, including new geographic, market, operating and financial risks. Moreover, acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our rights, contractual or otherwise. We cannot assure you that future acquisitions will meet our strategic objectives.

Failure to comply with, or changes in, laws or regulations could have a material adverse effect on our business and financial performance

We operate in highly regulated industries. Our business and financial performance depends on our and our clients’ ability to comply on a timely and efficient basis with extensive national, regional and municipal laws and regulations relating to, among other matters, environmental, health and safety, building and zoning, labor, tax and other matters. The cost of complying with these laws and regulations can be substantial. In addition, compliance with these laws and regulations can cause scheduling delays. Although we believe we are in compliance with all applicable concessions, other similar contracts, laws and regulations in all material respects, we cannot assure you we have been or will be at all times in full compliance. Failure by us or our clients to comply with our concessions, similar contracts or these laws and regulations could result in a range of adverse consequences for our business, including subjecting us to significant fines, civil liabilities and criminal sanctions, requiring us to comply with costly restorative orders, the shutdown of operations, and revocation of permits and termination of concessions or similar contracts. In addition, we cannot assure you that future changes to existing laws and regulations, or stricter interpretation or enforcement of existing laws and regulations, will not impair our ability to comply with such laws and regulations or increase our compliance costs.

We may be held liable for environmental damage caused by our operations

The nature of certain of our operations requires us to assume risks of causing environmental and other damages. We may be held liable for the environmental damage we cause, including the incidental consequences of human exposure to hazardous substances or other environmental damage. We may be subject to clean up costs or penalties in the event of certain discharges into the environment and/or environmental contamination and damage. Our environmental liability insurance may not be sufficient or may not apply to certain types of environmental damage. Any substantial liability for environmental damage could have a material adverse effect on our financial performance.

New environmental regulation as a result of climate change could impact our business and financial performance

Growing concerns about climate change could result in the imposition of additional or more stringent environmental requirements or regulations. For example, there are ongoing international efforts to address greenhouse emissions, such as the Kyoto Protocol or the more recent Paris Agreement, which are in various stages of negotiation and implementation. If more stringent environmental regulation is adopted in the countries where we operate, we may be obliged to incur higher expenditures than anticipated, adversely affecting our financial performance. In addition, future remediation requirements in the event that we are found responsible for environmental damage may be substantial whichand could impact our financial condition. Moreover, more stringent environmental regulation could increase the costs of projects for our clients or, in some cases, prevent a project from going forward, thereby potentially reducing the demand for our services. Accordingly, new environmental regulation could have a material adverse effect on our business and financial performance.

We may not be able to effectively protect ourselves against financial market risks

Our operations are exposed to financial market risks, such as risks related to exchange rates, commodity prices and to a lesser extent, interest rates. Fluctuations in currency, commodity prices or interest rates could adversely affect our financial performance. We cannot assure you that derivative financial instruments will protect us from the adverse effects of financial market risks. While hedging transactions are intended to reduce market risks, such transactions may expose us to other risks, such as counterparty risk. We may not be able to adequately protect ourselves against financial market risks and may not ultimately achieve an economic benefit from our hedging strategy.

The loss of a key client in some of our lines of business may affect our business and financial performance

In some of our lines of business, such as our Infrastructure and Technical Services segments,segment, a substantial amount of the revenue we receive is concentrated among a limited number of clients, including the Peruvian government. If one or more of these major clients fail or delay in paying our fees, or if there is a significant reduction or cancellation of business by one or more of these major clients, our business and financial performance may be adversely affected. In particular we cannot assure you that Enel, which acquired Enersis (from whom we acquired our electricity networks services line of business in 2011), will not reduce its use of our services. If we are not able to capture new clients to replace the loss of business from existing key clients, our financial performance may be adversely affected.

Our use of thepercentage-of-completion method of accounting for our Engineering and Construction segment could result in a reduction of previously recorded profits

In accordance with IFRS, we measure and recognize a large portion of our revenues under thepercentage-of-completion accounting methodology. This methodology allows us to recognize revenues ratably over the life of a contract, without regard to the timing of receipt of cash payments, by comparing the amount of the costs incurred to date against the total amount of costs expected to be incurred. The effect of revisions to estimated costs, and thus revenues, is recorded when the amounts are known and can be reasonably estimated. These revisions can occur at any time and could be material. On a historical basis, we believe that we have made reasonably reliable estimates of the progress towards completion on our long-term contracts. However, given the uncertainties associated with these types of contracts and inherent in the nature of some of the industries in which we operate, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded profits.

Labor unrest could adversely affect our financial performance

All of our manual laborers and a portion of our employees are members of labor unions. Our practice is generally to extend benefits we offer our unionized employees tonon-unionized employees. In our E&C segment, collective bargaining agreements are negotiated at two levels, on an annual basis between the Peruvian National Federation of Civil Construction and the Peruvian Chamber of Construction, without our direct involvement, and on a per project basis directly between the unions and us in accordance with such annual agreement. We also have collective agreements with our employees in certain of our business segments, which are also negotiated periodically. Although we consider that our relationship with unions areis currently positive, we cannot assure you that we will not experience work slowdowns, work stoppages, strikes or other labor disputes in the future, which could result in the interruption or delay of our operations. Such interruptions or delays could have an adverse impact on our business, including on the cost of our projects and our ability to make timely delivery. Moreover, our operations may also be affected by labor unrest in our clients’ or our partners’ workforce.

The proceeds from our insurance policies may not be sufficient and we may not be insured against all risks

We maintain insurance coverage both as a corporate risk management strategy and in order to satisfy the requirements under certain regulations and contracts. We cannot assure you that proceeds from our insurance policies, however, will be sufficient to cover the damages resulting from any event covered by such policies. Certain risks are not covered under the terms of our insurance policies,

such as interruption of operations. In such event, we may incur significant expenses to rebuild our facilities, repair or replace our equipment, or cover other damages. In addition, if any of our third-party insurers fail, abruptly cancel our coverage or otherwise cannot satisfy their insurance requirements to us, then our overall risk exposure and operational expenses could be increased. Moreover, we may not be able to renew our insurance policies on favorable terms, or at all. Although in the past we have been generally able to cover our insurance needs, we cannot assure you that we will be able to secure all necessary insurance in the future.

An increase in import duties and controls, or other restrictions on our obtaining instruments and equipment, may have a material adverse effect on our financial performance

Our future success depends in part on our ability to select and purchase high quality mechanical instruments and equipment at attractive prices. While we have historically been able to do so, such instruments and equipment may become subject to higher import taxes than currently apply. We cannot assure you that there will not be further increases in import taxes, changes in laws related to imports or the imposition of quotas by countries from which we import mechanical instruments and equipment, any of which could have a material adverse effect on our business. Furthermore, our ability to pay our instrument or equipment suppliers could be affected by our failure to obtain, on a timely basis, authorization from the Ministry of Justice pursuant to Law 30,737 to make such payments. Such restrictions may limit our ability to purchase necessary instruments and equipment.

The government may declare the nullity of public bidding processes after we have been awarded a project or concession

Even if we win the public bidding for a project or concession, the government may subsequently declare the process void for political, budgetary or other reasons and may cancel or terminate the project or concession awarded to us. For example, in June 2014, we were determined the winner of a public bidding for a concession to operate the fare collection system of Lima’s integrated transportation system for a period of 16 years. However, in January 2015, the Municipality of Lima notified us that the board of directors of the Instituto Metropolitano Protransporte de Lima – Protransporte had declared the nullity of the public bidding process, based on a report issued by the Peruvian Ministry of Economy and Finance, which concluded that the Ministry should have pronounced itself with respect to the concession prior to the bidding process instead of afterwards. We initiated a judicial proceeding in July 2015 to challenge such declaration of nullity, which proceedings are currently under way.remain ongoing. If upheld by the courts, the declaration of nullity of projects or concessions awarded to us could affect our future results of operations. Moreover, the uncertainty that results from these type of decisions may adversely impact investor confidence in Peru and our business.

We may not be able to successfully expand outside of Peru

One of our long term strategies has been to continue to expand our operations outside of Peru, particularly in Chile and Colombia, and we expect that our international operations could become a more significant part of our consolidated business in future. We cannot assure you that we will be able to replicate our success in Peru in other countries. Our international expansion is subject to additional challenges, including: our ability to assimilate cultural differences and practices; our limited familiarity with local laws, regulators and contractors; our ability to attract and manage foreign personnel; the absence of a local workforce formed in our corporate values and familiar with our operations; competition in foreign markets, including from industry players with significantly greater local experience and reputation; and other risks specific to these countries. Moreover, we may not be able to make equity investments when needed by our foreign operations, due to restrictions imposed by Law 30,737 in our ability to transfer funds abroad. Section II of Law 30,737, promulgated in March 2018, imposes certain restrictions on companies, such as our company, that have been partners of groups that have been, or whose officers or representatives have been, convicted of, or have admitted to, corruption, money-laundering or similar crimes. Among other things, the law requires that these companies submit money transfers abroad to the Peruvian Ministry of Justice forpre-approval, and we cannot assure you that any such approvals will be granted in a timely manner or at all.

Many countries in Latin America have suffered significant economic, political and social crises in the past, and these events may occur again in the future. If we are unable to overcome these challenges, we may not be able to successfully expand internationally.

We may not be able to make successful acquisitions

Part of our long-term strategy has been to evaluate strategic acquisition opportunities to expand our operations and geographic footprint, especially in Chile and Colombia. We may not be able to identify appropriate acquisition opportunities, or, if we do, we may overpay for these acquisitions or may not otherwise be able to negotiate terms and conditions that are acceptable to us. We may also face difficulties obtaining financing to pay for acquisitions. Law 30,737 currently requires that payments we make abroad be submitted to the Peruvian Ministry of Justice forpre-approval, and we cannot assure you that any such approvals will be granted in a timely manner or at all. In addition, we may not be able to obtain regulatory approvals, including antitrust approvals, required to consummate acquisitions. Furthermore, even if we are able to successfully consummate an acquisition, we may encounter challenges in integrating the acquired business effectively and profitably into our operations. The integration of an acquisition involves a number of factors that may affect our operations, including diversion of management’s attention, difficulties in retaining personnel and entry into unfamiliar

markets. Acquired businesses may not achieve the levels of productivity anticipated or otherwise perform as expected. Acquisitions may bring us into businesses we have not previously conducted and expose us to additional business risks that are different from those we have traditionally experienced, including new geographic, market, operating and financial risks. Moreover, acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our rights, contractual or otherwise. We cannot assure you that future acquisitions will meet our strategic objectives.

Our IT security measures may be breached or compromised and we may sustain system outages

We rely on encryption, authentication technology and firewalls to provide security for confidential information, including personal data, transmitted to and by us over the internet. A breach of our network security measures could result in the misappropriation of proprietary or personal information or cause interruptions in our IT services or operations, could damage our reputation and harm our ability to deliver services to our clients. This may result in client dissatisfaction and a loss of business. Our security measures may be inadequate to prevent security breaches, and we may be required to expand significant capital and other resources to protect against the threat of security breaches and to alleviate problems caused by breaches as well as by any unplanned unavailability of our IT systems caused by other reasons, which may adversely affect our business and financial performance.

Our services may infringe upon the intellectual property rights of others

Our IT services, or third-party products we offer our clients, may infringe the intellectual property rights of third parties, and we may have infringement claims asserted against us. These claims may harm our reputation, increase our costs and prevent us from offering certain services or products. Any claims or litigation relating to intellectual property, even if ultimately decided in our favor, could be time-consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements. Any limitation on our ability to provide a service or product could result in our loss of revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects, which may adversely affect our business and financial performance.

Additional Risks Related to our Engineering and Construction Business

We are vulnerable to the cyclical nature of theend-markets we serve

Demand for our engineering and construction services is dependent on conditions in theend-markets we serve, which include, among others, the mining, power, oil and gas, transportation, real estate and other infrastructure sectors in Peru, as well as the mining sector in Chile and the energy sector in Colombia. Consequently, our engineering and construction business is closely linked to the performance and growth of these sectors, and it is exposed to many of the risks faced by our clients operating in these sectors, over which we have no control. These industries tend to be cyclical in nature and, as a result, although downturns can impact our entire company, our engineering and construction business has historically been subject to periods of very high and low demand. For example, between 2000 and 2003, there was a significant decline in activity in the Peruvian real estate and construction sectors, which consequently affected our and our competitors’ business and financial performance during that time. Factors that can affect these sectors include, among others, macroeconomic conditions, climate conditions, the level of private and public investment, the availability of credit, changes in laws and regulations, and political and social stability. The mining and oil and gas sectors, in particular, are also driven by worldwide demand for the underlying commodities, including, among others, silver, gold, copper, oil and gas, which can be affected by such other factors as global economic conditions and geopolitical affairs. TheA decline in recent years in prices for minerals, oil and gas has had in the past, and could have in the future, a significant impact on our clients’ exploration and production activities and, as a result, on their demand for our engineering and construction services. Accordingly, continuing adverse developments in theend-markets served by our engineering and construction business could have a material adverse effect on our financial performance.

Decreases in capital investments by our clients may adversely affect the demand for our services

Our engineering and construction business is directly affected by changes in private-sector and, to a lesser extent, public-sector investments for large-scale infrastructure projects. In addition, our engineering and construction business is directly affected by the availability and cost of financings for these projects. In the markets where we operate, investments and financings for large-scale projects have historically been influenced by macroeconomic and other factors which are beyond our control, including in the case of public-sector investment, government spending levels. As a result, we cannot assure you that clients will not choose to limit or not undertake new projects or delay, suspend or cancel existing projects. Further reductions in anticipated capital investments or available financing for large-scale projects could have a material adverse effect on our financial performance. Public and private investment in our markets slowed significantly during 2016, 2017 and 2018 as a result of market conditions. In the case of Peru, Colombiapublic and Chileprivate investment slowed significantly during 2016 and 2017, as a result of market conditions and, in the case of Peru, as a result of corruption investigations and political uncertainty. In 2018, Peru experienced a growth rate of 5.20% in private and public investment, but we cannot assure you that such growth will continue in subsequent years.

Our revenues may fluctuate based on project cycles, which we may not control

The substantial majority of the revenues from our engineering and construction business is generated from project awards, the timing of which may be unpredictable and outside of our control, especially considering the highly competitive bidding processes and complex and lengthy negotiations they involve. These processes can be impacted by a wide variety of outside factors including governmental approvals, financing contingencies and overall market and economic conditions. Moreover, because a significant portion of our revenues is generated from large-scale projects, our results of operations can fluctuate quarterly or yearly depending on whether and when project awards occur and the commencement and progress of work under awarded contracts. As a result, we are subject to the risk that revenues may not be derived from awarded projects as quickly as anticipated.

Our business may be adversely affected if we incorrectly estimate the costs of our projects

We conduct our engineering and construction business under various types of contractual arrangements where costs are estimated in advance. In some of our contracts (i.e.,lump-sum, unit price and EPC), we bear the risk of some or all unanticipated cost overruns, including due to inflation or certain unforeseen events. Risks under contracts which could result in cost overruns include: difficulties in performance of our subcontractors, suppliers, or other third parties; changes in laws and regulations or difficulties in obtaining permits or other approvals; unanticipated technical problems; unforeseen increases in the cost of inputs, components, equipment, labor, or the inability to obtain these on a timely basis; delays caused by weather conditions; incorrect assumptions related to productivity or scheduling estimates; and project modifications that create unanticipated costs or delays. These risks tend to be exacerbated for longer term contracts since there is increased risk that the circumstances under which we based our original bid could change. In many of our contracts, we may not be able to obtain compensation for additional work performed or expenses incurred. Our failure to estimate accurately the resources and time required to complete a project could adversely affect our profitability. Even under our cost-plus contracts, our inability to complete projects within the estimated budget could affect our relationship with our clients and negatively impact awards of future contracts. As a result, if we incorrectly estimate the costs of our projects, our business and financial performance could be adversely affected.

We may be unable to deliver our services in a timely manner

The success of our engineering and construction business depends on our ability to meet the standards and schedules required by our clients. Significant delays that prevent us from providing our services on agreed time frames could adversely affect our client relations and reputation. Delays may occur for a number of reasons, including as a result ofincluding: our inability to adequately foresee the needs of our clients; delays caused by our joint operation partners, subcontractors or suppliers; insufficient production capacity; equipment failure; shortage of qualified workers; changes to customs regulations; and natural disasters. Failure to finish construction by the contractual completion date set forth in the contract could result in costs that reduce our projected profit margins, including a requirement to pay daily penalties and damages. If we are unable to meet deadlines, either due to internal problems or as a result of events over which we have no control, we may lose the trust of our clients and, therefore, experience a decrease in the demand for our services. In such event, our business and financial performance could be adversely affected.

We may not be able to obtain compensation for additional work or expenses incurred as a result of client-requested change orders

Clients often determine, after commencement of the project, to change various elements of the project. Some of our contracts may also require that clients provide us with design or engineering information or with equipment or materials to be used on the project, and, in some cases, the client may provide us with deficient design or engineering information or equipment or materials or may provide the information or equipment or materials to us later than required by the project schedule. Our project contracts generally require the client to compensate us for additional work or expenses incurred due to client requested change orders or failure of the client to provide us with specified design or engineering information or equipment or materials. Under these circumstances, we generally negotiate with the client with respect to the amount of additional time required to make these changes and the compensation to be paid to us. We are subject to the risk that we are unable to obtain, through negotiation, arbitration, litigation or otherwise, adequate amounts to compensate us for the additional work or expenses incurred by us due to client-requested change orders or failure by the client to timely provide required items. A failure to obtain adequate compensation for these matters could require us to record an adjustment to amounts of revenue and gross profit that were recognized in prior periods. Any such adjustments, if substantial, could have a material adverse effect on our financial performance.

We may have difficulty obtaining performance bonds that we require in the normal course of our operations

In our engineering and construction business, it is industry practice for customers to require performance bonds or other forms of credit enhancement to secure, among other things, bids, advance payments and performance. We cannot assure you that in the future we will not encounter difficulties in obtaining such performance bonds or credit enhancements. The Peruvian market for these types of credit instruments is small; moreover, under Peruvian banking regulations, lenders are required to impose limits on the amount of credit they extend to a group of affiliated companies. Failure to provide performance bonds or credit enhancements on terms required by clients may result in our inability to compete for or win new projects.

Additional Risks Related to our Infrastructure Business

A substantial or extended decline in oil prices may adversely affect our financial performance

A substantial part of the revenues of our infrastructure business depends upon prevailing prices for oil. Historically, oil prices and markets have been volatile and are likely to continue to be volatile in the future. Moreover, global oil prices have declinedfluctuated significantly in recent years, with the average Brent crude prices declining from US$111.65 in 2012, US$108.64 in 2013 and US$99.02 per barrel in 2014 to US$52.4654.20 per barrel in 2015 and US$43.55 per barrel in 2016. During 2017, the2017. In 2018, average Brent crude price wasprices increased to US$52.8470.99 per barrel, but during the first quarter of 2019, decreased to US$63.23 per barrel.Oil is a commodity and its price is subject to wide fluctuations in response to relatively minor changes in supply and demand for oil, market uncertainty, and a variety of additional factors beyond our control. Those factors include, among others: global demand and supply; political developments in producing regions; weather conditions; governmental regulations; international conflicts and acts of terrorism; the price and availability of alternative sources of energy; and overall local and global economic conditions. Moreover, lower oil prices may not only decrease our revenues on a per unit basis, but may also reduce the amount of oil we can produce economically, if any, and, as such, may have a negative impact on the reserves of the fields in which we operate. As result, our financial performance could be materially and adversely affected by declines in oil prices.

Our reserves estimates depend on many assumptions that may turn out to be inaccurate and are not subject to review by independent reserve auditors

The process of estimating oil and gas reserves is complex, although the fields where we produce oil and gas are mature (Block I has been in production for over 100 years, Block III for approximately 100 years, Block IV for approximately 95 years and Block V for over 50 years). In order to prepare our reserves estimates presented in this annual report, we must project production rates and timing of development expenditures as well as analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil prices,

drilling and operating expenses, capital expenditures, taxes, and availability of funds. Therefore, estimates of reserves are inherently imprecise. Moreover, our reserve estimates included in this annual report have been prepared internally by our team of engineers, and have not been audited or reviewed by independent engineers. Actual futureFuture real production, oil and gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable reserves will most likely vary from the estimates presented in this annual report, and those variances may be material. Any significant variance could materially affect the estimated reserves of the fields in which we operate.

Our return on our investment in our concessions may not meet estimated returns

Our return on any investment in a concession is based on the terms and conditions of the concession, its duration and the amount of capital invested as well as the amount of revenues collected, debt service costs, payment of penalties and other factors. For example, traffic volume at toll roads may be affected by a number of factors beyond our control, including security conditions; general economic conditions; demographic changes; fuel prices; reduction in commercial or industrial activities in the regions served by the roads; and natural disasters. Decreased traffic at Norvial could adversely affect our financial performance. Although some of our concessions allow for adjustments based on economic conditions, certain concessions provide that adjustment requests be approved only if certain limited events specified in our concession contracts have occurred. If a request of adjustment is not granted, our financial performance could be affected. Given these factors and the possibility that governmental authorities could implement policies that affect our contractual return on investment in a way that we did not anticipate, we cannot assure you that our return on any investment under any concession will meet our estimates.

Governmental entities may terminate prematurely our concessions and similar contracts under various circumstances, some of which are beyond our control

Our ability to continue operating our concessions and similar public-sector contracts depends on governmental authorities, which may terminate the concession or contract pursuant to the provisions set forth therein or in accordance with applicable legislation, including the failure to comply with any contractual terms (including the concessionaire’s default on debt) or applicable law. Moreover, the relevant governmental authority may terminate and/or repossess a concession at any time, if, in accordance with applicable law, the governmental authority determines that it is in the public interest to do so. The relevant governmental authority may also assume the operation of a concession in certain emergency situations, such as war, public disturbance or threat to national security. In addition, in the case offorce majeure, the relevant governmental authority may require us to implement certain changes to our operations. If the government terminates any of our concessions, under Peruvian law, it is generally required to compensate us for the amount of our unrecovered investment, unless the concession is revoked pursuant to applicable law or the terms of the concession which would imply a serious breach of the concession’s terms by us. Such compensation process is likely to be time consuming and the amount paid to us may not fully compensate us. We cannot assure you that we would receive such compensation on a timely basis or in an amount equivalent to the value of our investment in a concession plus lost profits.

We are exposed to risks related to the operation and maintenance of our concessions and similar contracts

The operation and maintenance requirements under our concessions could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to realize the expected return on these projects, increase our operating or capital expenses and adversely affect our business and financial performance. In addition, our operations may be adversely affected by interruptions or failures in the technology and infrastructure systems that we use to support our operations, including toll road collection and traffic measurement systems. The Lima Metro in particular may be susceptible to outages due to power loss, telecommunications failures and similar events. The failure of any of our technology systems may cause disruptions in our operations, adversely affecting our profitability. While we have business continuity plans in place to reduce the adverse impact of information technology system failures on our operations, we cannot assure you that these plans will be effective. Furthermore, accidents and natural disasters may also disrupt the construction, operation or maintenance of our projects and concessions, which could adversely affect our business and financial performance.

We may not be successful in obtaining new concessions

The market for infrastructure concessions in Peru is competitive. We compete with Peruvian and foreign companies for infrastructure concessions in Peru, some of whom may have greater financial and other resources or particular expertise pertinent to a specific concession. Additionally, our public-sector clients may face budget deficits that may prohibit the development of infrastructure concessions, which could affect our business. We may also not be able to obtain additional concessions if the government decides not to award new concessions, due to budget constraints or policy changes or because alternative financing mechanisms are used. Recently, the awarding of concessions and the use of public-private associations in Peru have stalled, due in part to concerns related to the corruption scandal surrounding Odebrecht and its potential effect on government officials in the country. Our inability to bid for or obtain new concessions may adversely affect our business and financial performance.

Our contract with Petroperú S.A. (“Petroperú”) for fuel storage at the South terminal is currently scheduled to expire in August 2018.2019. Moreover, we cannot assure you whether or when we will undertake any of the projects that have been awarded to us but for which contract negotiations are ongoing or stalled, in particular the concessions for Via Expresa Sur, and Via Expresa Javier Prado.with respect to which we recently received a letter from the Municipality of Lima in which the Municipality communicated its desire to cease discussions to relaunch the project.

Additional Risks Related to our Real Estate Business

We are exposed to risks associated with the development of real estate

Our real estate business is subject to the risks that generally affect the real estate industry, such as availability and prices of suitable land, environmental and zoning regulations, interruptions in supply and volatility of the prices of construction materials and equipment, and changes in the demand for real estate. Our real estate business is specifically affected by the following risks: macroeconomic conditions in Peru that may impact the growth of the real estate sector as a whole, particularly in the residential market, including an increase in unemployment or a decrease in wage levels; an increase in prevailing interest rates or lack of available credit; changes in government subsidies for affordable housing; unfavorable real estate market conditions, such as an oversupply of residential units or scarcity of suitable land in particular areas; the level of customer interest in our new projects or the sales price per unit necessary to sell the unit may be lower than expected; customer perception of the security, convenience and attractiveness of our projects and the areas in which they are located; cost overruns, many of which may be beyond our control, that exceed our estimates and affect our profit margins, including the price of labor, land, insurance, taxes and public charges; the construction and sale of units may not be completed on schedule; bankruptcy or significant financial difficulties of large industry players, which cause a loss of confidence in the industry; limitations when contracting with government entities; and restrictions on real estate development imposed by local, regional and national authorities which often render restrictive or higher bureaucratic laws and regulations. Recently, real estate sales have slowed due to modifications by the government to a program (Bono de Buen Pagador) that encourages social interest housing sales as well as less access to credit. The occurrence or continuation of any of the above events may have a material adverse effect on our business and financial performance.

Real estate prices may not continue to rise and may decline

Real estate prices in Peru have risen significantly over the last decade. We cannot assure you that this increase in real estate prices does not represent a bubble. Real estate prices in Peru may not continue to rise or may decline significantly, particularly if financing costs rise or consumer confidence in the real estate market erodes. If real estate prices decline significantly, our business and financial performance could be materially and adversely affected.

Our business may be adversely affected if we are not able to obtain the necessary licenses and/or authorizations for our developments in due time

Real estate development requires obtaining certain licenses, authorizations and registrations. In Peru, localmunicipal authorities are responsible for issuing most of the licenses that are required during the development stage, including zoning, demolition, construction and constructionconformity (conformidad de obra) licenses, among others. Currently, we have approximately 22 real estate projects in various stages of development. For some of these projects, we have not yet initiated the administrative proceedings beforewith the appropriate authorities, or such proceedings are pending approval.A denial or an extended delay in issuing licenses, authorizations or registrations, or an extended delay by municipal authorities in approving licensing procedures, may render land unsuitable for development, delay the completion of planned projects, increase our costs or otherwise negatively impact the pricing of projects and adversely affect our business and financial performance. Scarcity

The scarcity of financing, and/or an increase in interest rates could decrease the demand for real estate properties.

The scarcity of financing and/or an increase in interest ratesthe security required by financial institutions as collateral may adversely affect the ability or willingness of prospective buyers to purchase our real estate properties. In most cases, the purchasers of our residential or commercial properties finance at least part of the purchase price with mortgage loans. In 2016, 2017 and 2018, approximately 95%, 88% and 92%, respectively, of our residential units waswere sold to purchasers who received government subsidies to finance the purchase of homes. An increase in interest rates, whether as a result of market conditions or government action or otherwise, may cause a decrease in the demand for our residential and commercial properties and for land development, as well as andevelopment. An increase ofin interest rates could also increase our own financing costs, which may, in turn, increase the sale price of our projects and adversely affect our business and financial performance.

We may experience difficulties in finding desirable land and increases in the price of land may increase our cost of sales and decrease our earnings

The continued growth of our real estate business depends in large part on our ability to continue to acquire land and to do so at a reasonable cost. As more developers enter or expand their operations in the Peruvian real estate sector, land prices could rise significantly and suitable land could become scarce or overpriced due to increased demand or decreased supply. A resulting rise in land prices may increase our cost of sales and decrease our earnings. We may not be able to acquire suitable land at reasonable prices in the future, which may have a negative impact on our financial performance.

Changing market conditions may adversely affect our ability to sell home inventories in our land and at expected prices

There is a lag between the time we acquire land and the time that we can bring the developed properties to market. Lag time varies by sector and on aproject-by-project basis. As a result, we face the risk that demand for real estate may decline or that other developments may occur during this period that affect market conditions, and that we will not be able to dispose of developed properties or undeveloped land at expected prices or profit margins or within anticipated time frames or at all. Significant expenditures associated with investments in real estate, such as maintenance costs, architectural fees inhigh-end projects, construction costs and debt payments, cannot generally be reduced if changes in market conditions cause a decrease in expected revenues from our properties. Moreover, the market value of home inventories and undeveloped land can fluctuate significantly because of changing market conditions. As a result of these and other factors beyond our control, we may be forced to sell properties or land at a loss or for prices that generate lower profit margins than we anticipate.

Determinations by INDECOPI may adversely affect our ability to enforce binding contracts

In resolving consumer protection complaints in the real estate and insurance sectors, INDECOPI has made determinations against real estate developers resulting in the modification of contractual provisions applicable to purchasers, including one determination against Viva GyM, which we are currently challenging in court. Moreover, somepurchasers. Some purchasers of our real estate properties have recentlytaken advantage of these INDECOPI determinations and filed complaints against usdevelopers before INDECOPI and/or made public claims through the media seeking to obtain compensation for alleged deficiencies in housing construction as well as the modification of the terms of their contracts, which may have a negative impact on our real estate business. AnAlthough we have a small number of such complaints in INDECOPI, an increase in consumer complaints and consumer protective measures, particularly those resulting in the modification of contractual terms, may affect our ability to enforce our contracts under their original terms if we are not able to counter such claims, which in turn may have a negative impact on our real estate business.

Additional

Risks Related to our Technical Services Business

Our engagements with clients may not be profitable or may be terminated or not renewed

The pricing and other terms of many of our client contracts in our technical services business necessarily require us to make estimates and assumptions at the time we enter into these contracts that could differ from actual results. These estimates reflect our best judgments regarding the nature of the engagement and our expected costs to provide the contracted services. Because of the competitive nature of the markets in which we operate, particularly in IT services, the risks related to errors in these estimates are heightened. Any increased or unexpected costs of unanticipated delays or complications in connection with the performance of these engagements, including delays caused by factors outside our control, could make these contracts less profitable or not profitable, which would have an adverse effect on our profit margin. Our exposure to this risk increases generally in proportion to the scope of services provided under a contract.

In addition, the success of our technical services business is dependent on our ability to retain our clients. In our electricity networks services line of business in particular, Enel, which acquired Enersis (from whom we acquired control of the business in 2011) remains a key client; however, we cannot assure you that they will continue to use our services in the future. Also, in our IT services business in particular, we may lose clients due to their conversion toin-house service providers. We are also vulnerable to reduced volumes from our clients due to business downturns or for other reasons, which can reduce the scope and price of services we provide. A contract termination by a major client could cause us to experience a higher than expected number of unassigned employees, which would affect our profitability until we are able to reduce or reallocate our personnel. We may not be able to replace any client that elects to terminate or not renew its contract with us, and the termination ornon-renewal of a significant number of our agreements, or of our most important contracts, may adversely affect our business and financial performance. In addition,non-compliance on a contract with a public-sector client may lead to debarment from participating in government bidding processes and, consequently, inability to contract with other public-sector clients, not just for the line of business where the alleged violation took place, but also for all of our other businesses.

We may not be successful in obtaining new government contracts

We compete to provide services to the Peruvian government, and some of our competitors may have greater financial and other resources or particular expertise pertinent to a specific contract. In addition, we may not be able to obtain additional government contracts for the provision of IT and electrical networks services, due to budget constraints, policy changes or otherwise. Our inability to obtain new government contracts may adversely affect our business and financial performance.

We face risks related to the delivery of products and services by our suppliers

In the course of our IT services and electricity networks services, we depend on technology providers that may commit errors or omissions related to the delivery or the quality of equipment, services or products that are essential to our business. A significant error or failure to deliver such equipment, products or services made by one of our suppliers, particularly in our IT services business where we may have an exclusive arrangement with a specific supplier for a client, may adversely affect our business and financial performance.

Our IT security measures may be breached or compromised and we may sustain system outages

We rely on encryption, authentication technology and firewalls to provide security for confidential information, including personal data, transmitted to and by us over the internet. A breach of our network security measures could result in the misappropriation of proprietary or personal information or cause interruptions in our IT services or operations, could damage our reputation and harm our ability to deliver services to our clients. This may result in client dissatisfaction and a loss of business. Our security measures may be inadequate to prevent security breaches, and we may be required to expand significant capital and other resources to protect against the threat of security breaches and to alleviate problems caused by breaches as well as by any unplanned unavailability of our IT systems caused by other reasons, which may adversely affect our business and financial performance.

Our services may infringe upon the intellectual property rights of others

Our IT services, or third-party products we offer our clients, may infringe the intellectual property rights of third parties, and we may have infringement claims asserted against us. These claims may harm our reputation, increase our costs and prevent us from offering certain services or products. Any claims or litigation relating to intellectual property, even if ultimately decided in our favor, could be time-consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements. Any limitation on our ability to provide a service or product could result in our loss of revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects, which may adversely affect our business and financial performance.

Risks Relating to Peru

Economic, social and political developments in Peru could adversely affect our business and financial performance

The substantial majority of our operations are conducted in Peru and depend on economic and political developments in the country. As a result, our business may be materially and adversely affected by economic downturns, currency depreciation, inflation, interest rate fluctuation, government policies, regulation, taxation, social instability, political unrest, drug trafficking, terrorism and other developments in or affecting the country, over which we have no control. In the past, Peru has experienced periods of severe economic recession, large currency devaluation and high inflation. We cannot assure you that Peru will not experience similar adverse economic developments in the future. In addition, Peru has experienced periods of political instability that has included a succession of regimes with differing economic policies and programs. Previous governments have imposed controls on prices, exchange rates, local and foreign investments and international trade, restricted the ability of companies to dismiss employees, expropriated private-sector assets and prohibited the remittance of profits to foreign investors. We cannot assure you that the Peruvian government will continue to pursue open-market policies that stimulate economic growth and social stability.

Moreover, investigations against former or current government officials relating to bribery payments made by Odebrecht have, and may continue to, result in political uncertainty in Peru. On March 22, 2018, President Pedro Pablo Kuczynski presented his resignation, due to allegations of corruption for vote-buying in connection with the impeachment proceeding against him. On March 23, 2018, the Congress accepted his resignation and his first vice president, Martín Vizcarra, was sworn in as acting president. We cannot assure you whether President Vizcarra will remain in office for the remainder of the presidential term, which ends in July 2021. If President Vizcarra and the current second vice president both resign, the president of the Congress would become acting president and the Congress would call for new elections.

Criminal investigations have been initiated against former presidents Alejandro Toledo, Ollanta Humala, Alan García and Pedro Pablo Kuczynski. On April 17, 2019, former President Alan García committed suicide as prosecutors were preparing to detain him over matters relating to criminal investigations.

Several corruption scandals regarding authorities at municipal, regional and national ministry-levels are also ongoing, and former and current government officials have been detained. These corruption investigations have resulted in lower investments in large projects.

The political instability caused by these events could affect macroeconomic conditions in the country, including currency volatility, as well as have a negative effect on our business.

A separate criminal investigation and extradition order has been initiated against former President Alejandro Toledo. An investigation has also been initiated against former President Ollanta Humala, who is currently being held by Peruvian authorities in preventive detention pending investigation.

Fluctuations in the value of the sol could adversely affect financial performance

Fluctuations in the value of the sol relative to the U.S. dollar could adversely affect Peru’s economy. In addition, fluctuations in the value of the sol to the U.S. dollar can materially adversely affect our results of operations. In 2016, 46%2018, 32.5% and 33%55.6% of our revenues were denominated in soles and U.S. dollars, respectively, whereas 55%63.0% and 22%23.1% of our costs of sales were denominated in soles and U.S. dollars, respectively. In the past the exchange rate between the sol and the U.S. dollar has fluctuated significantly. We cannot assure you that the value of sol against other currencies will not fluctuate significantly in the future, which could adversely affect the Peruvian economy and our business, financial condition and results of operations.

In addition, although Peruvian law currently imposes no restrictions on the ability to convert soles to foreign currency and transfer foreign currency outside of the country, in the 1980s and early 1990s, Peru imposed exchange controls, including controls affecting the remittance of dividends to foreign investors. We cannot assure you that exchange controls in Peru will not be implemented in the future. The imposition of exchange controls could have an adverse effect on the economy and on your ability to receive dividends from us as a holder of ADSs.

Inflation could adversely affect our financial performance

In the past, Peru has suffered through periods of hyperinflation, which have materially undermined the Peruvian economy and the government’s ability to create conditions that support economic growth. A return to a high inflation environment would also undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and employment.

As a result of reforms initiated in the 1990s, Peruvian inflation decreased significantly from four-digit inflation during the 1980s. The Peruvian economy experienced annual inflation of 2.6% in 2012, 2.9% in 2013, 3.2% in 2014, 4.4% in 2015, 3.2% in 2016, and 1.4% in 2017 and 4.8% in 2018, as measured by the Peruvian Consumer Price Index (Índice de Precios al Consumidor del Perú).

If Peru experiences substantial inflation in the future, our costs of sales and administrative expenses could increase which could affect our operating margins. Inflationary pressures may lead to governmental intervention in the economy, including the introduction of government policies that may adversely affect the overall performance of the Peruvian economy. For example, in response to increased inflation, the Peruvian Central Bank, which sets the Peruvian basic interest rate, may increase or decrease the basic interest rate in an attempt to control inflation or foster economic growth.

Changes in tax laws may increase our tax burden and, as a result, negatively affect our financial performance

The Peruvian congressCongress and government regularly implement changes to tax laws that may increase our tax burden. These changes may include modifications in our tax rates and, on occasions, the enactment of temporary taxes that in some cases have become permanent taxes. Tax reforms related to the Peruvian income tax, value added tax and tax code have recently been approved, but we are unable to estimate the impacts that these reforms may have on business. The effects of any tax reforms that could be proposed in the future and any other changes that result from the enactment of additional reforms have not been, and cannot be, quantified. However, any changes to our tax regime may result in increases in our overall costs and/or our overall compliance costs, which could negatively affect our financial performance.

Earthquakes, severe weather and other natural disasters could adversely affect our business and financial performance

Peru is located in an area that experiences seismic activity and occasionally is affected by earthquakes. For example, in 2007, an earthquake with a magnitude of 7.9 on the Richter scale struck the central coast of Peru, severally damaging the region south of Lima. Such conditions may result in physical damage to our properties and equipment, closure of one or more of our project sites and infrastructure concessions, inadequate work forces in our markets and temporary disruptions in the supply of construction materials. In addition, Peru has also experienced adverse climate conditions (due to climate change or otherwise) and adverse weather patterns, such as El Niño, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Peru and potentially flooding. Poor weather conditions can have significant adverse effects on our engineering and construction activities as well as on our operation and maintenance of infrastructure assets business. Any of these factors may materially adversely affect the Peruvian economy and our business and financial performance.

A resurgence of terrorism in Peru could adversely affect the Peruvian economy and, as a result, our business and results of operations

In the past, Peru experienced severe terrorist activity that reached its peak of violence against the government and private sector in the late 1980s and early 1990s. In themid-1990s, terrorist groups suffered significant defeats, including the arrest of leaders, resulting in considerable limitations in their activities. Despite the suppression of terrorist activity, we cannot assure you that a resurgence of terrorism in Peru, or other criminal activity, including drug trafficking, will not occur, or if there is such a resurgence, it will not disrupt the economy of Peru and our business.

The Peruvian economy could be affected by adverse economic developments in regional or global markets

Financial and securities markets in Peru are influenced, to varying degrees, by economic and market conditions in regional or global markets. Although economic conditions vary from country to country, investors’ perceptions of events occurring in one country may adversely affect cash flows and securities from issuers in other countries, including Peru. For example, the Peruvian economy was adversely affected by the political and economic events that occurred in several emerging economies in the 1990s, including in Mexico in 1994, the Asian crisis in 1997, the economic crisis in Russia in 1998, the Brazilian currency devaluation in 1999 and the

Argentine crisis in 2001, which affected the market value of securities issued by companies from markets throughout Latin America. In addition, Peru’s economy continues to be affected by events in the economies of its major regional partners and in developed economies that are trading partners or that affect the global economy. The 2008-2009 global economic recession, principally driven by the subprime mortgage market in the United States, substantially affected the international financial system, including Peru’s securities market and economy. More recently, global economic conditions, including slower growth in China, low global commodity prices, in particular oil and gas prices, and the appreciation of the U.S. dollar against foreign currencies have generated economic uncertainty which may reduce the confidence of foreign investors, causing volatility in the securities markets and affecting the ability of companies to obtain financing globally. The United Kingdom voted to exit the European Union on June 23, 2016. As of the date hereof, the actions to be taken by the United Kingdom to effectively exit the European Union and the duration of this process are uncertain. The results of the referendum in the United Kingdom have caused, and are expected to continue to cause, volatility in financial markets, which in turn could have substantial adverse effects on our business, financial condition and results of operations. On November 8, 2016, Mr. Donald J. Trump was elected president of the United States. President Trump has espoused an inclination to consider greaterimplemented restrictions on free trade and limitations on immigration. Changes in social, political, regulatory and economic conditions in the United States or in laws and policies governing foreign trade could create uncertainty in the international markets and could have a negative impact on emerging market economies, including the Peruvian economy, which in turn could have a negative impact on our operations. The worsening of current global conditions or a new economic or financial crisis could affect Peru’s economy, and, consequently, materially adversely affect our business and financial performance.

Risks relatingRelated to Chile, Colombia and other Latin American Countries

We face risks relatingrelated to our operations outside of Peru

Latin American economic, political and social conditions may adversely affect our business. Our financial performance may be significantly affected not only by general economic, political and social conditions in Peru but also in other markets where we operate or intend to operate, including Chile and Colombia. During 2016, 2017 and 2018, approximately 26.5%, 28.0% and 14.2%, respectively, of our revenues on a consolidated basis derived from operations outside of Peru.

These countries have suffered significant economic, political and social crises in the past, and these events may occur again in the future. We cannot predict whether changes in current administrations will result in changes in governmental policy and whether such changes will affect our business. Instability in the region has been caused by many different factors, including: significant governmental influence over local economies; substantial fluctuations in economic growth; high levels of inflation; changes in currency values; exchange controls or restrictions on expatriation of earnings; high domestic interest rates; wage and price controls; changes in governmental economic or tax policies, including retroactive changes; imposition of trade barriers, including import duties on information technology equipment; electricity rationing; liquidity of domestic capital and lending markets; unexpected changes in regulation; expropriations; and high levels of organized crime, terrorism and social conflicts, as well as overall political, social and economic instability. More recently, tax and other governmental reformsMoreover, macroeconomic conditions in Chile have led to concerns about potential negative effects onthese countries are highly influenced by global commodity prices, including the Chilean economy,price of copper for Chile and the decline in globalprice of oil prices has also led to concerns about potential negative effects on the Colombian economy.and gas for Colombia.

Risks RelatingRelated to our ADSs

We have identified material weaknesses in our internal control over financial reporting, and if we cannot maintain effective internal controls or provide reliable financial and other information in the future, investors may lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our ADSs

Based on the assessment of our internal control over financial reporting as of December 31, 2016,2018, as required by Section 404 of the U.S. Sarbanes Oxley Act of 2002 (“SOX”), management has concluded that, as of

such date, our internal control over financial reporting was not effective at the reasonable assurance level due to control deficiencies that constituted material weaknesses. These material weaknesses consisted of:

 

Control Environment. An inconsistent and ineffective tone at the top was present under the then-existing senior management that was not effective to ensure adherence to IFRS and our accounting policies and procedures. The control environment was not always sufficient to ensure adequate monitoring mechanisms were in place to secure that internal controls over financial reporting operated effectively. Personnel also lacked sufficient knowledge, experience and training in these areas.

Risk Assessment. We identified deficiencies in the operational effectiveness of controls to address the risks of material misstatements, which contributed to deficiencies in controls with respect to: (i) certain business processes, such as ourperiod-end financial reporting process; (ii) the review, approval and documentationover SOX compliance, including those related to journal entries; (iii)determining the segregationsubsidiaries to be included in the scope of duties; (iv) timely accounting for a signed contract relating to the construction consortium (Consorcio Constructor Ductos del Sur); (v) accounting for revenue and accounts receivable; (vi) inventory; and (vii)SOX testing, the review and formal approval of risk and control matrices, the valuationupdating and approval of acquired assetsnarratives and liabilitiesflowcharts, as partwell as the monitoring of a step acquisition.

Informationdetected control failures and Communication. We identified deficiencies in the controlsimplementation of our internal control system over information and communication.financing reporting;

 

Monitoring

deficiency in formally having an established and Evidential Matter. We identified documented process for enterprise and fraud risk management, including the implementation of a risk management system that includes a methodology, a process of identification, evaluation and quantification of the risks, a continuous improvement plan and a monitoring and reporting process;

deficiencies in the monitoring controls related to the design and operational effectiveness of our internal controls.controls over segregation of duties to help ensure that personnel with potential conflicts were not involved in non-compatible activities;

These

deficiencies in the design and operational effectiveness of the controls established in the accounting closing process with respect to the: (1) preparation and review of the annual and interim consolidated financial statements, (2) review, approval and supporting documentation of certain accounting entries, (3) segregation of duties between preparation and approval of accounting entries, (4) access control to spreadsheets used for manual accounting records in compliance with IFRS disclosures, (5) disclosure of discontinued operations, and (6) complete, accurate and timely provision of information to the accounting department; and

deficiencies in the design and operational effectiveness of controls established in the revenue recognition process with respect to the criteria for, and the documentation supporting, the recognition of revenue and the determination of related provisions, including construction contract revenues and contingent revenues.

Certain of these material weaknesses resulted in adjustments to the accounting for revenue and accounts receivable and a significant number of adjustments and reclassifications in other accounts receivable owed to dismissed personnel, prepaid expenses, acquired assets and liabilities as part of a step acquisition, the classification calculation of the exchange gains/losses related to loans with related entities, and intercompany transactions.receivable. Additionally, these material weaknesses could result in other misstatements in our financial results and disclosures, which could result in a material misstatement to our annual or interim consolidated financial statements not being prevented or detected. Because of these material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2016,2018, based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

For more information, see “Item 15. Controls and Procedures.” A “material weakness” is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement in financial statements will not be prevented or detected in a timely basis.

We are in the process of implementing measures to address these material weaknesses. We may not be able to remediate these identified material weaknesses. Moreover, we may in the future discover other areas of our internal controls that have material weaknesses or that need improvement, particularly with respect to businesses that we acquire.

Any failure to maintain an effective internal control over financial reporting, or implement required new or improved controls, could harm our operating results or cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal control over financial reporting, or if our independent registered public accounting firm is unable to provide us with an unqualified opinion regarding the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our ADSs.

The market price of our ADSs may fluctuate significantly, and you could lose all or part of your investment

Volatility in the market price of our ADSs may prevent you from being able to sell your ADSs at or above the price you paid for them. The market price and liquidity of the market for our ADSs may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others: actual or anticipated changes in our results of operations, quarterly fluctuations, or failure to meet expectations of financial market analysts and investors; investor perceptions of our prospects or our industries; operating performance of companies comparable to us and increased competition in our industries; new laws or regulations or new interpretations of laws and regulations applicable to our business; general economic trends in Peru; catastrophic events, such as earthquakes and other natural disasters; and developments and perceptions of risks in Peru and in other countries.

Substantial sales of ADSs or common shares could cause the price of our ADSs or common shares to decrease

Significant shareholders hold a large number of our common shares. These securities are eligible for sale. The market price of our ADSs could decline significantly if we or our significant shareholders sell securities in our company or the market perceives that we or our significant shareholders intend to do so.

We may raise additional capital in the future through the issuance of equity securities, which may result in dilution of the interests of our shareholders

We may need to raise additional capital and may opt for obtaining such capital through the public or private placement of debt securities or securities convertible into our common shares. In the event of a public or private debt financing, or the financing through the issuance of securities convertible into our common shares, such additional funds may be obtained with the exclusion of the preemptive rights of our shareholders, including the investors in our common shares, which may dilute the percentage interests of investors in our common shares.

No shareholder or group of shareholders holds a majority of our common shares

OurAs of the date of this annual report, our former chairman and members of his family beneficially owns 17.81%own 13.48% of our outstanding share capital. No shareholder or group of shareholders currently owns a majority of our common shares. In addition, there is no shareholders’ agreement among any of our significant shareholders. Accordingly, no shareholder or group of shareholders may on its own determine the outcome of substantially all matters

submitted for a vote to our shareholders. In addition, a new investor or group of investors may in the future seek to acquire a significant stake in, or control of, our company, subject to compliance with Peruvian tender offer requirements which require that a tender offer be made to all shareholders upon, among other matters, acquisition of 25%, 50% and 60% of our voting rights. If a new investor or group of investors acquires a significant stake in, or control of, our company, we cannot assure you that such investor or group of investors will not seek to change how our business is managed.

Holders of ADSs may be unable to exercise voting rights with respect to our common shares underlying the ADSs at our shareholders’ meetings

As a holder of ADSs representing common shares being held by the depositary in your name, you may exercise voting rights with respect to the common shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. Holders of our common shares will receive notice of shareholders’ meetings through publication of a notice 25 days in advance, in accordance with Peruvian law, in the official gazette in Peru, a Peruvian newspaper of general circulation and the website of the Peruvian Securities Commission, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders will not receive notice directly from us. Instead, pursuant to the deposit agreement, we will notify the depositary, who will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which voting instructions may be given. To exercise their voting rights, ADS holders must instruct the depositary how to exercise the voting rights for the common shares which underlie their ADSs. Due to these additional procedural steps involving the depositary, the process for exercising voting rights may take longer for ADS holders than for holders of our common shares.

Holders of ADSs also may not receive voting materials in time to instruct the depositary to vote the common shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADS or for the manner of carrying out such instructions, unless such failure can be attributed to gross negligence, bad faith or willful misconduct on the part of the depositary or its agents. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the underlying common shares are not voted as requested.

Our shareholders’ ability to receive cash dividends may be limited

Our shareholders’ ability to receive cash dividends may be limited by the ability of the depositary to convert cash dividends paid in soles into U.S. dollars. Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay on the common shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If this conversion is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.

Holders of ADSs may be unable to exercise preemptive or accretion rights with respect to the common shares underlying their ADSs

Under Peruvian corporate law, if we issue new common shares as part of a capital increase, unless otherwise agreed to by holders of 40% of our subscribed voting common shares and, provided that such capital increase does not favor, directly or indirectly, certain shareholders to the detriment of others, our shareholders will generally have the right to subscribe to a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. You may not be able to exercise the preemptive or accretion rights relating to common shares underlying your ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive and accretion rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive and accretion rights by the depositary or, if the preemptive and accretion rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of our ADSs may suffer dilution of their interest in our company upon future capital increases.

We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement without the prior consent of the ADS holders

We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement without the prior consent of the ADS holders. Any change related to an increase in deposits or charges for book-entry securities services or any modification that might hinder the rights of the ADS holders will be effective within 30 days after the ADS holders have received notice of such change or modification and such holders will have no right to any compensation whatsoever.

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

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

Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the New York Stock Exchange, which may limit the protections afforded to investors

We are a foreign private issuer within the meaning of the New York Stock Exchange (“NYSE”) corporate governance standards. Under New York Stock ExchangeNYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of companies that are subject to all New York Stock ExchangeNYSE corporate governance requirements.

For example, the New York Stock ExchangeNYSE listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time theour company ceases to be a “controlled company.” Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors. The listing standards for the New York Stock ExchangeNYSE also require that U.S. listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely ofnon-independent directors. In addition, New York Stock ExchangeNYSE rules require the independentnon-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law.

The New York Stock Exchange’sNYSE’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In July 2002, the Peruvian Securities Commission and a committee comprised of regulatory agencies and associations prepared and published a list of suggestednon-mandatory corporate governance guidelines called the “Principles of Good Governance for Peruvian Companies.” Although we have implemented these measures, we are not legally required to comply with the corporate governance guidelines, only disclose whether or not we are in compliance.

Minority shareholders in Peru are not afforded equivalent protections as minority shareholders in other jurisdictions and investors may face difficulties in commencing judicial and arbitration proceedings against our company or the controlling shareholder

Our company is organized and existing under the laws of Peru. Accordingly, investors may face difficulties in serving process on our company, officers and directors or significant shareholders in the United States of certain other jurisdictions, and in enforcing decisions granted by courts located in other jurisdictions against our company, our officers and directors or significant shareholders that are based on securities laws of jurisdictions other than Peru.

In Peru, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or significant shareholders as compared to the shareholders of a U.S. company. The deposit agreement provides that the depositary has no obligation to commence or become involved in any judicial proceedings and any other legal actions relating to the ADSs or the deposit agreement, either on behalf of the ADS holders or on behalf of any other person.

Judgments of Peruvian courts with respect to our common shares will be payable only in soles

If proceedings are brought in the courts of Peru seeking to enforce our obligations in respect of the common shares, we will not be required to discharge our obligations in a currency other than soles. Under Peruvian exchange control limitations, an obligation in Peru to pay amounts denominated in a currency other than soles may be satisfied in Peruvian currency only at the exchange rate, as determined by the Peruvian Central Bank, in effect on the date the judgment is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then prevailing exchange rate may not affordnon-Peruvian investors with full compensation for any claim arising out of or related to our obligations under the ADSs.

If securities or industry analysts publish unfavorable research about our business or if they cease to follow our business, the price and trading volume of the ADSs could decline

The trading market for the ADSs will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades the ADSs or publishes unfavorable research about our business, the price of the ADSs would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for the ADSs could decrease, which could cause the price and trading volume of the ADSs to decline.

Item 4.ITEM 4.

INFORMATION ON THE COMPANY

A. History and Development of the Company

A.

History and Development of the Company

Graña y Montero has been operating in Peru since 1933 and it is listed on the Lima Stock Exchange since 1997 and the New York Stock Exchange since 2013.1997. Set forth below are key highlights in our company’s history:

 

Graña y Montero traces its origins to its predecessor company GRAMONVEL, founded 8485 years ago by, and named after, engineers Alejandro Graña Garland, Carlos Montero Bernales and Carlos Graña Elizalde. We began primarily as a construction company.

 

We expanded our operations internationally in 1943 with our contract to build a Nestle factory in Venezuela.

 

In 1948, we began one of our largest projects since our founding—the construction of the city of Talara for the International Petroleum Company, which was completed in 1957.

 

In 1949, GRAMONVEL merged with Morris y Montero to form Graña y Montero Contratistas Generales S.A. (now GyM S.A., our construction subsidiary), expanding its service offerings and increasing its capacity to undertake large-scale infrastructure projects.

 

In 1983, we began a diversification strategy by developing complementary lines of business. In 1984, we founded GMP, our oil and gas subsidiary. In 1985, we partnered with Sonda S.A. (a Chilean IT services company) to form GMD, our IT services subsidiary. Beginning in 1987, we founded our real estate development business, currently Viva GyM.

 

In 1996, we reorganized our subsidiaries and founded Graña y Montero, which became the principal shareholder of all our subsidiaries. In 1997, we listed our company on the Lima Stock Exchange.

 

In 1998, theour company built Larcomar, a landmark shopping center in Lima that has become a popular tourist destination, which we sold in 2010.

 

In 2003, 2006 and 2007, we were awarded the concessions for the construction, operation and maintenance of the Norvial, Canchaque and Survial toll roads, respectively.

 

In 2007, we also developed the first large-scale affordable housing project in Lima, consisting of 3,400 apartment units and located in the district of El Agustino.

 

In 2011, Graña y Monterowe acquired 75.0% of CAM, a leading company in the electricity sector based in Chile, and formerly part of the Latin American power generation and distribution company Enersis. In December 2018, our company sold its position in CAM to GDF Suez Energie Services Chile Holding SpA and ENGIE Services Perú S.A.

 

In 2012, we began operating the Lima Metro.

 

In July 2013, we listed our company on the New York Stock Exchange.NYSE.

 

In 2012 and 2013, Graña y Monterowe acquired 74.0% and 6.4%, respectively, of Ingeniería y Construcción Vial y Vives S.A. (“Vial y Vives”), an engineering and construction company specializing in the Chilean mining sector. In August 2013, we acquired 86.0% of DSD Construcciones y Montajes S.A. (“DSD Construcciones y Montajes”), a Chilean engineering and construction company specialized in providing services to the energy, oil and gas, cellulose and mining

sectors in Chile and Latin America. In July 2014, our subsidiary Vial y Vives merged with DSD Construcciones y Montajes to form Vial y Vives—DSD S.A. (“Vial y Vives—DSD”), through our subsidiary GyM Chile SpA, we hold an 86.2% interest in Vial y Vives—DSD. As of the date of this annual report, we hold a 94.5% interest in Vial y Vives—DSD.

In MarchJuly 2014, our subsidiary Vial y Vives merged with DSD Construcciones y Montajes to form Vial yVives-DSD S.A. (“Vial yVives-DSD”), through our subsidiary GyM Chile SpA, we acquired controlhold an 86.2% interest in Vial yVives-DSD. As of Coasin Instalaciones Ltda. (“Coasin”) for an amountthe date of US$2.1 million (S/.7.1 million).this annual report, we hold a 94.5% interest in Vial yVives-DSD.

 

In September 2014, our subsidiary Norvial established its first bond program for a maximum amount of S/.380 million or its equivalent in U.S. dollars. Norvial undertook its first and second issuances under this program for amounts of S/.80 million and S/.285 million, respectively, in July 2015.

 

In December 2014, our subsidiary GyM S.A. acquired 70% of the share capital of Morelco S.A.S. (“Morelco”), a Colombian engineering and construction company specialized in the oil and gas and other energy sectors.

 

In April 2015, GMP started operations of its hydrocarbon extraction services in Blocks III and IV for Perupetro, in the provinces of Talara and Paita in northern Peru.

In August 2015, we acquired 44% of Adexus S.A., an information technology firm in Chile, for an approximate value of US$13.8 million (S/.44.1 million). In January 2016, we acquired an additional 8% stake in Adexus for US$2.5 million (S/.8.4 million) and, in August 2016, we increased our interest to 91%.

In July 2016, our subsidiary GyM Ferrovías S.A., subscribed the Addendum N° 4 to the Line one concession contract of the Basic Metro Network of Lima—Mass Electrical Transport System for Lima and Callao, in order to purchase a total of 20 trains and 39 railcars. The total amount of the investment is approximately US$505 million (S/.1,696.8 million).

Graña y Montero, S.A.A. was incorporated in 1996 and is a publicly-held corporation (sociedad anónima abierta) organized under the laws of Peru. Our principal executive office is located at Avenida Paseo de la República 4667, Lima 34, Peru, and our main telephone number is+511-213-6565. Our website address iswww.granaymontero.com.pe. Information contained on, or accessible through, our website is not incorporated in this annual report, and you should not consider any such information part of this annual report. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

For information on our organizational structure, see “Item 4.C. Information on the Company – Organizational Structure.”

For information on our capital expenditures and divestitures, see “Item 5.B. Operating and Financial Review and Prospect—Prospects— Liquidity and Capital Resources—Capital Expenditures.”

B. Business OverviewFor information on the availability of filings we make electronically with the SEC, see “Item 10H. Additional Information—Documents on Display.”

B.

Business Overview

Overview

We are the largest engineering and construction company in Peru as measured by revenues during 2016,2018, and one of the largest publicly-traded engineering and construction company in Latin America as measured by market capitalization as of December 31, 2016,2018, with strong complementary businesses in infrastructure and real estate and technical services.estate.

With more than 8085 years of operations, we have a long track record of successfully completing the engineering and construction of many of Peru’s landmark private- and public-sector infrastructure projects, such as the Lima International Airport and the Peru LNG gas liquefaction plant, and we believe we have earned a reputation fortrack record of operational excellence in our markets. We have developed a highly-experienced management team, a talented pool of more than 2,9002,100 engineers and a skilled work force that share our core corporate values of quality, professionalism, reliability and efficiency. As a company listed on the Lima Stock Exchange since 1997 and the New York Stock ExchangeNYSE since 2013, we also abide by the highest corporate governance standards in Peru.

Beginning in themid-1980s, we leveraged our engineering and construction expertise into complementary lines of business, such as the development, ownership, operation and maintenance of infrastructure assets (including the Lima Metro, Peru’s only urban railway system), real estate development, and the provision of technical services primarily to infrastructure-related assets. We believe our business mix creates significant opportunities across our lines of business, generates more stable revenues and earnings on a consolidated basis, and provides additional financial stability to our company.

As a result of our performance in Peru, we have been requested by clients to undertake the engineering and construction of large and complex projects outside our home market, such as the Pueblo Viejo gold mine for Barrick Gold in the Dominican Republic. Through the successful execution of those projects, we have developed operational experience in other Latin American countries. We have further expanded our activities in other key markets of the region through the acquisition of businesses with solid positions in those markets. In February 2011, we acquired a controlling interest in Compañía Americana de Multiservicios (CAM), which is headquartered in Chile and provides technical services to power utility companies in Chile, Peru and Colombia. In October 2012, we acquired a controlling interest in Vial y Vives, an engineering and construction company specializing in the Chilean mining sector, and in August 2013, we acquired a controlling interest in DSD Construcciones y Montajes, a Chilean engineering and construction company specialized in providing services to the energy, oil and gas, cellulose and mining sectors in Chile and Latin America. In December 2014, we acquired a controlling interest in Morelco, an engineering and construction company specialized in the Colombian oil and gas and other energy sectors.

The tables below show our backlog, revenues and EBITDA from 20122014 to 2016.2018.

 

Backlog (in millions of US$)Revenues (in millions of S/.)EBITDA (in millions of S/.)

LOGO

LOGO

During 2016,2018, we generated revenues of S/.6,469.6.3,899.5 million (US$1,925.51,154 million), EBITDA of S/.(64.4).557.3 million (US$(19.2)164.9 million), and net profit of S/.(451.6).57.4 million (US$(134.4)17 million) including net profitloss attributable to controlling interest of S/.(509.7).83.2 million (US$(151.7)24.6 million).

Our Strengths

We believe our company’s strengths provide us with significant competitive advantages. Our principal strengths include the following:

Leader in growing markets

We are the largest engineering and construction company in Peru as measured by revenues during 2016,2018, and one of the largest publicly-traded engineering and construction company in Latin America as measured by market capitalization as of December 31, 2016.2018. Peru is undergoing a period of development, with over 4.3%4.4% average annual real GDP growth between 2009 and 20172018 and significant private and public investments in the mining, power, oil and gas, transportation, real estate and other infrastructure sectors. We have completed some of the most complex and large-scale infrastructure projects in the country, and we believe we are an integral part of Peru’s ongoing transformation with projects that contribute to the overall economic development of the country. We believe our expertise, reputation,track record, scale and operational capabilities in Peru position us to take advantage of the country’s favorable economic conditions and growth opportunities. We believe we are also a significant infrastructure concessionaire in Peru and a large apartment building developer in Peru, and a leading IT company in Peru.

We believe we are well-positioned to leverage our platform in the Peruvian market to continue to grow our business in other countries in Latin America, primarily Chile and Colombia. Throughout our history, we have undertaken complex E&C projects in the region and have recently completed acquisitions in Chile and Colombia. Moreover, we believe we are one of the leading mining E&C companies in Latin America.

Long-standing track record and reputation for operational excellence

During our more than80-year85-year history, we have focused on the successful andon-time execution of complex projects, through our “deliver before deadline” and “lean construction” initiatives. Our extensive experience has allowed us to gain deep market knowledge and expertise, which help us better serve our clients and manage risks in our contractual arrangements. We believe we have a reputation fortrack record of operational excellence, and were named among the 10 most admired companies in Peru through a survey

conducted by PwC in 2012, 2013, 2014, 2015 and 2016. In addition, Merco ranked us seventh out of 100 companies with the best reputations in Peru in 2012, 2013, 2014, 2015 and 2016.excellence. We believe that our track record and the reputation we have earned in our markets forof operational excellence are key factors in winning new and repeat business, as well as in partnering with strategic industry players and attracting top talent to our company.

Complementary lines of business which generate more stable cash flows and create additional business opportunities across our segments

We have expanded our company by developing complementary lines of business, many of which have become leaders in their respective markets. These lines of business create significant business opportunities across our segments, enabling us to capture a greater share of infrastructure spending, and also generate cost synergies. One example is Norvial, a toll-roadtoll road concession operated within our Infrastructure segment. In addition to managing the concession, we used our E&C segment to design and construct the expansion of the highway and, once constructed, we are now using our Technical ServicesInfrastructure segment to operate and maintain the highway. In addition to increasing our levels of consolidated activity, many of these lines of business enable us to achieve more stable cash flows through medium and long-term client service contracts and concessions, which counter in part the cyclicality of the engineering and construction business.

Significant backlog

Our backlog amounted to US$3,137.41,257.2 million as of December 31, 2016.2018. We believe that our backlog, which as of December 31, 20162018 represented approximately 1.6x1.09x of our related 20162018 revenues, provides visibility as to our potential for growth in the coming years, although backlog may not always be an accurate indicator of future revenues. See “Item 3.D. Key Information—Risk Factors—Risks Related to our Company—Our backlog and our ratio of historical backlog to revenues may not be reliable indicators of future revenues or profit.” Moreover, we believe our backlog is strategically targeted to our keyend-markets such as mining, infrastructure, power, energy and real estate. Approximately 75.8%64.9% of our backlog as of December 31, 20162018 is comprised of contracts with the private sector. Furthermore, we continuously evaluate bidding on contracts arising from the significant ongoing private and public investments in Latin America.

Proven ability to create and grow businesses organically and through acquisitions

We have proven our ability to extend our engineering and construction capabilities into complementary lines of business in a diverse range of industries, some of which began as innovativestart-ups in response to client needs. For example, in 1984, we created a new IT business division, which grew and evolved through the years to become the second largest IT company in Peru. Additionally, we also have successfully acquired and integrated new businesses. In February 2011, we acquired a controlling interestPeru (we sold this business in CAM, our electricity services business headquartered in Santiago, Chile, and have integrated its operations and personnel into our company, while improving its operational performance.June 2017). In October 2012, we acquired Vial y Vives, an engineering and construction company specializing in the Chilean mining sector which complements our leading E&C practice in the mining sector. In August 2013, we acquired a controlling interest in DSD Construcciones y Montajes, a Chilean engineering and construction company whose main focus is electromechanical works and assemblies in construction projects related to oil refineries, pulp and paper, power plants and mining plants. More recently, inIn December 2014, we acquired a controlling interest in Morelco, an engineering and construction company specialized in the Colombian oil and gas and other energy sectors. We believe that our proven ability to create new businesses, develop businesses organically and acquire and successfully integrate new businesses into our platform is a key competitive advantage to expand our operations in Latin America.

Highly experienced management, talented engineers and skilled workforce, with shared core corporate values

Our senior management team has an average tenure within our company of approximately 10 years. We motivate our management through performance-based compensation, which align their interests with those of our shareholders. In addition, through our efforts to attract, train and retain our workforce, we have built a talented team of employees, including more than 2,9002,100 engineers. We also have access to a network of approximately 156,000132,000 manual laborers throughout Peru that can supplement our workforce when required by our construction pipeline. Thanks to our extensive and talented team, we have the capability and scale to undertake large and complex projects in Peru and elsewhere.

We have developed a strong corporate culture based on principles of high-quality,high quality, professionalism, reliability and efficiency.efficiency, as well as compliance. We safeguard the health and safety of our collaborators and of all the persons participating in our operations and services. To that end, we provide safe work conditions, we manage risks in a timely manner and we promote a culture of prevention, starting from the leadership and commitment of our senior management. In 2016,2018, we had an accident incidence rate of 0.4,0.32, calculated over 86,303.933200,000 hours worked.

Our Strategies

In response to the impact of our association with Odebrecht in certain projects in Peru and the termination of the GSP pipeline concession, we are implementing a strategic action plan, as described in “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Our vision is to be “the most reliable engineering services company in Latin America.” Our key long-term strategies to achieve this vision include the following:

Be the contractor of choice for large-scale and complex projects in Peru and other key Latin American markets

We intend to enhance our position as a contractor of choice for large-scale and complex infrastructure projects in Peru and other key Latin American markets, by (i) utilizing the scale, expertise and market knowledge we have accumulated during our more than80-year operating history to strengthen and expand our E&C segment; (ii) maintaining and further developing our long-standing client relationships based on our ongoing pursuit of operational excellence; (iii) continuing to strategically partner with global industry leaders, such as Bechtel and Fluor, with complementary capabilities for specific projects that we undertake; and (iv) leveraging our expertise in the mining sector with a view to becoming the premier mining services provider throughout Latin America.

Maintain highly capitalized balance sheet

We seek to maintain a prudent and sustainable capital structure and a strong financial position to allow us to capitalize on additional business opportunities as they arise. With the renegotiation and eventual repayment of debt related to GSP, we intend to regain our financially disciplined approach by significantly limiting our debt incurrence to identified projects with repayment sources.

Continue fostering our core corporate values throughout the organization

We will continue to instill our core corporate values throughout our organization, while also transmitting these values to surrounding communities. We will continue to attract and develop our human capital through various training, mentorship and reward programs in order to maintain our position as the best company in Peru to learn and work in the engineering and construction field. We also seek to promote social welfare by fostering relationships with the communities that surround our areas of operation. We strive to promote our corporate values to strengthen our organization and improve our performance as well as to have a positive impact on the markets where we operate.

Engineering and Construction

Our E&C segment has a more thanan80-year85-year track record and is one of the largest playermost well-known engineering and construction groups in Peru, as measured by revenues during 2016, according to our estimates based on Peru: The Top 10,000 Companies 2016 undertaking a broad range of activities relating to: engineering; civil construction; electromechanic construction;construction and building construction; and contract mining.construction. We provide E&C services for a diverse range ofend-markets, focusing on the mining, power, oil and gas, transportation, real estate and other infrastructure sectors. The following chart sets forth our 20162018 revenues byend-market.

20162018 E&C Revenues byEnd-Market

 

LOGOLOGO

We mainly undertake private-sector projects, particularly projects with a high degree of complexity, which enable us to develop innovative and tailor-made solutions to our clients. We provide our clients with an integral service offering by leveraging our various areas of expertise and engaging in virtually all aspects of project execution, thereby capturing a larger share of investment projects.

In 1999, we began adopting the “lean construction” philosophy as a pillar in our design and construction projects. “Lean construction” aims to create value for customers by better understanding and considering clients’ needs to improve project design, functionality and cost optimization. “Lean construction” also provides techniques and tools that significantly reduce construction waste by improving planning reliability, process design, coordination and collaboration.

Although we primarily undertake engineering and construction projects in Peru, our clients often ask us to undertake the engineering and construction of large and complex projects in other countries, such as Mexico, the Dominican Republic, Bolivia, Panama and Chile. As a result, we have developed extensive experience executing projects throughout Latin America. To further capitalize on our capabilities and expertise, we have decided to expandexpanded our activities into other key markets, such as Chile and Colombia, which have been benefitting from high levels of investment and are aligned with our areas of strategic focus. In 2016,2018, approximately US$254160.5 million (S/.853.4.542.1 million) of our E&C revenues were derived from international projects outside of Peru.

The acquisition of Vial y Vives – DSD has solidified our presence in Chile. While we have been undertaking projects in Chile since 1995, such as the construction of the transmission line and crusher of the Caserones mine for SCM Minera Lumina Copiapo, we believe we will benefit from the established and long-lasting presence in the country of both Vial y Vives and DSD Construcciones y Montajes. Moreover, through the acquisition in December 2014 of Morelco, an engineering and construction company focused on the oil and gas and other energy sectors, we established our presence in the Colombian market.

Given the prevalence of mining operations in our principal markets—Peru has projected investment flows of approximately US$4118.7 billion (S/.63.19 billion) between 20162018 and 2021, and Chile as projected investment flows of approximately US$49 billion between 2016 and 2025, according to the Lima ChamberPeruvian Ministry of CommerceEnergy and Cochilco, respectively—Mines and the Ministry of Economy and Finance—we have significant expertise with respect to specialized engineering and construction services for the mining sector. As a result, we believe we are one of the leading mining construction companies in Latin America and we leverage this expertise both within our principal markets as well as to selectively undertake complex projects across the region.

The table below sets forth selected financial information for our E&C business segment.

 

  As of and for the year ended December 31,   As of and for the year ended December 31, 
  2014   2015 Restated(1)   2016(2)   2016(2)   2016(1) 2017 2018 2018 
  (in millions of S/., except as indicated)   

(in millions of

US$)(3)

   (in millions of S/., except as indicated) (in millions of
US$)(2)
 

Revenues

   5,035.7    5,829.4    4,159.5    1,238.0    2,936.8  2,331.9  1,960.9  580.3 

Net profit

   193.6    (121.8   (93.4   (27.8   (93.4 12.4  (85.4 (25.3

Net profit (loss) attributable to controlling interest

   164.1    (131.2   (87.7   (26.1

Net profit (loss) attributable to controlling

   (87.7 12.1  (86.9 (25.7

EBITDA

   19.3  120.0  19.2  5.7 

EBITDA margin

   0.7 5.1 1.0 1.0

Backlog (in millions of US$)(3)

   1,157.6  772.5  782.6  782.6 

Backlog/revenues ratio(3)

   1.3 1.1 1.3 1.3

   As of and for the year ended December 31, 
   2014  2015 Restated(1)  2016(2)  2016(2) 
   (in millions of S/., except as indicated)  

(in millions of

US$)(3)

 

EBITDA

   459.5   220.1   106.1   31.6 

EBITDA margin

   9.1  3.8  2.6  2.6

Backlog (in millions of US$)(4) (5)

   2,835.3   3,129.4   1,977.9   1,977.9 

Backlog/revenues ratio(4) (5)

   1.7x   1.8x   1.6x   1.6x 

 

(1)Includes results from our Morelco acquisition beginning in January 2015.
(2)

For the effects on our results of operations and backlog for 2016 resulting from the termination of the GSP gas pipeline concession, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”Developments” and notes 5.1(e), 19(i),19(ii) and 16 to our audited annual financial statements included in this annual report.

(3)(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(4)(3)

For more information on our backlog, see “—Backlog.” Backlog is calculated as of the last day of the applicable year. Revenues are calculated for such year and converted into U.S. dollars based on the exchange rate published by the SBS on December 31 of the corresponding year.

(5)In the third quarter of 2015 we added US$1,067 million in backlog from our participation in the engineering procurement and construction contract for the southern gas pipeline project of GSP. When the GSP gas pipeline concession was terminated on January 24, 2017, our E&C backlog as of December 31, 2016 decreased by US$855 million, representing 30.2% of our E&C backlog.

Principal Engineering and Construction Activities

The following chart sets forth our 20162018 revenues by E&C activity.

20162018 E&C Revenues by Activities

 

LOGOLOGO

Civil Construction

Our civil construction activities focus on infrastructure projects, including earthworks, the construction of roads, highways, transportation facilities (e.g., mass transit systems such as the Lima Metro), dams, hydroelectric plants, water supply and sewage projects, excavation, structural concrete construction and tunneling. Our civil construction projects are generally large and complex, requiring the use of large construction equipment and sophisticated managerial and engineering techniques.

Electromechanic Construction

Our electromechanic construction activities include the construction and assembly of concentrator plants, pipelines, transmission lines, gas and oil networks, and substations, predominantly for energy projects and industrial plants.

Engineering Services

Our engineering activities consist of a broad range of services relating to engineering, supervision, geometrics and environmental consultancy, includingpre-investment studies,pre-feasibility studies, process design, project development, supervision of executive designs and construction management, including construction site reviews.

Civil Construction

Our civil construction activities focus on infrastructure projects, including earthworks, the construction of roads, highways, transportation facilities (e.g., mass transit systems such as the Lima Metro), dams, hydroelectric plants, water supply and sewage projects, excavation, structural concrete construction and tunneling. Our civil construction projects are generally large and complex, requiring the use of large construction equipment and sophisticated managerial and engineering techniques.

Electromechanic Construction

Our electromechanic construction activities include the construction and assembly of concentrator plants, pipelines, transmission lines, gas and oil networks, and substations, predominantly for energy projects and industrial plants.

Building Construction

Through our building construction activities, we respond to the demands of the Peruvian real estate market with a focus on the construction of hotels, affordable housing projects, residential buildings, office buildings, shopping centers, and industrial plants.

Contract MiningOther Services

Our contract mining activities consistThe other services we provide include procurement services, maintenance of mine planning, development,plants and industrial facilities and rental of construction works, operation (including earthworks, blasting, loading and hauling ore) and mine closure.equipment.

Major Projects

We have played an active role in the development of the infrastructure sector in Peru, as well as other countries in Latin America, including the construction of roads, hotels, hospitals, shopping centers, housing developments, concentrator plants, hydroelectric power plants, thermal power plants and transmission lines as well as water supply and sewage projects, irrigation projects and dam building, among others. Throughout our history, we have participated, on our own or through minority or majority interests in joint operations, in a diverse range of landmark projects, including the following:

 

in 1948, Talara city in northern Peru for the International Petroleum Company, consisting of 2,000 homes, schools, churches, a movie theater and airport;

 

in 1950, a 430 km stretch of the Panamericana Sur highway;

 

in 1952, the Rebagliati hospital, the largest public hospital in Peru;

 

in 1960, the Cañón del Pato hydroelectric power plant, the second largest hydroelectric plant in Peru in terms of installed capacity;

 

in 1961, the Jorge Chavez International Airport, Peru’s first international airport, located in Lima;

 

in 1969, the Cuajone mining project, the largest copper mine and smelter complex in the world at that time and, in 1997, the Ilo smelter and refinery for Southern Copper Corporation;

 

in 1974, the Sheraton Hotel in Lima, and, in 1995, the Sheraton Hotel in Santiago, Chile;

 

in 1988, the Chavimochic irrigation project, the most significant irrigation project in Peru;

 

in 1992, the Four Seasons Hotel in Mexico City, Mexico;

 

in 1995, the U.S. Embassy in Peru;

 

in 1998, the Mantaro-Socobaya 605 km transmission line, which connected the country’s electrical grids;

 

in 2000, the MarriotMarriott Hotel in Lima;

 

in 2002, began providing open pit mining services, which are ongoing, to Brocal;

 

in 2004, the Ralco hydroelectric power plant in Chile;

 

in 2004, the gas fractionation plant and, in 2008, its expansion for Consorcio Camisea, Camisea project, the largest energy project in Peru’s history;

 

in 2005, the San Cristobal concentrator plant in Bolivia;

in 2005, the Cerro Verde mine concentrator plant for Phelps Dodge; in 2008, the Cerro Corona concentrator plant for GoldFields;

 

in 2008, the Parque Agustino real estate development project, the first major affordable housing project in Peru, which consists of 3,400 units;

 

in 2009, the Westin Lima Hotel, currentlyone of the tallest buildingbuildings in Peru;

 

in 2010, the Melchorita liquefaction plant for Peru LNG, Camisea project;

 

in 2010, the Bayóvar plant for Vale;

 

in 2010, the Gran Teatro Nacional, the most modern theater in Peru;

 

in 2011, the Pueblo Viejo Mine concentrator plant for Barrick Gold Corp. in the Dominican Republic;

 

in 2011, the first stretch of Line One of the Lima Metro for the Peruvian Ministry of Transport and Communications;

in 2012, for project manager Bechtel, the Antapaccay copper concentrator developed by Xstrata Copper, the world’s fourth largest copper producer;

 

in 2013, expansion of the plant for Cementos Lima, the largest cement producer in Peru;

 

in 2013, the Huanza hydroelectric plant for Compañía de Minas Buenaventura;

 

in 2013, the leaching pad La Quinua for the Yanacocha mine;

 

in 2014, the second stretch of Line One of the Lima Metro for the Peruvian Ministry of Transport and Communications;

 

in 2014, construction of a natural gas distribution network for Contugas, providing access to natural gas for five districts south of Lima;

 

in 2014, construction of the Nueva Fuerabamba city, an integral real estate development project for the population surrounding the Las Bambas mining project;

 

in 2014, construction of a concentrator plant for the Toromocho copper mine, developed by Chinalco Mining;

 

in 2014, construction of a primary crusher for Mina Caserones, developed by Minera Lumina Copiapo, which is expected to have a daily production capacity of 144,230 tonnes;

 

in 2015, construction of a copper concentrator plant for the Las Bambas mining project, managed by Bechtel and developed by Xstrata Copper;

 

in 2015, expansion of the process plant for the Cerro Verde mine, one of the biggest concentrator plants in Latin America;

 

in 2015, engineering, procurement and construction of Guyana Goldfields’ Aurora gold project in Guyana, with the scope of works including a 1.75 Mt/a processing plant, power station and integration management;

 

in 2015, design, engineering, procurement and construction of a new stock pile and 10,000 conveyor belts for the Escondida Mine, managed by Bechtel;

 

in 2016, engineering, procurement and construction of the 510 MW Cerro del Águila S.A. hydroelectric plant for IC Power, which is expected to represent approximately 10% of Peru’s installed generation capacity;

 

in 2016, engineering, procurement and construction of La Chira, a waste water treatment plant for the city of Lima for which we also have the concession through a joint operation with Acciona Agua;

in 2016, engineering, procurement and construction of a concentrator plant for the La Inmaculada silver and gold project, developed by Hochschild Mining. This project is expected to have a daily processing capacity of 3,500 tonnes;

 

in 2016, construction of an Open Plaza shopping center in the city of Huancayo, province of Junin; and

 

in 2016, construction of civil works and electromechanical assembly of the combined cycle power plant in the Kelar combined cycle thermoelectric plant located in Mejillones, Antofagasta Region, Chile.Chile;

in 2017, prefabrication of certain products for the modernization of the Talara refinery in Peru;

in 2017, electromechanical assembly of certain infrastructure in connection with the Cuajone mine improvement project in Peru;

in 2017, various urban and industrial projects in the Lurin district of Lima, Peru, including moving earth for a road platform, a secondary network for potable waters and sewage, and electrical distribution networks;

in 2017, construction of a20-story residential building on the Pezet Avenue of Lima;

in 2017, construction of a pavillion at the Universidad del Pacifico, Peru;

in 2017, construction of amulti-use hall at the Universidad ESAN in Peru;

in 2018, construction and rehabilitation of an expressway known as Línea Amarilla for Vinci;

in 2018, construction and design of the Talbot project, a luxury business complex consisting of offices and a hotel withstate-of-the-art technology in Lima; and

in 2018, execution of civil works and assembly of structures for the wet area of the Toquepala mine in Southern Peru.

We currently have a diversified portfolio of ongoing projects, on our own or through majority or minority interests in joint operations, in a wide range of sectors in Peru and the other countries where we operate, including the following:

 

construction and design of a luxury business complex consisting of offices and a hotel in Lima, withstate-of-the-art technology which will make it a smart building. This project named Talbot is scheduled to be completed in July 2018;

execution of civil and electromechanical works in the interconnections area andoff-sites of Talara’s refinery modernization project, which are scheduled to be completed in August 2018, respectively; and

execution of civil works and assembly of structures for the wet area of Toquepala, which are scheduled to be completed in July 2018, and assembly of equipment and installation of pipelines, electricity and instrumentation offor the wet area of Toquepala’sToquepala mine’s unit expansion, which is scheduled to be completed in May 2019;

execution of civil works in the Quellaveco mine for AngloAmerican, which is scheduled to be completed in July 2018.2019;

execution of complementary works for the auxiliary units of the Talara refinery for Cobra Perú (three contracts), which is scheduled to be completed during the second half of 2020;

expansion works in the Aceros Arequipa plant for Aceros Arequipa Corporation, which is scheduled to be completed in August 2019; and

execution of electromechanical and civil works in the construction of the Mina Justa mine for Marcobre, which is scheduled to be completed in May 2020.

Clients

We believe that we have developed long-term relationships with many clients as a result of our performance over the years and are focused on the successful andon-time execution of complex projects, through our “deliver before deadline” and “lean construction” initiatives. Our extensive experience has earned us a reputation forof operational excellence andhas allowed us to gain deep market knowledge and expertise, which help us better serve our clients. The principal clients of our E&C segment include renowned domestic and multinational mining, power, oil and gas, transportation and infrastructure development companies, such as Glencore, SociedadAngloAmerican, Southern Peru, Cobra Perú, Marcobre and Corporación Aceros Arequipa, Compañía Minera Cerro Verde, Guyana Goldfields, Luz Del Sur, Kallpa Generación, Samsung Engineering, Rio Alto, Chinalco Mining, Hudbay MineralsTECK Quebrada Blanca S.A., Minera Spence S.A., ENAP Refinerías and Red Eagle Mining Corporation,Minera Escondida LTDA, among others. We have a well-diversified client base, as none of our engineering and construction clients accounted for 8% or more of our consolidated revenues in 2016.

Project Selection and Bidding

We win new engineering and construction contracts through private and public bidding processes or direct negotiation, from a variety of sources, including potential client requests, proposals from existing or former clients, opportunities sought by our commercial team and from requests by the Peruvian government. Approximately 89%82.5% of our 20162018 revenues came from private-sector contracts. The Peruvian government and its agencies typically award construction contracts through a public bidding process conducted in accordance with the Peruvian State Contracting Law (Ley de Contrataciones del Estado). In the private sector, in addition to obtaining new projects, another important source of revenue involves increases in the scope of work to be performed in connection with already existing projects. These arrangements are typically negotiated directly with the client, often during the course of the work we are already performing for that client.

We have a designated team that oversees the management of project proposals and a commercial team that reviews and evaluates potential projects in order to estimate costs. In considering whether to bid for a potential project, we principally consider the following factors: competition and the probability of being awarded the project; project size; the client; our experience undertaking similar projects; and the availability of resources, including human resources. As part of the project selection process, our commercial team performs a detailed cost analysis utilizing sophisticated software we developed to assist in determining whether the project is viable and cost-effective. If we choose to pursue a project, a budget leader is assigned to prepare the offer that is eventually presented to our potential client.

Despite the budgeting risks generally associated with engineering and construction contracts, our management believes that our experience generally allows us to estimate our project costs accurately. Our project management teams also periodically review project budgets for inconsistencies between budgeted and actual costs in order to recover for cost variations through contract renegotiation. Budgeting risks are also mitigated through advance payments. Considering that we receive advance payments for most of our E&C contracts, our E&C projects typically do not require significant working capital investment. Our E&C segment secures financing primarily to purchase machinery and equipment for our construction and contract mining services.

We are required, in the majority of our construction contracts, to provide a performance bond to guarantee project performance and completion, which remain in effect for the contract’s duration. We are also required to provide performance bonds to secure any advance payments provided to us by our clients. These bonds are periodically reduced during the project’s execution in accordance with project advancement. After the expiration of the contract term, we are typically required to provide an additional performance bond that remains valid for one year.

Contracts

We principally enter into four types of engineering and construction contracts:

 

  

Cost-plus fee contracts. The contract price is based upon actual costs incurred for time and materials plus a fee, which may be a percentage of the costs incurred or apre-determined fee. Sometimes, cost-plus fee contracts include a target price, and a contractual arrangement that determines our responsibility in the event the total cost of the project exceeds the target price or the benefit we receive if the total contract price results in cost savings. Cost-plus fee contracts tend to involve the least budgeting risk for us.

 

  

Unit price contracts. The contract price is based upon a price per unit (i.e., variable quantities of work priced at defined unit rates). Each line item of the project budget, such as cubic meter of earth excavated or cubic meter of concrete poured, has a defined price, but the quantities of the units may vary. Our bid price reflects our estimate of the costs that we expect to incur for each work unit. These contracts typically include an “escalation” clause which is essentially an adjustment mechanism to account for Peruvian inflation.

 

  

Lump-sum contracts. The contract price is fixed. Our bid is meant to cover all costs and include a profit. The principal risk in these types of contracts are errors in calculating our costs, including those of raw materials; miscalculation of the number of units or workers needed to complete the project; unanticipated technical complexities; or other unexpected events or circumstances that may increase our costs.

 

  

Engineering, procurement and construction (EPC) contracts. EPC contracts, known as “single source” or“turn-key” contracts, are alsolump-sum contracts. Pursuant to EPC contracts, we provide a broad range of basic and detailed engineering services, including preparation of the technical project specifications, detailed drawings and construction specifications; technical studies; and identification of lists of materials and equipment necessary for the project. These contracts, which we utilize predominantly for our mining contracts, require a high-level of expertise and generally involve the most budgetary risks for us.

For further information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations.”

Raw Materials

The principal inputs we use in our E&C segment are, among others, fuel, cement and steel. These and the other products we require in our E&C segment may be subject to the availability of raw materials, such as oil and iron, and commodity pricing fluctuations, which we monitor on a regular basis. We typically aim to enter into master supply agreements for a period of six months to one year. Although we obtain the majority of our inputs needs in Peru, we believe we have access to numerous global supply sources. The availability of these inputs, however, may vary significantly from year to year due to various factors including client demand, producer capacity, market conditions, transport costs and specific material shortages, and we may incur additional costs in obtaining them.

We purchase and lease the equipment we require for our E&C segment business from several local and international suppliers, currently with no significant concentration with any particular suppliers. While we do not have difficulty obtaining the equipment we need, we may face difficulties finding skilled personnel who are able to operate certain equipment and machinery.

Competition

We generally compete with some of the largest contractors in Peru and the other countries where we operate. Because the E&C sector is highly competitive, the markets served by our business generally require substantial resources and highly-skilled and experienced technical personnel. The principal competitors of our E&C segment include local companies such as Besalco S.A., Cosapi S.A., San MartinMartín Contratistas Generales, ICCGSA, JJC Contratistas Generales S.A., and international companies such as Techint S.A.C., SSK Montajes e Instalaciones S.A.C., Skanska del Perú S.A., Mota-Engil Peru S.A., Salfacorp S.A., OHL, Acciona, Astaldi, Grupo FCC, Ismocol, Termotecnica, Masa, Thiess, Redpath, among others. For certain projects, due to the size of the project, expertise required and other factors, we may choose to partner with our competitors, including the aforementioned companies.

Competition for our E&C segment is driven by performance, skill and project execution capabilities for completing complex projects in a safe, timely and cost-efficient manner, as well as price.

Infrastructure

We are an important toll road concessionaire in Peru, operating three toll roads. Moreover, we are the concessionaire for the Lima Metro, the largest mass-transit rail system in Peru, and a waste water treatment plant. Additionally, we operate 10ten multiple fuel storage facilities, four producing oil fields under long-term government contracts and we own a gas processing plant. Also, we provide services to maintain and operate different infrastructure projects.

The table below sets forth selected financial information for our Infrastructure business segment.

 

  As of and for the year ended December 31,   As of and for the year ended December 31, 
  2014 2015
Restated(1)
 2016 2016   2016 2017 2018 2018 
  (in millions of S/., except as indicated) 

(in millions of

US$)(2)

   (in millions of S/., except as
indicated)
 (in millions of
US$)(1)
 

Revenues

   884.8  1,018.1  912.1  271.5    1,174.8  1,447.9  1,883.3  557.3 

Net profit

   119.1  94.0  84.2  25.1    98.3  129.3  184.0  54.5 

Net profit attributable to controlling interest

   102.2  72.7  60.1  17.9 

Net profit attributable to controlling

   74.4  103.8  152.3  45.1 

EBITDA

   272.5  233.0  210.8  62.7    237.8  300.9  411.5  121.8 

EBITDA margin

   30.8 22.9 23.1 23.1   20.2 20.8 21.8 21.8

Backlog (in millions of US$)(3)(2)

   311.6  256.5  300.7  300.7    519.0  544.8  520.8  520.8 

Backlog/revenues ratio(3)(2)

   1.1 0.9 1.1 1.1   1.5 1.2 0.9 0.9

 

 

(1)Two of our four oilfields started operations in April 2015.
(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(3)(2)

For more information on our backlog, see “—Backlog.” Does not include our Norvial toll road concession or our Energy line of business and our jointly controlled COGA venture (which we sold on April 24, 2017).jointly. Backlog is calculated as of the last day of the applicable year. Revenues are calculated for such year and converted into U.S. dollars based on the exchange rate published by the SBS on December 31 of the corresponding year. Includes revenues only for businesses included in backlog.

Our strategy is to pursue concessions with the potential to generate business opportunities across our organization. Once we obtain a concession, our goal is to be involved virtually in all aspects of project execution through the participation of our different business segments, from the design and construction to the operation and maintenance of the infrastructure asset.

Through our Infrastructure segment we participate in a number of joint operations with the objective of bidding for government concessions or other long-term contracts. When bidding, we occasionally look for partners to reduce our risks and achieve the level of expertise needed to meet the demands of each particular project.

The following table shows selected information about our current concessions and long-term contracts as of December 31, 2016.2018.

 

Project

  Year
Granted
   Initiated
Operations
   Expiration   

Characteristics

  % Owned
by Us
 Status   Year
Granted
   Initiated
Operations
   Expiration   Characteristics   % Owned
by Us
 Status 

Toll Roads:

                      

Norvial(1)

   2003    2003    2028   183 km   67.0 Operating    2003    2003    2028    183 km    67.0 Operating 

Survial

   2007    2008    2032   750 km   99.9 Operating    2007    2008    2032    750 km    99.9 Operating 

Canchaque

   2006    2010    2025   78 km   99.9 Operating    2006    2010    2025    78 km    99.9 Operating 

Mass Transit:

                      

Lima Metro

   2011    2012    2041   33.1 km   75.0 Operating    2011    2012    2041    33.1 km    75.0 Operating 

Water Treatment:

           

La Chira

   2010    

June

2016

 

 

   2037   Avg. treatment capacity of 6.3 m3/sec (expected)   50.0 Operating 

Energy:

           

Oil Production(1)

Block I

   1995    1995    2021   Avg. daily production of 1,307 bbl (2016)   100.0 Operating 

Block V

   1993    1993    2023   Avg. daily production of 728 bbl (2016)   100.0 Operating 

Project

  Year
Granted
   Initiated
Operations
   Expiration   

Characteristics

  % Owned
by Us
  Status 

Block III

   2015    2015    2045   Avg. daily production of 950 bbl (2016)   100.0  Operating 

Block IV

   2015    2015    2045   Avg. daily production of 638 bbl (2016)   100.0  Operating 

Gas Processing(2)

   2006    2006    N/A   Avg. daily processing capacity of 44 MMcf (2016)   100.0  Operating 

North and Central Fuel Terminals

   2014    2014    2034   Aggregate storage capacity of 2.2 MMbbl   50.0  Operating 

South Fuel Terminals

   1997    1998    

August

2018

 

 

  Aggregate storage capacity of 1.4 MMbbl   50.0  Operating 

Project

  Year
Granted
   Initiated
Operations
   Expiration   

Characteristics

  % Owned
by Us
  Status 

Water Treatment:

           

La Chira

   2010    
June
2016

 
   2037   Avg. treatment capacity of 6.3 m3/sec (expected)   50.0  Operating 

Energy:

           

Oil Production (2)

Block I

   1995    1995    2021   Avg. daily production of 727 bbl (2018)   100.0  Operating 

Block V

   1993    1993    2023   Avg. daily production of 107 bbl (2018)   100.0  Operating 

Block III

   2015    2015    2045   Avg. daily production of 712 bbl (2018)   100.0  Operating 

Block IV

   2015    2015    2045   Avg. daily production of 1,898 bbl (2018)   100.0  Operating 

Gas Processing(3)

   2006    2006    N/A   Avg. daily processing capacity of 44 MMcf (2018)   100.0  Operating 

North and Central Fuel Terminals

   2014    2014    2034   Aggregate storage capacity of 2.2 MMbbl   50.0  Operating 

South Fuel Terminals

   1997    1998    
August
2019

 
  Aggregate storage capacity of 1.4 MMbbl   50.0  Operating 

 

(1)

In June 2018, the company transferred economic rights over 48.8% of the share capital of Norvial to Inversiones en Autopistas S.A. by transferring its Class B shares. Our company continues to possess 67% of voting rights of Norvial and an economic interest of 18.2% of Norvial’s share capital. JJC Contratistas Generales S.A. owns the remaining 33.0%.

(2)

Percentages owned in Energy reflect GMP’s ownership. We own 95% of GMP.

(2)(3)

We own a gas processing plant and have a long-term delivery and gas processing contract with Enel Generación Piura S.A.

Additionally, the Chavimochic concession was awarded in 2013 for the design, construction, operation and maintenance of major hydraulic works in northern Peru. Affiliates of Odebrecht own 73.5% of the Chavimochic consortium, with the remaining 26.5% stake held by us. The second phase of the hydraulic works project has not begun as a result of the government’s failure to deliver the required lands for the project. Chavimochic has requested the termination of the concession in light of the government’s breach, and the parties areis currently in discussions including for a potential salewith the government in relation to the future of the project to the government.project.

On November 11, 2013, we entered into a memorandum of understanding with Canada Pension Plan Investment Board (“CPPIB”), to create an alliance regarding a partnership to invest in infrastructure projects in Latin America, mainly Peru, Chile and Colombia. This alliance isnon-exclusive and investments will be determined on acase-by-case basis. In December 2014, we undertook our first large investment with CPPIB, by formalizing an agreement with Enagás (as defined below) and CPPIB whereby we acquired 51% of Tecgas and owner of 100% of the shares of COGA, the current operator of TGP, while Enagás acquired 30% and CPPIB maintained 19% of the participation. COGA is dedicated to the management, operation, maintenance, and integrity management of transport and distribution hydrocarbon pipelines and installations as well as industrial plants and ancillary installations. COGA operates and maintains more than 1,430km of pipelines, one compression plant with 72,000 horse power and four pump stations with 19,200 horse power each. COGA operates two pipelines: one which is 730 km and transports natural gas (GN) with a 1,275 MM cubic feet per day capacity; and the other one which is 530 km and transports natural gas liquids (NGL) with a 130,000 barrels per day capacity. Both pipelines run from Cusco to Ayacucho and Huancavelica, with the GN pipeline extending to Lurin and the NGL pipeline continuing to the Pisco fractionation plant. As this is a joint operation, we do not include the results of our COGA venture in our consolidated results under our Infrastructure segment. On April 24, 2017, we sold our interest in COGA.

On September 29, 2015, we entered into a memorandum of understanding with Odebrecht Latinvest to participate with a 20% stake in the shareholder equity of Concesionaria Gasoducto Sur Peruano S.A., for an amount of US$215 million (S/.722.4 million). On November 2, 2015, we acquired this 20% stake in GSP through a capital increase. The other shareholders are Odebrecht Latinvest with a 55% stake and Enagás with a 25% stake. Concesionaria Gasoducto Sur Peruano S.A. was responsible for the design, financing,

construction and operation of the southern gas pipeline, a project which would bring natural gas to the southern region of Peru, particularly to the provinces of Cuzco, Arequipa, Puno and Moquegua. The GSP gas pipeline concession was terminated by the Peruvian Ministry of Energy and Mines on January 24, 2017.

For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Principal Infrastructure Lines of Business

Toll Roads

Peru’s economic development is underpinned by a strong government commitment to infrastructure investment, with a particular focus on improving the country’s road system through the award of new concessions to the private sector. We believe this commitment offers significant opportunities to our Infrastructure segment.

The following map shows the location of the Red Vial 5 road in Peru.

LOGO

Our Infrastructure segment currently has three toll road concessions through our subsidiaries Norvial, Survial and Canchaque. All three toll roads are currently in operation and we have the authorizations, permits and licenses necessary to fulfill our obligations under each concession, including releases of rights of way. All of our toll road concessions have utilized the construction services of our E&C segment and the roads are currently operated and maintained by our Technical Services segment.subsidiary Concar. The table below sets forth selected financial information relating to our toll roads.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015 Restated 2016 2016   2016 2017 2018 2018 
  (in millions of S/.) 

(in millions of

US$)(1)

   (in millions of S/.) (in millions of
US$)(1)
 

Revenues

   338.2 394.5 264.4 78.7   264.4  263.8  280.8  83.1 

EBITDA

   80.1 79.2 76.8 22.9   76.8  91.1  102.3  31.5 

EBITDA margin

   24.5% 20.1% 29.0% 29.0%   29.0 34.5 36.4 36.4

 

(1)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

The charts below set forth the breakdown of our revenues and EBITDA from our toll road concessions for 2016.2018.

 

LOGOLOGO

Norvial

Under our Norvial concession, we operate and maintain part of the only major highway that connects Lima to the northwest of Peru. This183-km road, known as Red Vial 5, runs from the cities of Ancón to Pativilca and has three toll stations. The concession was awarded to Norvial in 2003 for a25-year term. We ownIn June 2018, the company transferred economic rights over 48.8% of the share capital of Norvial to Inversiones en Autopistas S.A. by transferring its Class B shares. Our company continues to possess 67% of Norvial;voting rights of Norvial and our partner in this concession isan economic interest of 18.2% of Norvial’s share capital. JJC Contratistas Generales. The following map showsGenerales S.A. owns the location of the Red Vial 5 road in Peru.

LOGOremaining 33.0%.

Norvial’s revenue derives from the collection of tolls. For the Norvial toll road, the toll rate is set out in the Norvial concession agreement and adjusted in accordance with a contractual formula that takes into account the sol/U.S. dollar exchange rate and Peruvian and U.S. inflation. We are required to transfer 5.5% of our monthly toll revenue to the Peruvian Ministry of Transport and Communications and pay a 1% regulatory fee to the Peruvian Supervisory Agency for Investment in Public Transportation Infrastructure.

Our obligations under the concession include expanding the already existing road by, among other things, adding two additional lanes. The first stage of construction was completed in 2008, and the second stage commenced in the second quarter of 2014 and is expected to be completed by MarchOctober 2019. We estimate that our capital investment for the second stage will be approximately US$95 million (S/.319.2 million).

Unlike other toll roads in Peru, Norvial charges toll fees in both directions. Our road is highly transited both by heavy vehicles, primarily for the purpose of transporting goods, and also by passenger vehicles, which typically use the road to access tourist destinations. The following table sets forth average daily traffic volume and average toll fees charged for vehicle equivalents in respect to the Norvial toll road concession for 2014, 20152016, 2017 and 2016.2018.

 

  Year ended December 31,   For the year ended December 31, 
  2014   2015   2016   2016   2017   2018 

Average daily traffic by vehicle equivalents(1)

   19,750   21,965   24,140   24.140    24.965    26.095 

Average toll fee charged for vehicle equivalents (in S/.)

   13.81   13.83   14.30   14.3    14.76    15.22 

 

(1)

Each automobile is counted as one equivalent vehicle and commercial vehicles (such as trucks or buses) represent the number of equivalent vehicles equal to the ratio between the toll rate applicable to commercial vehicles and that which is applicable to one automobile.

The table below sets forth selected financial information relating to Norvial.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015 Restated 2016 2016   2016 2017 2018 2018 
  (in millions of S/.) 

(in millions of

US$)(1)

   (in millions of S/.) (in millions of
US$)(1)
 

Revenues

   178.2  246.2  216.3  64.4    216.3  149.5  163.1  48.3 

Net profit

   31.1  40.9  47.3  14.1    47.3  49.4  17.2  5.1 

EBITDA

   62.3  68.9  77.7  23.1    77.7  81.4  87.8  26.0 

EBITDA margin

   35.0 28.0 35.9 35.9   35.9 54.5 53.8 53.8

 

(1)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

Survial

Under our Survial concession, we operate and maintain a 750 km road from the San Juan de Marcona port to Urcos, Peru, which is connected to an interoceanic road that runs up to thePeruvian-Brazilian border. The road has five toll stations and three weigh stations. The concession was awarded to Survial in 2007 for a25-year term. We own 99.9% of Survial. The following map shows the location of the road in Peru.

 

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Our obligations under the concession include the construction of the road, which was completed in 2010.

Our revenue from this concession consists of an annual fee paid to Survial by the Peruvian Ministry of Transport and Communications in consideration for the operation and maintenance of the road, which fee can vary depending on the amount of maintenance required due to road damages. In 2014, 20152016, 2017 and 20162018 the fee amounted to US$8.98.1 million (S/.26.6.27.2 million), US$33.928.4 million (S/.115.7.92.2 million) and US$8.18.4 million (S/.27.2.28.3 million), respectively. Our revenue in this concession does not depend on traffic volume.

Additional revenues of the concession are generated from the execution of additional works, work we perform as a result of catastrophic events and emergency maintenance. These revenues are billed when approval is received from the grantor and/or the regulator of the work in progress. In 2016, 2017 and 2018, the additional revenues amounted to US$0.6 million (S/.2.2 million), US$0.04 million (S/.0.1 million) and US$15.8 million (S/.53.6 million), respectively.

Canchaque

Under our Canchaque concession, we operate and maintain a 78 km road from the towns of Buenos Aires to Canchaque, in Peru. The road has one toll station. The concession was awarded to Canchaque in 2006 for a15-year15- year term. We own 99.9% of Canchaque. Our obligations under the concession include the construction of the road, which was completed in 2009. Our revenue from this concession consists of an annual fee paid by the Peruvian Ministry of Transport and Communications in consideration for the operation and maintenance of the road, which fee can vary depending on the amount of road maintenance required due to road wear and tear. In 2014, 20152016, 2017 and 2016,2018, the fee amounted to US$1.42.5 million (S/.4.2.8.4 million), US$1.35.1 million (S/.4.4.16.5 million) and US$1.27.7 million (S/.4.0.26.1 million), respectively. Our revenue in this concession does not depend on traffic volume.

The significant variation in 2018 was due to an additional disbursement by the Ministry of Transport and Communications of US$5.4 million for maintenance.

Additional revenues of the concession are generated from the execution of additional works, work we perform as a result of catastrophic events and emergency maintenance. These revenues are billed when approval is received from the grantor and/or the regulator of the work in progress. In 2016, 2017 and 2018, the additional revenues amounted to US$0.09 million (S/.0.30 million), US$0.32 million (S/.1.0 million) and US$1.7 million (S/.6.0 million), respectively.

Additional Toll Road Projects

We continuously evaluate infrastructure projects and strategically present public-private partnership proposals and participate in bidding processes for road concessions. In 2012 we were awarded, and in 2013 we signed the contract for, a40-year concession for athe 4.6 km extension of Vía Expresa Sur, one of the main roads in Lima, which crosses the city from north to south. The road will connect downtown Lima to Panamericana Sur, a highway that runs from Ecuador to Chile. Our estimate of the total investment under the concession, as submitted in our bid, is approximately US$200 million (S/.672 million). Such investment will be made during the construction phase, which was originally to be completed in 2018. Our revenue will derive from the collection of a toll fee upon completion of the construction. The concession is expected to generate a minimum annual revenue of US$18 million (S/.60.5 million) during the first two years of the concession term, US$19.6 million (S/.65.9 million) for the third year. If in a particular year, our annual revenue is lower than the minimum guaranteed, we expect the government to compensate us for the difference, up to an

amount not to exceed US$10 million (S/.33.6 million). The beginning of the construction phase is subject to expropriation by the government of the land necessary for the construction of the road. Moreover, in June of 2017, we signed Initial and Additional Acts of Suspension of the Concession with the municipalityMunicipality of Lima to freeze the reponsibilitiesresponsibilities of the government, on the one hand, and the concessionaire, on the other hand, with respect to the concession for a period of 12 months.until June 2019. The concessionaire continues to act as custodian of certain assets of which it had taken possession and continues to maintain certain performance guaranties in connection with the concession. Also, theThe government and the concessionaire continuehave agreed to meet and coodinatecoordinate aspects of the project, with the goal of resuming operations. However, with respect to the concession for Via Expresa Sur, we recently received a letter from the Municipality of Lima in which the Municipality communicated its desire to cease discussions to relaunch the project. We cannot assure you that this concession contract will be resumed.

A joint operation in which we have a 50% interest has been awarded, and is in the process of negotiating the terms for, a37-year concession for Via Expresa Javier Prado, a 20 km toll road that crosses Lima from east to west, traversing through eight districts. According to estimates from the Municipality of Lima, the total investment in the concession is expected to amount to approximately US$700 million (S/.2,352 million). Such investment will be made during the construction phase which is expected to take between five to seven years. Our revenue will derive from the collection of a toll fee upon completion of the construction. This concession was awarded to the joint operation at the end of the 1990s and negotiations were discontinued but were resumed in 2012. A project contract was approved by the City of Lima’s Council in November 2013 and was submitted to the Peruvian Ministry of Economy and Finance, which requested additional studies prior to approving the project. Subsequently, on July 26, 2017, the municipalityMunicipality of Lima signed an agreement that annulled the granting of the private initiative. Theconcession. Our company has initiated legal action in Peru against such decision.decision, and the Municipality of Lima responded, but a decision remains pending. A preliminary injunction is pending that would prevent the municipalityMunicipality of Lima from granting the private initiativeconcession to another party. We cannot assure you that our position in these proceedings will prevail, nor can we assure you if or when the concession contracts will be agreed or whether the contractual terms will be favorable to us.

These projects are not included in our backlog. See “Item 3.D. Key Information—Risk Factors—Risks Related to our Infrastructure Business.”

Mass Transit

Lima Metro

In 2011, we were awarded a30-year concession for the operation of Line One of the Lima Metro, Peru’s only urban railway system. The concession was awarded to our subsidiary GyM Ferrovías, in which we hold a 75% ownership interest, with the other 25% being held by Ferrovías S.A.C. Our obligations under the contract include: (i) the operation and maintenance of the five trains provided by the government; (ii) the acquisition of 19 new trains on behalf of the Peruvian government, which will be the legal owner of such trains; (iii) the operation and maintenance of the 19 new trains (24 trains in the aggregate); and (iv) the design and construction of the railway maintenance and repair yard, which was built by our E&C segment. We currently have all 24 trains (including two backup trains) in operation. The construction of the second stretch of Line One was completed in July 2014, and started operations on July 25, 2014.

We entered into the fourth addendum to the Lima Metro concession contract on July 11, 2016, in order to expand the transportation capacity of Line One. In accordance with the fourth addendum, the expansion project involves: (i) the purchase of 20 new trains withfive-car from Alstom; (ii) the purchase of 39 new cars from Alstom, to be coupled with the 19 existing Alstom trains and the 20 new Alstom trains, resulting in a consolidated fleet of 39 Alstom trains with asix-car configuration; and (iii) the expansion and improvement of the existing infrastructure, including revamping and improvement of five stations, improvements in the electrical systems, a new access route to the maintenance workshop and new switches on the main track. The construction of the expansion of the infrastructure will be carried out by our E&C segment and it is scheduled to be completed by the end of 2018 with the additional trains and rail cars to be delivered by the end of 2019.

As compensation for the investments of the expansion project, we are entitled to receive from the Ministry of Transportation and Communication, an advance payment of 30% of each investment component as well as the balance of 70% of each investment component compensated through an annual payment for complementary investments (pago annual por inversiones complementarias), which represents the unconditional and irrevocable right to receive a series of 56 quarterly payments from the Ministry of Transportation and Communication. In 2016 we already received the advance payment of the trains and cars, and in the third quarter of 2017 we expect to receivereceived the advance payment corresponding to the infrastructure expansion.

The construction of the first and second stretches of Line One was carried out by our E&C segment. The operation and maintenance of the trains is carried out by our Technical Services segment.subsidiary Concar. The map below shows the route of Line One.

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As of December 31, 2016,2018, GyM Ferrovías had spent a total of S/.660.8.3 million (US$1962.5 million) in capital expenditures in connection with the Lima Metro.

Our revenue from this concession consists of a quarterly fee that we receive from the Ministry of Transport and Communications based on the kilometers travelled per train and adjusted for inflation, with the fee per kilometer, the number of trains required to be in operation and the number of kilometers that we are required to travel established by the terms of the concession. Our revenues do not depend on passenger traffic volume.

We currently operate 24As of April 8, 2019, we operated 44 trains (including twofour backup trains) on the first and second stretches which enable us to travel 2,603,453 kilometers per year based on required schedule and frequency. The full Line One consists of 33.1 kilometers. The average frequency of the trains is 6 to 10 minutes and the fee per kilometer travelled is S/.80.37.

Additionally, as of April 30, 2018, we operate eight new trains from a complementary investment,, which we expect to enable us to travel 581,1064,811,779.65 kilometers per year. The average frequency of the trains is 3 to 6 minutes, depending on the schedule and the fee per kilometer travelledtraveled is, for our original 24 trains, S/.53.50..81.43, and for our 20 newer trains, S/.53.19.

Pursuant to the concession, we must comply with certain requirements in the operation of the trains. According to the concession, at least 95% of our trains must be running and available for use and not less than 85% of our trains that are available for use must arrive to destination on scheduled time. The table below shows our monthly average results during 2016.2018.

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Trujillo Urban Transportation

In October 2014, our subsidiary GMD was awarded a concession for the electronic collection of public transportation fares in the city of Trujillo in northern Peru for a period of 20 years. The concession includes equipping buses with communication systems, GPS, video and fare collection systems; managing a bus fleet control center (for speed, punctuality, and observance of the routes); installing card sale and charge points; and conducting inspections onboard buses. The estimated initial investment for the first three years is US$22 million (S/.73.9 million). We have committed to renew the equipment upon its wear down due to common use. Such technological renovation is estimated at US$18 million (S/.60.5 million), which will be paid over the following eight years. The contract was signed in April 2016. On June 6, 2017, we sold our interest in GMD.LOGO

Water Treatment

In 2010, we were awarded a25-year concession for the construction, operation and maintenance of La Chira waste water treatment plant in the south of Lima. The project is aimed at addressing Lima’s environmental problems caused by sewage discharged directly into the sea. We hold a 50% share in this concession and our partner Acciona Agua holds the remaining 50%. The plant began operations in June 2016.

La Chira’s total investment in the concession was S/.250 million (US$74.4 million). Once the project is completed, La Chira will beis entitled to collect (i) an annual payment for the investment made in the construction of the project for an amount of S/.24.2 million (approximately US$7.1 million), and (ii) and annual payment for the operation and maintenance of the project for an amount

of S/.6.8 million. These fees will beare paid by Sedapal S.A., the public utility company responsible for the supervision of the water service in Lima, for a period of 25 years. We funded our construction costs related to La Chira through the sale of government certificates to financial institutions, and, as a result, will not receive future cash flows from item (i). See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting Our Results of Operations—Infrastructure.” A joint operation in which our E&C segment participates is undertaking the construction of the waste water treatment plant.

Energy

We currently operate three energy businesses within our Infrastructure segment: Exploration and Production; Natural Gas; and Transport and Distribution. We operate and extract oil from four onshore fields (Block I, Block III, Block IV and Block V) located in the provinces of Talara and Paita in northern Peru. We have two long-term hydrocarbon extraction service contracts with Perupetro, the Peruvian entity responsible for the administration and supervision of all exploration and production contracts in Peru, under which we operate two oil producing fields, Blocks I and V. In addition, we have two long-term license contracts with Perupetro, a state-owned oil and gas company, for two other blocks, Block III and IV, which started operations in April 2015.2015; oil production from these blocks is sold to Petroperú. During 2016,2018, the oil production of our four blocks was approximately 2,7563,654 bbl per day. We also own and operate a natural gas processing plant located in northern Peru, which processes and fractions natural gas liquids and delivers dry gas to agas-fired power generation company under a long-term processing and fractionation agreement. In addition, we are a 50% partner in two consortiums named Consorcio Terminales (CT) and Terminales del Peru (IP)(TP) both of which have contract with Petroperú, a state owned oil and gas company, to operate and maintain ten fuel storage terminals.

In addition, we are a 50% partner in Oil Tanking Andina Services S.A.C. (“OTAS”). This subsidiary operates a fuel terminal named Terminal Marino Pisco Camisea under a contract subscribed with Pluspetrol to operate an export terminal for gasoline, diesel, propane and butane. Additionally, through OTAS, we are also a 25% partner in Logística Químicos del Sur S.A. (“LQS”), which operates the Terminal de Químicos de Matarani and which dispatched 53,656 tonnes of sodium hydrosulfide for international mining companies in 2018.

The table below sets forth selected financial information relating to our Energy line of business.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015
Restated(1)
 2016 2016   2016 2017 2018 2018 
  (in millions of S/.)   

(in millions of

US$)(2)

   (in millions of S/.) (in millions of
US$)(1)
 

Revenues

   350.3  389.4  382.2  113.8    382.2  436.9  560.5  165.9 

Net profit

   62.7  20.2  12.0  3.6 

Net Profit

   12.0  38.1  65.0  19.2 

EBITDA

   162.0  121.8  99.5  29.6    99.5  142.1  178.9  52.9 

EBITDA margin

   46.2 31.3 26.0 26.0   26.0 32.5 31.9 31.9

 

(1)Includes production from the start of operations of Blocks III and IV in April 2015.
(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

The pie charts below set forth the breakdown of our revenues and EBITDA from our Energy line of business for 2016.

Revenues                                                                    EBITDA2018.

 

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Oil and Gas Production

We operate and extract oil from four mature fields (Block(Blocks I, Block III, Block IV and Block V) located in the provinces of Talara and Paita in northern Peru. Two of these fields, Blocks I and V, are operated under long-term service contracts under which we provide hydrocarbon extraction services to Perupetro. Hydrocarbons extracted from these two blocks belong to Perupetro, which in turn pays us, twiceonce a month, a variable fee per barrel of liftedextracted hydrocarbons. This extraction fee is based on a basket of international crude prices and the level of production. The other two fields, Blocks III and IV, are operated under long-term license contracts with Perupetro. The hydrocarbons extracted are owned by our subsidiary GMP, which in turn pays royalties, on a fortnightly basis, to Perupetro, based on a basket

the average prices of three international crude pricesoil prices: Fortis, Suez Blend and the level of production.Oman Blend crudes. Our activities are focused on proved reserves development and production and are conducted in mature oil fields, which have been producing oil for over 100 years in the case of Block I, approximately 96 years in the case of Block III, approximately 95 years in the case of Block IV, and over 50 years in the case of Block V. We believe our activities in these fields bear limited exploration risk.

The following table shows selected information about our fields.

 

Property

  Basin   GMP’s
Ownership
  Expiration   Developed
Acres
   Undeveloped
Acres
 

Block I

   Talara    100  2021    25,154    4,110 

Block III

   Talara    100  2045    7,475    80,986 

Block IV

   Talara    100  2045    8,400    64,550 

Block V

   Talara    100  2023    6,320    2,220 

Block I:

We operate and extract oil and natural gas from Block I under a20-year hydrocarbon extraction service contract with Perupetro, which was extended for an additional10-year term and expires in December 2021. Average daily production during 20162018 was 1,040720 barrels of crude oil. We operate 241212 wells using various oil extraction systems and operate a network of production batteries and pipelines to collect, measure and deliver oil in fiscalization point close to the Talara refinery. The field is located in the province of Talara, department of Piura, in northern Peru, approximately five miles from the Talara refinery, the second largest refinery in the country. Block I is the oldest oil producing field in Peru and has been producing oil since around 1890.

Block III:

We operate and extract oil and natural gas from Block III under a30-year license agreement with Perupetro, which expires in April 2045. Average daily production during 20162018 was 953756 barrels of crude oil. We operate 207166 wells using various oil extraction systems and operate a network of production batteries and pipelines to collect, measure and deliver oil in a fiscalization point close to the Talara refinery.refinery, which purchases the oil according to a contract based on an average price of three international crude oil prices: Fortis Blend, Suez Blend and Oman crudes, as adjusted by certain factors. The field is located between the provinces of Talara and Paita, department of Piura, in northern Peru, approximately 21 miles from the Talara refinery.

Block IV:

We operate and extract oil and natural gas from Block IV under a30-year license agreement with Perupetro, which expires in April 2045. Average daily production during 20162018 was 6402,069 barrels of crude oil. We operate 250284 wells using various oil extraction systems and operate a network of production batteries and pipelines to collect, measure and deliver oil in a fiscalization point close to the Talara refinery.refinery, which purchases the oil according to a contract based on an average price of three international crude oil prices: Fortis Blend, Suez Blend and Oman crudes, adjusted for costs related to hydrocarbon transportation. The field is located in the province of Talara, department of Piura, in northern Peru, approximately 21 miles from the Talara refinery.

Block V:

We operate and extract oil and natural gas from Block V under a20-year hydrocarbon extraction service contract with Perupetro, which was extended for an additional10-year term and expires in October 2023. Average daily production during 20162018 in this field was 128109 barrels of crude oil. We operate 5941 wells in this field using various oil extraction systems. The Block V field is located in the province of Los Organos,Órganos, department of Piura, Peru, close to the border with Ecuador. Block V has been producing oil since the 1950s.

The map below shows the geographic location of our oil producing blocks in northern Peru.

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For Block I and Block V, we are entitled to a variable fee paid by Perupetro, which is based on the level of production of each field and a price formula that is based on an average price of three international crude oil prices: fortisFortis blend, suezSuez blend and omanOman crudes, and a discount over this price of approximately of 17%72% per barrel.

For Block III and Block IV, the formula price is alsowe pay royalties to Perupetro based on an average price of three international crude oil prices: fortisFortis blend, suezSuez blend and omanOman crudes. The royalties paid to Perupetro were US$16.5818.79 per barrel during 20152017 and US$12.7623.17 per barrel during 2016.2018.

During 2014, 20152016, 2017 and 2016,2018, we received an average revenue (for all blocks) of US$77.33,38.55, US$45.5949.19 and US$38.5552.38, respectively, per barrel of extracted oil, which was equivalent to approximately 78.1%88.52%, 84.26 %91.84% and 88.52%73.72%, respectively, of average Brent crude oil prices in the same years. We are not committed to provide a fixed volume of oil or natural gas under our four contracts.

We produce natural gas as a byproduct of the production of crude oil (an average of 9.46,196 MMcf per day during 2016)2018). In Block I, we provide natural gas to EEPSAENEL under a “take or pay” contract (an average of 35,332 MMcf per day)day during 2018), and we pay to Perupetro a fee which varies depending on market conditions. The additional volume of natural gas extracted is sent to our Pariñas plant to be processed and commercialized as liquid natural gas. In Block V, we reinject the natural gas produced back into the wells. In Block III, we use part of the produced gas as fuel to operate wells equipment (pumping units) and we are looking for a market to sell the excess. In Block IV, we also use a volume of gas as fuel and the residual volume is burnt. Our revenues for the sale of natural gas are not material relative to our oil production revenues.

Estimated Proved Reserves:

The following table sets forth estimated proved crude oil and natural gas reserves in Blocks I, III, IV and V as of December 31, 2016.2018. We have only included estimates of proved and have not included any estimates of probable and possible reserves.

 

  Crude Oil
(Mbbl)
   Natural Gas
(MMcf)
   Crude Oil
Equivalents
(MBoe)
   Crude Oil
(Mbbl)
   Natural Gas
(MMcf)
   Crude Oil
Equivalents
(MBoe)
 

Block I:

            

Proved developed producing

   1,363    10,186    3,174    722    7,761    2,101 

Proved developednon-producing

   68    334    127 

Proved developed non—producing

   —      —      —   

Proved undeveloped

   0    0    0    —      —      —   

Total proved reserves

   1,431    10,521    3,301    722    7,761    2,101 

Block III:

            

Proved developed producing

   2,974    0    2,974    2,519    —      2,519 

Proved developednon-producing

   17    0    17 

Proved developed non—producing

   22    —      22 

Proved undeveloped

   10,603    0    10,603    11,795    —      11,795 

Total proved reserves

   13,594    0    13,594    14,337    —      14,337 

Block IV:

            

Proved developed producing

   3,749    0    3,749    6,365    12,008    8,499 

Proved developednon-producing

   17    0    17 

Proved undeveloped

   6,068    0    6,068 

Total proved reserves

   9,834    0    9,834 

Block V:

      

Proved developed producing

   285    0    285 

Proved developednon-producing

   48    0    48 

Proved undeveloped

   0    0    0 

Total proved reserves

   333    0    333 

Total:

      

Proved developed producing

   8,370    10,186    10,181 

Proved developednon-producing

   151    334    210 

Proved undeveloped

   16,670    0    16,670 

Total proved reserves

   25,191    10,521    27,061 

   Crude Oil
(Mbbl)
   Natural Gas
(MMcf)
   Crude Oil
Equivalents
(MBoe)
 

Proved developed non—producing

   70    71    82 

Proved undeveloped

   5,787    13,767    8,234 

Total proved reserves

   12,221    25,845    16,815 

Block V:

      

Proved developed producing

   213    —      213 

Proved developed non—producing

   —      —      —   

Proved undeveloped

   —      —      —   

Total proved reserves

   213    —      213 

Total:

      

Proved developed producing

   9,820    19,768    13,333 

Proved developed non—producing

   92    71    105 

Proved undeveloped

   17,582    13,767    20,029 

Total proved reserves

   27,494    33,606    33,467 

Proved reserves are those quantities of oil and natural gas which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, we employed methodologies that have been demonstrated to yield results with consistency and repeatability. The methodologies and economic data used in the estimation of the proved reserves in the fields include, but are not limited to, well logs, geologic maps and available down hole and production data, seismic data, and well test data.

Reserve amounts were based on the12-month unweighted arithmetic average of thefirst-day-of-the-month Brent crude price for each month in the period January through December 2016,2018, which, pursuant to our contractual agreements, resulted in average oil and gas prices of US$42.969.69 per barrel and US$1.324 per Mmbtu,3.73 MMcf, respectively, that for the purpose of reserve amount estimation were assumed to remain constant.

Proved undeveloped reserves in the fields as of December 31, 20162018 were 16,670 MBbbl20,029 MBoe, consisting of 16,670 Mbbl17,582 MBbl of crude oil (0 MMcfand 2,447 Mboe (13,767 MMcf) of natural gas. We estimate that during 2018 proved undeveloped reserves increased by 1,329 Mboe of crude oil, approximately 1,663 Mboe of proved undeveloped reserves of natural gas). We estimate that during 2016, proved undeveloped reserves increased by 2,729 Mboe of crude oil were converted into proved developed reserves, and approximately 621an additional 817 Mboe of crude oil of proved undevelopedprobable and possible reserves were converted into proved developed reserves. Capital expenditures made during 2018, for both drilling activities and workovers, made during 2016 to convert undeveloped reserves to proveproved developed reserves amounted to approximately US$5.921.4 million (S/.19.8.72.3 million).

The principal changes in proved undeveloped reserves during 20162018 were:

 

Crude oil reserves: proved undeveloped crude oil reserves increased 2,108 MMbbldecreased 250 Mbbl during 2016; 2,729 MMbbl werere-categorized2018, as follows:

an increase of 1,189 MBbl due to oil price increasea drilling campaign in Block IV and a decrease of 194 MBbl due to a revision of type curve in Block III; and

a decrease of 1,246 MBbl due to proved undeveloped reserves that were converted into proved developed reserves in Block IV.

Associated natural gas reserves increased 4,594 Mboe (25,845 MMcf) during 2018, as follows:

recategorized from resourceresources to reserves and 621 MMbbl werere-categorizeddue to the development of a project to transport gas from Block IV to our gas processing plant, which remains in progress: 12,078 MMcf as proved developed producing reserves, mainly in Block III and IV.

13,767 MMcf as proved undeveloped reserves.

Natural associated gas reserves decreased 4,860 Mboe (27,340 MMcf) during 2016.

For changes in proved developed and undeveloped reserves from December 31, 20132017 to December 31, 2016,2018, see supplementary data (unaudited) annexed to our audited annual consolidated financial statements included in this annual report.

Qualifications of Technical Persons and Internal Controls Over Reserves Estimation Process:

The reserves estimates shown in this annual report have been prepared internally by our engineers in accordance with the definitions and guidelines of the SEC. Our reserves are estimated at the property level and compiled by our engineering staff. Our engineering staff interacts with our internal staff of operations engineers and geoscience professionals and with accounting employees to obtain the necessary data for the reserves estimation process. Our reservoir engineers and geoscience professionals have worked to ensure the integrity, accuracy and timeliness of the data, methods and assumptions used in the preparation of the reserves estimates. Mr. Luis Huaranga and Javier Portuguez are our Reservoir Engineers. The reserves estimate report was submitted to our Committee of Reserves, which is formed by Mr. Anthony Alfaro (Exploration and Production Manager), Mr. Iván Miranda (Exploration and Production Technical Manager), Mr. Jose Pisconte Lomas (Chief of Geology), and Mr. Manuel Gomez (Chief of Reservoir Engineering). Mr. Huaranga holds a Petroleum Engineering degree from Universidad Nacional de Ingeniería in Lima, Peru and has 2022 years of experience, developed as a reservoir engineer at Pluspetrol, Petrobras, and Repsol. From September -2016 he isHe has been working for GMP.GMP since September 2016. Mr. Portuguez holds a Petroleum Engineering degree from Universidad Nacional de Ingeniería in Lima, Peru and has 2325 years of experience, developed as a production and reservoir engineer at Mercantile and Interoil Peru. Mr. Gomez holds a Petroleum Engineering degree from Universidad Nacional de Ingeniería in Lima, Peru and has 1011 years of experience, most of it as drilling, completion, stimulation, and reservoir engineer. Mr. Pisconte Lomas, holds a Geologist Engineering degree and a Regional Geology Master’s degree from Universidad Nacional Mayor de San Marcos and has 2526 years of experience in the oil industry. Mr. Miranda holds a degree in Petroleum Engineering from Universidad Nacional de Ingeniería in Lima and a Petroleum Engineering Master’s degree from Texas A&M University of Texas—USA, and has 3334 years of experience in the oil industry developed at Petroperu, Unipetro ABC, and GMP. Mr. Alfaro holds a Petroleum Engineering degree from Universidad Nacional de Ingeniería in Lima, Peru, Master´s degree in Business Administration from Universidad Rafael Belloso Chacin in Maracaibo, Venezuela, a Master´s degree in Projects Management an Administration from Universidad de Ciencias Aplicadas in Lima, Peru and has 2829 years of experience developed at Petroperu, Perez Companc Peru and Argentina, Petrobras Venezuela and Peru, Grupo Synergy E&P Ecuador, and GMP.

Production, Revenues, Prices and Costs:

The following table sets forth information regarding our production, revenues, prices and production costs for 2014, 20152016, 2017 and 2016.2018.

 

  Year ended December 31,   For the year ended December 31, 
  2014   2015(1)   2016   2016   2017   2018 

Production volumes(2):

      

Production volumes(1):

      

Crude oil (Mbbl)

            

Block I

   592.5    507.9    381.3    381.3    310.9    262.8 

Block III

     319.7    347.7    347.7    267.8    275.8 

Block IV

     174.7    232.7    232.7    530.9    755.9 

Block V

   48.4    59.0    46.9    46.9    3.2    39.9 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total (crude oil Mbbl)

   640.9    1,061.40    1,008.60    1,008.60    1,145.8    1334.4 

Natural gas (MMcf)

            

Block I

   3,238.30    3,729.90    2,025.77    2,025.8    2,979.0    2,228.8 

Block III

     1,075.70        —      —   

Block IV

     156.7        —      —   

Block V

   157.5    175.7        —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Total (natural gas MMcf)

   3,395.80    5,138.00    2,025.77    2,025.8    2,979.0    2,228.8 

Crude oil equivalents (Mboe)

   603.6    913.4    360.14    360.1    529.5    396.2 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total Company

   1,244.50    1,974.80    1,368.75    1,368.7    1,675.3    1,730.6 

Average sales prices(3):

      

Average sales prices(2):

      

Crude oil (US$/bbl)

   77.33    45.59    38.48    38.48    49.81    64.72 

Natural Gas (US$/Mcf)

   3.08    2.15    1.53    1.53    4.07    4.52 

Crude oil equivalents (US$/boe)

   50.17    37.56    30.62    30.62    41.95    55.64 

Costs and expenses(3):

      

Costs and expenses(2):

      

Production expenses (US$/boe)

   6.16    10.07    10.08    10.08    17.35    18.11 

Royalties (US$/boe)

   —      4.0    5.4    5.4    9.27    17.80 

General and administrative expenses (US$/boe)

   4.95    2.42    2.09    2.09    2.02    2.37 

Depreciation, depletion, amortization and accretion expenses (US$/boe)

   11.78    8.57    12.58    12.58    8.99    10.19 

 

(1)Includes operations of Blocks III and IV starting in April 2015.
(2)

Hydrocarbons extracted from Blocks I and V belong to Perupetro, which in turns pays us a per barrel fee for liftedextracted hydrocarbons. Hydrocarbons extracted from Blocks III and IV belong to GMP, which in turn pays Perupetro a royalty as per the extracted hydrocarbons.

(3)(2)

Crude oil sales volume differs from total production volume due to operational circumstances such as the inventory of product stored in our field batteries at the end of each monthly measurement. “Average sales prices” refers to the fees received in consideration for our extraction services, which do not equal the sales prices of crude oil. Average sales prices have been calculated using a basket price formula according to the service and license contracts of each block. Such formulation is at a discount to global oil prices for Blocks I and V, and for Blocks III and IV we pay royalties on the oil extracted. Per unit costs have been calculated using sales volumes.

Acreage, Productive and Development Wells, Drilling:

The following table sets forth certain information regarding the total developed and undeveloped acreage as of December 31, 2016.2018.

 

Formation

  Developed Acreage   Undeveloped Acreage   Developed Acreage   Undeveloped Acreage 

Block I

        

Pariñas

   2,271    70    2,271    70 

Mogollón

   2,583    320    2,583    320 

Basal Salina

   1,850    100    1,850    100 

Mesa

   1,485    1,650    1,485    1,650 
  

 

   

 

   

 

   

 

 

Total Block I

   8,189    2,140    8,189    2,140 

Block III

        

Salina Mogollón

   7,475    3,983    7,475    3,983 

Amotape

   1,750    2,370    1,750    2,370 
  

 

   

 

   

 

   

 

 

Total Block III

   9,225    6,353    9,225    6,353 

Block IV

        

Pariñas

   4,155    3,402    4,155    3,402 

Palegreda

   5,170    3,741    5,292    3,951 

Mogollón

   1,240    2,460    1,470    2,606 
  

 

   

 

   

 

   

 

 

Total Block IV

   10,565    9,603    10,917    9,959 

Block V

        

Verdún

   530    650    530    650 

Ostrea

   175    115    175    115 

Mogollón

   1,350    120    1,350    120 
  

 

   

 

   

 

   

 

 

Total Block V

   2,055    885    2,055    885 
  

 

   

 

   

 

   

 

 

Total

   30,034    18,981    30,386    19,337 

As of December 31, 2016,2018, we had a total of 757703 producing wells. Our wells are oil wells, many of which also produce natural gas. We do not have interests in wells that only produce natural gas.

gas The following table shows the number of development and exploratory wells drilled during 2014, 20152016, 2017 and 20162018 in Blocks I, III, IV and V.

 

   Year ended December 31, 
   2014   2015(1)   2016 

Development Wells

      

Productive

   26    4    11 

Dry

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

   26    4    11 

Exploratory Wells

      

Productive

   —      —      —   

Dry

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

   —      —      —   

(1)Includes operations of Blocks III and IV, starting in April 2015.
   For the year ended December 31, 
   2016   2017   2018 

Development Wells

      

Productive

   11    22    33 

Dry

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

   11    22    33 

Exploratory Wells

      

Productive

   —      1    —   

Dry

   —      —      1 
  

 

 

   

 

 

   

 

 

 

Total

   —      1    1 

During 2014, 20152016, 2017 and 20162018 we invested US$25.6 million (S/.76.5 million), US$3.8 million (S/.13.0 million) and US$5.4 million (S/.18.1 million), US$16.5 million (S/.53.6 million) and US$20.2 (S/.68.4), respectively, in drilling activities. WeDuring 2018, we drilled a total of eleven33 wells during 2016 in Block IV. AllIV (all of them are productive wells.wells) and one exploratory well in Block III (dry well).

Under the terms of our agreements with Perupetro, at the time the contract terminates, we are required to closenon-producing wells that we have drilled. As of December 31, 2016,2018, we estimated that we will be required to close 4862 wells in Block I in December 2021 and 6 wells in Block V in October 2023, 40 wells in Block III and 50 wells in Block IV in December 2045. We have created a provision in our financial statements for the costs relating to those well closings. See notes 4.1(d)5.1(d) and 17(d)18(d) to our audited annual consolidated financial statements included in this annual report.

Gas Processing Plant

We own a gas processing plant located 7 km north of the city of Talara in Piura, Peru. We currently have under a long-term delivery and gas processing and fractioning contract with EEPSA,Enel Generación Piura (formerly known as EEPSA), according to which EEPSAEnel Generación Piura delivers wet natural gas that it purchases from onshore and offshore gas operators in the area. We then process and fraction the gas into two products: (i) dry natural gas, which can be used as fuel in EEPSA’sEnel Generación Piura’sgas-fired turbine; and (ii) natural gas liquids, which are sold in the Peruvian market. Under the terms of the agreement, we are responsible for all operating costs of the gas processing plant but are also entitled to keep revenues from the sale of the natural gas liquids to third parties after payment of a variable royalty, based on the volume of gas processed, to EEPSA.Enel Generación Piura. Our current gas processing and fractionation contract with EEPSAEnel Generación Piura expires in 2023.

Our gas processing plant has the capacity to process up to 44 MMcf per day. We processed 27.333.19 MMcf per day during 2014, 31.72016, 30.57 MMcf per day during 20152017 and 33.230.12 MMcf per day during 2016.2018. Approximately 70%83% of the volume processed by our gas processing plant depends on the gas volumes provided by EEPSAEnel Generación Piura for processing and use on itsgas-fired turbines. These volumes vary per month and depend upon the power dispatch curve of EEPSAEnel Generación Piura among Peruvian power generation plants. In rainy months (December to April) where hydroelectric power generation in Peru is typically higher, gas volumes demanded by EEPSAEnel Generación Piura are lower than in dryer months (May to November) in which activity of thermal generators tends to be higher. The remaining approximately 30%Approximately 10% of the volume processed by our gas processing plant depends on the volumes of gas extracted by GMP in Block I and 7% on the gas provided by CNPC, which we process and commercialize as liquid natural gas.

Fuel Storage Terminals

We are a 50% partner in Consorcio Terminales with a Peruvian affiliate of Oiltanking GmbH, one of the world’s largest operators of independent terminals for bulk liquid storage. Consorcio Terminales had a contract with Petroperú to operate the North and South Fuel Terminals in Peru, which expired in August 2014. In May 2014, there was a public bidding for the operation of the North, Center and South Terminals. In June 2014, Terminales del Perú, a new consortium also integrated by our subsidiary GMP S.A. and Oiltanking Peru was awarded a concession for the operation of the North and Central Fuel Terminals for Petroperú. The contracts have a20-year term and consist of the operation of four terminals in the north and one terminal in the center of the country, providing storage and dispatching bulk liquid fuel. The total amount of the committed investment for both projects is approximately US$37.2 million (S/.125 million), while the total amount of the additional investment, which will be reimbursed, is approximately US$186 million (S/.625 million). There was no winner in the public bidding for the operation of the South Fuel Terminals, and the contract of Consorcio Terminales was extended through contract amendments: first, for an additional year until August 2015; subsequently, for two more years until August 2017; and most recently, in July 2017 for an additional year until August 2018.2018; and in July 2018 for an additional year until August 2019. The total amount of the additional investment required during this two yearthe period from 2018-2019, which will be reimbursed, is approximately US$10 million (S/.84.33.7 million). In November 2018, Petroperú initiated a public bidding for the operation of the South Terminals, in which we expect to participate, that is expected to be awarded in June 2019.

Our open-access terminals offer our customers dependable and critical handling and storage services for refined petroleum liquid products, maintaining high quality, safety and environmental standards. We provide storage, handling and loading and uploading services for a broad range of refined petroleum liquid products, including gasoline, aircraft fuel, diesel and heavy fuel oil. We deliver the liquids into two types of transportation systems, railroad cars and cistern trucks. Because of the strategic location of our assets, our deep-water access, inland terminals and our aggregate storage capacity of 2.22.5 MMbbl in the North and Central Terminals and of 1.41.6 MMbbl in the South Terminals, we believe that we are well-positioned to cover the needs of our clients, the two principal refineries in Peru. The map below shows the location of each of our fuel storage terminals in Peru.

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Under the current contracts, Consorcio Terminales and Terminales del Perú receive revenues paid in connection with monthly reserved volume in tanks for refined crude products (storage fee) and for volumes loaded and delivered into railroad cars or cistern trucks to each terminal (throughput fee). The storage fee per barrel, is based upon reserved volumes whether they are received or not. The throughput fee is paid based on effective barrels delivered per month. During 2014, 20152016, 2017 and 20162018, Consorcio Terminales and Terminales del Perú generated revenues of US$44.574.1 million (S/.133.0.249.0 million), US$66.878.84 million (S/.228.0.255.8 million) and US$74.1 million82.5 (S/.249.0.278.9 million) (we are entitled to 50% of the joint operation revenues), respectively. Under the contracts, Consorcio Terminales and Terminales del Perú are responsible for paying the fuel terminals operating and maintenance costs and also paying a royalty fee to Petroperú based on effective barrels delivered each month.

At the current stage of the contracts, any capital expenditure we invest in the fuel storage terminals can be recouped from any present and future royalties we owe to Petroperú.

The South Terminal operation agreement has been extended to August 1, 2019. With respect to the North Terminal operation agreement, the agreement with Consorcio Terminales expired on October 31, 2014, however, GMP and Oiltanking were granted a new operation agreement for the terminal, this time under the ‘Terminales del Perú’ Consortium, which provided for a 20 year extension that will end on November 1, 2034. Additionally, Terminales del Peru was granted with the operation agreement for the terminal del Centro-Callao, for 20 years commencing on September 2, 2014 until September 1, 2034. In executing their operations, both Consorcio Terminales and Terminales del Perú are committed to develop and follow a work program which must include an investment schedule. The work program performed included the installation of protection systems and loading systems, among others, and was secured by a performance bond.

Other Terminal Operations

We are a 50% partner in Oiltanking Andina Services S.A.C. (“OTAS”). This subsidiary operates a fuel terminal named “Terminal Marino Pisco Camisea” under a contract subscribed with Pluspetrol to operate an export terminal for gasoline, diesel, propane and butane. In 2016,2018, this terminal dispatched 30.023.9 million barrels of natural gas liquids. Additionally, through OTAS, we are also a 25% partner in Logística Químicos del Sur S.A. (“LQS”), thatLQS, which operates the “Terminal de Químicos de Matarani,” which in 2016 dispatched 56,71353,656 tonnes of sodium hydrosulfide for international mining companies.companies in 2018. During 2014, 20152016, 2017 and 20162018 these activities generated revenues in the aggregate of approximately US$4.1 million (S/.12.3 million), US$4.6 million (S/.15.7 million) and US$6.3 million (S/.21.2 million), US$6.6 million (S/.21.4 million) and US$6.6 million (S/.22.3 million), respectively.

Operation and Maintenance of Infrastructure Assets

We began providing our operation and maintenance of infrastructure assets services in 1994 when we were awarded the concession for the Arequipa Matarani highway in southern Peru. With this experience, in 2003, we began providing operation and maintenance services to Norvial. In 2007, the Peruvian government initiated Proyecto Peru, a program aimed at maintaining roads not under concession to ensure their longevity. Proyecto Peru allowed us to develop new business opportunities providing maintenance services to more than 4,000 km of public roads in Peru. We believe the experience we have gained operating highway and transportation concessions positioned our company to capitalize on the Peruvian government’s initiatives to increase infrastructure development.

Our revenue in the operation and maintenance of infrastructure assets is generated either from fees we charge to Norvial, Survial, Canchaque, Pasco, Chinchaypujio, Chuquibambilla, Cora and the Lima Metro to operate and maintain our concessions or from government payments through maintenance service contracts we have been awarded. As depicted in the chart below, we operate and maintain more than 2,936.30 km of Peruvian roads and highways, including our own highway concessions, in addition to the Lima Metro.

Operation and Maintenance of Infrastructure Assets

Total 2,936.30 KM

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The table below sets forth selected financial information for our operation and maintenance of infrastructure assets activities.

   For the year ended December 31, 
   2016  2017  2018  2018 
   (in millions of S/.)  

(in millions of

US$)(1)

 

Revenues

   262.7   378.3   452.3   133.9 

Net profit (loss)

   14.0   16.9   2.4   0.7 

EBITDA

   27.0   34.1   19.2   5.7 

EBITDA margin

   10.3  9.0  4.2  4.2

(1)

Calculated based on an exchange rate of S/.3.379 to US$1.00 as of December 31, 2018.

The below map illustrates the roads in Peru for which we currently provide operation and maintenance services.

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We provide the following road operation and maintenance services:

Routine Maintenance.These services aim to preserve roads through ongoing maintenance, including: road demarcation; cleaning; drainage; road fissure treatment, which seals cracks in roads to prevent water infiltration; slurry sealing; and micro-paving, which seals asphalt to prevent aging and improve resistance to water and surface wear.

Periodic Maintenance.These services entail activities that are performed periodically, intended to prevent the occurrence or exacerbation of defects, conserve the structural integrity of roads and correct major defects.

Emergency maintenance.This maintenance work is performed whenever the need arises, such as when natural disasters damage road surfaces.

We also administer toll stations and weighing stations; offer road patrolling services; operate assistance call centers; and provide emergency medical services.

The operation and maintenance services we provide to the Lima Metro aim to preserve the mass transit system through ongoing maintenance, including cleaning of the trains and stations and providing train operators, among other services.

With respect to operation and maintenance contracts with the Peruvian government, we obtain new contracts through public bidding. With respect to contracts with our Infrastructure segment, we participate in direct negotiation. Contract length typically ranges from three to five years.

Competition

Our ability to grow through successful bids for new infrastructure concessions or other long-term contracts could be affected as a result of competition. We view our competition as including both Peruvian and international infrastructure concession operators including joint operations with partners with specialized expertise in the relevant sector. Competition varies on acase-by-case basis, depending on the main purpose of the concession.

Real Estate

Our Real Estate segment is one of the largest apartment building developers in Peru, in terms of number of units sold and value of sales in 2016,2018, and is focused on the development and sale of affordable housing and housing as well as other real estate projects. Since commencing our operations in 1987, we have developed approximately 705,2531,178,970 m2 of affordable housing (approximately 10,83318,565 units); approximately 329,876390,696 m2 of housing (approximately 1,6351,871 units); approximately 170,075 m2 of office space (approximately 902 offices); and approximately 43,000 m2 of shopping centers (three shopping centers). Moreover, we are currently building approximately 121,196328,834 m2 of affordable housing (approximately 2,0282531 units); approximately 49,74327,304 m2 of housing (approximately 148229 units); and approximately 3,631 m2 of office space (approximately 17 offices, with an average size of 214 m2 each). Our Real Estate segment also owns significant land parcels in Lima, comprising of approximately 930786 hectares as of December 31, 2016,2018, and we have sold undeveloped land in the past and intend to continue such sales in the future.

The table below sets forth selected financial information for our Real Estate business segment.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015
Restated
 2016(1) 2016(1)   2016(1) 2017(1) 2018(1) 2018(1) 
  (in millions of S/., except as indicated)   

(in millions of

US$)(2)

   (in millions of S/., except as indicated) (in millions of
US$)(2)
 

Revenues

   224.6  215.8  411.5  122.5    411.5  647.5  630.1  186.5 

Net profit

   26.5  29.3  77.2  23.0    77.2  117.7  157.8  46.7 

Net profit attributable to controlling interest

   9.5  12.4  22.1  6.6 

Net profit attributable to controlling

   22.1  48.6  28.9  8.6 

EBITDA

   56.5  52.8  121.4  36.1    121.4  177.3  241.00  71.3 

EBITDA margin

   25.2 24.5 29.5 29.5   29.5 27.4 38.2 38.2

Backlog (in millions of US$)(3)

   70.0  111.0  95.9  95.9    95.9  25.9  57.9  57.9 

Backlog/revenues ratio(3)

   0.9 1.8 0.8 0.8   0.8 0.1 0.3 0.3

 

(1)

In 2016, 2017 and 2018 we recognized S/.97.0.97 million (US$28.9 million), S/.163.1 million (US$50.3 million) and S/.38.4 million (US$11.5 million), respectively, in revenues from land sales.

(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(3)

For more information on our backlog, see “—Backlog.” Backlog is calculated as of the last day of the applicable period. Revenues are calculated for such period and converted into U.S. dollars based on the exchange rate published by the SBS at such period.

We undertake a significant amount of the activities in our Real Estate segment with partners through financing and commercial arrangements we use to purchase land and to develop real estate projects. See “—Financing.” See also “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Real Estate.” As a result, a significant amount of our net profit in the Real Estate segment is attributable to thenon-controlling interest of our partners. See also “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Real Estate.”

Principal Real Estate Activities

Our real estate developments include the following products:

 

affordable housing;

 

housing; and

 

commercial real estate.

We began developing affordable housing projects in 2001, following the Peruvian government’s efforts to address the country’s housing deficit, particularly forlow-income families. We launched the first major affordable housing project in Peru in 2007, Parque Agustino in Lima’s El Agustino neighborhood. Since 2001, we have completed 16 affordable housing projects. As of December 31, 2016,2018, we are developing eightsix affordable housing projects, which are in various stages of development, including six forthree which the construction phase has been completed, one which isare in the construction phase and one for which we have purchased land, but isalso are still in the process of obtaining the required approvals and permits. Three of our ongoing affordable housing projects consist of expansions of projects previously completed by us. Affordable housing consists of apartments, usually ranging between 50 and 72 m2, that are purchased through government subsidies. The Peruvian government has adopted the Nuevo Crédito Mi Vivienda and Techo Propio programs, among others, which promote access to affordable housing in Peru by providing government subsidies to individuals for the purchase of homes. In order for a unit to qualify for the Nuevo Crédito MiVivienda program, its selling price must range between 14 UITS/.58,800 and 50 UIT (approximately between S/.55,300 and S/.197,500)..310,800. In order for a unit to qualify for the Techo Propio new housing purchase program, its selling price must range between 5.5 UIT and 20 UIT (approximately betweenbe less than S/.21,725 and.84,100 for a single family home or less than S/.79,000)..105,000 for a multi-family dwelling.

In order to be eligible for an affordable housing subsidy under the Nuevo Crédito MiVivienda program, a purchaser must not own any other home or have benefitted from a housing subsidy program in the past, among other requirements. A purchaser must also provide a down payment between 10% and 30% of the total purchase amount. Housing subsidies under this program fluctuate between S/.12,500.6,500 and S/.17,000,.17,500 which incentivize purchasers with reduced monthly rates so long as they pay their mortgage loan payments on a timely basis. In order to be eligible for an affordable housing subsidy under the Techo Propio program, a purchaser must have a monthly income that does not exceed 0.48 UIT (approximatelyapproximately S/.1,896).2,617 and must not have received any other government-sponsored housing benefit in the past, among other requirements. A Techo Propio purchaser must also show proven savings equal to at least 10% of the total purchase amount. Housing subsidies under this program fluctuate between four UIT and five UIT (approximately betweenis S/.15,800 and S/.19,750)..32,400. Purchasers of subsidized housing under both programs are also not required to pay a value-added tax normally applicable to residential purchases.

We develop substantially all of our affordable housing projects on land purchased from the private sector. To the extent these projects meet the requirements of a particular government subsidy program, purchasers can purchase units with government subsidies. Some of our affordable housing projects, however, such as Parque Agustino, are developed through government bidding processes. Government subsidy programs like Nuevo Crédito MiVivienda and Techo Propio have driven the demand for affordable housing in Peru, which has in turn increased our sales of affordable housing units.

Our housing developments consist of residential buildings comprised of apartments with amid- to high-price range that do not qualify for government subsidies. Since 1987, we have developed 38 housing developments. As of December 31, 2016,2018, we are developing threefour housing projects, one of which areis in the construction stage.stage, with the other three in the process of obtaining the required approvals and permits. Our housing units typically range between 130 and 400 m2 in size.

Substantially all of our affordable housing and housing development projects are located in Lima. We have also purchased land to develop four affordable housing projects in Piura, Chimbote and Huancayo, two cities north of Lima and one in the center of the country. We intend to develop affordable housing projects in other cities outside of Lima.

The table below sets forth number of units sold and not yet delivered and number of units delivered, as well as the value of units sold and our sales revenue for the periods indicated.

 

  Year ended December 31,   For the year ended December 31, 
  2014   2015   2016   2016   2017   2018 

Number of Units Delivered(1):

            

Affordable Housing

   772    792    855    855    1,353    1,232 

Housing

   59    41    79    79    65    44 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   831    833    934    934    1,418    1,276 

Number of Units Sold and Not Yet Delivered(1):

            

Affordable Housing

   579    1316    1,620    1,620    1,152    1,810 

Housing

   47    96    97    97    43    75 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   653    1,412    1,717    1,717    1,195    1,885 

Total m2 Delivered:

            

Affordable Housing

   49,150    46,894    48,460    48,460    78,004    70,986 

Housing

   14,539    12,962    19,398    19,398    20,978    13,752 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   63,689    59,885    67,858    67,858    98,982    84,738 

Total m2 Sold and Not Yet Delivered:

            

Affordable Housing

   36,257    74,911    55,404    55,404    66,878    107,075 

Housing

   15,619    29,939    21,825    21,825    12,538    15,440 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   51,875    104,849    77,229    77,229    79,416    122,515 

Value of Units Delivered (in millions of S/.):

            

Affordable Housing

   101.1    99.0    138.0    138.0    170    137 

Housing

   72.2    92.0    163.0    163.0    221    133 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   191.4    191.0    301.0    301.0    391    270 

 

(1)

We typicallypre-sell our affordable housing and housing units before construction begins and continue to sell during construction, although we recognize revenues at the time of delivery of units.

We develop and sell office and commercial buildings, such as shopping centers. On certain occasions, we have operated our commercial real estate and later sold it, such as Larcomar, a landmark shopping center which we built in 1998 and sold in 2010. We have also developed commercial real estate buildings in connection with our affordable housing and housing projects, such as the Parque Agustino shopping center. Since 1987, we have developed 1416 office buildings, three shopping centers and one medical center. We are currently looking for a plot of land in the process of developing oneorder to develop a new office building in Lima: Real II project, which is in the construction phase and is expected to be a14-floor office building (30% of which is owned by us and 70% of which is owned by Inversiones Centenario S.A.A.).building.

Land Bank

Operation and Maintenance of Infrastructure Assets

We typically purchase land to develop real estate projects with the intention to begin construction within a12- to18-month period after the purchase of the land. We may also, from time to time, purchase land for subsequent resale. As of December 31, 2016, we owned approximately 930 hectares, of which 87% is located in Lima and 13% outside of Lima. We continually evaluate opportunities to purchase new land for our real estate development projects.Total 2,936.30 KM

We have a 50.4% interest in Almonte, which owns approximately 812 hectares of undeveloped land in Lurin, located 30 km south of Lima. We previously sold 24 hectares of the land for industrial use, and we expect to sell 71 hectares of the remaining land for industrial use in the next five years. We also expect to develop affordable housing projects on the land once water and sewage services become available.

On February 24, 2017, we sold our interest in Project Espacio (formerly known as Cuartel San Martín) to Urbi Propiedades S.A., our partner in the project, for US$50 million (S/.168 million). On April 28, 2017, we also sold our interest (approximately 20.8%) in Promoción Inmobiliaria del Sur S.A. (PRINSUR) of Inversiones Centenario, which owns approximately 937.66 hectares of undeveloped land also located in Lurin, to its partner Inversiones Centenario S.A.A. for US$25 million (S/.84 million). For more information, see “Item 5.A. Operating and Financial Review and Prospect— Operating Results—Recent Developments.”

Financing

We generally fund land purchases for our housing and commercial real estate projects through cash from our operations. For our affordable housing projects, we generally partner with real estate investment funds and insurance companies that provide between 60% and 70% of the total capital required to purchase the land and cover certainpre-construction costs in exchange for equity in the project. Once we acquire land for a particular real estate development project, we obtain working capital through a credit line from a financial institution, which we utilize to finance additional project needs as they arise. We also obtain financing throughpre-construction sales for our affordable housing and housing projects and, to a lesser extent, our commercial real estate projects. Our affordable housing and housing projects generally require less outside financing because they are generally financed withpre-construction sales.

Sales and Marketing

We typicallypre-sell our affordable housing and housing units prior to and during construction, and use the related proceeds we receive to finance the construction of the units. Our commercial and sales processes differ depending on the type of development and market segment of the development. We primarily sell our real estate development projects through an internal sales force that is assigned to particular projects and, to a lesser extent, external brokers on anon-exclusive,commission-fee basis. Our marketing efforts primarily consist of newspaper advertisements, radio and television commercials, billboards and promotional offers for referrals. We also advertise our real estate projects on our website.

We believe our brand is associated with product quality, professional operations and reliable post-sale customer service. We provide customer service call centers through which residents can report complaints or defects. Engineers respond with site visits, and repairs are made as long as the property continues to be covered by the applicable warranty or guarantee.

For our affordable housing projects, we provide post-sale customer service through our Ayni program, which aims to preserve the long-term value of our affordable housing developments by promoting a cooperative community life. Through this program, we distribute manuals that teach best practices for living in communities, offer leadership workshops, budget workshops, promote small business development, facilitate conflict resolution and provide other services. These services are provided for asix- to eight-month period following project delivery. In 2012, we initiated the Ayni contest for residents of our affordable housing projects with the aim of stimulating the sustainability of their community. Participants present an enhancement project for their community, such as a recreation center, and a jury selects the best project, which we fund and construct.

Competition

The Peruvian real estate development industry is highly competitive. The market is fragmented and no single company has a significant share of the national market. The principal competitors for our Real Estate segment are Paz Centenario Global S.A., Paz Centenario Inmobiliaria, Corporación Líder Perú S.A., Urbana Perú, Los Portales, Imagina Grupo Inmobiliario, ENACORP, Besco S.A. and Gerpal. In the coming years, we expect more competition from domestic and foreign real estate development companies who recognize the growth potential in the Peruvian residential market. The main factors that drive competition are product design and amenities, price, location and post-sale service offerings.

Technical Services

Our Technical Services segment undertakes a broad range of activities, including (i) the operation and maintenance of infrastructure assets; (ii) information technology (IT) services for private clients and the government; and (iii) electricity networks services. Characterized bymid-to long-term contracts, our Technical Services segment further adds a more stable cash flow stream to our consolidated activities.

On June 6, 2017, we sold our 89.19% interest in our subsidiary GMD to Advent International for US$84.7 million (S/.276.9 million). Beginning on April 1, 2017, we have transferred Concar from our Technical Services segment to our Infrastructure segment. We believe that this strategic decision will strengthen and boost the operating capacity of our Infrastructure segment by incorporating the experience and knowledge of our Concar team members for concession management.LOGO

The table below sets forth selected financial information for our Technical Services business segment.operation and maintenance of infrastructure assets activities.

 

  As and for the year ended December 31,   For the year ended December 31, 
  2014 2015 Restated 2016 2016   2016 2017 2018 2018 
  (in millions of S/., except as indicated) (in millions of
US$)(1)
   (in millions of S/.) 

(in millions of

US$)(1)

 

Revenues

   1,208.2  1,152.5  1,401.8  417.2    262.7  378.3  452.3  133.9 

Net profit (loss)

   (5.1 46.9  14.8  4.4    14.0  16.9  2.4  0.7 

Net profit (loss) attributable to controlling interest

   (5.3 40.3  15.9  4.7 

EBITDA

   63.5  113.3  117.5  35.0    27.0  34.1  19.2  5.7 

EBITDA margin

   5.3 9.8 8.4 8.4   10.3 9.0 4.2 4.2

Backlog (in millions of US$)(2)

   646.3  613.0  857.8  857.8 

Backlog/revenues ratio(2)

   1.6 1.8 2.1 2.1

 

(1)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

The below map illustrates the roads in Peru for which we currently provide operation and maintenance services.

LOGO

We provide the following road operation and maintenance services:

Routine Maintenance.These services aim to preserve roads through ongoing maintenance, including: road demarcation; cleaning; drainage; road fissure treatment, which seals cracks in roads to prevent water infiltration; slurry sealing; and micro-paving, which seals asphalt to prevent aging and improve resistance to water and surface wear.

Periodic Maintenance.These services entail activities that are performed periodically, intended to prevent the occurrence or exacerbation of defects, conserve the structural integrity of roads and correct major defects.

Emergency maintenance.This maintenance work is performed whenever the need arises, such as when natural disasters damage road surfaces.

We also administer toll stations and weighing stations; offer road patrolling services; operate assistance call centers; and provide emergency medical services.

The operation and maintenance services we provide to the Lima Metro aim to preserve the mass transit system through ongoing maintenance, including cleaning of the trains and stations and providing train operators, among other services.

With respect to operation and maintenance contracts with the Peruvian government, we obtain new contracts through public bidding. With respect to contracts with our Infrastructure segment, we participate in direct negotiation. Contract length typically ranges from three to five years.

Competition

Our ability to grow through successful bids for new infrastructure concessions or other long-term contracts could be affected as a result of competition. We view our competition as including both Peruvian and international infrastructure concession operators including joint operations with partners with specialized expertise in the relevant sector. Competition varies on acase-by-case basis, depending on the main purpose of the concession.

Real Estate

Our Real Estate segment is one of the largest apartment building developers in Peru, in terms of number of units sold and value of sales in 2018, and is focused on the development and sale of affordable housing and housing as well as other real estate projects. Since commencing our operations in 1987, we have developed approximately 1,178,970 m2 of affordable housing (approximately 18,565 units); approximately 390,696 m2 of housing (approximately 1,871 units); approximately 170,075 m2 of office space (approximately 902 offices); and approximately 43,000 m2 of shopping centers (three shopping centers). Moreover, we are currently building approximately 328,834 m2 of affordable housing (approximately 2531 units); approximately 27,304 m2 of housing (approximately 229 units). Our Real Estate segment also owns significant land parcels in Lima, comprising approximately 786 hectares as of December 31, 2018, and we have sold undeveloped land in the past and intend to continue such sales in the future.

The table below sets forth selected financial information for our Real Estate business segment.

   For the year ended December 31, 
   2016(1)  2017(1)  2018(1)  2018(1) 
   (in millions of S/., except as indicated)  (in millions of
US$)(2)
 

Revenues

   411.5   647.5   630.1   186.5 

Net profit

   77.2   117.7   157.8   46.7 

Net profit attributable to controlling

   22.1   48.6   28.9   8.6 

EBITDA

   121.4   177.3   241.00   71.3 

EBITDA margin

   29.5  27.4  38.2  38.2

Backlog (in millions of US$)(3)

   95.9   25.9   57.9   57.9 

Backlog/revenues ratio(3)

   0.8  0.1  0.3  0.3

(1)

In 2016, 2017 and 2018 we recognized S/.97 million (US$28.9 million), S/.163.1 million (US$50.3 million) and S/.38.4 million (US$11.5 million), respectively, in revenues from land sales.

(2)

Calculated based on an exchange rate of S/.3.379 to US$1.00 as of December 31, 2018.

(3)

For more information on our backlog, see “—Backlog.” Backlog is calculated as of the last day of the applicable year.period. Revenues are calculated for such yearperiod and converted into U.S. dollars based on the exchange rate published by the SBS on December 31 of the corresponding year.at such period.

The pie charts below set forthWe undertake a significant amount of the breakdownactivities in our Real Estate segment with partners through financing and commercial arrangements we use to purchase land and to develop real estate projects. See “—Financing.” See also “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Real Estate.” As a result, a significant amount of our revenuesnet profit in the Real Estate segment is attributable to thenon-controlling interest of our partners.

Principal Real Estate Activities

Our real estate developments include the following products:

affordable housing;

housing; and EBITDA

commercial real estate.

We began developing affordable housing projects in 2001, following the Peruvian government’s efforts to address the country’s housing deficit, particularly forlow-income families. We launched the first major affordable housing project in Peru in 2007, Parque Agustino in Lima’s El Agustino neighborhood. Since 2001, we have completed 16 affordable housing projects. As of December 31, 2018, we are developing six affordable housing projects, which are in various stages of development, including three which are in the construction phase but also are still in the process of obtaining the required approvals and permits. Three of our ongoing affordable housing projects consist of expansions of projects previously completed by us. Affordable housing consists of apartments, usually ranging between 50 and 72 m2, that are purchased through government subsidies. The Peruvian government has adopted the Nuevo Crédito Mi Vivienda and Techo Propio programs, among others, which promote access to affordable housing in Peru by providing government subsidies to individuals for the purchase of homes. In order for a unit to qualify for the Nuevo Crédito MiVivienda program, its selling price must range between S/.58,800 and S/.310,800. In order for a unit to qualify for the Techo Propio new housing purchase program, its selling price must be less than S/.84,100 for a single family home or less than S/.105,000 for a multi-family dwelling.

In order to be eligible for an affordable housing subsidy under the Nuevo Crédito MiVivienda program, a purchaser must not own any other home or have benefitted from a housing subsidy program in the past, among other requirements. A purchaser must also provide a down payment between 10% and 30% of the total purchase amount. Housing subsidies under this program fluctuate between S/.6,500 and S/.17,500 which incentivize purchasers with reduced monthly rates so long as they pay their mortgage loan payments on a timely basis. In order to be eligible for an affordable housing subsidy under the Techo Propio program, a purchaser must have a monthly income that does not exceed approximately S/.2,617 and must not have received any other government-sponsored housing benefit in the past, among other requirements. A Techo Propio purchaser must also show proven savings equal to at least 10% of the total purchase amount. Housing subsidies under this program is S/.32,400. Purchasers of subsidized housing under both programs are also not required to pay a value-added tax normally applicable to residential purchases.

We develop substantially all of our Technical Servicesaffordable housing projects on land purchased from the private sector. To the extent these projects meet the requirements of a particular government subsidy program, purchasers can purchase units with government subsidies. Some of our affordable housing projects, however, such as Parque Agustino, are developed through government bidding processes. Government subsidy programs like Nuevo Crédito MiVivienda and Techo Propio have driven the demand for 2016.affordable housing in Peru, which has in turn increased our sales of affordable housing units.

Our housing developments consist of residential buildings comprised of apartments with amid- to high-price range that do not qualify for government subsidies. Since 1987, we have developed 38 housing developments. As of December 31, 2018, we are developing four housing projects, one of which is in the construction stage, with the other three in the process of obtaining the required approvals and permits. Our housing units typically range between 130 and 400 m2 in size.

Substantially all of our affordable housing and housing development projects are located in Lima. We have also purchased land to develop four affordable housing projects in Piura, Chimbote and Huancayo, two cities north of Lima and one in the center of the country. We intend to develop affordable housing projects in other cities outside of Lima.

The table below sets forth number of units sold and not yet delivered and number of units delivered, as well as the value of units sold and our sales revenue for the periods indicated.

   For the year ended December 31, 
   2016   2017   2018 

Number of Units Delivered(1):

      

Affordable Housing

   855    1,353    1,232 

Housing

   79    65    44 
  

 

 

   

 

 

   

 

 

 

Total

   934    1,418    1,276 

Number of Units Sold and Not Yet Delivered(1):

      

Affordable Housing

   1,620    1,152    1,810 

Housing

   97    43    75 
  

 

 

   

 

 

   

 

 

 

Total

   1,717    1,195    1,885 

Total m2 Delivered:

      

Affordable Housing

   48,460    78,004    70,986 

Housing

   19,398    20,978    13,752 
  

 

 

   

 

 

   

 

 

 

Total

   67,858    98,982    84,738 

Total m2 Sold and Not Yet Delivered:

      

Affordable Housing

   55,404    66,878    107,075 

Housing

   21,825    12,538    15,440 
  

 

 

   

 

 

   

 

 

 

Total

   77,229    79,416    122,515 

Value of Units Delivered (in millions of S/.):

      

Affordable Housing

   138.0    170    137 

Housing

   163.0    221    133 
  

 

 

   

 

 

   

 

 

 

Total

   301.0    391    270 

 

(1)
RevenuesEBITDA
LOGO

We typicallypre-sell our affordable housing and housing units before construction begins and continue to sell during construction, although we recognize revenues at the time of delivery of units.

Operation

We develop and Maintenancesell office and commercial buildings, such as shopping centers. On certain occasions, we have operated our commercial real estate and later sold it, such as Larcomar, a landmark shopping center which we built in 1998 and sold in 2010. We have also developed commercial real estate buildings in connection with our affordable housing and housing projects, such as the Parque Agustino shopping center. Since 1987, we have developed 16 office buildings, three shopping centers and one medical center. We are currently looking for a plot of Infrastructure Assets

We began providing our operation and maintenance of infrastructure assets servicesland in 1994 when we were awarded the concession for the Arequipa Matarani highway in southern Peru. With this experience, in 2003, we began providing operation and maintenance services to Norvial. In 2007, the Peruvian government initiated Proyecto Peru, a program aimed at maintaining roads not under concession to ensure their longevity. Proyecto Peru allowed usorder to develop a new business opportunities providing maintenance services to more than 4,000 km of public roads in Peru. We believe the experience we have gained operating highway and transportation concessions positioned the company to capitalize on the Peruvian government’s initiatives to increase infrastructure development.office building.

Our revenue in the operation and maintenance of infrastructure assets is generated either from fees we charge to Norvial, Survial, Canchaque and the Lima Metro to operate and maintain our concessions or from government payments through maintenance service contracts we have been awarded. As depicted in the chart below, we operate and maintain more than 3,684 km of Peruvian roads and highways, including our own highway concessions, in addition to the Lima Metro.

Operation and Maintenance of Infrastructure Assets

Total 3,6842,936.30 KM

 

LOGOLOGO

The table below sets forth selected financial information for our operation and maintenance of infrastructure assets activities.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015 Restated 2016 2016   2016 2017 2018 2018 
  (in millions of S/.) 

(in millions of

US$)(1)

   (in millions of S/.) 

(in millions of

US$)(1)

 

Revenues

   364.4  334.8  262.7  78.2    262.7  378.3  452.3  133.9 

Net profit (loss)

   (26.5 18.5  14.0  4.2    14.0  16.9  2.4  0.7 

EBITDA

   (15.3 39.3  27.0  8.0    27.0  34.1  19.2  5.7 

EBITDA margin

   (4.2%)  11.7 10.3 10.3   10.3 9.0 4.2 4.2

 

(1)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

The below map illustrates the roads in Peru for which we currently provide operation and maintenance services.

 

LOGOLOGO

We provide the following road operation and maintenance services:

 

  

Routine Maintenance.These services aim to preserve roads through ongoing maintenance, including: road demarcation; cleaning; drainage; road fissure treatment, which seals cracks in roads to prevent water infiltration; slurry sealing; and micro-paving, which seals asphalt to prevent aging and improve resistance to water and surface wear.

 

  

Periodic Maintenance.These services entail activities that are performed periodically, intended to prevent the occurrence or exacerbation of defects, conserve the structural integrity of roads and correct major defects.

 

  

Emergency maintenance.This maintenance work is performed whenever the need arises, such as when natural disasters damage road surfaces.

We also administer toll stations and weighing stations; offer road patrolling services; operate assistance call centers; and provide emergency medical services.

The operation and maintenance services we provide to the Lima Metro aim to preserve the mass transit system through ongoing maintenance, including cleaning of the trains and stations and providing train operators, among other services.

With respect to operation and maintenance contracts with the Peruvian government, we obtain new contracts through public bidding. With respect to contracts with our Infrastructure segment, we participate in direct negotiation. Contract length typically ranges from three to five years.

IT ServicesCompetition

Our ability to grow through successful bids for new infrastructure concessions or other long-term contracts could be affected as a result of competition. We beganview our IT services businesscompetition as including both Peruvian and international infrastructure concession operators including joint operations with partners with specialized expertise in 1984 providing computer equipment to companies and evolved intothe relevant sector. Competition varies on a technology solutions provider in 2000. Incase-by-case basis, depending on the early 1980s, Sonda,main purpose of the concession.

Real Estate

Our Real Estate segment is one of the main IT services providerslargest apartment building developers in Latin America, was looking for a partner to represent Digital Equipment Corp. (currently, Hewlett Packard Enterprise) for the salePeru, in terms of hardwarenumber of units sold and value of sales in Peru. Sonda’s need coincided with our diversification strategy2018, and therefore, we decided to jointly constitute GMD. In 1994, we bought out Sonda. Our main focus was the provision of business process and IT outsourcing services, and providing the necessary corresponding equipment, to well-known large companies and public institutions in Peru. On June 6, 2017, we sold our interest in GMD.

The infrastructure through which we operate our business includes the largest software factory in the country, two world class data centers, one of which is Tier III certified and two call centers with high availability for help desk services. In addition, we have successfully entered into strategic partnerships with key international IT vendors such as Cisco Systems, Microsoft, Hewlett-Packard, Oracle, SAP, IBM, Citrix, VMware, CA Technologies and Louis Berger Group.

On January 4, 2016, we completed the acquisition of a 52% stake in Adexus. Adexus is a leading Chilean company infocused on the development and implementationsale of solutions for information technology, with the ability to integrate technological systems of high added valueaffordable housing and over 25 years of experiencehousing as well as other real estate projects. Since commencing our operations in the market. It has a significant regional presence distributed between Chile, Peru and Ecuador. The remainder of Adexus is owned by Sistemas y Redes Ltda. with a 47.5% stake and Asesorías e Inversiones Busso with the remaining 0.5%.

The table below sets forth selected financial information relating to our IT services.

   Year ended December 31, 
   2014  2015
Restated
  2016  2016 
   (in millions of S/.)     

(in millions of

US$)(1)

 

Revenues

   247.9   253.9   411.1   122.4 

Net profit

   6.0   5.2   3.8   1.1 

EBITDA

   34.4   38.9   58.6   17.4 

EBITDA margin

   13.9  15.3  14.3  14.3

(1)Calculated based on an exchange rate of S/.3.36 to US$1.00 as of December 31, 2016.

Services

We provide the following services to our clients:

Systems Integration: includes installation and maintenance of hardware;24-hour technical service; monitoring performance of IT systems; implementation of information recovery systems; and installation of systems that enable collaboration across multiple platforms such as Windows, Apple, Android and Blackberry, among others. For example, we provide equipment maintenance services to Backus, an affiliate of SABMiller. Our technology solutions optimize the reliability and performance of our client’s infrastructure with the goal of helping them reduce costs, improve security and integrate new technologies.

IT Outsourcing: includes servers on demand in the cloud (our internet network) which provide virtual memory.

Processing and Storage Capacities; virtual working spaces, including operating systems and databases; email accounts on the cloud; technical support help desk; among others. For example, we provide help desk services to Barrick Gold Corporation, serving a total of 3,700 users in four countries. Moreover, all of the trading transactions on the Lima Stock Exchange are electronically processed through our facilities. Our outsourcing services are designed to facilitate our clients’ operational continuity by means of an appropriate IT platform, managed in accordance with high standards of security and quality.

Application Outsourcing: includes corrective and continued maintenance of software; development of customized software (software factory); software testing and certification; and functional support through a service desk platform. For example,1987, we have a software factory contract with an affiliatedeveloped approximately 1,178,970 m2 of Telefónica.affordable housing (approximately 18,565 units); approximately 390,696 m2 of housing (approximately 1,871 units); approximately 170,075 m2 of office space (approximately 902 offices); and approximately 43,000 m2 of shopping centers (three shopping centers). Moreover, we are currently building approximately 328,834 m2 of affordable housing (approximately 2531 units); approximately 27,304 m2 of housing (approximately 229 units). Our application outsourcing services enable our clients to shift the burdenReal Estate segment also owns significant land parcels in Lima, comprising approximately 786 hectares as of supporting, maintaining and operating their business software and systems.

Business Processes Outsourcing: consists of the outsourcing of specific business processes including billing and delivery, facilities monitoring, digital management; customer care services such as management of complaints; organization and control of voting processes; inventory, shipping and custody of documents; among others. For example, we provide billing services to an affiliate of Repsol, and provide document authentication services to BBVA Banco Continental.

The pie chart below shows our revenues by service for 2016.

Revenues by Service

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Clients

We provide services to our clients pursuant to service level agreements which enable us to customize each contract to the needs of the particular client. We set specific parameters and standards which can include maximum times for response and levels of equipment performance, among others. The average term of our contracts is three to five yearsDecember 31, 2018, and we have achieved a significant level of contract renovation.

We have built a strong client basesold undeveloped land in Peru, including local affiliates of global companies, spanning a broad range of industries, including key clients from the energy, government, banking, insurance, pension funds, industrial, commercial, educationpast and mining sectors. Our principal clients areintend to continue such sales in the Peruvian National Pension System (Sistema Nacional de Pensiones), the water authority of Lima (SEDAPAL), BBVA Continental, the Peruvian National Superintendence of Tax Administration, Saint Ignatius of Loyola University, Bolsa de Valores de Lima S.A. and Honda del Perú S.A.future.

Competition

The IT services industry is highly competitive. The market includes both international companies and local or regional companies. Our main competitors, which are sometimes also our partners, include companies such as IBM, Telefónica, Indra, Tata Consultancy Services and Cosapi Data, among others.

Electricity Networks Services

We offer field and specialized services consisting of installation and routine operation and maintenance of electricity infrastructure, primarily for power utility companies in Chile and, to a lesser extent, Colombia, Brazil and Peru. Field services includeday-to-day services and troubleshooting required to maintain the electric grid. Specialized services require more sophisticated and more tailored technology and expertise. With over 20 years operating experience developing, installing, operating and maintaining metering systems, we have also developed a broad range of specialized solutions to reduce electricity theft, one of the main concerns for power utility companies in Latin America.

The table below sets forth selected financial information for our Electricity Networks Services.Real Estate business segment.

 

  Year ended December 31,   For the year ended December 31, 
  2014 2015 Restated 2016 2016   2016(1) 2017(1) 2018(1) 2018(1) 
  (in millions of S/.) 

(in millions of

US$)(1)

   (in millions of S/., except as indicated) (in millions of
US$)(2)
 

Revenues

   595.9  563.9  S/. 727.9  S/. 216.6    411.5  647.5  630.1  186.5 

Net profit

   15.5  23.3  S/. (3.0 S/. (0.9   77.2  117.7  157.8  46.7 

Net profit attributable to controlling

   22.1  48.6  28.9  8.6 

EBITDA

   44.4  35.1  S/. 31.9  S/. 9.5    121.4  177.3  241.00  71.3 

EBITDA margin

   7.5 6.2 4.4 4.4   29.5 27.4 38.2 38.2

Backlog (in millions of US$)(3)

   95.9  25.9  57.9  57.9 

Backlog/revenues ratio(3)

   0.8 0.1 0.3 0.3

 

(1)

In 2016, 2017 and 2018 we recognized S/.97 million (US$28.9 million), S/.163.1 million (US$50.3 million) and S/.38.4 million (US$11.5 million), respectively, in revenues from land sales.

(2)

Calculated based on an exchange rate of S/.3.36.3.379 to US$1.00 as of December 31, 2016.2018.

(3)

For more information on our backlog, see “—Backlog.” Backlog is calculated as of the last day of the applicable period. Revenues are calculated for such period and converted into U.S. dollars based on the exchange rate published by the SBS at such period.

We undertake a significant amount of the activities in our Real Estate segment with partners through financing and commercial arrangements we use to purchase land and to develop real estate projects. See “—Financing.” See also “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Results of Operations—General—Real Estate.” As a result, a significant amount of our net profit in the Real Estate segment is attributable to thenon-controlling interest of our partners.

Principal Real Estate Activities

Our real estate developments include the following products:

affordable housing;

housing; and

commercial real estate.

We began developing affordable housing projects in 2001, following the Peruvian government’s efforts to address the country’s housing deficit, particularly forlow-income families. We launched the first major affordable housing project in Peru in 2007, Parque Agustino in Lima’s El Agustino neighborhood. Since 2001, we have completed 16 affordable housing projects. As of December 31, 2018, we are developing six affordable housing projects, which are in various stages of development, including three which are in the construction phase but also are still in the process of obtaining the required approvals and permits. Three of our ongoing affordable housing projects consist of expansions of projects previously completed by us. Affordable housing consists of apartments, usually ranging between 50 and 72 m2, that are purchased through government subsidies. The field services we provide include,Peruvian government has adopted the Nuevo Crédito Mi Vivienda and Techo Propio programs, among others, installingwhich promote access to affordable housing in Peru by providing government subsidies to individuals for the purchase of homes. In order for a unit to qualify for the Nuevo Crédito MiVivienda program, its selling price must range between S/.58,800 and maintaining medium-S/.310,800. In order for a unit to qualify for the Techo Propio new housing purchase program, its selling price must be less than S/.84,100 for a single family home or less than S/.105,000 for a multi-family dwelling.

In order to be eligible for an affordable housing subsidy under the Nuevo Crédito MiVivienda program, a purchaser must not own any other home or have benefitted from a housing subsidy program in the past, among other requirements. A purchaser must also provide a down payment between 10% and high-voltage electricity networks30% of the total purchase amount. Housing subsidies under this program fluctuate between S/.6,500 and public lighting networks; connecting newS/.17,500 which incentivize purchasers with reduced monthly rates so long as they pay their mortgage loan payments on a timely basis. In order to be eligible for an affordable housing subsidy under the Techo Propio program, a purchaser must have a monthly income that does not exceed approximately S/.2,617 and must not have received any other government-sponsored housing benefit in the past, among other requirements. A Techo Propio purchaser must also show proven savings equal to at least 10% of the total purchase amount. Housing subsidies under this program is S/.32,400. Purchasers of subsidized housing under both programs are also not required to pay a value-added tax normally applicable to residential commercial and industrial customers to the electrical grid; disconnecting and reconnecting the power supplypurchases.

We develop substantially all of our clients’ customers; meter reading; verificationaffordable housing projects on land purchased from the private sector. To the extent these projects meet the requirements of electricity theft;a particular government subsidy program, purchasers can purchase units with government subsidies. Some of our affordable housing projects, however, such as Parque Agustino, are developed through government bidding processes. Government subsidy programs like Nuevo Crédito MiVivienda and Techo Propio have driven the installationdemand for affordable housing in Peru, which has in turn increased our sales of metersaffordable housing units.

Our housing developments consist of residential buildings comprised of apartments with amid- to high-price range that do not qualify for government subsidies. Since 1987, we have developed 38 housing developments. As of December 31, 2018, we are developing four housing projects, one of which is in the construction stage, with the other three in the process of obtaining the required approvals and antitheft solutions. We also provide services that include changingpermits. Our housing units typically range between 130 and repairing damaged electrical equipment400 m2 in size.

Substantially all of our affordable housing and maintaining, transferring and expanding the electrical grid.housing development projects are located in Lima. We have developed a sophisticated management systemalso purchased land to monitordevelop four affordable housing projects in Piura, Chimbote and Huancayo, two cities north of Lima and one in the efficiencycenter of the field servicescountry. We intend to develop affordable housing projects in other cities outside of Lima.

The table below sets forth number of units sold and not yet delivered and number of units delivered, as well as the value of units sold and our sales revenue for the periods indicated.

   For the year ended December 31, 
   2016   2017   2018 

Number of Units Delivered(1):

      

Affordable Housing

   855    1,353    1,232 

Housing

   79    65    44 
  

 

 

   

 

 

   

 

 

 

Total

   934    1,418    1,276 

Number of Units Sold and Not Yet Delivered(1):

      

Affordable Housing

   1,620    1,152    1,810 

Housing

   97    43    75 
  

 

 

   

 

 

   

 

 

 

Total

   1,717    1,195    1,885 

Total m2 Delivered:

      

Affordable Housing

   48,460    78,004    70,986 

Housing

   19,398    20,978    13,752 
  

 

 

   

 

 

   

 

 

 

Total

   67,858    98,982    84,738 

Total m2 Sold and Not Yet Delivered:

      

Affordable Housing

   55,404    66,878    107,075 

Housing

   21,825    12,538    15,440 
  

 

 

   

 

 

   

 

 

 

Total

   77,229    79,416    122,515 

Value of Units Delivered (in millions of S/.):

      

Affordable Housing

   138.0    170    137 

Housing

   163.0    221    133 
  

 

 

   

 

 

   

 

 

 

Total

   301.0    391    270 

(1)

We typicallypre-sell our affordable housing and housing units before construction begins and continue to sell during construction, although we recognize revenues at the time of delivery of units.

We develop and sell office and commercial buildings, such as shopping centers. On certain occasions, we providehave operated our commercial real estate and increase the daily productivity of our field crews.

We also provide specialized services,later sold it, such as Larcomar, a landmark shopping center which involve more technical expertisewe built in 1998 and specialized equipment, including the monitoring of electrical consumption for approximately 420,000 industrial, commercial and residential customers.sold in 2010. We have also developed specialized metering systemscommercial real estate buildings in connection with our affordable housing and anti-theft solutions for the Latin American markets. We believe we are one of two companies with a relevant market penetration of these antitheft solutions for power utility companies in our markets. We also operate laboratories that offer an array of services in response to local regulation requirements,housing projects, such as meter certification, equipment testingthe Parque Agustino shopping center. Since 1987, we have developed 16 office buildings, three shopping centers and theft reports.

In Brazil and Chile, we also operate the warehouse facilitiesone medical center. We are currently looking for a plot of local power utility companies, which store and distribute the necessary equipment for operations, such as cables, insulators and meters. In addition, in Chile, we lease residential electricity meters to a power utility company, for which we also provide maintenance services. We have formed strategic alliances with equipment manufacturersland in order to develop and commercialize specialized metering systems and anti-theft solutions.a new office building.

The chart below sets forth the percentage of our 2016 revenues in each of the countries where we operate.Land Bank

Revenue by Country

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Contracts and Clients

We typically purchase land to develop real estate projects with the intention to begin construction within a12- to18-month period after the purchase of the land. We may also, from time to time, purchase land for subsequent resale. As of December 31, 2018, we owned approximately 135,120 hectares, of which 83% is located in Lima and 17% outside of Lima. We continually evaluate opportunities to purchase new land for our real estate development projects.

On February 24, 2017, we sold our interest in Project Espacio (formerly known as Cuartel San Martín) to Urbi Propiedades S.A., our partner in the project, for US$50 million (S/.168 million). On April 28, 2017, we also sold our interest (approximately 20.8%) in Promoción Inmobiliaria del Sur S.A. (“PRINSUR”) of Inversiones Centenario, which owns approximately 937.7 hectares of undeveloped land also located in Lurin, to its partner Inversiones Centenario S.A.A. for US$25 million (S/.84 million). For more information, see “Item 5.A. Operating and Financial Review and Prospect— Operating Results—Recent Developments.”

We have a 50.45% interest in Almonte, which owned approximately 291.28 hectares as of December 31, 2018 of undeveloped land in Lurin, located 30 km south of Lima. We previously sold 27 hectares of the land for industrial use. On May 31, 2018, Almonte signed a purchase agreement with PRINSUR for the sale of 420.9 hectares of land for an aggregate amount of US$92.7 million, US$74.1 million of which has been paid, with the remainder to be paid upon satisfaction of certain conditions precedent.

Financing

We generally fund land purchases for our housing and commercial real estate projects through cash from our operations. For our affordable housing projects, we generally partner with real estate investment funds and insurance companies that provide our services pursuantbetween 60% and 70% of the total capital required to long-term contracts ranging between threepurchase the land and five years. Most of our contracts are awardedcover certainpre-construction costs in exchange for equity in the project. Once we acquire land for a particular real estate development project, we obtain working capital through a credit line from a financial institution, which we utilize to finance additional project needs as they arise. We also obtain financing throughnon-publicpre-construction bidding process, although some contracts are negotiated directly with the client.

Our principal clients are power utility companiessales for our affordable housing and housing projects and, to a lesser extent, industrial clients, predominantlyour commercial real estate projects. Our affordable housing and housing projects generally require less outside financing because they are generally financed withpre-construction sales.

Sales and Marketing

We typicallypre-sell our affordable housing and housing units prior to and during construction, and use the related proceeds we receive to finance the construction of the units. Our commercial and sales processes differ depending on the type of development and market segment of the development. We primarily sell our real estate development projects through an internal sales force that is assigned to particular projects and, to a lesser extent, external brokers on anon-exclusive,commission-fee basis. Our marketing efforts primarily consist of newspaper advertisements, radio and television commercials, billboards and promotional offers for referrals. We also advertise our real estate projects on our website.

We believe our brand is associated with product quality, professional operations and reliable post-sale customer service. We provide customer service call centers through which residents can report complaints or defects. Engineers respond with site visits, and repairs are made as long as the property continues to be covered by the applicable warranty or guarantee.

For our affordable housing projects, we provide post-sale customer service through our Ayni program, which aims to preserve the long-term value of our affordable housing developments by promoting a cooperative community life. Through this program, we distribute manuals that teach best practices for living in communities, offer leadership workshops, budget workshops, promote small business development, facilitate conflict resolution and provide other services. These services are provided for asix- to eight-month period following project delivery. In 2012, we initiated the private sector. In Peru, we also provide services to the telecommunications industry. Our principal clients are the distribution companiesAyni contest for residents of

Enel, which acquired Enersis. Over the years, we have worked our affordable housing projects with the principal power utility companies inaim of stimulating the region, including Chilectra, Saesa, Chilquinta, AES,E-CL, Endesa Chile, Ampla, Coelce, Cemig, Coelba, Elektro, Light, Codensa, Emgesa, EEC, Enertolima, Emcalo, Edelnor, Electrocentro, Enosa,sustainability of their community. Participants present an enhancement project for their community, such as a recreation center, and a jury selects the telecommunication companies VTR, Entel, Clarobest project, which we fund and Telefonica.construct.

Competition

The market for electricity networks servicesPeruvian real estate development industry is highly competitive. The market is fragmented and no single company has a significant share of the national market in the countries where we operate. We primarily compete with small, local privately-held service companies. We expect competition to increase inmarket. The principal competitors for our Real Estate segment are Paz Centenario Global S.A., Paz Centenario Inmobiliaria, Corporación Líder Perú S.A., Urbana Perú, Los Portales, Imagina Grupo Inmobiliario, ENACORP, Besco S.A. and Gerpal. In the coming years, as electricity consumption grows in response towe expect more competition from domestic and foreign real estate development companies who recognize the economic growth and relatively low per capita consumption,potential in the countries where we operate.Peruvian residential market. The main factors that drive competition are safety; product design and amenities, price, location and post-sale service quality; reliability; price; and ability to respond to increased industry regulations.offerings.

Backlog

We define our backlog as the U.S. dollar equivalent value of revenue we expect to realize in the future as a result of performing work under multi-period contracts that we have entered into. Backlog is not a measure defined by IFRS, and our methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog. For contracts denominated in soles or other local currencies, amounts have been converted into U.S. dollars based on the exchange rate published by the SBS, in the case of Peru, or other relevant authority, in the case of other jurisdictions, on December 31 of the corresponding year.

We do not include backlog in this annual report in our Infrastructure segment for: (i) our Norvial toll road concession because its revenues from the concession are derived from toll fees charged to vehicles using the highway, and, as a result, such revenues are dependent on vehicular traffic levels; and (ii) our Energy line of business because: (a) its revenues from hydrocarbon extraction services are dependent on the amounts of oil and gas we produce and market prices, which fluctuate significantly; (b) our revenues from our gas processing plant are dependent on the amount of gas we process and market prices for natural gas liquids, which fluctuate significantly; and (c) our revenues from our fuel storage terminal operation partially depend on the volume of fuel dispatched; and (iii) our COGA venture, which is not consolidated because it is jointly controlled (which we sold on April 24, 2017).dispatched.

When we present backlog on a segment basis, we do not include eliminations that are included in our consolidated backlog. For a description of how we calculate our backlog, see our segment backlog presented below. We have revised prior backlog data included in this annual report to exclude the presentation of entities that are presented as discontinued operations.

Our consolidated backlog as of December 31, 20162018 was US$3,137.41,257.2 million. We recognizedexpect to recognize as revenues 44%52.7% of our backlog by December 31, 2017, and we expect to recognize as revenues 28% of such backlog2019, 31.9% by December 31, 20182020 and 27% of such backlog15.4% thereafter. The following table sets forth our consolidated backlog from December 31, 20122014 to December 31, 2016.

Backlog (in US$ million)2018.

 

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Our backlog declined in 2016 and may decline further in the future. We cannot assure you that we will be able to continue obtaining sufficient contracts in the future in number and magnitude to grow our backlog. Additionally, the amount of new contracts signed can fluctuate significantly from period to period due to factors that are beyond our control.

The table below sets forth our ending backlog for 2014, 2015 and 2016 accounting for opening backlog for each year, annual contract bookings and adjustments, cancellations during the year and annual revenues recognized.LOGO

 

   2014  2015  2016 
   (in millions of US$) 

Opening backlog (end of prior year)

   3,935.0   3,815.3   4,037.8 

Contract bookings and adjustments during the year

   2,046.4   2,381.2   1,759.8 

Cancellations during the year

   —     —     (855.0)(1) 

Revenues recognized during the year

   (2,215.9  (2,158.7  (1,805.3
  

 

 

  

 

 

  

 

 

 

Ending backlog (end of current year)

   3,765.4   4,037.8   3,137.4 

 

(1)

In the third quarter of 2015, we acquired a 29% participation in the construction consortium of the GSP gas pipeline project, and, as a result, we incorporated US$1.0 billion in backlog. Due to the termination of the GSP gas pipeline concession on January 24, 2017, we have removed US$855 million from the backlog, representing 21.4%33.8% of our total backlog.backlog as of December 31, 2016.

Our backlog slightly increased in 2018, but may decline in the future, including due to the sale of assets. We cannot assure you that we will be able to continue obtaining sufficient contracts in the future in number and magnitude to grow our backlog. Additionally, the number and amounts of new contracts signed can fluctuate significantly from period to period. For example, the third quarter of 2015, we acquired a 29% participation in the construction consortium of the GSP gas pipeline project, and, as a result, we incorporated US$1.0 billion in backlog. Due to the termination of the GSP gas pipeline concession on January 24, 2017, we have removed US$855 million from the backlog, representing 42.5% of our E&C backlog and 33.8% of our total backlog as of December 31, 2016. During 2017 we also removed US$87.5 million from our backlog related to the Chavimochic project. During 2018, we removed from our presentation of backlog CAM, CAM Servicios and Stracon GyM, which we account for as discontinued operations, and Adexus, which we account for as an investment held for sale. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

The table below sets forth our ending backlog for 2016, 2017 and 2018 accounting for opening backlog for each year, annual contract bookings and adjustments, cancellations during the year and annual revenues recognized.

   2016   2017   2018 
   (in millions of US$) 

Opening backlog (end of prior year)

   2,405.7    1,677.6    1,244.1 

Contract bookings and adjustments during the year

   1,225.1    719.9    881.3 

Cancellations during the year

   (855.0    

Revenues recognized during the year

   (1,098.2   (1,153.4   (868.2

Ending backlog (end of current year)

   1,677.6    1,244.1    1,257.2 

The chart below sets forth our consolidated backlog breakdown byend-market, geography and client sector as of December 31, 2016.2018.

 

Backlog byEnd-Market

 

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Backlog by Geography

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Backlog by Client Type

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The chart below shows new factsthe effects on our backlog of our participation in the GSP pipeline concession and the subsequent termination of the concession.

 

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E & C Backlog

To include an engineering and construction contract in our backlog, we assume that each party will satisfy all of its respective obligations under the contract. We also make assumptions, in agreement with the client, regarding the total expected contract price in the case of unit price and cost-plus fee contracts and the amount of the contract that will be completed in each year. We adjust our backlog periodically to account for developments related to each project. For projects related to joint operations or equity investments, we only include our percentage ownership of the joint operation’s or equity investment’s backlog. Our E&C segment backlog does not include intersegment eliminations.

Our E&C backlog as of December 31, 20162018 was US$1,977.9782.6 million. We recognized as revenues 43% of our backlog by December 31, 2017, and we expect to recognize as revenues 30%66.4% of oursuch backlog by December 31, 20182019 and 27%33.6% of oursuch backlog thereafter. The following table sets forth of our E&C backlog from December 31, 20122014 to December 31, 2016.

E&C Backlog (in US$ million)2018.

 

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The number and amounts of new contracts signed can fluctuate significantly from period to period. For example, two large mining services contracts were signed in the fourth quarter of 2012 for an aggregate amount of backlog of US$1.1 billion. During that same quarter we also recorded US$259 million in backlog from our Vial y Vives acquisition. These contracts and acquisition accounted for a significant portion of the growth between December 31, 2012 and December 31, 2013. In the third quarter of 2015, we acquired a 29% participation in the construction consortium of the GSP gas pipeline project, and, as a result, we incorporated US$1.0 billion in backlog. Due to the termination of the GSP gas pipeline concession on January 24, 2017, we have removed US$855 million from the backlog, representing 30.2% of our E&C backlog. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

The following pie charts set forth our E&C backlog breakdown byend-market, geography, client sector and contract type as of December 31, 2016.2018.

 

Backlog byEnd-MarketBacklog by Geography
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Backlog by Client TypeBacklog by Client Type

 

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The table below sets forth our ending E&C backlog for 2014, 20152016, 2017 and 20162018 accounting for opening backlog for each year, annual contract bookings and adjustments, cancellations during the year and annual revenues recognized.

 

  2014   2015   2016   2016   2017   2018 
  (in millions of US$)   (in millions of US$) 

Opening backlog (end of prior year)

   3,044.0   2,885.1   3,129.4    1,981.6    1,157.6    772.5 

Contract bookings and adjustments during the year

   1,476.1   1,954.6   926.2    890.1    357.7    582.6 

Cancellations during the year(1)

   —      —      (855.0   (855.0   —      —   

Revenues recognized during the year

   (1,684.7   (1,710.3   (1,222.8   (859.0   (742.8   (572.5
  

 

   

 

   

 

   

 

   

 

   

 

 

Ending backlog (end of current year)

   2,835.3   3,129.4   1,977.9    1,157.6    772.5    782.6 

 

(1)

In the third quarter of 2015, we acquired a 29% participation in the construction consortium of the GSP gas pipeline project, and, as a result, we incorporated US$1.0 billion in backlog. Due to the termination of the GSP gas pipeline concession on January 24, 2017, we have removed US$855 million from the backlog, representing 30.2%42.5% of our E&C backlog.backlog as of December 31, 2016.

Infrastructure Backlog

In reflecting an Infrastructure contract in our backlog, we assume that each party will satisfy all of its respective obligations under the contract. For our Infrastructure backlog, we only include contracted revenues expected to be paid during the next three years following the backlog calculation date. Infrastructure backlog in this annual report does not include our Norvial toll road concession or our Energy line of business.

Our Infrastructure segment backlog does not include intersegment eliminations. We calculate our Infrastructure backlog as follows:

 

for the Lima Metro, our Infrastructure backlog assumes that for 2017 we will operate our 24 trains in the Line One, which in the aggregate will travel 2,603,453 kilometers for that year, per fare per year, and for 2018 and 2019, we will operate 44 trains including 20 new trains, which in the aggregate will travel 4,811,7804.8 million kilometers for that year. Our backlog also assumes that for 2019, 2020 and 2021, we will operate 44 trains at full operation, which in the aggregate will travel 4.8 million kilometers per year (when the 20 additional trains are at full operation);year;

 

for our Survial and Canchaque concessions, we assume our contractually agreed upon annual fee, adjusted for inflation. For our 2017 and 2018 backlog, we utilize the same adjustment amount that was utilized for our 2016 fee, which has already been negotiated; and

 

for La Chira, for 2017 and 2018, backlog is calculated to include the fees we will receive under the concession for our operation and maintenance, with no adjustmentadjusted for inflation.

Our Infrastructure backlog as of December 31, 20162018 was US$300.7520.8 million. We recognizedexpect to recognize as revenues 32%34.1% of our backlog by December 31, 2017,2019 and we expect to recognize as revenues 31% of our backlog by December 31, 2018 and 37%65.9% of our backlog thereafter. The following chart sets forth the growth of our Infrastructure backlog from December 31, 20122014 to December 31, 2016.

Infrastructure Backlog (in US$ million)2018.

 

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The following pie chart sets forth our Infrastructure backlog breakdown by line of business as of December 31, 2016.

Backlog by Line of Business2018.

 

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The table below sets forth our ending Infrastructure backlog for 2014, 20152016, 2017 and 2016,2018, accounting for opening backlog for each year, annual contract bookings, cancellations during the year and adjustments and annual revenues recognized.

 

  2014   2015   2016   2016   2017   2018 
(in millions of US$)   (in millions of S/.) 

Opening backlog (end of prior year)

   320.2    311.6    256.5    385.2    519.0    544.8 

Contract bookings and adjustments during the year

   107.1    54.8    134.7    302.4    288.6    209.6 

Cancellations during the year

   —      —      —         

Revenues recognized during the year

   (115.6   (109.9   (90.5   (168.7   (262.8   (233.6
  

 

   

 

   

 

   

 

   

 

   

 

 

Ending backlog (end of current year) Real Estate Backlog

   311.6    256.5    300.7 

Ending backlog (end of current year)

   519.0    544.8    520.8 

Real Estate Backlog

Our Real Estate segment backlog reflects sales contracts with buyers for units that have not yet been delivered and will be recognized as revenues once they are delivered.

Our Real Estate segment backlog as of December 31, 20162018 was US$95.957.9 million. We recognizedexpect to recognize as revenues 92%90.6% of our backlog by December 31, 2017,2019, and we expect to recognize as revenues 7% of our backlog by December 31, 2018 and 1% of our backlog9.4% thereafter.

The following pie chart sets forth our Real Estate backlog breakdown by type of real estate activities as of December 31, 2016.2018.

 

LOGO

The table below sets forth our ending Real Estate backlog for 2014, 2015 and 2016, accounting for opening backlog for each year, annual contract bookings and adjustments, cancellations during the year and annual revenues recognized.LOGO

 

   2014   2015   2016 
  (in millions of US$) 

Opening backlog (end of prior year)

   85.0   81.3   111.0 

Contract bookings and adjustments during the year

   71.5   92.9   107.3 

Revenues recognized during the year

   (75.1   (63.2   (122.5

Cancellations during the year

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Ending backlog (end of current year)

   81.4   111.0   95.9 
  

 

 

   

 

 

   

 

 

 

Technical Services Backlog

In reflecting a Technical Services contract in our backlog, we assume that each party will satisfy all of its respective obligations under the contract and that work under the contract will be completed on a straight-line basis. Our Technical Services segment backlog does not include intersegment eliminations. The following information on our backlog for technical services does include our backlog from GMD, which we sold on June 6, 2017. GMD’s backlog as of December 31, 2016 was US$125.7 million.

Our Technical Services backlog as of December 31, 2016 was US$857.8 million. We recognized as revenues 44% of our backlog by December 31, 2017, and we expect to recognize as revenues 28% of our backlog by December 31, 2018 and 28% of our backlog thereafter. The following chart sets forth the growth of our Technical Services backlog from December 31, 2012 to December 31, 2016.

Technical Services Backlog (in US$ million)

LOGO

*Includes CAM, which we acquired on February 24, 2011.

The table below sets forth our ending Technical Services backlog for 2014, 2015 and 2016, accounting for opening backlog for each year, annual contract bookings and adjustments, cancellations during the year and annual revenues recognized.

   2014   2015   2016 
   (in millions of US$) 

Opening backlog (end of prior year)

   619.0   646.3   613.0 

Contract bookings and adjustments during the year

   431.5   304.2   666.3 

Cancellations during the year

   —      —      —   

Revenues recognized during the year

   (404.2   (337.4   (421.6
  

 

 

   

 

 

   

 

 

 

Ending backlog (end of current year)

   646.3   613.0   857.8 

The following pie charts set forth our Technical Services backlog breakdown by geography,end-market and client sector as of December 31, 2016.

LOGO

   2016   2017   2018 
   (in millions of US$) 

Opening backlog (end of prior year)

   111.0    95.9    25.9 

Contract bookings and adjustments during the year

   107.3    129.6    125.7 

Cancellations during the year

   —      —      —   

Revenues recognized during the year

   (122.5   (199.5   (93.7
  

 

 

   

 

 

   

 

 

 

Ending backlog (end of current year)

   95.9    25.9    57.9 

Warranties

For certain of our contracts, we are required to provide performance bonds to ensure compliance with contractual obligations such as construction works, operation and maintenance of infrastructure assets, among others. The amount of the performance bond varies on acase-by-case basis, depending on the value of the project. Performance bonds are usually renewed annually until the contractual obligation which they intend to guarantee is fully satisfied.

As part of our real estate sales contracts, we provide asix-months warranty for latent defects, which covers hidden flaws not discoverable through inspection. The warranty extends to a five-year term if the defects are caused by: (i) the use of materials below the requisite quality standards; (ii) poor execution; or (iii) faulty land. We also provide a five-year warranty for structural defects, and assume the terms and conditions of our finishes suppliers’ warranties.

We provide warranties in connection with our IT services. All government contracts include a latent defects clause, in accordance with Article 51 of the Procurement Act which establishes a minimum warranty of one year, although, for some contracts, we provide warranties for two or three years. For contracts involving the sale of equipment or licensing, we provide the manufacturer’s warranty and, if a claim arises, we transfer the claim to the manufacturer unless we provided an extended warranty. For software development contracts, we provide a one to three years good performance warranty.

We have had no material disbursement or expenditure related to our warranties in the recent past.

Quality Assurance

In 2017,2018, our operations were certified according to the following international standards:

 

      ISO
9001

(QUALITY)
  ISO
14001

(ENVIRONMENTAL)
  OHSAS
18001
(SECURITY
AND SAFETY)
  ISO
27001
ISO
20000
Other
standards
OTHER

Engineering and Construction

  

GMI

  x  x  x  
  

GyM

  x  x  x

Morelco

  x  

MORELCO

x  x  x

VyV - DSD

  x  x  x  x

Vial y Vives - DSD

xxx

Infrastructure

  

GMP

  x  x  x

Ferrovias GyM

  x    
  

CONCARConcar

  x  x  x  

Viva GyM

  x  

GyM Ferrovias

x

Technical Services

CAM Chile

xxxx

CAM Colombia

xxxx

CAM Perú

xxxx

ADEXUS

xxxxxx

Engineering and Construction:

 

GMI: ISO 14001, ISO 9001 and OHSAS 18001; these certifications include ECOTEC, the environmental consulting company of GMI.18001.

 

GyM: ISO 9001 for Electromechanical Division and Transport´s Lines of Hydrocarbons;in project management control processes; ISO 14001 and OHSAS 18001 for Electromechanical Division.in engineering, procurement and construction of electromechanical projects, civil works and buildings.

 

Morelco: ISO 14001, ISO 9001 and OHSAS 18001; in addition, ASME ESTAMPES U/S NATIONAL BOARD ESTAMPER.

 

Vial y Vives—DSD: ISO 14001, ISO 9001 and OHSAS 18001.

Infrastructure:

 

GMP: ISO 14001, ISO 9001 and OHSAS 18001: certified for oil and gas production processes in lots III, IV, I and V,V; gas processing at the Pariñas plant,plant; reception, storage and dispatch of hydrocarbons-derived products in nine terminals (Eten,(Pisco, Mollendo, Ilo, Cusco, Juliaca, Eten, Salaverry, Chimbote Supe, Pisco, Ilo, Mollendo, Cusco and Juliaca) and operations carried out at GMP’s Lima headquarters.Supe).

 

CONCAR:

Ferrovias GyM: ISO 9001 for the operation and conservation of railway infrastructure and rolling stock of the Transport System - Line 1.

Concar: ISO 9001, ISO 14001 and OHSAS 18001 (since Feb 2017).18001.

 

CONCAR: ISO 9001, ISO 14001 and

Viva GyM: OHSAS 18001 (since Feb 2017).

Technical Services:

CAM Colombia, CAM Chilefor its main office and CAM Perú havetri-standard. In addition, CAM Chile has NCh ISO 17025 Calibration Laboratory, NCh ISO 17025 Testing Laboratory and NCh ISO 17065 Product Certification Agency. CAM Colombia has ISO/IEC 17020 Certification and ISO/IEC 17025 accreditation. CAM Perú has NTP ISO 17020.the Los Parques de Comas project.

Adexus: ISO 9001, ISO 14001, OHSAS 18001, ISO/IEC 27001, ISO/IEC20000-1, SAP Provide of Hosting Partner and SAP in Cloud Provide.

Corporate Social Responsibility

We are committed to the sustainable development of our operations. We seek to create long-term value and conduct business in a manner that is not only economically viable, but also beneficial to greater society and environmentally responsible.

Our Sustainability Policy was approved by our board of directors on January 28, 2016, and its guidelines allow us to focus on seven managerial priorities linked to our stakeholders: ethical conduct, development of people, operational excellence, health and safety, the environment, communication and dialogue and sharing wellbeing.

The focuses of our social investment projects include education and capacity building to foster job creation and the promotion of responsible citizen behavior, particularly among our users, suppliers and neighboring communities.

The following are key programs we perform for the benefit of society:

 

Corporate Volunteering: Our corporate volunteering program endeavors to train and promote the community integration of our employees. It brings together enthusiastic employees who want to leave a positive footprint on their environment by volunteering their time and knowledge to improve the community.

In 2017, volunteers participated in the Project to Expand the National Institute of Neoplastic Illnesses (INEN), in which engineers led playshops for children in a local hospital.

Metro Culture: We conduct workshops that transform trains and train stations into centers of social and cultural education to promote respect and tolerance. In 2017,2018, we carried out 40 workshops.54 artistic presentations and incorporated approximately 27,000 people in health campaigns.

 

Road Safety Education: This program promotes our culture of safety and accident prevention by training communities surrounding roads and highways that we operate or maintain. In 2017,2018, approximately 4,000 road users participated in these workshops.

 

Ayni: This social support program aims to improve the quality of life in urban areas by promoting respectful coexistence among new owners of our real estate projects. The initiative trains neighbors on several legal and managerial matters and on conflict management and leadership. In 2017,2018, the program trained 2,400approximately 2,000 people.

 

Training: This program trains, duringsix-month periods, certainstand-out students in Peruvian schools of engineering. Since its creation in 2010, the program has enabled us to recruit 801 junior engineers from Lima and other provinces, lowering the barriers that many young people face to formal employment. In 2017, we recruited 35 outstanding students from Peruvian engineering schools.

Development of local suppliers: We build the capacities of our local suppliers and help them to develop their businesses by improving the quality of the goods and services they provide and encouraging the adoption of formal and responsible managerial styles. In this way, we make local economies more dynamic.

 

Construction Management: In partnership with theInstituto de Educación Superior Tecnológico Público Fe y Alegría (Fe y Alegría Public Higher Technological Institute), we are implementing a technical career titled, “Planning and Control of Construction Projects,” certified by the Peruvian Ministry of Education. The program aims to train young people who cannot afford to increase their employability in construction projects. By 2017, we achieved 44 graduates, 100% of whom were employed.

Labor Capabilities: This is a recruitment program where we share construction knowledge and train community members on building techniques, risk prevention and leadership skills. In this way, we increase the employability of members of local communities, generate formal jobs, reduce project risks, develop more efficient recruiting processes, and strengthen the trust with local communities. In 2017,2018, we trained 1,429approximately 750 participants, 53%75% of whom joined the Group.

Cantera Program: This program is designed to attract and train young talents in engineering. In 2018, we recruited 8 young people out of a total of 34 participants.

Regulatory Matters

Set forth below is a description of the regulatory framework applicable to our company. We believe we are in compliance, in all material respects, with applicable laws and regulations in all of our business segments.

Engineering and Construction

Regulatory Framework Applicable to Contracts with the Public Sector

As of the date of this annual report, Peru’s State ContractingPublic Procurement Law, approved by Law No. 30225 (Ley de Contrataciones del Estado) and its regulations, approved by Supreme Decree No.°350-2015-EF,082-2019-EF (Texto Unico Ordenado de Ley de Contrataciones del Estado) and its Regulations which, in turn, was approved by Supreme Decree No.344-2018-EF, which entered into force on January 9, 2016,30th, 2019, governs services and construction agreements entered into with public entities. Article 829 of Supreme Decree No.350-2015-EF344-2018-EF establishes that, at the beginning of the contractingprocurement process, the contracting public entity must prepare a technical file describing the characteristics of the services it intends to purchase and the selection process for its counterparts, among other specifications.

The selection processes are established in Articles 32, 15, 16, 17 and 18Article 53 of Supreme Decree No.350-2015-EF344-2018-EF as follows:

public biddings (licitación pública), applicable to goods and works;

public tenders (concurso público), applicable to services, including consulting services;

 

  public biddings

simplified award (licitacióadjudicación pública)simplificada), applicable for the acquisition of any of the following: to (i) goods, if their value is greater than S/33,200 and works;less than S/400,000; (ii) services, if their value is greater than S/33,200 and less than S/400,000; and (iii) works, if their value is greater than S/33,200 and less than S/1,800,000;

 

  public tenders (concurso público), applicable to services, including consulting services;

simplified award (adjudicación simplificada), applicable to (i) goods, if the value is greater than S/.31,600 and less than S/.400,000; (ii) services, if the value is greater than S/.31,600 and less than S/.400,000; and (iii) works, if the value is greater than S/.31,600 and less than S/.180,000;

electronic reverse auction (subasta electronica inversa), applicable to goods and services with a value greater than S/.31,600;33,200;

 

  

selection of individual consultants (selección de consultores individuales), applicable for the hiring of qualified consultants who do not need teams of personnel or additional professional support;

  

price comparison (comparación de precios), applicable to goods and services that are easy to obtain in the market and that are not manufactured, produced, supplied or provided under a particular description or set of instructions given by the contracting entity; and

 

  

direct contracting (contratación directa), applicable to goods and services, in emergency situations of emergency arising from catastrophic events, involvement of national security, shortages, among other similar reasons.

With the exception set forthAs established in Article 4970 of the Supreme Decree No.350-2015-EF,344-2018-EF, the selection processes include the following phases:

 

in the case of public biddings, public tenders and simplified award: notice; registration of participants; submission and reply of inquiries; submission and reply of comments; preparation of the terms and conditions of the selection process; submission of bids; evaluation and qualification of bids; and adjudication;award;

 

in the case of the selection of individual consultants: notice; registration of participants; submission of bids; evaluation and qualification of bids; and

 

in the case of price comparison: notice, submission of bids, and adjudication.

Article 46 of Peru’s State ContractingPublic Procurement Law establishes that any participants of any of the foregoing selectionin a public procurement processes must be registered in the Peruvian National Registry of Suppliers (Registro Nacional de Proveedores)Registry and must not be disqualifiedbarred from contracting with the state. Article 2349 of the Supreme Decree No.350-2015-EF344-2018-EF establishes that this registration is renewable as long as a request is submittedhas an indefinite validity and that all contractors must maintain their information up to the Peruvian National Registry of Suppliers 60 days prior to expiration of the registry.date.

Bidders may participate in the selection process as part of a joint operation, in which case all members of the joint operation must be registered in the Peruvian National Registry of Suppliers and will be jointly liable for all consequences arising from the joint operation’s participation in the selection process and the execution of the agreement. Certain exceptions to the abovementioned joint liability for joint operations may apply, in cases where a contractor proves that only one party is liable to be sanctioned due to the nature of the infraction, the joint operation formal undertaking or the joint operation agreement.

GyM and GMI are registered in the Peruvian National Suppliers Registry of Suppliers as a construction and a consulting company, respectively.

Article 1435 of the Supreme Decree No.350-2015-EF344-2018-EF establishes the types of contracts that may be entered into by public entities:

 

  

lump-sum (sistema a suma alzada), applicable when the amounts, magnitudesscales and quality are determined in the terms and conditions of the selection process. The bidder submits its proposal indicating a fixed amount and a term for the completion of the agreement;

 

  

unit price, rates or percentages (sistema de precio unitario, tarifas o porcentajes), applicable when the nature of the service to be provided does not allow an accurate determination of the required quantities;

 

  

lump-sum and unit price, rates or percentages mix (esquema mixto de suma alzada y precios unitarios), applicable when accurate determination of the quantities required for some of the components cannot be made; and

 

  

fixed amount plus success fee (honorario fijo y comisión de éxito), applicable in contracts for rendering services. The fixed amount and success fee may be estimated on the basis of percentages.

Article 1536 of the Supreme Decree No.350-2015-EF344-2018-EF establishes that, in the case of goods and works, the terms and conditions of the selection process must indicate the execution type of the agreement as follows:

 

  

“turn-key” (llave en mano), when completion is subject to the construction, equipment and operations,assembly and, if applicable, the submissionassisted operation of works. In case of goods procurement, the technical file in connection with the bidding process;installation and commissioning of such goods are also included; and

 

  

bid contest (concurso oferta), when completion is subject to the submission of the technical file and the completion of the work or land, as applicable.works. This completion type is only applicable tolump-sum contracts and public bidding selection process.

Peru’s State Contracting Supervising AgencySupervisory Authority on Public Procurement (Organismo Supervisor de las Contrataciones del Estado, or “OSCE”),OSCE, by its Spanish acronym) is a public-sector entity within the Peruvian Ministry of Economy and Finance, supervises andthat oversees the selection processes carried out by public entities; manages the Peruvian National Registry of Suppliers;Registry; imposes penalties to suppliers that violate the provisions set forth in Peru’s State ContractingPublic Procurement Law, its regulationRegulations and other related provisions; and informs the government’s General Comptroller Office (Contraloría General de la República) regarding violations to the regulations when damages are caused against the state. As ofState.

Pursuant to the date of this annual report we do not believe that Peru’s State Contractingrecent amendments to the Public Procurement Law, and Supreme Decree No.350-2015-EFcompanies sentenced for corruption charges, among other criminal offences, or companies whose representatives have admitted committing corruption acts, will have a material impact on our business.be prohibited from participating in public procurement processes.

Regulatory Framework Applicable to Contracts with the Private Sector

Parties to a private-sector agreement may freely determine the contract type and its contents as long as it complies with certain legal requirements, including the provisions set forth in Article 1353 of the Peruvian Civil Code (which states that all contracts, including innominate contracts, must comply with the rules of Section VIII of the Peruvian Civil Code, absent a statute specific to said contract type that collides with said rules). GyM and GMI participate in private-sector contracts for engineering and constructions.

Construction Activities in Peru

Legal Framework

Peru’s Law for the Promotion of Private Investment in Construction, approved by Legislative Decree No. 727 (Ley de Promoción de la Inversión Privada en Construcción), states that construction activities in Peru are in the public interest and a national priority. According to Section F of the Fourth review of the United Nations International Statistical Industrial Classification (ISIC), construction activities typically consist of the construction of dwellings, buildings and stores; and the construction of large scale infrastructure projects such as highways, bridges, tunnels, railways, irrigation systems, sewage systems, industrial facilities, pipelines and electric lines, among others. GyM has developed numerous projects in the construction sector. Currently, theour company focuses on buildings (ISIC Division 41), civil works (ISIC Division 42) and specialized activities (ISIC Division 43).

Construction entities must comply with the National Building Regulation,Regulations, approved by Supreme Decree No.011-2006-VIVIENDA (Reglamento Nacional de Edificaciones), which establishes that urban allotments and buildings must be developed in compliance with the rules governing safety, functionality, accessibility, habitability and environmental impact. According to Article 25Technical Regulation No. G.030 of the National Building Regulation,Regulations, construction companies, such as GyM and GMI, are responsible for (i) executing works in accordance with project specifications and applicable regulations; (ii) possessing sufficient organization and infrastructure to guarantee the feasibility of the project; (iii) appointing the party responsible for the construction to assume its technical representation; (iv) providing the resources and materials to complete the project pursuant to the terms of the agreement and required standards and within the approved budget; (v) executing subcontracts within contractual limitations; and (vi) delivering to the client documented information regarding the executed works.

Notwithstanding any legal actions that the construction company may take against suppliers, manufacturers or subcontractors, the construction company may be responsible for all the works, including those executed by subcontractors, and for the use of defective materials or supplies.

Penalties for violating the National Building Regulation are determined by the municipal government in the jurisdiction where the project is developed and set forth in its corresponding regulations. In addition, they may also pursue criminal actions or civil claims if applicable.

Safety Regulation in Construction Projects

The Law on Safety and Health at Work (Law No. 29783)29,783) is intended to promote workplace accident prevention and applies to all business sectors. The principal safety rules applicable to construction projects include the following:

 

companies with 20 or more employees must establish a committee for the promotion of workplace safety and health that oversees the implementation of the required internal safety and health regulation policy;

 

all projects must have a safety and health plan consisting of all the technical and administrative mechanisms to guarantee the physical integrity and health of workers and third parties during project execution;

 

companies shall hire an occupational physician and establish an area of occupational medicine;

companies shall perform periodic audits to verify whether internal safety and health regulations are in accordance with law;

 

occupational diseases and work accidents detected during project execution must be recorded and the competent authority must be notified in accordance with the regulationRegulations of the Law on Safety and Health at Work, approved by Supreme Decree No.005-2012-TR, and with Occupational Health Manual, approved by Ministerial Resolution No.510-2005-MINSA;

 

companies must provide for medical examinations of its employees prior to, during and at the termination of their employment;employment (subject to certain terms and conditions depending on whether the employees were engaged in high-risk activities);

 

companies must show a safety and health plan; an index of frequency; and theour company’s performance in safety and health in order to be awarded public and private projects;

 

use of individual protective equipment, including gloves, safety goggles, boots and helmets, is mandatory when risks to safety and health cannot be prevented by other means; and

 

personnel responsible for safety must comply with all requirements in Rule NTP 399.010.1 for fire prevention.

The Peruvian Ministry of Labor and Employment Promotion, the National Superintendence of Labor Inspection (the “SUNAFIL”) and the Peruvian Ministry of Health are the competent organisms in the safety and health fields, respectively.

Safety Regulations Applicable to Subsectors

In addition to the Law on Safety and Health at Work applicable to all our business sectors, our Engineering and Construction segment must also comply with the regulations set forth below.

Power and Utilities

GyM and CAM Peru must comply with the Rules of Safety and Health at Work with Electricity, approved by Ministerial Resolution No.111-2013-MEM-DM, for its activities relating to the construction of hydroelectric plants, transmission lines and substations. OSINERGMIN is the authority responsible for supervising and enforcing compliance of the foregoing rules. The most relevant of the safety rules with which GyM and CAM Peru must comply include: (i) providing employees with necessary information regarding safety measures related to the tasks they perform; (ii) providing employees with adequate safety equipment; and (iii) evaluating and remedying potential sources of danger.

Mining

GyM must comply with the Mining Occupational Health and Safety Regulation, approved by Supreme Decree No.024-2016-EM, and other related regulations for their mining-related construction activities including the construction of mineral processing plants and other mining-related buildings, among others. In developing mining projects, our subsidiaries’ personnel must follow the safety programs and be familiar with internal rules from their mining sector client. The SUNAFIL and OSINERGMIN are the authorities responsible for supervising and enforcing compliance of the foregoing rules. The most relevant of the safety rules with which GyM must comply include: (i) creating an internal safety and health regulation policy and selecting a manager responsible for its implementation; (ii) monitoring and recording workplace accidents and occupational diseases; (iii) providing information to employees regarding the safety risks related to their work; (iv) providing employees necessary first aid and medical attention in the event of a workplace accident; (v) providing employees the necessary tools, equipment or materials to perform their activities safely; and (vi) evaluating risks in order to establish accident prevention and mitigation plans.

Oil and Gas

GMP must comply with the Hydrocarbons Safety Regulations, as approved by Supreme Decree No.043-2007-EM, which are enforced by the OSINERGMIN, while performing any hydrocarbon activities. The most relevant safety rules with which GMP must comply include: (i) assuring that senior project managers are responsible for the safety and health of workers; (ii) assigning specialized personnel responsible for safety and health matters; and (iii) monitoring and recording workplace accidents on a monthly basis.

Industrial Construction

GyM must comply with the Industrial Safety Regulation, approved by Supreme Decree No.42-F (Reglamento de Seguridad Industrial), for its activities relating to the construction of industrial plants. The most relevant of the safety rules with which GyM must comply include: (i) overseeing that worksites are constructed, equipped and managed to provide security and protection to employees; (ii) instructing employees about risks to which they are exposed related to their work and adopting necessary measures to avoid accidents and damage to employee health; and (iii) overseeing inspections to verify the proper installation of safety equipment.

Registries and Permits

According to Supreme Decree No.008-2013-TR, civil contractors must be registered in the National Civil Construction Works Registry and comply with the rules of Ministerial Resolution No.195-2007-TR which sets out the requirements for registration, including registering through the corresponding local agency and filing an affidavit indicating compliance with the registration requirements before the effective date of registration. GyM is currently registered in the National Civil Construction Contractors and Subcontractor Registry.

According to Supreme Decree No.005-2008-EM mining contractors must register with the National Mining Contractors and Specialized Companies Registry. GyM is currently registered. Proper registration requires the filing of a request with the Regional Agency of Energy and Mines with jurisdiction in the area where the mining activities will take place. In addition, within five days upon commencement of construction, GyM must provide in writing its employees with the following information: (i) the company’s legal name; (ii) the scope of the contract; (iii) the place of execution; (iv) the applicable health and safety regulations; (v) the Safe Work Written Procedures (PETS); and, (vi) risk insurance policies.

Labor Law Requirements in Civil Construction

Labor law requirements in civil construction consist of the specific legal framework for civil construction workers and the general legal framework applicable to the administrative personnel in the civil construction sector set forth in the Single Revised Text of the Labor Productivity and Competitiveness Law, approved by Supreme Decree No.003-97-TR.

Seasonality of services is one of the main features in the specific legal framework due to the temporary nature of construction contracts. Consequently, certain general rules such as the trial period are not applicable to construction workers.

The principal terms and conditions relating to collective bargaining from our civil construction workers have been agreed upon and recorded in the 2015-20162018-2019 agreement, dated August 6, 2015,September 11, 2018, and entered into between the Peruvian Chamber of Construction and the Federation of Civil Construction Workers (Federación de Trabajadores en Construcción Civil). The 2015-2016 agreement included the following benefits: (i) pay increase; (ii) bonuses for employees working 28 consecutive days or more in projects with difficult access; and (iii) paid leave in case of death of a relativeBy means of the employee.2018-2019 agreement, the parties have, among other things, agreed on an increase in the daily wage of such employees.

The Supreme Decree No.009-97-SA, Law No. 2679026,790 and Supreme Decree No.003-98-SA require construction companies to have complementary high riskhigh-risk insurance for workers that perform high risk tasks. As of the date of this annual report, GyM has this insurance coverage.

The insurance coverage provides medical care for injured workers to allow them to achieve full recovery. Moreover, it provides pensions to workers or their beneficiaries in case the worker becomes handicapped or dies as a result of a work accident or occupational disease.

Environmental Regulations

Section 24 of the General Environmental Law, approved by Law No. 2861128,611 (the “General Environmental Law”), provides that all human activity likely to cause significant environmental impact is subject of regulation by the National System of Environmental Impact Assessment. The Peruvian Ministry of the Environment, through the Environmental Supervising and Enforcement Agency (Organismo de Evaluación y Supervisión Ambiental,or “OEFA”) supervises compliance with the law and enforces environmental rules related to mining, oil and gas and electricity.

In addition to being responsible for the impact that its activities, by action or omission, may have on the environment, GyM is also subject to an environmental impact assessment and must obtain an environmental certification necessary to obtain project permits or licenses. GyM must also adopt measures for the management of hazardous materials intrinsic to its activities to mitigate the negative environmental impact its activities may have.

Civil Construction

The Supreme Decree No.015-2012-VIVIENDA (modified by the Supreme Decree No.°004-2015-VIVIENDA)019-2014-VIVIENDA and Supreme Decree No. 0082016-VIVIENDA) regulates the environmental aspects of projects related to housing, urbanism, construction and sanitation activities in urban or rural areas. The National Directorate of Housing, Urbanism, Construction and Sanitation supervises the compliance and enforces the applicable rules. Projects are categorized according to their environmental impact during and after their execution and different rules are established for each category including compliance with the following environmental studies prior to starting construction works: (i) projects expected to cause minor environmental impacts require an environmental impact statement; (ii) projects expected to cause moderate environmental impacts require a semi-detailed environmental impact assessment; and (iii) projects expected to cause a major environmental impact require a detailed environmental impact assessment.

Other Subsectors

Depending on the subsector in which it operates, GyM is required to follow specific environmental provisions issued by the competent authorities. For example, with respect to hydrocarbon activities, the Ministry of Energy and Mines has enacted the Oil and Gas Environmental Regulations, by means of Supreme Decree No.039-2014-EM.039-2014-EM modified by Supreme Decree No.°023-2018-EM

Tax Legal Regime Applicable to Construction

Section 63 of the Peruvian Income Tax Law, approved by Supreme Decree No.179-2004-EF, establishes that construction companies engaged in construction contracts for a period longer than one fiscal year can choose to be taxed under any of the following systems:

 

allocate to each fiscal year the gross income resulting from applying the percentage of gross margin estimated for the work over the amounts collected for the same work; or

 

allocate to each fiscal year the gross income calculated by deducting the costs corresponding to the tasks performed during that year from the amount collected or that is expected to be collected corresponding to that work.

In both situations, a special accounting registry must be kept for each project, which is meant to keep a record of the costs, expenses and income of each project in an account separate from the general analytical accounts (cuentas analíticas de gestión).

Until December 31, 2012, construction companies could defer revenues related to each individual project until the total completion of the project, provided the project was completed in three years or less. In such cases, the income was to be recognized in the fiscal year in which the project concluded or was delivered. In case the project was scheduled to conclude in a period exceeding three years, the results would be determined in the third year in accordance with the progress of the works over the three-year period. Beginning in the fourth year, results were determined following the foregoing methods.

Starting on January 1, 2013, in accordance with Legislative Decree No. 1112, which amended the Peruvian Income Tax Law, construction companies that adopted the deferral method are authorized to continue with the use of such method only with respect to income arising from the execution of work contracts initiated prior to January 1, 2013, until their completion, and for execution of work contracts initiated on or after January 1, 2013 the deferral method is no longer accepted.

The Peruvian Income Tax Law also provides that the difference that may result from a comparison between the real gross income and the income assessed pursuant to any of the methods described above shall be allocated to the fiscal year in which the work concluded. Additionally, the company must apply the same system to all its construction contracts and must receive prior authorization from tax authorities to change the applied system.

Prevention of Money Laundering and Financing of Terrorism

Regulations for money laundering and terrorism financing prevention, approved by SBS ResolutionNo. 789-2018 (which has replaced SBS ResolutionNo. 486-2008 as of March 15, 2018), require construction and real estate companies to implement a money laundering and terrorism financing prevention system, including, among others, the appointment of a compliance officer, setting up a registry of operations and notifying the Financial Intelligence Unit of the SBS, the entity responsible for supervising and enforcing compliance, of any suspicious activity.

Infrastructure

Infrastructure and Public Services through Public Private Partnership Contracts

As a result of entering into “Programa País” in December 2014 with the Organization for EconomicCo-operation and Development (OECD),In recent years, the Peruvian state is implementinghas implemented a new regulatory framework (Legislative(Single Supreme Decree No.254-2017-EF, Legislative Decree No. 1224 and its regulations, approved by Supreme Decree No.410-2015-EF) establishingto set forth the procedures and ways of promotingmechanisms for enhancing private investment for the development of public infrastructure, public services, any ancillary services, applied research projects and/or technological innovation, through Public-Private Partnerships (PPP) and Projects with State Assets.

The main aspects of the new legal framework are the following:

 

 1.

The Ministry of Economy and Finance (Ministerio de Economía y Finanzas) is the governing authority of the National System for the Promotion of Private Investment (SNPIP), composed by ministries and public agencies of the national government, Thethe Agency for the Promotion of Private Investment—ProInversión, and regional and local governments.

 

 2.

Private investment projects will comprise the following stages: (i) planning and programming, (ii) formulation, (iii) structuring, (iv) transaction, and (v) contract execution. Great emphasis is given to the Evaluation Report (Informe de Evaluación), a document determining the economic, financial and legal viability of a potential Public Private Partnership applying, where appropriate, the national public investment system. Investors are entitled to receive from the Peruvian state: (a) in the case of self-financed projects, taxes and tolls to be collected from final consumers; (b) in the case ofco-financed projects, subsidies and payments from the public entity awarding the project; and (c) any other financing structure agreed between the parties.

 

 3.

The management of Public Private Partnership contracts by the three levels of government (central, regional and local) is regulated.

 

 4.

For projects in regulated sectors, the monitoring of Public Private Partnership contracts is subject to the provisions of the Law No. 27332,27,332, Framework Law on Regulators. According to this law, OSIPTEL, OSITRAN, SUNASS and OSINERGMIN should primarily safeguard the compliance of service levels agreed in Public Private Partnership contracts. For this purpose, Public Private Partnership contracts must establish the necessary arrangements to ensure timely and efficient supervision during the contract execution stage. To this end, public entities are required to ensure timely participation of regulatory agencies in the arbitration, when decisions and matters related to the competence of those bodies are discussed.

 

 5.

Favorable opinions for the Public Private Partnership contractsAgreements from the General Comptroller Office of Peru are required. The General Comptroller will issue a report on any aspects that may jeopardize the financial capacity of the Peruvian state, according to Law No. 27785,27,785, Organic Law of the National Control System and the General Comptroller of Peru.

 

 6.

Investors interested in participating as bidders in private investment processes must review the list of impedimentsrestrictions and prohibitions established in the State ContractingPublic Procurement Law. Whether an investor is barred from participating shall be determined through administrative channels, and such impedimentrestriction will apply to any expected strategic partners as well. Such partners usually accredit their technical capacity during the promotion process. Furthermore, it is stated that, in case the contract does not set arestriction would extend to strategic partner, the impediment would applypartners and to thosecompanies who have exercised direct control over the investor, as indicated in the regulations approved by the Superintendence of the Stock Market. If barred, the ban shall stand for two years; except for the impediments established in the State Contracting Law, which will be valid for the terms indicated in such law.

 

 7.

The development of projects related to assets owned by the Peruvian state (Legislative Decree No. 674, Law Promoting Private Investment in State Enterprises) can be carried out by private sector initiatives, without committing any public resources or transferring any risks to public entities, unless expressly required by law.

Each of our subsidiaries Norvial, Survial, Canchaque and GyM Ferrovías has entered into a concession agreement with ProInversión and the Peruvian Ministry of Transportation and Communications. La Chira has entered into concession agreements with ProInversión and Sedapal S.A. The abovementioned agreements were entered into in accordance with the provisions in force at the time of their execution.

Infrastructure Construction and Safety

Infrastructure concessionaires must assure that the construction companies they hire to construct infrastructure projects comply with the foregoing rules relating to construction projects. In addition, companies engaged in road construction must comply with the guidelines issued by the Road and Railways General Directorate of the Peruvian Ministry of Transportation and Communications and with the National Road Infrastructure Management Regulation regarding road construction, maintenance and safety. These regulations establish procedures for authorizing road construction and approving work contracts, among others.

Environmental Regulations

Peruvian environmental laws and regulations have become increasingly stringent over the last decade. All industries and projects are subject to Peruvian laws and regulations concerning water, air and noise pollution, and the discharge of hazardous substances. The main legislation governing environmental matters is the General Environmental Law; the Law of the National System of the Environmental Impact Evaluation, approved by Law No. 2744627,446 (the “SEIA”); the regulations of the SEIA Law, approved by Supreme Decree No.019-2009-MINAM; and several environmental regulations that have been issued under the General Environmental Law, SEIA and other laws by the government with the collaboration of the Peruvian Ministry of the Environment.

Since the enactment of the General Environmental Law in October 15, 2005, several technical environmental regulations have been issued and this environmental regulatory framework is generally revised and updated regularly. Some regulations apply generally to Peruvian industries and some technical regulations are issued for specific industries.

The main environmental rules applicable to infrastructure projects include those described above in “—Engineering and Construction—Environmental Regulation.”

Peruvian Hydrocarbon Regulation

Our hydrocarbon operations are subject to governmental regulations as described below.

Exploration and Production

GMP is engaged in two major activities relating to the exploration and production of oil and gas: exploration and production of oil fields; and providing services to the oil industry.

Exploration and Production of Oil Fields

Peru’s hydrocarbon legislation regarding oil and gas exploration and production activities includes, among others, the Hydrocarbon Organic Law and the regulations governing the qualification of petroleum companies; the exploration and production of hydrocarbons; the transportation of hydrocarbons; hydrocarbons pipelines and safety requirements in such activities.

The foregoing regulations define the roles of Peruvian government agencies which regulate the oil and gas industry; provide the framework for the promotion and development of hydrocarbon activities based on the principles of private-sector competition and access to all economic activities; and set the safety and security standards as well as the legal proceedings for carrying out operations.

The Peruvian Constitution establishes that the government is the sole proprietor of underground hydrocarbons within its national territory. However, the Peruvian government has granted Perupetro, a state-owned company authorized to negotiate and enter into agreements for the exploration and/or production of hydrocarbons, the ownership right over the hydrocarbons extracted which allows Perupetro to enter into such agreements. Furthermore, the Peruvian Ministry of Energy and Mines, the Environmental Evaluation and Supervision Agency (“OEFA”) and OSINERGMIN constitute public entities that play an active role in oil and gas regulation.

The Peruvian Ministry of Energy and Mines is responsible for devising energy and mining policies; supervising activities in the energy and mining sectors; and promoting investments in those sectors. Within the Peruvian Ministry of Energy and Mines, the General Directorate of Hydrocarbons (“DGH”) is responsible for regulating the development of oil and gas fields and the General Directorate of Energy-Related Environmental Affairs (“DGAAE”) is responsible for reviewing and approving regulations related to environmental risks associated with hydrocarbon exploration and production activities.

OEFA is a public entity ascribed to the Peruvian Ministry of the Environment and is responsible for evaluating and ensuring compliance with applicable environmental rules covering hydrocarbon activities, as well as for initiating sanctioning proceedings when a breach of an environmental regulation occurs. OSINERGMIN is a public entity ascribed to the Presidency of the Council of Ministers’ (Presidencia del Consejo de Ministros) office and is responsible for ensuring compliance with safety and security standards in the hydrocarbon industry, as well as for sanctioning proceedings. GMP is subject to the supervision, authority and regulations enacted by the foregoing agencies.

Regarding hydrocarbon exploration and production activities, companies are required to enter into either a licensing or a services agreement with Perupetro; other contractual arrangements are permitted with prior approval from the Peruvian Ministry of Energy and Mines. The foregoing agreements are governed by private law and must be approved by the Peruvian Ministry of Energy and Mines and the Peruvian Ministry of Economy and Finance. In licensing agreements, licensees obtain authorizations to explore and produce hydrocarbons in a determined area, are granted ownership over the extracted hydrocarbons and are subject to the payment of royalties. Licensees may trade the hydrocarbons with no limitations on sales prices, except in the event of a national emergency.

Services agreements grant contractors the right to perform hydrocarbon exploration and production activities in a determined area and receive compensation according to the production of hydrocarbons. The contractor is technically and financially responsible for the operations, but Perupetro maintains the ownership over the hydrocarbons extracted. GMP is party to services agreements with respect to Blocks I and V, and to licensing agreements with respect to Blocks III and IV. Each block has an independent contract with Perupetro.

Services and licensing agreements are intended for the development, production and eventually transportation of hydrocarbons, as well as for certain storage activities. Services and licensing agreements commonly include a minimum performance schedule guaranteed by performance bonds and require corporate guarantees to be issued to secure the contractor’s compliance to the provisions established by the parties.

Additionally, a company must be qualified by Perupetro prior to entering into hydrocarbon exploration and production agreements. In order to qualify, a company must meet the standards under the Regulations on the Qualification of Petroleum Companies (approved by means of Supreme Decree No.030-2004-EM),requiring companies to demonstrate that they have the technical, legal and financial capacity to comply with all the obligations they will assume under the agreement with Perupetro. Such capacities are measured according to the characteristics of the area to be explored or produced, the expected investment required for the project, and the strict fulfillment of the rules regarding prior consultation (if applicable), citizen participation and environmental issues related to the operation’s performance. Upon a positive evaluation, the company is issued a qualification certificate from Perupetro that allows it to initiate the negotiations of the agreement; notwithstandingagreement. Notwithstanding the foregoing, the company remains responsible for obtaining all other licenses, permits and approvals required by applicable regulation.

Under the current regulation, 30 years is the maximum term of services and licensing agreements for the production of crude oil. On the other hand, natural gas and condensates-related services or licensing agreements have a maximum term of 40 years. Graña y Montero acts as GMP’s guarantor in all of the Block I, Block III, Block V and Block VI contracts.

GMP must comply with Supreme Decree No.043-2007-EM for its activities relating to hydrocarbons in all phases. The OSINERGMIN is the authority responsible for the supervision and enforcement of the foregoing rules.

Services to the Petroleum Industry

Peruvian regulation provides that all companies that enter into a service agreement with any company that holds a licensing or services agreement must be registered as a subcontractor in the Hydrocarbons Public Registry in case they render any of the following services: (i) geological studies, geophysical studies, petroleum engineering related to drilling operations, production and well services; or (ii) construction of oil pipelines, gas pipelines, refineries and their maintenance, and specialized transportation by land, air, sea or river. In order to register a company as a subcontractor in the Hydrocarbons Public Registry, prior authorization from the General Directorate of Hydrocarbons (“DGH”) of the Peruvian Ministry of Energy and Mines is required.

On June 1, 2004, GMP was included as a subcontractor for the petroleum industry in the Hydrocarbons Registry of Lima’s Public Registry of Legal Entities; such registry remains in force as of the date of this annual report.

Environmental Regulations

The Peruvian Ministry of Energy and Mines is responsible for enacting environmental regulation for the oil and gas sector. The Oil and Gas Environmental Protection Regulation, approved by Supreme Decree No.039-2014-EM and modified by Supreme Decree No.023-2018-EM, sets out the legal framework and specific rules applicable to the exploration, production, refinement, processing, transportation, commercialization, storage and distribution of hydrocarbons, with the aim of preventing, controlling and remedying the negative environmental impacts arising from the foregoing activities.

The Peruvian Ministry of the Environment establishes general rules applicable to different activities in several sectors, in contrast to the specific rules enacted by the Peruvian Ministry of Energy and Mines regarding the oil and gas sector. Environmental laws and regulations are enforced by the National Environmental Enforcement Agency, OEFA (Organismo de Evaluación y Fiscalización Ambiental) which was created in 2008. Sanctions range from warnings and fines to suspensions of activities and mitigation of environmental damages, among others. In this regard, a breach of the obligations contemplated in the Environmental Impact Assessments in the hydrocarbons sector may originate fines up to 30,000 Tax Units (approximately US$4239 million or S/.141126 million)according to the applicable law.

The main environmental rules applicable to GMP’s hydrocarbon projects include:

 

filing

obtaining an environmental impact study orcertification and adopting the necessary measures to prevent and/or mitigate the environmental impactimpacts resulting from their activities;

 

meeting minimum size, environmental and safety requirements applicable to worksites; handling and storing of hydrocarbons pursuant to safety and environmental requirements; establishing programs to monitor environmental issues; and

 

providing training on environmental matters related to employee and personnel activities and responsibilities, especially with respect to regulations and procedures established for environmental protection and the environmental and legal consequences ofnon-compliance.

Operation of Terminals

In accordance with the Glossary, Acronyms and Abbreviations for the Hydrocarbons Subsector approved by Supreme DecreeNo. 032-2002-EM, a terminal is a facility that includes storage tanks, submarine lines or docks for receiving or dispatching liquid hydrocarbons and facilities related to activities of storage and reception and/or dispatch of liquid hydrocarbon from/to vessels.

Consorcio Terminales and Terminales del Perú are two joint operations conducted by GMP and Oiltanking Peru S.A.C. which currently operates ten of Petroperú’s terminals in Peru: (i) the South Terminals of Pisco, Mollendo, Ilo, Juliaca and Cuzco; and (ii) the North Terminals of Eten, Salaverry, Chimbote and Supe; including Callao, respectively. Consorcio Terminales and Terminales del Perú providesprovide hydrocarbons handling and storage services in Peru for gasoline, aviation fuel and diesel, among others.

The operation of both the South and North Terminals was granted through the “South Terminal Operation Agreement” and the “North Terminal Operation Agreement” (the “Operation Agreements”) dated February 2, 1998, by and among Petroperú and Consorcio Terminales. The Operation Agreements resulted from two tenders in accordance with Legislative Decree No. 674, and mandate that Consorcio Terminales, as operator of the terminals, be responsible for the storage, handling, additivation and dispatch of hydrocarbons in such facilities.

The initial term of the Operation Agreements was 15 years; however the parties agreed to extend the duration of the agreement to an additional 18 months ending in August 2014. The purpose of this extension was to undertake the additional investments that were necessary to satisfy the national demand increase and to perform operative and safety-related improvements to the facilities. In July of 2014, the Operation Agreementsoperation agreements were extended for an additional four years ending in July of 2018. We expect

The South Terminal operation agreement has been extended to extend such agreements, at leastAugust 1, 2019. With respect to the North Terminal operation agreement, the agreement with Consorcio Terminales expired on October 31, 2014, however, GMP and Oiltanking were granted a new operation agreement for the terminal, this time under the ‘Terminales del Perú’ Consortium, which provided for a few months.

20 year extension that will end on November 1, 2034. Additionally, Terminales del Peru was granted with the operation agreement for the terminal del Centro-Callao, for 20 years commencing on September 2, 2014 until September 1, 2034. In executing itstheir operations, both Consorcio Terminales isand Terminales del Perú are committed to develop and follow a work program which must include an investment schedule. The work program performed included the installation of fire protection systems and loading systems, among others, and was secured by a performance bond.

GMP’s activities as a part of Consorcio Terminales fall under the scope of the Hydrocarbons Storage Safety Regulation, approved by Supreme Decree No.052-93-EM. Consorcio Terminales is registered in the Hydrocarbon Registry of OSINERGMIN and is authorized to perform transportation activities such as loading and unloading hydrocarbons from vessels on the terminals. This regulation establishes the conditions under which GMP can operate and maintain storage facilities for hydrocarbons. For instance, the regulation specifies the technical requirements for storage systems, which vary depending upon the kinds of hydrocarbons stored. Moreover, pursuant to this regulation, GMP must establish procedures to minimize potential risks that these facilities present for employees, third parties and properties.

Gas Processing Plants

In accordance with the Glossary, Acronyms and Abbreviations for the Hydrocarbons Subsector, approved by Supreme DecreeNo. 032-2002-EM, a processing plant is a facility where the natural characteristics of hydrocarbons are changed to break them into the different compounds that comprise them, as well as the subsequent transformations to convert the hydrocarbons into fuel of specific qualities and suitable for transportation. This includes the facilities where the impurities, hydrogen sulfide, carbon dioxide, water and hazardous components are removed from natural gas.

Our processing and fractionation activities fall under the scope of regulations governing hydrocarbons refinement and processing including regulations on the design, construction, operation and maintenance of refineries and hydrocarbons processing plants, the oil refining process, the manufacture of natural asphalts, oil and lubricants, basic petrochemical activities and the processing of natural gas and condensates. In order to comply with these regulations, GMP must take cautionary measures in order to protect the safety of its employees and its facilities, protect the environment, preserve energy resources and ensure the quality of the products or services it delivers. For instance, GMP’s plant operations must be authorized by the General Direction of Hydrocarbons and comply with fire safety regulations. In the event of an accident, GMP must notify the Peruvian Ministry of Energy and Mines, the Peruvian Ministry of Labor and the Peruvian Social Security Administration.

Terms of our Concessions

Our concessions are subject to certain terms and conditions established in each concession agreement. During the term of the concessions, we are responsible for the construction and maintenance of the infrastructure necessary to their operation. The concession agreements establish minimum capital stock requirements for our concessionaire subsidiaries as follows: US$15 million (S/.5050 million), US$8 million (S/.2727 million), US$0.8 million (S/.2.72.7 million), S/.4646 million and S/.100100 million for Norvial, Survial, Canchaque, La Chira and the Lima Metro, respectively.

The concession agreements establish grounds for termination including mutual agreement of the parties thereto, force majeure and breach of certain contractual obligations. Additionally, in the case of La Chira and the Lima Metro, the agreement can be terminated unilaterally by the grantor, with the payment of compensation. On the expiration date, all of the assets that are essential for the operation of the concession are considered the state’s property and no compensation is paid to the concessionaire.

In the event that changes in legislation or regulations that are exclusively related to the financial conditions of the earnings and/or costs associated with the investment, operation or conservation of the infrastructure, affect the economic terms of the contract by 10% or more, the concession agreements set forth economic terms adjustment mechanisms aimed at restoring the economic and financial equilibrium. See “—Infrastructure—Principal Infrastructure Lines of Business.”

Real Estate

Since 1987, we have been operating in the Peruvian real estate sector. In 2008, we incorporated Viva GyM to concentrate the group’s activities in this sector including promoting and managing real estate projects including affordable housing and housing and commercial real estate projects.

Zoning Regulations

Article 79 of the Municipalities Organic Law (Law No. 27972)27,972) establishes that municipal governments are the exclusive authority responsible for approving urban and rural development plans, as well as the zoning of urban areas under their jurisdiction. Peruvian regulation states that urban zoning refers to the division of a municipal jurisdiction in zones for specific usage, such as residential, commercial, industrial ormixed-use.

The main zoning rules applicable to our real estate projects include the following: obtaining a construction license from the corresponding local municipality before commencing construction, reconstruction, conservation or repair of any property.

Environmental Regulations

The Environmental Protection Regulation for real estate, urbanism, construction and regularization related projects, approved by Supreme Decree No.015-2012-VIVIENDA (modified by the Supreme Decree No.°019-2014-VIVIENDA and Supreme Decree No. 0082016-VIVIENDA), sets out to prevent, mitigate, control and remedy negative environmental impacts that may arise from real estate developments. Prior to initiating construction works, companies are required to obtain an environmental authorization from the Housing, Urbanism, Regularization or Construction National Directorate of the Peruvian Ministry of Housing, Construction and Sanitation and to comply with the provisions set forth in the corresponding environmental impact assessment.

The main environmental rules applicable to our real estate projects include the following:

 

undertaking an environmental impact assessment; and

 

requesting the environmental classification of our projects, which depends on the environmental risks associated therewith.

Licenses

Article 10 of the RegulationSingle Revised Text of the Urban Habilitation and Buildings Law, approved by Law Supreme DecreeNo. 29090,006-2017, establishes the license requirements for urban habilitation and construction, depending on land size, the dimensions of the work to be undertaken and the financial target.

Upon completion of the real estate development and construction stages, as the case may be, the following requirements must be met:

 

  

for urban development, the reception of the works (recepción de la obra) must be requested to the corresponding municipal government in compliance with Article 19 of the Single Revised Text of the Urban Habilitation and ConstructionBuildings Law; and

 

  

for construction, the conformity of the works (conformidad de obra) must be requested to the corresponding municipal government in compliance with Article 28 of the Single Revised Text of the Urban Habilitation and ConstructionBuildings Law, accompanying the request with the construction plans and the construction statement (a description of the technical conditions and characteristics of the work performed).

Exclusive and Common Property Real Estate Units Regimes

The Law on the Buildings Regularization, Buildingson the Factory Declaration Proceeding and Real Estate Units Regimen ofon the Exclusive and Common Property Law,Real Estate Units Regime, approved by Law No. 27157,27,157, establishes the legal regime applicable to real estate comprised of assets with exclusive and common property, including, among others, (i) apartment buildings; (ii) condominiums; (iii) units underco-ownership; and (iv) commercial spaces, such as galleries and malls. The foregoing construction projects must include internalby-laws prepared or approved by the sponsor or builder, or by the owners with the vote of the majority of participating owners, the content of which is regulated in Article 42 of the Regularization Buildings Factory Declaration Proceeding and Real Estate Units Regimen of Exclusive and Common Property Law.aforementioned law. Articles 40 and 41 of the foregoing law itemize the assets and services that qualify as common.

Owners of the real estate units have the opportunity to choose between the exclusive and common property regime, and the independent andco-ownership regime. The internalby-laws, the owner’s assembly minutes, all construction plans, architectural division plans, perimetric boundaries and the construction statement must be registered in the Real Estate Registry of the corresponding jurisdiction. Upon completion of the proper registries, units are registered independently from one another.

Fondo Mivivienda

The acquisition of affordable housing units developed by Viva GyM is often financed by Fondo Mivivienda S.A., a publicly owned financial institution established in 1998 by Law No. 26912,26,912, with the purpose of (i) promoting and financing the acquisition, bettering and construction of houses, especially those of social interest; (ii) carrying out activities related to the fostering of capital flows to the housing financing market; (iii) participating in the primary and secondary markets of mortgage credits; and (iv) contributing to the development of the capital markets.

Prevention of Money Laundering and Financing of Terrorism

SBS ResolutionNo. 789-2018 (that has replaced SBS ResolutionNo. 486-2008 as of March 15, 2018), as amended from time to time, requires construction and real estate companies to implement a money laundering and terrorism financing prevention system, including, among others, appointing a compliance officer, setting a registry of operations and notifying the Financial Intelligence Unit of the SBS, the entity responsible for supervising and enforcing compliance to the resolution referred to herein, of any suspicious activity.

Technical Services

Public- and Private-Sector Contracts

Concar provides services in compliance with Peru’s State ContractingPublic Procurement Law and its regulation,Regulations, approved by Supreme Decree No.°350-2015-EF,082-2019-EF ( as amended,Texto Unico Ordenado de Ley de Contrataciones del Estado) and its Regulations, approved by Supreme DecreeNo. 344-2018, when dealing with public counterparties; and with the regulation set forth in the Civil Code when dealing with private counterparties. Such regulations establish the different types of selection processes which companies may undergo when contracting with the state, as well as the rules and conditions applicable to such processes. They also establish general rules applicable to contractual relationships among private parties. See “—Engineering and Construction” for more information on the applicable legal frameworks. Concar is registered with the Peruvian National Registry of Suppliers, required to act as supplier for public entities.

Intellectual Property

Certain operations of GMI and GMD are protected by Peruvian Copyright Law, approved by Legislative Decree No. 822, specifically the engineering drawings and software registered in the INDECOPI Copyright Registry. However, the company’s business and profitability are not dependent on patents or licenses; industrial, commercial or financial contracts; or new manufacturing processes.

Dimension Testing Services

CAM Peru S.R.L. provides the dimension testing service of electrical meters, for which it must be a registered testing entity as provided by Technical and Commercial Regulations Commission Resolution No.0065-1999/INDECOPI-CRT. As of the date of this annual report, Cam Peru S.R.L, is registered as an accredited dimension testing of electrical meters services provider. The pertaining registration can be renewed for consecutive periods, provided that a request is filled 60 days prior to expiration. If Cam Peru S.R.L. does not comply with the rules approved by the INDECOPI, said governmental authority may impose a suspension or revoke the registry.

C. Organizational Structure

The following organizational chart sets forth our principal operating subsidiaries within our fourthree business segments.

 

LOGO

LOGO

(1)

In June 2018, the company transferred economic rights over 48.8% of the share capital of Norvial to Inversiones en Autopistas S.A. by transferring its Class B shares. Our company continues to possess 67% of voting rights of Norvial and an economic interest of 18.2% of Norvial’s share capital. JJC Contratistas Generales S.A. owns the remaining 33.00%.

(2)

36.10% of the share capital in Viva GyM is held by our subsidiary GyM.

The following charts set forth the principal activities of each of our fourthree business segments:

LOGOLOGO

The following is a brief description of our principal operating subsidiaries:

 

Engineering and Construction:

 

GyM S.A. (“GyM”), incorporated in Peru, is one of the oldest and largest construction companies in Peru. Graña y Montero owns 98.2%98.24% of GyM; the remaining 2.0%1.76% is held by former and current company executives.

 

Vial y Vives—DSD S.A. (“Vial y Vives—DSD”), incorporated in Chile, is an engineering and construction company specialized in the mining sector and in providing services to the energy, oil and gas, and cellulose sector. GyM, through GyM Chile SpA, owns 86.2%94.49% of Vial y Vives—DSD; Inversiones VyV S.A., a company controlled by the founders of Ingeniería y Construcción Vial y Vives S.A. (now, (which merged to form Vial y Vives—DSD), which owns 6.8%1.36%; and the remaining 7.0%4.15% is held by third parties.

 

GMI S.A. Ingenieros Consultores (“GMI”), incorporated in Peru, is primarily engaged in engineering consultancy for projects in the mining, hydrocarbons, electrical, agricultural, industrial, tourism and transportation sectors. Graña y Montero owns 89.4%89.41% of GMI; 4.0%5.0% is held by current and former company executives; and the remaining 6.6%5.59% is held by third parties.

 

Morelco S.A.S. (“Morelco”), incorporated in Colombia, is a recognized specialist in electromechanical assemblies, civil works, and services for the oil and gas and other energy sectors. Our subsidiary GyM S.A. owns 70.0% of Morelco, and the remaining 30% is held by the Serna family in trust.

 

Infrastructure:

 

Toll Roads:

 

Norvial, S.A. (“Norvial”), incorporated in Peru, is the concessionaire of the 183 km stretch between Ancón and Pativilca of the Panamericana Norte road. Graña y Montero owns 67.0%Panamerican Highway. Norvial is comprised of common shares (Class A), andnon-voting shares (Class B). In June 2018, the company transferred economic rights over 48.8% of the share capital of Norvial to Inversiones en Autopistas S.A. by transferring its Class B shares. The company continues to possess 67% of voting rights of Norvial and an economic interest of 18.2% of Norvial’s share capital. JJC Contratistas Generales S.A., a Peruvian construction company, owns the remaining 33.0%.

 

Survial S.A. (“Survial”), incorporated in Peru, is the concessionaire of the 750 km highway between Marcona and Urcos in Peru. Graña y Montero owns 99.9%99.995% of Survial.Survial, and the remaining 0.005% is held by Concar S.A.

 

Concesión Canchaque S.A.C. (“Canchaque”), incorporated in Peru, is the concessionaire of the 78 km highway between the towns of Buenos Aires and Canchaque in Peru. Graña y Montero owns 99.97%99.96% of Canchaque.Canchaque, and the remaining 0.04% is held by Concar S.A.

 

Concar S.A. (“Concar”), incorporated in Peru, is engaged in the operation and maintenance of infrastructure assets. We own 99.8%Graña y Montero S.A.A. owns 99.9983% of Concar and the remaining 0.2%0.0017% is held by GyM S.A. and Concar’s former chief executive officer. Beginning on April 1, 2017, we have transferred Concar from our Technical Services segment to our Infrastructure segment.

Mass Transit:

 

Mass Transit:

GyM Ferrovías S.A. (“GyM Ferrovías”), incorporated in Peru, is the concessionaire of the Lima Metro. Graña y Montero owns 75.0% of GyM Ferrovías; the other 25.0% is held by Ferrovías Participaciones S.A., a railway infrastructure company.

 

Water Treatment:

 

Concesionaria La Chira S.A. (“La Chira”), incorporated in Peru, is the concessionaire of La Chira waste water treatment plant in southern Lima, Peru. Graña y Montero owns 50.0% of La Chira; the other 50.0% is held by Acciona Agua S.A, an affiliate of a waste water treatment and distribution company.

 

Energy:

 

GMP S.A. (“GMP”), incorporated in Peru, is engaged in the oil and gas business and provides hydrocarbon extraction services to Perupetro S.A., a Peruvian state oil company; owns a gas processing plant; and, through a joint operation with a Peruvian affiliate of Oiltanking GmbH, operates ten fuel terminals in Peru. Graña y Montero owns 95.0% of GMP; the remaining 5.0% is held by a former company executive.

 

Real Estate:

 

Viva GyM S.A. (“Viva GyM”), incorporated in Peru, is focused on the development and sale of affordable housing and housing, as well as other real estate projects such as office buildings and shopping centers. Graña y Montero directly owns 63.4%63.44% of Viva GyM, with GyM owning an additional 36.1%36.10%; and the other 0.5%0.46% is owned by a company executive.

Technical Services:

CAM Chile S.A. (“CAM”), incorporated in Chile, provides field and specialized electrical services in Chile, Colombia, and Peru. Graña y Montero owns 73.16% of CAM; and the other 26.84% is held by El Condor Combustibles S.A., which is part of a Chilean economic group and Inversiones y Asesoría Samburu Limitada.

Adexus S.A. (“Adexus”), incorporated in Chile, provides development and implementation solutions for information technology in Chile, Peru and Ecuador. Graña y Montero owns 91.03% of Adexus; and the other 8.97% is held by a third party.

D. Property, Plant and Equipment

Approximately 79.0%82.2% of our assets are located in Peru, with the remaining balance located primarily in Chile and Colombia. At December 31, 2016,2018, the net book value of all our land (excluding real estate inventories) and buildings, machinery and equipmentthe company was US$335.7139.3 million (S/.1,128.1.470.6 million). We currently lease certain machinery and equipment from vendors. The term of our leasing contracts ranges from two to five years, depending on the nature of the equipment. Leased machinery and equipment are capitalized for accounting purposes. Our principal executive offices, which we lease, are located at Av. Paseo de la República 4667, Surquillo, Lima 34, Peru and Av. Petit Thouars 4957, Miraflores, Lima 18, Perú.

Insurance and Contingency Planning

We have insurance coverage for fire; strike, riot, malicious damage, vandalism and terrorism; loses or damages to construction machinery and equipment; destruction or disappearance of property; civil liability, including physical harm to third parties; professional liability; transportation; vehicle theft, collision, rollover, fire and accidents; and directors and officers’officers liability. Additionally, we carry different policies for specific risks related to our business segments. Our management considers this coverage to be sufficient to cover probable losses and damages, taking into consideration the nature of our activities, the risks involved in our transactions and the advice of our insurance brokers.

We also have contingency plans in place in order to protect our company and the interests of our clients. In the event of an emergency, we have procedures in place designed to minimize any resulting interruption in service to our most critical business processes.

Moreover, in the event of an emergency, we have systems and procedures in place that minimize the impact of unplanned downtime to our IT services’ clients. Our data centers have redundant facility systems and infrastructure to provide continued operation on each of them, complying with international standards such as ISO/IEC 27001 and ISO 9001.

 

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

 

ItemITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with our consolidated financial statements included in this annual report, which have been prepared in accordance with IFRS issued by the IASB. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth under “Part I. Introduction—Introduction. Forward-Looking Statements” and “Item 3.D. Key Information—Risk Factors.”

A. Operating Results

Overview

We are the largest engineering and construction company in Peru as measured by revenues during 2016,2018, and one of the largest publicly traded engineering and construction companycompanies in Latin America as measured by market capitalization as of December 31, 2016,2018, with strong complementary businesses in infrastructure and real estate and technical services. With more than 8085 years of operations, we have a long track record of successfully completing the engineering and construction of many of the country’s landmark private and public sector infrastructure projects. Beginning in themid-1980s, we decided to leverage our engineering and construction expertise into complementary lines of business. We have also undertaken the engineering and construction of large and complex projects outside our home market throughout our history. More recently, we decided to expandhave expanded our activities into other key markets of the Latin American region through the acquisition of businesses with solid positions in those markets.

Recent Developments

Overview

We have participated in six consortia with affiliates of Odebrecht related to the construction and operation of infrastructure projects in Peru during the period from 2005 to 2017. On December 21, 2016, Odebrecht entered into a plea agreement with U.S., Brazilian and other authorities in which they admitted to making illegal bribery payments in connection with projects in various countries, including Peru. These projects include certain consortia in which we participated. As a result of the plea agreement, Peruvian authorities have initiated congressional inquiries and criminal investigations including against our company and certain of our former directors and executive officers.senior management.

Additionally, on January 24, 2017, the Peruvian government terminated the gas pipeline concession held by GSP, a consortium in which we participated with Odebrecht affiliates, due to failure of GSP to obtain the required project financing by the stipulated deadline. The termination of the GSP gas pipeline concession, despite the government payment contemplated under the concession contract, has had a material impact on our consolidated financial results and backlog.

In response to these events, we have instituted a multi-step strategic action plan that we are currently in the process of implementing.plan. This strategic action plan includes: (i) monitoring the process for government payment resulting from the termination of the GSP gas pipeline concession; (ii) renegotiations with creditors of certain debts that became due upon termination of the GSP gas pipeline concession contract; (iii) board approval of the sale of certainnon-strategic assets to repay debt related to GSP; (iv) an internal investigation relating to our participation in consortia with Odebrecht; (v) an assessment to strengthen our anti-corruption compliance program; and (vi) changes to our board of directors and senior management.

See “Item 3.D. Key Information—Risk Factors —Risks Related to Recent Developments.”

Our Association with Odebrecht

We have participated in six construction and operation of infrastructure projects in Peru with affiliates of Odebrecht during the period from 2005 to 2017 (known as: IIRSA South Tranche II; IIRSA South Tranche III; IIRSA North; Electric Train Platform; Gasoducto Sur Peruano; and Chavimochic)Concesionaria Chavimochic S.A.C. (“Chavimochic”). Our stakes in these projects ranged from 17% to 33%. During 2016 we only participated

in two2018, none of these projects (Gasoducto Sur Peruano and(including Chavimochic), neither of which are were currently ongoing. During the period from January 1, 2005 to December 31, 2016 83%2018, 84% of the projects carried out by our company, in terms of consolidated revenues, involved the private sector, while projects with Odebrecht accounted for less than 5%4% of our consolidated revenues during this period. In its plea agreement, Odebrecht admitted to paying bribes in connection with the IRSA South Tranche II, the IRSA South Tranche III and the Electric Train Platform.

Recent news reports have indicated that Odebrecht has executed a settlement and cooperation agreement with the Peruvian government regarding several infrastructure projects in the country, including certain projects in which we have participated. According to news reports, under the agreement Odebrecht has agreed to pay compensation to the Peruvian government over the course of several years and to cooperate with, and provide evidence to, prosecutors in connection with ongoing investigations by this Peruvian government. According to news reports, former senior officers of Odebrecht’s affiliate in Peru have indicated to Peruvian prospectors (sometimes in apparent contradiction with prior statements) that certain of our former directors and senior management were aware that Odebrecht had made corrupt payments to government officials in connection with certain projects in which we participated. We have undertaken an internal investigation and we continue to review and assess the past practices of our company, to determine whether there has been any wrongdoing on the part of our former or current directors, officers and employees.

The Chavimochic concession, awarded in 2013 for the design, construction, operation and maintenance of major hydraulic works in northern Peru, is the only project with a contract in effect in which we are currently associated with Odebrecht. Affiliates of Odebrecht own 73.5% of the Chavimochic-related concessionaire company and construction consortium, and we hold the remaining 26.5% stake. As a result of the government’s failure to deliver land required for the project, the project’s first phase, hydraulic works, cannot be concluded, and the project’s second phase cannot begin. Since February 2017, the Chavimochic consortium has requested the termination of the concession in light of the government’s breach, and the parties are currently in discussions, including for a potential sale of the project. As of December 31, 2017,2018, our investment in this project amounted to US$8.66.1 million (S/.29.20.5 million) and our portion of the performance guarantee amounted to US$9.5 million (S/.31.9.32.1 million).

Termination of the Gasoducto Sur Peruano Concession

In September 2015, we entered into a memorandum of understanding to invest US$215 million (S/.722 million) for a 20% stake in GSP, a company that had previously been awarded the concession for the design, construction and operation of the southern gas pipeline, a project to deliver natural gas to the southern region of Peru, particularly to the provinces of Cuzco, Arequipa, Puno and Moquegua. With our 20% investment commitment made on November 2, 2015, an affiliate of Odebrecht owned a 55% interest and an affiliate of Enagás International, S.L. (“Enagas”) owned a 25% interest in GSP. As of the date of this annual report, we have made total investments in the project in an amount of US$243 million (S/.811 million).

On January 24, 2017, the Peruvian government terminated the concession due to GSP’s failure to obtain the required project financing by the stipulated deadline. As a result, we recognized impairmentimpairments with respect to our investment in GSP and our participation in the related construction consortium (Consorcio Constructor Ductos del Sur).CCDS.

In accordance with the concession contract, the Peruvian government is required to carry out an auction process to sell GSP’s assets and obtain a new concessionaire within one year of the contract termination, with the funds raised in the sale to be used to pay the existing concessionaire for its investment in the project. The amount of the termination payment is required to be no more than 100% and no less than 72.25% of the net carrying amount (valor contable neto), as defined in the concession contract. Consequently, the auction process should initiate with a base price equivalent to 100% of the net carrying amount. If the auction is unsuccessful in the first round, the government is required to undertake a second round, with a base price equal to 85% of the net carrying amount; and, if the second round is unsuccessful, the government is required to undertake a third round, with a base price equal to 72.25% of the net carrying amount. If a successful bidder is not obtained from such auction processes within one year of the termination of the contract, the termination payment to the existing concessionaire would be 72.25% of the net carrying amount.

The Peruvian Ministry of Energy and Mines announced on April 18, 2017 that the auction process for the new concessionaire of the project assets willwould be carried out during the first quarter of 2018, notwithstanding the requirements under the concession contract. On April 28, 2017, a third party was appointed, through an adjudication process, as temporary custodian and administrator of the gas pipeline assets until the new bidder is awarded the concession. Since that time, the Peruvian government has not indicated an intention to commence the auction process. Although the concession contract provides that payment must be made within one year of termination, the Peruvian Ministry of Energy and Mines has not made payment or, to our knowledge, initiated the auction or payment process. Because this payment hadhas not been made, GSP’s right to compensation pursuant to the concession contract should be 100% of the net carrying amount.

In 2016, in connection with efforts to restructure or sell Odebrecht’s participation in GSP, due to the corruption scandal surrounding Odebrecht, Odebrecht contractually agreed to subordinate its claims under the concession to the other project partners, Enagás and ourselves. As a result, we and Enagas may be entitled to repayment of our percentage payment under the concession contract prior to Odebrecht. However, on January 3, 2018, Odebrecht commenced arbitration proceedings against us, our subsidiary GyM and Enagás, seeking to invalidate the contractual subordination and certain voting and other arrangements.subordination.

On December 4, 2017, GSP voluntarily commenced bankruptcy proceedings in Peru. GSP’s assets will be liquidated purusant to Peruvian law. GSP’s only substantially asset is the claim for government payment described above, as contemplated under the concession contract in the event of termination.

On December 21, 2018, we formally initiated the procedure for direct negotiations with the Peruvian state regarding the termination payment used by the government to GSP. This decision was taken considering that GSP had not taken any legal action to demand the payment despite efforts by G&M at the general shareholders meeting of GSP. As a minority equity partner in GSP, G&M is entitled to initiate direct negotiations under numeral 4 of Article 1219 of the Peruvian Civil Code which authorizes creditors to exercise the rights of its debtor, either by way of initiating our action or assuming defense.

As of the date of this annual report, we have made investments in the GSP project of US$243 million (S/.811 million), which we financed in part with borrowings. We have also assumed our proportional obligation to repay the project’s bridge loan in an amount of US$129 million (S/.433.436 million) and the project’s performance guarantee in amount of US$52.5 million (S/.176.177 million) and recorded them as other financial liabilities and other accounts payable, respectively, in our consolidated financial statements as of December 31, 2016.

2018. We also recorded an account receivable for the same amounts, since we have the right to collect these amounts from GSP. According to our estimates, under the terms of the concession contract, taking into account the subordination arrangement, and based on receiving payment equal to 72.25% of the net carrying amount, in accordance with IFRS, we recorded a provision relatedan impairment to theour equity investment in GSP project in the amount of S/.593.1 million (approximately US$176.5175.5 million) to reflect a write-

offwrite-off of equity value in GSP. Although GSP’s right to compensation pursuant to the concession contract, due to the Peruvian government’s failure to pay, is 100% of the net carrying amount, theour company has accounted for 72.25% due to political uncertainty, theGSP’s bankruptcy process atwith INDECOPI, and disagreements with the other GSP shareholders. In addition, theour gross profit decreased by S/.15.2 million (US$4.5 million) due to the impact of the early termination of the construction consortium (Consorcio Ductos del Sur), in accordance with IFRS. Also, we registered a discount of the related long term account receivable in financial expenses of S/.76.9.77.4 million (US$22.9 million). Adding these three effects, plus the deferred tax effect, we had a net impact of S/.498.0 (US$148.2147.3 million) on our income statement for the year ended December 31, 2016.

The following table shows the effects of the termination of the GSP gas pipeline concession on our results of operations for the year ended December 31, 2016.

           GSP Effects 
Financial Results  2016
(Millions of Soles)
   2016
without GSP
effects
   Millions
of Soles
   US$ Millions 

Revenues

   6,469.6    6,469.6     

GROSS PROFIT

   603.4    618.6    (15.2   (4.5
  

 

 

   

 

 

   

 

 

   

 

 

 

General Expenses

   (399.4   (399.4    

Other Operational Expenses

   (13.3   (13.3    

Profit from sale of investments in subsidiaries

   46.3    46.3     

OPERATIONAL INCOME

   237.1    252.2     
  

 

 

   

 

 

     

Financial Expenses

   (198.3   (121.4   (76.9   (22.9

Participation in Associates

   (589.7   3.4    (593.1   (176.5

Exchange rate difference

   (12.5   (12.5    

PRETAX INCOME

   (563.4   121.7     
  

 

 

   

 

 

   

 

 

   

 

 

 

Taxes

   111.8    (75.3   187.1    55.7 

Minority Interests

   (58.1   (58.1    

NET INCOME

   (509.7   (11.7   (498.0   (148.2
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   (64.4   543.9    (608.3   (181.0
  

 

 

   

 

 

   

 

 

   

 

 

 

In addition, the termination of the GSP gas pipeline concession hashad reduced our backlog as of December 31, 2016, by US$855 million,(S/.2,889.0 million), representing 30.2% of our E&C backlog and 21.4%33.8% of our total backlog.

The effects of the termination of the GSP gas pipeline concession recorded in our consolidated financial statements as of and for the year ended December 31, 2016 are based on our estimates, based on the terms of the concession contract, taking into account the subordination arrangement, receiving payment equal to 72.25% of the net carrying amount and with the information that we have available to date. The actual impact on our results, however, could change materially from our estimates. Moreover, we cannot assure you that we will receive the government payment provided for under the GSP gas pipeline concession contract on a timely basis or at all. For more information, see notes 5(e) and 5(f) to our audited annual consolidated financial statements included in this annual report.

Investigations

TheLava Jato commission of the Peruvian congress,Congress, which was formed in November 2016 to investigate alleged bribes made by Brazilian companies to Peruvian public officials, has initiatedconducted congressional inquiries into theour company and other construction companies in Peru. These investigations have required certain of theour company’s former board members and executive officerssenior management to provide testimony at hearings before the commission.

Peruvian prosecutors have included José Graña Miró Quesada, the former Chairman of our company, in an investigation for the crime of collusion, and Hernando Graña Acuña, a shareholder, a former board member of our company and chairman of our subsidiary GyM, for the crime of money laundering against the Peruvian government, each in connection with the IIRSA South project concession (tranches II and III), in which we participated with Odebrecht. Gonzalo Ferraro Rey, the former Chief Infrastructure Officer of our company, has also been included in an investigation for the crime of money laundering in connection with the same project.

In connection with investigations relating to the IIRSA South project concession (tranches II and III), the Peruvian criminal prosecutor moved to charge our company and our construction subsidiary, GyM, as criminal defendants in connection with the projects. In response, the Peruvian First National Preparatory Investigation Court (Primer Juzgado de Investigación Preparatoria Nacional) notified us of its decision to formally include our company and GyM in its criminal investigation. We appealed the court’s decision and, in June 2018, the First Court of Appeals of the Superior Court of Lima revoked the judicial order that indicted our company and GyM, among other corporate defendants, in the criminal investigation on charges of collusion and other crimes and rejected the petition, without prejudice, made by the prosecutor to incorporate both companies in the aforementioned process. Nevertheless, we cannot assure you that the criminal prosecutor will not file a new motion to charge our company and/or GyM or that our position will ultimately prevail if such motion is filed.

Separately, in December 2018, the Peruvian First National Preparatory Investigation Court resolved to include our company and GyM as civilly-responsible third parties in the investigations related to the IIRSA South project concession (tranches II and III) and GyM as a civilly-responsible third party in the investigations related to Tranches 1 and 2 of the Lima Metro. These investigations are ongoing.

In July 2017, media reports alleged that certain construction companies in Peru, Brazil and Spain, including our company, colluded as a “construction club” to receive public contracts. As a result of these reports, INDECOPI has initiated an investigation regarding the anti-competitive activities of construction companies in Peru, including our company. In July 2017, the Peruvian government conducted a search of our facilities related to these allegations. We have provided the information requested by INDECOPI.

In December 2017, Peruvian prosecutors included José Graña Miró Quesada, the former Chairman of the company, in an investigation for the crime of collusion, and Hernando Graña Acuña, a former board member of the company, for the crime of money laundering against the Peruvian government, each in connection with the IIRSA South project concession (tranches II and III), in which we participated. Both were placed in preventive detention and have since been released. Gonzalo Ferraro Rey, the former Chief Infrastructure Officer of the company, has also been included in an investigation for the crime of money laundering in connection with the same project.

In December 2017, we received a notification from Peruvian criminal prosecutors seeking to include the company as a criminal defendant in the investigation relating to the IIRSA South project concession (tranches II and III). On March 5, 2018, the Peruvian First National Preparatory Investigation Court (Primer Juzgado de Investigación Preparatoria Nacional) notified us of its decision to formally include the company and GyM in its criminal investigation. We have appealed the court’s decision to include the company and GyM in the criminal investigation. Separately, the Ad Hoc Prosecutor has also moved to directly include the company as a civilly-responsible third party in connection with the project. A decision from the Peruvian judiciary on whether our company constitutes a civilly-responsible third party remains pending. We cannot assure you that our position in these proceedings will prevail.

On January 12, 2018 criminal prosecutors conducted a search of our facilities regarding the “construction club” investigation. We have provided the information requested by the Ad Hoc Prosecutor and the Peruvian criminal prosecutors. A former employee of GyM has been included in the investigation for collusion. To date, there is no formal investigation of the company. We have provided the information requested by the Ad Hoc Prosecutor.

On February 19, 2018, we also received notice from the Ad Hoc Prosecutor seeking to directly include our subsidiary,collusion and other alleged crimes. GyM S.A.,has been included as a civilly-responsible third party in the mentioned investigation relating to Tranches 1 and 2 of Line 1 of the Lima Metro. If our subsidiary’s officer or former or current officers arealong with eleven other construction companies. In December 2018, GyM was formally included and convicted, it may be required to pay civil damages to the Peruvian government. A decision from the Peruvian judiciary regarding these matters remains pending, and we cannot assure you that our subsidiary will not be included or that our position would ultimately prevail.in this criminal investigation as civilly-responsible third party along with eleven other construction companies.

We cannotce annot assure you that other of our former or current board members and executive officers will not be included in the foregoing proceedings as civilly-responsible third parties or criminal defendants as well.

A conviction of corruption or resolutions with government authorities may lead to criminal and civil fines as well as penalties, sanctions, injunctions against future conduct, profit disgorgement, disqualifications from directly and indirectly engaging in certain types of business, the loss of business licenses or permits or other restrictions. Moreover, our involvement in corruption investigations, and any findings of wrongdoing in such investigations, could further damage our reputation and have a material adverse impact on our ability to compete for business. Such investigations may also adversely affect our ability to pursue strategic projects, and could potentially result in the termination or modification of certain existing contracts or relationships. Also, such investigations may affect our company’s ability to secure financing in the future.

Emergency Decree and Subsequent Legislation

On February 13, 2017, the President of Peru issued an emergency decree (decreto de urgencia003-2017), prohibiting groups that have been, or whose officers or representatives have been convicted of, or have admitted to, corruption, money-laundering or similar crimes (whether in Peru or elsewhere) from, among other things, transferring or selling any assets related to investments in Peru, including the proceeds of asset or equity sales, or sending money abroad without a governmental authorization. Section II of Law 30737, promulgated in March 2018 to replace the aforementioned emergency decree, includes companies that have been consortium partners of groups that have been, or whose officers or representatives have been, convicted of, or have admitted to, corruption, money-laundering or similar crimes. Our company and our subsidiary GyM are two such companies. The law requires that they: suspend money transfers abroad; implement a compliance program and disclose information to competent authorities; and create a trust of assets to guarantee eventual compensation in favor of the Peruvian government. AThe Peruvian prosecutor willgovernment is required to determine the amount of such guarantee pursuant to Law 30733.30,737. On May 9, 2018, Supreme Decree No.096-2018-EF was passed, which provides guidelines for such determination. We estimate thatFollowing discussions with the Peruvian government, in March 2019, we will be required to includeestablished the trust in favor of the Peruvian government and funded the trust in the trust assets worth approximately US$41amount of S/.79.1 million and that(US$23.4 million) by assigning shares of our potential liability should not exceed approximately US$51 million, based on the guidelines.subsidiary GMI to such trust. We cannot assure you of the amount of this potential liability, nor can we assure you that the Peruvian government will not claim the assets set forth in this trust or require that our company will have sufficientplace additional assets to include in the trust. Furthermore, we cannot assure you that these laws will not be expanded, or that subsequent laws will not be passed, that impose further obligations or restrictions on our company and our subsidiaries. Management has estimated that the value of the contingency for the matters described above should not exceed US$45.8 million (S/.148.4 million).

Strategic Action Plan

In response to the recent events described above, we have instituted a multi-step strategic action plan that we are currently in the process of implementing.action.

Negotiation with Creditors

We have renegotiated three debt instruments related to GSP as follows:

 

  

Syndicated Loan Related to our Equity Investment in GSP: As a result of the termination of the GSP gas pipeline concession, our syndicated loan used to finance our equity investment in GSP became due. The principal amount outstanding under our syndicated loan was US$15037.50 million (S/.504126.70 million) as of December 31, 2016,2018, and is US$76.331.45 million (S/.256.45103.95 million) as of the date of this annual report. On June 27, 2017, we entered into an amendment to the credit agreement. According to the terms of the amendment our syndicated loan matures on 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year of the amendment. The syndicated loan continues to accrue interest at LIBOR plus 4.90% per year. In addition, we are prohibited from paying dividends until the loan is repaid in full. Also, we have provided additional security interests, including: (i) a first lien on our shares of GyM and Concar; (ii) a second priority lien on our shares of Almonte; (iii) a first lien on certain real estate properties in Surquillo; (iv) liens on certain related amounts; (v) a second priority lien on our shares of CAM and CAM Servicios del Perú S.A.;Servicios; and (vi) a first lien on cash flows from the sale of certain assets. For additional information on our syndicated loan, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources”;

 

  

Proportional guarantee of the GSP Bridge Loan: As a result of the termination of the GSP gas pipeline concession, our proportional guarantee of the GSP bridge loan became due. As of December 31, 2016, there was US$129 million (S/.433.3 million) of principal amount outstanding under our corporate guarantee. As of the date of this annual report the principal amount outstanding under the GSP bridge loan has been entirely paid. On June 27, 2017 we entered in a new, US$78.7 million (S/.264.8 million) term loan with Natixis, BBVA, SMBC and MUFJ, the proceeds of which were used to repay the GSP bridge loan. The new term loan matures on 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year of the closing date. The term loan accrues interest at

LIBOR plus 4.50% per year, which will increase to 5.00% during the second year and to 5.50% during the third year. In addition, we will be prohibited from paying dividends until our guarantee is repaid in full. Also, we have provided the following security interests to secure repayment of the term loan: (i) a first lien on our rights to receive the termination payment derived from the GSP termination, (ii) a second priority lien on our shares of GyM and Concar; (iii) a second priority lien on our shares of Almonte; (iv) a second priority lien on certain real estate properties in Miraflores and Surquillo; (v) a second priority lien on our shares of CAM and CAM Servicios del Perú S.A.;Servicios; and (vi) a first lien on cash flows from the sale of certain assets. AsThe principal amount outstanding under the new term loan was US$63.47 million (S/.214.46 million) as of December 31, 2018, and as of the date of this annual report, there is US$72.447.25 million (S/.156.16) outstanding on the term loan; andloan.

 

  

Proportional Repayment Obligations under the GSP Performance Guarantee:GuaranteeAs a result of:Upon the termination of the GSP gas pipeline concession, the government exercisedour proportional repayment obligations under the GSP performance guarantee. Asguarantee from Chubb Insurance Company in the amount of December 31, 2016, we had US$52.5 millionmilllion (S/.176.4.177.4 million) inbecame due. On December 6, 2018, we paid the final installment with respect to our our obligations outstanding and, as of the date of this annual report, we have US$15.6 million (S/.52.55 million) in obligations outstanding. On March 31, 2017, we renegotiated the terms of our repayment obligations owed to Chubb Insurance Company regarding our proportional share of the performance guarantee issued in connection with the GSP gas pipeline concession. The new terms required repayment by March 31, 2018, extended until June 30, 2018, with interest accruing at 6% per year, and provide a security interest over our shares in CAM and over the cash flows from the sale of certain assets.Company.

 

In addition, in July 2017, we entered into a financial stability framework agreement with certain banks providing for new lines of credit to support our financial stability and liquidity. In AprilAs of December 31, 2018 we repaid US$79.3 million of the facility with the proceeds of the sale of Stracon and as of the date of this annual report, we hadthere is US$76.959.44 million (S/200.83 million) outstanding.

For more information, see “—Liquidity and Capital Resources—Indebtedness.”

We are currently in default of certain ofunder the covenants under these financial instruments.stability framework agreement. For more information, see “Item 13. Defaults,Default. Dividend Arrearages and Delinquencies.

Asset Sales

In order to strengthen our liquidity and financial flexibility, particularly in the event of potential delays in receiving the government payment contemplated under the GSP gas pipeline concession contract, and make payments on our debt related to the GSP project, our board has approved the sale ofnon-strategic assets in the amount of up to US$350 million (S/.1,176 million) in proceeds.

As of the date of this annual report, we have entered into the following transactions:

 

  

Sale of Cuartel San MartinMartín: On February 3, 2017, our subsidiary Viva GyM sold all of its interests in the Cuartel San MartinMartín real estate project, which represented a 50% stake in the project, to its partner Urbi Propiedades S.A. for US$50 million (S/.163 million);

 

  

Sale of Promoción Inmobiliaria del Sur: On February 24, 2017, our subsidiary Viva GyM sold all of its interests in Promoción Inmobiliaria del Sur S.A. (PRINSUR),PRINSUR, which owns undeveloped land located in Lurin, representing 22.5% of the share capital, to its partner Inversiones Centenario S.A.A. for US$25 million (S/.81 million);

 

  

Sale of Shares in Red Eagle Mining Corporation: In February and March 2017, our subsidiary Stracon GyM sold shares of Red Eagle Mining Corporation, representing 9.97% of the share capital, in a stock exchange transaction for US$13.3 million (S/.43.0 million). Stracon GyM continues to own 2.70% of the share capital of Red Eagle Mining Corporation;;

 

  

Sale of our Interest in COGA: On April 24, 2017, we sold our 51% interest in COGA to our partners Enagas and Carmen Corporation for a price of US$21.5 million (S/.69.8 million). COGA is in charge of the operation and maintenance of TGP, the trans-Andean gas pipeline from Camisea to the Pacific coast in Peru;

 

  

Sale of our Interest in GMD: On June 6, 2017, we sold our 89.19% interest in GMD, our IT services subsidiary, to Advent International for a price of US$84.7 million (S/.276.9.269.9 million);

 

  

Sale of the building Petit Thouars: On September 29, 2017, we sold a building located in block 49 of Petit Thouars Avenue to VOLCOMCAPITAL Deuda Perú for a price of US$20.5 million (S/.68.9 million);

 

  

Sale of Interest in Stracon GyMAlmonte properties:. On April 11,May 31, 2018, we sold our 88% interest in Stracon GyMAlmonte signed an agreement to sell 4,208,769 square meters of land for aan aggregate price of US$77 million (S/.249 million);92.7 million. The amount of the sale proceeds corresponding to our company is proportional to its 50.45% ownership stake; and

 

  

Sale of Almonte Propertiesour interest in CAM Chile and CAM Servicios:. On March 22,December 4, 2018, Almonte signed an agreementwe sold our 73.16% interest in CAM Chile and CAM Servicios, our subsidiaries engaged in the operation and maintenance of electric utilities, to sell certain properties owned by Almonte related to the “Almonte” industrialGDF Suez Energie Services Chile Holding SpA and logistics center projectENGIE Services Perú S.A., for a price of US$100 million.18.75 million (S/63.34 million).

On June 11, 2018, we signed an investment agreement with BCI Perú, to monetize future dividends of Norvial. The amount of the transaction is US$42.3 million, the proceeds of which were applied to the reduction of indebtedness related to GSP.

Additionally, on April 11, 2018, we sold our 88% interest in Stracon GyM for a price of US$77 million (S/.249 million).

Internal Investigation

In light of the recent events described above, we conducted an internal investigation led by external counsel with respect to our participation in consortia with Odebrecht. The new Risk, Compliance and Sustainability Committee of our board of directors was charged with monitoring the progress of the internal investigation. The internal investigation, which concluded on November 1, 2017, identified no evidence to conclude that any company personnel engaged in bribery in connection with any of theour company’s public projects in Peru with Odebrecht or its subsidiaries, or that any company personnel was aware of, or knowingly participated in, any corrupt payments made in relation to such projects.

Strengthening of Anti-Corruption Program

We haveIn 2017, we approved a plan to continue strengthening our anti-corruption compliance program. This has included the creation of a Risk, Compliance and Sustainability Committee of our board of directors, the creation of a Corporate Risk and Compliance Function, the hiring of a Chief Risk and Compliance Officer, and the reinforcement of our procedures related to the third-party risk evaluation and mitigation.

New CEO, New Board of Directors and Board Committee

On February 27, 2017, our former chairman of the board, our former CEO and board member, and our board member and the former chairman of the board of our subsidiary GyM resigned from their positions.

Effective March 2, 2017, we appointed a new CEO. On March 31, 2017, our shareholders at the annual shareholders’ meeting appointed a new board of directors, replacing seven of our nine existing directors. For more information, see “Item 6. Directors, Senior Management and Employees.”

Securities Class Action

Two securities class action complaints have been filed against us and certain of our former directors and current and former executive officers in the Eastern District of New York during the first quarter of 2017. These complaints arewere consolidated into a single class action. The plaintiffs filed a consolidated amended compliant on May 29, 2018. We moved to dismiss the complaint during the fourth quarter of 2018. The court has not yet ruled on that motion, but has granted plaintiffs leave to file a further amended complaint. We continue to believe that we have meritorious defenses to the claims asserted, and we intend to defend ourselves vigorously in these matters.

Restatement of Financial Results for Fiscal Year 20152017

As more fully describedOur consolidated financial statements for the year ended December 31, 2017 included in “Item 16.F. Changethis annual report have been restated. In our consolidated financial statements included in Registrant’s Certifying Accountant,”our annual report on Form20-F for the year ended December 31, 2017, we appointed Moore Stephensinadverently presented the gain on the sale of GMD under “Gain from the sale of investments” in error and, accordingly, we have restated our 2017 income statement and the related notes tore-audit our financial results for fiscal year 2015. reflect GMD as a discontinued operation. The previously issued consolidated financial statements of the company for the 20152017 fiscal year (and the related audit opinion) included in the company’s annual report on Form20-F for the year ended December 31, 20152017 should not be relied upon. The restatement of the 2015 fiscal year has resulted in certain significant changes to the company’s consolidated financial statements. For more information, on the effects of the restatement, see note 2.302.31 to the company’sour audited annual consolidated financial statements included in this annual report.

Reclassification

On June 6, 2017, we sold our 89.19% interest in our former subsidiary, GMD. As a result, we present GMD as a discontinued operation in our audited annual consolidated financial statements for the years ended December 31, 2017 and 2018. We have reclassified our consolidated financial for the year ended December 31, 2016, and selected financial information for the years ended December 31, 2014 and 2015, included in this annual report, to show GMD as a discontinued operation. In addition: (i) on December 4, 2018, we sold our 73.16% interests in each of CAM and CAM Servicios, (ii) on April 11, 2018, we sold our interest in Stracon GyM, and (iii) we are in the process of marketing our subsidiary Adexus for sale. As a result, we present CAM, CAM Servicios and Stracon GyM as discontinued operations, and Adexus as an investment held for sale, in our audited annual consolidated financial statements for the year ended December 31, 2018. We have reclassified our consolidated financial information for the years ended December 31, 2016 and 2017, and the selected financial information for the years ended December 31, 2014 and 2015 included in this annual report, to show CAM, CAM Servicios and Stracon GyM as discontinued operations as Adexus as an investment held for sale.

Internal Control over Financial Reporting

In 2018, we identified material weaknesses regarding our internal control over financial reporting. For more information, see “Item 3. Key Information—D. Risk Factors—We have identified material weaknesses in our internal control over financial reporting, and if we cannot maintain effective internal control or provide reliable financial and other information in the future, investors may lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our ADSs” and “Item 15. Controls and Procedures.”

Factors Affecting Our Results of Operations

General

Peruvian, Chilean and Colombian Economic Conditions

80.1%73.5%, 72.9%,72.0% and 72.6%86.1% of our revenues in 2014, 20152016, 2017 and 20162018 were derived from activities in Peru. Accordingly, our results of operations are substantially affected by economic conditions in the country and our growth is driven in significant part by growth in the Peruvian economy. In addition, 14.4%11.4%, 12.1%,17.3% and 12.13%5.8% of our revenues in 2014, 20152016, 2017 and 20162018 were derived from activities in Chile. We commenced operations in Colombia in December 2014,Chile and 9.3%9.2%, 4.7% and 9.4%8.1% of our revenues in 20152016, 2017 and 2016, respectively,2018 were derived from activities in Colombia.

The Peruvian real GDP has grown at an average rate of 3.2%3.5% during the three years from 20142016 to 2016.2018. With increasing disposable income and an expanding middle class, private consumption grew at an average annual rate of 4.8%3.2% in real terms from 20142016 to 2016.2018. In 2014, 20152016, 2017 and 20162018 private investment decreased at an average rate of 2.1%, 4.1%5.9% and 6.1%increased 0.1% and 4.4%, respectively, in real terms, primarily due to lower investment in mining. Inflation in Peru, as measured by the change in the consumer price index, was 3.2% in 2014, 4.4%2016, 1.4% in 20152017 and 3.2%2.2% in 2016.2018. The sol depreciatedappreciated versus the U.S. dollar by 6.9%1.5% in 20142016 and 14.2%3.3% in 2015,2017 and appreciateddepreciated by 1.6%16.9% in 2016.2018. Peru’s sovereign debt has been rated investment grade by S&P, Fitch and Moody’s. At the end of 2016,2018, Peruvian sovereign debt had one of the highest credit ratings in the South American region, rated BBB+ by S&P (August 2013) and Fitch (October 2013)(March 2019), and A3 by Moody’s (July 2014)(August 2018).

The Chilean economy grew at an average annual rate of 1.9%2.3% during the three years from 20142016 to 20162018 in real terms. Total fixed investment declinedincreased at an annual average rate of 2.1%2.5% in real terms during the three years from 20142016 to 2016.2018. Inflation in Chile, as measured by the change in the consumer price index, was 4.6% in 2014, 4.4% in 2015 and 2.7% in 2016.2016, 2.3% in 2017 and 2.6% in 2018. The Chilean peso depreciatedappreciated versus the U.S. dollar by 16.0% in 2014 and 16.5% in 2015, and appreciated by 5.7% in 2016.2016 and 7.8% in 2017 and depreciated by 12.8% in 2018. Chilean sovereign debt has the highest rating in the South America region, ratedAA- A+ by S&P (January(July 2017), Aa3A1 by Moody’s (July 2016)2018) and A+A by Fitch (December 2016)(February 2019).

The Colombian real GDP grew at an average annual rate of 3.2%2.2% during the three years from 20142016 to 2016.2018. Inflation has increaseddecreased during recent years, with inflation of 3.7% in 2014, 6.8% in 2015 and 5.8% in 2016.2016, 4.1% in 2017 and 3.1% in 2018. The Colombian peso depreciatedapreciated against the U.S. dollar by 24.2% in 2014, 31.6% in 2015, and appreciated by 4.7% in 2016.2016 and 0.6% in 2017 and depreciated by 7.5% in 2018. Colombia’s sovereign debt was rated BBB by Fitch in March 2017 andNovember 2018,BBB- by S&P in February 2016,December 2017, and Baa2 by Moody’s in July 2014.February 2018.

From 20122014 to 20162018 our revenues grewdeclined at a compound annual growth rate (CAGR) of 3.7% ((0.3)% 4.3%excluding acquisitions)acquisitions and asset sales). Our organic revenues decreased 22.7%2.9% in 20162018 from 2015,2017, principally as a result of lower activity levels in our E&C segment in 2016.2018.

Fluctuations in Exchanges Rates

We estimate that in 2016, 46%2018, 32.5%, 33%55.6% and 21%11.8% of our revenues were denominated in soles, U.S. dollars and other currencies respectively, while 55%63.2%, 22%23.1% and 23%13.7% of our cost of sales during the year were denominated in soles, U.S. dollars and other currencies. In addition, as of December 31, 2016, 46.7%2018, 56%, 45.6%41% and 7.6%3% of our total debt was denominated in soles, U.S. dollars and other currencies, respectively. Accordingly, fluctuations in the value of these currencies can materially affect our results of operations. When the sol appreciates against the U.S. dollar, our operating margins tend to decrease; when the sol depreciates against the U.S. dollar, our operating margins tend to increase (if everything else were held equal). Conversely, the appreciation of the sol against the U.S. dollar tends to decrease our indebtedness and financial expenses as expressed in soles; and the depreciation of the sol against the

U.S. dollar tends to increase our indebtedness and financial expenses as expressed in soles. We enter into derivatives, from time to time, to hedge part of our financial exposure to currency fluctuations. The value of the sol to the U.S. dollar appreciated in 2016 and 2017, and depreciated in 2014 and 2015, and appreciated slightly in 2016,2018, which impacted our results of operations. See “Item 3.A. Key Information—Selected Financial Data—Exchange Rates.”

We have included estimates of the approximate effects of fluctuations in exchange rates on our consolidated and segment revenues and costs of sales in “—Results of Operations.” These estimates were calculated based on daily average exchange rates and estimated aggregate revenues and cost of sales denominated in U.S. dollars, Chilean pesos and Colombian pesos, and were not calculated on a transaction by transaction basis. For additional information on the effect of exchange rate fluctuations on our results of operations, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Exchange Rate Risk.”

Cost of Labor, Third-Party Services and Inputs

The largest components of our costs are: labor, which in 2016 represented 26.3%25.3% of our cost of sales and 61.0%37.9% of our administrative expenses;expenses in 2018; services provided by third parties, which in 2016 represented 40.6%33.0% of our cost of sales and 27.9%35.2% of our administrative expenses;expenses in 2018; and inputs (including raw materials), which in 2016 represented 16.1%23.4% of our cost of sales.sales in 2018. For a breakdown of our cost of sales and administrative expenses, see note 27 to our audited annual consolidated financial statements included in this annual report.

Our cost of labor is influenced by, among other factors, the number of our employees, as well as inflation, competition we face for personnel in each of our business segments and the availability of qualified candidates. From 20142016 to 20152017 our personnel charges increased by 14.2%13.5%, and from 20152017 to 20162018 our personnel charges decreased by 27.4%15.2%. Services provided by third parties include: subcontracting in our E&C segment, such as carpentry work; advisory and consultancy work, including external audit and legal services; and renting of equipment. From 20142016 to 2015 our costs related to services provided by third parties increased by 38.9% and from 2015 to 20162017 our costs related to services provided by third parties decreased by 18.5%27.7% and from 2017 to 2018 our costs related to services provided by third parties decreased by 15.4%. The principal inputs we use are fuel, cement and steel, which in the aggregate represented 18%20% of our total input costs in 2016.2018. Our costs for these inputs are affected by, among other factors, the growth or decline of our operations, market prices, including global prices in the case of fuel, and transportation costs. We do not have long-term contracts for the supply of our key inputs. From 20142016 to 2015,2017, our input costs increased by 26.1%, and from 2017 to 2018, our input costs decreased by 4.7% and from 2015 to 2016, our input costs decreased by 13.9%40%. Our cost of labor, third-partythird party services and inputs decreased in 20162018 primarily due to lower activity levels in our E&C segment.

Acquisitions and Dispositions

In November 2014, we acquired an additional 13.5% interest of Stracon GyM for S/.74.7 million (US$25 million), increasing our stake in Stracon GyM to 87.6%. In December 2014, we acquired a 70% interest in Morelco for S/.277.1 million (US$93.7 million). This transaction represents our first acquisition in Colombia, which is a key part of our international strategy. The results of Morelco are included in our results of operations beginning in January 2015.

In December 2014, we also acquired 51% of the share capital of Tecgas, which holds 100% the share capital of COGA for a total of S/.75.8 million (US$25.4 million). This investment included goodwill resulting from the purchase amounting to S/.61.4 million. COGA is a jointly controlled entity and accordingly we reflected its results in “Share of the profit or loss in associates and joint ventures under the equity method of accounting.” On April 24, 2017, we sold our 51% interest in COGA to our partners Enagas and Carmen Corporation for a price of US$21.5 million (S/.69.8 million). For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

In August 2015, we acquired 44% of Adexus S.A., an information technology firm in Chile, for an approximate value of US$13.8 million (S/.44.1 million) through a participation in a capital increase. In January 2016 we acquired an additional 8% stake in Adexus for an approximate value of US$2.5 million (S/.8.3 million), and in August 2016 we increased our stake in Adexus to 91% for an approximate value of US$4.2 million (S/.14 million).

In September 2015, we acquired a 20% participation in the shareholder´sshareholder’s equity of Gasoducto Sur Peruano, the concessionaire of the southern gas pipeline project for a total of US$215 million (S/.722 million). In addition, our subsidiary GyM S.A. participatesparticipated with a 29% stake in the construction consortium for this project (Consorcio Ductos del Sur), which represented approximately US$1.0 billion of our backlog as of December 31, 2015. The GSP gas pipeline concession was terminated on January 24, 2017, and as a result, we recognized impairmentimpairments with respect to our investment in GSP and our participation in the related construction consortium (Consorcio Constructor Ductos del Sur).CCDS. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

As of the date of this annual report, inIn order to strengthen our liquidity and financial flexibility, particularly in the event of potential delays in receiving the government payment contemplated under the GSP gas pipeline concession contract, and make payments on our debt related to the GSP project, our board has approved the sale ofnon-strategic assets in the amount of up to US$350 million (S/.1,176 million) in proceeds. For a detailed description of the sale of thesenon-strategic assets, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.Developments—Strategic Action Plan.

Cyclicality

Our Engineering and Construction segment is cyclical as a result of being closely linked to the conditions, performance and growth of theend-markets we serve, which include, among others, the mining, power, oil and gas, transportation, real estate and other infrastructure sectors in Peru, as well as the mining sector in Chile and, the energy sector in Colombia. These industries tend to be cyclical in nature and tend to be affected by factors such as macroeconomic conditions, climate conditions, the level of private and public investment, the availability of credit, changes in laws and regulations and political and social stability. As a result, although downturns impact our entire company, our Engineering and Construction segment has historically been subject to periods of very high and low demand. For example, between 2000 and 2003, there was a significant decline in activity in the Peruvian real estate and construction sectors, which consequently affected our and our competitors’ business and financial performance during that time. The mining and oil and gas sectors, in particular, are also driven by worldwide demand for the underlying commodities, including, among others, silver, gold, copper, oil and gas, which can be affected by such other factors as global economic conditions and geopolitical affairs. Furthermore, prevailing prices and expectations about future prices for minerals or oil and gas, costs of exploration, production and delivery of product and similar factors can have a significant impact on our clients’ exploration and production activities and, as a result, on their demand for our engineering and construction services.

Our Real Estate segment is also cyclical and is significantly affected by changes in general and local economic conditions, such as employment levels and job growth, availability of financing for home buyers, interest rates, foreclosure rates, inflation, consumer confidence and housing demand. In addition, in our Infrastructure segment, our Energy line of business is cyclical and affected by global supply and demand for oil.

Seasonality

Our business, on a consolidated basis, has not historically experienced seasonality. In our Infrastructure segment, we have experienced moderate seasonality at (i) Norvial, due to heightened vehicular traffic activity during the summer season in the first quarter of the year, and (ii) GMP’s gas processing plant, which typically closes for maintenance during the rainy season in the first quarter of the year, as demand for gas is lower during this time.

Internal Control over Financial Reporting

In 2016, we identified material weaknesses regarding our internal control over financial reporting. For more information, see “Item 3. Key Information— D. Risk Factors—We have identified material weaknesses in our internal control over financial reporting, and if we cannot maintain effective internal control or provide reliable financial and other information in the future, investors may lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our ADSs.” and “Item 15. Controls and Procedures.”

Engineering and Construction

The principal driver of our E&C results is economic growth in Peru, particularly private and public investment in the country’s mining, power, oil and gas, transportation, real estate and other infrastructure sectors. See “—Peruvian and Chilean Economic Conditions.”

Appropriate pricing and budgeting of our engineering and construction projects is also key to our results of operations in our E&C segment and can be affected by such factors as competition, direct negotiations with clients as opposed to competitive bidding processes, the accuracy of our estimation of project costs and unexpected cost overruns. The types of contracts in this segment consist of cost-plus fee, unit price,lump-sum and EPC contracts. For a description of our E&C contracts, see “Item 4.B. Information on the Company—Business Overview—Engineering and Construction—Contracts.” The nature of our contractual arrangements can affect our margins, both because, depending on the type of contract, the burden of cost overruns may be placed on the client or on us, and because certain contractual arrangements tend to have lower gross margins. For the years from 2014 to 2016,2017 and 2018, our E&C segment has trended towards more contractual arrangements based on cost—plus fee and EPC contracts. The types of contractual arrangements we enter into in our E&C segment vary significantly from period to period.

During 2015, we suffered losses of S/.138.2 million from a dispute with respect to an E&C contract with Hochschild Mining for the Inmaculada mining project, which affected our operating results. The dispute was terminated in August 2015, and we expect no further losses to be incurred on account of this project. Additionally, we incurred losses for a total amount of S/.59.7 million because

of the cancellation of the El Nuble hydroelectric project, for which our subsidiary Vial y Vives was carrying on civil works in Chile. As a consequence of the cancellation of this project, we also wrote down US$155 million of our consolidated backlog. We expect no further losses to be incurred on account of this project. Delays in obtaining payments from our E&C clients during 2015, in particular in the mining sector, increased financing needs for working capital. We managed to stabilize working capital requirements by the end of 2015.

During 2016, we suffered lower activity levels in our E&C segment due to the completion of two large mining projects at the end of 2015 (Las Bambas and Cerro Verde). These lower activity levels were not fully compensated by new works at the GSP gas pipeline project in Peru and, to a lesser extent, works in Chile and Colombia. Additionally, Stracon GyM completed one mining services contract for our E&C segment, which was not renewed, and had another contract reduced in scope. The 2016 presidential elections in Peru and the subsequent change in administration also contributed to lower activity levels in our E&C segment during 2016. Activity

During 2017, activity levels in our E&C segment remained low during 2017.as a result of the cancellation of the GSP and Chavimochic projects, and also due to the ending of the bioenergy Zona Franca project in Colombia. The activity levels in 2017 in the E&C segment have been affected by political and other issues related to the investigations described in “Item 5.A. Operating and Financial Review and Prospects—Recent Developments.”

During 2018, activity levels in our E&C segment decreased as a result of the divestment plan executed by our company. In April 2018, our subsidiary GyM sold its 87.59% interest in Stracon GyM, our subsidiary that engaged contracts mining services in Perú. We also experienced lower activity levels in our business units engaged in electromechanical and civil works.

Infrastructure

Traffic and Fees for Toll Roads

The majority of our toll roads revenues derive from the Norvial concession. Unlike our other toll road concessions, our revenues from the Norvial concession depend on traffic volume. Traffic volume on the Norvial road increased 6.6%3.2% from 20142016 to 20152017 and 7.1%6.3% from 20152017 to 20162018 (based on vehicle equivalents, as defined in “Item 4.B. Information on the Company—Business Overview—Infrastructure—Principal Infrastructure Activities—Toll Roads—Norvial”) due to the lower traffic resulting from the climactic phenomenon “El Niño,” which generated floods and such increases are largely driven by economic activity levelsmudslides in Peru.northern Peru, during the first quarter of 2017. For the Norvial toll road, the toll rate is set out in the Norvial concession agreement and adjusted in accordance with a contractual formula that takes into account the sol/U.S. dollar exchange rate and Peruvian and United States inflation. Under our Survial and Canchaque road concessions, our revenues consist of annual fees paid by the Peruvian Ministry of Transport and Communications in consideration for the operation and maintenance of the roads, which can vary depending on the amount of road maintenance required due to road wear and tear.

Under the Norvial concession, we are required to expand certain stretches of the highway, by, among other things, adding two additional lanes. The first stage of construction was completed in 2008 and the second stage started on April 2014 and is expected to be completed by July 2018October 2019 due to delays in the government’s delivery of lands required for the project. We estimate that Norvial’s capital investment for the second stage will be approximately US$95 million (S/.319.2 million).

Mass Transit

We generate revenue from our Lima Metro concession based on kilometers travelled per train, with the fee per kilometer, the number of trains required to be in operation and the number of kilometers that we are required to travel established by the terms of the concession. Our revenues do not depend on passenger traffic volume. Our results in this concession between 20142016 and 20162018 were influenced by the timely acquisition, set up, reliability and proper operation of our trains as well as by the timing of the government’s completion of the 12.1 kilometer second stretch of Line One.trains. We currently have all 2444 trains in operation (including twothree backup trains). In addition, the second tranche of Line One was completed in the third quarter of 2014. As of December 31, 2016, GyM Ferrovías has spent a total of US$196 million (S/.659 million) in capital expenditures in connection with the Lima Metro.

On July 11, 2016, we entered into the fourth addendum to the Lima Metro concession contract in order to expand the transportation capacity of Line One. In accordance with the fourth addendum, the expansion project involves: (i) the purchase of 20 new trains withfive-car from Alstom; (ii) the purchase of 39 new cars from Alstom, to be coupled with the 19 existing Alstom trains and 20 new Alstom trains, resulting in a consolidated fleet of 39 Alstom trains with asix-car configuration; and (iii) the expansion and improvement of the existing infrastructure, including revamping and improvement of five stations, improvements in the electrical systems, a new access route to the maintenance workshop and new switches on the main track.

Energy

A part of the revenues in our Infrastructure segment depends on global prices for oil. Under our hydrocarbon extraction service contracts, we are entitled to a variable fee, which is based on the level of production of each field and a basket of international crude oil prices. Under our contracts, we acquire the extracted hydrocarbons and pay royalties, which are also based on a basket of international crude prices and the level of production. Historically, oil prices have been volatile and are likely to be volatile again in the future. During 2014, 20152016, 2017 and 20162018, average Brent crude prices were approximately US$99.02,43.55, US$52.46,53.02 and US$43.5569.69 per barrel, and the average fee we received in these years was US$77.33,38.54, US$45.59,49.19 and US$38.5464.72 per barrel of extracted oil, respectively. During the first quarter of 2018,2019, the Brent crude price was approximately US$68.8163.08 per barrel and our fee was approximately US$64.3758.83 per barrel of extracted oil. Because our activities are conducted in mature oil fields, which have been producing oil for over 100 years in the case of Block I, approximately 100 years in the case of Block III, approximately 95 years in the case of Block IV and for over 50 in the case of years Block V, our oil production depends primarily on the level of our drilling and production activities.

Our Pariñas gas processing plant has a long-term delivery and gas processing and fractionation contract with Empresa Eléctrica de Piura S.A. (“EEPSA”)(ENEL), a thermal power generation subsidiary of the Endesa group. Under this contract, EEPSAENEL delivers natural gas that it purchases from onshore and offshore gas producers in the Talara area. We are responsible for all operating costs of the gas processing plant but are entitled to keep revenues from the sale of all resulting natural gas liquids to third parties after delivery of all dry gas and payment of a variable royalty to EEPSA.ENEL. Approximately 75% of the total volume of natural gas processed by our Pariñas gas processing plant depend upon gas volumes demanded by EEPSAENEL for itsgas-fired turbines, which can vary significantly. The other 25%15% of the volume of natural gas is extracted from our Block I. Prices for natural gas liquids can also fluctuate significantly and are affected by market prices for crude oil. We processed 27.3 MMcf per day during 2014, 31.7 MMcf per day during 2015 and 33.2 MMcf per day during 2016, 30.57 MMcf per day during 2017 and 30.12 MMcf per day during 2018.These volumes vary per month and depend upon the power dispatch curve of EEPSAENEL among Peruvian power generation plants. In rainy months (December to April) where hydroelectric power generation in Peru is typically higher, gas volumes demanded by EEPSAENEL are lower than in dryer months (May to November) in which activity of thermal generators tends to be higher.

In connection with our fuel storage terminal business, under three operation contracts with Petroperu, we receive revenues related to monthly reserved volume in storage tanks for refined crude products (storage fee) and for volumes loaded and delivered into railroad cars or cistern trucks to each terminal (throughput fee). These fees are adjusted annually to account for U.S. inflation. Our fuel storage activities in the North and Central terminals are carried out under20-year contracts, which expire in 2034. Our contract for the operation of the South terminals was to expire in August 2017 but was extended for an additional year until August 2018.2018 and again in July 2018 until August 2019.

Awarding and Timing of Infrastructure Concessions and Government Contracts

The results of operations of our Infrastructure segment are affected by our ability to win new concessions and government contracts, which depend in part on government policies and our ability to compete effectively. As of December 31, 2016,2018, we have sevenhad six concessions as well as long-term government contracts in this segment. These include the concession for Via Expresa Sur, forwith respect to which contract negotiations are currently stalled,we recently received a letter from the Municipality of Lima in which the Municipality communicated its desire to terminate the concession, and the concession for Chavimochic, for which Chavimochic has requested the termination of the concession in light of the government’s failure to deliver the required lands for the project. Joint operations in which we participate have been awarded one additional concession for Via Expresa Javier Prado for the expansion of another major highway within the city of Lima. We cannot assure you that we will be able to negotiate the pending concessions on favorable terms or at all. A consortium led by Odebrecht Latinvest, in which we acquired a 20% stake in September 2015, was awarded the concession for the southern gas pipeline project in July 2014, however, the GSP gas pipeline concession was terminated by the Peruvian Ministry of Energy and Mines on January 24, 2017. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Our results in the operation and maintenance of infrastructure assets depend on our ability to obtain contracts from the government or infrastructure concessionaires, such as those in our Infrastructure segment, which depend on government policies and our ability to compete effectively. In 2016, we received two new contracts (Chiquibambilla and Chincaypuijio, each with Provías Nacional); and in 2017, we were awarded two new contracts (Cora Cora and C.V. Pasco, also with Provías Nacional). We typically obtain higher revenues from these contracts during the commencement of services as we bring the road to proper operating condition, and lower revenues at the end of the contract term as services wind down.

Our results in our Infrastructure segment are also affected by the timing of the commencement of operations under our concessions, as well as when we were required to undertake significant capital investments or major construction works under the terms of our concessions. Under our Norvial and Lima Metro concessions, we are required to undertake capital investments during the initial years of the concessions for which we are compensated throughout the term of the concessions by our toll rate in the case of the Norvial concession and tariffs in the case of the Lima Metro concession. Under our Survial, Canchaque and La Chira concessions, we generate revenues in our Infrastructure segment from our construction activities during thepre-operational phase, and once operations commence we generate revenues from fees related to operation and maintenance. Survial, Canchaque and La Chira have financed their construction costs through the sale of government certificates of construction to financial institutions at a discount from face value. Certificates of construction are negotiable instruments that the Peruvian government typically delivers upon completion of each stage of a project and which entitle the holder to receive payment from the government equal to the capital investment made in the corresponding stage upon completion of the entire project. Accordingly, the results of our Infrastructure segment may be affected by the discount rates obtained on the sale of government certificates of construction. For more information on our obligations and compensation under our concessions, see “Item 4.B. Information on the Company—Business Overview—Infrastructure.”

Real Estate

The results of operations of our Real Estate segment are driven by the number of units we develop and deliver in a reporting period, our mix of unit sales (affordable housing versus housing), unit prices, land purchase prices and our costs of construction. These results are also affected by a number of factors that may impact the Peruvian real estate sector as a whole, including: the availability of government subsidies for affordable housing; prices of suitable land in particular areas; regulation of real estate development imposed by national, regional and local laws and regulators, and the time required to obtain applicable construction permits and licenses; the unemployment rate and wage levels; prevailing interest rates and availability of financing; the supply in the market; the level of customer interest in our new projects; and our costs, such as the price of labor, materials, insurance, taxes and other public charges. We delivered 831, 835,934, 1,418 and 9341,276 units in 2014, 20152016, 2017 and 2016,2018, respectively.

The results of operations of our Real Estate segment are also significantly affected by our sales of land parcels. Due to the appreciation of land prices in Peru, and because we record our land holdings at book value (i.e., without marking to market), our recent land sales have resulted in high margins. Our board has approved the sale ofnon-strategic assets and, consequently, we have sold our interests in certain real estate projects as fully described in “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

In addition, the net profit attributable to controlling interests of our Real Estate segment is significantly affected by the financing and commercial arrangements we use to purchase land and to develop real estate projects. Depending on the level ofnon-controlling interests used to finance our real estate projects, our Real Estate segment tends to have significant net profit attributable tonon-controlling interests. See “—Results of Operations—General—Real Estate.”

Technical Services

The results of operations of our Technical Services segment, especially our activities relating to IT and electricity networks services, are affected by the economic growth of the countries in which we operate. As companies expand in response to economic growth, they tend to outsource certain activities in order to focus on their core businesses.

Our results in the operation and maintenance of infrastructure assets depend on our ability to obtain contracts from the government or infrastructure concessionaires, such as those in our Infrastructure segment, which depend on government policies and our ability to compete effectively. We had one of the contracts with a regional government terminated in 2014, which impacted our results of operations for the year.In 2015, we obtained four new contracts (Sullana, La Merced, Iacapal and Bappo) and in 2016 two new contracts (Chiquibambilla and Chincaypuijio) each with Provías Nacional. We typically obtain higher revenues from these contracts during the commencement of services as we bring the road to proper operating condition, and lower revenues at the end of the contract term as services wind down.

Critical Accounting Estimates and Judgments

For information on critical accounting estimates and judgments, see note 45 to our audited annual consolidated financial statements included in this annual report.

New Accounting Pronouncements, Amendments and Interpretations

For information on new accounting pronouncements, amendments and interpretations, see note 2.303.1 to our audited annual consolidated financial statements included in this annual report.

Results of Operations

General

Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies

Results of our subsidiaries, joint operations, joint ventures and associated companies are reflected in our financial results. We refer to our subsidiaries as those entities over which we exercise control. We consolidate the results of our subsidiaries in our financial statements and we reflect the profit corresponding to the minority interests in our subsidiaries under “profit attributable tonon-controlling interests” in our income statement. Our consolidation of the results of our subsidiaries include subsidiaries in which we have less than 50% of the equity. We refer to business activities in which we share control with unrelated entities as joint arrangements, including joint operations and joint ventures, which are typically conducted through an agreement with a third party to carry out specific projects. We contribute our assets to these projects and derive revenue from their use. In our financial statements we recognize, in relation to our interest in a joint operation, our assets and liabilities, including our share of any asset or liability we hold jointly with our partner, as well as our share of revenue and expense from the joint operation. We refer to our associated companies as those entities over which we have significant influence but do not control. We reflect the results of our associated companies and joint ventures under the equity method of accounting in our financial statements under the line item “share of the profit and loss in associates” in our income statement. For further information, including a list of our subsidiaries, joint operations, joint ventures and associated companies, see notes 5a, 5c6a, 6c and 1516 to our audited annual consolidated financial statements included in this annual report.

Intersegment Transactions

Some of our segments from time to time provide services to our other segments. In 2016,2018, we obtained 5.2%16.7% of the revenues in our E&C segment from the construction of La Chira waste water treatment plantthe expansion works of Line 1 at GyM Ferrovias; and the second stage of the highway at Norvial for our Infrastructure segment and the construction of real estate for our Real Estate segment; 37.7%30% of the revenues in our operation and

maintenance of infrastructure assets line of business derived from services provided to Norvial, Survial, Canchaque and the Lima Metro; and 6.6% of the revenues in our IT services line of business derived from IT and outsourcing services provided to several of our other lines of businesses.Metro. Accordingly, in such circumstances, the segment providing services recognizes revenues and the segment receiving such services recognizes costs of sales relating to the services provided. For example, in the case of La Chira, in which our E&C segment provides services to our Infrastructure segment, our E&C segment recognizes revenues and our Infrastructure segment recognizes costs of sales with respect to the fees charged by our E&C segment for those services. In consolidation, these intersegment revenues and cost of sales are eliminated in our financial results. Nonetheless, our Infrastructure segment, in particular, may recognize gross profits or losses based on the difference between the fees the segment charges in accordance with concession terms and costs it incurs relating to services provided by our other segments. For more information on our segments, see note 7 to our audited annual consolidated financial statements.statements included in this annual report.

Engineering and Construction

We obtain revenues in our E&C segment from the engineering and construction services we provide to our clients, which we recognize under thepercentage-of-completion method of accounting. For further information, see note 2.252.26 to our audited annual consolidated financial statements included in this annual report. We receive unrestricted client advances in a substantial majority of our E&C projects, on average equal to approximately 12%10% of the contract price in 2016,2018, which we record as an account payable. We typically invoice our clients on a periodic basis as each project progresses, deducting from the related advances on a proportional basis. For further information, see note 21 to our audited annual consolidated financial statements included in this annual report. Our cost of sales in our E&C segment includes labor, subcontractor expenses, materials, equipment, and project-specific general expenses.

Infrastructure

In our Infrastructure segment, we recognize revenues and cost of sales as follows:

(1) Toll Roads:

 

For Norvial, we obtain revenues for toll fees collected, minus deductions required to be transferred to the government as described in “Item 4.B. Information on the Company—Business Overview—Infrastructure—Principal Infrastructure Activities—Toll Roads—Norvial,” which we recognize upon receipt. Cost of sales for Norvial include fees paid to third parties (primarily our subsidiary Concar) for operation and maintenance services as well as the amortization of the road concession registered as an intangible asset in our financial statements; and

For Survial and Canchaque, we obtain revenues for routine and periodic maintenance services, which we recognize in the period in which the services are performed. Cost of sales for Survial and Canchaque include fees paid to third parties (primarily our subsidiary Concar) for operation and maintenance services. We do not recognize the Survial and Canchaque concessions as intangible assets and therefore do not amortize the concessions.

For further information, see notes 2.16(c)2.15(iii) and 1718to our audited annual consolidated financial statements included in this annual report.

(2) Mass Transit: We obtain revenues from our Lima Metro concession based on a tariff per kilometer traveled by our trains in operation in accordance with a schedule established in our concession agreement, which we recognize in the period in which the services are performed. Under the concession, the tariff is comprised of three components: (i) fees related to our operation and maintenance services; (ii) fees related to the Peruvian government’s repayment of the amounts we invest to purchase trains, ongoing capital expenditures and other infrastructure for the Peruvian government; and (iii) fees related to interest we charge to the Peruvian government in connection with the amounts we invest to purchase such trains, ongoing capital expenditures and other infrastructure. In 2016,2018, the fees related to items (i), (ii) and (iii) were S/.166.1.224 million, S/.9.4.10.9 million and S/.42.4.43 million, respectively. We only recognize in our income statement the portion of the tariff that relates to items (i) and (iii) We record the amounts paid by us that relate to item (ii) as long-term accounts receivables from the Peruvian government. Accordingly, tariff payments received relating to item (ii) reduce our accounts receivables but do not impact our income statement, and we do not amortize our investments in our income statement as our investment in the concession is recorded as an account receivable with the government rather than a depreciable investment.

We entered into the fourth addendum to the Lima Metro concession contract on July 11, 2016, in order to expand transportation capacity. In accordance with the fourth addendum, the expansion project will involve: (i) the purchase of 20 new trains; (ii) the purchase of 39 new cars; and (iii) the improvement and expansion of the existing infrastructure. As compensation for the investments of the expansion project, we will be entitled to receive the following: (i) an advance payment of 30% of each investment component; and (ii) the balance of 70% of each investment component, compensated through the annual payment for additional investments (pago anual por inversiones complementarias). We register the estimated compensation related to the direct cost in the income statement, plus a margin in the same period. In 2016,2018, the income related to the investment components was S/.32.1.278 million.

For further information, see note 1011 to our audited annual consolidated financial statements included in this annual report. Cost of sales for the Lima Metro include fees paid to third parties (primarily our E&C segment, our subsidiary Concar and other subcontractors) for construction and operation and maintenance services, energy, and our financing costs related to the purchase of trains.

(3) Water Treatment: We obtainobtained revenues from the engineering design and construction of La Chira waste water treatment plant, which we recognize based on thepercentage-of-completion method of accounting. OnceSince the plant began operating in August 2016, we obtain revenues only for operation and maintenance services, which we recognize in the period in which the services are performed. During the construction phase in 2015 and 2016, cost of sales for La Chira included fees paid to third parties, primarily our E&C segment, for engineering and construction services. During the operation phase, cost of sales for La Chira include personnel charges and maintenance of infrastructure.

(4) Energy: We obtain revenues from extraction services and license contracts related to oil and gas production, fuel storage services, and the sale of natural gas liquids derived from our gas processing and fractionation services, which we recognize in the period in which the services are performed and, in the case of sale of natural gas liquids, when the sale is made. Cost of sales for our energy line of business includes labor, materials, amortization of oil wells, depreciation of the gas plant, maintenance and general expenses.

(5) Operation and Maintenance of Infrastructure Assets: We obtain revenues from our operation and maintenance of infrastructure assets line of business for the operation and maintenance services we provide to the government and concessionaires (currently concessions within our Infrastructure segment), which we recognize in the period in which the services are performed. We receive unrestricted advances with respect to our service contracts with the government, that vary from approximately 10% to 30% of the contract price, which we record as an account payable. We typically invoice our clients on a periodic basis as the project progresses, deducting from the related advances on a proportional basis. For further information, see note 22 to our audited annual consolidated financial statements included in this annual report. Our cost of sales in this line of business includes personnel costs, services provided by third parties, machinery and other materials (primarily trucks), and depreciation of equipment utilized to provide services.

Real Estate

We obtain revenues in our Real Estate segment from sales of affordable housing and housing units, commercial buildings and land parcels, which we recognize at the time of delivery of the unit or building and, in the case of land parcels, at the time of the sale. We typicallypre-sell our affordable housing and housing units prior to and during construction, and use the related proceeds we receive to finance the construction of the units. Thesepre-sale funds are restricted and released from escrow to us periodically as construction

progresses. Our Real Estate cost of sales includes the cost to purchase land, costs of architectural design and construction (which usually includes payments to third parties, primarily our E&C segment), licensing and permit costs, personnel costs, and fees to third parties related to sanitation or electrical engineering. In 2016,2018, our cost of land that is allocated to units delivered during these periods amounted to S/.45.40.8 million. We recognize land purchases as inventory, and, accordingly, do notmark-to-market the value of our land for changes in fair value. For further information, see note 1415 to our audited annual consolidated financial statements included in this annual report.

In our Real Estate segment, we have significant net profit attributable tonon-controlling interests. We hold a significant portion of our land bank through Almonte in which we have a 50.4%50.45% interest, and we consolidate Almonte’s results in our financial statements. In addition, we undertake a significant number of our real estate projects through entities in which we may have a majority interest,co-equal interest or minority interest; when we have control over these entities, we consolidate their results in our financial statements regardless of whether we own a majority of the capital. Furthermore, in connection with our affordable housing projects, we generally partner with real estate investment funds and insurance companies that provide between 60% and 70% of the total capital required to purchase the land and cover certainpre-construction costs in exchange for equity in the project. Although we typically own a minority interest in these projects, we consolidate their results in our financial statements because we exercise control over the project. Accordingly, we reflect the profit corresponding to our real estate partners under net profit attributable tonon-controlling interests in our income statement. See “—Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies.”

Technical Services

In our Technical Services segment, we recognize revenues and cost of sales as follows:

(1) Operation and Maintenance of Infrastructure Assets: We obtain revenues from our operation and maintenance of infrastructure assets line of business for the operation and maintenance services we provide to the government and concessionaires (currently concessions within our Infrastructure segment), which we recognize in the period in which the services are performed. We receive unrestricted advances with respect to our service contracts with the government, that vary from approximately 10% to 30% of the contract price, which we record as an account payable. We typically invoice our clients on a periodic basis as the project progresses, deducting from the related advances on a proportional basis. For further information, see note 21 to our audited annual consolidated financial statements included in this annual report. Our cost of sales in this line of business includes personnel costs, services provided by third parties, machinery and other materials (primarily trucks), and depreciation of equipment utilized to provide services. Beginning on April 1, 2017, we have transferred Concar from our Technical Services segment to our Infrastructure segment.

(2) IT Services: We obtain revenues from our IT services line of business for IT and outsourcing services we perform for government and private sector clients, which we recognize in the period in which the services are performed. Our IT services cost of sales includes personnel costs, services provided by third parties, equipment and other materials, depreciation of equipment utilized to provide services, and amortization of software.

(3) Electricity Networks Services: We obtain revenues from the electrical services we provide to our clients, which we recognize in the period in which the services are performed. Our cost of sales in this line of business includes personnel costs, services provided by third parties, machinery and other materials (primarily trucks and meters), and depreciation of equipment utilized to provide services.

Comparison of Results of Operations of 20152017 and 20162018

The following table sets forth the components of our consolidated income statement for 20152017 and 2016.2018.

 

  Year ended December 31,       Year ended December 31,     
2015 Restated   2016   Variation   2017
Restated
   2018   Variation 
(in millions of S/.)   %   (in millions of S/.)   % 

Revenues

   7,815.5   6,469.6    (17.2)%    4,014.0    3,899.5    (2.9)% 

Cost of sales

   (7,165.5   (5,866.2   (18.1)%    (3,511.6   (3,225.0   (8.2)% 
  

 

   

 

     

 

   

 

   

Gross profit

   650.0   603.4    (7.2)%    502.4    674.5    34.3

Administrative expenses

   (413.4   (399.4   (3.4)%    (322.5   (278.4   (13.7)% 

Other income (expenses)

   57.4   (12.6   (122.0)%    (33.3   (61.2   (83.8)% 

Other (losses) gains, net

   (0.1   (0.7   NM    0.5    (0.1   (120.0)% 

Profit from sale of investments

   (8.3   46.3    NM    34.5        NM 
  

 

   

 

     

 

   

 

   

Operating profit

   285.6   237.0    (17.0)%    181.6    334.8    84.4

Financial (expense) income, net

   (138.7   (210.8   (52.0)%    (137.0   (197.1   43.9

Share of profit and loss in associates

   7.7   (589.7   NM    0.5    (3.7   NM 
  

 

   

 

     

 

   

 

   

Profit (loss) before income tax

   154.6   (563.5   NM    45.1    134.0    197.1

Income tax

   (99.0   111.8    NM    (46.3   (113.3   144.7
  

 

   

 

     

 

   

 

   

Net profit from continuing operations

   (1.2   20.7    NM 

Profit from discontinued operations

   210.4    36.8    (82.5)% 

Net profit (loss)

   55.6   (451.7   NM    209.2    57.5    (72.5)% 

Net profit (loss) attributable to controlling interest

   7.1   (509.7   NM    148.7    (83.2   (156.0)% 

Net profit attributable tonon-controlling interest

   48.5   58.1    19.8   60.5    140.6    132.4

Revenues

Our total revenues decreased by 17.2%2.9%, or S/.1,345.9.114.5 million, from S/.7,815.5.4,014 million for 20152017 to S/.6,469.6.3,899.5 million for 2016.2018. Revenues decreased due mainly to the lower number of projects under execution in the E&C segment. This was offset, in part, by the increase of revenues in our E&C segment as a resultthe Mass Transit business, which increased due to expansion works and the operation of the completionnew trains. In addition, there was an increase in maintenance of two large mining projects at the end of 2015 (Las Bambas and Cerro Verde), which were not fully compensated by new works at the GSP project in Peru and, to a lesser extent, works in Chile and Colombia. The 2016 presidential elections in Peru and the subsequent change in administration also contributed to lower activity levels in our E&C segment during 2016. Additionally, Stracon GyM completed one mining services contract for our E&C segment, which was not renewed, and had another contract reduced in scope. On the other hand, in the Infrastructure segment, revenues decreased mainly due to the timing of works on the second stage of the Norvial toll road and lower amount of maintenance works on the Survial highway. This reduction is partially offset by: theConcar, an increase in revenuescrude oil production (barrels per day) and higher oil prices. Revenues in the Real Estate segment which is the result ofreflected proceeds from the sale of land inby Almonte for S/.97.0 million in 2016 compared to S/.12.0 million in 2015, as well asand were adversely impacted by morefewer units being delivered in 2016 (938 units versus 835 units in the previous year), and the increase in revenues of the Technical Services segment due to the consolidation of Adexus acquisition as of August 2016 and higher revenues in CAM for the new contracts awarded during the year.

The following table sets forth a breakdown of our revenues by segment for 20152017 and 2016.2018.

 

  Year ended December 31,     Year ended December 31,   
  2015 Restated 2016 Variation   2017 2018 Variation 
  

(in millions

of S/.)

 % of Total 

(in millions

of S/.)

 % of Total %   

(in millions

of S/.)

 % of Total 

(in millions

of S/.)

 % of Total % 

Engineering and Construction

   5,829.4  74.6  4,159.5  64.3 (28.6)%    2,331.9  58.1 1,960.9  50.3 (15.9)% 

Infrastructure

   1,018.3  13.0  912.1  14.1 (10.4)%    1,447.9  36.1 1,883.3  48.3 30.1

Real Estate

   215.8  2.8  411.5  6.3 90.7   647.5  16.1 630.1  16.2 (2.7)% 

Technical Services

   1,152.5  14.7  1,401.8  21.7 21.6

Corporate

   70.5  0.9  62.1  1.0 (11.9)%    70.0  1.7 62.1  1.6 (11.3)% 

Eliminations

   (471.0 (6.0 (477.4 (7.4)%  1.3   (483.4 (12.0)%  (636.9 (16.3)%  31.8
  

 

  

 

  

 

  

 

  

 

 

Total

   7,815.5  100.0  6,469.6  100.0 (17.2)%    4,014.0   100.0  3,899.5   100.0  (2.9)% 

Cost of Sales

Our total cost of sales decreased by 18.1%8.2%, or S/.1,299.3.286.6 million, from S/.7,165.5.3,511.6 million for 20152017 to S/.5,866.2.3,255.0 million for 2016.2018. This decrease is mainly due to thea reduction ofin revenues.

Gross Profit

Our gross profit decreasedincreased by 7.2%34.3%, or S/.46.6.172.1 million, from S/.650.0.502.4 million for 20152017 to S/.603.4.674.5 million for 2016.2018. Our gross margin (i.e., gross profit as a percentage of revenues) for 20162018 was 9.3%17.3%, compared to 8.3%12.5% for 2015.2017. In 20152017, gross profit was impacted by losses incurred from a dispute with respect to an E&C contract with Hochschild Mining for the Inmaculada mining project and losses incurred because of the cancellation of the El Nuble hydroelectric plant project, for which our subsidiary Vial y Vives was carrying on civil works in Chile. In 2016, gross profit was impacted by the early termination of GSP construction consortium in our E&C segment by efficiencies in the projects under execution, in our Infrastructure segment by an increase in oil prices, and partially offset by the profit generatedin our Real Estate segment by the sale of land of AlmonteCuartel San Martín in our Real Estate segment.February 2017. During 2016,2018, gross profit was also impacted in our Infrastructure segment by expansion works and the decreaseoperation of new trains, in our E&C segment by an increase in oil price.prices, and in our Real Estate segment by the sale of land by Almonte. In our E&C Segment gross profit was also impacted by works we performed, but which were not accepted by the client and costs not recognized in the Talara refinery project.

The following table sets forth a breakdown of our gross profit by segment for 20152017 and 2016.2018.

 

  Year ended December 31,     Year ended December 31,   
  2015 Restated 2016 Variation   2017 2018 Variation 
  

(in millions

of S/.)

 % of Total 

(in millions

of S/.)

 % of Total %   

(in millions

of S/.)

 % of Total 

(in millions

of S/.)

 % of Total % 

Engineering and Construction

   312.8  48.1  224.6  37.2  (28.2)%    176.5  35.1 62.1  9.2 (64.8)% 

Infrastructure

   184.8  28.4  166.1  27.5  (10.1)%    260.2  51.8 350.6  52.0 34.7

Real Estate

   51.8  8.0  136.5  22.6  163.5   147.4  29.3 288.0  42.7 95.4

Technical Services

   178.3  27.4  171.8  28.5  (3.6)% 

Corporate

   (7.0 (1.0 (0.2 0.0  (97.1)%    (37.8 (7.5)%  (10.6 (1.6)%  72.0

Eliminations

   (70.7 (10.9 (95.5 -15.8  35.3   (43.8 (8.7)%  (15.6 (2.3)%  (64.4)% 
  

 

  

 

  

 

  

 

  

 

 

Total

   650.0  100.0  603.3  100.0 (7.2)%    502.4   100.0  674.5   100.0  34.3

Administrative Expenses

Our administrative expenses decreased by 3.4%13.7%, or S/.14.0.44.1 million, from S/413.4.322.5 million for 20152017 to S/.399.4.278.4 million for 2016.2018. This decrease is mainly due to a reduction of personnel in the E&C Segment and services provided by third parties principally relating to legal, accounting and tax consultancy. As a percentage of revenues, our administrative expenses increaseddecreased to 6.2%7.1% in 20162018 from 5.3%8.0% in 2015.2017.

Other Income (Expenses)

Our other income (expenses) decreased by 122.0%83.8%, or S/.70.0.27.9 million, from S/.57.4 million in income for 2015 to S/.12.6.33.3 million in expenses for 2016.2017 to S/.61.2 million in expenses for 2018. In 2015 our other income included the reversion of tax and labor provisions in connection with the acquisition of CAM, the sale of machinery, equipment and scrap and dividend payments from our subsidiary TGP, and in 2016,2017, our other income included the sale of machinery and equipment, price adjustments as well as the impairment of the Vial y Vives DSD brand. In 2018, our other income included a reversionprovision related tothe potential civil compensation in favor of legal and tax provisionsthe Peruvian state that may be required to pay in connection with the acquisition of Morelco, and extraordinary income from the settlement agreement reached in connection with the legal proceedinginvestigations related to the CollahuasiIIRSA South project concession (tranches II and III) and Tranches 1 and 2 of the Lima Metro in Chile.which our company and GyM have been included as civilly-responsible third parties as described under “Item 8A. Financial Information—Consolidated Financial Statements and Other Information—Legal and Administrative Proceedings.”

Profit from Sale of Investments

We registered aIn 2018, there was no profit from the sale of investments, compared to S/.46.3.34.5 million from the sale of the certain investments mainly the sale of our 1.64% stake in TGP in April 2016.2017.

Operating Profit

Our operating profit decreased 17.0%increased 8.4%, or S/.48.6.153.2 million, from S/.285.6.181.6 million for 20152017 to S/.237.0.334.8 million for 2016.2018. Our operating margin (i.e., operating profit as a percentage of revenues) was 3.7%8.6% for 20162018, compared to 4.5% for 2017. The increase in operating margin is primarily due to the increase in gross profit and 3.7% for 2015 as well.the reduction of administrative expenses explained above.

The following table sets forth a breakdown of our operating profit by segment for 20152017 and 2016.2018.

 

  Year ended December 31,     Year ended December 31,   
  2015 Restated 2016 Variation   2017 2018 2018 
  

(in millions

of S/.)

 % of Total 

(in millions

of S/.)

 % of Total %   (in millions
of S/.)
 Percentage
of Total
 (in millions
of S/.)
 Percentage
of Total
 Variation
%
 

Engineering and Construction

   54.2  19.0  (43.2 (18.2 (179.7   (58.1 (32.0)%  (87.5 (26.1)%  (50.6)% 

Infrastructure

   146.8  51.4  125.6  53.0  (14.4   202.5  111.5 283.0  84.5 39.8

Real Estate

   33.0  11.6  108.9  45.9  230.0    171.5  94.4 235.3  70.3 37.2

Technical Services

   70.3  24.6  57.1  24.1  (18.8

Corporate

   (25.8 (9.0 4.6  1.9  (117.8   (146.9 (80.9)%  (1.9 (0.6)%  (98.7)% 

Eliminations

   7.0  2.5  (15.9 (6.7 (327.1   12.7  7.0 25.1  7.5 97.6
  

 

  

 

  

 

  

 

  

 

 

Total

   285.6  100.0  237.1  100  (17.0   181.6   100.0  334.8   100.0  84.4

The following discussion analyzes our key results of operations on a segment basis. For further information on our business segments, see note 7 to our audited annual consolidated financial statements included in this annual report.

Engineering and Construction

The table below sets forth selected financial information related to our E&C segment.

 

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Revenue

   5,829.4    4,159.5    (28.6

Gross profit

   312.8    224.6    (28.2

Operating profit

   54.2    (43.2   (179.7
   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Revenues

   2,331.9    1,960.9    (15.9)% 

Gross profit

   176.5    62.1    (64.8)% 

Operating profit (loss)

   (58.1   (87.5   (50.6)% 

Revenues. Our E&C revenues decreased 28.6%15.9%, or S/.1,669.9.371.0 million, from S/.5,829.4.2,331.9 million for 20152017 to S/.4,159.5 million.1,960.9 for 2016. This2018.

The decrease is the resultdue to fewer projects under execution resulting from lower levels of the completion of two large mining projects at the end of 2015 (Las Bambas and Cerro Verde), which were not fully compensated by the works at the GSP projectprivate investment in Peru and, to a lesser extent, works in Chile and Colombia. Additionally, Stracon GyM completed one mining services contract for our E&C segment, which was not renewed, and had another contract reduced in scope. The 2016 presidential elections in Peru and the subsequent change in administration also contributed to lower activity levels in our E&C segment during 2016.

Peru. The following tables set forth variations in our E&C revenues by business activities, types of contracts andend-markets:

 

  Year ended December 31, 
  (in millions of S/.)   Year ended December 31, 
  2015       2016       Variation   2017   2018 
      %       %   %   %   % 

Engineering services

   169.3    2.9    128.1    3.1    (24.4   8.4    9.4 

Electromechanic construction

   1,603.2    27.6    1,343.3    32.2    (16.2   31.2    22.4 

Civil construction

   1,360.1    23.3    1,029.9    24.8    (24.3   49.8    52.4 

Building construction activities

   10.6    8.8 

Other Services

   —      7.1 
  

 

   

 

 

Total

   100.0    100.0 

   Year ended December 31, 
   (in millions of S/.) 
   2015 Restated       2016       Variation 
       %       %   % 

Contract mining

   2,066.4    35.4    1,222.2    29.4    (40.9

Building construction activities

   630.4    10.8    436.0    10.5    (30.8
  

 

 

   

 

 

   

 

 

   

 

 

   

Total

   5,829.4    100.0    4,159.5    100.0   

   Year ended December 31, 
   2015 Restated   2016 
   %   % 

Cost + fee

   28.0    32.0 

Unit price

   49.0    25.6 

Lump sum

   11.0    35.1 

EPC contracts

   12.0    7.3 
  

 

 

   

 

 

 

Total

   100.0    100.0 

   Year ended December 31, 
   2015 Restated   2016 
   %   % 

Mining

   60.1    38.3 

Real estate buildings

   9.0    11.0 

Power

   10.0    12.6 

Oil and gas

   15.9    30.9 

Transportation

   3.0    3.9 

Water and sewage

   2.0    3.1 

Other end markets

   —      0.2 
  

 

 

   

 

 

 

Total

   100.0    100.0 
   Year ended December 31, 
   2017   2018 
   %   % 

Cost + fee

   1.6    1.0 

Unit price

   42.9    41.0 

Lump sum

   47.3    38.9 

EPC contracts

   8.2    19.1 
  

 

 

   

 

 

 

Total

   100.0    100.0 
   Year ended December 31, 
   2017   2018 
   %   % 

Mining

   24.1    23.0 

Real estate buildings

   10.8    9.1 

Power

   —      1.8 

Oil and gas

   31.4    40.6 

Transportation

   22.9    21.6 

Water and sewage

   2.0    1.3 

Other end markets

   8.7    2.6 
  

 

 

   

 

 

 

Total

   100.0    100.0 

The breakdown of E&C revenues by different business activities, types of contracts andend-markets tends to vary from period to period due to a variety of factors, including the timing of the execution of larger projects in any particular period, which is typically outside of our control.

Gross Profit. Our E&C gross profit decreased 28.2%64.8%, or S/.88.2.114.4 million, from S/.312.8.176.5 million for 20152017 to S/.224.6.62.1 million for 2016.2018. Our E&C gross margin for 20152018 was 5.4% and3.2% compared to 7.6% for 2016 was 5.4% as well. The decrease2017. This reduction in our E&C gross profit was mainly due to a decline in revenues and the impact of the early termination of the GSP construction consortium.

Operating Profit. Our E&C operating profit decreased 179.7%, or S/.97.4 million, from S/.54.2 million profit for 2015 to S/.43.2 million loss for 2016, due to reduction of gross profit, partially offsetworks we performed, but which were not accepted by the decreaseclient and additional costs and expenses not recognized in administrative expenses, related to a reductionthe Talara refinery project as well as the deterioration of personnel and lower expenses relating to bid proposals. Our E&C operating margin was 1.0 for 2016 compared to 0.9% for 2015.accounts receivable.

Other income (expenses). Other income (expenses) increased in our E&C segment, from S/.30.8 million income for 2015 to S/.9.2.46.5 million in expenses in 2016,2017 to S/.13.5 million in expenses for 2018, mainly due to the sale of machinery and equipment, the sale of the stake in one consortium, partially offset by the provision for potential civil compensation in favor of the Peruvian state that may be required to pay in connection with the investigations related to the IIRSA South project concession (tranches II and III) and Tranches 1 and 2 of the Lima Metro in which our company and GyM have been included as civilly-responsible third parties as described under “Item 8A. Financial Information—Consolidated Financial Statements and Other Information—Legal and Administrative Proceedings”.

Operating Profit (loss). Our E&C operating profit decreased S/.29.4 million, from a S/.(58.1) million loss for 2017 to a S/.(87.5) million loss for 2018, due to the reduction of gross profit and partially offset by the reduction of administrative expenses as a consequences of the reduction of personnel. Our E&C operating margin was (4.5)% for 2018, compared to (2.5)% for 2017.

Infrastructure

The table below sets forth selected financial information related to our Infrastructure segment.

   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Revenues

   1,447.9    1,883.3    30.1

Gross profit

   260.2    350.6    34.7

Operating profit

   202.5    283.0    39.8

Revenues. The table below sets forth the breakdown of our Infrastructure revenues by principal lines of business.

   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Toll Roads

   263.8    280.8    6.4

Mass Transit

   365.8    586.3    60.3

Water Treatment

   3.2    3.3    3.1

Energy

   436.9    560.5    28.3

Operation and Maintenance of Infrastructure Assets

   378.3    452.3    19.6

Total

   1,447.9    1,883.3    30.1

Our Infrastructure revenues increased 30.1% or S/.435.4 million, from S/.1,447.9 million for 2017 to S/.1883.3 million for 2018. The variation in our Infrastructure revenues principally reflected the following:

Toll Roads: a 6.4%, or S/.17 million, increase in revenues, from S/.263.8 million for 2017 to S/.280.8 for 2018, primarily due to the increase in traffic and more maintenance works;

Mass Transit: a 60.3%, or S/.220.5 million, increase in revenues, from S/.365.8 million for 2017 to S/.586.3 million for 2018, primarily due to the revenues recognized for the advance of the construction of the infrastructure expansion and the operation of new trains;

Water Treatment: a 3.1%, or S/.0.1 million, increase in revenues, from S/.3.2 million for 2017 to S/.3.3 million for 2018, primarily due to the larger volume of treated wastewater during 2018 compared to 2017;

Energy:a 28.3%, or S/.123.6 million, increase in revenues, from S/.436.9 million for 2017 to S/.560.5 million for 2018, primarily due to an increase in our barrel daily production (3,651 barrel daily production in 2018 versus 3,140 barrel daily production in 2017), and better results in our fuel terminals business (3.9 MM barrels in storage per month in 2018 versus 3.39 MM barrels in storage per month in 2017, and 3.35 MM barrels dispatched per month in 2018 versus 3.43 MM barrels dispatched per month in 2017). Additionally, gas processing levels in our gas processing plant were lower (30.12 MMcf per day in 2018 to 30.57 MMcf per day in 2017), and the prices of liquefied petroleum gas (“LPG”) increased from US$48.18/bbl in 2017 to US$59.36 in 2018. The price of HAS (CGN) went from US$49.44/bbl in 2017 to US$59.36 in 2018; and

Operation and Maintenance of Infrastructure Assets: a 19.6%, or S/.74.0 million, increase in revenues, from S/.378.3 million for 2017 to S/.452.3 million for 2018, due to new contracts awarded during 2017 that initiated works in 2018.

Gross Profit. The table below sets forth the breakdown of our Infrastructure gross profit by principal lines of business.

   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Toll Roads

   89.9    70.5    (21.6)% 

Mass Transit

   48.7    122.6    151.7

Water Treatment

   0.4    0.6    50.0

Energy

   71.8    120.4    67.7

Operation and Maintenance of Infrastructure Assets

   49.3    36.6    (25.8)% 

Total

   260.2    350.6    34.7

Our Infrastructure gross profit increased 34.7%, or S/.90.4 million, from S/.260.2 for 2017 to S/.350.6 million for 2018. Our Infrastructure gross margin was 18.6% for 2018 and 18% for 2017 as well. The variation in our Infrastructure gross profit principally reflected the following:

Toll Roads: a 21.6%, or S/.19.4 million, decrease in gross profit, from S/.89.9 million for 2017 to S/.70.5 million for 2018. Our toll roads gross margin decreased from 34.1% for 2017 to 25.1% for 2018 as a consequence of the amortization of the investment made in the Norvial toll road during 2017;

Mass Transit: a 151.7%, or S/.73.9 million, increase in gross profit, from S/.48.7 million for 2017 to S/.122.6 million for 2018, primarily due to the expansion works and the operation of new trains. Our gross margin for 2018 was 20.9%, compared to 13.3% in 2017.

Water Treatment: a 50%, or S/.0.2 million, increase in gross profit for 2018, from S/.0.4 million gross profit for 2017 to S/.0.6 million gross profit for 2018, due to the larger volume of treated wastewater during 2018 compared 2017. Our water treatment gross margin was 18.2% for 2018, compared to 12.5% for 2017;

Energy: a 67.7%, or S/.48.6 million, increase in gross profit, from S/.71.8 million for 2017 to S/.120.4 million for 2018, primarily due to the increase in the price of oil from US$52.84 in 2017 to US$69.29 in 2018. Our energy gross margin was 21.5% for 2018, compared to 16.4% for 2017; and

Operation and Maintenance of Infrastructure Assets: a 25.8%, or S/.12.7 million, decrease in gross profit, from S/.49.3 million for 2017 to S/.36.6 million for 2018, due to the impairment of provisions as the result of the passage of time of the Red Vial 1 Road and the Red Vial 3 Road, two contracts with the regional government of Cuzco, Peru. Our operation and maintenance of infrastructure assets gross margin was 8.1% for 2018, compared to 13.0% for 2017.

Operating Profit.The table below sets forth the breakdown of our Infrastructure operating profit by principal lines of business.

   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Toll Roads

   80.1    59.4    (25.8)% 

Mass Transit

   33.4    110.6    231.1

Water Treatment

   0.1    0.3    200.0

Energy

   61.1    100.7    64.8

Operation and Maintenance of Infrastructure Assets

   27.7    12.1    (56.3)% 

Total

   202.5    283.0    39.8

Our Infrastructure operating profit increased 39.8%, or S/.80.5 million, from S/.202.5 million for 2017 to S/.283.0 million for 2018. Our Infrastructure operating margin was 15.0% for 2018, compared to 14.0% for 2017. The variation in our Infrastructure operating profit principally reflected the following:

Toll Roads: a 25.8%, or S/.20.7 million, decrease in operating profit, from S/.80.1 million for 2017 to S/.59.4 million for 2018, primarily due to the reduction of gross profit and an increase in administrative expenses due to extraordinary legal expenses in respect of a road accident. Our toll roads operating margin was 21.2% for 2018, compared to 30.4% for 2017;

Mass Transit: a 231.1%, or S/.77.2 million, increase in operating profit, from an operating profit of S/.33.4 million for 2017 to S/.110.6 million for 2018, primarily due to the increase in gross profit and the reduction of administrative expenses compared to 2017, including due to extraordinary legal expenses related to arbitrages and a fine from the Peruvian tax authority (SUNAT). Our mass transit operating margin for 2018 was 18.9%, compared to 9.1% for 2017;

Water Treatment: a 200%, or S/.0.2 million, increase in operating profit, from an operating profit of S/.0.1 million in 2017 to an operating profit of S/.0.3 in 2018, mainly due to the increase in gross profit and the reduction of administrative expenses as in 2017 there were extraordinary expenses for studies made for a potential expansion of the plant. Our water treatment operating margin for 2018 was 9.1%, compared to 3.1% for 2017;

Energy: a 64.8%, or S/.39.6 million, increase in operating profit, from S/.61.1 million for 2017 to S/.100.7 million for 2018, primarily due to the increase in gross profit partially offset by an increase in administrative expenses as a consequence of an increase in services provided by third parties related to IT, accounting and tax consultancy. Our Energy operating margin was 18.0% for 2018, compared to 14.0% for 2017; and

Operation and Maintenance of Infrastructure Assets: a S/.56.3%, or S/.15.6 million decrease in operating profit, from a S/.27.7 million profit in 2017 to a S/.12.1 million profit for 2018, primarily due to the amortization of an intangible assets that had resulted from the purchase of an asset. Our Operation and Maintenance of Infrastructure Assets operating margin was 2.7% for 2018, compared to 7.3% for 2017.

Real Estate

The table below sets forth selected financial information related to our Real Estate segment.

   Year ended December 31,     
   2017   2018   Variation 
   (in millions of S/.)   % 

Revenues

   647.5    630.1    (2.7)% 

Gross profit

   147.4    288.0    95.4

Operating profit

   171.5    235.3    37.2

Revenues. Our Real Estate revenues decreased 2.7%, or S/.17.4 million, from S/.647.5 million for 2017 to S/.630.1 million for 2018. The decrease is primarily due to fewer units delivered in 2018 (1,278 units in 2018 and 1,418 units in 2017). In addition, revenues in 2017 and 2018 were impacted by the sale of Cuartel San Martin in February 2017 for US$50.0 milllion and the sale of land by Almonte in May 2018 for US$92.7 million, respectively.

Gross Profit. Our Real Estate gross profit increased 95.4%, or S/.140.6 million, from S/.147.4 million for 2017 to S/.288.0 million for 2018, mainly as a result of the sale of land by Almonte. Our Real Estate gross margin was 45.7% for 2018, compared to 22.8% for 2017.

Operating Profit. Our Real Estate operating profit increased 37.2%, or S/.63.8 million, from S/.171.5 million for 2017 to S/.235.3 million for 2018, primarily as a result of the increase in gross profit due to the sale of land by Almonte in May 2018.

Financial (Expense) Income, Net

Our net financial expense increased S/.60.0 million from net financial expense of S/.137.0 million in 2017 to net financial expenses of S/.197.1 million in 2018. Excluding foreign exchange differences, our net financial expense increased 21.8%, or S/.31.1 million, from net financial expense of S/.142.6 million for 2017 to net financial expense of S/.173.8 million for 2018, due to a financial discount applied to the long term account receivable of GSP (see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments”), an increase in rates and bank commissions, and the accrual of interest for the beginning of the operations of the second road of Norvial, partially offset by the financial income from the sale of U.S. dollar-denominated obligations of the Peruvian government (CRPAOs) related to the financing of the expansion of Line One of the Lima Metro. Our net exchange difference decreased S/.28.9 million, from a profit of S/.5.6 million for 2017 to a loss of S/.23.3 million for 2018. This decrease is due to depreciation of the sol.

Share of Profit and Loss in Associates

Our share of profit and loss in associates decreased S/.4.2 million, from a profit of S/.0.5 million in 2017 to a loss of S/.3.7 million in 2018, primarily due to the profit from the sale of COGA for S/.4.4 million in 2017.

Income Tax

Our income tax increased S/.67.0 million, from S/.46.3 million for 2017 to S/.113.3 million for 2018. This increase in income tax was primarily due to an increase in profit before tax. Our effective tax rates for 2017 and 2018 were 84.6% and 102.6%, respectively, due to morenon-deductible expenses, such as the provision of certain civil compensation.

Net Profit

Our net profit decreased 72.5%, or S/.151.7 million, from a S/.209.2 million profit for 2017 to a S/.57.5 million profit in 2018. Net profit attributable to controlling interests decreased 156.0%, while net profit attributable tonon-controlling interests increased 132.4%. Net profit attributable tonon-controlling interests increased primarily due to the sale of land by Almonte in May 2018. See “—General—Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies.”

Comparison of Results of Operations of 2016 and 2017

The following table sets forth the components of our consolidated income statement for 2016 and 2017.

   Year ended December 31,     
   2016   2017
Restated
   Variation 
   (in millions of S/.)   % 

Revenues

   4,137.3    4,014.0    (3.0)% 

Cost of sales

   (3,821.2   (3,511.6   (8.1)% 
  

 

 

   

 

 

   

Gross profit

   316.1    502.4    58.9

Administrative expenses

   (278.3   (322.5   15.9

Other income (expenses)

   (21.9   (33.3   52.1

Other (losses) gains, net

   (0.5   0.5    (200.0)% 

Profit from sale of investments

   46.3    34.5    (25.5)% 
  

 

 

   

 

 

   

Operating profit

   61.7    181.6    194.3

Financial (expense) income, net

   (179.8   (137.0   (23.8)% 

Share of profit and loss in associates

   (590.1   0.5    (100.1)% 
  

 

 

   

 

 

   

Profit before income tax

   (708.2   45.1    (106.4)% 

Income tax

   152.2    (46.3   (130.4)% 

Net Profit from continuing operations

   (556.0   (1.2   (99.8)% 

Profit from discontinued operation

   104.4    210.4    101.5

Net Profit (loss)

   (451.6   209.2    (146.3)% 

Net Profit attributable to controlling interest

   (509.7   148.7    (129.2)% 

Net Profit attributable tonon-controlling interest

   58.1    60.5    4.1

Revenues

Our total revenues decreased by 3.0 %, or S/.123.3 million, from S/.4,137.3 million for 2016 to S/.4,014.0 million for 2017. Revenues decreased due mainly to a reduction of revenues in the E&C segment as a consequence of fewer projects under execution. This was offset, in part, by an increase in revenues of GMP due to an increase in the average price of oil, as well as an increase in production. Revenues in the Mass Transit business increased due to expansion works, along with major maintenance works by Survial and new contracts awarded during 2016 that initiated works in 2017 for Concar. Revenues in the Real Estate segment increased due to the sale of Cuartel San Martín and also due to an increase in units delivered.

The following table sets forth a breakdown of our revenues by segment for 2016 and 2017.

   Year ended December 31,    
   2016  2017  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   2,936.8   71.0  2,331.9   58.1  (20.6)% 

Infrastructure

   1,174.8   28.4  1,447.9   36.1  23.2

Real Estate

   411.5   9.9  647.5   16.1  57.4

Corporate

   62.1   1.5  70.0   1.7  12.7

Eliminations

   (447.9  (10.8)%   (483.4  (12.0)%   7.9
  

 

 

  

 

 

  

 

 

  

 

 

  

Total

   4,137.3   100.0  4,014.0   100.0  (3.0)% 

Cost of Sales

Our total cost of sales decreased by 8.1%, or S/. 309.6 million, from S/.3,821.2 million for 2016 to S/.3,511.6 million for 2017. This decrease is mainly due to the reduction of revenues.

Gross Profit

Our gross profit increased by 58.9% or S/.186.3 million, from S/.316.1 million for 2016 to S/.502.4 million for 2017. Our gross margin (i.e. gross profit as a percentage of revenues) for 2017 was 12.5% compared to 7.6 % for 2016. In 2016, gross profit was impacted by the early termination of GSP construction consortium in our E&C segment and partially offset by the profit generated by the sale of land of Almonte in our Real Estate segment. During 2016, gross profit was also impacted in our Infrastructure segment by the decrease in oil price. During 2017, gross profit was impacted in our E&C segment by efficiencies in the projects under execution, in our Infrastructure Segment by an increase in oil price, in our Real Estate segment by the sale of Cuartel San Martín.

The following table sets forth a breakdown of our gross profit by segment for 2016 and 2017.

   Year ended December 31,    
   2016  2017  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   60.2   19.0  176.5   35.1  193.2

Infrastructure

   211.4   66.9  260.2   51.8  23.1

Real Estate

   136.5   43.2  147.4   29.3  8.0

Corporate

   (0.2  (0.1)%   (37.8  (7.5)%   NM 

Eliminations

   (91.9  (29.1)%   (43.8  (8.7)%   (52.3)% 
  

 

 

  

 

 

  

 

 

  

 

 

  

Total

   316.1   100.0  502.4   100.0  58.9

Administrative Expenses

Our administrative expenses increased by 15.9 %, or S/.44.2 million, from S/.278.3 million for 2016 to S/.322.5 million for 2017. This increase is mainly due to an increase in services provided by third parties principally relating to legal, accounting and tax consultancy. As a percentage of revenues, our administrative expenses increased to 8 % in 2017 from 6.7% in 2016.

Other Income (Expenses)

Our other income (expenses) increased by 52.1%, or S/.11.4 million, from S/.21.9 million in expenses for 2016 to S/.33.3 million in expenses for 2017. In 2016, our other income included the sale of machinery and equipment, price adjustments as well as a reversion of legal and tax provisions in connection with the acquisition of Morelco, and extraordinary income from the settlement agreement reached in connection with the legal proceeding related to the Collahuasi project in ChileChile. In 2017, our other income included the sale of machinery and equipment, as well as the impairment of the Vial y Vives DSD brand.

Profit from Sale of Investments

We registered a profit of S/.34.5 million from the sale of the certain investments, mainly due to the sales of Red Eagle Mining, PRINSUR and COGA in 2017.

The following table sets forth a breakdown of our operating profit by segment for 2016 and 2017.

Operating Profit

Our operating profit increased 194.3%, or S/.119.9 million, from S/.61.7 million for 2016 to S/.181.6 million for 2017. Our operating margin (i.e., operating profit as a percentage of revenues) was 4.5% for 2017 compared to 1.5% for 2016. The increase in operating margin is primarily due to the increase in profit from the sales of investments and, to a lesser extent, to the increase in gross profit.

   Year ended December 31,    
   2016  2017  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   (166.1  (269.2)%   (58.1  (32.0)%   (65.0)% 

Infrastructure

   146.1   236.8  202.5   111.5  38.6

Real Estate

   108.9   176.5  171.5   94.4  57.5

Corporate

   4.4   7.1  (146.9  (80.9)%   NM 

Eliminations

   (31.6  (51.2)%   12.7   7.0  (140.2)% 

Total

   61.7   100.0  181.6   100.0  194.3

The following discussion analyzes our key results of operations on a segment basis. For further information on our business segments, see note 7 to our audited annual consolidated financial statements included in this annual report.

Engineering and Construction

The table below sets forth selected financial information related to our E&C segment.

   Year ended December 31,     
   2016   2017   Variation 
   (in millions of S/.)   % 

Revenues

   2,936.8    2,331.9    (20.6)% 

Gross profit

   60.2    176.5    193.2

Operating profit

   (166.1   (58.1   (65.0)% 

Revenues. Our E&C revenues decreased 20.6%, or S/.604.9 million, from S/.2,936.8 million for 2016 to S/.2,331.9 million for 2017.

The reduction is due to fewer projects under execution resulting from lower levels of private investment in Peru. The following tables set forth variations in our E&C revenues by business activities, types of contracts andend-markets:

   Year ended December 31, 
   2016   2017 
   %   % 

Engineering services

   4.5    8.4 

Electromechanic construction

   44.6    31.2 

Civil construction

   35.5    49.8 

Building construction activities

   15.3    10.6 

Other Services

   —      —   
  

 

 

   

 

 

 

Total

   100.0    100.0 
   Year ended December 31, 
   2016   2017 
   %   % 

Cost + fee

   3.6    1.6 

Unit price

   16.9    42.9 

Lump sum

   79.5    47.3 

EPC contracts

       8.2 
  

 

 

   

 

 

 

Total

   100.0    100.0 
   Year ended December 31, 
   2016   2017 
   %   % 

Mining

   10.7    24.1 

Real estate buildings

   15.9    10.8 

Power

   5.1     

Oil and gas

   54.0    31.4 

Transportation

   5.2    22.9 

Water and sewage

   4.6    2.0 

Other end markets

   4.6    8.7 
  

 

 

   

 

 

 

Total

   100.0    100.0 

The breakdown of E&C revenues by different business activities, types of contracts andend-markets tends to vary from period to period due to a variety of factors, including the timing of the execution of larger projects in any particular period, which is typically outside of our control.

Gross Profit. Our E&C gross profit increased 193.2%, or S/.116.3 million, from S/.60.2 million for 2016 to S/.176.5 million for 2017. Our E&C gross margin for 2017 was 7.6% compared to 2.0% for 2016. This increase in our E&C gross profit was mainly due to efficiencies implemented in the different projects under execution.

Other income (expenses). Other income (expenses) increased in our E&C segment, from S/.14.2 million in expenses for 2016 to a S/.46.5 million expenses in 2017, mainly because while this item usually includes sales of machinery and equipment, in 2017, it also included the impairment of the Vial y Vives DSD brand.

Operating Profit. Our E&C operating profit increased S/.108.0 million, from a S/.166.1 million loss for 2016 to a S/.58.1 million loss for 2017, due to an increase of gross profit, a reduction of administrative expenses, related to a reduction of personnel and lower expenses relating to bid proposals, and the reversionprofit from the sale of legal and tax provisions in connection with the acquisitionshares of Morelco.Red Eagle Mining owned by Stracon GyM. Our E&C operating margin was (2.5)% for 2017 compared to (5.7)% for 2016.

In addition, our E&C segment had a S/.0.3 million profit in 2017, compared to a S/.5.7 million in expensesloss in 2016, compared to S/.9.3 million in income in 2015, relating to minority interests held by Vial y Vives in several of its projects undertaken in Chile, as well as the minority participation of GyM in Viva GyM reflected under “share of profit and loss in associates” in our audited annual consolidated financial statements.

Infrastructure

The table below sets forth selected financial information related to our Infrastructure segment.

 

  Year ended December 31,       Year ended December 31,     
  2015 Restated   2016   Variation   2016   2017   Variation 
  (in millions of S/.)   %   (in millions of S/.)   % 

Revenue

   1,018.3    912.1    (10.4   1,174.8    1,447.9    23.2 

Gross profit

   184.8    166.1    (10.1   211.4    260.2    23.1 

Operating profit

   146.8    125.6    (14.4   146.1    202.5    38.6 

Revenues. The table below sets forth the breakdown of our Infrastructure revenues by principal lines of business.

 

  Year ended December 31,       Year ended December 31,     
  2015 Restated   2016   Variation   2016   2017   Variation 
  (in millions of S/.)   %   (in millions of S/.)   % 

Toll Roads

   394.5    264.4    (33.0   264.4    263.8    (0.2

Mass Transit

   206.5    247.0    19.6    247.0    365.8    48.1 

Water Treatment

   28.0    18.5    (33.9   18.5    3.2    (82.7

Energy

   389.4    382.2    (1.8   382.2    436.9    14.3 

Operation and Maintenance of Infrastructure Assets

   262.7    378.3    44.0 
  

 

   

 

   

 

   

 

   

 

   

Total

   1,018.3    912.1    (10.4   1,174.8    1,447.9    23.2 

Our Infrastructure revenues decreased 10.4%increased 23.2% or S/.106.2.273.1 million, from S/.1,018.3.1,174.8 million for 20152016 to S/.912.1.1,447.9 million for 2016.2017. The variation in our Infrastructure revenues principally reflected the following:

 

  

Toll Roads: a 33.0%0.2%, or S/.130.1.0.6 million, decrease in revenues, from S/.394.5 million for 2015 to S/.264.4 million for 2016 to S/.263.8 million for 2017, primarily due to the timing of the work for the second stage of the Norvial toll road and a decreasepartially offset by an increase in revenues in Survial due to lessmore maintenance works executed on the road;

 

  

Mass Transit: a 19.6%48.1%, or S/.40.5.118.8 million, increase in revenues, from S/.206.5 million for 2015 to S/.247.0 million for 2016 to S/.365.8 million for 2017, primarily due to the revenues recognized for the advance of the construction of the infrastructure expansion;

 

  

Water Treatment: a 33.9%82.7%, or S/.9.5.15.3 million, decrease in revenues, from S/.28.0 million for 2015 to S/.18.5 million for 2016 to S/.3.2 million for 2017, primarily due to conclusion of the construction works of the La Chira waste water treatment plant. The operation of the plant started in the second quarter of 2016; and

 

  

Energy:a 1.8%14.3%, or S/.7.2.54.7 million, decreaseincrease in revenues, from S/.389.4 million for 2015 to S/.382.2 million for 2016 to S/.436.9 million for 2017, primarily due to a reductionan increase in our barrel daily production (2,756(3,140 barrel daily production in 20162017 versus 3,3562,756 in 2015)2016), as well as a decreasean increase in international oil prices (average price per basket of oils of US$52.84 bbl in 2017 versus US$41.8 bbl in 2016 versus US$50.9 bbl in 2015)2016), partially offset byand better results in our fuel terminals business (3.18(3.39 MM barrels in storage per month in 2017 versus 3.18 MM barrels in storage per month in 2016, versus 3.12and 3.43 MM barrels dispatched per month in storage in 2015, and2017 versus 3.34 MM barrels dispatched per month in 2016 versus 3.19 MM barrels dispatched per month in 2015), the fact that operations in Blocks III and IV commenced in April 2015 and higher2016). Additionally, even though gas processing levels atin our gas processing plant which increased from 31.7were lower (33.2 MMcf per day in 20152016 to 33.230.57 MMcf per day in 2016.2017), this was partially offset by the increase in prices of liquefied petroleum gas (“LPG”). The price of LPG went from US$41.87/bbl in 2016 to US$48.18/bbl in 2017 and the price of HAS (CGN) went from US$35.64/bbl in 2016 to US$49.44/bbl in 2017; and

Operation and Maintenance of Infrastructure Assets: a 44.0%, or S/.115.6 million, increase in revenues, from S/.262.7 million for 2016 to S/.378.3 million, due to new contracts awarded during 2016 that initiated works in 2017.

Gross Profit. The table below sets forth the breakdown of our Infrastructure gross profit by principal lines of business.

 

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Toll Roads

   78.5    75.8    (3.4)% 

Mass Transit

   40.5    42.5    4.9

Water Treatment

   2.2    5.7    159.1

Energy

   63.5    42.1    (33.7)% 
  

 

 

   

 

 

   

 

 

 

Total

   184.7    166.1    (10.1)% 

   Year ended December 31,     
   2016   2017   Variation 
   (in millions of S/.)   % 

Toll Roads

   75.8    89.9    18.6 

Mass Transit

   42.5    48.7    14.6 

Water Treatment

   5.7    0.4    (93.0

Energy

   42.1    71.8    70.5 

Operation and Maintenance of Infrastructure Assets

   45.3    49.3    8.8 
  

 

 

   

 

 

   

Total

   211.4    260.2    23.1 

Our Infrastructure gross profit decreased 10.1%increased 23.1%, or S/.18.6.48.8 million, from S/.184.7.211.4 million for 20152016 to S/.166.1 million.260.2 for 2016.2017. Our Infrastructure gross margin was 18.2%18% for 2017 and 18% for 2016 compared to 18.1% for 2015.as well. The variation in our Infrastructure gross profit principally reflected the following:

 

  

Toll Roads:Roads: a 3.4%18.6%, or S/.2.7.14.1 million, decreaseincrease in gross profit, from S/.78.5 million for 2015 to S/.75.8 million for 2016. Even though the gross profit decreased, due2016 to the lower construction activities in Norvial, ourS/.89.9 million for 2017. Our Toll Roads gross margin increased from 19.9% for 2015 to 28.7% for 2016 to 34.1% for 2017, as a consequence of a lesser impact on gross profit from lowerthe fewer construction activities in Norvial, because these activitiesworks that have lower margins;margins during 2017;

 

  

Mass Transit:Transit: a 4.9%14.6%, or S/.2.0.6.2 million, increase in gross profit, from S/.40.5.42.5 million for 20152016 to S/.42.5.48.7 million gross profit for 2016,2017, primarily due to the profit registered for the construction of the infrastructure expansion.more expansion works in 2017. Our gross margin for 20162017 was 30.8%13.3%, compared to 7.9%17.2% for 2015;2016, due to lower margins in those expansion works;

 

  

Water Treatment:Treatment: a 159.1%93.0%, or S/.3.5.5.3 million, increasedecrease in gross profit for 2016,2017, from S/.2.2 million gross profit for 2015 to S/.5.7 million gross profit for 2016 to S/.0.4 million gross profit for 2017, due to financial gains from the refinancingconclusion of the project La Chira.construction works. Our Water Treatment gross margin was 12.5% for 2017 compared to 30.8% for 2016 compared to 7.9% for 2015; and2016;

 

  

Energy: a 33.7%70.5%, or S/.21.4.29.7 million, decreaseincrease in gross profit, from S/.63.5 million for 2015 to S/.42.1 million for 2016 to S/.71.8 million for 2017, primarily due to lower fees resulting from the decreaseincrease of international oil prices. Our Energy gross margin was 16.4% for 2017 compared to 11.0% for 2016; and

Operation and Maintenance of Infrastructure Assets: a 8.8%, or S/.4.0 million, increase in gross profit, from S/.45.3 million for 2016 to S/.49.3 million for 2017, due to new contracts awarded during 2016 that initiated works. Our Operation and Maintenance of Infrastructure Assets gross margin was 13.0% for 2017 compared to 16.3%17.2% for 2015.2016, arising largely from certain high-costs delays in financing working capital.

Operating Profit.The table below sets forth the breakdown of our Infrastructure operating profit by principal lines of business.business.

 

  Year ended December 31,       Year ended December 31,     
  2015 Restated   2016   Variation   2016   2017   Variation 
  (in millions of S/.)   %   (in millions of S/.)   % 

Toll Roads

   68.3    65.7    (3.8)%    65.7    80.1    21.9 

Mass Transit

   29.9    29.5    (1.3)%    29.5    33.4    13.2 

Water Treatment

   1.9    4.9    157.9    4.9    0.1    (98.0

Energy

   46.7    25.4    (45.6)%    25.4    61.1    140.6 

Operation and Maintenance of Infrastructure Assets

   20.6    27.7    34.5 
  

 

   

 

   

 

   

 

   

 

   

Total

   146.8    125.6    (14.5)%    146.1    202.5    38.6 

Our Infrastructure operating profit decreased 14.5%increased 38.6%, or S/.21.2.56.4 million, from S/.146.8.146.1 million for 20152016 to S/.125.6.202.5 million for 2016.2017. Our Infrastructure operating margin was 13.8%14.0% for 20162017 compared to 14.4%12.4% for 2015.2016. The variation in our Infrastructure operating profit principally reflected the following:

 

  

Toll Roads:Roads: a 3.8%21.9%, or S/.2.6.14.4 million, decreaseincrease in operating profit, from S/.68.3 million for 2015 to S/.65.7 million for 2016 to S/.80.1 million for 2017, primarily due to the decreaseincrease in gross profit given that administrative expenses remained at the same level. Our Toll Roads operating margin was 30.4% for 2017 compared to 24.8% for 2016 compared to 17.3% for 2015;2016;

  

Mass Transit: a 1.3%13.2%, or S/.0.4 million, decrease in operating profit, from an operating profit of S/.29.9 million for 2015 to S/.29.5 million for 2016, due to an increase in administrative expenses as a consequence of a tax fine from prior years and legal expenses for the negotiation of the credit agreement for the project expansion. Our Mass Transit operating margin for 2016 was 17.2% compared to 19.6% for 2015;

Water Treatment: a 157.9%, or S/.3.0.3.9 million, increase in operating profit, from an operating profit of S/.1.9.29.5 million for 20152016 to S/.4.9.33.4 million for 2016,2017, primarily due to the increase inof gross profit, partially offset by an increase in administrative expenses due to an increase in legal expenses for the closingstructuring fees and costs of the refinancingfinancing of the project.expansion. Our Mass Transit operating margin for 2017 was 9.1%, compared to 11.9% for 2016;

Water Treatment: a 98.0%, or S/.4.8 million, decrease in operating profit, from an operating profit of S/.4.9 million for 2016 to S/.0.1 million in 2017, mainly due to the decrease in gross profit. Our Water Treatment operating margin for 20162017 was 26.5%3.1% compared to 6.8%26.5% for 2015;2016; and

  

EnergyEnergy:: a 45.6%140.6%, or S/.21.3.35.7 million, decreaseincrease in operating profit, from S/.46.7 million for 2015 to S/.25.4 million for 2016 to S/.61.1 million for 2017, primarily due to the decreaseincrease in gross profit given that the administrative expenses remained at the same level. Our Energy operating margin was 14.0% for 2017 compared to 6.6% for 2016; and

Operation and Maintenance of Infrastructure Assets: a S/.34.5%, or S/.7.1 million increase in operating profit, from a S/.20.6 million profit for 2016 to a S/.27.7 million profit in 2017, primarily due to the increase in gross profit given that the administrative expenses remained at the same level as 2016. Our Operation and Maintenance of Infrastructure Assets operating margin was 7.3% for 2017 compared to 12.0%7.8% for 2015.2016.

Real Estate

The table below sets forth selected financial information related to our Real Estate segment.

 

  Year ended December 31,       Year ended December 31,     
  2015 Restated   2016   Variation   2016   2017   Variation 
  (in millions of S/.)   %   (in millions of S/.)   % 

Revenue

   215.8    411.5    90.7   411.5    647.5    57.4 

Gross profit

   51.8    136.5    163.5   136.5    147.4    8.0 

Operating profit

   33.0    108.9    230.0   108.9    171.5    57.5 

Revenues. Our Real Estate revenues increased 90.7%57.4%, or S/.195.7.236.0 million, from S/.215.8 million for 2015 to S/.411.5 million for 2016.2016 to S/.647.5 million for 2017. The increase is primarily due to the sale of Cuartel San Martín in 2017 for S/.162.3 million, compared to the sale of land in Almonte for S/.97.0 million in 2016, compared to S/.12.0 million from land sales in 2015, as well as more units delivered in 2016 (9382017 (1,418 units in 20162017 and 835938 units in 2015)2016).

Gross Profit. Our Real Estate gross profit increased 163.5%8.0%, or S/.84.7.10.9 million, from S/.51.8 million for 2015 to S/.136.5 million for 2016 to S/.147.4 million for 2017, mainly as a result of the sale of land in Almonte, partially offset by lower margins inCuartel San Martín and units delivered in 2016, specifically the Rancho project, compared to 2015, when more housing unitsduring 2017 with higher margins were delivered.margins. Our Real Estate gross margin was 22.8% for 2017 compared to 33.2% for 2016, comparedthis is due to 24.0% for 2015.the fact that the sale of Almonte had larger margins than the sale of Cuartel San Martín.

Operating Profit. Our Real Estate operating profit increased 230.0%57.7%, or S/.75.9.62.6 million, from S/.33.0 million for 2015 to S/.108.9 million for 2016 to S/.171.5 million for 2017, primarily as a result of the increase in our gross profit partially offset byand the sale of an increase in administrative expenses due to write-offs ofpre-operational costs for projects that were not executed.investment, PRINSUR.

Technical Services

The table below sets forth selected financial information related to our Technical Services segment.

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Revenue

   1,152.5    1,401.8    21.6

Gross profit

   178.3    171.8    (3.6)% 

Operating profit

   70.3    57.1    (18.8)% 

Revenues. The table below sets forth the breakdown of our Technical Services revenues by principal lines of business.

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   334.8    262.7    (21.5)% 

IT Services

   253.9    411.1    61.9

Electricity Networks Services

   563.9    727.9    29.1
  

 

 

   

 

 

   

 

 

 

Total

   1,152.5    1,401.8    21.6

Our Technical Services revenues increased 21.6% or S/.249.3 million, from S/.1,152.5 million for 2015 to S/.1,401.8 million for 2016. The variation in our Technical Services revenues principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a 21.5%, or S/.72.1 million, decrease in revenues, from S/.334.8 million for 2015 to S/.262.7 million for 2016, primarily due to the termination of the Red Vial 3 and Covial contracts by the end of 2015;

IT Services: a 61.9%, or S/.157.2 million, increase in revenues, from S/.253.9 million for 2015 to S/.411.1 million for 2016, primarily as a result of the consolidation of Adexus, as of August 2016. In addition the increase is due to the initiation of new projects mainly in the business process outsourcing and information system outsourcing divisions; and

Electricity Networks Services: a 29.1%, or S/.164.0 million, increase in revenues, from S/.563.9 million for 2015 to S/.727.9 million for 2016, primarily due to an increase in revenues in the electric and telecommunications division in Chile and Colombia as a consequence of contracts awarded during 2016.

Gross Profit.The table below sets forth the breakdown of our Technical Services gross profit by principal lines of business.

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   61.1    45.3    (25.9)% 

IT Services

   40.4    65.0    61.0

Electricity Networks Services

   76.7    61.6    (19.7)% 
  

 

 

   

 

 

   

 

 

 

Total

   178.3    171.8    (3.5)% 

Our Technical Services gross profit decreased 3.5%, or S/.6.5 million, from S/.178.3 million for 2015 to S/.171.8 million for 2016. Our Technical Services gross margin was 12.3% for 2016 compared to 15.5% for 2015. The variation in our Technical Services gross profit principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a 25.9%, or S/.15.8 million, decrease in gross profit, from S/.61.1 million for 2015 to S/.45.3 million for 2016, due to the reduction of revenues and reworks required in connection with a project executed in prior years and additional costs recognized in the Red Vial 3 project. Our Operation and Maintenance of Infrastructure Assets gross margin was 17.2% for 2016 compared to 18.3% for 2015;

IT Services: a 61.0%, or S/.24.6 million, increase in gross profit, from S/.40.4 million for 2015 to S/.65.0 million for 2016, due to the consolidation of Adexus as of August 2016. Our IT Services gross margin was 15.8% for 2016 compared to 15.9% for 2015; and

Electricity Networks Services: a 19.7%, or S/.15.1 million, decrease in gross profit, from S/.76.7 million for 2015 to S/.61.6 million for 2016. Our Electricity Networks Services gross margin was 8.5% for 2016 compared to 13.6% for 2015, primarily due to the initial stages of the new contracts, which tend to have lower margins in the initial stage.

Operating Profit.The table below sets forth the breakdown of our Technical Services operating profit by principal lines of business.

   Year ended December 31,     
   2015 Restated   2016   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   34.0    20.6    (39.4)% 

IT Services

   16.5    24.4    47.5

Electricity Networks Services

   19.8    12.1    (38.9)% 
  

 

 

   

 

 

   

 

 

 

Total

   70.3    57.1    (18.8)% 

Our Technical Services operating profit decreased 18.8%, or S/.13.2 million, from S/.70.3 million for 2015 to S/.57.1 million for 2016. Our Technical Services operating margin for 2016 was 4.1% compared to 6.1% for 2015. The variation in our Technical Services operating profit principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a S/.13.4 million decrease in operating profit, from a S/.34.0 million profit for 2015 to a S/.20.6 million profit for 2016, primarily due to the decrease in gross profit. Our Operation and Maintenance of Infrastructure Assets operating margin was 7.8% for 2016 compared to 10.2% for 2015;

IT Services: a 47.5%, or S/.7.9 million, increase in operating profit, from S/.16.5 million for 2015 to S/.24.4 million for 2016, primarily due to the increase in gross profit, partially offset by an increase in administrative expenses mostly relating to the acquisition of Adexus. Our IT Services operating margin was 5.9% for 2016 compared to 6.5% for 2015; and

Electricity Networks Services: a 38.9%, or S/.7.7 million, decrease in operating profit, from S/.19.8 million for 2015 to S/.12.1 million for 2016, In 2015, the operating profit was impacted by the sale of the division in Brazil of CAM at a value lower than book value. Our Electricity Network Services operating margin was 1.7% for 2016 compared to 3.5% for 2015.

Financial (Expense) Income, Net

Our net financial expense increaseddecreased S/.72.1.42.8 million from net financial expenses of S/.138.7.179.8 million in 20152016 to net financial expenses of S/.210.8.137.0 million in 2016.2017. Excluding foreign exchange differences, our net financial expense increased 255.4%decreased 14.6%, or S/.142.5.24.5 million, from net financial expenses of S/.55.8.167.1 million for 20152016 to net financial expenses of S/.198.3.142.6 million for 20162017 due to a reduction of debt and due to the interest paid on our syndicated loan and a discount of thefact that no additional discounts in long term account receivable related to the terminationaccounts receivables of the GSP gas pipeline concession.beyond those registered in 2016 were registered in 2017. Our net exchange difference decreasedincreased S/.70.4.18.1 million, from a loss of S/.82.9 million for 2015 to a loss of S/.12.5 million for 2016.2016 to a profit of S/.5.6 million for 2017. This decreaseincrease is due to the appreciation of the sol against the U.S. dollar from 20152016 to 2016.2017.

Share of Profit and Loss in Associates

Our share of profit and loss in associates decreasedincreased S/.597.4.590.6 million from a loss of S/.590.1 million in 2016 to a profit of S/.7.7.0.5 million in 2015 to a loss of S/.589.7 million in 2016. This decrease is primarily due to2017. In 2016 we registered the impairment of our investment in GSP as a consequence of the cancellation of the concession on January 24, 2017. There were no additional impairments in 2017. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Income Tax

Our income tax decreased 212.9%, orincreased S/.210.8.198.5 million, from a negative income tax of S/.(99.0).152.2 million in 2016 to an income tax of S/.46.3 million for 2015 to S/.111.8 million for 2016.2017. This decreaseincrease in income tax was primarily due to a decreasean increase in profit before tax. Our effective tax rates for 2017 and 2016 were 102.6% and 2015 were (19.8)% and 64.0%20.5%, respectively.

Net Profit

Our net profit decreasedincreased 146.3%, or S/.507.3.660.8 million, from a S/.55.6.451.6 million loss for 2016 to a S/.209.2 million profit for 2015 to a S/.451.7 million loss for 2016.2017. Net profit attributable to controlling interests decreased S/.516.8 million,129.2%, while net profit attributable tonon-controlling interests increased S/9.6 million.4.1%. Net profit attributable tonon-controlling interests increased primarily due to increases arising from our Real Estate segment. See “—General—Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies.”

Comparison of Results of Operations of 2014 and 2015

The following table sets forth the components of our consolidated income statement for 2014 and 2015.

   Year ended December 31,     
  2014   2015 Restated   Variation 
  (in millions of S/.)   % 

Revenues

   7,008.7   7,815.5   11.5 

Cost of sales

   (6,057.1   (7,165.5   18.3 
  

 

 

   

 

 

   

Gross profit

   951.6   650.0   (31.7

Administrative expenses

   (421.4   (413.4   (1.9

Other income (expenses)

   15.2   57.4   277.6 

Other (losses) gains, net

   (0.1   (0.1   NM 

Profit from sale of investments

   0.0   (8.3   NM 
  

 

 

   

 

 

   

Operating profit

   545.3   285.6    (47.6

Financial (expense) income, net

   (91.4   (138.7   51.8 

Share of profit and loss in associates

   53.4   7.7   (85.6
  

 

 

   

 

 

   

Profit (loss) before income tax

   507.3   154.6   (69.5

Income tax

   (146.2   (99.0   (32.3
  

 

 

   

 

 

   

   Year ended December 31,     
  2014   2015 Restated   Variation 
  (in millions of S/.)   % 

Net profit

   361.1   55.6   (84.6

Net profit attributable to controlling interest

   299.7   7.1   (97.6

Net profit attributable tonon-controlling interest

   61.5   48.5   (21.1

Revenues

Our total revenues increased by 11.5%, or S/.806.8 million, from S/.7,008.7 million for 2014 to S/.7,815.5 million for 2015. This increase was due mainly to growth in our E&C segment, primarily due to the acquisition of Morelco in December 2014 and the increase in electromechanic construction and contract mining services activities, and in our Infrastructure segment, primarily due to higher revenues of Norvial, the increase of trains in operation in the Lima Metro, and the commencement of operations in Blocks III and IV in April 2015 in GMP.

The following table sets forth a breakdown of our revenues by segment for 2014 and 2015.

   Year ended December 31,    
   2014  2015 Restated  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   5,035.7  71.8  5,829.4  74.6  15.8

Infrastructure

   884.8  12.6  1,018.3  13.0  15.1

Real Estate

   224.6  3.2  215.8  2.8  (3.9

Technical Services

   1,208.2  17.2  1,152.5  14.7  (4.6

Corporate

   53.2  0.8  70.5  0.9  32.5

Eliminations

   (397.8  (5.7  (471.0  (6.0  18.5
  

 

 

  

 

 

  

 

 

  

 

 

  

Total

   7,008.7  100.0  7,815.5  100.0  11.5

Cost of Sales

Our total cost of sales increased by 18.3%, or S/.1,108.4 million, S/.6,057.1 million for 2014 to S/.7,165.5 million for 2015. This increase was related to the growth in our revenues as well as in our E&C segment, an increase in cost in certain civil construction projects, losses incurred from a dispute with respect to an E&C contract with Hochschild Mining for the Inmaculada mining project and losses incurred because of the cancellation of the El Nuble hydroelectric project, for which our subsidiary Vial y Vives was carrying on civil works in Chile.

Gross Profit

Our gross profit decreased by 31.7%, or S/.301.6 million, from S/.951.6 million for 2014 to S/.650.0 million for 2015. Our gross margin (i.e., gross profit as a percentage of revenues) for 2015 was 8.3% compared to 13.6% for 2014. This decrease in our gross margin was mainly due to lower gross margins in our E&C segment, primarily due to lower margins in certain civil construction projects and our Real Estate segment, primarily due to lower margins in the units delivered and the lower number of units. In 2015 our E&C margins were impacted by losses incurred from a dispute (errors in the engineering, which led to reworks and extension of the term of the project which carries out more general expenses) with respect to an E&C contract with Hochschild Mining for the Inmaculada mining project and losses incurred because of the cancellation of the El Nuble hydroelectric plant project, for which our subsidiary Vial y Vives was carrying out civil works in Chile. These two contracts werelump-sum contracts. As of December 2015, both projects have been completed, therefore all the impact was registered that year.

The following table sets forth a breakdown of our gross profit by segment for 2014 and 2015.

   Year ended December 31,    
   2014  2015 Restated  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   535.4  56.3  312.8  48.1  (41.6

Infrastructure

   245.6  25.8  184.8  28.4  (24.8

Real Estate

   62.4  6.6  51.8  8.0  (17.0

Technical Services

   142.3  15.0  178.3  27.4  25.3

Corporate

   (7.6  (0.8  (7.0  (1.1  (7.9

Eliminations

   (26.5  (2.8  (70.6  (10.9  166.4
  

 

 

  

 

 

  

 

 

  

 

 

  

Total

   951.6  100.0  650.0  100.0  (31.7

Administrative Expenses

Our administrative expenses decreased by 1.9%, or S/.8.0 million, from S/.421.4 million for 2014 to S/.413.4 million for 2015, primarily due to the decrease of administrative expenses in the Technical Services segment, specifically in CAM and GMD. As a percentage of revenues, our administrative expenses decreased to 5.3% in 2015 from 6.0% in 2014.

Other Income (Expenses)

Our other income (expenses) increased S/.42.2 million, from S/.15.1 million for 2014 to S/.57.4 million for 2015. This increase was primarily due to an increase in our E&C segment, from a S/.9.8 million loss to a S/.30.8 million profit as a result of a gain on the fair value of the liability for a put option related to the Morelco acquisition in 2014, the reversal of provisions in connection with the CAM acquisition, the dividends received from TGP and the sale of certain machinery and equipment.

Operating Profit

Our operating profit decreased 47.6% or S/.259.7 million, from S/.545.3 million for 2014 to S/.285.6 million for 2015. Our operating margin (i.e., operating profit as a percentage of revenues) was 3.7% for 2015 compared to 7.8% for 2014. This decrease is primarily due to the decrease in gross profit, partially offset by our decrease in administrative expenses and our increase in other income (expenses). The following table sets forth a breakdown of our operating profit by segment for 2014 and 2015.

The following table sets forth a breakdown of our operating profit by segment for 2014 and 2015.

   Year ended December 31,    
   2014  2015 Restated  Variation 
   

(in millions

of S/.)

  % of Total  

(in millions

of S/.)

  % of Total  % 

Engineering and Construction

   267.0  49.0  54.2  19.0  (79.9

Infrastructure

   201.9  37.0  146.8  51.4  (27.3

Real Estate

   40.5  7.4  33.0  11.6  (18.5

Technical Services

   25.7  4.7  70.3  24.6  173.5

Corporate

   (21.0  (3.9  (25.8  (9.0  22.9

Eliminations

   31.2  5.7  7.0  2.5  (77.5
  

 

 

  

 

 

  

 

 

  

 

 

  

Total

   545.3  100.0  285.6  100.0  (47.6

The following discussion analyzes our key results of operations on a segment basis. For further information on our business segments, see note 6 to our audited annual consolidated financial statements included in this annual report.

Engineering and Construction

The table below sets forth selected financial information related to our E&C segment.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Revenue

   5,035.7   5,829.4   15.8

Gross profit

   535.4   312.8   (41.6

Operating profit

   267.0   54.2   (79.7

Revenues. Our E&C revenues increased 15.8%, or S/.793.7 million, from S/.5,035.7 million for 2014 to S/.5,829.4 million for 2015, primarily due to the acquisition of Morelco in December 2014 and the growth in revenues in our electromechanic and contract mining activities.

The following describes variations in our E&C revenues by business activities, types of contracts andend-markets:

   Year ended December 31, 
   (in millions of S/.) 
   2014       2015
Restated
       Variation 
       %       %   % 

Engineering services

   361.1    7.2    169.3    2.9    53.1 

Electromechanic construction

   1,082.9    21.6    1,603.2    27.6    48.1 

Civil construction

   1,754.1    35.0    1,360.1    23.3    22.5 

Contract mining

   1,312.7    26.2    2,066.4    35.4    57.4 

Building construction activities

   505.9    10.1    630.4    10.8    24.6 
  

 

 

   

 

 

   

 

 

   

 

 

   

Total

   5,035.7    100.0    5,829.4    100.0   

   Year ended December 31, 
   2014   2015
Restated
 
   %   % 

Cost + fee

   43.9    28.0 

Unit price

   29.5    49.0 

Lump sum

   11.4    11.0 

EPC contracts

   15.3    12.0 
  

 

 

   

 

 

 

Total

   100.0    100.0 

   Year ended December 31, 
   2014   2015
Restated
 
   %   % 

Mining

   70.4    60.1 

Real estate buildings

   10.4    9.0 

Power

   10.2    10.0 

Oil and gas

   2.6    15.9 

Transportation

   4.2    3.0 

Water and sewage

   1.2    2.0 

Other end markets

   1.1    —   
  

 

 

   

 

 

 

Total

   100.0    100.0 

The breakdown of E&C revenues by different business activities, types of contracts andend-markets tends to vary from period to period due to a variety of factors, including the timing of the execution of larger projects in any particular period, which is typically outside of our control.

Gross Profit. Our E&C gross profit decreased 41.6%, or S/.222.6 million, from S/.535.4 million for 2014 to S/.312.8 million for 2015. Our E&C gross margin for 2015 was 5.4% compared to 10.6% for 2014. The decrease in gross profit was due to losses incurred from a dispute (errors in the engineering, which led to reworks and extension of the term of the project which carries out more general expenses) with respect to an E&C contract with Hochschild Mining for the Inmaculada mining project and losses incurred because of the cancellation of the El Nuble hydroelectric plant project, for which our subsidiary Vial y Vives was carrying out civil works in Chile. As of December 2015, both projects have been completed, therefore all the impact was register that year.

Operating Profit. Our E&C operating profit decreased 79.7%, or S/.212.8 million, from S/.267.0 million for 2014 to S/.54.2 million for 2015. Our E&C administrative expenses decreased 11.8%, or S/.30.6 million, which resulted in administrative expenses as a percentage of revenues of 5.0% for 2015 compared to 5.1% for 2014, due mainly to a decrease in the administrative expenses of GyM. Our E&C operating margin for 2015 was 0.9% compared to 5.3% for 2014.

In addition, our E&C segment had S/.12.9 million in profit from minority interests held by Vial y Vives in several of its projects undertaken in 2015 in Chile, as well as the minority participation of GyM in Viva GyM reflected under “share of profit and loss in associates” in our audited annual consolidated financial statements.

Infrastructure

The table below sets forth selected financial information related to our Infrastructure segment.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Revenue

   884.8   1,018.3   15.1

Gross profit

   245.6   184.8   (24.8

Operating profit

   201.9   146.8   (27.3

Revenues. The table below sets forth the breakdown of our Infrastructure revenues by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Toll Roads

   338.2   394.5   16.6

Mass Transit

   167.0   206.5   23.7

Water Treatment

   29.3   28.0   (4.4

Energy

   350.3   389.4   11.2
  

 

 

   

 

 

   

Total

   884.8   1,018.3   15.1

Our Infrastructure revenues increased 15.1% or S/.133.5 million, from S/.884.8 million for 2014 to S/.1,018.3 million for 2015. The variation in our Infrastructure revenues principally reflected the following:

Toll Roads: a 16.6%, or S/.56.3 million, increase in revenues, from S/.338.2 million for 2014 to S/.394.5 million for 2015, primarily due to the recognition of the work progress for the second stage of the Norvial toll road partially offset by a decrease in revenues in Survial.;

Mass Transit: a 23.7%, or S/.39.5 million, increase in revenues, from S/.167.0 million for 2014 to S/.206.5 million for 2015, primarily due to the increase of trains in operation from 14 trains at the beginning of 2014 to 24 trains (including the backup trains) in September 2014;

Water Treatment: a 4.4%, or S/.1.3 million, decrease in revenues, from S/.29.3 million for 2014 to S/.28.0 million for 2015, primarily due to slower progress in the construction of the La Chira waste water treatment plant due to anomalous water movements; and

Energy:a 11.2%, or S/.39.1 million, increase in revenues, from S/.350.3 million for 2014 to S/.389.4 million for 2015, primarily due to a 65.8% growth in our barrel daily production (2,910 barrel daily production in 2015 versus 1,755 in 2014) resulting from the commencement of operations in Blocks III and IV in April 2015, despite a decrease in international oil prices (average price per basket of oils of US$52.4 bbl in 2015 versus US$97.1 bbl in 2014), in addition to higher processing levels at the our gas processing plant which increased from 27.6 MMcf per day in 2014 to 31.6 MMcf per day in 2015.

Gross Profit. The table below sets forth the breakdown of our Infrastructure gross profit by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Toll Roads

   76.7   78.5   2.4

Mass Transit

   42.1   40.5   (3.8

Water Treatment

   2.3   2.2   (4.6

Energy

   124.5   63.5   (49.0
  

 

 

   

 

 

   

Total

   245.6   184.8   (24.8

Our Infrastructure gross profit decreased 24.8%, or S/.60.8 million, from S/.245.6 million for 2014 to S/.184.8 million for 2015. Our Infrastructure gross margin was 18.1% for 2015 compared to 27.8% for 2014. The variation in our Infrastructure gross profit principally reflected the following:

Toll Roads:a 2.4%, or S/.1.8 million, increase in gross profit, from S/.76.7 million for 2014 to S/.78.5 million for 2015. This increase was primarily due to the increase in revenues from Norvial, partially offset by a decrease in gross profit in Survial. Our Toll Roads gross margin was 19.9% for 2015 compared to 22.7% for 2014, primarily due to the recognition of revenues from construction activities in Norvial which have lower margins and impact the overall margins in Toll Roads;

Mass Transit: a 3.8%, or S/.1.6 million, decrease in gross profit, from S/.42.1 million for 2014 to S/.40.5 million gross profit for 2015, primarily due to an increase in costs due to the increase in trains in operation. Our Mass Transit gross margin for 2015 was 19.6% compared to 25.2% for 2014;

Water Treatment: a 4.6%, or S/.0.1 million, decrease in gross profit for 2015, from S/.2.3 million gross profit for 2014 to S/.2.2 million gross profit for 2015, primarily due to effects on our revenues derived from the deduction of construction costs. Our Water Treatment gross margin was 7.9% for 2015 compared to 7.9% for 2014; and

Energy: a 49%, or S/.61.0 million, decrease in gross profit, from S/.124.5 million for 2014 to S/.63.5 million for 2015, primarily due to lower fees resulting from the decrease of international oil prices. Our Energy gross margin was 16.3% for 2015 compared to 35.5% for 2014.

Operating Profit. The table below sets forth the breakdown of our Infrastructure operating profit by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Toll Roads

   68.7   68.3   (0.6

Mass Transit

   27.4   29.9   9.1

Water Treatment

   2.0   1.9   (5.0

Energy

   103.8   46.7   (55.1
  

 

 

   

 

 

   

Total

   201.9   146.8   (27.3

Our Infrastructure operating profit decreased 27.3%, or S/.55.1 million, from S/.201.9 million for 2014 to S/.146.8 million for 2015. Our Infrastructure operating margin was 14.4% for 2015 compared to 22.8% for 2014. The variation in our Infrastructure operating profit principally reflected the following:

Toll Roads:a 0.6%, or S/.0.4 million, decrease in operating profit, from S/.68.7 million for 2014 to S/.68.3 million for 2015, primarily due to the decrease in gross profit in Survial. Our Toll Roads operating margin was 17.3% for 2015 compared to 20.3% for 2014, primarily due to the recognition of revenues from construction activities in Norvial which have lower margins and impact the overall margins in Toll Roads;

Mass Transit: a 9.1%, or S/.2.5 million, increase in operating profit, from an operating profit of S/.27.4 million for 2014 to S/.29.9 million for 2015, primarily due to the decrease in administrative expenses. Our Mass Transit operating margin for 2015 was 14.5 % compared to 16.4% for 2014;

Water Treatment: a 5.0%, or S/.0.1 million, decrease in operating profit, from an operating profit of S/.2.0 million for 2014 to S/.1.9 million for 2015, due to the decrease in gross profit. Our Water Treatment operating margin for 2015 was 6.8% compared to 6.8% for 2014; and

Energy: a 55.0%, or S/.57.1 million, decrease in operating profit, from S/.103.8 million for 2014 to S/.46.7 million for 2015, primarily due to the decrease in gross profit. Our Energy operating margin was 12.0% for 2015 compared to 29.6% for 2014.

Real Estate

The table below sets forth selected financial information related to our Real Estate segment.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Revenue

   224.6   215.8   (3.9

Gross profit

   62.4   51.8   (17.0

Operating profit

   40.5   33.0   (18.5

Revenues. Our Real Estate revenues decreased 3.9%, or S/.8.8 million, from S/.224.6 million for 2014 to S/.215.8 million for 2015. Even though the total units (housing plus affordable housing) delivered increased by 1.0%, the decrease in revenue was primarily due to a 29.2 % decrease in the number of housing units delivered, with 42 units delivered in 2015 compared to 59 units delivered in 2014.

Gross Profit. Our Real Estate gross profit decreased 17.0%, or S/.10.6 million, from S/.62.4 million for 2014 to S/.51.8 million for 2015, mainly as a result of lower margins in units delivered in 2015 compared to 2014, when more housing units with higher margins were delivered. Our Real Estate gross margin was 24.0% for 2015 compared to 27.8% for 2014.

Operating Profit. Our Real Estate operating profit decreased 18.5%, or S/.7.5 million, from S/.40.5 million for 2014 to S/.33.0 million for 2015, primarily as a result of the decrease in our Real Estate gross profit.

Technical Services

The table below sets forth selected financial information related to our Technical Services segment.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Revenue

   1,208.2   1,152.5   (4.6

Gross profit

   142.3   178.3   25.3

Operating profit

   25.7   70.3   173.5

Revenues. The table below sets forth the breakdown of our Technical Services revenues by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   364.4   334.8   (8.1

IT Services

   247.9   253.9   2.4

Electricity Networks Services

   595.9   563.9   (5.4
  

 

 

   

 

 

   

Total

   1,208.2   1,152.5   (4.6

Our Technical Services revenues decreased 4.6% or S/.55.6 million, from S/.1,208.2 million for 2014 to S/.1,152.5 million for 2015. The variation in our Technical Services revenues principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a 8.1%, or S/.29.6 million, decrease in revenues, from S/.364.4 million for 2014 to S/.334.8 million for 2015, primarily due to lower revenues in the Red Vial 3 and Cora Cora projects;

IT Services: a 2.4%, or S/.6.0 million, increase in revenues, from S/.247.9 million for 2014 to S/.253.9 million for 2015, primarily as a result of the increase of 15.8% in IT outsourcing services revenues; and

Electricity Networks Services: a 5.4%, or S/.32 million, decrease in revenues, from S/.595.9 million for 2014 to S/.563.9 million for 2015, primarily due to lower revenues in the divisions of network construction and automation and telemetry.

Gross Profit.The table below sets forth the breakdown of our Technical Services gross profit by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   8.2   61.1   648.0

IT Services

   46.5   40.4   (13.1

Electricity Networks Services

   87.7   76.7   (12.6
  

 

 

   

 

 

   

Total

   142.3   178.2   25.2

Our Technical Services gross profit increased 25.2%, or S/.36.0 million, from S/.142.3 million for 2014 to S/.178.3 million for 2015. Our Technical Services gross margin was 15.5% for 2015 compared to 11.8% for 2014. The variation in our Technical Services gross profit principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a 648.0%, or S/.52.9 million, increase in gross profit, from S/.8.2 million for 2014 to S/.61.1 million for 2015, primarily due to the execution of a new maintenance project for Survial as well as higher margins in the Cerro de Pasco-Tingo María project (22.3% in 2015 vs 17.1% in 2014). Our Operation and Maintenance of Infrastructure Assets gross margin was 18.3% for 2015 compared to 2.2% for 2014;

IT Services: a 13.1%, or S/.6.1 million, decrease in gross profit, from S/.46.5 million for 2014 to S/.40.4 million for 2015, primarily related to lower margins in systems integration and business processes outsourcing services. Our IT Services gross margin was 15.9% for 2015 compared to 18.7% for 2014; and

Electricity Networks Services: a 12.6%, or S/.11.0 million, decrease in gross profit, from S/.87.7 million for 2014 to S/.76.7 million for 2015, primarily due to lower margins in projects in Chile and Colombia and termination of certain contracts. Our Electricity Networks Services gross margin was 13.6% for 2015 compared to 14.7% for 2014.

Operating Profit.The table below sets forth the breakdown of our Technical Services operating profit by principal lines of business.

   Year ended December 31,     
   2014   2015
Restated
   Variation 
   (in millions of S/.)   % 

Operation and Maintenance of Infrastructure Assets

   (22.4   34.0   N/M

IT Services

   15.8   16.5   4.7

Electricity Networks Services

   32.3   19.8   (38.7
  

 

 

   

 

 

   

Total

   25.7   70.3   173.7

Our Technical Services operating profit increased 173.7%, or S/.44.6 million, from S/.25.7 million for 2014 to S/.70.3 million for 2015. Our Technical Services operating margin for 2015 was 6.1% compared to 2.1% for 2014. The variation in our Technical Services operating profit principally reflected the following:

Operation and Maintenance of Infrastructure Assets: a S/.56.4 million increase in operating profit, from a S/.22.4 million loss for 2014 to a S/.34.0 million profit for 2015, primarily due to a higher gross profit and lower administrative expenses. Our Operation and Maintenance of Infrastructure Assets operating margin was 10.2% for 2015 compared to (6.1)% for 2014;

IT Services: a 4.7%, or S/.0.7 million, increase in operating profit, from S/.15.8 million for 2014 to S/.16.5 million for 2015, primarily due to lower administrative expenses. Our IT Services operating margin was 6.5% for 2015 compared to 6.4% for 2014; and

Electricity Networks Services: a 38.7%, or S/.12.5 million, decrease in operating profit, from S/.32.3 million for 2014 to S/.19.8 million for 2015, primarily due to lower margins in projects in Chile and Colombia and termination of certain contracts and lower reversal of provisions in 2015 (S/.9.4 million) than in 2014 (S/.7.8 million) in connection with the CAM acquisition which offset the increase in gross profit between the two periods. Our Electricity Network Services operating margin was 3.5% for 2015 compared to 5.4% for 2014.

Financial (Expense) Income, Net

Our net financial expense increased S/.47.3 million from net financial expenses of S/.91.4 million in 2014 to net financial expenses of S/.138.7 million in 2015. This increase is a consequence of the increase of the working capital debt in the E&C area throughout the year due to delays in obtaining payments from our E&C clients during 2015, in particular in the mining sector. Excluding foreign exchange differences, our net financial expense decreased 18.5%, or S/.8.7 million, from net financial expenses of S/.47.1 million for 2014 to net financial expenses of S/.55.8 million for 2015. Our net exchange difference increased S/.38.6 million, from a loss of S/.44.3 million for 2014 to a loss of S/.82.9 million for 2015. This increase is due to both the depreciation of the sol against the U.S. dollar from 2014 to 2015, partially offset by the replacement of dollar-denominated debt with soles denominated debt.

Share of Profit and Loss in Associates

Our share of profit and loss in associates decreased S/.45.7 million from a profit of S/.53.4 million in 2014 to a profit of S/.7.7 million in 2015. This decrease is primarily due to lower profits generated in projects where Vial y Vives –DSD, Viva GyM and CAM have minority participation and are not consolidated.

Income Tax

Our income tax decreased 32.3%, or S/.47.2 million, from S/.146.2 million for 2014 to S/.99.0 million for 2015. This decrease in income tax was primarily due to a decrease in profit before tax. Our effective tax rates for 2015 and 2014 were 64.0% and 28.8%, respectively.

Net Profit

Our net profit decreased 84.6%, or S/.305.5 million, from S/.361.1 million for 2014 to S/.55.6 million for 2015. Net profit attributable to controlling interests decreased 97.6%, while net profit attributable tonon-controlling interests decreased 21.1%. Net profit attributable tonon-controlling interests decreased primarily due to our E&C and Real Estate segments. See “—General—Accounting for Subsidiaries, Joint Operations, Joint Ventures and Associated Companies.”

B. Liquidity and Capital Resources

Our principal sources of liquidity have historically been cash flows from operating activities and, to a lesser extent, equity capitalization and indebtedness. We conducted an initial public offeringOur principal uses of ADSscash (other than in July 2013 from which we received approximately US$411.3 millionconnection with our operating activities) have historically been: capital expenditures in net proceeds. During 2015 we entered into a medium term loan credit agreement for up to US$200 million (S/.672 million) with Credit Suisseall our business segments, including acquisitions and investments in our subsidiaries GyM Ferrovíasinfrastructure concessions; servicing of our debt; and Norvial issued bonds for S/.629 million (US$184.3 million) and S/.365 million (US$106.9 million), respectively.payment of dividends.

As a result of the termination of the GSP gas pipeline concession, we have renegotiated three debt instruments as follows: (i) we amended the terms of our syndicated loan related to our equity investment in GSP; (ii) we repaid our proportional guarantee of the GSP bridge loan and entered a new term loan in a principal amount of US$78.7 million (S/.264.8 million);loan; and (iii) we amended the terms of our proportional repayment obligations under the GSP performance guarantee.

In order to strengthen our liquidity and financial flexibility, particularly in the event of potential delays in receiving the government payment contemplated under the GSP gas pipeline concession contract, and make payments on our debt related to the GSP project, our board has approved the sale ofnon-strategic assets in the amount of up to US$350 million (S/.1,176 million) in proceeds. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

Our principal usesOn November 6, 2018, our company’s general meeting of cash (other than in connection with our operating activities) have historically been: capital expenditures in all our business segments, including acquisitionsshareholders and investments in our infrastructure concessions; servicingboard of directors approved an offering and sale of our debt;company’s common shares in a private placement. Accordingly, in December 2018, our company issued and paymentsold a total of dividends. 69,380,402 common shares to certain of our company’s existing shareholders that exercised preemptive rights in accordance with Peruvian law. Additionally, on April 2, 2019, our company issued and sold 142,483,633 common shares pursuant to the private placement, of which: (i) 55,291,877 shares were paid in full and (ii) 87,191,786 shares were paid 50% with 50% to be paid by July 1, 2019. In total, our company issued and sold 211,864,065 common shares, with the proceeds amounting to US$130 million to use to reduce debt, to pay our vendors and for working capital of one of our company’s subsidiaries.

We believe that theseour sources of cash will be sufficient to cover our working capital needs in the ordinary course of business. We believe that our cash from operations and our current financingother sources and the sale ofnon-strategic assets, as described in “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments”, cash are sufficient to satisfy our current capital expenditures and debt service obligations through the next 12twelve months.

We are currently in default under one of our debt instruments. In addition, in the past we were in default under certain of our debt instruments and procured waivers from our creditors under such instruments. For more information, see “Item 13. Defaults, Divided Arrearages and Delinquencies.”

We had credit lines with various financial institutions for a total amount of US$2,877.41,427.3 million as of December 31, 20162017 and for a total amount of US$2,659.9661.6 million as of December 31, 2015. Our available lines of credit as of December 31, 2017 totaled US$1,427.33 million.2018. However, our banks have currently restricted us from taking out further lines of credit to finance new operations. See “Recent“—A. Operating Results—Recent Developments—Emergency Decree and Subsequent Legislation.”

We are currently in default of certain of the covenants under these financial instruments. For more information, see “Item 13. Defaults, Dividend Arrearages and Delinquencies.”

At December 31, 2016,2018, our cash and cash equivalents totaled S/.606.9.801.1 million (US$180.6237.1 million), of which S/.16.2.76.3 million (US$4.822.6 million) was held by our foreign subsidiaries. We currently intend to distribute these fundsany excess cash to our company to the extent we believe they are not required for the local operations.company. We are not currently required to accrue or pay any material taxes associated with the repatriation of these funds. In addition, our foreign subsidiaries have no contractual restrictions, and we are not aware of any material legal restrictions, on their ability to transfer funds to us in the form of cash dividends, loans or advances.

Cash Flows

The table below sets forth certain components of our cash flows for 2014, 20152016, 2017 and 2016.2018.

   Year ended December 31, 
   2014   2015   2016 
   (in millions of S/.) 

Net cash provided by (used in) operating activities

   (23.2   (286.8   377.4 

Net cash provided by (used in) investing activities

   (530.1   (568.7   (373.7

Net cash provided by (used in) financing activities

   412.3   573.5    85.8 
  

 

 

   

 

 

   

 

 

 

Net increase (net decrease) in cash

   (141.0   (281.9   89.4 
   Year ended December 31, 
   2016   2017   2018 
   (in millions of S/.) 

Net cash provided by (used in) operating activities

   333.7    491.2    279.3 

Net cash provided by (used in) investing activities

   (373.7   348.9    137.9 

Net cash provided by (used in) financing activities

   (85.8   (786.1   (300

Net increase (net decrease) in cash

   45.8    54.0    117.1 

Cash Flow from Operating Activities

Net cash flow used in in operating activities in 20162018 was lower than in 2015.2017. For 20162018, this reflects the reduction of accounts payable according to terms with our suppliers, and a decrease in accounts receivable due to a reduction in the account receivablesaccounts advanced to suppliers, taxes paid in the E&C segment mainly explained by the termination of two significant mining projects to the end of 2015.advance and other accounts receivable.

Net cash flow used in operating activities in 20152017 was highergreater than in 2014.2016. For 20152017, this reflects an increase in accounts payable, other accounts receivables, account receivables from related parties and inventory, mainly relatedpayables during the year, due to the proportional consolidationrenegotiation of the GSP construction consortium, and the advances of work of the expansion of Norvials Toll Road.terms with our suppliers to pay in longer periods.

Cash Flow from Investing Activities

Net cash flow used inprovided by investing activities in 20162018 was lower than in 2015.2017. In 20162018, we continued with the equity contribution to the GSP consortium.sold more property, plant and equipment than we did in 2017.

Net cash flow used inprovided by investing activities in 20152017 was higher than in 2014. This mainly reflects2016. In 2017, there was more cash flow from the purchasesale of a 20% stakeassets than cash flow used in the GSP consortium.investments.

Cash Flow from Financing Activities

Net cash flow provided by financing activities in 20162018 was lower than in 2015.2017. This is primarily due to a reduction of indebtedness in our E&C segment due to the collection of account receivables and aless reduction of debt induring the Real Estate segment duecourse of the year compared to more projects in execution, with sufficient cash flows to repay their debt, partially offset by an2017, and the capital increase inapproved at the Infrastructure and Technical Services segments, mainly due toend of the increase in the Norvial bond and consolidation of Adexus. Additionally, in 2016 less dividends were paid and there was an increase in the participation of Vial y Vives –DSD.year.

Net cash flow provided by financing activities in 20152017 was higher than in 2014.2016. This is primarily due to a 60.0% increase in the loans received becausereduction of higher levelsGSP debt with the sale of indebtedness in our E&C segment.assets.

Indebtedness

As of December 31, 2016,2018, we had a total outstanding indebtedness of S/.3,348.3.2,139.7 million (US$996.5633.2 million) as set forth in the table below.

 

          Currency              Range of Maturity
Dates
 

Segment

  

Type

  (in millions
of US$)
   (in millions
of S/.
   (in millions
of CLP)(1)
   (in millions
of COP)
   Total in
millions
of S/.
   Total in
millions
of US$
   Weighted
average
interest
rate
  Earliest   Latest 

Engineering and Construction:

  Leasing   37.9    1.8    2,210.0    5,853.7    146.7    43.7    3.91  01/01/2017    02/01/2023 
  Promissory note   86.2    309.6    7,031.7    42,572.3    681.9    202.9    4.12  01/01/2017    06/07/2020 

Infrastructure:

  Leasing   3.9          13.2    3.9    6.93  20/03/2017    01/04/2020 
  Long-term loan   28.6    967.7        1,063.7    316.6    5.79  03/09/2017    25/11/2039 
  Promissory note   15.9          53.4    15.9    2.58  06/01/2017    18/02/2017 

Real Estate:

  Leasing     21.4        21.4    6.4    7.84  01/06/2018    01/07/2022 
  Promissory note     201.6        201.6    60.0    7.28  01/01/2017    13/08/2017 

Technical Services:

  Leasing   1.8    22.7    5,755.8    6,947.0    65.4    19.5    7.40  17/01/2017    30/10/2020 
  Promissory note     18.3    25,299.8    21,137.9    168.9    50.3    7.76  03/01/2017    27/10/2020 

Corporate:

  Long- term loans(2)   277.4          932.1    277.4    6.19  27/06/2020    10/12/2020 

Total

     451.7    1,543.1    40,297.2    76,510.9    3,348.3    996.5      

Segment

  Type Debt Amount   Total in
millions
of S/.
   Total in
millions
of US$
   Weighted
average
interest
rate
  Range of Maturity
Dates
 
 (in
millions
of
US$)
   (in
millions
of S/.)
   (in
millions
of
CLP)(1)
   (in
millions
of
COP)
  Minimum   Maximum 

E&C

        Leasing  2.4    —      1,901.4    1,364.1    18.8    5.6    3.9  02/01/2019    02/01/2023 
        Promissory Note  18.6    154.9    —      5,038.9    222.9    66.0    7.1  01/01/2019    31/12/2020 

Infrastructure

        Leasing  0.7    5.1    —      —      7.6    2.2    6.1  20/01/2019    01/11/2021 
        Long term loan  94.0    937.0    —      —      1,254.7    371.3    5.7  25/07/2019    25/11/2039 
        Promissory Note  4.1    —      —      —      13.9    4.1    15.8  04/01/2019    22/02/2019 

Real Estate

        Leasing  —      12.1    —      —      12.1    3.6    7.8  02/01/2019    01/07/2022 
        Promissory Note  —      131.7    —      —      131.7    39.0    8.0  18/01/2019    26/01/2020 

Corporate

        Long term loan(2)  141.5    —      —      —      478.0    141.5    8.4  11/06/2019    10/12/2020 
  Total  261.3    1,240.8    1,901.4    6,403.0    2,139.7    633.2      

 

(1)

Includes debt held by CAM and its subsidiariesVial y Vives—DSD that is denominated in Chilean pesos, Colombian pesos and Brazilian reais, all of which is presented in Chilean pesos in the table above.pesos.

(2)

Does not include our payable to Chubb Insurance Company related to our proportional repayment obligation under the GSP performance guarantee.guarantee, which was repaid in full on December 6, 2018.

As of DecemberMarch 31, 2017,2019, S/.808.5.149.0 million (US$240.644.1 million) of our total indebtedness indicated in the table above has matured, of which S/.562.1.39.0 million (US$167.311.5 million) was repaid and S/.246.4.110.0 million (US$73.332.5 million) was renewed by extending the maturities. The weighted average interest rate of this renewed indebtedness and additional indebtedness was 4.8%7.7% and the maturity dates rangedrange from January 5, 2018April 4, 2019 to December 18,June 26, 2019.

In June 2017, we renegotiated the terms of our syndicated loan and our obligations with respect to the GSP bridge loan and the GSP performance guarantee. In July 2017, we entered into a financial stability framework agreement providing for new lines of credit.

BelowSet forth below is a description of our material outstanding indebtedness as of December 31, 2016. As of such date, we were not in compliance with certain of the financial covenants related to our syndicated loan. We subsequently entered into an amendment of the syndicated loan, which modified the effective date of compliance with the covenants. However, as of the date of this annual report, we were in continuing default under the syndicated loan and certain of our other debt instruments due to, among other things, the delay in furnishing the company’s 2016 audited consolidated financial statements. See “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments,” and “Item 13. Defaults, Dividends, Arreages and Delinquencies.”2018.

Leasing. As of December 31, 2016,2018, we were party to numerous leasing agreements with several financial institutions which in the aggregate amounted to approximately S/.246.8.42.97 (US$73.512.64 million).We entered into such agreements primarily for the purpose of leasing the equipment and other assets necessary to run our operations. Upon maturity of each leasing agreement, we have the option to purchase or return the equipment or assets to the lessor. The amounts owed under these leasing agreements are generally repaid in monthly installments, subject to a minimum guaranteed payment corresponding to the minimum amount for which the equipment or assets could be sold to a third-party.

Citibank, N.A. Secured Loan. Our subsidiary GMP has a secured loan with Citibank, N.A. under a loan agreement dated September 19, 2008 and amended on August 27, 2012, inwith an outstanding principal amount of S/.44.1.20.70 million (US$13.16.13 million) as of December 31, 2016.2018 and as of the date of this annual report. This loan accrues interest at an annual rate of three month LIBOR plus: (i) 1.70% if, at the installment payment date, the exchange rate between the sol and U.S. dollar remains between S/.2.60 to S/.2.75 per US$1.00 or (ii) 1.95%, if otherwise. The loan matures in August 2020. The proceeds of the loan were used by our subsidiary GMP to finance the construction, equipment and operation of the Gas Pariñas plant in Talara. The agreement is secured by certain land, equipment and accounts receivable of GMP. The agreement contains certain customary covenants, including restrictions on the ability of GMP to pay dividends if it is in default under the loan and the obligation by GMP to maintain the following financial covenants during the term of the agreement: (a) Leverage Ratio (as defined therein) shall not be greater than 1.50; (b) DebtService Coverage Ratio (as defined therein) shall not be less than 1.20; (c) Liquidity Ratio (as defined therein) shall not be less than 1.10; and (d) Debt Coverage Ratio (as defined therein) shall not be greater than 2.20.

Norvial Corporate Bonds.In July 2015, Norvial established its first corporate bond program on the Lima Stock Exchange, for a total amount of S/.365 million (US$106.9 million). The first tranche under this program was issued for an amount of S/.80 million, due 2020 with an annual interest rate of 6.75%. The second tranche was issued for an amount of S/.285 million, due 2027 with an annual interest rate of 8.375%, structured in three disbursements. In July 2015 we received the first disbursement for S/.105 million, in January 2016 we received the second disbursement for S/.100 million and in July 2016 we received the third disbursement of S/.80 million. These bonds are secured by: (i) certain cash flows; (ii) a mortgage on the Norvial concession; (iii) a lien over Norvial shares; (iv) the assignment of Norvial’s rights over a performance bond provided by GMP; and (v) any additional guarantees granted in favor of other secured creditors. The proceeds of these bonds were used to pay S/.85 million of debt outstanding under a short-term loan agreement with Banco de Crédito del Perú (BCP) for a total S/.150 million, and the rest was used to finance the construction of the second stage of Ancon – Huacho Pativilca highway and the value added tax linked to the implementation of the project expenses. As of December 31, 2016,2018, Norvial had S/.363.325.4 million (US$108.196.3 million) outstanding under these bonds.

Senior Secured Notes.On February 2015, GyM Ferrovías issued a total of S/.629,000,000.629 million (US$184.3 million) Series A Senior SecuredVAC-Indexed Notes due 2039, with an annual interest rate of 4.75% plus adjustments for inflation. The bonds are secured by (i) a mortgage on the Lima Metro concession, (ii) a lien on GyM Ferrovías shares, (iii) certain collection rights, (iv) certain cash flows and (v) liens on certain accounts.The proceeds from the issuance were used to repay a short term loan provide by Banco de Crédito delPerú-BCP for S/.400 million, funding of the reserve accounts, payment of the issuance expenses, and for the partial repayment of a subordinated loan provided by certain shareholders of GyM FerroviasFerrovías to GyM Ferrovías. According to the indenture, in order to make any payment of a subordinated loan or distribute any dividends, our Debt Service Coverage Ratio (as defined therein) should be at least 1.2x. Under the indenture GyM Ferrovías has fund the debt service reserve account on a quarterly basis with the equivalent of the amounts due in the next two succeeding interest payment dates. Moreover, the operation and maintenance reserve account must be funded annually with an amount equal to twenty-five percent (25%) of operation and maintenance costs of the corresponding current annual budget. As of December 31, 2016,2018, GyM Ferrovías had S/.604.52.8 million (US$179.515.7 million) outstanding under these notes.

Financing of the Expansion Project of the Lima Metro ConcessionConcession.. On August 23, 2017, GyM Ferrovias entered into a US$396 million financing structure with Mizuho Bank, Ltd and Sumitomo Mitsui Banking Corporation. The particular structure for the expansion project of the Lima Metro involves the securitization of irrevocable and unconditional payment obligations of the Government of Peru (CPAOs), which have been sold by GyM Ferrovias to a borrower under a long-term loan facility. The expansion project includes the improvement of civil works and the purchase of additional rolling stock, including trains and cars that will be designed, built, operated and maintained by GyM Ferrovías, as concessionaire under the Lima Metro concession. The financing is structured as a long-term loan facility and a working capital facility.

As of the date ofDecember 31, 2018, US$62.0 million was outstanding under this annual report, GyM Ferrovias is in continuing default under the financing of the expansion project due to thenon-delivery of our audited consolidated financial statements for the 2016 fiscal year, in our capacity as guarantor of the obligations of GyM Ferrovias under the agreement. We have initiated the process of obtaining a waiver from lenders.structure.

BCP Loan.In December 2015, our subsidiary GMP S.A. and Oiltanking Peru S.A.C. subscribed in equal parts to a medium term loan credit agreement for up to US$100 million with Banco de CreditoCrédito del Peru, comprised of (i) a medium term tranche for up to US$70 million (for additional investments) with an annual interest rate of 6.04% and a term of five years, and (ii) a medium term tranche for up to US$30 million (for committed investments) with an annual interest rate of 6.32% and a term of eight years. The tranches of the loan mature in 2024 and 2027, respectively. The proceeds of this loan are to finance Terminales del Peru’s obligations in the operation contracts that it maintains with Petroperu in regards to the Central Terminal (corresponding to the Callao Port), and North Terminals (corresponding to the Etén, Salaverry, Chimbote and Supe Ports).As of December 31, 2016,2018, GMP S.A. had US$8.224.6 million (S/.27.6.83.0 million) outstanding under this loan.

Syndicated Loan. In December 2015 we entered into a medium term loan credit agreement for up to US$200 million (S/.672 million) with Credit Suisse AG, Cayman Islands Branch, and Credit Suisse Securities (USA) LLC. The term of the loan is five years, with quarterly installments starting on the 18th month. The loan accrued interest at a rate of three months Libor plus 3.9% per year. The proceeds were used to finance our equity participation in Gasoducto Sur Peruano (“GSP”),GSP, which was the concessionaire of the southern gas pipeline project. As of December 31, 2016,2018, the principal amount outstanding under this loan was US$15037.5 million (S/.504.127 million) and, as of the date of this annual report, the principal amount outstanding under this loan is US$76.331.45 million (S/.256.5.103.45 million).

As a result of the termination of the GSP gas pipeline concession, in June 2017, we entered into an amendment to the credit agreement. According to the terms of the amendment, our syndicated loan matures in December 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year of the amendment. The syndicated loan continues to accrue interest at LIBOR plus 4.90% per year. In addition, we are prohibited from paying dividends until the loan is repaid in full. Also, we have provided additional security interests, so that the amended syndicated loan will be secured by: (i) a first lien on our shares of GyM and Concar; (ii) a first lien on our shares of Almonte; (iii) a first lien on certain real estate properties in Surquillo; (iv) liens on certain related accounts; (v) a second priority lien on our shares of CAM and CAM Servicios del Perú S.A.;Servicios; and (vi) a first lien on cash flows from the sale of certain assets.

The amendment to the credit agreement contains certain covenants, including the obligation by us to maintain the following financial ratios during the term of the agreement: (i) the Consolidated EBITDA to Consolidated Interest Expense Ratio (as defined therein) shall not be less than 3.5:1.0 commencing on April 1, 2018 and thereafter; (ii) the Consolidated Leverage Ratio (as defined therein) shall not be greater than (a) 3.5:1.0 at any time during the period commencing on December 31, 2016 and ending on March 31, 2017; (b) 3.5:1.0 at any time during the period commencing on April 1, 2017 and ending on June 30, 2017; (c) 3.0:1.0 at any time during the period commencing on July 1, 2017 and ending on September 30, 2017; and (d) 2.5:1.0 at any time thereafter; and (iii) the Debt Service Coverage Ratio (as defined therein) as of the last day of any fiscal quarter of the borrower, falling on or after the first anniversary of the closing date, shall not be less than 1.5:1.0 commencing on April 1, 2018 and thereafter. Furthermore, the agreement contains a covenant restricting the CAM Chile Leverage Ratio (as defined therein) from exceeding 2.5:1.0 at any time. The agreement also imposes limitations, in an event of default, on ours and our subsidiaries’ ability to distribute dividends, including, among others, that we may only distribute cash dividends to our stockholders out of 40% of our net income available for distribution in accordance with IFRS, as reflected in our audited consolidated financial statements for the fiscal year most recently ended.

As of the date of this annual report, and due to the accounting adjustments in connection to the termination of the GSP concession, we are again under certain continuing defaults under the syndicated loan with respect to the financial ratios and thenon-delivery of the company’s audited consolidated financial statements for the fiscal years 2016 and 2017 on time. We are in the process of requesting waivers from the lenders.

GSP Bridge Loan and New Term Loan.With the termination of the GSP gas pipeline concession, our proportional guarantee under the GSP bridge loan became due. As of December 31, 2016, there was US$129 million (S/.433.4 million) of principal amount outstanding under our corporate guarantee. As of the date of this annual report theThe principal amount outstanding under the GSP bridge loan has been entirely paid. On June 27, 2017 we entered into a new US$78.7 million (S/.264.8 million) term loan with Natixis, BBVA, SMBC and MUFJ, the proceeds of which were used to prepay GSP bridge loan. The new term loan matures on 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year of the amendment. The agreement with respect to such term loan contains a covenant restricting the Consolidated Leverage Ratio (as defined therein) from exceeding 3.5:1.0 at any time and the CAM Chile Leverage Ratio (as defined therein) from exceeding 2.5:1.0 at any time. The term loan accrues interest at LIBOR plus 4.50% per year, which will increase to 5.00% during the second year and to 5.50% during the third year. In addition, we will be prohibited from paying dividends until the loan is repaid in full. Also, the term loan will be secured by: (i) a first lien on our rights to receive the termination payment derived from the GSP termination (the “VCN”);, (ii) a second priority lien on our shares of GyM and Concar; (iii) a second priority lien on our shares of Almonte; (iv) a second priority lien on certain real estate properties in Surquillo; (v) a second priority lien on our shares of CAM; (vi) a second priority lien on our shares of CAM Servicios del Perú S.A.;Servicios; and (vii) a first lien on cash flows from the sale of certain assets. AsThe principal amount outstanding under the new term loan was US$63.47 million (S/.214.46 million) as of December 31, 2018, and as of the date of this annual report, there is US$72.547.25 million (S/.156.16) outstanding on the GSP bridgeterm loan.

As of the date of this annual report, we are under certain continuing defaults under the term loan with respect to the financial ratios and thenon-delivery of the audited consolidated financial statements of the company for the 2016 and 2017 fiscal years on time. We are in the process of requesting waivers from the lenders.

GSP Performance Guarantee.Upon the termination of the GSP gas pipeline concession, our proportional repayment obligations under the GSP performance guarantee from Chubb Insurance Company in the amount of US$52.5 milllion (S/.177.4 million) became due. As ofOn December 31, 2016,6, 2018, we had US$52.5 million (S/.176.4 million) inpaid the final installment with respect to our our obligations outstanding and, as of the date of this annual report, we had US$15.6 million (S/.52.6 million) in obligations outstanding. We recorded this amount as other accounts payable in our financial statements as of December 31, 2016. On March 31, 2017, we renegotiated the terms of our repayment obligations. The new terms required repayment by March 31, 2018 and were extended until June 30, 2018, with interest accruing at 6% per year. The new terms also provide a security interest over our shares in CAM and over cash flows from the sale of certain assets.to Chubb Insurance Company.

Financial Stability Framework AgreementAgreement.

On July 31, 2017, we, and certain of our subsidiaries, GyM, CAM PeruConstruyendo País S.A., Vial y Vives—Vives — DSD and Concesionaria Vía Expresa Sur S.A., entered into a Financial Stability Framework Agreement (together with certain complementary contracts, the “Framework Agreement”) with the following financial entities: Scotiabank Peru S.A.A.Perú S.A., Banco Internacional del Perú S.A.A., BBVA Banco Continenal,Continental, Banco de Crédito del Perú, Citibank del Perú S.A.Peru SA and Citibank N.A. The Framework Agreement aims to: (i) grant GyM a syndicated revolving line of credit for working capital for up to US$1,630,5381.6 million and S/.143,934,533,.143.9 million, which may be increased by an additional US$14,000,00014 million subject to certain conditions; (ii) grant GyM a line of credit of up to US$51,566,84951.6 million and S/.33,563,807;.33.6 million; (iii) grant us, GyM, CAM PeruConstruyendo País S.A., Vial y Vives – DSD and Concesionaria Vía Expresa Sur S.A. anon-revolving line of credit to finance reimbursement obligations under performance bonds; (iv) grant a syndicated line of credit in favor of us and GyM for the issuance of performance bonds up to an amount of US$100,000,000100 million (which may be increased by an additional US$50,000,000,50 million subject to compliance with certain conditions); and (v) to commit to maintain existing standby letters of credit issued at the request of GyM and us, as well as the request of CAM PeruConstruyendo País S.A., Vial y Vives – DSD and Concesionaria Vía Expresa Sur S.A. In April of 2018, we repaid US$73.972.7 million of the facility with the proceeds of the sale of Stracon.

Stracon GyM and in July of 2018 we repaid an additional of US$ 15.4 million. As of December 31, 2018, there was US$59.44 million outstanding under this agreement.

As of December 31, 2018 and as of the date hereof, our construction subsidiary GyM is under a continuing default under the Financial Stability Framework Agreement with respect to its failure to comply with certain ratios between Tranche A (client invoices) and Tranche B (client provisions). No event of default has been formally notified to GyM by the lenders, and our subsidiary has requested a waiver from the lenders, which is pending. If duly notified to GyM by the lenders, the consequence of this annual report, we aredefault would be to transfer certain amounts due under continuing defaultTranche A to Tranche B, for which payment is not due tountil July 2019. As of December 31, 2018, there was US$43.7 million (S/.147.8 million) outstanding under Tranche A and US$15.7 million (S/.53.0 million) outstanding under Tranche B of thenon-delivery facility, for a total of our audited consolidated financial statements and those of our subsidiary, GyM, for the 2016 and 2017 fiscal years. We are in the process of requesting waivers from the lenders.US$59.4 million.

Derivative Financial Instruments

In February 2012, our subsidiary GyM Ferrovías entered into a forward rate agreement with BBVA S.A. for an initial amount of EUR 98.6 million to hedge the foreign exchange risk pertaining to expenditures incurred in euros to a foreign supplier for the development, maintenance and operation of the Lima Metro. GyM Ferrovías received EUR39.2 million outstanding under the agreement at a fixed exchange rate of S/.3.5952 per euro beginning in March 2013 and up to S/.3.6412 per euro in January 2014.

In August 2012, our subsidiary GMP entered into two interest rate swaps with Citibank, N.A. to hedge its exposure to fluctuations in LIBOR under its unsecured loan with Citibank, N.A. described above. These interest rate swaps establish a fixed annual rate of 5.05%, payable at each interest payment date under the loan.

In September 2012, our subsidiary Viva GyM entered into a forward foreign exchange agreement with Banco de Crédito del Peru to hedgeWe did not execute any derivative financial instruments from 2013 until the foreign exchange risk on the amount to be received in U.S. dollarsdate hereof, other than as proceeds from a loan agreement with Banco de Crédito del Peru in connection with the construction of the Torre Real 8 project. Under the agreement, Viva GyM received in soles the equivalent of US$3.6 million in 12 equal installments payments of US$300,000 determined at a fixed exchange rate of S/.2.5921 per U.S. dollar on the first installment in October 2012 and up to S/.2.6242 per U.S. dollar on the final installment in September 2013. In February 2013, Viva GyM settled a second forward exchange agreement with Banco de Crédito related to the same project pursuant to which it received in soles the equivalent of US$3.3 million in scheduled installments (between July 2013 and January 2014).

In August 2014, our subsidiary CAM Chile entered into two forward foreign exchange agreements for US$0.9 million and US$0.8 million, respectively. In addition, in February 2015, CAM entered into two forward foreign exchange agreements for US$0.9 million and US$0.5 million respectively.

described above. For additional information about our derivative financial instruments and borrowings, see notes 2.9 18 and 19 to our audited annual consolidated financial statements included in this annual report.

Capital Expenditures

The table below provides our total capital expenditures incurred in 2014, 20152016, 2017 and 2016.2018.

 

   Year ended December 31, 
   2014   2015
Restated
   2016   2016 
   (in millions of S/.)   

(in millions

of US$)

 

Engineering and Construction(1)(2)

   485.0   124.2   115.0    34.2 

Infrastructure

   226.8   247.4   141.5    42.1 

Real Estate(3)

   119.4   41.4   49.7    14.8 

Technical Services(2)(4)

   120.9   65.9   59.5    17.7 

Corporate

   200.1   469.1   421.9    125.6 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,152.2   948.0   787.55    234.40 
     2016  2017  2018 
     (in millions
of S/.)
  (in millions
of US$)
  (in millions
of S/.)
  (in millions
of US$)
  (in millions
of S/.)
  (in millions
of US$)
 

E&C(1)(2)

  Capital expenditure  116.8   34.8   49.4   15.2   (40.2  (11.9
  Divestitures  —     —     (11.8  (3.6  (257.6  (76.2
  Total E&C  116.8   34.8   37.6   11.6   (297.8  (88.1

Infrastructure

  Capital expenditure  146.8   43.7   122.6   37.8   131.7   39.0 
  Divestitures  —     —     —     —     —     —   
  Total Infrastructure  146.8   43.7   122.6   37.8   131.7   39.0 

Real Estate(3)

  Capital expenditure  49.7   14.8   39.7   12.2   (4.9  (1.5
  Divestitures  —     —     (36.3  (11.2  —     —   
  Total Real Estate  49.7   14.8   3.4   1.0   (4.9  (1.5

Corporate(2)

  Capital expenditure  529.5   157.6   (-0.6  (0.2  2.2   0.6 
  Divestitures  (107.6  (32.0  (121.7  (37.5  (12.1  (3.6
  Total Corporate  421.9   125.6   (122.3  (37.7  (10.0  (3.0
  TOTAL(4)(5)  735.2   218.8   41.2   12.7   (181.0  (53.6

 

(1)

In our consolidated financial statements, in accordance with IFRS, we record in “cash flow used in investing activities” with respect to equipment leases only the amounts paid during the period as opposed to the total amount of lease payments, which is included in the table above.

(2)

Includes S/.328.8.73.4 million, S/.415.9.0 million and S/.72.9.0 million of capital expenditures related to acquisitions in 2014, 20152016, 2017 and 2016,2018, respectively.

(3)

Includes S/.115.9.13.9 million, S/.1.0 and S/.0 million and S/.13.9.8.3 million in investments in 2014, 20152016, 2017 and 2016,2018, respectively, for the purchase of land by our Real Estate segment, which in accordance with IFRS are recorded in our consolidated financial statements as “inventory.”

(4)

In our consolidated financial statements, in accordance with IFRS, we record as “cash flow used in investing activities” with respect to equipment leases only the amounts paid during the period as opposed to the total amount of lease payments which is included in the table above.

(5)

Divestitures are related to the sale ofnon-strategic assets, and minor divestitures are in capital expenditures.

Capital expenditures for our E&C segment of approximately S/.485.0.116.8 million (US$162.234.8 million), S/.124.2.49.9 million (US$36.415.2 million) and S/.115.0.(40.2) million (US$34.23(11.9) million), in 2014, 20152016, 2017 and 2016,2018, respectively, primarily correspond to the purchase and sale of equipment and machinery and, to a lesser extent, investments relating to mining services contracts. In 2014, capital investments in the E&C segment included S/.74.7 million (US$25 million) with respect to additional stake of Stracon GyM, S/.17.9 million (US$6 million) with respect to an additional stake in CAM Peru and S/.234.3 million (US$78.4 million) with respect to the acquisition of Morelco. In 2015 capital investments in the E&C segment also included S/.22.0 million (US$7.3 million), with respect to the acquisition of 20% of the participation of Red Eagle in the San Ramon Project (Colombia). In 2016, capital investments in the E&C segment also included S/.51.38.51.1 million (US$15.115.2 million) with respect to an additional stake in Vial y Vives- DSD. In 2017, capital investments in the E&C segment only included the purchase and sale of equipment and machinery. In 2018, capital investments in the E&C segment only included the sale of equipment.

Capital expenditures for our Infrastructure segment of approximately S/.226.8.146.8 million (US$75.943.7 million), S/.247.4.122.6 million (US$72.437.8 million), and S/.141.5.131.7 million (US$42.139 million) in 2014, 20152016, 2017 and 2016,2018, respectively, correspond to periodic maintenance and the construction of the second stage of our Norvial toll road concession and, in our Energy line of business, oil development drilling activities as well as improvements for our gas processing plant and investments in Metro de Lima.the Lima Metro. In 20142016, capital expenditures mainly corresponded to the start of the campaign to drill wells in Block IV, the expansion of tanks at Terminales del Peru and 2015the construction of the second stage of our Norvial toll road concession. In 2017, capital expenditures for our Infrastructure segment continued with the construction and maintenance of second stage of Norvial toll road concession, and also investments incurred in drilling wells in Blocks IV. In 2018, capital expenditures for our infrastructure segment also included the purchasecontinuation of trains for Line Onedrilling wells and, to a lesser extent, the maintenance of the Lima Metro and the construction of the railway maintenance and repair yard, while in 2016 we only had capital expenditures relating to work maintenancesecond stage of our trains and infrastructure.Norvial toll road concession.

Capital expenditures for our Real Estate segment of approximately S/.119.4 million (US$40.0 million), S/.41.4 million (US$12.4 million) and S/.49.7 million (US$14.8 million), S/.39.7 million (US$12.2 million) and S/.(4.9) million (US$(1.5) million) in 2014, 2015,2016, 2017 and 2016,2018, respectively, primarily correspond to the purchase of land for real estate projects, including El Tigre, Panorama and Huancayo projects in 2014, the Ancon project in 2015, and the Pezet and Paul Harris projects in 2016.

Capital expenditures2016, an additional purchase for our Technical Services segmentthe Paul Harris project in 2017, and the liquidation of approximately S/.120.9 million (US$40.4 million), S/.65.9 million (US$19.3 million),Panorama project, and S/.59.5 million (US$17.7 million)an additional purchase for the Paul Harris project in 2014, 2015 and 2016, respectively, primarily correspond to maintenance of equipment relating to Concar, CAM and GMD.2018.

In 2014, Corporate2016, corporate segment investments includewere S/.75.8 529.5 million, (US$25.4 million) for the acquisition of COGA andwhich mainly included S/.88.3 million (US$29.5 million) for additional stake in GyM and Viva GyM plus the construction of the new office building for corporate use. In 2015, investments include S/.346.5 million (US$115.9) for the acquisition of a 20% stake of Concesionaria Gasoducto Sur Peruano S.A. and S/.47.4 million (US$13.9 million) for the acquisition of Adexus. In 2016, investments include S/.426.7426.4 million (US$127 million) for the acquisition of our 20% stake in GSP and S/.22.3 million (US$6.76.6 million) for an additional stake in Adexus. In 2017 and 2018, there were no relevant corporate segment investments, as the company initiated a divestment process ofnon-strategic assets.

Divestitures in 2014 consisted of approximately S/.43.0 million (US$14.4 million) relating to sale of equipment by GyM and Stracon GyM. Divestitures in 2015 consisted of approximately S/.10.4 million (US$2.9 million) relating to sale of equipment of GyM Divestitures in 2016 consisted of S/.107.6 million (US$32.0 million) relating to the sale of our 1.64% stake in Transportadora de Gas del Perú S.A. (TGP) and. Divestitures in 2017 consisted of approximately S/.107.0.169.8 million (US$31.852.3 million) relating to the sale of equipmentour stake in Red Eagle of GyM.Stracon GyM, the sale of our 22.5% stake held in our associate, PRINSUR, the sale of our 89.19% interest in GMD, our IT services subsidiary, and the sale of our 51% interest in COGA to our partners, Enagas and Carmen Corporation. Divestitures in 2018 consisted of S/.269.7 million (US$79.8 million) relating to the sale of our interests in Stracon GyM, CAM Chile and CAM Servicios.

We have budgeted S/.352.6.268.8 million (US$103.779.6 million) in capital expenditures for 2017.2019. Our current plans for our E&C segment contemplate capital expenditures in 20172019 of approximately S/.94.2.11.5 million (US$27.7)3.4) million, mainly for the purchase of equipment and machinery. Our current plans for our Infrastructure segment contemplate capital expenditures in 20172019 of approximately S/.185.1.230.4 million (US$54.568.2 million), principally for the construction of the second stage of Norvial, the expansion of the Line 1 of the Lima Metro and for investments in oil development drilling activities. Our current plans for our Real Estate segment contemplate expenditures in 20172019 of approximately S/.7.2 million.59.9million (US$2.117.7 million) for the purchase of land for real estate development projects. Our current plans for our Technical Services segment contemplate capital expenditures in 2017 of approximately S/80.4 million (US$23.7 million) principally for the purchase of equipment used in our operations. Our current plans for our Corporate segment contemplate divestitures in 20172019 of approximately S/.291.6.33 million (US$85.79.8 million). In addition, we have entered into a financial stability framework agreement providing for new lines of credit. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

These estimates are subject to change. We routinely evaluate acquisitions, new infrastructure concessions, land purchases and other investment or divestiture opportunities that are aligned with our strategic goals, particularly in Peru, Chile and Colombia. We cannot assure you that we will find opportunities on terms that we consider to be favorable to us, whether we will be able to take advantage of such opportunities should they arise, or the timing of and funds required by such opportunities. In addition, should we undertake any such investments, we expect to finance these opportunities with a combination of cash on hand, new borrowings and/or financial contributions from partners, depending on a variety of commercial considerations at such time. See “Part I. Introduction—Forward-Looking Statements.”

C. Research and Development, Patents and Licenses, Etc.

Not applicable.

D. Trend Information

Our Main Market: Peru

The following sets forth key macroeconomic trends in our markets, Peru, Chile and Colombia. For additional information on trends in our business, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Factors Affecting our Results of Operations” and “Item 4.B. Business Overview—Backlog.”

Overview of the Peruvian Economy

Our results are substantially affected by economic conditions prevailing in Peru. The Peruvian economy has been one of the fastest growing economies globally during the period from 20132014 to 2017.2018. According to the Peruvian Central Bank, Peruvian real GDP grew at an average rate of 3.5%3.24% during that period, one of the highest rates in South America. The economic expansion during this period was a result of robust domestic demand, increase in investment, price stability, increase in foreign direct investment, and an improvement in public finances, among other factors.

Nominal GDP per capita has increased from S/.17,645. 21,959.3 in 20132014 to S/.22,046. 23,670.2 in 2017,2018, a 24.9%7.79%% increase. Average annual inflation, measured by the change in the CPI index, was 3.0%2.9% in the period from 20132014 to 2017.2018. On the other hand, Peru’s Sol, depreciated from an average of S/.2.70.2.84 per US$1.00 in 20132014 to an average of S/.3.26.3.29 per US$1.00 in 2017,2018, a depreciation of 21%14.3%. Peru’s sovereign debt has been granted investment grade rating by S&P, Fitch and Moody’s. At the end of 2017,2018, Peruvian sovereign debt had one of the highest credit ratings in the South American region, rated BBB+ by S&P (August 2013) and Fitch (October 2013)(March 2019) and A3 by Moody’s (July 2014)(August 2018).

The following table sets forth the main economic indicators of the Peruvian economy from 20132014 to 2017:2018:

 

  2013 2014 2015 2016 2017   2014 2015 2016 2017 2018 

Nominal GDP (US$ billions)

   202.1  202.8  192.3  195.3  215.1    202.8  192.3  195.3  215.1  225.3 

Nominal GDP / capita (US$)

   6,529.6  6,455.0  6,172.7  6,204.5  6,756.7    6,455.0  6,172.7  6,204.5  6,756.7  7,005.1 

Real GDP growth rates (% based on local currency GDP)

   5.0 2.4 3.3 4.0 2.5   2.4 3.3 4.0 2.5 4

Private consumption growth rate

   5.2 3.9 4.0 3.3 2.5   3.9 4.0 3.3 2.5 3.8

Private investment growth rate

   3.9 (2.3%)  (4.3%)  (5.9%)  0.1   (2.3%)  (4.3%)  (5.9%)  0.1 4.4

Foreign direct investment growth rate

   (24.0%)  (15.2%)  4.9 (17.0%)  (1.4%)    (15.2%)  4.9 (17.0%)  (1.4%)  (8.8%) 

Public expenditure (consumption and investment) growth rate

   9.4 3.6 3.6 (0.2%)  1.1   3.6 3.6 (0.2%)  1.1 4.3

Total private and public fixed investment growth rate (1)

   5.9 (2.1%)  (5.3%)  (4.6%)  0.0   (2.1%)  (5.3%)  (4.6%)  0.0 5.2

Exports growth rate

   1.0 (0.9%)  4.0 9.5 8.5   (0.9%)  4.0 9.5 8.5 2.5

Imports growth rate

   5.1 (1.4%)  2.4 (2.2%)  4.0   (1.4%)  2.4 (2.2%)  4.0 3.4

Inflation (measured by change in CPI)

   2.9 3.2 4.4 3.2 1.4   3.2 4.4 3.2 1.4 2.2

Average exchange rate (S/./US$)

   2.70  2.84  3.19  3.38  3.26    2.84  3.19  3.38  3.26  3.29 

End of period exchange rate (S/./US$)

   2.80  2.99  3.41  3.36  3.25    2.99  3.41  3.36  3.25  3.38 

Central Bank interest rate (end of period)

   4.00 3.50 3.75 4.25 3.25   3.50 3.75 4.25 3.25 2.80

Population (million)(1)

   30.9  31.4  31.1  31.5  31.8 

Unemployment rate(1)

   7.5 6.0 6.4 6.7 6.7

Population (million)(1)

   31.4  31.1  31.5  31.8  32.5 

Unemployment rate(1)

   6.0 6.4 6.7 6.7 6.6

Total public debt (US$ billions)

   38.3  38.6  41.8  46.7  53.6    38.6  41.8  46.7  53.6  57.9 

Public debt/nominal GDP (%)

   19.6 20.0 23.3 23.8 24.8   20.0 23.3 23.8 24.8 25.7

Net reserves (US$ billions)

   65.7  62.3  61.5  61.7  63.6    62.3  61.5  61.7  63.6  60.2 

Net reserves/nominal GDP (%)

   32.5 30.7 32.0 31.6 29.6   30.7 32.0 31.6 29.6 26.7

Fiscal surplus (deficit)/nominal GDP (%)

   0.9 (0.3%)  (2.1%)  (2.6%)  (3.1%)    (0.3%)  (2.1%)  (2.6%)  (3.1%)  (2.4%) 

 

Source: Peruvian Central Bank, SBS, Ministry of Economy and Finance, National Statistical Institute of Peru (INEI), IMF.

 

(1)2017

2018 projected by IMF.

The following table sets forth real gross domestic product by expenditure for the years indicated.

 

GDP by Expenditure (% of GDP unless otherwise stated)

  2013   2014   2015   2016 2017   2014   2015   2016   2017   2018 

Government consumption

   11.2    12.2    12.6    12.0  11.8    12.2    12.6    12.0    11.8    11.5 

Private consumption

   61.5    63.0    65.5    65.5  64.8    63.0    65.5    65.5    64.8    64.7 

Total fixed investment

   27.9    26.3    24.6    22.6  21.1    26.3    24.6    22.6    21.1    22.4 

Public sector

   5.8    5.6    5.0    4.8  4.6    5.6    5.0    4.8    4.6    4.8 

Private sector

   20.7    20.1    19.3    17.8  16.9 

Change in inventories(1)

   1.4    0.6    0.3    (0.0 (0.5

Exports of goods and services

   24.1    22.4    21.0    22.1  24.3 

GDP by Expenditure (% of GDP unless otherwise stated)

  2013  2014  2015  2016  2017 

Imports of goods and services

   24.8   24.0   23.7   22.2   22.0 

Net exports

   (0.7  (1.6  (2.7  (0.1  2.3 

GDP (in billions of US$)

   202.1   202.8   192.3   195.3   215.1 

GDP by Expenditure (% of GDP unless otherwise stated)

�� 2014  2015  2016  2017  2018 

Private sector

   20.1   19.3   17.8   16.9   17.6 

Change in inventories(1)

   0.6   0.3   (0.0  (0.5  (0.6

Exports of goods and services

   22.4   21.0   22.1   24.3   25.0 

Imports of goods and services

   24.0   23.7   22.2   22.0   23.0 

Net exports

   (1.6  (2.7  (0.1  2.3   2.0 

GDP (in billions of US$)

   202.8   192.3   195.3   215.1   225.3 

 

Source: Peruvian Central Bank

 

(1)

Defined as the difference between the volume at the end of the period and the volume at the beginning of the period; valued at the average price over the period.

Key Industry Sectors Relating to Our Business in Peru

Construction and Infrastructure

The Peruvian construction industry nominal GDP is estimated at US$12.413.3 billion and accounted for 5.8%5.9% of the country’s nominal GDP in 20172018 according to the Peruvian Central Bank. Construction GDP grew at an average of 4.2%0.5% annually in nominalreal terms during the five years from 20132014 to 2017.2018. The following table illustrates, from 20132014 to 2017,2018, the average real growth rate in both private investment and construction in Peruvis-à-vis the average real GDP growth rate.

Growth of Real Private Investment GDP and Real Construction Sector GDP vs. Real GDP

 

LOGOLOGO

Source: Peruvian Central Bank.

Mining

Peru is a poly-metallic resources producer and exports several metals including silver, copper, zinc, gold and lead, among others. Peru is also a major contributor to global metal reserves. According to the U.S. Geological Survey of 2018, Peru holds 17.5%15.9% of global silver reserves, 12.2%12.3% of global zinc reserves, 10.3%11.4% of global copper reserves and 4.3%4.4% of global gold reserves, as of January 2018.March 2019. According to the Peruvian Central Bank, mining exports reached approximately US$27.2 28.8 billion and represented 60.5%59% of total Peruvian exports in 2017.2018.

Upcoming mining projects comprise estimated capital expenditures of approximately US$18.9 billion from 2015 to 2017, according to APOYO Consultoría. As of December 2017, the Peruvian Ministry of Energy and Mines estimates 4648 mining projects at various stages of development involving an estimated investment of US$46.159.1 billion.

Mining Investment Projects by Level of Development

 

   Number of
Projects
   US$
billion
 

Expansion

   5    5.2 

With approved Environmental Impact Assessment (“EIA”)

   14    15.7 

With EIA under evaluation

   2    0.6 

Exploration

   25    24.5 
  

 

 

   

 

 

 

Total

   46    46.1 
   Number of
Projects
   US$
billion
 

Under construction

   7    10.1 

Detailed Engineering

   5    4.9 

Feasibility

   14    14.6 

Pre-feasibility

   22    29.4 

Total

   48    59.1 

 

Source: Peruvian Ministry of Energy and Mines.

Power and Utilities

The power and utilities market in Peru has shown sustained growth with maximum electricity demand reaching 6,596 MW and growing at an average annual rate of 4.5% during the five years from 2013 to 2017, according to the Economic Operations Committee of Peru’s National Interconnected System. The growth of the power and utilities market has led to the construction of power generation facilities, as well as the expansion of the power transmission and distribution network.

According to the Economic Operation Committee of the National Interconnected System (“COES SINAC”), Peru had an installed generation capacity of 11,970 MW as of December 2017. As of 2017, the Peruvian market was served by 54 generation companies. As of December 2017, the nation’s power transmission network spanned approximately 28,537 kilometers, according to the COES SINAC. As of 2017, there were 13 electric distribution companies across Peru.

Oil and Gas

The oil and gas activity in Peru has decreased with a sector nominal GDP average annual growth rate of (1.6)(3.0)% during the five years from 20132014 to 2017.2018. Oil and gas activity includes the exploration and production, and transportation and commercialization of hydrocarbon products and derivatives.

According to the Peruvian Ministry of Energy and Mines, during 2017,2018, local production of hydrocarbonspetroleum was approximately 16 MMbbl of Petroleum, 33 MMboe of liquefied natural gas (LNG) and 81 MMboe of natural gas. These levels decreased an average of 3.3% annually from 2013 to48.5 Mbbl per day, 12.25% more than 2017. Peruvian gas production increased considerably since 2004, when the Camisea project, the largest gas project in Peruvian history, began operations. The Peruvian Ministry of Energy and Mines reports that as of 20162017, proven reserves of oil and gas amounted to 3,9063,131 MMboe. These reserves have increased since 2009, due to increased exploration activities, as evidenced in the chart below. The Peruvian government’s reserves methodology may differ materially from the one mandated by the SEC.

Hydrocarbons Proven Reserves and Production Evolution in Peru (in MMboe)

 

LOGOLOGO

 

 

Source: Peruvian Ministry of Energy and Mines

Our Other Markets: Chile and Colombia

Chile

Overview of the Chilean Economy

Our activities in Chile span across the E&C and power services sectors. The following table sets forth the main economic indicators of the Chilean economy for the period from 20132014 to 2017.

2018.

Values in nominal US$ billion unless otherwise stated

  2013 2014 2015 2016 2017   2014 2015 2016 2017 2018 

Nominal GDP

   278.5  261.1  244.0  250.1  276.9    261.1  244.0  250.1  276.9  298.8 

Nominal GDP / capita (US$)

   15,797.4  14,655.5  13,548.4  13,743.8  15,057.6    14,655.5  13,548.4  13,743.8  15,057.6  15,934.7 

Real GDP growth rate (%)

   4.2 1.9 2.2 1.3 1.5   1.9 2.2 1.3 1.5 4.0

Inflation (%, measured by change in CPI)

   3.0 4.6 4.4 2.7 2.3   4.6 4.4 2.7 2.3 2.6

Total private and public fixed investment

   69.1  57.1  49.6  47.6  49.1    58.4  53.6  57.8  61.8  58.7 

Average exchange rate (CLP/US$)

   495.0  570.0  654.2  676.8  649.3    570.0  654.2  676.8  649.3  640.29 

End of period exchange rate (CLP/US$)

   523.8  607.4  707.3  667.3  615.2    607.4  707.3  667.3  615.2  694.0 

Population (million) (1)

   17.6  17.8  18.0  18.2  18.4    17.8  18.0  18.2  18.4  18.8 

Unemployment rate (2)

   5.9 6.4 6.2 6.5 7.0

Public Debt / nominal GDP (%)

   12.0 14.0 16.0 21.3 24.9

Net reserves / nominal GDP (%)

   14.8 15.5 15.8 16.2 14.1

Fiscal surplus (deficit) / nominal GDP (%)

   (0.5%)  (1.5%)  (2.1%)  (2.7%)  (2.8%) 

Values in nominal US$ billion unless otherwise stated

  2014  2015  2016  2017  2018 

Unemployment rate

   6.4  6.2  6.5  7.0  6.7

Public Debt / nominal GDP (%)

   14.0  16.0  21.3  24.9  25.6 

Net reserves / nominal GDP (%)

   15.5  15.8  16.2  14.1  14.5

Fiscal surplus (deficit) / nominal GDP (%)

   (1.5%)   (2.1%)   (2.7%)   (2.8%)   (3.1%) 

 

Source: Chilean Central Bank, Chilean Government Budget Office, IMF, Global Insight

(1)2017 and 2016

2018 projected by the IMF

(2)2017 projected by the IMF

The Chilean real GDP grew at an average annual rate of 2.2% during the five years from 20132014 to 20172018 in real terms. The country’s nominal GDP per capita has increased 25.0%24.2% from CLP 7,819,6468.9 million in 20132014 to CLP 9,777,34311.1 million in 2017.2018. This expansion was mainly driven by a strong domestic demand in real terms: total consumption grew on average at 3.2% per year during the five years from 20132014 to 2017.2018. Inflation has remained stable since 2013,2014, averaging 3.4%3.3% between 20132014 and 2017,2018, in line with the Chilean Central Bank’s inflation target of 3% +/- 1%. Chile’sChilean sovereign debt has the highest rating in the South America region, rated A+ by S&P (July 2017), Aa3A1 by Moody’s (July 2016)2018) and A by Fitch (February 2018)2019).

Colombia

Overview of the Colombian Economy

Our current activities in Colombia involve technical services provided primarily to the power services sector. The following table sets forth the main economic indicators of the Colombian economy for the period from 20132014 to 2017.2018.

 

Values in nominal US$ billion unless otherwise stated

  2013 2014 2015 2016 2017   2014 2015 2016 2017 2018 

Nominal GDP

   380.0  377.9  288.4  280.4  309.2    377.9  288.4  280.4  309.2  266.4 

Nominal GDP / capita (US$)

   8,065.2  7,928.1  5,983.0  5,751.6  6,272.4    7,928.1  5,983.0  5,751.6  6,272.4  5,349.1 

Real GDP growth rate (%)

   4.9 4.6 3.1 2.0 1.8   4.6 3.1 2.0 1.8 2.7

Inflation (%, measured by change in CPI)

   1.9 3.7 6.8 5.8 4.1   3.7 6.8 5.8 4.1 3.1

Total private and public fixed investment

   92.2  97.6  76.2  68.9  70.7    76.5  60.7  66.7  66.7  64.6 

Average exchange rate (COP/US$)

   1,868.9  2,001.1  2,771.5  3,051.0  2,951.3    2,001.1  2,771.5  3,051.0  2,951.3  2,956.6 

End of period exchange rate (COP/US$)

   1,926.8  2,392.5  3,149.5  3,000.7  2,984.0    2,392.5  3,149.5  3,000.7  2,984.0  3,208.6 

Population (million) (1)

   47.1  47.7  48.2  48.7  49.3    47.7  48.2  48.7  49.3  49.8 

Unemployment rate (1)

   9.7 9.1 8.9 9.2 9.3   8.7 8.6 8.7 8.6 9.7

Public Debt / nominal GDP (%)

   34.5 37.7 41.4 42.8 45.3   37.7 41.4 42.8 45.3 50.4

Net reserves / nominal GDP (%)

   11.5 12.5 16.2 16.6 15.4   12.5 16.2 16.6 15.4 14.2

Fiscal surplus (deficit) / nominal GDP (%)

   (2.2%)  (2.6%)  (3.1%)  (3.9%)  (3.3%)    (2.6%)  (3.1%)  (3.9%)  (3.3%)  (3.1%) 

 

Source: Colombian National Department of Administration of Statistics (DANE), Colombian Central Bank, Colombian Treasury Department, IMF, Global Insight

(1)2017 and 2016

2018 projected by the IMF

Colombian real GDP grew at an average annual rate of 3.3%2.8% during the five years from 20132014 to 2017.2018. The country’s nominal GDP per capita has increased 22.8%decreased 9.5% from COP 15,073,04619.0 mm in 20132014 to COP 18,511,88817.2 mm in 2017.2018. Inflation has increased in recent years, averaging 4.4%4.7% per year from 20132014 to 2017,2018, higher than the Colombian Central Bank’s inflation target of 3% +/- 1%. On the other hand, the Colombian peso depreciated from an average of COP 1,8692,001.1 per US$1.00 in 20132014 to an average of COP 2,9512,956.6 per US$1.00 in 2017.2018. Colombia’s sovereign debt currently holds BBB rating from Fitch (October 2017)(November 2018)BBB- from S&P (December 2017), and Baa2 from Moody’s (July 2014)(February 2018). Colombia is also recognized for its investor-friendly legal regime.

E.Off-BalancE.Off-Balancee Sheet Arrangements

As of December 31, 2016,2018, we did not haveoff-balance sheet arrangements that have or are reasonably likely to have a current or future effect on theour company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

For information about performance guarantees and similar instruments that we obtained in the ordinary course of business, see note 3132 to our audited annual consolidated financial statements.statements included in this annual report.

F. Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations with payment terms as of December 31, 2016.2018.

 

  Payments Due By Period (in millions of S/.)   Payments Due By Period (in millions of S/.) 
  Less than
1 year
   1-2 years   3-5 years   More
than 5
Years
   Total   Less than
1 year
   1-2 years   3-5 years   More
than 5
Years
   Total 

Indebtedness(1)

   1,223.7    411.2    672.0    801.1    3,108.0 

Capitalized Lease Obligations(1)

   117.3    80.9    25.1    16.9    240.2 

Interest(2)

   126.2    174.7    307.0    536.1    1,144.0 

Purchase Obligations(3)

   176.4    —      —      —      176.4 

Indebtedness(1)

   781,649    403,565    175,163    813,495    2,173,872��

Capitalized Lease Obligations(1)

   17,321    7,333    12,998    —      37,652 

Interest(2)

   5,022    43,750    41,391    4,138    94,302 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total(4)

   1,643.7    666.8    1,004.1    1,354.0    4,668.6 

Total(3)

   803,992    454,648    229,552    817,633    2,305,826 

 

(1)

Includes principal only of our indebtedness and capitalized lease obligations.

(2)

Includes the effect of our interest swap agreements described in “—Derivative Financial Instruments.”

(3)Includes the debt from performance guarantee with Chubb.
(4)

Excludes building leases, which are not material.

G. Safe Harbor

See “Part I. Introduction—Forward-Looking Statements.”

 

ItemITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

General

Our business and affairs are managed by our board of directors in accordance with ourby-laws, shareholder meeting rules of procedure, board of directors rules of procedure, internal rules of conduct and Peruvian Corporate Law No. 2688726,887 (“Peruvian Corporate Law”). Our bylaws provide for a board of directors of between five and nine members. Our shareholders may appoint an alternate director for each director to act on his or her behalf when absent from meetings or unable to exercise his or her duties. Alternate directors have the same responsibilities, duties and powers of directors to the extent they are called to replace them.

Directors are elected at a shareholders’ meeting and hold office for three years. Directors may be elected to multiple terms. Our current board of directors is composed of nineeight directors and no alternates. If a director resigns or otherwise becomes unable to continue with the duties, a majority of our directors may appoint one of the alternate directors, or in the absence of alternate directors, any other person, to serve as director for the remaining term of the board. In the first board meeting held after the annual shareholders’ meeting where members of the board are elected, the board of directors must elect among its members a chairman and a vice chairman if the shareholders’ meeting did not elect them. As of the date of this annual report, we have one vacancy in our board of directors. We expect to fill this vacancy in the near term.

The board of directors typically meets in regularly scheduled quarterly meetings andmonthly, when called by any director or our Chief Executive Officer. Resolutions must be adopted by a majority of the directors present at the meeting and the chairman is entitled to cast the deciding vote in the event of a tie.

Duties and Liabilities of Directors

Pursuant to Article 177 of Peruvian Corporate Law, directors are jointly and severally liable to a corporation, shareholders and third parties for any damages caused by abuse of power, fraud, willful misconduct or gross negligence. In addition, pursuant to Article 3 of Law No. 29720,29,720, as amended, directors of companies with common shares listed on the Lima Stock Exchange are liable to the company and its shareholders for damages caused by resolutions which are favorable to their individual interest (or the interest of a related party) to the detriment of the company’s interest if: (i) the listed company is a party to the transaction; (ii) the controlling

shareholder of the listed company controls the legal entity acting as counterparty; (iii) the transaction is not carried out on an arm’s length basis; and (iv) at least 10% of the listed company’s assets are involved in the transaction. A director cannot be found liable if he/she did not participate in the respective meeting or if the director’s express disagreement is noted in the corresponding record.

Article 180 of the Peruvian Corporate Law requires a director with a conflicting interest on a specific matter to disclose such interest and abstain from the deliberation and decision-making process with respect to such matter. A director who violates this requirement is liable for any damages caused to us and may be removed by a majority of the board of directors upon request of any member of the board or by a majority vote of the shareholders.

Pursuant to Article 181 of Peruvian Corporate Law, shareholders are entitled to protect the interest of a company through derivative law suits against directors in order to remedy or prevent a wrong to the corporation. In addition, pursuant to Article 4 of Law No. 29720,29,720, with respect to companies listed on the Lima Stock Exchange, a shareholder holding shares which represent at least 10% of the paid capital may bring said action against the directors.

Board of Directors

The following sets forth our directors and their respective positions as of the date of this annual report. AllThe term of the current board of directors were elected at our annual shareholders’ meeting held on March 31, 2017, and their term expires in March 2020, on the third anniversary from the date of election.

 

Name

  

Position

  Year of
Birth
   Year of First
Appointment
 

Augusto Baertl

Rafael Venegas

  

Chairman of the Board (Independent)*

Vice Chairman of the Board (Independent)**

   

1945

1950

 

 

   

2017

2017

 

 

Carlos Montero

  Director   1942    1996 

Pedro Pablo Errazuriz

  Director (Independent)**   1961    2014 

Roberto Abusada

  Director (Independent)**   1946    2017 

Alfonso de Orbegoso

  Director (Independent)**   1962    2017 

Manuel del Río

  Director (Independent)**   1952    2017 

Alfonso García Miró

  Director   1964    2017 

José Antionio Rosas

  

Director (Independent)**

   1970    2017 

Name

  

Position

  Year of
Birth
   Year of First
Appointment
 

Augusto Baertl Montori

  Chairman of the Board   1945    2017 

Rafael Venegas Vidaurre

  Vice Chairman of the Board (Independent)*   1950    2017 

Carlos Montero Graña

  Director   1942    1996 

Pedro Pablo Errazuriz Domínguez

  Director (Independent)*   1961    2014 

Roberto Abusada Salah

  Director   1946    2017 

Alfonso de Orbegoso Baraybar

  Director (Independent)*   1962    2017 

Manuel del Río Jiménez

  Director (Independent)*   1952    2017 

Ernesto Balarezo Valdez

  Director (Independent)*   1967    2018 

 

*

Independent member under Peruvianthe Exchange Act independence standards.

**Independent member under Peruvian and NYSE independence standards.

The following sets forth selected biographical information for each of the members of our board of directors. The business address of each of our current directors is Av. Paseo de la República 4667, Surquillo, Lima 34, Perú.Peru.

Augusto Baertl Montori. Mr. Baertl is a mine engineer from the Universidad Nacional de Ingeniería with postgraduate programs at Harvard Business School and at Northwestern University. He has assumed important senior management positions in Peruvian and international mining and oil companies. For 30 years, Mr. Baertl held various positions in the mining company Milpo, ranging from mine superintendent, assistant manager and COO, to CEO. From 1997 to 2003, he served as president and CEO of Compañiaía Minera Antamina. Since 1997 he has been CEO of Agrícola Chapi S.A., and since 2003, he has been the executive president of Gestora de Negocios e Inversiones.

Mr. Baertl is the former chairman of the board of directors of the National Society of Mining, Oil and Energy at the Institute of Mining Engineers of Peru, as well as of the Latin American Business Council (CEAL) and of the Chamber of Commerce Canada- Peru. He has also been chairman of the board of Atlas Copco Peru, Downing Teal-Peru, and Petroperu. In addition, he has been member of the board of directors of different companies such as Milpo, Atacocha, Huarón, Chungar, Castrovirreyna Mining Corporation, Interbank, BISA, Graña y Montero S.A.A., Norsemont and of the Prospectors and Developers Association of Canada (PDAC). He is currently chairman of the board of Agrícola Chapi, as well as a member of the board of Alturas Minerals, Chinalco International, FIMA, Stevia One and Ligabue Catering Perú S.A.C. He is also an active member of the board of directors of the National Society of Mining, Petroleum and Energy and COMEX. He has also participated in the board of directors of variousnon-profit institutions.

Rafael Venegas Vidaurre. Mr. Venegas is an industrial and systems engineer from Universidad Nacional de Ingeniería and holds post-graduate specializations in administrative and finance processes at A.AndersenA. Andersen School in Chicago, and has completed the Management and CEO programs at the Graduate School Kellogg, as well as the strategic planning, human management and marketing program at Harvard University. He has been CEO of Banco Internacional de Colombia, Citibank Peru, BankBoston Peru, Banco Sudamericano, Hermes/Brinks and, from 2010 to 2016, of Rimac Seguros y Reaseguros.

In addition, Mr. Venegas has served as director of several institutions and companies such as Diners Peru, Profuturo AFP, Banco Financiero, Scotiabank Perú, Compass Group Peru and as chairman of the board of directors in Citileasing, Citicorp S.A.B., Clínica Internacional and Rímac EPS.

Carlos Montero Graña. Mr. Montero is a civil engineer from Universidad Nacional de Ingeniería, and completed postgraduate studies in the senior management program at the University of Piura. He has been director of Graña y Montero S.A.A. since August 1996 to date. Mr. Montero is also chairman of the board of our subsidiary Concar S.A. and director of our subsidiary GMP S.A. He previously served as managing director of our subsidiary GyM until 2007, and was director of IPAE, GMD, GMI and UNICON.

Pedro Pablo Errázuriz Domínguez.Mr. Errázuriz is a civil engineer from Universidad Católica de Chile, with a master’s degree in engineering sciences from the same university and a master’s degree in operational research (Finance) from the London School of Economics. He is currently a partner of Veta Tres and director of companies. Until March 2014, he served as Minister of Transport and

Telecommunications in the Chilean administration of president Sebastián Piñera, a position he assumed in 2011. He has been a director of several companies representing the Ontario Teachers’ Pension Plan Holding and CEO of its investments’ subsidiary in Chile, AndesCan, between 2009 and 2011. At the same time, he served as chairman of the board of Biodiversa, Esval, Aguas del Valle and SAESA Group. He was CEO and president of the board of the health services company ESSBIO. He was also CEO of Lan Express between 2000 and 2006 and Vice President of corporate planning for Lan Chile between 1999 and 2000. Mr. Errázurriz has been a member of the Graña y Montero board from 2014 to date.

Roberto Abusada Salah.Mr. Abusada studied Economics at Universidad Católica del Perú and at Cornell and Harvard Universities in the USA. He holds a Bachelor’s degree in economics from Universidad Católica as well as a master’s and PhD in economics from Cornell University. He has been senior advisor to the Minister of Economy during the years of the Peruvian economic reform (1993 and 1997). In 1994 heco-founded the Peruvian Institute of Economics (IPE), which he presides over. Dr. Abusada has taught economics at Universidad Católica del Perú, Universidad del Pacífico, UPC, ESAN and Boston University. He was director of the program of graduates in economics of the Universidad Católica and in the 1980s he held the positions of vice minister of commerce, vice minister of economy and member of the board of directors of the Central Reserve Bank. He has been director of the Corporación Andina de Fomento, as well as of Graña y Montero S.A.A. and TECSUP. He has been a member of the Global Strategic Advisory Group (GSAG) of the Konrad Adenauer Foundation. He has been a consultant to the United Nations (UNIDO, Vienna) World Bank, Inter-American Development Bank and various governments. He is currently an Ad Honorem advisor of the Peruvian government for matters of the Pacific Alliance and representative of the presidency of the council of ministers to the board of the fiscal stabilization fund and chairman of the board of GMD, S.A., director in GMP S.A. and UNACEM S.A.A.

Dr. Abusada has written several books and academic articles in various economic areas and is currently writing a fortnightly opinion column at El Comercio newspaper in Lima, Peru.

Alfonso de Orbegoso Baraybar. Mr. de Orbegoso is a lawyer from Pontificia Universidad Católica del Perú. He holds a master’s degree from Duke University School of Law and has completed specialization courses at the London School of Economics, Georgetown University and The McDonough School of Business. During 1991 and 1998 was partner of the Ludowieg, Andrade & Associates law firm and during 1998 to 2013 he served as legal vice president and regulatory affairs at Nextel del Perú S.A. During 2014 and 2015 he served as vice president legal, regulatory and interconnection at Nextel Telecomunicações Ltda, Brazil.

Manuel del Río Jiménez. Mr. Del Río is a mechanical engineer from Pontificia Universidad Católica del Perú and holds a master’s degree in industrial management from the Krannert Graduate School of Management—Management — Purdue University—University — Indiana, USA. Since October 2016, Mr. Del Río has been serving as manager of administration and finance at MZM Mining. From July 2013 to September 2016, he was partner in tax & legal at KPMG in Peru and responsible for transactions, transfer pricing, corporate finance and business development.

During 2010 and 2013, he was the lead partner in the practice of advisory at KPMG in Peru. Previously, and since joining KPMG in 2004 until 2010, he was the managing partner of the transfer pricing division of KPMG Tax & Legal in Peru. He has more than nine years as leader of the financial control area and CFO of Citibank Perú. He was vice president of Profuturo AFP as well as member of the executive committee and director for ten years. In addition to this, he has been in charge of the professional and medical equipment business unit at Philips for eight years. Moreover, for ten years he has held various positions in the industrial and internal consulting sectors of Philips Peruana. He has taught several courses and lectures at the ESAN School of Business for Graduates and at the Pontificia Universidad Católica del Perú, as well as in private companies.

Alfonso García Miró PeschieraErnesto Balarezo Valdez. Mr. Alfonso Garcia MiroBalarezo has a Master´s Degree in Industrial Management and a Bachelor´s Degree in Industrial Engineering, both degrees obtained at the University of Texas A&M in United States. He holds a degreepost-graduate specializations in economics and an MBA from the Universidad de Piura, Peru.Management, Finance, Human Resources, at Institutions such as Institute of Directors (IoD), Harvard, Wharton, INSEAD, IESE, among others. He is chairmancurrently working as a partner and director of Comunal Coworking. In the previous three years, he held the positions of Executive Vice President for the Americas at Gold Fields Limited, and CEO of IPN Investments, a real assets investment & holding company based in Peru.Gold Fields La Cima S.A. He also leads IPN Properties, a Peruvian real estate development firm, and Swissport GBH Honduras, an airport handling & cargo services company. Mr. Garcia Miro is Pastpreviously worked for sixteen years for the Hochschild Group. His last position was as Vice President of CONFIEP,Operations at Hochschild Mining. He was also Chief Executive Officer of Hochschild Mining in Mexico and then in Peru, as well as Deputy Chief Executive Officer and Chief Financial Officer in Cementos Pacasmayo. He has also been Director of several companies related to the National Confederation of Private Business Associations; board memberHochschild Group and former president of COMEXPERU, the Peruvian Foreign Trade Association; board memberGold Fields Ltd and Director—Founder of the Chilean-Peruvian business council, a private initiative tasked to foster the economic ties between these two countries.

He is also board member of Instituto Proeducación, an educational NGO; board member of IPE, the Peruvian Institute of Economics, a private think tank supporting free economy principles and practices; and board member of MALI, the Lima Art Museum. In the past, Mr. Garcia Miro sponsored, as founder, chairman and CEO of several infrastructure companies, such as GBH Investments, Swissport GBH Perú and Aeropuertos del Perú.

José Antonio Rosas Dulanto. Mr. Rosas holds a bachelor’s degree in business administration and accounting from Universidad del Pacífico. He also holds an MBA in finance from the Wharton School de University of Pennsylvania and has completed the high potential leadership program and the advanced management program at Harvard Business School.Peruvian—South African Chamber. He has been CFOalso contributed as Director of Supermercados Peruanos S.A.Peru 2021 and of Intercorp Perú Ltd. In addition, he has served as vice president of finance at Interbank and as CEO of Universidad Tecnológica del Perú. He is currently director of the MLW Institute for the Development of DreamFutures and managing partner at Nexus Group.in IPAE Acción Empresarial.

Executive Officers

Our executive officers oversee our business and are responsible for the execution of the decisions of the board of directors. Our executive officers are appointed for an indefinite period of time and their term of office may be terminated by our board of directors at its discretion. The following table presents information concerning the current executive officers of theour company and their respective positions:

Name

  

Position

  Year of
Birth
   Year of
Appointment
   Year of First
Employment
at the
Company
 

Luis Francisco Díaz Olivero

  Chief Executive Officer   1970    2017    1993 

Mónica Miloslavich

  Chief Financial Officer   1966    2009    1993 

Antonio Rodríguez

  Chief Investment Officer   1963    2017    1999 

Daniel Urbina Pérez

  Chief Legal Officer   1969    2018    2018 

Jorge Luis Izquierdo

  Chief Human Resources Officer   1973    2015    1999 

Antonio Cueto

  Chief Operating Officer   1966    2017    1996 

Rolando Ponce

  Chief Executive Officer of Viva GyM   1963    2008    1993 

Renato Rojas

  Chief Executive Officer of GyM   1972    2014    1995 

Eduardo Villa Corta

  Chief Executive Officer of GMI   1964    2014    1995 

Reynaldo Llosa

  Chief Executive Officer of GMP   1960    2014    2014 

Oscar Pando

  Chief Executive Officer of CONCAR   1973    2016    2016 

Manuel Wu

  Chief Executive Officer of GyM Ferrovías   1977    2011    2001 

Stephen Dixon

  Chief Executive Officer of Stracon GyM   1970    2015    2011 

Arturo Serna

  Chief Executive Officer of Morelco   1957    2014    2014 

Pablo Ruiz

  Chief Executive Officer of Vial yVives-DSD   1965    2017    2017 

Luis Fukunaga

  Roads Concessions Officer   1970    2012    2002 

Sergio Morales

  Chief Executive Officer of Adexus   1958    2017    2016 

Carlos Gómez Pinto

  Chief Audit Executive   1961    2018    2018 

Javier Vaca Terron

  Regional Manager of Engineering and Construction   1970    2018    2018 

Fernando Dyer

  Chief Risk and Compliance Officer   1962    2017    2017 

Manuel Fernández Pollan

  Executive Director, CAM and Adexus   1958    2017    2016 

Julia Sobrevilla

  Corporate Affairs Officer   1969    2018    2018 

*Appointed by CAM in 2007.

Name

  

Position

  Year of
Birth
   Year of
Appointment
   Year of First
Employment
at the
Company
 

Luis Díaz Olivero

  

Chief Executive Officer

   1970    2017    1993 

Mónica Miloslavich Hart

  

Chief Financial Officer

   1966    2009    1993 

Daniel Urbina Pérez

  

Chief Legal Officer

   1969    2018    2018 

Marlene Negreiros Bardales

  

Chief Human Resources Officer

   1972    2019    2019 

Antonio Cueto Saco

  

Chief Operating Officer

   1966    2017    1996 

Rolando Ponce Vergara

  

Chief Executive Officer of Viva GyM

   1963    2008    1993 

Renato Rojas Balta

  

Chief Executive Officer of GyM

   1972    2014    1995 

Luis Fukunaga Mendoza

  

Chief Executive Officer of GMI

   1970    2018    2002 

Reynaldo Llosa Martinto

  

Chief Executive Officer of GMP

   1960    2014    2014 

Jorge Luis Izquierdo Ramirez

  

Chief Executive Officer of CONCAR

   1973    2019    1999 

Manuel Wu Rocha

  

Chief Executive Concessions Officer

   1977    2018    2001 

Mario Gálvez Abad

  

Chief Executive Officer of GyM Ferrovías

   1972    2018    2017 

Antonio Rodríguez Canales

  

Chief Executive Officer of Morelco

   1963    2018    1999 

Alejandro Palma Jara

  

Chief Executive Officer of Vial yVives-DSD

   1959    2018    2018 

Carlos Gómez Pinto

  

Chief Audit Executive

   1961    2018    2018 

Javier Vaca Terron

  

Regional Manager of Engineering and Construction

   1970    2018    2008 

Fernando Dyer Estrella

  

Chief Risk and Compliance Officer

   1962    2017    2017 

Manuel Fernández Pollan

  

Chief Executive Officer of Qualys/Chief of Information Technology

   1958    2019    2016 

Julia Sobrevilla Perea

  

Corporate Affairs Offer

   1969    2018    2018 

The following sets forth selected biographical information for each of our executive officers:

Luis Francisco Díaz Olivero.Olivero. Mr. Díaz joined the group in 1993, and has been our chief executive officer since March 2, 2017 and was our deputy chief executive officer from February to March 2, 2017. Before that, he served as chief operating officer since 2015, as infrastructure officer between April 2013 and December 2014, and as the chief executive officer of our subsidiary GMP between 2011 and April 2013. He holds a degree in industrial engineering, and an MBA from University of Pittsburgh. He also served as the deputy chief executive officer of GMP from 2009 to 2011; chief financial officer of Graña y Montero from 2004 to 2009; and chief financial officer of our subsidiary GyM from 2001 to 2004. He is a member of the boards of directors of GyM, GMP Viva GyM, Adexus and StraconViva GyM.

Mónica Miloslavich.Miloslavich Hart. Mrs. Miloslavich joined the group in 1993 and has served as our chief financial officer since 2009. She holds a degree in economics from Universidad de Lima. She worked as chief financial officer of Graña y Montero Edificaciones S.A.C. from 1998 to 2004, and as chief financial officer of our subsidiary GyM from 2004 to 2009.

Antonio Rodriguez. Mr. Rodríguez joined the group in 1999, and has been our chief commercial officer since 2017. Previously, he was our investment officer since 2017. Before that, he served as chief commercial officer since January 2015. He previously served as chief investment officer, from 2010 to 2014. He holds a degree in accounting from Universidad de Lima, a master’s in business administration from ESAN, and a master’s in business administration from Birmingham Business School in the UK. He was the chief executive officer of Larcomar from 1999 to 2010, and is currently a director of our subsidiaries CAM and GMD.

Daniel Urbina Pérez.rez. Mr. Urbina joined the group in 2018 as Chief Legal Officer. Before that, he served as general counsel for Inkia Energy since 2008, as vice president for Standard Chartered Bank between July 2005 and October 2008, as head of legal and compliance for Banco Standard Chartered between March 2000 and July 2005, as director general of the legal department for the Ministry of the Presidency between June 1999 and March 2000, as advisor to the Minister for the Advancement of Women between July 1997 and July 1998 and as associate for Benites Mercado & Ugaz between July 1993 and July 1998. He holds a law degree and an LLM from Columbia University and is authorized to practice law in Peru and New York.

Jorge Luis Izquierdo. Mr. IzquierdoMarlene Negreiros Bardales joined the group in 1999,February 2019 as Corporate Human Resources Officer. Before that, she served as Corporate Human Resources Officer in Gloria Group, and was appointed chief human resources management officer in December 2015. Priorprior to that, he was our chief operational excellence officer between 2011 and 2015. In addition, from 2011 to 2013, he worked as chief officer of the Learning Center (currently known as Academia), and had previouslyshe served as project management officer. Hea Global Human Resources Director in AJE Group. She holds a degree in civil engineeringbusiness administration from Pontificia Universidad Católica del PerúPeruana de Ciencias Aplicadas, a Human Resources Business Partner certification from Human Resources Certification Institute (HRCI), and a master’s degreepostgraduate certification in construction managementHuman Resources from UniversityINCAE Executive Education and the MCDonough School of California, Berkeley.Business from Georgetown University.

Antonio Cueto.Cueto Saco. Mr. Cueto joined the group in 1996 and has been our chief operating officer since 2017. Previously, he was our infrastructure area officer since January 2015. He formerly served as country manager in Chile and held different management positions in the group. He holds a degree in economics from Universidad Católica del Perú and has a Masters degree in business administration from Universidad del Pacífico. He also has master’s in management and finance from HEC (France). He is a director of our subsidiaries GMP, GyM Ferrovías, Norvial, La Chira, Concesionaria Vía Expresa Sur, Survial and GMI.

Rolando Ponce.Ponce Vergara. Mr. Ponce joined the group in 1993 and has served as the chief executive officer of our subsidiary Viva GyM since 2008, and as our chief real estate area officer since 2014. He holds a degree in civil engineering from Universidad Ricardo Palma. He also holds a master’s degree in construction and real estate business management from Pontificia Universidad Católica de Chile-Politécnica de Madrid, Spain. He previously served as manager of GyM’s real estate division. He is currently a member of the boards of directors of our subsidiaries Viva GyM and Almonte.

Renato Rojas.Rojas Balta. Mr. Rojas joined the group in 1995, and he has served as the chief executive officer of GyM since February 2014. Prior to that, he held the position of manager of GyM’s civil works division from 2010 to 2014, and of assistant manager of that same division from 2002 to 2010. He holds a degree in civil engineering from Pontificia Universidad Católica del Perú. In addition, he pursued a master’s in company management at Universidad de Piura. He is currently a memberthe chief executive officer of the boards of directors of GMI andour subsidiary GyM.

Eduardo Villa Corta.Luis Fukunaga Mendoza. Mr. Villa CortaFukunaga joined the group in 1995,2002 and has been our roads concessions manager in the infrastructure area since October 2012. He also served as director of our subsidiaries Survial, Norvial, Concesionaria Vía Expresa Sur and Concar. In addition, he has held several management positions, including chief executive officer of GMI since February 2014.Survial S.A and Concesión Canchaque S.A.C. He was the chief technical officer of GyM from 2010 to 2014; and GMI’s manager of the industry division from 2003 to 2010. In 2000 he joined GyM Mexico as its chief executive officer. He holdsis a civil engineer with a degree in civil engineering from Pontificia Universidad Católica del Perú. In addition, he pursuedde Piura. He also completed an MBA at ESAN with studies at Kenan Flagler Business School–University of North Carolina at Chapel Hill, and completed a financial management Program at Universidad de Piura. He is currently a member of the board of directorsdirector of our subsidiary GMI.

Reynaldo Llosa.Llosa Martinto. Mr. Llosa joined the group in 2014, and has served as the chief executive officer of GMP since February 2014. He holds a degree in mechanical engineering from University of Houston, as well as an MBA from Universidad de Piura. He has completed several technical and executive programs, including certificate programs at Rice University and Northeastern Kellogg School of Management. He served as the chief executive officer of BPZ Energy from 2010 to 2013. Prior to that, he had worked in Schlumberger for 25 years, the last 15 of which he spent in management positions.

Oscar Pando.Jorge Luis Izquierdo Ramirez. Mr. PandoIzquierdo joined the group in May 2016,1999 and was appointed chief human resources management officer in December 2015. Prior to that, he was our chief operational excellence officer between 2011 and 2015. In addition, from 2011 to 2013, he worked as chief officer of the Learning Center (currently known as Academia), and had previously served as project management officer. He holds a degree in civil engineering from Pontificia Universidad Católica del Perú, and a master’s degree in construction management from University of California, Berkeley. He is the chief executive officercurrently a director of our subsidiary Concar. He is a business administrator at the Universidad de Lima with a master’s degree from Georgetown University. Mr. Pando has national and international experience of more than 20 years assuming various functional responsibilities, previously passed by Doe Run Perú, APC Corporation S.A., Philip Morris International, Securitas Peru, between other companies.

Manuel Wu.Wu Rocha. Mr. Wu is a civil engineer from the Pontificate Catholic University of Peru and holds a master’s degree in business administration from the University of Piura, Peru. He joined the group in 2001, and acted as chief technical officer for the oil and gas, electricity, infrastructure and sanitation areas of GyM S.A. from 2003 until 2007. He became manager of purchases and logistics of GyM S.A. in 2007, and general manager of the consortium Lima Actividades Comerciales comprised by GyM S.A. and Aguas de Barcelona from 2009 until 2011. Since 2011, he has worked as chief executive officer of GyM Ferrovias S.A. Mr. Wu is currently Chief Executive Concessions Officer.

Stephen Dixon.Mario Gálvez Abad. Mr. DixonGálvez joined the group in 2012,January 2017, assuming the Deputy General Manager of our subsidiary GyM Ferrovías. He holds a bachelor’s degree in economics with complementary studies in negotiation, project evaluation and credit risk. He has more than 15 years of experience in commercial and consumer banking. He served as chief executive officer of Stracon GyM S.A. since 2015. Prior to that, hegeneral manager at Aeropuertos del Perú and also held the position of chief operating officer of Stracon GyM from 2012 to 2014Administration and had served as chief executive officer of Stracon S.A.C. Mr. Dixon holdsFinance Manager at the New Zealand certificate of (civil) engineering from Wellington. In addition, he has pursued studies in finance at London Business School.same company. He is currently a memberdirector of the board of directors of Straconour subsidiary GyM S.A.

Ferrovías.

Arturo Serna. Antonio Rodriguez Canales.Mr. Serna has been part of the group since 2014, when we acquired the majority shareholding of Morelco where he now serves as chief executive officer. Mr. Serna has a degree in chemistry from Universidad del Valle, and over 35 years of experience. He has held the position of chief executive officer of Morelco for 17 years.

Pablo Ruiz. Mr. RuizRodríguez joined the group in 20171999, and has been our chief commercial officer from 2015 to 2017. He previously served as chief investment officer, from 2010 to 2014. Before that, he was the chief executive officer of Larcomar from 1999 to 2010. He also served as director of our subsidiaries CAM and GMD and is currently a director of our subsidiary Morelco. He holds a degree in accounting from Universidad de Lima, a master’s in business administration from ESAN, and a master’s in business administration from Birmingham Business School in the UK.

Alejandro Palma Jara. Mr. Palma joined Vial y Vives – DSD S.A. since 2017.in June 2018 as Mining Commercial Manager, and was appointed as Interim General Manager in January 2019. He is a Construction Engineer (Chile) and holds a degreeMasters in civil engineering from the Polytechnic University of Madrid, he has a master degreeCivil Engineering in business administrationGeotechnical Engineering and Infrastructure from the University of La Laguna (Canary Island)Hannover (Germany), and has been recognized as well as a masterDiplom-Bau Ingenieur in civil engineering from the Universidad de Chile. Mr. RuizGermany. He has more than 27over 34 years of national and international professional experience in construction, mining consulting and engineering. He is also a Qualified Person at the constructionRegistro Público de Personas Competentes en Recursos y Reservas Mineras of highways, roads, bridges, tunnels, environmental works, hydraulic works, marine works, railways, subways, industrial mining, urbanizationChile. He was general manager at SRK Consulting Chile for 15 years, Board Director in Chile for 13 years, Board Director of SRK Consulting (Global) for 10 years, Board Director and residential building, as well asVice President of SRK Consulting (Argentina) for 7 years and Board Director of SRK Consulting (North America(USA-Canada-Mexico)) for 3 years. He was also, from July 2016 until February 2018, Vice President Mining Consulting for South America and Vice President for Ausenco Chile & Argentina. He was a large design-build public-private partnerships on roadkey player introducing successfully in Chile the first double shield Tunneling Boring Machine TBM for the 7.9 Km long Tunnel Sur Los Bronces from Anglo American and building projects. Mr. Ruiz previously worked as constructionproject director at Acciona Contruction and, chief operating officer of Habtoor Leighton Group and area southern cone area director of Dragados.

Luis Fukunaga. Mr. Fukunaga joineduntil the group in 2002 and has been our roads concessions manager inexcavation was completed. He led directly the infrastructure area since October 2012. In addition, he has held several management positions, including chief executive officer of Survial S.A and Concesión Canchaque S.A.C. He is a civil engineerPrefeasibility Study for the 95 ktpd iron ore project Dominga (US$2.4 Billion), with more than 130,000 manhours with a degreescope from Universidad de Piura. Hemine to port (including R&R estimation), and also completed a MBAled most of the large projects carried out at ESAN with studies at Kenan Flagler Business School–University of North Carolina at Chapel Hill, and completed a financial management Program at Universidad de Piura. He currently serves as director of our subsidiaries Survial, Norvial, Concesionaria Vía Expresa Sur and Concar.SRK for 15 years.

Sergio Morales.Morales Contreras. Mr. Morales joined the group in 2016, and has served as the chief executive officer of Adexus S.A since April 2017. He holds a degree in civil industrial engineer from Santiago of Chile University. He has completed several technical and executive programs. He served as commercial manager of Adexus from June 2016 to April 2017. Prior to that, he worked at American Movil Group for nine years and also at Unisys Company for 11 years. He is currently a director of Adexus.

Javier Vaca Terron.Terron. Mr. Vaca graduated as a Civil Engineer, Channels and Ports from the Polytechnic University of Madrid in 1996. He joined the Spanish company, Ferrovial Agroman, participating in the study of international works and directing the execution of projects in Madrid. In 2004, he completed an Executive MBA master’s degree at IESE and joined Grupo Assignia as Director of International Production at the construction company, developing his work mainly in Latin America. In 2007, he was assigned new responsibilities within the Assignia group, as CEO of another group company, Eductrade, dedicated to foreign trade in the field of Health and Education. In 2014, he returned to the construction industry, this time directing the Business Development and Studies, Hiring and Institutional Relations Areas of the Spanish FCC. In 2016, he joined the OHL company as Southern Cone Zone Director, based in Santiago, Chile. In February 2018, he joined Graña y Montero as Regional Manager of the Engineering and Construction Area.

Carlos Gómez Pinto.Pinto. Mr. GomezGómez has worked for Seagrams, Coca-Cola, Merril Lynch and Pacific Exploration & Production, in various leadership positions including as a CFO, Vice President of Internal Audit, Corporate Governance, Risks, Compliance, and Corporate Finance Manager. His experience includes responsibilities for implementingre-engineering processes, identifyingnon-value added activities and helping departments change their structure and improve work process efficiency. Currently, Mr. Gomez is a senior executive of Graña y Montero as Corporate Internal Auditor. Mr. Gomez is a Licensed International Financial Advisor and board member of certain companies andnon-profit organizations. MrMr. Gomez earned a bachelor’s degree in Economics at Rosario University, a top private university in Colombia. He also obtained a MBA from Southern New Hampshire University in the USA.

Fernando Dyer.Dyer Estrella. Mr. Dyer is the Chief Risk and Compliance Officer of Graña y Montero, and is responsible for theour company’s Corporate Risk and Compliance Program. Fernando has more than 30 years of international experience in audit, finance, internal controls, governance, ethics, compliance and management at leading multinationals. His experience includes the design, implementation, management and leading international programs on risk assessment, code of conduct, whistle blower, due diligence, anti-corruption, anti-money-laundering and international sanctions aimed to deter, detect and protect companies from crimes (focused on FCPA and UK Bribery Act). Mr. Dyer holds an MBA form Université de Genève (Switzerland), specialized in International Management, and a BA in Accounting from the Universidad del Pacífico (Perú). He is a Certified Anti-Money Laundering Specialist (CAMS) by the Association of Certified Anti-Money Laundering Specialists (USA), a Certified Corporate Compliance & Ethics Professional (CCEP) by the Society of Corporate Compliance and Ethics (USA), and an International Faculty of the International Training Compliance and International Compliance Association – ICT/ICA – (United Kingdom). Mr. Dyer speaks English, French and Spanish fluently.

ManuelManueal Fernández Pollan.Pollan. Mr. Fernández joined the Group in December 2015 as chief executive officer of Adexus in Chile. He currently leadsalso served as director the Corporate Management of Services of GyM, is the President of Adexus and a director of CAM. Mr. Fernández holds a Bachelor’s degree in Industrial Engineering from the Polytechnic University of Madrid, an MBA from CEPADE in Madrid and a Master’s in Strategic Planning and Finance from IDE in Madrid. He has worked for 10 years at Emerson Network Power, the last three years as Vice President of Sales and Regional Operations of Latin America. Before that he was chief executive officer for the Andean Countries (Colombia, Ecuador, Venezuela and Peru). Previously he worked in the Telefónica group, occupying different positions in Spain and Latin America, the last two years in Peru as chief executive officer of Telefónica Servicios Compartidos and Vice President of Resources of Telefónica del Perú. Mr. Fernandez is currently a director of our subsidiary QUALYS and Chief Information Technology.

Julia Sobrevilla Perea.Perea. Ms. Sobrevilla joined Graña y Montero in April 2018 as Corporate Affairs Officer. She joins Graña y Montero most recently from Coca-Cola Perú, where she was Public Affairs Director from 2012 to 2018. Before joining Coca-Cola Ms. Sobrevilla was Institutional Relations Manager at Grupo ACP, a Peruvian group dedicated to microfinance in Latin America. Prior to that, from 2002 to 2010 she was Country Representative for Population Services International, a Washington,DC-based not for profit, serving in Rwanda, Mexico and Mozambique. Previously she held several positions in MTV Networks and Nickelodeon Latin America from 1994 to 2001, based in Miami, Florida. She holds a Bachelors in Linguistics and Literature from the Pontificia Universidad Católica del Perú and completed Masters Courses in Communication at Stanford University. She sits on the board of SERNANP (Servicio Nacional de Areas Naturales Protegidas), Kunan and Premio Protagonistas del Cambio UPC.

Executive Commission

The Executive Commission is currently comprised by our Chief Executive Officer, Chief Operating Officer, the Business Segment Executive Officer for each of the fourthree segments, our Chief Financial Officer, our Chief InvestmentLegal Officer, our Chief Legal and CorporatePublic Affairs Officer, our Chief Human Resources Officer, our Chief Audit Executive, our Chief Risk and Compliance Officer and our Corporate Business DevelopmentInformation Technology Officer. The Executive Commission evaluates, at the management level, among other matters, our strategic plan, annual budget and annual investment plan.

Business Segments Executive Commission

The Business Segments Executive Commissions are comprised by the Business Segment Executive Officer and the CEOs of the companies in each of the relevant business segments. Each Business Segment Executive Commission evaluates the applicable business segment’s annual budget, finances and operations as well as a summary of the information discussed in the Executive Commission.

Kinship

Mr. José Graña Miró Quesada, a significant shareholder and our former chairman of the board of directors, has first degree kinship by blood with María Teresa Graña Canepa, a shareholder of our company; and third degree kinship by blood with Ms. Yamile Brahim Graña, a shareholder of our company.None.

B. Compensation

Compensation of Directors and Executive Officers

Director compensation must be approved by a majority of shareholders at our annual shareholders’ meeting.

In 2016,2018, total compensation paid to our former board of directors amounted to S/.1,502,920.2.6 million including compensation paid to directors that serve on our subsidiaries’ board of directors. In 2016,2018, total compensation paid to our executive officers amounted to S/.20,461,319..23.8 million. See “Item 4.B Information on the Company—Business Overview—Regulatory Matters—Labor Regulations” for additional information on profit sharing regulatory requirements.

Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director or senior executive upon expiration of his or her term or termination of employment. Under Peruvian law, unless we dismiss someone for justified cause, we are required to pay the dismissed employee (but not directors) 1.5x annual salary for every year with theour company for a period not to exceed 12 years. We are not required to make such payments in the event of voluntary termination. Although we have no ongoing obligation to do so, in the past we have provided, and in the future we may provide, such benefits to our executive officers upon their retirement. We have not set aside or reserved any amounts to provide for pension, retirement or other similar benefits.

Executive Compensation Plan

We establish and pay executive compensation in compliance with applicable labor and tax regulations and corporate governance standards and in accordance with market conditions.

We establish pay scales taking into consideration executives’ responsibilities, including the degree of complexity of those responsibilities, power of decision-making and scope of supervision entrusted.

The fixed salary component of compensation is established for each position based on a pay scale. Fixed salary includes family allowance and cost of living payments, if applicable. We evaluate executives at least once a year to develop action plans in furtherance of continuously improving management performance.

The variable component of compensation is paid to executives and other employees for meeting specific goals, and is related both to his or her performance and our financial results. Variable compensation is typically paid as an annual bonus.incentive.

In addition, labor regulation establishes a mandatory profit sharing provision of 5% of our total annual taxable income, to be distributed among all employees, calculated based on a formula established by law that considers the days worked in the year and remuneration.

Our executives also receive additional benefits, typicallynon-pecuniary. The benefits granted include: (i) a vehicle owned and maintained by theour company, with the purpose of facilitating transportation of executives in the performance of their functions; (ii) a fuel allowance to offset transportation costs in the performance of their functions; and (iii) an insurance policy, including work accident and high risk coverage.

In addition, we have established a plan for certain executives effective March 2013 that awards cash bonuses for the exclusive use of purchasing shares of our company or of our subsidiaries. The executive must agree to hold the shares for a specific period. If the executive is no longer employed with theour company during such period, we are entitled to repurchase the shares at the original purchase price. This benefit is awarded at the discretion and subject to the approval of the Human Resource Management Committee of our board of directors.

C. Board Practices

Board Committees

We have four board committees comprised of members of our board of directors.

Audit and Process Committee

Our Audit and Process Committee is comprised of fourthree directors, all of which are independent in accordance withunder the SEC rules applicable to foreign private issuers.Exchange Act. The current members of our Audit and Process Committee are Mr. Pedro Pablo Errazuriz Domínguez, Mr. Manuel del Rio, Mr. José Antonio RosasRío (chairman of the committee) and Mr. Alfonso de Orbegoso. These directors have extensive business and economic experience in Peru. Mr. Manuel del Rio and Mr. José Antonio Rosas each qualifyRío qualifies as an “audit committee financial expert” in accordance with NYSE independence standards and applicable SEC rules. Our Audit and Process Committee oversees our corporate accounting and financial reporting process. The Audit and Process Committee is responsible for:

 

reviewing our financial statements;

 

evaluating our internal controls and procedures, and identifying deficiencies;

 

recommending to our annual shareholders’ meeting the appointment of our external auditors, determining their compensation, retention and oversight, and resolving any disagreements that may arise between management and our external auditors;

 

evaluating theour company’s compliance with the Board of Director’s internal regulation, as well as with general principles of corporate governance;

 

informing our board of directors regarding any issues that arise with respect to the quality or integrity of our financial statements, our compliance with legal or regulatory requirements, the performance and independence of the external auditors, or the performance of the internal audit function;

establishing procedures for the reception, retention and treatment of complaints regarding accounting, internal controls or other auditing matters, including the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

 

independently engaging its own counsel and any other advisers it deems necessary to fulfill its functions; and

 

establishing policies and procedures topre-approve audit and permissiblenon-audit services.

Our board of directors has adopted a written charter for our Audit and Process Committee, which is available on our website atwww.granaymontero.com.pe.

Human Resource Management Committee

Our Human Resource Management Committee is comprised of three directors, all of which are independent in accordance with Peruvian and NYSE independence standards. The current members of the committee are Mr. Rafael Venegas (chairman of the committee), Mr. Pedro Pablo Errázuriz and Mr. Alfonso de Orbegoso.Ernesto Balarezo. The Human Resource Management Committee is responsible for:

 

reporting to our board of directors on the appointment and dismissal of senior executives;

reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those goals and objectives, and determining and approving CEO compensation;

 

establishing compensation arrangements for senior executives in accordance with the financial results of theour company; proposing measures to ensure transparency in the remuneration of directors and senior executives;

 

evaluating our human resources policies;

 

reporting to our board of directors on matters regarding related party transactions that could result in a conflict of interest; establishing our social responsibility policies; and

 

appointing third-party independent compensation consultants, and establishing the compensation of and overseeing the third-party independent compensation consultants;

As a foreign private issuer, we are not required to maintain a compensation committee that complies with all of the U.S. laws and regulations and NYSE requirements applicable to U.S. issuers.

Strategy and Investment Committee

Our Strategy and Investment Committee is comprised of fivefour directors, with independent members under Peruvian and NYSE independence standards,standard, currently comprising the majority of the committee. The current members of the committee are Mr. José Antonio Rosas, Mr. Manuel del Río, Mr. Alfonso Garcia-Miro, Mr. Augusto Baertl, Mr. Rafael Venegas and Mr. Pedro Pablo Errazuriz. Ernesto Balarezo Valdez (chairman of the committee). Once appointed, the new member of our board of directors is expected to be appointed to this committee.

The Strategy and Investment Committee is responsible for:

 

establishing our investment policies;

 

approving our annual investment plan; and

 

analyzing the projects that would require an investment greater than US$5 million.

Risk, Compliance and Sustainability Committee

Our Risk, Compliance and Sustainability Committee is comprised of fivefour directors, with independent members under Peruvian and NYSE independence standards,standard, currently comprising the majority of the committee. The current members of the committee are Mr. Alfonso de Orbegoso Baraybar (chairman of the committee), Mr. Pedro Errázuriz, Mr. Augusto Baertl and Mr. Manuel del Río. Once appointed, the new member of our board of directros is expected to be appointed to this committee. The Risk, Compliance and Sustainability Committee is responsible for:

 

approving the structure, and evaluating the performance of the organization, in matters of risks and compliance;

 

approving the policies and limits of exposure to risk, monitoring the risk profile of theour company, and supervising the development of the risks and compliance area;

 

ensuring compliance with theour company’s policies, in particular with the anti-corruption policy and the sustainability policy, as well as with applicable laws. This committee can also propose policies, directives and/or complementary procedures that contribute to strengthening the responsible management of theour company; and

 

supervising and reporting to our board of directors on social responsibility practices and management.

Operating Board Committees

We also have two operating board committees that meet monthly and are comprised of members of our board of directors, including at least one independent member under Peruvian and NYSE independence standards per committee.

Engineering and Construction Committee

Our Engineering and Construction Committee supervises the operations of our E&C segment, and is comprised of six directors.segment. The current members of the committee are Mr. Augusto Baertl Mr. Rafael Venegas, Mr. Roberto Abusada,and Mr. Alfonso de Orbegoso, Mr. Pedro Errázuriz and Mr. AlfonsoGarcía-Miro.Orbegoso. Once appointed, the new member of our board of directors is expected to be appointed to this committee.

Infrastructure Committee

Our Infrastructure Committee supervises the operations of our Infrastructure segment and is comprised of five directors.segment. The current members of the committee are Mr. Augusto Baertl, Mr. Rafael Venegas, Mr. José Antonio Rosas, Mr. Alfonso García Miró and Mr. Manuel del Río.o and Mr. Pedro Pablo Errazuriz.

D. Employees

We have developed an extensive and talented team, including more than 3,8001,700 engineers, which gives us the capability and scale to undertake large and complex projects. We also have access to a network of approximately 156,000132,000 manual laborers throughout Peru that can supplement our workforce when required by our projects. Moreover, we have the flexibility to engage our own workers on projects outside Peru, avoiding the need to seek new employees in other countries.

As of December 31, 2016,2018, we had a total of 32,51311,891 full-time employees, including approximately 8,4934,279 manual laborers, a number that fluctuates depending on our project backlog. At such date, we also worked with 4,4342,506 employees of subcontractors. Occasionally, we employ subcontractors for particular aspects of our projects, such as carpenters, specialists in elevator installation and specialists in glassworks. We are not dependent upon any particular subcontractor or group of subcontractors. As of December 31, 2016, 40.4%2018, 69% of our employees worked outside Peru. The following table sets forth a breakdown of our employees by category as of December 31, 2016.2018.

 

Salaried Employees  E&C   Infrastructure   Real Estate   Technical
Services
   Corporate   TOTAL   E&C   Infrastructure   Real Estate   Corporate   TOTAL 

Engineers

   1,504   192    37   2,041   29   3,803   1,229    434    29    37    1,729 

Other Professionals

   758   106    40   782   122   1,808   480    260    33    130    903 

Technical specialists

   1,010   258    50   10,633   29   11,980   1,070    2,081    42    26    3,219 

Manual Laborers(1)

   8,493   —      —      —      —      8,493

Joint operation employees(2)

   1,455   —      —      540   —      1,995

Manual Laborers(1)

   4,279    —      —      —      4,279 

Joint operation employees(2)

   1,627    134    —      —      1,761 

Subtotal

   13,220   556    127   13,996   180   28,079   8,685    2,909    104    193    11,891 

Subcontracted employees

   3,181   175    —      1,078   —      4,434   1,166    1,340    —      —      2,506 

Total

   16,401   731    127   15,074   180   32,513   9,851    4,249    104    193    14,397 

 

(1)

The number of manual laborers, who form part of our network of approximately 156,000132,000 manual laborers, varies in relation to the number and size of projects we have in process at any particular time.

(2)

Includes engineers, professionals, technical specialists and manual laborers employed by our joint operations.

The following chart sets forth the growthchanges of our total employees from December 31, 20132015 to December 31, 2016.

Total Employees2018.

 

LOGO

LOGO

Our talent development system has allowed us to develop a team of professionals who are ablewith the ability to design and implement sophisticated projects. Our talent development system is basedmanagement process broadly focuses on three main pillars: (i) specializedattracting, developing and training for all levels, including senior management; (ii) mentoring; and (iii) feedback from managers to employees.

We have implemented programs to attract young and qualified candidates. Our Trainee, Academic Excellence and Young Engineers programs offer“Cantera” Program offers various types of internships and training opportunities to engineering students and recent graduates, rewarding the most successful candidates with the opportunity to work as full-time, permanent employees. Our focus is not only to attract talented people but also to retain them. Therefore, during the last eight years we have worked together with Great Place to Work®, a human resources consulting, research and training firm, to measure our employee’s satisfaction with the working environment. According to studies carried out by Great Place to Work® during 2016, 74% of our engineers, technical specialists and other professional employees confirmed that we are a “great place to work.” Moreover, our subsidiaries Viva GyM, Stracon GyM, GMP and GMD were recognized by Great Place to Work® as being among the 45 best companies to work for in Peru. In April 2016, our subsidiary Viva GyM was recognized by Great Place to Work among the best 50 companies in Latin America.

Through our Graña y Montero Academy, we offer continuing education opportunities through a wide selection of courses and training programs targeted at each level. We believe the knowledge that our employees gain through these programs is reflected in the way they work and relate to our clients, adding value in every step. During 2016,2018, we invested more than US$6.50.36 million in continuing education, reaching approximately 380,617341,802 training hours of capacitation activities for our employees.

We place significant emphasis on instilling our core corporate values of quality, professionalism, reliability and efficiency on our employees, and on promoting safety, environmental sustainability and social responsibility throughout the entire organization. Our Code of Conduct and Charter of Ethics regulate the conduct of our employees while promoting the foregoing values. In addition, our employees participate in ethics seminars on a periodic basis.

Substantially all of our manual laborers and some of our other employees are members of labor unions. Our practice is generally to extend the benefits we offer our unionized employees tonon-unionized employees. We consider our current relationship with unions to be positive.

In our E&C segment, collective bargaining agreements are negotiated at two levels: (i) on an annual basis between the National Federation of Civil Construction and the Peruvian Chamber of Construction, without our direct involvement; and (ii) on a per project basis directly between the unions and our project committees, in accordance with such annual agreement. In addition, some of our personnel in our gas processing plant belongs to the labor union Unicode Workers Union GMP S.A. We currently have collective bargaining agreements with some of our gas processing plant workers. In the case of ourthe operation and maintenance of our electricity infrastructure assets business, some of our personnel in CAM Perú are subject to a collective bargaining agreement. These collective bargaining agreements are negotiated on an annual basis.

Safety

We safeguard the health and safety of our employees and of all the persons present in our operations and services. To that end, we provide safe work conditions, we manage risks in a timely manner and we promote a culture of prevention, starting from the leadership and commitment of our senior management.

In 2016,2018, our company reached a total of 86,303,933 hours worked.trained our top and middle management, collaborators and suppliers or subcontractors in security matters. During this period, we reported an accident frequency index (FI)incidence rate of 0.400.32 accidents for every 200,000 hours worked, thus remaining at a level similar to 2015 (0.39) and confirming the positive trend over the last three years.2017.

Our occupational health and safety management system in all of our subsidiaries GyM, GMI, Stracon GyM, Morelco, GMP, CAM, GMD Adexus and Concar (February 2017)(Chile, Peru, Colombia) are certified by OHSAS 18001. We believe a safe job site contributes to our reputation and ability to gain new business while enhancing employee morale and reducing costs and exposure to liability.

Under our framework, we have provided over 100 thousand143,000 hours of training in risk prevention for managers and directors, 794 thousandmore than 529,000 hours of training for employees and nearly 200 thousand326,000 hours of training for subcontractors.] Additionally, to improve the leadership and commitment of our chain of command, these training sessions were complemented with periodic manager’s visits to projects, the establishment of annual safety goals based on the type of activity, the generation of opportunities to share lessons learned, and the monitoring of safety panels by our board of directors.

E. Share Ownership

As of April 30, 2018,March 31, 2019, persons who are currently members of our board of directors and our executive officers held as a group 34,534,193 of our common shares. This amount represented 5.23%3.98% of our outstanding share capital as of such date.

Our directors and executive officers hold, in the aggregate, less than 1% of our outstanding share capital, with the exception of Carlos Montero, who owns 33,785,285 common shares, representing 5.12%3.87% of our outstanding share capital, through Bethel Enterprises.

Our other directors and executive officers who in the aggregate hold less than 1% interest in our company are: Mr. Pedro Pablo Errázuriz, Mr. Roberto Abusada, Mr. Luis Francisco Díaz Olivero, Mr. Antonio Rodríguez, Ms. Mónica Miloslavich and Mr. Antonio Cueto.

Our directors and executive officers do not have different voting rights.

We have established a plan for certain executives effective since March 2013 that awards cash bonuses for the exclusive use of purchasing shares of our company or of our subsidiaries. The executive must agree to hold the shares for a specific period. If the executive is no longer employed with theour company during such period, we are entitled to repurchase the shares at the original purchase price. This benefit is awarded at the discretion and subject to the approval of the Human Resource Management Committee of our board of directors.

 

ItemITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of December 31, 2016,April 2, 2019, our issued and outstanding share capital was comprised of 660,053,790871,917,855 common shares. The following table sets forth the beneficial ownership of our common shares as of December 31, 2016, which isApril 2, 2019, based on information provided to us by CAVALI S.A. ICLV, the Peruvian clearing house (“CAVALI”), and The Bank of New York Mellon, as depositary for the holders of ADS, except as set forth below.

 

Shareholder

  Number of shares   Percentage owned 

GH Holding Group(1)

   117,538,203    17.81

IN-CARTADM (AFP Integra-Sura Group)

   38,384,976    5.82

PR-CARTADM (ProfuturoAFP-Grupo Scotiabank)

   36,968,166    5.60

Aberdeen Asset Management PLC(2)

   35,501,465    5.38

Bethel Enterprises Inc.(3)

   33,785,285    5.12

Other Shareholders (4)

   168,192,125    25.48

JPMorgan Chase Bank NA, as depositary for the holders of ADS(5)

   229,683,570    34.80
  

 

 

   

 

 

 

Total

   660,053,790    100

Shareholder

  Number of shares   Percentage owned 

GH Holding Group(1)

   117,538,203    13.48

Pacifico Corp S.A.C.

   87,191,786    10.00

Fratelli Investment Limited(3)

   86,633,390    9.94

AFP INTEGRA S.A. (Sura Group)

   72,296,726    8.29

AFP PRIMA S.A. (Grupo Crédito)

   61,902,445    7.10

Aberdeen Asset Management PLC(2)

   43,298,200    4.97

AFP PROFUTURO S.A. (Grupo Scotiabank)

   38,751,338    4.44

Bethel Enterprises Inc.(4)

   33,785,285    3.87

The Bank of New York Mellon, as depositary for the holders of ADS(5)

   74,782,955    8.58

Other Shareholders(6)

   255,737,527    29.33
  

 

 

   

 

 

 

Total

   871,917,855    100.00
  

 

 

   

 

 

 

 

(1)Mr.

GH Holding Group is owned by: (i) Enriqueta Graña Miró Quesada, with 30.0%; José Graña Miró Quesada, our former chairman, indirectly owns 117,538,203 common shares, representing 17.81% of our outstanding share capital, through GH Holding Group.with 26.1%; Teresa Canepa Yori de Graña, with 26.1%; Maria Francisca Graña Canepa, with 6.0%; and Maria Teresa Graña Canepa, with 6.0%; and Luis Brahim, with 5.8%.

(2)

Based on Amendment No. 2 to afilings on Schedule 13G13F filed by Aberdeen Asset Management PLC with the SEC on February 8, 2017, Aberdeen Asset Management PLC has shared voting power over 31,745,514 of our common shares and has shared dispositive power over 35,527,659 of our common shares, representing 5.38% as of February 8, 2017.March 31, 2018.

(3)

Based on a Form 13G filed with the SEC on June 8, 2018.

(4)

Mr. Carlos Montero, through Bethel Enterprises Inc., indirectly owns 33,785,285 common shares, representing 5.12%3.87% of our outstanding share capital.

(4)(5)

Excluding AFP PRIMA S.A., AFP INTEGRA S.A., Aberdeen Asset Management PLC, and Fratelli Investment Limited’s beneficial ownership of our common shares as of December 31, 2018.

(6)

Among other shareholders, the following directors and executive officers hold directly or indirectly common shares of our outstanding share capital:

Mr. Roberto Abusada, a member of our board of directors, Mr. Pedro Pablo Errazuriz, a member of our board of directors, Mr. Luis Francisco Díaz Olivero, Chief Executive Officer, Ms. Mónica Miloslavich, our Chief Financial Officer, Mr. Antonio Rodríguez, Chief Investment Officer, Mr. Renato Rojas, Chief Executive Officer of GyM, and Mr. Antonio Cueto, Chief Operations Officer, hold in aggregate less than 1% of our outstanding share capital.

(5)Excluding Aberdeen Asset Management PLC´s beneficial ownership of our common shares as of December 31, 2016.

As of December 31, 2016, 382018, 26 record holders of our common shares were located in the United States (including JPMorgan Chase Bank NA,of New York Mellon, as depositary for the holders of ADS), according to CAVALI.

Certain of our directors and executive officers directly or indirectly own shares of our subsidiaries: Mr. Renato Rojas, Chief Executive Officer of GyM, owns 108,854 common shares of GyM, representing 0.04% of its outstanding capital share; Mr. Rolando Ponce, Chief Executive Officer of Viva GyM owns 1,111,690 shares of Viva GyM, representing 0.46% of its oustandingoutstanding capital share; and Eduardo Villa Corta, chief executive officer of GMI, owns 108,854 shares of GyM, representing 0.0421% of its outstanding capital share.share, and 23,747 shares of GMI, representing 0.279%.

Additionally, on April 2, 2019, our company issued and sold 142,483,633 common shares pursuant to a private placement, of which: (i) 55,291,877 shares were paid in full and (ii) 87,191,786 shares were paid 50% with 50% to be paid by July 1, 2019. For more information, see “Item 5.—Liquidity and Capital Resources.”

The following table sets forth the changes in beneficial ownership of our common shares from December 31, 2014,2016, to December 31, 2016,2018, based on information provided to us by CAVALI.CAVALI and the depositary for the holders of ADS. ADS data as of December 31, 2016 and 2017 was provided by JPMorgan Chase Bank NA, as depositary. ADS data as of December 31, 2018 was provided by The Bank of New York Mellon, as depositary.

 

  As of December 31, 2014 As of December 31, 2015 As of December 31, 2016   As of December 31, 2016   As of December 31, 2017   As of December 31, 2018 
Shareholders  No. of Shares   Percentage
Owned
 No. of Shares   Percentage
Owned
 No. of Shares   Percentage
Owned
   No. of Shares   Percentage
Owned
   No. of Shares   Percentage
Owned
   No. of Shares   Percentage
Owned
 

GH Holding Group(1)

   117,538,203    17.81 117,538,203    17.81 117,538,203    17.81   117,538,203    17.81    117,538,203    17.81    117,538,203    16.11 

AFP PRIMA S.A.

   4,387,824    0.66    74,011,175    11.21    61,902,445    8.49 

IN-CARTADM (AFP Integra-Sura Group)

   40,304,651    6.11 39,656,375    6.01 38,384,976    5.82   38,384,976    5.82    72,223,691    10.94    72,296,726    9.91 

PR-CARTADM (ProfuturoAFP-Grupo Scotiabank)

   37,488,166    5.68 36,968,166    5.60 36,968,166    5.60   36,968,166    5.60    23,136,533    3.51    38,751,338    5.31 

Aberdeen Asset Management PLC(2)

   29,495,155    4.47 37,323,615    5.70 35,501,465    5.38   35,501,465    5.38    49,730,025    7.53    43,298,200    5.94 

Bethel Enterprises Inc.(3)

   33,785,285    5.12 33,785,285    5.12 33,785,285    5.12

JPMorgan Chase Bank NA, as depositary for the holders of ADS(4)

   224,370,830    33.99 251,040,140    38.03 229,683,570    34.80

Bethel Enterprises Inc.(3)

   33,785,285    5.12    33,785,285    5.12    33,785,285    4.63 

JPMorgan Chase Bank NA, as depositary for the holders of
ADS(4)

   229,683,570    34.80    96,482,855    14.62    —      —   

The Bank of New York Mellon, as depositary for the holders of
ADS(5)

   —      —      —      —      75,050,020    10.29 
  

 

   

 

   

 

   

 

     

 

(1)Mr.

GH Holding Group is owned by: Enriqueta Graña Miró Quesada, with 30.0%; José Graña Miró Quesada, our former chairman, indirectly owns 117,538,203 common shares, representing 17.81% of our outstanding share capital, through GH Holding Group.with 26.1%; Teresa Canepa Yori de Graña, with 26.1%; Maria Francisca Graña Canepa, with 6.0%; and Maria Teresa Graña Canepa, with 6.0%; and Luis Brahim, with 5.8%.

(2)

Based on Amendment No. 2 to afilings on Schedule 13G13F filed by Aberdeen Asset Management PLC with the SEC on February 8, 2017, Aberdeen Asset Management PLC has shared voting power over 31,745,514 of our common shares and has shared dispositive power over 35,527,659 of our common shares, representing 5.38% as of February 8,December 31, 2017.

(3)

Mr. Carlos Montero indirectly owns 33,785,285 common shares, representing 5.12% of our outstanding share capital, through Bethel Enterprises Inc.

(4)

Excluding Aberdeen Asset Management PLC´sPLC’s beneficial ownership of our common shares as of December 31, 20132015 and December 31, 2016, respectively.2016. As of December 31, 2017, excludes shares of Aberdeen Asset Management PLC, AFP PRIMA S.A. and AFP INTEGRA S.A.

(5)

Depositary change reported through Form6-K filed on December 10, 2018.

Our major shareholders do not have different voting rights.

B. Related Party Transactions

Peruvian Law Concerning Related Party Transactions

Peruvian law sets forth certain restrictions and limitations on transactions with certain related parties.

For instance,Valuation: from a tax standpoint, the value of those transactions must be equal to the fair market value assessed under transfer pricing rules, i.e., the value agreed to bynon-related parties under the same or similar circumstances. Similarly, companies with securities registered in the Peruvian Public Registry of Securities (Registro Público del Mercado de Valores), such as us, are required to comply with the following rules:

The directors and managers of theour company cannot, without the prior authorization of the board of directors, (i) receive in the form of a loan money or assets of theour company; or (ii) use, for their own benefit or for the benefit of related parties, assets, services or credits of theour company.

 

The execution of agreements that involve at least 5% of the assets of theour company with persons or entities related to directors, managers or shareholders that own, directly or indirectly, 10% of the share capital, requires the prior authorization of the board of directors (with no participation of the director involved in the transaction, if any).

 

The execution of agreements with a party controlled by our company’s controlling shareholder requires the prior authorization of the board of directors and an evaluation of the terms of the transaction by an external independent company (audit companies or other determined byResolución SMV N°029-2018-SMV-01).

Independent review: the company’s controlling shareholder requires the prior authorization of the board of directors and an evaluation of the terms of the transaction by an external independent company (audit companies or other to be determined by the Peruvian Securities Commission).

The external independent company that reviews the transaction should not be related to the parties involved therein, nor to directors, managers or shareholders that own at least 10% of the share capital of the company.

such parties involved.

Terms and conditions: As a general policy, we do not enter into transactions with directors and executive officers on terms more favorable than what we would offer third parties. Any related party transaction we have entered into in the past has been in the ordinary course of business and on an arm’s length basis.

Approve and accounting: Article 30 of the internal regulations of our board of directors establishes a review procedure for identifying, approving and accounting for related party transactions. Related party transactions are defined as any transaction entered into by and among our company and any shareholder that owns 1% or more of our company’s or of our subsidiaries’ outstanding shares, directors, senior executives and persons related to them. The Human Resource ManagementRisk, Compliance and Sustainability Committee is responsible for identifying, analyzing and approving each such transaction considering market conditions and potential benefits for us and the related party. For ordinary course transactions carried out under market conditions, a generalthe authorization foris delegated to the operations of the business line is sufficient.line. For more information, see “Item 6. Directors Senior Management and Employees—Management.”

Related Party Transactions

The following sets forth ourWe enter into certain related party transactions in the ordinary course of our business. No such transactions in effect during 2016:2018 (other than the sale of Stracon GyM) were material to our company or, to our knowledge, to any such related party, nor were any such transactions unusual in their nature or condition. Related party transactions with the following parties were in effect in 2018:

 

architectural services agreements entered into among Mr. Oscar Borasino, the brother in law of Mario Alvarado Pflucker, our former chief executive officer and director, as architect, and our

Our subsidiary Viva GyM as customer, in the project Parques del Marpaid a total of US$166,500 for an aggregate amount of US$40.6 thousand (S/.136.4 thousand) during 2016;

architecturaladvertising and publishing services agreements entered into among Mrs. Ruth Alvarado, the sister of Mario Alvarado Pflucker, as architect, and our subsidiary Viva GyM, as customer, in the project Paul Harris for an aggregate amount of US$38.5 thousand (S/.129.4 thousand) during 2016;

architectural services agreements entered into among De la Piedra Consultores, a company owned by the brother of Julio de la Piedra, manager of the building division in our subsidiary GyM, as architect, and our subsidiary Viva GyM, as customer, in the project VIS for an aggregate amount of US$73.1 thousand (S/.245.8 thousand) during 2016;

advertising services agreements entered among Servicios Empresariales El Administrador E.I.R.L., a company related to the brother of Rolando Ponce Vergara, the chief executive officer of Viva GyM and our corporate real estate officer, as advertising intermediary, and our subsidiary Viva GyM as customer, for an aggregate amount of US$13.4 thousand (S/.45.0 thousand) during 2016;

during 2016, our subsidiary CAM entered into a computer equipment lease agreement with CSI for an aggregate amount of US$113.0 thousand (S/.379.7 thousand), with Alfredo Chavez, the brother of Pedro Chavez, who is the chief executive officer in CAM, is the chief commercial officer of CSI;

our subsidiary Stracon GyM entered into several services agreements with one of its directors, Mr. Miguel Aramburu, for an aggregate amount of US$9.8 thousand (S/.33.0 thousand) during 2016;

our subsidiary Stracon GyM entered into an operation management service agreement with Stracon S.A.C., a company of Stracon GyM’s partner, Mr. Stephen Dixon and Hayden Halsted, for an aggregate amount of US$1,621.6 thousand (S/.5,448.5 thousand) during 2016;

lease agreement for administrative offices entered among Sistemas y Redes Cia, one of Adexus shareholders, as lessor, and our subsidiary Adexus, as lessee, for an aggregate amount of US$1,441.8 thousand (S/.4,844.4 thousand) during 2016;

lease agreement for vehicles used by our subsidiary Adexus in some operations entered with Microrenta, a company owned by one of Adexus shareholders, for an aggregate amount of US$660.1 thousand (S/.2,218 thousand) during 2016;

advising services agreement entered among our subsidiary Vial y Vives – DSD S.A. and Gabriel Vives, a Vial y Vives – DSD board member, for an aggregate amount of US$53.8 thousand (S/.180.7 thousand) during 2016;

advising services agreement entered among our subsidiary Vial y Vives – DSD S.A. and Felipe Vial, a Vial y Vives – DSD board member, for an aggregate amount of US$22.4 thousand (S/.75.2 thousand) during 2016;

our subsidiary Morelco entered into a service provision agreement for uniforms, shoes, helmets and goggles and equipment for an aggregate amount of US$210.1 thousand (S/.705.6 thousand) during 2016 with Agora, a company that is a minority shareholder of Morelco;

our subsidiary Morelco entered into a service provision agreement for uniforms, shoes, helmets and goggles for an aggregate amount of US$34.1 thousand (S/.114.5 thousand), during 2016 with Noralba Serna Henao, is the sister of Arturo Serna, the chief executive officer of Morelco; and

during 2016, our company and our subsidiaries Norvial, Terminales del Peru, Consorcio Terminales, Concar, GyM, Survial, GMI S.A. Ingenieros Consultores, Viva GyM paid an aggregate amount of US$360.0 thousand (S/.1,210 thousand) to Editora El Comercio S.A., of whicha company where Mr. José Graña Miró Quesada, the former Chairman of our former chairman,Board of Directors and current shareholder, is a shareholder,shareholder.

In April 2018, we sold our 87.59% interest in Stracon GyM for advertising, publishingUS$76.82 million to Stracon SAC, a company of which Steve Dixon, the former chief executive officer of Stracon GyM, holds 36.84%.

We signed a consulting agreement with Augusto Baertl, the Chairman of our Board of Directors, in the amount of US$124,000. The consulting agreement renews annually.

In September 2018, our subsidiary GyM signed loan agreements with Mr. Renato Eduardo Rojas Balta, chief executive officer of our subsidiary GyM, and editing services.members of his family, under which GyM borrowed an aggregate of US$319,820, at 10% interest, to pay tax debts of the company. In November 2018, GyM repaid these loans in full.

On January 30, 2019, an associated company of Viva GyM, Obratres SAC, sold to Antonio Rodriguez, chief executive officer of our subsidiary Morelco, three apartments in the JAUS—Barranco Project, for a total of US$696,000.

C. Interests of Experts and Counsel.Counsel

Not applicable.

Item 8. FINANCIAL INFORMATION

ITEM 8.

FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information.

See Item 18 of this annual report on Form20-F.

Legal and Administrative Proceedings

We may, from time to time, become subject to various legal and administrative proceedings that are incidental to the ordinary conduct of our business. We are currently not party to any material legal or administrative proceedings, other than as described below. As of December 31, 2016,2018, we had recorded provisions amounting to S/.19.4.84.7 million in connection with legal and administrative proceedings. See note 30.e23 to our audited annual consolidated financial statements included in this annual report.

Two securities class action complaints have been filed against us and certain of our former directors and current and former executive officers in the Eastern District of New York during the first quarter of 2017. These complaints arewere consolidated into a single class action. The plaintiffs filed a consolidated amended compliant on May 29, 2018. We moved to dismiss the complaint during the fourth quarter of 2018. The court has not yet ruled on that motion, but has granted plaintiffs leave to file a further amended complaint. We continue to believe that we have meritorious defenses to the claims asserted, and we intend to defend ourselves vigorously in these matters.

TheLava Jato commission of the Peruvian Congress, which was formed in November 2016 and tasked with investigating the alleged bribes of Brazilian companies to Peruvian public officials, conducted congressional inquiries into our company and other construction companies in Peru. Certain of our company’s former board members and executive officers have been required to give testimony at hearings before the commission, during which they have affirmed that our company was unaware of Odebrecht’s illicit activities.

Peruvian prosecutors have included José Graña Miró Quesada, the former Chairman of our company, in an investigation for the crime of collusion, and Hernando Graña Acuña, a shareholder, a former board member of our company and chairman of our subsidiary GyM for the crime of money laundering against the Peruvian government, each in connection with the IIRSA South project concession (tranches II and III), in which we participated. Gonzalo Ferraro Rey, the former Chief Infrastructure Officer of our company, has also been included in an investigation for the crime of money laundering in connection with the same project.

In connection with investigations relating to the IIRSA South project concession (tranches II and III), the Peruvian criminal prosecutor moved to charge our company and our construction subsidiary, GyM, as criminal defendants in connection with the projects. In response, the Peruvian First National Preparatory Investigation Court (Primer Juzgado de Investigación Preparatoria Nacional) notified us of its decision to formally include our company and GyM in its criminal investigation. We appealed the court’s decision and, in June 2018, the First Court of Appeals of the Superior Court of Lima revoked the judicial order that indicted our company and GyM, among other corporate defendants, in the criminal investigation on charges of collusion and other crimes and rejected the petition, without prejudice, made by the prosecutor to incorporate both companies in the aforementioned process. Nevertheless, we cannot assure you that the criminal prosecutor will not file a new motion to charge our company and/or GyM or that our position will ultimately prevail if such motion is filed.

Separately, in December 2018, the Peruvian First National Preparatory Investigation Court resolved to include our company and GyM as civilly-responsible third parties in the investigations related to the IIRSA South project concession (tranches II and III) and GyM as a civilly-responsible third party in the investigations related to Tranches 1 and 2 of the Lima Metro. These investigations are ongoing.

In July 2017, media reports alleged that certain construction companies in Peru, Brazil and Spain, including our company, colluded as a “construction club” to receive public contracts. As a result of these reports, INDECOPI initiated an investigation regarding the anti-competitive activities of construction companies in Peru, including our company. To date, there is no pending investigation of the company.

TheLava Jato commission of the Peruvian congress, which was formed in November 2016 and tasked with investigating the alleged bribes of Brazilian companies to Peruvian public officials, has initiated congressional inquiries into the company and other construction companies in Peru. Certain of the company’s former board members and executive officers to have been required to give testimony at hearings before the commission, during which they have affirmed that the company was unaware of Odebrecht’s illicit activities.

Peruvian prosecutors have included José Graña Miró Quesada, the former Chairman of the company, in an investigation for the crime of collusion, and Hernando Graña Acuña, a former board member of the company, for the crime of money laundering againstIn July 2017, the Peruvian government each in connection with the IIRSA South project concession (tranches II and III), in which we participated. Both were placed in preventive detention and have since been released. Gonzalo Ferraro Rey, theconducted a search of our facilities related to these allegations. Separately, a former Chief Infrastructure Officeremployee of the company,GyM has also been included in ana criminal investigation for collusion and other alleged crimes. In January 2018 criminal prosecutors conducted a search of our facilities regarding the crime of money laundering in connection with“construction club” investigation. We have provided the same project.

Also in connection with investigations relating to the IIRSA South project concession (tranches II and III),information requested by the Peruvian criminal prosecutionprosecutors. A former employee of GyM has moved to chargebeen included in the companyinvestigation for collusion and our construction subsidiary,other alleged crimes. In December 2018, GyM aswas formally included in this criminal defendants. Separately, the Ad Hoc Prosecutor has moved to directly include the companyinvestigation as a civilly-responsible third party in connectionalong with the same projects. A decision from the Peruvian judiciary on whether our company constitutes a civilly-responsible third party remains pending. In response, the Peruvian First National Preparatory Investigation Court (Primer Juzgado de Investigación Preparatoria Nacional) notified us of its decision to formally include the company and GyM in its criminal investigation. We have appealed the court’s decision to include the company and GyM in the criminal investigation. We cannot assure you that our position in these proceedings will prevail.

The Ad Hoc Prosecutor has also moved to directly include our subsidiary, GyM S.A., as a civilly-responsible third party in the investigation relating to Tranches 1 and 2 of Line 1 of the Lima Metro. If our subsidiary’s former or current officers are included and convicted, it may be required to pay civil damages to the Peruvian government. A decision from the Peruvian judiciary regarding these matters remains pending, and we cannot assure you that our subsidiary will not be included or that our position would ultimately prevail.eleven other construction companies.

A conviction of corruption or resolutions with government authorities may lead to criminal and civil fines as well as penalties, sanctions, injunctions against future conduct, profit disgorgement, disqualifications from directly and indirectly engaging in certain types of business, the loss of business licenses or permits or other restrictions. Moreover, our involvement in corruption investigations, and any findings of wrongdoing in such investigations, could further damage our reputation and have a material adverse impact on our ability to compete for business. Such investigations may also adversely affect our ability to pursue strategic projects, and could potentially result in the termination or modification of certain existing contracts or relationships. Also, such investigations may affect our company’s ability to secure financing in the future.

Dividends and Dividend Policy

Dividend Policy

Our current dividend policy, adopted on March 26, 2013,29, 2016, is to distribute between 30% and 40% of the net profit from the preceding year, as long as we hold such net profit on a consolidated basis, subject to contractual restrictions on our indebtedness. Holders of our common shares are entitled to receive dividends on a pro rata basis in accordance with their respective number of shares held. Our dividend policy can be modified by a favorable vote of a majority of our shareholders and any changes become effective 30 days after approval. Dividends will not be distributed in advance.

Article 23 of ourby-laws establishes that dividends distribution must be approved by our shareholders during the annual shareholders’ meeting. The recommendation of our board of directors is required for the distribution of interim dividends, which must be subsequently ratified at a shareholders’ meeting.

Under Peruvian law, companies may distribute up to 100% of their profit (after payment of income tax) subject to a 10% legal reserve until the legal reserve equals 20% of the total value of their capital stock. According to Article 40 of the Peruvian Corporate Law, in order to distribute dividends, profits must be determined in accordance with the individual financial statements of theour company.

Payment of Dividends

Dividends are paid to holders of our common shares as of a record date determined by us. In order to allow for the settlement of securities, under the rules of the Peruvian Securities Commission, investors who purchase shares of a publicly-held company three business days prior to a dividend payment date do not have the right to receive such dividend payment. Dividends on issued and outstanding common shares are distributed pro rata.

We may not makepay any dividend paymentsdividends until all outstanding amounts underthe common shares issued in our repayment obligations of the GSP performance guaranteerecent capital increase have been repaidinscribed in the public registry and all such shares are paid in full. In addition, we may not be able to make any dividend payments until all outstanding amounts under our syndicated loan and our corporate guarantee of the GSP bridge loan have been repaid or discharged, as the case may be, in full. For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

In addition, the indentures of the Senior Secured Notessenior secured notes issued by GyM Ferrovías and the Corporate Bondscorporate bonds issued by Norvial, contain, respectively, certain customary covenants, including restrictions on our ability to pay dividends if we are in default under the agreement, and our medium term loan with Credit Suisse imposes, certain limitations in an event of default, on our ability to distribute cash dividends. See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

Holders of common shares are not entitled to interest on accrued dividends. In addition, under Article 232 of the Peruvian Corporate Law, the right to collect accrued dividends declared by a publicly-held company expires ten years from the original dividend payment date.

Previous Dividend Payments

The following table sets forth the amounts of cash dividends declared and paid since 2015 for our common shares.

  Dividends Paid   Per Share   Dividends Paid   Per Share 
  (in S/.)   (in S/.) 

2015

   104,910,523   0.158942384 

2016

   30,854,000   0.046700000    30,854,000    0.046700000 

2017

   —      —        —      —   

2018

   —      —   

B. Significant Changes.

Except as disclosed in our audited annual consolidated financial statements and in this annual report, we have not experienced any significant changes since the date of our audited annual consolidated financial statements included in this annual report.

 

ItemITEM 9.

THE OFFER AND LISTING

A. Offer and Listing Details

Market Price of Our Common Shares and ADSs

Our ADSs

On July 29, 2013, we completed our initial equity offering in the United States of 19,534,884 ADSs, representing 97,674,420 common shares. Our ADSs are listed on the New York Stock ExchangeNYSE under the symbol “GRAM.” On May 11, 2017,April 26, 2019, the closing price on the New York Stock ExchangeNYSE was US$3.263.5 per ADS.

The following table sets forth, for On May 17, 2018, the periods indicated below,NYSE suspended the high and low market prices fortrading of our ADSs and commenced proceedings to delist our company. Our company appealed the decision. From May 21, 2018 until July 5, 2018, our ADSs were available for trading on theover-the-counter (OTC) market in U.S. dollars, as reported by the New York Stock Exchange.United States. On Friday, July 6, 2018, trading of our ADSs resumed on the NYSE.

   High   Low 
Full year:  in US$ 

2013 (since July 29)

   22.07    18.52 

2014

   21.97    11.70 

2015

   12.68    2.88 

2016

   8.79    2.20 

2017

   6.88    2.17 

Quarters:

    

2016

    

First Quarter

   4.20    2.20 

Second Quarter

   7.64    3.93 

Third Quarter

   8.79    7.10 

Fourth Quarter

   8.67    6.35 

2017

    

First Quarter

   6.88    2.17 

Second Quarter

   4.50    2.91 

Third Quarter

   4.81    2.99 

Fourth Quarter

   5.12    2.58 

2018

    

First Quarter

   3.16    2.29 
   High   Low 
Last Six Months:  in US$ 

2017

    

November

   5.03    2.98 

December

   3.24    2.58 

2018

    

January

   3.16    2.73 

February

   3.11    2.45 

March

   3.04    2.29 

April

   3.70    2.95 

May (through May 11, 2018)

   3.54    3.26 

Our Common Shares

Our common shares are registered in the Public Registry of Securities held with the Peruvian Securities Commission and are listed on the Lima Stock Exchange under the symbols “GRAMONC1”. On March 31, 2017,April 26, 2018, the closing price on the Lima Stock Exchange was S/.2.1.2.20 per common share. As of December 31, 2016, 382018, 28 record holders of our common shares were located in the United States, according to CAVALI.

The following table sets forth, for the periods indicated below, the high and low closing prices of our common shares as reported by the Lima Stock Exchange.

   High   Low 
   (in S/.) 

2013

   12.79    9.76 

2014

   12.30    6.90 

2015

   7.30    1.94 

2016

   5.90    1.60 

2017

   4.63    1.47 

The following table sets forth, for the periods indicated below, the high and low market prices, as well as the average daily trading volume for such periods, of our common shares as reported by the Lima Stock Exchange.

   High   Low   Average
Daily
Trading
Volume
 
   (in S/.) 

Full year:

      

2015

   7.30    1.94    150,100 

2016

   5.90    1.60    307,874 

2017

   4.63    1.47    467,517 

Quarters:

      

2015

      

First quarter

   7.30    4.80    156,468 

Second quarter

   5.45    4.55    110,936 

Third quarter

   4.60    2.38    153,138 

Fourth quarter

   2.68    1.94    181,680 

2016

      

First quarter

   3.00    1.60    282,537 

Second quarter

   5.00    2.70    353,154 

Third quarter

   5.90    4.64    359,053 

Fourth quarter

   5.84    4.35    231,603 

2017

      

First quarter

   4.63    1.47    586,273 

Second quarter

   2.90    1.88    630,419 

Third quarter

   3.10    1.98    212,057 

Fourth quarter

   3.39    1.70    442,321 

2018

      

First quarter

   2.00    1.50    286,157 

The following table sets forth for each of the most recent six months the high and low closing prices of our common shares as reported by the Lima Stock Exchange.

   High   Low 
   (in S/.) 

2017

    

November

   3.24    1.95 

December

   1.99    1.70 

2018

January

   2.00    1.81 

February

   2.00    1.63 

March

   1.91    1.50 

April

   2.42    1.90 

May (through May 11, 2018)

   2.35    2.25 

B. Plan of Distribution

Not applicable.

C. Plan of Distribution

Not applicable.

D. Markets

Our common shares are traded on the Lima Stock Exchange and our ADSs are traded on the New York Stock Exchange.

Trading in the Peruvian Securities Market

Lima Stock Exchange

As of the day of this annual report, there were 280271 companies listed on the Lima Stock Exchange. Established in 1970, the Lima Stock Exchange is Peru’s only securities exchange. On November 19, 2003, the members of the Lima Stock Exchange approved to convert its corporate status to a publicly held corporation. As of the day of this annual report, Lima Stock Exchange had a share capital of S/.182,092,340, divided into 173,659,481 class “A” shares and 8,432,859 class “B” shares of par value S/.1.00 each. Class “A” shares are entitled to one vote per share while class “B” shares do not have voting rights. As of the day of this annual report, the Lima Stock Exchange had 160 class “A” shareholders and 64 class “B” shareholders.

Trading on the Lima Stock Exchange is primarily done on an electronic trading system that became operational in August 1995. From the second Sunday of March through the first Sunday of November of each year, trading hours are Monday through Friday (except holidays) as follows: 8:20a.m.-8:30 a.m.(pre-market ordering); 8:30a.m.-2:5552 p.m. (trading); 2:5552p.m.-3:00 p.m. (after-market sales); and 3:0002p.m.-3:10 p.m. (after-market trading). At all other times, trading hours are from Monday to Friday (except holidays) as follows: 9:00a.m.-9:30 a.m.(pre-market ordering); 9:30a.m.-3:55 p.m. (trading); 3:55p.m.-4:00 p.m. (after-market sales); and 4:00p.m.-4:10 p.m. (after-market trading).

Substantially all of the transactions on the Lima Stock Exchange are traded on the electronic system. Transactions during the electronic sessions are executed through brokerage firms and stock brokers on behalf of their clients. Brokers submit orders in the order in which they are received. The orders must specify the type of security as well as the amount and price of the proposed sale or purchase. In order to control price volatility, the Lima Stock Exchange imposes a15-minute suspension on trading when the price of a security varies on a single day by more than 15% for Peruvian companies and 30% fornon-Peruvian companies.

Certain information regarding trading on the Lima Stock Exchange is set forth in the table below:

 

  2012   2013   2014   2015   2016   2014   2015   2016   2017   2018 

Market capitalization (in millions of soles)(1)

   391,181   337,226   360,960   309,412   416,787

Market capitalization (in millions of soles)(1)

   360,960    309,412    416,787    526,841    481,081 

Volume (in millions of soles)

   19,951   16,124   17,301   12,001   15,584   17,301    12,001    15,342    29,022    20,975 

Average daily trading volume (in millions of soles)

   79   64   69   48   62   69    48    61    116    84 

 

(1)

End-of-period figures for trading on the Lima Stock Exchange.

The stock market capitalization of companies listed on the Lima Stock Exchange was US$124.0142.4 billion at the end of 2016,2018, compared to US$153.4120.8 billion, US$120.790.7 billion, US$120.8 billion,124.0 and US$90.7162.4 billion at the end of 2012, 2013, 2014, 2015, 2016 and 20152017 respectively.

Total market volume in 20162018 was US$4.66.2 billion, reflecting a 29.86% increase30.59% decrease compared with 2015.2017. Equity market volume, which represented 58.4%54.7% of total market volume, ended the year at US$2.73.4 billion, 40.33% more46.1% lower than the previous year. The repo market, which represented 10.91%11.2% of total market volume, reported volume of US$498694.0 million in 2016,2018, reflecting a decrease of 12.50%0.59%.

The total number of operations in the market in 2016 increased2018 decreased by 38.9%28.3%, closing the year at 131,649113,828 operations. The number of operations in the equity market in 2016 increased2018 decreased by 45.6% amounting30.6% to 122,216102,503 operations.

TheIn 2015, the S&P/BVL Peru General Index (Indice(Índice S&P/BVL Peru General) reached 20,629 points as of December 31, 2012. In 2013, the index registered a decrease of 23.6% while in 2014, it reached 14,794 points, decreasing 6.1% compared to 2013. In 2015, itGeneral) reached 9,849 points, decreasing 33.4% compared to 2014. In 2016, it reached 15,567 points, increasing 58.1% compared to 2015.In 2017, it reached 19,974 points, increasing 28.3% compared to 2016. In 2018, it reached 19,350 points, decreasing 3.1% compared to 2017.

Regulation of the Peruvian Securities Market

The regulatory framework for the Peruvian securities market is established in the Securities Market Law approved by Legislative Decree No. 861, whose unified sole text was enacted by Supreme Decree No.093-2002-EF, as amended (Ley del Mercado de Valores), and the resolutions issued from time to time by the Peruvian Securities Commission. The purpose of the Securities Market Law is to promote the ordered development and transparency of the Peruvian securities markets, adequate protection for investors and the principles under which the Peruvian securities market is intended to operate. The Securities Market Law contains the general rules for: (i) primary and secondary public offerings of securities; (ii) public offering of securities for acquisitions and sales; (iii) local and international offerings, including simultaneous offerings; (iv) the Public Registry of Securities (Registro Público del Mercado de Valores); (v) reporting obligations of material information (hechos de importancia) by the issuers of securities recorded in the Public Registry of Securities and by the entities that are subject to the regulation and supervision of the Peruvian Securities Commission; (vi) the enforcement of insider trading; (vii) privileged information and confidentiality regulations and prohibitions against price manipulation; (viii) the broker-dealers; (ix) the Lima Stock Exchange; (x) CAVALI (the settlement and registry entity for transactions executed on the Lima Stock Exchange); (xi) other entities that are required to be registered at the Peruvian securities market Public Registry of Securities; (xii) capital market instruments and operations, including securitizations; and (xiii) mutual funds and investments funds publicly placed and their respective management companies.

The Peruvian securities market is regulated and supervised by the Peruvian Securities Commission (Superintendencia de Mercado de Valores), a governmental entity reporting to the Peruvian Ministry of Economy and Finance, with functional, administrative, economic, technical and budgetary autonomy. The Peruvian Securities Commission is governed by the Superintendent, designated by the Peruvian Ministry of Economy and Finance, and by a five memberfive-member board of directors convened by the Superintendent (who acts as Chairman of the board). The other four members are appointed by the government under applicable legislation. The Peruvian Securities Commission issues from time to time resolutions which provide specific regulations or may impose sanctions in cases of violations of the Securities Market Law or the resolutions issued by the Peruvian Securities Commission.

The Peruvian Securities Commission, in order to achieve the Securities Market Law´s purposes, has broad regulatory and supervisory powers, including (i) issuing general mandatory rules; (ii) supervision and oversight of compliance with applicable legislation (including the power to order inspections and require the submission of information and documentation by entities that are under its jurisdiction and summon and interrogate any person that may contribute to its investigations); (iii) imposing sanctions; (iv) managing the Peruvian securities market public registry; (v) verifying that public offerings meet filing requirements and that the securities subject to such offerings are duly recorded at the Peruvian securities market public registry of securities; (vi) authorizing the incorporation and functioning of entities under its scope of supervision; and (vii) monitoring the content and accuracy of the financial and other information that is filed with the Peruvian Securities Commission. The Peruvian Securities Commission is responsible for the enactment, interpretation and enforcement of rules and regulations issued under the Securities Market Law.

Disclosure Obligations

Issuers of securities registered with the Peruvian Securities Commission are required to disclose material information relating to the issuer. Pursuant to the Securities Market Law and relevant regulations enacted thereunder, all material information in connection with the issuer of registered securities (such as our common shares), its activities or securities issued or secured by such issuer which may influence the liquidity or price of such securities must be disclosed. Accordingly, issuers must file with the Peruvian Securities Commission mainly two types of information: (i) financial information, including unaudited interim financial statements on a quarterly basis (which are not required to be subject to limited review by external auditors), and audited annual consolidated financial statements on an annual basis, and (ii) material information relating to the issuer and its activities that may significantly affect the price, offering or trading of the issued securities, and in general, all the information that may be relevant for investors to be able to make investment decisions.

In order to comply with the foregoing disclosure obligations, issuers must disclose information to the Peruvian Securities Commission and, if the securities are listed, with the Lima Stock Exchange as soon as practicable but not later than the day on which the event took place or the issuer became aware of such information.

E.D. Selling Shareholders

Not applicable.

F.E. Dilution

Not applicable.

G.F. Expenses of the Issue

Not applicable.

 

ItemITEM 10.

ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Set forth below is certain information relating to our share capital, including brief summaries of certain material provisions of our bylaws, Peruvian Corporate Law and certain other laws and regulations of Peru, all as in effect as of the date hereof.

General

We are a publicly-held corporation under Peruvian Corporate Law and registered with the Public Registry of Corporations in Lima. We are listed on the Lima Stock Exchange and the New York Stock Exchange.NYSE.

Ourby-laws provide that our principal corporate purposes are to engage in any and all activities related to the construction and real estate businesses; to provide services related to the mining and hydrocarbons industries; to participate in all stages of development of public services and other infrastructure concessions; and to provide management and corporate services to related and third parties. In addition, our company can realize investments and corporate transactions, including the acquisition, holding and transfer of securities of Peruvian and foreign companies.

Common Shares and ADSs

As of December 31, 2016, we had 660,053,790 common shares outstanding. As of December 31, 2016, there were 2,000 owners of record of our common shares. Our common shares have a par value of S/.1.00 per share and have been fully subscribed and are fully paid. Our common shares are registered in the Securities Public Registry of the Peruvian Securities Commission and are listed on the Lima Stock Exchange. Our ADSs are listed on the New York Stock Exchange.

Shareholders’ Liability

Under Peruvian Corporate Law, holders of our common shares cannot vote on matters with respect to which they have a conflict of interest.

Under Article 133 of the Peruvian Corporate Law, a shareholder must abstain from voting when faced with a conflict of interest. A resolution approved in disregard of this provision may be challenged under Article 139 of the Peruvian Corporate Law and the shareholders that participated in the determination in breach of this provision, if their vote was key in attaining the required majority, may be held jointly liable.

Redemption and Rights of Withdrawal

Under Article 200 of the Peruvian Corporate Law, holders of our common shares have redemption rights if: (i) we change our corporate purpose; (ii) a change occurs in the place of organization to a foreign country; or (iii) any transformation, merger or significantspin-off occurs with respect to our company.

Preemptive and Accretion Rights

If we increase our share capital, holders of our common shares have the right to subscribe to new common shares on a pro rata basis. Holders of common shares have preemptive rights in order to maintain their share interest in our share capital, unless the capital increase (i) results from a conversion of debt to common shares, (ii) is approved by shareholders representing at least 40% of the subscribed voting shares provided that the capital increase does not favor, directly or indirectly, certain shareholders to the detriment of others, or (iii) results from a corporate reorganization.

Shareholders who are in default of any payments relating to subscribed but unpaid shares may not exercise their preemptive rights.

Voting Rights and Dividends

Holders of common shares are entitled to one vote per share, with the exception of the election of the board of directors, where each holder is entitled to one vote per share per nominee. Each holder’s votes may be cast for a single nominee or distributed among the nominees at the holder’s discretion. To that effect, each of our common shares gives the holder the right to as many votes as there are directors to be elected. Shareholders may pool votes in favor of one person or distribute them among various persons. Those candidates for the board who receive the most votes are elected directors. Holders of common shares may attend and vote at shareholders’ meetings either in person or through a proxy.

Holders of common shares have the right to participate in the distribution of dividends and shareholder equity resulting from liquidation. Ourby-laws do not establish a maximum time limit for the payment of the dividends. However, according to Article 232 of the Peruvian Corporate Law, the right to collectpast-due dividends in the case of companies that are publicly held companies, such as ours, expires ten years after the date on which the dividend payment was due.

Our share capital may be increased by a decision of holders of common shares at a shareholders’ meeting. Capital reductions may be voluntary or mandatory and must be approved by holders of common shares at a shareholders’ meeting. Capital reductions are mandatory when accumulated losses exceed 50% of the capital and to the extent such accumulated losses are not offset by accumulated earnings and capital increases within the following fiscal year. Capital increases and reductions must be communicated to the Peruvian Securities Commission, the Lima Stock Exchange and SUNAT.the Peruvian tax authority (SUNAT). Voluntary capital reductions must also be published in the official gazette El Peruano and in a widely circulated newspaper in the city in which we are located.

Liquidation Rights

If we are liquidated, our shareholders have the right to receive net assets resulting from the liquidation, after we comply with our obligation to pay all our creditors and after discounting any existing dividend liabilities. For this reason, we cannot assure that we will be able to reimburse 100% of the book value of the common shares in case of bankruptcy or liquidation.

Ordinary and Extraordinary Meetings

Pursuant to Peruvian Corporate Law and ourby-laws, the annual shareholders’ meeting must be held during the three-month period after the end of each fiscal year. Additional shareholders’ meetings may be held during the year. Because we are a publicly-held corporation, we are subject to the special control of the Peruvian Securities Commission, as provided in Article 253 of the Peruvian Corporate Law. If we do not hold the annual shareholders’ meeting during the three-month period after the end of each fiscal year or any other shareholders’ meeting required by ourby-laws, a public notary or a competent judge shall call for such a meeting at the request of at least one shareholder of the common shares. Such meeting will take place within a reasonable period of time.

Pursuant to the Peruvian Corporate Law, other shareholders’ meetings are convened by the board of directors when deemed convenient by theour company or when it is requested by notarized letter by the holders of at least 5% of our common shares which voting rights are not suspended according to Peruvian Law. Pursuant to section 255 of the Peruvian Corporate Law, if the board expressly or implicitly refuses to convene the shareholders’ meeting, a notary public or a competent judge will call for such meeting at the request of holders of at least 5% of our common shares. If a notary public or competent judge calls for a shareholders’ meeting, the place, date and hour of the meeting, the agenda, the person who will preside the meeting and the notary public who will certify the resolutions of the meeting shall be indicated in the meeting notice. If the meeting called is other than the annual shareholders’ meeting or a shareholders’ meeting required by the Peruvian Corporate Law or theby-laws, the agenda will contain those matters requested by the shareholders who requested the meeting.

Notices of Meetings

Since we are a publicly-held corporation, notice of shareholders’ meetings must be given by publication of a notice. The publication shall occur at least 25 days prior to any shareholders’ meeting in the Peruvian Official Gazette, El Peruano, and in a widely circulated newspaper in the city in which we are located.

Quorum and Voting Requirements

According to Article 33 of ourby-laws and Article 257 of the Peruvian Corporate Law, shareholders’ meetings called for the purpose of considering a capital increase or decrease, the issuance of obligations, a change in theby-laws, the sale in a single act of assets with an accounting value that exceeds 50% of our share capital, a merger, division, reorganization, transformation or dissolution, are subject to a first, second and third quorum call, with each of the second and third quorum call to occur upon the failure of the preceding one. A quorum for the first call requires the presence of shareholders holding 50% of our total common shares. For the second

call, the presence of shareholders holding at least 25% of our total common shares is adequate, while for the third call there is no quorum requirement. These decisions require the approval of the majority of the common shares represented at the shareholders’ meeting. Shareholders’ meetings convened to consider all other matters are subject to a first and second quorum call, with the second quorum call to occur upon the failure of the first quorum.

In accordance with Peruvian Corporate Law, only those holders of common shares whose names are registered in theour company’s stock ledger not less than 10 days in advance of a meeting will be entitled to attend the shareholders’ meeting and to exercise their rights.

Limitations on the Rights ofNon-Residents or Foreign Shareholders

There are no limitations under ourby-laws or Peruvian Corporate Law on the rights ofnon-residents or foreign shareholders to own securities or exercise voting rights with respect to our securities.

Disclosure of Shareholdings and Tender Offer Regulations

Disclosure of Shareholdings

There are no provisions in ourby-laws governing the ownership threshold above which share ownership must be disclosed.

However, according to Article 10 of CONASEV Resolution Nº090-2005-EF-94.10, as amended, we must inform the Peruvian Securities Commission of the members of our economic group, comprised by our subsidiaries, and a list of our holders of common shares owning more than a 5% share interest, as well as any change to such information.

Tender Offer Regulations

Peruvian securities regulations include mandatory takeover rules applicable to the acquisition of control of a publicly held company.

Subject to certain conditions, such regulations generally establish the obligation to launch a tender offer when a person or group of persons acquires a significant interest in a publicly held company. According to the provisions set forth in CONASEV Resolution No.009-2006-EF-94.10, a person acquires a significant interest in a listed company when such person (i) holds or has the power to exercise directly or indirectly 25%, 50% or 60% of the voting rights in a listed company, or (ii) has the power to appoint or remove the majority of the board members or to amend itsby-laws.

A tender offer may be launched prior or following an acquisition of the significant interest. The tender offer may be launched after the “significant interest” is acquired if it is acquired (i) by means of an indirect transaction, defined as a relevant acquisition or interest increase through the acquisition of securities issued by a company that in turn holds share capital of the target company; (ii) as a consequence of a public sale offer, or (iii) in no more than four transactions within a three-year period.

This mandatory procedure has the effect of alerting other shareholders and the market that an individual or financial group has acquired a significant percentage of a company’s voting shares, and gives other shareholders the opportunity to sell their shares at the price offered by the purchaser. The purchaser is required to launch a tender offer unless: (i) shareholders representing 100% of the voting rights consent in writing, (ii) voting shares are acquired by a depositary in order to subsequently issue ADSs, or (iii) voting shares are acquired pursuant to the exercise of preemptive rights.

Changes in Capital

Ourby-laws do not establish special conditions to increase or reduce our share capital beyond what is required under Peruvian Corporate Law.

Anti-Takeover Provisions

Ourby-laws do not contain any provision that would have the effect of delaying, deferring or preventing a change of control.

Board of Directors

For additional information regarding our board of directors, see “Item 6. Directors, Senior Management and Employees—Directors and Senior Management.”

Form and Transfer

Common shares may be either physical share certificates in registered form or book-entry securities in the CAVALI S.A. ICLV book-entry settlement system also in registered form. Furthermore, in the case of shares represented in book entries, the issuance of new shares which result from share splits or similar corporate events must also be represented in said form.

Furthermore, the Peruvian Corporate Law forbids publicly-held corporations, such as us, from including in theirby-laws stipulations limiting the transfer of their shares or restraining their trading in other ways. According to Article 18 of ourby-laws, we cannot recognize a shareholders’ agreement that contemplates limitations, restrictions or preferential rights on the transfer of shares, even if such an agreement is recorded in our stock ledger (matrícula de acciones) or in CAVALI. As of the date of this annual report, no shareholders’ agreement is recorded in our stock ledger.

Arbitration

Ourby-laws include an arbitration clause applicable to disputes arising from the interpretation of our bylaws or Peruvian Corporate Law and their complementary provisions, among our company, our management and our shareholders. Any such arbitration will be subject to the regulations of the Arbitration Center of the Lima Chamber of Commerce. The material terms of the arbitration clause are as follows:

 

any dispute, controversy or claim arising out of the performance and the interpretation of theby-laws and any action or remedy set forth in the Peruvian Corporate Law (Ley General de Sociedades) among us, our current or former shareholders and/or our current or former management shall be settled by arbitration;

 

any dispute, controversy or claim between us and a third party shall be also settled by arbitration, if agreed upon by all parties either expressly or tacitly;

 

arbitrations shall be conducted before a panel of three arbitrators;

 

arbitrators shall consider only the applicable law for their award (arbitration in law and not arbitration in equity);

 

each party to a dispute shall appoint an arbitrator within 10 business days from receiving the notice of arbitration. The two selected arbitrators shall appoint the third arbitrator. If one of the parties fails to appoint its arbitrator within 10 business days, the Center of Arbitration of the Lima Chamber of Commerce shall appoint the arbitrator;

 

the rules of the Center of Arbitration of the Lima Chamber of Commerce shall apply to the arbitration; and

 

the arbitration clause is not applicable to the cases that must be submitted to the jurisdiction of the courts or of the Superintendencia del Mercado de Valores, such as when arbitration would present hardship to minority shareholders or when Peruvian law otherwise requires it.

The arbitration clause does not apply to claims based on violations of U.S. securities laws.

C. Material Contracts

Syndicated Loan

In December 2015 we entered into a medium term loan credit agreement for up to US$200 million (S/.672 million) with Credit Suisse AG, Cayman Islands Branch, and Credit Suisse Securities (USA) LLC. As a result of the termination of the GSP gas pipeline concession, in June 2017, we entered into an amendment to the credit agreement. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” This agreement and the amendments thereto have been filedincorporated by reference as Exhibit 10.01 to this annual report.

Term Loan

As a result of the termination of the GSP gas pipeline concession, our proportional guarantee of the GSP bridge loan became due. On June 27, 2017 we entered into a new US$78.7 million (S/.264.8 million) term loan with Natixis, BBVA, SMBC and MUFJ, the proceeds of which were used to prepay GSP bridge loan in full. SeeThe principal amount outstanding under the new term loan was US$63.47 million (S/.214.46 million) as of December 31, 2018, and as of the date of this annual report, US$47.25 million (S/.156.16) is outstanding on the term loan. For more information, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” This agreement and an amendmentthe amendments thereto hashave been filedincorporated by reference as Exhibit 10.02 to this annual report.

Financial Stability Framework Agreement

On July 31, 2017, we, and certain of our subsidiaries, GyM, CAM PeruConstruyendo País S.A., Vial y Vives—DSD and Concesionaria Vía Expresa Sur S.A., entered into a Financial Stability Framework Agreement with the following financial entities: Scotiabank Peru S.A.A., Banco Internacional del Perú S.A.A., BBVA Banco Continenal,Continental, Banco de Crédito del Perú, Citibank del Perú S.A. and Citibank N.A. In AprilAs of December 31, 2018 we repaidand the date of this annual report, US$73.959.44 million of(S/200.83 million) was outstanding under the facility with the proceeds of the sale of Stracon. SeeFinancial Stability Framework Agreement. For more information, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” This agreement hasand the amendments thereto have been filedincorporated by reference as Exhibit 10.03 to this annual report.

GSP Concession and Subordination Arrangements

In November 2015 we acquired a 20% interest in GSP, an entity which, on July 22, 2014, signed a concession agreement with the government of Peru to build, operate and maintain the natural gas pipeline transportation system to satisfy the demand of certain cities in the southern region of Peru.

On January 24, 2017, the government of Peru terminated the contract, due to the impossibility of obtaining financial closing. In accordance with the concession contract, the Peruvian government is required to carry out an auction process to sell GSP’s assets and obtain a new concessionaire within one year of the contract termination, with the funds raised in the sale to be used to pay the existing concessionaire for its investment in the project. Although the concession contract provides that payment must be made within one year of termination, the Peruvian Ministry of Energy and Mines has not made payment or, to our knowledge, initiated the payment process. A summary of these provisions of the concession contract have been filedincorporated by reference as Exhibit 10.04 to this annual report.

In 2016, in connection with efforts to restructure or sell Odebrecht’s participation in GSP, due to the corruption scandal surrounding Odebrecht, Odebrecht contractually agreed to subordinate its claims under the concession to the other project partners, Enagás and ourselves. As a result, we and Enagas may be entitled to repayment of our percentage payment under the concession contract prior to Odebrecht. However, on January 3, 2018, Odebrecht commenced arbitration proceedings against us, our subsidiary GyM and Enagás, seeking to invalidate the contractual subordinationsubordination. This agreement and certain voting and other arrangements. These contractual arrangementsthe amendments thereto have been filedincorporated by reference as Exhibit 10.05 to this annual report.

For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments.”

D. Exchange Controls

Since August 1990, there have been no exchange controls in Peru and all foreign exchange transactions are based on free market exchange rates. Prior to August 1990, the Peruvian foreign market consisted of several alternative exchange rates. Additionally, during the 1990s, the Peruvian currency experienced a significant number of large devaluations, and Peru has consequently adopted, and operated under, various exchange rate control practices and exchange rate policies, ranging from strict control over exchange rates to market determination of rates. Current Peruvian regulations on foreign investment allow the foreign holders of equity shares of Peruvian companies to receive and repatriate 100 percent of the cash dividends distributed by such companies. Such investors are allowed to purchase foreign exchange at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction.

E. Taxation

Peruvian Tax Considerations

The following is a general summary of material Peruvian tax matters under Peruvian law, as in effect on the date of this annual report, and describes the principal tax consequences of ownership of ADSs and common shares bynon-resident individuals or entities(“Non-Peruvian Holders”). Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect the tax consequences to holders of ADSs and common shares and could alter or modify the conclusions set forth herein. This summary is not intended to be a comprehensive description of all of the tax considerations that may be relevant to a decision to make an investment in the ADSs or common shares. In addition, it does not describe any tax consequences arising under the laws of any taxing jurisdiction other than Peru or applicable to an individual or entity resident of Peru or to a person with a permanent establishment in Peru.

For purposes of Peruvian taxation:

 

individuals are residents of Peru, if they are Peruvian nationals who have established their place of residence in Peru or if they are foreign nationals with a permanence of more than 183 days in Peru in any12-month period (in the latter case, the condition of Peruvian resident can only be acquired as of the 1st of January of the year following the fulfillment of residence conditions); and

 

legal entities are residents of Peru if they are established or incorporated in Peru.

Cash Dividends and Other Distributions

Cash dividends paid toNon-Peruvian Holders with respect to common shares and amounts distributed with respect to ADSs are currentlyhave been subject to Peruvian withholding income tax at a rate of 6.8%. For distributions occurring in 2017 and 2018, the applicable withholding rate will be 8%, whereas from 2019 the applicable withholding rate will be 9.3%. Nevertheless, a 4.1% withholding tax rate will apply on distributions of retained profits and other concepts distributable as dividends reflected in the accounting statements of 2014.5% since 2017. As a general rule, the distribution of additional common shares representing profits, the distribution of shares which differ from the distribution of earnings or profits, as well as the distribution of preemptive rights with respect to common shares, which are carried out as part of a pro rata distribution to all shareholders, will not be subject to Peruvian income tax or withholding taxes.

Capital Gains

Pursuant to Article 6 of the Peruvian income tax law, individuals and domiciled entities in Peru are subject to Peruvian income tax on their worldwide income whilenon-domiciled entities – including branches, agencies (agencias), and permanent establishment (establecimientos permanents) ofnon-domiciled entities – are subject to Peruvian income tax only on their Peruvian source income.

Peruvian income tax law provides that income derived from the disposal of securities issued by Peruvian entities is considered Peruvian source income and is therefore subject to income tax. Under current Peruvian income tax law, capital gains resulting from the disposal of American Depositary Receipts (ADRs) that represent shares issued by Peruvian entities are considered Peruvian source income and therefore are subject to Peruvian income tax. Peruvian income tax law also provides that the taxable income resulting from the disposal of securities is equal to the difference between the sale price of the securities (which may not be less than their fair market value) and their tax basis.

Notwithstanding the foregoing, capital gains resulting from the disposal of ADSs or the beneficial interest in ADSs that represent shares issued by a Peruvian entity are not considered Peruvian source income, and therefore are not subject to Peruvian income tax.

In the event ADSs are exchanged into common shares and such common shares are disposed of, capital gains resulting therefrom will be subject to an income tax rate of either 5% or 30%, depending on where the transaction takes place. If the transaction is consummated in Peru, any capital gain will be subject to an income tax rate of 5%; and if the transaction is performed outside of Peru, any capital gain will be subject to a 30% income tax rate.

Peruvian income tax law regulations have stated with respect to the transfer of common shares, that transactions are deemed to be consummated in Peru if the common shares are transferred through the Lima Stock Exchange.

From 2016 through December 31 of 2019, pursuant to the Law 30341, capital gains resulting from a transfer of: (i) Common shares and investment shares, (ii) ADRs and Global Depositary Receipts (GDRs), (iii) Exchange Trade Funds (ETF) units that have underlying shares and / and/or securities

representing debt, (iv) representative securities of debt, (v) Certificates of participation in mutual funds for investment in securities, (vi) Certificates of participation in investment Funds in Rent of Real Property (FIRBI) and certificates of participation in Trustee of Securitization for Investment in Rent of Real Estate (FIBRA), and (vii) Negotiable invoices, in each case, through the Lima Stock Exchange will be exempt from income tax, provided, however, that the following conditions are met:

(a) The transfer must be performed through a centralized trading mechanism supervised by the Securities Market Superintendence;With respect to (i), (ii) and convertible bonds:

(b) In any 12 months

(a)

The transfer must be performed through a centralized trading mechanism supervised by the Securities Market Superintendence;

(b)

In any12-month period, neither the seller or any person related to him must dispose of more than 10% of the total number of common shares issued by the company through one or more simultaneous or successive operations; and

(c) The shares must have a “market presence”, meaning that transactions in respect of those shares for a value exceeding four Tax Units (currently, S/.16,200)

(c)

The shares must have a “market presence”, meaning that transactions in respect of those shares for a value exceeding four Tax Units (currently, S/.4,200.00) shall have occurred in at least 27 business days out of any 180 business day period including the date of the transaction.

With respect to (iii), (iv), (v) and (vi):

(a)

The transfer must be performed through a centralized trading mechanism supervised by the Securities Market Superintendence; and

(b)

The shares must have a “market presence,” meaning that transactions in respect of those shares for a value exceeding four Tax Units (currently, S/.4,200.00) shall have occurred in at least 27 business days out of any 180 business day period including the date of the transaction.

With respect to (vii), the transfer must be performed through a centralized trading mechanism supervised by the Securities Market Superintendence.

Any gain resulting from the conversion of ADSs into common shares or common shares into ADSs will not be subject to taxation in Peru.

Likewise, it is important to notice that if after applying the exemption, the issuer delisted the securities from the Registry of the Lima Stock Exchange, in whole or in part, in an act or progressively, within the next 12 months after the disposal is made, the exemption that is applied to the securities unlisted is lost.

AnyNon-Peruvian Holder entities who acquires common shares will have the following tax basis: (i) for common shares purchased by the transferor, the acquisition price paid for the shares; (ii) for common shares received by the transferor as a result of a share capital increase because of a capitalization of net profits, the par value of such common shares; (iii) for other common shares received free of any payment, tax basis will be: (x) zero or the cost borne by the transferor, in the case of individuals and (y) the fair market value at the time of the acquisition, in the case of entities; and (iv) for common shares of the same type acquired at different opportunities and at different values, the tax basis will be the weighted average cost. In cases where common shares are sold byNon-Peruvian Holders outside the Lima Stock Exchange, the tax basis must be certified by the Peruvian tax administration prior to the time payment is made to the transferor; otherwise it would not be possible to deduct the tax basis and the 30% Peruvian income tax would apply to the total sale price. Under Peruvian income tax law, tax basis certification is granted by the Peruvian tax authorities within 30 business days after the filing of the corresponding application. If the Peruvian tax authorities do not respond within the abovementioned period, the tax basis calculation will be deemed automatically approved.

In any transaction relating to Peruvian securities through the Lima Stock Exchange, CAVALI will act as withholding agent of the Peruvian income tax. If the purchaser is a resident in Peru and the sale is not performed through the Lima Stock Exchange, the purchaser will act as withholding agent. In other cases, the transferor shall be obliged to self-assess the tax and pay it to the Peruvian tax authorities within the first 12 business days of the month following the transfer.

Other Considerations

No Peruvian estate or gift taxes are imposed on the gratuitous transfer of ADSs or common shares. No stamp, transfer or similar tax applies to any transfer of ADSs or common shares, except for commissions payable by seller and buyer to the Lima Stock Exchange (0.021% of value sold)sold, provided that the Lima Stock Exchange applies a discount of 90% of such commission if stock is included in the Good Corporate Governance Index), fees payable to the Peruvian Securities Commission (0.0135% of value sold)sold, provided that the Peruvian Securities Commission applies a discount of 90% of the abovementioned commission if stock is included in the Good Corporate Governance Index), brokers’ fees (about 0.05% to 0.50% of value sold)sold by legal entities) and value added tax (at the rate of 18%) on commissions and fees. Any investor who sells its common shares on the Lima Stock Exchange will incur these fees and taxes upon purchase and sale of the common shares.

United States Federal Income Tax Considerations

The following summary describes certain United States federal income tax consequences to a United States Holder (as defined below) of the purchase, ownership and disposition of our common shares and ADSs as of the date of this annual report. Except where noted, this summary deals only with common shares and ADSs held as capital assets (generally, property held for investment). As used herein, the term “United States Holder” means a beneficial owner of common shares or ADSs that is for United States federal income tax purposes:

an individual citizen or resident of the United States;

 

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to United States federal income taxation regardless of its source; or

 

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary does not represent a detailed description of the United States federal income tax consequences applicable to you in light of your particular circumstances and does not address the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

 

a dealer in securities or currencies;

 

a financial institution;

 

a regulated investment company;

 

a real estate investment trust;

 

an insurance company;

 

atax-exempt organization;

 

a person holding our common shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

 

a trader in securities that has elected themark-to-market method of accounting for your securities;

 

a person liable for alternative minimum tax;

 

a person who owns or is deemed to own 10% or more of our voting stock;stock (by vote or value);

 

a person required to accelerate the recognition of any item of gross income with respect to our common shares or ADSs as a result of such income being recognized on an applicable financial statement;

a partnership or other pass-through entity for United States federal income tax purposes; or

 

a person whose “functional currency” is not the U.S. dollar.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. There is currently no income tax treaty between the United States and Peru that would provide for United States federal income tax consequences different than the consequences under the foregoing authorities. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our common shares or ADSs, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common shares or ADSs, you should consult your tax advisors.

This summary does not address the effects of the Medicare tax on net investment income or other United States income tax consequences such as United States federal estate or gift tax consequences, and does not address the effects of any state, local ornon-United States tax laws. If you are considering the purchase, ownership or disposition of our common shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

The gross amount of distributions, other than certain pro rata distributions of common shares, on the ADSs or common shares (including amounts withheld to reflect Peruvian withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.

To the extent that the amount of any distribution (including amounts withheld to reflect Peruvian withholding taxes) exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as atax-free return of capital, causing a reduction in the adjusted basis of the ADSs or common shares, and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend. Such dividends (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect tonon-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. Anon-United States corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on common shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs, which are listed on the New York Stock Exchange,NYSE, will be considered readily tradable on an established securities market in the United States. Based on existing guidance, it is not entirely clear whether our common shares will be considered readily tradable on an established securities market in the United States because only the ADSs, not the underlying common shares, are listed on a securities market in the United States. We believe that dividends we pay on our common shares that are represented by ADSs, but not our common shares that are not so represented, will meet such conditions required for the reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years.Non-corporate United States Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

The amount of any dividend paid in soles will equal the U.S. dollar value of the soles received, calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs, regardless of whether the soles are converted into U.S. dollars at that time. If the soles received as a dividend are converted into U.S. dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the soles received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the soles equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the soles will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations, Peruvian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or common shares will be treated as foreign source income and will generally constitute passive category income. However, in certain circumstances, if you have held the ADSs or common shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for any Peruvian withholding taxes imposed on dividends paid on the ADSs or common shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Peruvian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of ADSs or common shares in an amount equal to the difference between the amount realized for the ADSs or common shares and your tax basis in the ADSs or common shares, in each case as determined in U.S. dollars. Such gain or loss will generally be capital gain or loss. Capital gains ofnon-corporate United States Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

If a Peruvian income tax is withheld on the sale or other disposition of our ADSs or common shares, your amount realized will include the gross amount of the proceeds of that sale or other disposition before deduction of the Peruvian income tax. See “—Peruvian Tax Considerations—Capital Gains” for a description of when a sale or other disposition of our ADSs or common shares may be subject to taxation by Peru. Any gain or loss recognized by you will generally be treated as United States source gain or loss for foreign tax credit purposes. Consequently, in the case of gain from the disposition of ADSs or common shares that is subject to Peruvian income tax, you may not be able to benefit from the foreign tax credit for that Peruvian income tax (i.e., because the gain from the disposition would be United States source), unless you can apply the credit (subject to applicable limitations) against United States federal income tax payable on other income from foreign sources. Alternatively, you may take a deduction for the Peruvian income tax if you do not take a credit for any foreign taxes paid or accrued during the taxable year. You are urged to consult your tax advisors regarding the tax consequences if Peruvian income tax is imposed on a disposition of ADSs or common shares, including the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (a “PFIC”), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the ADSs or common shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us (as discussed above under “—Taxation of Dividends”) if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or common shares and the proceeds from the sale, exchange or redemptionother disposition of our ADSs or common shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of our ADSs or common shares. You should consult your own tax advisors concerning the overall tax consequences to you, including the consequences under laws other than United States federal income tax laws, of an investment in our ADSs or common shares.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Accordingly, we are required to submit reports and other information to the SEC, including annual reports on Form20-F and reports on Form6-K. You may inspect and copy reports and other information submitted to the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at1-800-SEC-0330.In addition, the SEC maintains an Internet website athttp://www.sec.gov, from which you can electronically access these materials.

As a foreign private issuer, we are required to file with the SEC annual reports on Form20-F, but we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we have furnished, and intend to continue to furnish, our shareholders with quarterly reports containing unaudited financial data for the first three quarters of each fiscal year. In addition, as a foreign issuer, we are not subject to the proxy rules under Section 14 of the Exchange Act and our officers and directors are subject to Section 16 of the Exchange Act relating to insider short-swing profit disclosure and recovery regime.

We send the depositary a copy of all notices that we give relating to meetings of our shareholders or to distributions to shareholders or the offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary makes all these notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary mails copies of those notices, reports and communications to you if we ask the depositary to do so and furnish sufficient copies of materials for that purpose.

We file financial statements and other periodic reports with the Peruvian Securities Commission in Peru. Issuers of securities registered with the Peruvian Securities Commission are required to disclose material information relating to the issuer. Pursuant to the Securities Market Law and relevant regulations enacted thereunder, all material information in connection with the issuer of registered securities, its activities or securities issued or secured by such issuer which may influence the liquidity or price of such securities must be disclosed. Accordingly, issuers must file with the Peruvian Securities Commission mainly two types of information: (a) financial information, including unaudited interim financial statements on a quarterly basis (which are not required to be subject to limited review), and audited annual consolidated financial statements on an annual basis, and (b) material information relating to the issuer and its activities that may significantly affect the price, offering or negotiation of the issued securities, and in general, all the information that may be relevant for investors to be able to make investment decisions.

I. Subsidiary Information

See the notes 2.2 and 76 to our audited annual consolidated financial statements included in this annual report for a description of our subsidiaries.

 

ItemITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a number of market risks arising from our normal business activities, including the possibility that changes in currency exchange rates or interest rates will adversely affect future cash flows and profit or the value of our financial assets and liabilities. From time to time, we enter into derivative transactions to hedge against foreign currencies and interest rate fluctuations. For further information regarding our market risk, see note 34 to our audited annual consolidated financial statements included in this annual report.

Exchange Rate Risk

We are exposed to market risk associated with changes in foreign currency exchange rates. Our revenues and costs, and our assets and liabilities, are denominated in soles, U.S. dollars, Chilean pesos and, to a lesser extent, other currencies. In 2016, 46%2018, we estimate that 32.53%, 33%55.63% and 21%11.83% of our revenues were denominated in soles, U.S. dollars and other currencies (principally Chilean pesos), respectively, while 55%63.22%, 22%23.11% and 23%13.67% of our cost of sales during the year were denominated in soles, U.S. dollars and other currencies. In addition, as of December 31, 2016, 46.7%2018, 56%, 45.6%41% and 7.6%3% of our total debt was denominated in soles, U.S. dollars and other currencies, respectively. If, at December 31, 2016,2018, the sol had strengthened/weakened by 2% against the U.S. dollar, with all other variables remaining constant, orpre-tax profit for the year would have increased/decreased by S/.0.2.0.5 million. This sensitivity analysis does not take into account our payable to Chubb Insurance Company relating to our reimbursement obligations under the GSP performance guarantee.

Interest Rate Risk

We may from time to time incur variable interest rate indebtedness, and accordingly our financial expenses are affected by changes in interest rates. Based upon our indebtedness at December 31, 2016,2018, and taking into account our interest rate derivative instruments, a change in interest rates of five percent (or 500 basis points) would impact our net profit by S/.80.3.0.75 million annually. This sensitivity analysis does not take into account our payable to Chubb Insurance Company relating to our reimbursement obligations under the GSP performance guarantee.

Commodity Price Risk

We are exposed to market risk associated with changes in commodity prices, primarily for oil, steel and cement, which in aggregate represented a majority of our total input cost in 2016.2018. We do not have long-term contracts for the supply of these key inputs. Based upon our consumption of these inputs during 2016,2018, a 10% increase/decrease in the prices of each of oil, steel and cement would have increased/decreased our costs of sales by S/.59.1.1.0 million, S/.15.2.6.8 million and S/.3.0.1.7 million, respectively. However, based on our production of oil during 2016,2018, a 10% increase/decrease in the price of oil would have increased/decreased our revenues by S/.66.0.29.3 million.

ItemITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Fees and Expenses

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of common shares, issuances in respect of common share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 or less for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a common share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing common shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable:

 

a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

 

a fee of US$0.05 or less per ADS for any cash distribution made pursuant to the deposit agreement;

 

a fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

 

a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary’s agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the common shares or other deposited securities, the sale of securities, the delivery of deposited securities or otherwise in connection with the depositary’s or the custodian’s compliance with applicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

 

a fee for the distribution or sale of securities pursuant to paragraph 10 of the deposit agreement, such fee being in an amount equal to the US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were common shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

 

stock transfer or other taxes and other governmental charges;

cable and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of common shares;

 

transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and

expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. The amounts of reimbursements available to us are not based upon the amounts of fees the depositary collects from investors. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing common shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting on their behalf. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

During 2016,2018, the depositary reimbursed us for expenses in an aggregate amount of US$89,950.0690,718 (S/.302,232.20).306,538).

PART IIII.

 

Item 13.ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Financing of the Expansion Project of the Lima Metro Concession

On August 23, 2017, GyM Ferrovias entered into a US$396 million financing structure with Mizuho Bank, Ltd and Sumitomo Mitsui Banking Corporation. The particular structure for the expansion project of the Lima Metro involves the securitization of irrevocable and unconditional payment obligations of the Government of Peru (CPAOs), which have been sold by GyM Ferrovias to a borrower under a long-term loan facility. The expansion project includes the improvement of civil works and the purchase of additional rolling stock, including trains and cars that will be designed, built, operated and maintained by GyM Ferrovías, as concessionaire under the Lima Metro concession. The financing is structured as a long-term loan facility and a working capital facility.

As of the date of this annual report,During 2018, GyM Ferrovias iswas in continuing default under the financing of the expansion project due to thenon-delivery of our audited consolidated financial statements for the 2016 fiscal year, in our capacity as guarantor of the obligations of GyM Ferrovias under the agreement. The financing required that we provide the financial statements no later than April 4, 2018. Also, the financing requiresrequired that we deliver our audited consolidated financial statements for the 2017 fiscal year by May 15, 2018. We willwere not be able to deliver those financial statements on time. We have initiated the process of requestingrequested a waiver from the lenders.lenders, which we received on July 2, 2018, by which time we had already delivered our audited financial statements for the 2016 and 2017 years.

Syndicated Loan

Due to the termination of the GSP gas pipeline concession on January 24, 2017, we were in breach of our covenants, including our Consolidated Leverage Ratio, under our syndicated loan as of December 31, 2016, as the effects on our financial condition and results of operations of the concession termination were taken into account for the purposes of calculating compliance with our financial covenants for 2016. AsHowever, as of December 31, 2016, (a) our Consolidated EBITDA to Consolidated Interest Expense (as defined therein) was 3.33x rather than at least 3.5x as required under the syndicated loan, (b)2017 our Consolidated Leverage Ratio (as defined therein) was 5.75x rather than2.2x, no more than 3.5x as required under the syndicated loan, and (c) our Debt Service Coverage Ratio (as defined therein) was 3.83x rather than at least 1.5x as required under the syndicated loan. Additionally, uponUpon the termination of the GSP gas pipeline concession on January 24, 2017, we were required to prepay our syndicated loan. We amended the terms of our syndicated loan, including certain financial covenants and certain prepayment requirements.

As of the date of this annual report,During 2018, and due to the accounting adjustments in connection to the termination of the GSP gas pipeline concession, we arewere again under certain continuing defaults under the syndicated loan with respect to certain financial ratios and thenon-delivery of failure to timely deliver our audited consolidated financial statements for the 2016 and 2017 fiscal years. The syndicated loan required that we provide the financial statements for the 2016 and 2017 fiscal years no later than April 30, 2018. As of March 31, 2018, our Consolidated Leverage Ratio (as defined therein) was 2.62,2.6, rather than no more than 2.50 as required under the syndicated loan. We are in the process of requesting waivershave requested a waiver from the lenders.lenders, which we received on August 17, 2018, by which time we had already delivered our audiated financial statements for the 2016 and 2017 years.

GSP Bridge Loan and New Term Loan.

With the termination of the GSP gas pipeline concession, our proportional guarantee under the GSP bridge loan became due. As of December 31, 2016,2017, there was US$12972.5 million (S/.433.4.235.2 million) of principal amount outstanding under our corporate guarantee. As of the date of this annual report the principal amount outstanding under the GSP bridge loan has been entirely paid. On June 27, 2017 we entered into a new US$78.7 million (S/.264.8 million) term loan with Natixis, BBVA, SMBC and MUFJ, the proceeds of which were used to prepay GSP bridge loan.

As of the date of this annual report,In 2018, we arewere under certain continuing defaults under the new term loan with respect to certain financial ratios and thenon-delivery of failure to timely deliver by April 30, 2018 our audited consolidated financial statements for the 2016 and 2017 fiscal years. The term loan required thatyears, which we providedelivered in July 2018. In addition, the financial statements for the 2016 and 2017 fiscal years no later than April 30, 2018. Ascompany was in default as of December 31, 2018 due to its failure to make payment on June 27, 2018 of 40% of the date hereof, our Consolidated Leverage Ratio (as defined therein) was 2.62, rather than no more than 2.50 as requiredamounts outstanding under the syndicatedterm loan. We are in the process of requesting waiversThe company requested a waiver, which it formally received from the lenders.lenders on January 31, 2019, concurrent with which the company repaid the amounts that were overdue (US$16.2 million).

Financial Stability Framework Agreement

As of December 31, 2018 and as of the date hereof, our construction subsidiary GyM is under a continuing default under the Financial Stability Framework Agreement with respect to its failure to comply with certain ratios between Tranche A (client invoices (facturas)) and Tranche B (client provisions). No event of default has been formally notified to GyM by the lenders, and our subsidiary has requested a waiver from the lenders, which is pending. If duly notified to GyM by the lenders, the consequence of this annual report, we aredefault would be to transfer certain amounts due under continuing defaultTranche A to Tranche B, for which payment is not due tountil July 2019. As of December 31, 2018, there was US$43.7 million (S/.147.8 million) outstanding under Tranche A and US$15.7 (S/.53.0) outstanding under Tranche B of thenon-delivery facility, for a total of our audited consolidated financial statements and those of our subsidiary, GyM, for the 2016 and 2017 fiscal years. The loan required that we provide such financial statements no later than April 30, 2018. We are in the process of requesting waivers from the lenders.$US$59.4 million.

For more information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Recent Developments” and “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

 

ItemITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material Modifications to the Rights of Security Holders

None.

Use of Proceeds

On July 29, 2013, we completedNovember 6, 2018, our initial publiccompany’s general meeting of shareholders and board of directors approved an offering in the United States by issuing 20,353,920 ADSs, representing 101,769,600and sale of our company’s common shares (including partial exercisepursuant to a private placement. In December 2018, our company issued and sold a total of the underwriters’ over-allotment option on August 23, 2013, for cash consideration69,380,402 common shares, to certain of US$21.13 per ADS. We received approximately US$411.3 millionour company’s existing shareholders that exercised preemptive rights in net proceeds fromaccordance with Peruvian law. On April 2, 2019, our initial public offering. We have used these net proceeds for capital investments, acquisitionscompany issued and other general corporate purposes, consistent with our disclosure in the registration statement relatingsold 142,483,633 common shares pursuant to the initial public offering.private placement, of which: (i) 55,291,877 shares were paid in full and (ii) 87,191,786 shares were paid 50% with 50% to be paid by July 1, 2019. In total, our company issued and sold 211,864,065 common shares with the proceeds used to reduce debt, to pay our vendors and for working capital of one of our company’s subsidiaries.

 

ItemITEM 15.

CONTROLS AND PROCEDURES

A. Disclosure Controls and ProceduresCONTROLS AND PROCEDURES

A.

Disclosure Controls and Procedures

Management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules13a-15(e) and15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016,2018, our disclosure controls and procedures were not effective as a result of the material weaknesses in internal control over financial reporting described below.

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

B.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company as such term is defined by Exchange Act rules13(a)-15(f) and15(d)-15(f). In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”(“SOX”), management has conducted an assessment, including testing, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted IFRS accounting principles. Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In ourWe have established a continuous testing process throughout the year. From this assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016,2018, we have identified certain material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual orand interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are described below:

deficiencies in the operational effectiveness of controls over SOX compliance, including those related to determining the subsidiaries to be included in the scope of SOX testing, the review and formal approvalControl Environment

Theofrisk and control environment, which ismatrices, the responsibilityupdating and approval of senior management, helps setnarratives and flowcharts, as well as the tonemonitoring of the organization, influences thedetected control consciousness of its officers and employees, and is an important component affecting how the organization performs risk management, financial analysis, accounting and financial reporting. A proper organizational tone can be promoted through a variety of means, such as policies and codes of ethics, a commitment to hiring competent employees, the manner and content of oral and written communications, and structures that promote and reward openness, strong internal controls, effective governance, risk management, compliance and ethical behavior.

As of December 31, 2016, we did not maintain an effective control environment primarily attributable to the following identified material weaknesses:

Our assessment found that an inconsistent and ineffective tone at the top was present, under the then-existing senior management, that was not effective to ensure adherence to IFRS and our accounting policies and procedures. This resulted in an environment which in some instances may have led to incorrect accounting decisionsfailures and the failure to disclose information that may be necessary for an effective reviewimplementation of transactions and accounting entries to the appropriate finance and accounting personnel, our Board, our Audit and Process Committee, and/or independent registered public accounting firm. In addition, we identified an inadequate oversight by the Audit Committee regarding the role of the Internal Audit Department. The control environment was not always sufficient to ensure that adequate entreprise risk management (including fraud risk) and monitoring mechanisms were in place to secure that our internal control system over financial reporting operated effectively, including that the relevant risk/control activities were carried out properly and that corrective actions were taken on a priority basis and in timely manner.financing reporting;

 

We did not have sufficient personnel with

deficiency in formally having an appropriate level of knowledge, experienceestablished and training in the application of IFRSdocumented process for enterprise and with requirements of internal control over financial reporting commensurate with the complexity of our financial reporting requirements.

These material weaknesses in thefraud risk and control environment contributed to the following additional material weaknesses,management, including the material weaknesses in risk assessment, information and communication, and monitoring and evidential matter.

Risk Assessment

We identified deficiencies in the controls to address the risks of a material misstatement. Specifically, changes to existing controls or the implementation of new controls were not sufficient to respond to changes toa risk management system that includes a methodology, a process of identification, evaluation and quantification of the risks, of material misstatements to financiala continuous improvement plan and a monitoring and reporting due in part to acquisitions, dispositions and other changes to the business. These deficiencies contributed to the following additional material weaknesses:process;

Accounting closing process with respect to the review of the consolidated and separate financial statements: we identified deficiencies in the controls over certain business processes including ourperiod-end financial reporting process, including the identification and execution of controls over financial statement analyses required to assess the appropriateness of certain account balances atperiod-end and the control over the completeness and accuracy of interim and annual financial statement presentation and disclosure.

 

Controls over the review, approval and documentation related to journal entries: we identified

deficiencies in design and operational effectiveness of the controls over the review, approval and documentation related to journal entries. Specifically, effective controls were not in place to verify and properly approve that journal entries were prepared with sufficient supporting documentation, reports and spreadsheets used to support the journal entries were complete and accurate.

Deficiencies in the design and operational effectiveness of controls over segregation of duties: we identified duties to help ensure that personnel with potential conflicts were not involved innon-compatible activities;

deficiencies in the design and operational effectiveness of the controls overestablished in the accounting closing process with respect to the: (1) preparation and review of the annual and interim consolidated financial statements, (2) review, approval and supporting documentation of certain accounting entries, (3) segregation of duties between preparation and approval of accounting entries, (4) access control to ensure that conflicted individuals were not involvedspreadsheets used for manual accounting records in activities related to their conflicts or that such activities were monitored by appropriate individuals usingcompliance with IFRS disclosures, (5) disclosure of discontinued operations, and (6) complete, accurate and accurate information.

Deficiencies in the designtimely provision of controls over the timely accounting for signed contracts: we identified deficiencies in the design of the controls, including entity-level controls and process-level controls to prevent or detect material inaccuracies, relatedinformation to the accounting for the contracts signed with certain companies with which we are associated (Consorcio Constructor Ductos del Sur), one of the company’s significant joint arrangements. Specifically, we identified department; and

deficiencies related to the accounting assessment of joint arrangement contracts and the assessment of the completeness of contracts, which is relevant to verifying all contracts and addenda are accounted for, including any changes in thepercentage-of-interests held in certain entities. We noted that certain entities (i.e. consortia) were accounted for using an accounting basis that was not consistent with the nature/type of the joint arrangement contracts. Nevertheless, there were no significant impacts in our consolidated financial statements because clarifying addendums were signed by the parties.

Deficiencies in the design and operational effectiveness of controls established in the revenue recognition process with respect to the criteria for, and the documentation supporting, the recognition of revenue: we identified deficiencies in design and operational effectiveness of the controls related to the accounting for revenue and accounts receivable,the determination of related provisions, including construction contract revenues and contingent revenues. Specifically, with respect to construction contract revenues and costs, we identified deficiencies in the controls to verify that unbilled services at the closing date of the financial statements were completely and accurately identified and recorded, projected margins by project/work were reasonable, supported and accurately calculated, and revenues billed related to actual transactions were authorized by the customer and stated at the correct amounts. Further, with respect to contingent revenues, we did not have effective controls to verify that revenues that were contingent in nature were not recognized until all of the recognition criteria were met. We identified deficiencies in design and operational effectiveness of the controls over the valuation of provisions for revenue. Specifically, we identified deficiencies in the controls to ensure the provisions stated in the financial statements were recoverable and were not impaired.

Deficiencies in the determination of related estimates and the accounting for inventory and inventory entries received: We identified deficiencies in design and operational effectiveness of the controls related to the accounting for inventory and inventory entries received. Specifically, one of our subsidiaries has not implemented the controls in all locations where they receive inventories. Also, we identified deficiencies in the design and operational effectiveness of the control over the review, approval and documentation related to purchases of services.

Deficiencies in design and operational effectiveness of the controls over the review and approval of the valuation of acquired assets and liabilities as part of a step acquisition: We identified deficiencies in the controls to verify the data, assumptions, model and calculations used to value acquired assets and liabilities were appropriate and reasonable.

Information and Communication

We identified deficiencies in the controls over information and communications. Specifically, we identified deficiencies in the process to verify all information necessary to be provided to the accounting department to achieve complete and accurate financial reporting from other operating departments were provided completely, accurately and on a timely basis.

Monitoring and Evidential Matter

Deficiencies in operational effectiveness of controls over SOX compliance: we identified deficiencies in design and operational effectiveness of the monitoring controls related to the design and operational effectiveness of our internal controls. Specifically, we did not maintain personnel and systems within the internal audit function that were sufficient to ensure the adequate monitoring of control activities. This control deficiency resulted in some instances of the internal audit function’s failure to identify or sufficiently follow through on the analysis of certain inappropriate accounting decisions and changes in accounting methodology.

We did not consistently maintain sufficient evidential matter, including documentation, to provide reasonable support for management’s assessment of the effectiveness of internal control over financial reporting.

Conclusion

These material weaknesses resulted in adjustments to the accounting for revenue and accounts receivable and a number of adjustments and reclassifications in other accounts receivables owed to prepaid expenses, acquired assets and liabilities as part of a step acquisition, the classification to calculate the exchange gains/losses related to loans with related entities, and intercompany transactions.receivable. Additionally, these material weaknesses could result in other misstatements in our financial results and disclosures, which could result in a material misstatement to our annual or interim consolidated financial statements not being prevented or detected. Because of these material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2016,2018, based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

Moore Stephens SCAI S.A. (a member firm of Moore Stephens International), an independent registered public accounting firm, which has audited and reported on the consolidated financial statements as of and for the year ended December 31, 2015 and 20162018 contained in this annual report on Form20-F, has issued an attestation report on our internal control over financial reporting as of December 31, 2015 and 2016.2018.

Remediation Plan

We continueare in the process of implementing significant improvements to evaluate our internal control over financial reporting, as described in our annual report on Form20-F for fiscal year 2017 and as described herein. As part of this process, we are taking remedial actions to address the material weaknesses that have been identified.

Our board of directors established a new Risk, Compliance and Sustainability Committee in March 2017, which is chargedidentified with among other things, risk management. We believe that the role of the new committee reflects, along with the role of the Audit and Process Committee andrespect to our senior management, the priority that our company gives to the improvement of our enterprise and fraud risk management, internal control environment and will reinforce from the top of our company a culture of compliance with internal controls across our subsidiaries and other entities.

In addition, our internal audit function is being reorganized, and new personnel with the appropriate training and experience is being hired by us to ensure that the internal control system and processes are executed in an adequate and timely manner.

Our management is communicating to employees the need for effective internal control over financial reporting.

We are currently preparing a draft company risk manual that includes a methodology, a process of identification, evaluation and quantification of risks, a continuous improvement plan and a monitoring and reporting process. In parallel and for the key processes, management is having meetings with process ownersidentifying significant risks and their impact to reinforceprioritize their review and control enhancement and monitor their implementation as necessary.

As of December 31, 2018, we completed the purpose and importanceimplementation of controls reviewover substantially all (and as of the date hereof, we have completed the implementation of controls over all) of our subsidiaries to comply with the SOX requirements, and analyze the identified deficiencies,testing of these controls in design and promotetop-down ownershipeffectiveness over financial reporting will be performed in 2019.

In relation to controls on segregation of duties, we have completed the identification of the conflicted accesses to our accounting and accountabilitykey systems, and a remediation plan is in progress. This plan includes making changes to those accesses in order to ensure there is no conflict over the control environment. Also, wesegregation of duties.

We will be conducting a formalcontinue providing proper training program, includingto our accounting team in matters related to IFRS, at our subsidiaries withand to employees responsible for our internal controls, to ensure they have an appropriate level of knowledge of and can build theon our experience with those controls, specifically, those relating to monitoring evaluation and accountability,accounting, in order to execute their control responsibilities.

We are in the process of reviewing our employees’ access to our accounting and key systems and we are designing and implementing new information technology tools in order to improve our control process In addition, controls over the accounting process are under review to ensure that information is provided to the accounting department in a complete, accurate and timely fashion, financial statements are assessed, supporting documentation of accounting entries is provided, there is a correct segregation of duties between preparation and approval of accounting dutiesentries, and access control to spreadsheets used for manual accounting are kept correctly. In addition, as part of this plan, controls in revenue recognition will be reinforced with the proper custodyimplementation of policies and recording of all supporting documentation, including information related to contracts.procedures in accordance with IFRS.

Furthermore, moving forward, we will continue to monitor and assess our remediation activities to address the material weaknesses discusseddescribed above through remediation as soon as practicable.

The implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting described above. Such material weaknesses have not been, nor can we ensure by what date they will be, fully remediated.

The process of designing and implementing an effective reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expenddevote significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. See “Item 3. Key Information— D. Risk Factors—We have identified material weaknesses in our internal control over financial reporting, and if we cannot maintain effective internal controlcontrols or provide reliable financial and other information in the future, investors may lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our ADSs.” If we fail to implement and maintain an effective system of internal control, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our ADSs may be materially and adversely affected.

C.

C.

Attestation Report of the Registered Public Accounting Firm

See Item 18. Financial Statements.

D.

Changes in Internal Control Over Financial Reporting

D. Changes in Internal Control Over Financial Reporting

We identifiedDuring 2018, the company made changes to its internal control over financing reporting to address material weaknesses in our internal controlidentified during 2017. The company continued implementing its remedial plan as described in Item 15.B. above. Thereof the annual report for the 2017 fiscal year. Specifically, the company addressed material weaknesses in its control environment, the timely accounting for signed contracts, controls over the accounting of inventory, and the role of the internal audit function, as follows:

During 2017 and 2018, the company, through its senior management, began to implement programs to strengthen the tone of the top of the organization affecting how the organization performs risk management, financial analysis, accounting and financial reporting. These activities have included during 2018: the launch of an updated code of ethics to all officers and employees; ethics training programs, which have been completed by 90% of employees; conflicts of interest declarations for all employees; the strengthening of our hiring process; the launch of a communication program for all employees with respect to the company’s compliance policies; the implementation of an updated organizational structure, including the review and adjustment of the delegation of authority; the development of a plan to implement the new internal control system across the company, the completion of which is ongoing; and the implementation of a due diligence program to third parties (partners and suppliers) as part of the implementation of a fraud risk program.

During 2018, the company began the review of the main processes to identify deficiencies in controls to address risks related to material misstatements. This review included the following processes: accounting closing, inventory, signing of contracts, segregation of duties, project management, and new business development.

One of the material weaknesses identified in 2017 was the timely accounting for signed contracts. During 2018, this process was reviewed and changes were no other changesmade to ensure that all signed contracts were accounted for on a timely basis. The deficiencies identified in 2017 with respect to the accounting for inventory were related to inventory reviews that were not performed on a timely basis. During 2018, inventory reviews were performed in all our applicable subsidiaries and actions were taken to address discrepancies.

Additionally, the company’s internal audit function was reorganized. A new Chief Executive Auditor, who reports directly to the Audit Committee, was appointed in January 2018. Additionally, we hired personnel within the internal audit department with the appropriate training and experience in auditing to ensure that our internal control over financial reporting (as defined in Rules13a-15(f)system and15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2016 that have materially affected, or processes are reasonably likely to materially affect, our internal control over financial reporting.executed adequately.

Item

ITEM 16. [RESERVED]

[RESERVED]

ITEM 16A.

Item 16A AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Manuel del Rio and Mr. José Antonio Rosas each qualifyRío qualifies as an “audit committee financial expert” and areis independent in accordance with SEC rules.under the Exchange Act.

Item 16B CODE OF BUSINESS CONDUCT AND ETHICS

ITEM 16B.

CODE OF BUSINESS CONDUCT AND ETHICS

We are committed to responsible, honest, transparent and ethical conduct. Our management system enables us to communicate our corporate values and principles to all levels of the organization, offers a confidential reporting mechanism (canal ético)(canal ético), and has a governance structure, independent from management, to investigate and remedy potential breaches of our code.

We have adopted a code of business conduct and it applies to our directors, officers and employees. Our code of business conduct is available on our websitewww.granaymontero.com.pe. Information on our website is not incorporated by reference in this annual report.

If we make any substantive amendment to the code of business conduct or if we grant any waiver, including any implicit waiver, from a provision of the code of business conduct that applies to our chief executive officer, chief financial officer or controller, we will disclose the nature of such amendment or waiver in our website or in our next Form20-F to be filed with the SEC to the extent required under applicable rules. During the year ended December 31, 2016,2018, no such amendmentwaiver was granted. Certain amendments to our code of business conduct were made or waiver granted.as described below.

In 2015, we reinforced our ethics management system as a preventative measure. Our board of directors approved an anti-corruption compliance program, which establishes the leadership and commitment of senior management on this matter, defines supervisory bodies and the reporting lines, establishes new policies and procedures, identifies additional internal controls, and proposes training plans for the entire organization. This program applies to all companies in the group and to any third parties that may act on our behalf. Within the program, the anti-corruption policy provides the guidelines required to avoid acts of corruption in our business or in our relations with any state entity, and reinforces the obligation to have accounting records and internal controls.

During 2016, our efforts regarding compliance and prevention were focused on the deployment of the anti-corruption program across our companies. As part of this process, we implemented in ourweb-based platform a training program with respect to the principal anti-corruption guidelines. Additionally, we have included anti-corruption matters in our board of directors’ periodic agenda, and we also have established a compliance officer who reports to the Audit and Processes Committee. We continue performing due diligence in connection with acquisitions, and used the “Know Your Partner” initiative (2015), through which preventive assessments were performed on potential strategic partners, suppliers and potential recipients of grants in 2016. In this regard, anti-corruption clauses were included in contracts with suppliers and a specific procedure was implemented for charitable donations.

In FebruaryMarch 2017, our board of directors created the Risk, Compliance and Sustainability Committee to enhance our ethics and compliance program. That committee then created the Risk and Compliance Corporate Function, which reports to the committee. A new Chief Risk and Compliance Officer for the Groupgroup was appointed on July 1, 2017 to enhance and develop further our ethics and compliance program. Our board of directors also appointed an External Advisory Council to provide the Board with independent advice and recommendations on corporate governance and compliance matters. WeThe first meeting was held in Lima on October 10, 2017. In 2017, we launched in 2017 training sessions, combined with specialized courses addressed to middle and senior managers as well as to all members of our board of directors.

In December 2017, the Group

On February 5, 2018 we launched a projectrevised, risk-based due diligence corporate policy with respect to renew our employees and existing and potential third-parties. The first phase began immediately and we renewed the due diligence with our partners and customers. We also trained our commercial force and managers on the new policy and launched a modern, risk-based approach supported by proven tools that have been worldwide. We are currently undergoing the second phase, which was launched in September 2018 and focuses on due diligence with our suppliers andsub-contractors.

On the May 11, 2018, the chairman of our board of directors launched the group’s new Code of Ethics.Business Conduct. We are bringing together,consolidated, in a single, and enhanced document, our currentprevious Ethics Charter and our Code of Conduct.Conduct, and complemented it with additional relevant topics in accordance with benchmarks from peer organizations, best practices and guidance from international organizations.

From September to December 2018, 1,200 leaders within our organization were trained through 48face-to-face sessions in matters related to compliance, such as conflict of interest, ethical management and anti-corruption norms. The launchRisks and Compliance staff, as well as the Chief Risk and Compliance Officer and the Chief Executive Officer conducted the training sessions. Once theseface-to-face trainings were carried out,e-learning trainings were launched to the rest of our employees. 88% of the new Codetarget group had completed thee-learning trainings by December 31, 2018.

On October 29, 2018, we concluded the recruitment of Ethics is plannedall approved positions for the second halfRisk and Compliance function across Peru, Colombia and Chile. The function is independent from management and reports directly to the Risk, Compliance and Sustainability Committee of the Board of Directors through the Chief Risk and Compliance Officer. The function is structured in four areas (each area has a manager in charge and a specialist): (i) Risks and Monitoring, (ii) Ethics and Training, (iii) Due Diligence and Research, (iv) Integration into the Business Area, and (v) Country Compliance Officer. The staff of the Risk and Compliance function bring various experience in matters of risk, ethics and compliance at both the national and international level and have completed undergraduate and post-graduate studies in a variety of areas, including risk, law, administration, finance, accounting, auditing, economics, engineering, compliance, ethics and human resources.

In November 2018, and will come with revised training andwe initiated an active corporate communication campaigns on values, conduct, the compliance program andcampaign tore-launch our confidential reporting mechanism.mechanism (canal ético). This includedre-iterating our company values and encouraging employees and management to report cases where they have identified activities outside of those values. In 2018, this confidential reporting mechanism increased the number of cases reported, which has helped to strengthen our internal controls.

In January 2018, we continued to reinforce our compliance program by launching new projects that include an enhanced due diligence policy, a revised policy on donations and a strengthened manual on relationships with government officials.

ITEM 16C.

Item 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit andNon-Audit Fees

The following table sets forth the fees billed to the companyus by our current independent registered public accounting firm, Moore Stephens, in connection with its audit of our annual consolidated financial statements for the fiscal years ended December 31, 20152017 and 2016,2018, which are included in this report.

 

   Year Ended December 31, 
   2015   2016 
   (in thousands of S/.) 

Audit fees

   4,709.9    5,107.2 

Audit-related fees

   —      —   

Tax fees

   —      —   

All other fees

   —      —   

Total fees

   4,709.9    5,107.2 

The following table sets forth the fees billed to the company by our former independent registered public accounting firm, PwC, in connection with audit procedures in connection with our annual consolidated financial statements for the years ended December 31, 2015 and 2016. See “Item 16.F. Change in Registrant’s Certifying Accountant.”

  Year Ended December 31,   For the year ended December 31, 
  2015   2016   2017   2018 
  (in thousands of S/.)   (in thousands of S/.) 

Audit fees

   5,843.5    8,703.4    4,932.4    5,406 

Audit-related fees

   369.5    276.7    —      —   

Tax fees

   920.0    1,945.9    —      —   

All other fees

   1,797.6    1,040.4    —      —   
  

 

   

 

 

Total fees

   8,930.6    11,966.4    4,932.4    5,406 

Audit fees in the tablestable above are the aggregate fees billed and billable by our current or former independent auditor as the case may be, in connection with the audit of, or audit procedures in connection with, our annual consolidated financial statements and review of our internal controls.

Audit-related fees in 2016 in each tablethe tables above relatesrelate to accounting consultation.

Tax fees in the tables above tables are fees billed relating to tax compliance services.

All other fees in 2015 primarily correspond to consultancy in respect of transfer pricing, consultancy in elaboration of acquisition agreements, assistance before SUNAT’s (Peruvian Tax Authorities) audit findings, tax consultancy, among others, while all other fees in 2016 primarily correspond to high-level methodological consultancy in respect of internal controls testing plans.

Our Audit and Process Committee is responsible for the oversight of the independent auditors and has establishedpre-approval procedures for the engagement of our registered public accounting firm for audit andnon-audit services. Such services can only be contracted if they are approved by the Audit and Process Committee, they comply with the restrictions provided under applicable rules and they do not jeopardize the independence of our auditors. All services provided by our current independent auditor for our fiscal years ended December 31, 20152017 and 20162018 werepre-approved by our Audit and Process Committee.

Item 16D

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

Item 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.

Item 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) Dismissal of Independent Registered Public Accounting Firm

TheOur company and Gaveglio, Aparicio y Asociados S.C. de R.L., a member firm of PricewaterhouseCoopers (“PwC”) determined that PwC lacked independence from theour company with respect to theour company’s financial statements for the fiscal year 2016 as a consequence ofnon-audit services provided by PwC to theour company beginning in the fourth quarter of the fiscal year 2016. The services related to theour company’s testing of internal controls in accordance with the Sarbanes-Oxley Act. As a result, theour company and PwC mutually agreed on October 4, 2017 to theour company’s dismissal of PwC as auditor of theour company’s consolidated financial statements for the fiscal year 2016. TheOur company’s Audit and Process Committee and Board of Directors participated in and approved the decision to dismiss PwC and recommended the appointment of theour company’s new independent registered public accounting firm.

(b) New Audit of 2015

The independence issue described above did not affect the independence of PwC with respect to PwC’s audit of theour company’s consolidated financial statements for the fiscal years 2014 and 2015. The audit reports of PwC on theour company’s consolidated financial statements for the fiscal years 2014 and 2015 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

On or about March 23, 2018, PwC informed theour company that it would not authorize the use of its 2015 audit opinion in connection with the filing of theour company’s annual report on Form20-F without conducting substantial additional procedures. PwC could not give any assurance as to when it could complete such additional procedures and stated it could take several months. PwC informed theour company that professional standards required the performance of substantial additional procedures with respect to the 2015 consolidated financial statements because of publicly reported procedural developments since the firm’s dismissal in October 2017 concerning the cumulative effect of the decision of the Peruvian court to include three former executives of theour company and theour company in its ongoing criminal investigation relating to projects involving Odebrecht, coupled with a 2015 agreement that was first provided to PwC in May 2017 while PwC was conducting the audit for the fiscal year 2016.

On April 17, 2018, to avoid further delay, theour company appointed Moore Stephens SCAI S.A. (“Moore Stephens”) as its new independent registered public accounting firm for the fiscal year 2015 and announced that the previously issued consolidated financial statements of theour company for the 2015 fiscal year (and the related audit opinion of PwC) should no longer be relied upon. Among other factors, as theour company’s current auditor, Moore Stephens, was in the process of completing its audit work with respect to the 2016 fiscal year (see (d) below) and thus, in theour company’s view, could more timely and efficiently complete the 2015 audit processes as well.

(c) Disagreements and Reportable Events

During the 2015 and 2016 fiscal years and the subsequent interim period through October 4, 2017, there were no “disagreements” (as described in Item 16.F(a)(1)(iv) of Form20-F) with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their reports on the financial statements for such years.

During the 2015 and 2016 fiscal years and the subsequent interim period through October 4, 2017, there were “reportable events” (as that term is defined in Item 16.F(a)(1)(v) of Form20-F) as follows: (i) as disclosed in theour company’s annual report on Form20-F for the 2015 fiscal year, theour company’s management and PwC each concluded that theour company did not maintain effective internal control over financial reporting as of December 31, 2015, because of a material weakness related to inadequate controls over segregation of duties in certain activities in some subsidiaries; (ii) PwC advised theour company that theour company did not maintain effective internal control over financial reporting as of December 31, 2016 as a result of the material weaknesses described in Item 15.B of thisour company’s annual report on Form20-F for the fiscal year ended December 31, 2016, except that the following items were not advised by PwC: (1) inadequate oversight by the Audit Committee regarding the role of the Internal Audit Department, (2) a control environment not always sufficient to ensure adequate enterprise risk management (including fraud risk), and (3) the conclusion which states that there

were no significant impacts in our consolidated financial statements because clarifying addendums were signed by the parties; and (iii) at the time of PwC’s dismissal, as described in (a) above, PwC’s audit of the consolidated financial statements for the fiscal year 2016 was not complete, including the final resolution of matters related to the accounting for two contracts and any related implications from the finalization of the internal investigation conducted by theour company.

The Audit and Process Committee of theour company discussed the subject matter of each of the reportable events with PwC. TheOur company authorized PwC to fully respond to the inquiries of the successor accountant concerning these reportable events.

TheOur company has requested that PwC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated May 15, 2018, is filed as Exhibit 16.01 to thisour company’s annual report.report on Form20-F for the fiscal year ended December 31, 2016.

(d) Appointment of New Independent Registered Public Auditing Firm

A shareholders’ meeting of theour company held on November 2, 2017 appointed Moore Stephens as the new independent auditor for the fiscal year 2016.

On April 17, 2018, the Audit and Process Committee of theour company appointed Moore Stephens to audit the 2015 fiscal year. The shareholders’ meeting of theour company held on May 14, 2018 ratified the appointment.

During the 2015 and 2016 fiscal years and the subsequent interim period through April 16, 2018, theour company did not consult with Moore Stephens regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on theour company’s consolidated financial statements, other than in connection with the ongoing audit work by Moore Stephens of theour company’s consolidated financial statements for the 2016 fiscal year; or (ii) any matter that was either the subject of a disagreement or a reportable event.

Item 16G CORPORATE GOVERNANCE

ITEM 16G.

CORPORATE GOVERNANCE

We are a “foreign private issuer” within the meaning of the New York Stock ExchangeNYSE corporate governance standards. Under New York Stock ExchangeNYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange.

We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. There are significant differences in the Peruvian corporate governance practices as compared to those followed by United States domestic companies under the New York Stock Exchange’sNYSE’s listing standards.

The New York Stock ExchangeNYSE listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors. Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors. However we currently have a majority of independent directors on our board in accordance with Peruvian and NYSE independence standards. Our Audit and Process Committee is comprised of independent directors under SEC rules applicable to foreign private issuers. Additionally, our Human ResourcesResource Management Committee is currently comprised of independent directors, while our Investment Committee and our Risk, Compliance and Sustainability Committee are currently comprised of a majority of independent directors, in each case under Peruvian and NYSE independence standards. Our Human ResourcesResource Management Committee is not the equivalent of, or wholly comparable to, a U.S. compensation committee.

The listing standards for the New York Stock ExchangeNYSE also require that U.S. listed companies have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form such committees, which may be composed partially or entirely ofnon-independent directors. Accordingly, we do not have a nominating/corporate governance committee and a compensation committee.

In addition, New York Stock ExchangeNYSE rules require the independentnon-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law, accordingly, we do not have such meetings.

The New York Stock Exchange’sNYSE’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In July 2002, the Peruvian Securities Commission and a committee comprised of regulatory agencies and associations prepared and published a list of suggestednon-mandatory corporate governance guidelines called the “Principles of Good Governance for Peruvian Companies.” These principles are disclosed on the Peruvian Securities Commission web pagehttp://www.smv.gob.pe and the Lima Stock Exchange web pagehttp://www.bvl.com.pe.www.bvl.com.pe. Although we have implemented a number of these measures and have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, we are not required to comply with the referred corporate governance guidelines by law or regulation.

ITEM 16H.

Item 16H MINE SAFETY DISCLOSURE

Not applicable.

Item 17. FINANCIAL STATEMENTS

ITEM 17.

FINANCIAL STATEMENTS

Not applicable.

Item 18. FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

See our consolidated financial statements beginning at pageF-1 of this annual report. See also Oil and Gas Supplementary Schedules beginning on pageS-1.

Item 19. EXHIBITS

ITEM 19.

EXHIBITS

The agreements and other documents filed as exhibits to this annual report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and for the benefit of the other parties to the agreements and they may not describe the actual state of affairs as of the date they were made or at any other time.

 

Exhibit Number

 

Description

1.01* By-Laws of the Registrant, as currently in effect
2.01** Registrant’s Form of American Depositary Receipt
2.02*** FormDeposit Agreement, dated as of Deposit AgreementDecember 31, 2018, among the Registrant, JP Morgan ChaseThe Bank N.A.,of New York Mellon, as depositary, and theall owners and holders from time to time of American depositary shares issued thereunder
8.01 Subsidiaries of the Registrant
10.0110.01*** Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.110.01.1*** Amendment No. 1, dated as of December 22, 2015, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.210.01.2*** Amendment No. 2, dated as of February 1, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.310.01.3*** Amendment No. 3, dated as of February 12, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.410.01.4*** Amendment No. 4, dated as of February 29, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.510.01.5*** Amendment No. 5, dated as of April 15, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.610.01.6*** Waiver and Amendment No. 6, dated as of September 15, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Exhibit Number

 

Description

10.01.710.01.7*** Amendment No. 7, dated as of December 16, 2016, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.810.01.8*** + Amendment No. 8, dated as of June 27, 2017, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.910.01.9*** Amendment No. 9, dated as of October 12, 2017, to the Credit Agreement, dated as of December 10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.0210.02*** Loan Agreement, dated as of June 27, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Natixis, New York Branch, as administrative agent.
10.02.110.02.1*** Waiver and Amendment, dated as of March 26, 2018, to the Credit Agreement, dated as of June 27, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Natixis, New York Branch, as administrative agent.
10.0310.03*** English translation of Financial Stability Framework Agreement, dated as of July 31, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Scotiabank Perú S.A.A., Banco Internacional del Perú S.A.A., BBVA Banco Continenal,Continental, Banco de Crédito del Perú, Citibank del Perú S.A. and Citibank, N.A., as lenders.
10.0410.04*** English translation of Section 20 of Concession Agreement, dated as of July 22, 2014, by and among the Peruvian MinstryMinistry of Energy and Mines, as contracting authority and the concessionaire party thereto.
10.0510.05*** English translation of Memorandum of Understanding, dated as of September 26, 2017, by and among the company,Graña y Montero, Negocios de Gas S.A., Enagás S.A., Odebrecht S.A., and Inversiones en Infraestructura de Transporte por Ductos S.A.C.
10.05.110.05.1*** English translation of Rights Subordination Agreement, dated as of April 29, 2016, by and among Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., and Gasoducto Sur Peruano S.A.
10.05.1.110.05.1.1*** English translation of Addendum No. 1, dated as of June 24, 2016, to the Rights Subordination Agreement, dated as of April 29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
10.05.1.210.05.1.2*** English translation of Addendum No. 2 and Assignment Agreement, dated as of August 11, 2016, to the Rights Subordination Agreement, dated as of April 29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
10.05.1.310.05.1.3*** English translation of Modification to Addendum No. 2 and Assignment Agreement, dated as of October 25, 2016, to the Rights Subordination Agreement, dated as of April 29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
12.01 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
12.02 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
13.01**** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
13.02**** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit Number

Description

16.0116.01*** Letter dated May 15, 2018 by Gaveglio, Aparicio y Asociados S.C. de R.L., a member firm of PricewaterhouseCoopers, as required by Item 16F of Form20-F.
101. INSXBRL Instance Document
101. SCHXBRL Taxonomy Extension Schema Document

Exhibit Number

Description

101. CALXBRL Taxonomy Extension Calculation Linkbase Document
101. DEFXBRL Taxonomy Extension Definition Linkbase Document
101. LABXBRL Taxonomy Extension Label Linkbase Document
101. PREXBRL Taxonomy Extension Presentation Linkbase Document

 

*

Incorporated herein by reference to exhibit 1.01 of the registrant’sRegistrant’s Form20-F (FileNo. 333-172855) filed with the SEC on April 30, 2014.

**

Incorporated herein by reference to exhibit 1 to the Registrant’s registration statement on FormF-6 (FileNo. 333-228727) filed with the SEC on December 10, 2018.

***

Incorporated herein by reference to the exhibit 4.1 to the registrant’s registration statement onRegistrant’s FormF-120-F (FileNo. 333-178922)333-172855) filed with the SEC on June 4, 2013.

***Incorporated herein by reference to the exhibit 4.2 to the registrant’s registration statement on FormF-1 (FileNo. 333-178922) filed with the SEC on June 4, 2013.May 15, 2018.

****

This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. §78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

+

Confidential treatment requested.

(Free translation from the original in Spanish)

(All amounts expressed in thousands of S/ unless otherwise stated)

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014, 2015 AND 2016


(Free translation from the original in Spanish)

(All amounts expressed in thousands of S/ unless otherwise stated)

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014, 20152016, 2017 AND 2018


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2017 AND 2018

 

S/ = Peruvian Sol

US$ = United States dollar


LOGOLOGO

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Graña y Montero S.A.A. and its subsidiaries

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Graña y Montero S.A.A. and its subsidiaries (the “Company”) as of December 31, 20152018 and 2016,2017 and the related consolidated statements of operations,income, comprehensive loss,income, changes in equity, and cash flows for each of the three years thenin the period ended December 31, 2018, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20152018 and 2016,2017 and the results of their operations and their cash flows for each of the three years thenin the period ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2015 and 2016,2018, based on criteria established inInternal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because the following material weaknesses in internal control over financial reporting existed as of those dates:that date:

 

-Lack of

Deficiencies in a formally established and documented process for enterprise and fraud risk management.

 

-

Deficiencies in the design and operational effectiveness of controls over segregation of duties to help ensure that personnel with potential conflicts were not involved in incompatible activities.

 

-

Deficiencies in the design and operational effectiveness of the controls established in the accounting closing process with respect to the preparation and review of the consolidatedannual and separateinterim financial statements, including controls over the review, approval, and supporting documentation related to journal entries.

 

-

Deficiencies in the design and operational effectiveness of controls established with respect to the recognition of revenue and determination of related estimates, including construction contract revenues and contingent revenues, and the accounting for inventory.revenues.

 

-

Deficiencies in the design of controls over the timely accounting for signed contracts.

-Deficiencies in design and operational effectiveness of the controls over the review and approval of the valuation of acquired assets and liabilities as part of a step acquisition.

-Lack of adequate supervision, monitoring andfollow-up by the Audit Committee regarding the role of the Internal Audit Department.

-Deficiencies in operational effectiveness of controls over SOX compliance.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management Report on Internal Control over Financial Reporting appearing under Item 15. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our auditsaudit of the 2015 and 20162018 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

- 1 -

LOGO


LOGO

 

Emphasis of Certain Matters

As discussed in Note 1 to the financial statements, Peruvian prosecutors included three former executives of the Company in an investigation for the alleged crimes of collusion and money laundering, and included Graña y Montero S.A.AS.A.A. has been included as civilly liable third party in the investigations in connection with the IIRSA Project and GyM S.A. (a subsidiary of Graña y Montero S.A.A.) has been included as subjectscivilly liable third party in the IIRSA project, the Construction of investigationthe Electric Train project and as third parties responsible on a civil basis.the Constructors’ Club. The Note also describesstates that GyM S.A. is being investigated by a Peruvian regulatory entity for the resultsexistence of an independent investigation and estimatesalleged cartel called the Constructors’ Club. The Company’s Management does not rule out the possibility of finding, in the future, adverse evidence, nor does it rule out that authorities or third parties will find, in the cases will be resolved in a manner favorablefuture, adverse evidence not currently known to their interests. We are not able to anticipatedate during the final result of those undertakings and the possible contingencies which may arise.investigations being conducted.

As discussed in Note 2.302.31 to the consolidated financial statements, the Company made adjustments tohas restated the consolidated financial statements asstatement of income for the year ended December 31, 2015,2017, which were presentedincluded the net gain on the sale of the former subsidiary GMD (S/218.3 million (US$64.6 million)) in the previous Form20-F. These adjustments consisted“Gain from the sale of reversalsinvestments” line item rather than the “Profit from discontinued operations” line item. While there was no effect of estimatesthe restatement on Net profit, the restatement had the effect of work in progressreducing the operating profit, (loss) profit from continuing operations and impairments of accounts receivableearnings (loss) per share from continuing operations attributable to owners for S/ 44.7 million, as well as corrections in the recording of goodwill for S/ 14.7 million, reversal of deferred tax asset for S/ 23.4 million and other items for S/ 3.3 million.2017.

Basis for Opinion

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the Management’s Report on Internal Control over Financial Reporting referred to above. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

/s/ Moore Stephens SCAI S.A.

Moore Stephens SCAI S.A.

We have served as the Company’s auditor since 2017.
Bogota, Colombia
May 15, 2018

(Free translation fromWe have served as the original in Spanish)Company’s auditor since 2017.

Bogota, Colombia

April 30, 2019

- 2 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(All amounts are expressed in thousands of S/. unless otherwise stated)

 

ASSETS        
       As at December 31, 
   Note   2015   2016 
       

Restated see

Note 2.30

     

Current assets

    

Cash and cash equivalents

   9    554,002    606,950 

Financial asset at fair value through profit or loss

     3,153    352 

Trade accounts receivables, net

   11    1,042,455    1,031,270 

Unbilled work in progress, net

   12    1,278,227    680,929 

Accounts receivable from related parties

   13    280,153    181,664 

Other accounts receivable

   14    820,717    649,516 

Inventories, net

   15    1,159,154    1,104,293 

Prepaid expenses

     40,022    51,301 
    

 

 

   

 

 

 
     5,177,883    4,306,275 

Non-current assets classified as held for sale

     22,511    22,385 
    

 

 

   

 

 

 

Total current assets

     5,200,394    4,328,660 
    

 

 

   

 

 

 

Non-current assets

    

Long-term trade accounts receivable, net

   11    621,831    667,519 

Long-term unbilled work in progress, net

   12    59,754    197,586 

Long-term accounts receivable from related parties

   13    —      531,384 

Prepaid expenses

     22,386    23,526 

Other long-term accounts receivable

   14    65,929    357,952 

Available-for-sale financial assets

   10    120,134    —   

Investments in associates and joint ventures

   16    637,005    389,759 

Investment property

     34,702    49,357 

Property, plant and equipment, net

   17    1,111,757    1,113,599 

Intangible assets, net

   18    878,286    960,286 

Deferred income tax asset

   25    147,845    427,008 
    

 

 

   

 

 

 

Total non-current assets

     3,699,629    4,717,976 
    

 

 

   

 

 

 

Total assets

     8,900,023    9,046,636 
    

 

 

   

 

 

 

ASSETS

 

       As at
December 31,
   As at
December 31,
 
   Note   2017   2018 

Current assets

      

Cash and cash equivalents

   9    626,180    801,140 

Financial asset at fair value through profit or loss

     181    —   

Trade accounts receivables, net

   11    1,515,673    1,007,828 

Work in progress, net

   12    61,804    28,538 

Accounts receivable from related parties

   13    100,752    34,903 

Other accounts receivable

   14    765,445    588,451 

Inventories, net

   15    770,711    514,047 

Prepaid expenses

     33,478    10,549 
    

 

 

   

 

 

 
     3,874,224    2,985,456 

Non-current assets classified as held for sale

   37    17,722    247,798 
    

 

 

   

 

 

 

Total current assets

     3,891,946    3,233,254 
    

 

 

   

 

 

 

Non-current assets

      

Long-term trade accounts receivable, net

   11    907,587    1,020,067 

Long-term work in progress, net

   12    28,413    32,212 

Long-term accounts receivable from related parties

   13    773,930    778,226 

Prepaid expenses

     38,082    33,697 

Other long-term accounts receivable

   14    470,852    302,957 

Investments in associates and joint ventures

   16    268,671    257,765 

Investment property

     45,687    29,133 

Property, plant and equipment, net

   17    865,735    470,554 

Intangible assets, net

   18    940,070    847,095 

Deferred income tax asset

   25    436,697    425,436 
    

 

 

   

 

 

 

Total non-current assets

     4,775,724    4,197,142 
    

 

 

   

 

 

 

Total assets

     8,667,670    7,430,396 
    

 

 

   

 

 

 
LIABILITIES AND EQUITY        
       As at December 31, 
   Note   2015  2016 
       Restated see 
Note 2.30
    

Current liabilities

    

Borrowings

   19    1,228,020   1,961,043 

Bonds

   20    37,083   46,091 

Trade accounts payable

   21    1,635,762   1,276,617 

Accounts payable to related parties

   13    77,832   80,217 

Current income tax

     34,116   62,160 

Other accounts payable

   22    1,066,000   1,096,307 

Provisions

   23    13,468   14,531 
    

 

 

  

 

 

 

Total current liabilities

     4,092,281   4,536,966 
    

 

 

  

 

 

 

Non-current liabilities

    

Borrowings

   19    553,336   419,395 

Long-term bonds

   20    757,008   921,623 

Other long-term accounts payable

   22    246,396   512,803 

Long-term accounts payable to related parties

   13    20,136   65,320 

Provisions

   23    47,460   26,542 

Derivative financial instruments

     2,331   1,081 

Deferred income tax liability

   25    99,163   73,169 
    

 

 

  

 

 

 

Total non-current liabilities

     1,725,830   2,019,933 
    

 

 

  

 

 

 

Total liabilities

     5,818,111   6,556,899 
    

 

 

  

 

 

 

Equity

   24   

Capital

     660,054   660,054 

Legal reserve

     132,011   132,011 

Optional reserve

     29,974   29,974 

Share Premium

     897,532   882,464 

Other reserves

     (143,784  (167,456

Retained earnings

     982,987   443,377 
    

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

 

   2,558,774   1,980,424 

Non-controlling interest

     523,138   509,313 
    

 

 

  

 

 

 

Total equity

     3,081,912   2,489,737 
    

 

 

  

 

 

 

Total liabilities and equity

     8,900,023   9,046,636 
    

 

 

  

 

 

 

LIABILITIES AND EQUITY

 

       As at
December 31,
  As at
December 31,
 
   Note   2017  2018 

Current liabilities

     

Borrowings

   19    1,056,764   826,474 

Bonds

   20    36,655   39,167 

Trade accounts payable

   21    1,453,046   1,079,531 

Accounts payable to related parties

   13    55,174   55,941 

Current income tax

     85,543   25,807 

Other accounts payable

   22    848,500   632,669 

Provisions

   23    13,503   6,197 
    

 

 

  

 

 

 

Total current liabilities

     3,549,185   2,665,786 

Non-current liabilities classified as held for sale

   37    —     225,828 
    

 

 

  

 

 

 

Total current liabilities

     3,549,185   2,891,614 
    

 

 

  

 

 

 

Non-current liabilities

     

Borrowings

   19    633,299   376,198 

Long-term bonds

   20    910,912   897,875 

Other long-term accounts payable

   22    852,473   574,110 

Long-term accounts payable to related parties

   13    25,954   21,849 

Provisions

   23    33,914   103,411 

Derivative financial instruments

     383   61 

Deferred income tax liability

   25    72,472   75,347 
    

 

 

  

 

 

 

Total non-current liabilities

     2,529,407   2,048,851 
    

 

 

  

 

 

 

Total liabilities

     6,078,592   4,940,465 
    

 

 

  

 

 

 

Equity

   24    

Capital

     660,054   729,434 

Legal reserve

     132,011   132,011 

Voluntary reserve

     29,974   29,974 

Share Premium

     881,795   992,144 

Other reserves

     (169,671  (170,620

Retained earnings

     589,167   375,417 
    

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

     2,123,330   2,088,360 

Non-controlling interest

     465,748   401,571 
    

 

 

  

 

 

 

Total equity

     2,589,078   2,489,931 
    

 

 

  

 

 

 

Total liabilities and equity

     8,667,670   7,430,396 
    

 

 

  

 

 

 
 

 

The accompanying notes on pages 89 to XXX113 are an integral part of the consolidated financial statements.

- 3 -

(Free translation from the original in Spanish)


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME STATEMENT

(All amounts are expressed in thousands of S/. unless otherwise stated)

 

     For the year ended December 31,    For the year
ended December 31,
 
  Note  2014 2015 2016   Note 2016 2017 2018 
       Restated see
Note 2.30
        (as restated)   

Revenues from construction activities

     4,749,159  5,501,537  3,945,599    2,713,013  2,214,108  1,961,100 

Revenues from services provided

     1,912,646  1,896,678  1,880,634    869,106  956,300  1,003,623 

Revenue from real estate and sale of goods

     346,875  417,280  643,373    555,190  843,605  934,739 
    

 

  

 

  

 

    

 

  

 

  

 

 
     7,008,680  7,815,495  6,469,606    4,137,309  4,014,013  3,899,462 
    

 

  

 

  

 

    

 

  

 

  

 

 

Cost of construction activities

     (4,336,388 (5,342,379 (3,751,221   (2,683,703 (2,107,206 (1,921,112

Cost of services provided

     (1,489,574 (1,526,875 (1,674,180   (763,193 (770,792 (741,172

Cost of real estate and goods sold

     (231,150 (296,267 (440,786   (374,324 (633,563 (562,689
    

 

  

 

  

 

    

 

  

 

  

 

 
  27   (6,057,112 (7,165,521 (5,866,187  27 (3,821,220 (3,511,561 (3,224,973
    

 

  

 

  

 

    

 

  

 

  

 

 

Gross profit

     951,568  649,974  603,419    316,089  502,452  674,489 

Administrative expenses

  27   (421,367 (413,385 (399,402  27 (278,303 (322,454 (278,433

Other income and expenses, net

  29   15,136  57,287  (13,270

Gain from the sale of investments

  6 a) - 10   —    (8,289 46,336 

Other income and expenses

  29 (22,360 (32,869 (61,335

Gain (loss) from the sale of investments

   46,336  34,545  (7
    

 

  

 

  

 

    

 

  

 

  

 

 

Operating profit

     545,337  285,587  237,083    61,762  181,674  334,714 

Financial expenses

  28   (102,816 (176,802 (231,571  28 (198,055 (150,777 (247,982

Financial income

  28   11,462  38,107  20,794   28 18,225  13,742  50,925 

Share of the profit or loss in associates and joint ventures under the equity method of accounting

  16   53,445  7,724  (589,710

Share of the profit or loss in associates and joint ventures

  16 a) b) (590,066 473  (3,709
    

 

  

 

  

 

    

 

  

 

  

 

 

Profit (Loss) before income tax

     507,428  154,616  (563,404

(Loss) profit before income tax

   (708,134 45,112  133,948 

Income tax

  30   (146,196 (99,027 111,806   30 152,182  (46,305 (113,318
    

 

  

 

  

 

    

 

  

 

  

 

 

Profit (Loss) for the period

     361,232  55,589  (451,598

(Loss) profit from continuing operations

   (555,952 (1,193 20,630 
    

 

  

 

  

 

    

 

  

 

  

 

 

Profit (Loss) attributable to:

      

Equity holders of the Company

     299,743  7,097  (509,699

Profit from discontinued operations

  37 104,354  210,431  36,785 
   

 

  

 

  

 

 

(Loss) profit for the year

   (451,598 209,238  57,415 
   

 

  

 

  

 

 

(Loss) profit attributable to:

     

Owners of the Company

   (509,699 148,738  (83,188

Non-controlling interest

     61,489  48,492  58,101    58,101  60,500  140,603 
    

 

  

 

  

 

    

 

  

 

  

 

 
     361,232  55,589  (451,598   (451,598 209,238  57,415 
    

 

  

 

  

 

    

 

  

 

  

 

 

Earnings per share from continuing operations attributable to owners of the Company during the period

  35   0.454  0.011  (0.772

Earnings (loss) per share from continuing operations attributable to owners of the Company during the year

  35 (0.772 0.225  (0.125
    

 

  

 

  

 

    

 

  

 

  

 

 

The accompanying notes on pages 89 to XXX113 are an integral part of the consolidated financial statements.

 

- 4 -

(Free translation from the original in Spanish)


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(All amounts are expressed in thousands of S/. unless otherwise stated)

 

      For the year ended December 31,    For the year
ended December 31,
 
  Note   2014 2015 2016    2016 2017 2018 
        Restated see
Note 2.30
   

Profit (Loss) for the period

     361,232  55,589  (451,598

Profit (loss) for the period

    (451,598 209,238  57,415 
    

 

  

 

  

 

    

 

  

 

  

 

 

Other comprehensive income:

           

Items that will not be reclassified to profit or loss

           
    

 

  

 

  

 

 

Re-assessment of actuarial gains and losses, net of tax

   31    (1,777 (3,860 (1,531

Remeasurement of actuarial gains and losses, net of tax

    (1,531 (4,031 16,589 
    

 

  

 

  

 

    

 

  

 

  

 

 

Items that may be subsequently reclassified to profit or loss

           

Cash flow hedge, net of tax

   31    568  723  883     883  482  119 

Currency translation adjustment, net of tax

     (20,463 (59,660 14,307 
      

Impairment of available-for-sale financial assets

   10    4,649  19,973  (2,220

Impairment of financial assets available for sale, net of tax

   10    —     —    (41,461

Exchange movements on translation of foreign subsidiaries, net of tax

   31    —    (5,220 7,860 

Foreign currency translation adjustment, net of tax

    14,307  (11,341 5,733 

Change in value ofavailable-for-sale financial assets, net of tax

    (2,220  —     —   

Transfer to profit or loss from sales ofavailable-for-sale financial assets, net of tax

 10   (41,461  —     —   

Exchange difference from net investment in a foreign operation, net of tax

    7,860  6,610  (8,147

Exchange difference from foreign net investment, net of tax

   31    (12,794  —    1,563     1,563   —     —   
    

 

  

 

  

 

    

 

  

 

  

 

 
     (28,040 (44,184 (19,068    (19,068 (4,249 (2,295
    

 

  

 

  

 

    

 

  

 

  

 

 

Other comprenhensive income for the period, net of tax

     (29,817 (48,044 (20,599

Other comprehensive income for the period, net of tax

    (20,599 (8,280 14,294 
    

 

  

 

  

 

    

 

  

 

  

 

 

Total comprehensive income for the period

     331,415  7,545  (472,197    (472,197 200,958  71,709 
    

 

  

 

  

 

    

 

  

 

  

 

 

Comprehensive income attributable to:

           

Equity holders of the Company

     277,912  (25,713 (534,492

Owners of the Company

    (534,492 143,575  (67,548

Non-controlling interest

     53,503  33,258  62,295     62,295  57,383  139,257 
    

 

  

 

  

 

    

 

  

 

  

 

 
     331,415  7,545  (472,197    (472,197 200,958  71,709 
    

 

  

 

  

 

    

 

  

 

  

 

 

Comprehensive income attributable to owners of the Company:

     

Continuing operations

    (639,371 (62,773 (131,284

Discontinued operations

    104,879  206,348  63,736 
   

 

  

 

  

 

 
    (534,492 143,575  (67,548
   

 

  

 

  

 

 

The accompanying notes on pages 89 to XXX113 are an integral part of the consolidated financial statements.

- 5 -

(Free translation from the original in Spanish)


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED DECEMBER 31, 20152016, 2017 AND 20162018

(All amounts are expressed in thousands of S/. unless otherwise stated)

 

   Attributable to the controlling interests of the Company       
   Number
of shares
In thousands
   Capital   Legal
reserve
   Optional
reserve
   Premium
for issuance
of shares
  Other
reserves
  Retained
earnings
  Total  Non-controlling
interest
  Total 

Balances as of January 1, 2014

   660,054    660,054    111,657    —      1,027,533   18,423   947,766   2,765,433   431,262   3,196,695 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   —      —      —      —      —     —     299,743   299,743   61,489   361,232 

Cash flow hedge

   —      —      —      —      —     540   —     540   28   568 

Adjustment for actuarial gains and losses

   —      —      —      —      —     —     (1,332  (1,332  (445  (1,777

Foreign currency translation adjustment

   —      —      —      —      —     (13,086  —     (13,086  (7,377  (20,463

Change in value of available-for-sale financial assets

   —      —      —      —      —     4,649   —     4,649   —     4,649 

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     (12,602  —     (12,602  (192  (12,794
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the year

   —      —      —      —      —     (20,499  298,411   277,912   53,503   331,415 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Transfer to legal reserve

   —      —      20,354    —      —     —     (20,354  —     —     —   

- Dividend distribution (Note 34 and 36 g)

   —      —      —      —      —     —     (112,127  (112,127  (68,062  (180,189

- Contributions of non-controlling shareholders (Note 36 d)

   —      —      —      —      —     —     —     —     47,376   47,376 

- Additional acquisition of non-controlling (Note 36 a)

   —      —      —      —      (128,222  —     —     (128,222  (50,109  (178,331

- Sale to non-controlling interest in GyM Chile Spa (Note 36 b)

   —      —      —      —      —     —     —     —     1,627   1,627 

- Deconsolidation of subsidiaries (Note 36 e)

   —      —      —      —      —     —     —     —     2,284   2,284 

- Put option liability from acquisition of non-controlling (Note 22)

   —      —      —      —      —     (111,819  —     (111,819  (2,010  (113,829

- Purchase of subsidiaries (Note 33 a)

   —      —      —      —      —     —     —     —     66,659   66,659 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   —      —      20,354    —      (128,222  (111,819  (132,481  (352,168  (2,235  (354,403
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2014

   660,054    660,054    132,011    —      899,311   (113,895  1,113,696   2,691,177   482,530   3,173,707 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of January 1, 2015

   660,054    660,054    132,011    —      899,311   (113,895  1,113,696   2,691,177   482,530   3,173,707 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the period

   —      —      —      —      —     —     7,097   7,097   48,492   55,589 

Derivative instruments for cashflow

   —      —      —      —      —     687   —     687   36   723 

Re-assessment of actuarial gains and losses

   —      —      —      —      —     —     (2,921  (2,921  (939  (3,860

Foreign currency translation adjustment

   —      —      —      —      —     (45,411  —     (45,411  (14,249  (59,660

Change in value of available-for-sale financial assets

   —      —      —      —      —     19,973   —     19,973   —     19,973 

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     (5,138  —     (5,138  (82  (5,220
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the year

   —      —      —      —      —     (29,889  4,176   (25,713  33,258   7,545 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Transfer to legal reserve

   —      —      —      29,974    —     —     (29,974  —     —     —   

- Dividend distribution (Note 34, 36 d)

   —      —      —      —      —     —     (104,911  (104,911  (4,535  (109,446

- Contributions of non-controlling shareholders (Note 36 d)

   —      —      —      —      —     —     —     —     10,329   10,329 

- Additional acquisition of non-controlling (Note 36 a)

   —      —      —      —      (894  —     —     (894  (971  (1,865

- Sale to non-controlling interest (Note 36 b)

   —      —      —      —      (885  —     —     (885  2,527   1,642 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   —      —      —      29,974    (1,779  —     (134,885  (106,690  7,350   (99,340
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2015—Restated

   660,054    660,054    132,011    29,974    897,532   (143,784  982,987   2,558,774   523,138   3,081,912 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of January 1, 2016

   660,054    660,054    132,011    29,974    897,532   (143,784  982,987   2,558,774   523,138   3,081,912 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loss for the period

   —      —      —      —      —     —     (509,699  (509,699  58,101   (451,598

Derivative instruments for cashflow

   —      —      —      —      —     839   —     839   44   883 

Re-assessment of actuarial gains and losses

   —      —      —      —      —     —     (1,121  (1,121  (410  (1,531

Foreign currency translation adjustment

   —      —      —      —      —     9,885   —     9,885   4,422   14,307 

Change in value of available-for-sale financial assets

   —      —      —      —      —     (2,220  —     (2,220  —     (2,220

Transfer to profit or loss of available-for-sale financial assets

   —      —      —      —      —     (41,461  —     (41,461  —     (41,461

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     7,722   —     7,722   138   7,860 

Transfer to profit or loss of exchange difference from net investment in a foreign operation, net of tax

   —      —      —      —      —     1,563   —     1,563   —     1,563 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the period

   —      —      —      —      —     (23,672  (510,820  (534,492  62,295   (472,197
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Transfer to Optional reserve

   —      —      —      —      —     —     —     —     —     —   

- Dividend distribution (Note 34, 36 d)

   —      —      —      —      —     —     (30,853  (30,853  (25,473  (56,326

- Contributions (devolution) of non-controlling shareholders,net (Note 36 d)

   —      —      —      —      —     —     —     —     (19,099  (19,099

- Additional acquisition of non-controlling (Note 36 a)

   —      —      —      —      (15,167  —     —     (15,167  (35,972  (51,139

- Sale to non-controlling interest (Note 36 b)

   —      —      —      —      99   —     —     99   236   335 

- Acquisition of subsidiary Adexus

   —      —      —      —      —     —     —     —     4,153   4,153 

- Deconsolidation of former subsidiary

   —      —      —      —      —     —     2,063   2,063   35   2,098 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   —      —      —      —      (15,068  —     (28,790  (43,858  (76,120  (119,978
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2016

   660,054    660,054    132,011    29,974    882,464   (167,456  443,377   1,980,424   509,313   2,489,737 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Attributable to the controlling interests of the Company       
   Number
of shares
In thousands
   Capital   Legal
reserve
   Voluntary
reserve
   Share
Premium
  Other
reserves
  Retained
earnings
  Total  Non-controlling
interest
  Total 

Balances as of January 1, 2016

   660,054    660,054    132,011    29,974    897,532   (143,784  982,987   2,558,774   523,138   3,081,912 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit for the year

   —      —      —      —      —     —     (509,699  (509,699  58,101   (451,598

Cash flow hedge

   —      —      —      —      —     839   —     839   44   883 

Adjustment for actuarial gains and losses

   —      —      —      —      —     —     (1,121  (1,121  (410  (1,531

Foreign currency translation adjustment

   —      —      —      —      —     9,885   —     9,885   4,422   14,307 

Change in value ofavailable-for-sale financial assets

   —      —      —      —      —     (2,220  —     (2,220  —     (2,220

Transfer to profit or loss for sale of investment ofavailable-for-sale financial assets, net of tax

   —      —      —      —      —     (41,461  —     (41,461  —     (41,461

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     7,722   —     7,722   138   7,860 

Transfer to profit or loss of exchange difference from net investment in a foreign operation, net of tax

   —      —      —      —      —     1,563   —     1,563   —     1,563 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the year

   —      —      —      —      —     (23,672  (510,820  (534,492  62,295   (472,197
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Dividend distribution (Note 36 d)

   —      —      —      —      —     —     (30,853  (30,853  (25,473  (56,326

- Contributions (devolution) ofnon-controlling shareholders, net (Note 36 c)

   —      —      —      —      —     —     —     —     (19,099  (19,099

- Additional acquisition ofnon-controlling interest (Note 36 a)

   —      —      —      —      (15,167  —     —     (15,167  (35,972  (51,139

- Sale tonon-controlling interest

   —      —      —      —      99   —     —     99   236   335 

- Purchase of subsidiaries

   —      —      —      —      —     —     —     —     4,153   4,153 

- Deconsolidation of former subsidiary

   —      —      —      —      —     —     2,063   2,063   35   2,098 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   —      —      —      —      (15,068  —     (28,790  (43,858  (76,120  (119,978
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2016

   660,054    660,054    132,011    29,974    882,464   (167,456  443,377   1,980,424   509,313   2,489,737 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of January 1, 2017

   660,054    660,054    132,011    29,974    882,464   (167,456  443,377   1,980,424   509,313   2,489,737 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   —      —      —      —      —     —     148,738   148,738   60,500   209,238 

Cash flow hedge

   —      —      —      —      —     458   —     458   24   482 

Adjustment for actuarial gains and losses

   —      —      —      —      —     —     (2,948  (2,948  (1,083  (4,031

Foreign currency translation adjustment

   —      —      —      —      —     (9,166  —     (9,166  (2,175  (11,341

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     6,493   —     6,493   117   6,610 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the year

   —      —      —      —      —     (2,215  145,790   143,575   57,383   200,958 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Dividend distribution (Note 36 d)

   —      —      —      —      —     —     —     —     (59,677  (59,677

- Contributions (devolution) ofnon-controlling shareholders, net

   —      —      —      —      —     —     —     —     (33,197  (33,197

- Additional acquisition ofnon-controlling interest (Note 36 a)

   —      —      —      —      (669  —     —     (669  (273  (942

- Deconsolidation of former subsidiary

   —      —      —      —      —     —     —     —     (7,801  (7,801
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   —      —      —      —      (669  —     —     (669  (100,948  (101,617
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2017

   660,054    660,054    132,011    29,974    881,795   (169,671  589,167   2,123,330   465,748   2,589,078 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of January 1, 2018

   660,054    660,054    132,011    29,974    881,795   (169,671  589,167   2,123,330   465,748   2,589,078 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- IFRS adoption

   —      —      —      —      —     —     (52,564  (52,564  (979  (53,543
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Initial balances restated

   660,054    660,054    132,011    29,974    881,795   (169,671  536,603   2,070,766   464,769   2,535,535 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit for the year

   —      —      —      —      —     —     (83,188  (83,188  140,603   57,415 

Cash flow hedge

   —      —      —      —      —     113   —     113   6   119 

Adjustment for actuarial gains and losses

   —      —      —      —      —     —     16,589   16,589   —     16,589 

Foreign currency translation adjustment

   —      —      —      —      —     6,930   —     6,930   (1,197  5,733 

Exchange difference from net investment in a foreign operation

   —      —      —      —      —     (7,992  —     (7,992  (155  (8,147
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income of the year

   —      —      —      —      —     (949  (66,599  (67,548  139,257   71,709 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with shareholders:

               

- Dividend distribution (Note 36 d)

   —      —      —      —      —     —     —     —     (102,772  (102,772

- Contributions (devolution) ofnon-controlling shareholders, net

   —      —      —      —      —     —     —     —     (84,442  (84,442

- Additional acquisition ofnon-controlling interest (Note 36 a)

   —      —      —      —      (9,583  —     —     (9,583  (4,050  (13,633

- Capital Increase

   69,380    69,380    —      —      68,223   —     —     137,603   —     137,603 

- Deconsolidation CAM Group

   —      —      —      —      —     —     (42,878  (42,878  18,221   (24,657

- Deconsolidation Stracon GyM

   —      —      —      —      51,709   —     (51,709  —     (29,412  (29,412
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with shareholders

   69,380    69,380    —      —      110,349   —     (94,587  85,142   (202,455  (117,313
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances as of December 31, 2018

   729,434    729,434    132,011    29,974    992,144   (170,620  375,417   2,088,360   401,571   2,489,931 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes on pages 89 to XXX113 are an integral part of the consolidated financial statements.

- 6 -

(Free translation from the original in Spanish)


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOW

(All amounts are expressed in thousands of S/. unless otherwise stated)

       For the year ended December 31, 
   Note   2014  2015  2016 
          Restated see
Note 2.30
    

CASH FLOW FROM OPERATING ACTIVITIES

      

Profit (Loss) before income tax

     507,428   154,616   (563,404

Adjustments to profit not affecting cash flows from operating activities:

      

Depreciation

   17    185,310   217,070   205,522 

Amortization of other assets

   18    74,730   89,355   82,743 

Impairment of inventories

   17    62   17   36,353 

Impairment of accounts receivable and other accounts receivable

   11-12    71   5,806   419,584 

Debt forgiveness

     —     —     (431,484

Impairment of property, plant and equipment

   17    2,415   3,796   9,263 

Impairment of other assets

   18    14,170   —     54,308 

Impairment of intangible assets

     —     —     —   

Recovery of impairment of inventory

     (1,169   —   

Financial expenses-CCDS

     —     —     7,004 

Expenses for liquidation of work in progress - CCDS

     —     —     164 

Indemnification for loss of profits

     —     —     (33,600

Change on fair value of financial asset through profit or loss

     —     (2,740  31 

Change in the fair value of the liability for put option

   22    —     (18,627  (984

Provisions

   23    6,559   6,398   9,486 

Dividends from available-for-sale financial assets

     (9,350  (7,215  —   

Income from return receipt from Morelco

     —     —     (6,658

Re-assessment of purchase consideration of Morelco

   33 b)    —     —     (7,166

Financial expense,net

     76,102   125,096   106,739 

Demobilization provisions in CCDS

     —     —     24,915 

Share of profit and loss in associates and joint ventures

      —     —   

under equity method

   16 a) b)    (53,445  (24,993  589,710 

Reversal of provisions

   23    (9,394  (7,796  (17,883

Disposal of property, plant and equipment

     —     5,881   3,951 

Disposal on fair value of financial asset through

     —     

profit or loss

     —     2,755   1,227 

Profit on sale of property, plant and equipment

   16    (4,845  (17,385  (18,393

Loss on financial asset at fair value through profit or loss

     —     450   221 

Loss on sale of non-current asset held for sale

     —     —     22 

Profit on sale from available-for-sale financial assets

   10    —     —     (46,337

Loss on sale of investments in subsidiaries

     —     8,289   —   

Loss on re-assessment of accounts receivable

     —     —     76,864 

Loss on re-assesment of investment

     —     —     6,832 

Increase / (decrease) in assets and liabilities:

      

Trade accounts receivable and Unbilled work in progress

     (594,993  (50,150  115,263 

Other accounts receivable

     32,159   (184,180  (85,234

Accounts receivable from related parties

     (15,291  (133,286  84,448 

Inventories

     (51,489  (220,670  33,709 

Pre-paid expenses and other assets

     (8,634  11,667   (99

Trade accounts payable

     82,051   199,402   (87,553

Other accounts payable

     (19,731  (60,073  114,666 

Accounts payable to related parties

     55,316   14,777   45,902 

Provisions

     (7,208  (6,770  (2,756

Interest paid

     (46,411  (110,884  (171,572

Payments related to Norvial Concession

     (82,698  (142,575  (97,711

Payment of income tax

     (154,878  (150,337  (125,619
    

 

 

  

 

 

  

 

 

 

Net cash applied to operating activities

     (23,163  (292,306  332,474 
    

 

 

  

 

 

  

 

 

 
CONSOLIDATED STATEMENT OF CASH FLOWS

      For the year
ended December 31,
 
   Note  2016  2017  2018 

OPERATING ACTIVITIES

     

(Loss) profit before income tax

    (603,780  255,543   170,733 

Adjustments to profit not affecting cash flows from operating activities:

     

Depreciation

   27   205,522   199,794   125,419 

Amortization of other assets

   27   82,743   86,557   112,072 

Impairment of inventories

   27   36,353   40,908   —   

Impairment of accounts receivable and other accounts receivable

   27   419,584   19,109   65,076 

Reversal of impairment of inventories

    —     —     (26,993

Debt condonation

   5.1-f)   (431,484  —     —   

Impairment of property, plant and equipment

   27   9,263   14,680   5,664 

Impairment of intangible assets

   29   54,308   49,609   —   

Financial expenses-CCDS

    7,004   —     —   

Expenses for liquidation of works - CCDS

    164   —     —   

Indemnification

    (33,600  3,220   686 

Profit on fair value of financial asset at fair value through profit or loss

    31   (34  —   

Change in the fair value of the liability for put option

   23   (984  (1,400  (6,122

Provisions

   23   9,486   9,510   75,369 

Proceeds from the returned sale of Morelco

    (6,658  —     —   

Remeasurement of purchase consideration of Morelco

    (7,166  —     —   

Financial expense,net

    106,739   138,016   177,649 

Other provisions in CCDS

    24,915   —     —   

Share of the profit and loss in associates and joint ventures under the equity method of accounting

   16 a) b)   589,710   (1,327  3,709 

Reversal of provisions

   23   (17,883  (1,044  (6,218

Disposal of assets

    3,951   5,438   16,327 

Disposal of investments

    1,227   106   —   

(Profit) loss on sale of property, plant and equipment

   17   (18,393  (26,883  7,105 

Loss on sale of financial assets at fair value through profit or loss

    221   —     —   

Loss on sale ofnon-current asset held for sale

    22   45   —   

(Profit) loss on sale ofavailable-for-sale financial assets

   10   (46,337  (25,768  1,529 

Profit on sale of investments in subsidiaries

    —     (244,313  (73,642

Loss on remeasurement of accounts receivable

    76,864   15,807   25,110 

Loss on remeasurement of investment

    6,832   —     —   

Net variations in assets and liabilities:

     

Trade accounts receivable and unbilled working in progress

    115,263   (213,126  (236,011

Other accounts receivable

    (85,234  33,196   190,354 

Other accounts receivable from related parties

    84,448   (245,688  24,609 

Inventories

    33,709   279,867   200,575 

Pre-paid expenses and other assets

    (99  (6,494  18,309 

Trade accounts payable

    (87,553  463,401   10,917 

Other accounts payable

    156,261   49,319   (311,848

Other accounts payable to related parties

    45,902   (66,819  92,613 

Provisions

    (2,756  (1,680  (6,615

Interest payment

    (171,572  (173,662  (188,704

Payments for purchases of intangibles - Concessions

    (97,711  (20,178  (10,305

Payment of income tax

    (125,619  (144,545  (178,094
   

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

    333,693   491,164   279,273 
   

 

 

  

 

 

  

 

 

 

- 7 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOW (continue)

(All amounts are expressed in thousands of S/. unless otherwise stated)

CONSOLIDATED STATEMENT OF CASH FLOWS

 

   Note  For the year ended December 31, 
    2014  2015  2016 
         Restated see
Note 2.30
    

CASH FLOW FROM INVESTING ACTIVITIES

      

Sale of available-for-sale investment

     —     5,613   107,341 

Sale of a financial asset through profit or loss

     —     —     —   

Sale of property, plant and equipment

     42,968   55,832   66,086 

Sale of financial asset at fair value through profit or loss

     —     —     1,427 

Sale of non-current assets held for sale

     —     (13,496  117 

Refunding for price adjustment

     —     —     6,658 

Return of contributions

     —     481   1,963 

Interest received

     8,909   32,162   15,370 

Dividends received

  16 b) 34   46,068   59,175   27,992 

Payment for purchase of a non-current asset held for sale

     —     —     —   

Payment for purchase of investments properties

     (1,450  (748  (17,543

Payments for intangible purchase

     (60,846  (32,883  (45,706

Payments for purchase and contributions on investment in associates and joint ventures

  16 a) b)   (129,859  (464,086  (389,657

Direct cash outflow from acquisition of subsidiaries

     (170,372  —     —   

Purchase of property, plant and equipment

     (265,567  (193,156  (147,732
    

 

 

  

 

 

  

 

 

 

Net cash flow from investing activities

     (530,149  (551,106  (373,684
    

 

 

  

 

 

  

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

      

Loans received

     2,770,286   4,448,332   3,941,750 

Bonds issued

  20   —     814,016   178,640 

Amortization of loans received

     (2,053,422  (4,549,000  (3,914,570

Amortization of bonds issued

     —     (16,480  (25,281

Payment for debt cost transaction

     —     (18,516  (650

Dividends paid to holders of the parent

     (112,127  (104,911  (30,853

Dividends paid to non-controlling interest

     (63,990  (4,535  (25,473

Cash received from non-controlling shareholders

  36 d)   47,376   10,329   (19,099

Acquisition or sale of interest in a subsidiary of non-controlling shareholders

  36 a)   (177,451  (223  (19,037

Sale of interest in a subsidiary of non-controlling shareholders

  36 b)   1,627   —     335 
    

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

     412,299   579,012   85,762 
    

 

 

  

 

 

  

 

 

 

Net increase (net decrease) in cash

     (141,013  (264,400  44,552 

Cash and cash equivalents at the beginning of the year

     959,415   818,402   554,002 
    

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at the end of the period

     818,402   554,002   598,554 
    

 

 

  

 

 

  

 

 

 

NON-CASH TRANSACTIONS:

      

Debt capitalization

     —     —     8,308 

Acquisition of assets through finance leases

     163,399   92,093   65,336 

Recognition of debt as guarantor

     —     —     608,247 

Change in fair value of available-for-sale financial assets

     4,649   19,973   —   

Adjustment for deconsolidation of former subsidiaries

     2,284   9,298   —   

Establishment of joint operation - Panorama Plaza de negocios (net assets)

     —     36,180   —   

Account payable - acquisition of Morelco

     45,684   —     —   

Put option liability from acquisition of non-controlling

     113,829   —     —   

The accompanying notes on pages 8 to XXX are part of the consolidated financial statements.

(Free translation from the original in Spanish)

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(All amounts are expressed in thousands of S/. unless otherwise stated)

   2015  Profit
Increase/
(decrease)
  2015 
   Restated see
Note 2.30
       

Revenues from construction activities

   5,501,537   (12,118  5,513,655 

Revenues from services provided

   1,896,678   (4,820  1,901,498 

Revenue from real estate and sale of goods

   417,280   —     417,280 
  

 

 

  

 

 

  

 

 

 
   7,815,495   (16,938  7,832,433 
  

 

 

  

 

 

  

 

 

 

Cost of construction activities

   (5,342,379  (32,376  (5,310,003

Cost of services provided

   (1,526,875  (3,517  (1,523,358

Cost of real estate and goods sold

   (296,267  —     (296,267
  

 

 

  

 

 

  

 

 

 
   (7,165,521  (35,893  (7,129,628
  

 

 

  

 

 

  

 

 

 

Gross profit

   649,974   (52,831  702,805 

Administrative expenses

   (413,385  (5  (413,380

Other income and expenses, net

   57,287   —     57,287 

Gain from the sale of investments

   (8,289  —     (8,289
  

 

 

  

 

 

  

 

 

 

Operating profit

   285,587   (52,836  338,423 

Financial expenses

   (176,802  —     (176,802

Financial income

   38,107   —     38,107 

Share of the profit or loss in associates and joint

    —     —   

ventures under the equity method of accounting

   7,724   (9,879  17,603 
  

 

 

  

 

 

  

 

 

 

Profit (Loss) before income tax

   154,616   (62,715  217,331 

Income tax

   (99,027  (23,408  (75,619
  

 

 

  

 

 

  

 

 

 

Profit (Loss) for the period

   55,589   (86,123  141,712 
  

 

 

  

 

 

  

 

 

 

Profit (Loss) attributable to:

    

Equity holders of the Company

   7,097   (81,057  88,154 

Non-controlling interest

   48,492   (5,066  53,558 
  

 

 

  

 

 

  

 

 

 
   55,589   (86,123  141,712 
  

 

 

  

 

 

  

 

 

 

Earnings per share from continuing operations attributable to owners of the Company during the period

   0.011   
  

 

 

   
      For the year
ended December 31,
 
   Note  2016  2017  2018 

INVESTING ACTIVITIES

     

Sale of investment

    107,341   391,786   222,971 

Sale of property, plant and equipment

    66,086   127,221   31,852 

Sale of financial asset at fair value through profit or loss

    1,427   98   —   

Sale ofnon-current assets held for sale

    117   43,367   16,244 

Refunding for price adjustment - Morelco

    6,658   —     —   

Return of contributions

    1,963   —     —   

Interest received

    15,370   6,992   36,508 

Dividends received

   16 a) b)   27,992   3,758   1,823 

Payment for purchase of investments properties

    (17,543  (1,183  (209

Payments for intangible purchase

    (45,706  (97,112  (86,799

Payments for purchase and contributions on investment in associate and joint ventures

    (389,657  (2,116  (3,770

Payments for property, plant and equipment purchase

    (147,732  (123,941  (80,765
   

 

 

  

 

 

  

 

 

 

Net cash (applied to) provided by investing activities

    (373,684  348,870   137,855 
   

 

 

  

 

 

  

 

 

 

FINANCING ACTIVITIES

     

Loans received

    3,941,750   1,415,113   1,018,744 

Bonds issued

    178,640   —     —   

Amortization of loans received

    (3,914,570  (2,044,256  (1,265,920

Amortization of bonds issued

    (25,281  (39,151  (28,914

Payment for transaction costs for debt

    (650  (31,286  —   

Dividends paid to owners of the parent

    (30,853  —     —   

Dividends paid tonon-controlling interest

   36 d)   (25,473  (43,942  (102,772

Cash received (return of contributions) fromnon-controlling shareholders

    (19,099  (33,197  (59,053

Capital increase

   24   —     —     137,603 

Acquisition or sale of interest in a subsidiary ofnon-controlling shareholders

    (18,702  (942  389 
   

 

 

  

 

 

  

 

 

 

Net cash provided by (applied to) financing activities

    85,762   (777,661  (299,923
   

 

 

  

 

 

  

 

 

 

Net increase (net decrease) in cash

    45,771   62,373   117,205 

Exchange difference

    (1,219  (34,867  57,756 

Cash and cash equivalents at the beginning of the year

    554,002   598,554   626,060 
   

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at the end of the year

   9   598,554   626,060   801,021 
   

 

 

  

 

 

  

 

 

 

NON-CASH TRANSACTIONS:

     

Debt capitalization

    8,308   —     —   

Interest debt capitalization

    —     26,015   3,361 

Acquisition of assets through finance leases

    65,336   48,507   2,365 

Recognition of debt due to termination of GSP

    608,247   —    

Accounts payable to thenon-controlling interest for purchase of investments

    —     —     14,022 

Return of contribution in inventories

    —     —     25,389 

Dividends declared tonon-controlling interest

    —     15,735   —   

Deconsolidation from non-controlling interest

    —     7,801   54,069 

The accompanying notes on pages 9 to 110113 are an integral part of the consolidated financial statements.

(All amounts expressed in thousands of S/ unless otherwise stated)

 

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GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014, 20152016, 2017 AND 20162018

 

1

GENERAL INFORMATION

 

 a)

Incorporation and operations

Graña y Montero S.A.A. (hereinafter the Company) was establishedincorporated in Peru on August 12, 1996, as a result of the equityspin-off of Inversiones GyM S.A. (formerly Graña y Montero S.A.). The Company’s legal address is Av. Paseo de la RepúblicaRepublica 4675, Surquillo Lima, Peru and is listed on the Lima Stock Exchange and the New York Stock Exchange (NYSE).

The Company is the parent of the Graña y Montero Group (hereinafter the Group, whichthat includes the Company and subsidiaries)its subsidiaries (hereinafter, the “Group”) and it is mainly engaged in holding investments in different Group companies. Additionally, the Company provides services of general management, financial management, commercial management, legal advisory, and human resources management to the Group companies; it is also engaged in leasing officesand leases office space to the Group companies.

The Group is a conglomerate of companies with operations including different business activities, the most significant are engineering and construction, infrastructure (public concession ownership and operation), and real estate businesses and services.businesses. See details of operating segments in Note 7.

 

 b)

Authorization for the issue of the financial statements

The consolidated financial statements for the year ended December 31, 2016 were2018, have been prepared and issued with Management and Board of DirectorsDirectors’ authorization on May 15, 2018March 7, 2019, and will be submitted for consideration and approval at the General Shareholders’ Meeting.Meeting to be held within the term established by Peruvian law. Management expects that the consolidated financial statements as of December 31, 20162018, will be approved with no changes.

 

 c)

Current situation of the Company

 

 i)1)Legal Status

(A)Projects conducted in association with companies of the Odebrecht Group

Our company and one of its subsidiaries participated as minority shareholderpartners in certain entities that developed six infrastructure projects in Peru with Odebrecht.companies belonging to the group Odebrecht (hereinafter Odebrecht). In 2016, Odebrecht entered into a Plea Agreement with the authorities of the United States Department of Justice and the Office of the District Attorney for the Eastern District of New York by which it admitted the commission of corruptcorruption acts in connection towith two of these projects (sections(tranches 2 and 3 of the InteroceánicaInteroceanica Sur highway (“IIRSA Sur”) and the project to construct the Tren Eléctrico)Lima Metro (Electric Train)). As a consequenceresult of this agreement, the Peruvian authorities initiated investigations.opened investigations for admitted illicit activities.

 

 (I)i)

IIRSA Sur

With respect to the investigations conducted in relation to IIRSA Sur, the Public Prosecutor’s Office includedindicted the former Chairman of the Board of Directors, for bribery;collusion; a former Director, and a former executive of the company,Company, for money laundering.

Subsequently, Graña andy Montero S.A.A. and GyM S.A. were incorporated as subjects investigated in the case described above. The companies have appealed this judgmentdecision, and the appeals are pending resolution bylater the Superior Court.

(All amounts expressedCourt ruled in thousandsfavor of S/ unless otherwise stated)

both companies.

In addition, the Peruvian authorities has requested incorporation of Graña y Montero S.A.A. and GyM S.A. have been incorporated as civilly liable third parties in the investigation process, which means that the court will assess whether these entities are obligated to compensate the Peruvian Government for damages suffered as a result of the facts under investigation.

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ii)

Electric Train

GyM S.A. has been incorporated as a civilly liable third party responsible on a civil basisin the process related to the Electric Train construction project, tranches 1 and 2. However, hitherto, no current or past director or officer of the Company has filed an opposition tobeen incorporated in the government’s motion. Oral arguments will be made before the court on a hearing that is yet to be scheduled.

The Company believes that it has a solid defense and that therefore, the case would be resolved in its favor.investigation.

 

 (II)2)Electric Train

The Peruvian authorities also requested to incorporate GyM S.A. as a third party responsible on a civil basis in the case related to the project to construct the electric train. The Company has filed an opposition. Oral arguments will be made before the court on a hearing that is yet to be scheduled.

The Company believes that it has a solid defense and that therefore, the case would be resolved in its favor.

(B)The ConstructorConstruction Club

On July 11, 2017, Commision de libre competence of “Indecopi”the Peruvian Commission for Free Competition (“Indecopi”) initiated an investigation against several construction companies, including GyM S.A., about the existence of an alleged cartel called the Constructor Club, gathering information from the Company.Construction Club. Throughout the investigation, the CompanyGyM S.A. has provided to the Indecopi with all the information requested.requested and continues collaborating with the ongoing investigations.

The Company’s former commercial manager is under a criminal investigation, as well as other individuals related to other construction companies. However, the Company is not included in this case.

To the date the result of the case described is uncertain because it isGyM S.A. has been incorporated in the preliminary phase and depends on the action of thecriminal proceedings as a civilly liable third parties that have been included in it, However, management believes that the contingency to which the Company is exposed should not have a significant financial impact due to the lack of links I hasparty along with the alleged facts.11 other construction companies.

 

 (C)3)Anticorruption Law application to the Company

Law 30737 and its regulation issued by Supreme Decree096-2018-EF has mitigated the Company’s exposure to the cases described in sub sections (A) and (B) above. These rules set clear guidelines to estimate the potential compensation that would be paid by the Company in the improbable case that it would be convicted. Furthermore, these rules have significantly reduced the uncertainty derived from the legal proceedings, by among other things, preventing the imposition of liens or attachments of assets that would impair the ability of the Company to operate.

The benefits of the mentioned rules are subject to the fullfilment of the following obligations:

The obligation to set up a trust that will guarantee any potential payment obligation of an eventual civil compensation and the interests in favor of the Peruvian State;

The obligation not to transfer funds abroad without the prior consent of the Ministry of Justice;

The implementation of a compliance program; and

The obligation to disclose information to the authorities and to collaborate in the investigation.

The Company has designed a robust compliance program which is currently under implementation. In addition, it fully cooperates with the authorities in its investigations of the alleged facts. It is also engaged in preliminary works necessary to set up the trust while it receives from the authorities the amount of the trust. Management estimated that it would need to assign to the trust assets worth approximately USD 41 million and that its potential liability should not exceed USD 51 million.

(All amounts expressed in thousands of S/ unless otherwise stated)

ii)Independent Investigationrelated to Company businessbusinesses with Odebrecht S.A.Group

On January 9, 2017, the Company Board of Directors approved a plan to conduct an independentinternal investigation related to six projects executed in association with Odebrecht.

On March 30, 2018,2017, the Board of Directors created a Risk, Compliance and Sustainability Committee who was in charge of the oversight of the investigation independent from management. The external investigation was entrusted to the law firm Simpson, Thatcher and Bartlett, thatwho reported exclusively to the Risk, Compliance and Sustainability Committee in order to preserve its independence.the independence of the investigation.

The independent investigation concluded on November 2, 2017, and found no evidence for determining that the Group or any of its former or current directors or executives had intentionally or knowingly participated in acts of corruption related to the 6six projects developed in association with Odebrecht.

We were informed by the press in February 2019, that Odebrecht has signed an effective collaboration agreement with the Prosecutor´s Office and the Ad Hoc Prosecutor’s Office in which, among other things, it is determined that Odebrecht will pay the Peruvian Government an indemnity calculated according to the parameters established in Law No. 30737 and that Odebrecht will collaborate with the Prosecutor’s Office providing all the relevant information it has about the facts under investigation.

4)

Anticorruption Law - effects on the Group

Law 30737 and its regulation issued by Supreme Decree 096-2018-EF have mitigated the Company and subsidiaries exposure to the cases described in subsections 1) and 2) above. These rules set clear guidelines to estimate the potential compensation reducing the uncertainty derived from the legal proceedings, by among other things, preventing the imposition of liens or attachments of assets that would impair its ability to operate.

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The benefits of the mentioned rules are subject to the fulfillment of the following obligations:

The obligation to set up a trust that will guarantee any eventual payment obligation of an eventual civil compensation in favor of the Peruvian Government;

The obligation not to transfer funds abroad without the prior consent of the Ministry of Justice;

The implementation of a compliance program; and

The obligation to disclose information to the authorities and to collaborate in the investigation.

The Group has designed a compliance program which is currently under implementation. In addition, it fully cooperates with the authorities in its investigations and has executed a trust agreement with the Ministry of Justice that provides to the terms and conditions that govern the trust that will secure its contingent obligations for an amount confirmed by authorities of S/73.5 million (equivalent to US$22.3 million) (Note 23).

On the other hand, based on the standards indicated and their guidelines, management has estimated that the value of the contingency for the cases described above should not exceed US$45.8 million (equivalent to S/148.4 million).

If The Construction Club case is deemed incorporated within the scope of the referenced law, then the value of the assets assigned to the trust would need to be increased by approximately US$3 million (equivalent to S/10.1 million), and the potential contingency would increase by approximately US$3.1 million (equivalent to S/10.5 million).

Nonetheless, the Company, through its external attorneys, continues to conduct an ongoing evaluation of the information related to the criminal investigations described in this Note 1 in order to keep its defense prepared in the event of any new charges arises during those investigations. In conducting the aforementioned evaluation, the Company does not rule out the possibility of finding, in the future, adverse evidence nor does rule out that authorities or third parties will find, in the future, adverse evidence not currently known to date during the investigations being conducted.

 

2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied in all the years presented, unless otherwise stated.

 

2.1

Basis of preparation

The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRIC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the IASB in force as of December 31, 2017, and December 2015 and 201631, 2018, respectively.

The consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments, financial assets at fair value through profit or loss, and loss,available-for-sale financial assets measured at fair value. The financial statements are presented in thousands of Peruvian Soles,Sol unless otherwise stated.

The preparation of the consolidated financial statements in conformity with IFRS requires Management to make estimates and assumptionsthe use of certain critical accounting estimates. Also requires that the management exercise its critical judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

 

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2.2

Consolidation of financial statements

 

 a)

Subsidiaries

Subsidiaries are entities over which the Company has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

(All amounts expressed in thousands of S/ unless otherwise stated)

The Group evaluates the measurement of thenon-controlling interest on anacquisition-by-acquisition basis. At December 31, 20152017, and 2016,2018, the measurementmeasurements of thenon-controlling interest in the Group’sGroup´s acquisitions waswere made at thenon-controlling interest’sinterest´s proportionate share of the recognized amounts of the acquiree’sacquiree´s identifiable net assets.

Business acquisition-related costs are expensed as incurred.

Any contingent consideration assumed by the Group with the selling party is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration isare recognized in accordance with IAS 39IFRS 9 “Financial Instruments” as profit or loss.

Goodwill is initially measured as the excess of the acquisition cost, the fair value at the acquisition date of any interest previously acquired plus the fair value of thenon-controlling interest, over the net identifiable assets acquired and liabilities and contingent liabilities assumed. If the acquisition cost is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss at the time of acquisition.

For consolidating subsidiaries, balances, income, and expenses from transactions between Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognized as assets are also eliminated. IfGroup companies use common accounting practices, except for those that are specifically required accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group.for specific businesses.

 

 b)

Changes in ownership interests in subsidiaries without change of control

Transactions withnon-controlling interests that do not result in loss of control are accounted for as equity transactions, in other words as transactions with owners in their capacity as owners. The difference between the fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals tonon-controlling interest are also recorded in equity at the time of disposal.

 

 c)

Disposal of subsidiaries

When the Group ceases to have control over a subsidiary, any retained interest in the entity isre-measured at its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss at such date. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that the amount previously recognized in other comprehensive income is reclassified to profit or loss.

 

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 d)

Joint arrangements

Contracts in which the Group and one or more of the contracting parties have joint control on the relevant joint activities are called joint arrangements.

Investments in joint arrangements are classified as eitherjoint operations orjoint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be bothjoint ventures as well asjoint operations.operations.

Joint ventures are accounted for using the equity method. Under the equitythis method, of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses and movements in the comprehensive income statement.

(All amounts expressed in thousands of S/ unless otherwise stated)

The Group assesses on an annual basis whether there is any objective evidence that the investment in the joint ventures and associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the impairment loss in ‘shareshare of the profit or loss in associates and joint ventures under the equity method of accounting in the income statement. In addition, the Group stops the use of the equity method if the entity ceases to be an operating entity.

Joint operations are joint arrangements whereby the parties that have joint control of the arrangement, have rights over the assets, and obligations for the liabilities, relating to the arrangement. Each party recognizes its assets, liabilities, revenue and cost and its share of any asset or liability jointly held and, on any revenue, or cost arisen from the joint operation.

In the Group, joint operations mainly relate to consortiums (entities without legal personality) created exclusively for the development of a construction contract. Considering that the only objective of the consortium is to develop a specific construction contract,project, all costsrevenue and revenuecosts are included within revenue from construction activities and cost of construction activities, respectively.

 

 e)

Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a holding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see section dd) above).

Profits and losses resulting from transactions between the Group and its associates are recognized in the Group’s consolidated financial statements only to the extent of unrelated investor’s interests in the associates. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates are changed where necessary to ensure consistency with the policies adopted by the Group.

Impairment losses are measured and recorded in accordance with section d) above.

 

2.3

Segment reporting

Operating segments are reported in a consistent manner with internal reporting provided to Management of the Group.

If an entity changes the structure of its internal organization in a manner that causes the composition of its reportable segments to change, the Group restates the information for earlier periods unless the information is not available.

 

2.4

Foreign currency translation

 

 a)

Functional and presentation currency

The consolidated financial statements are presented in Peruvian Soles,soles, which is the Company’s functional and presentation currency andof the Group’s presentation currency.Group. All subsidiaries, joint arrangements, and associates use the Peruvian Sol as their functional currency, except for foreign entities, for which the functional currency is the currency of the country in which they operate.

 

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 b)

Transactions and balances

Foreign currency transactions are translated into the functional currency using prevailing the exchange rates at the date of the transactions or valuation when items arere-measured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated income statement, except when deferred in other comprehensive income.

Exchange differences arising on loans from the Company to its subsidiaries in foreign currencies are recognized in the separate financial statements of the ParentCompany and individualseparate financial statements of the subsidiaries. In the consolidated financial statements, such exchange differences are recognized in other comprehensive income and are subsequentlyre-classified in the income statement on the disposal of the subsidiary or debt repayment to the extent such loans qualify as part of the “net investment in a foreign operation”.

(All amounts expressed in thousands of S/ unless otherwise stated)

Foreign exchange gains and losses of all monetary items are included in the income statement within financial income or expense.

 

 c)

Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationaryhyperinflationary economy) that have a functional currency different from the presentation currency of the Group are translated into the presentation currency as follows:

 

 i)

Assets and liabilities for each statement of financial position presented are translated using the closing exchange rate prevailing at the date of the consolidated statement of financial position;

 

 ii)

income and expenses for each income statement are translated at the average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rate on the date of the transaction);

 

 iii)

capital is translated by using the historical exchange rate for each capital contribution made; and

 

 iv)

all exchange differences are recognized as separate components in other comprehensive income (loss), within foreign currency translations adjustment.

Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rate. Exchange differences are recognized in other comprehensive income.

 

2.5

Public services concession agreements

Concession agreements signed between the Group and the Peruvian Government entitle the Group, as a Concessionaire, to assume obligations for the construction or improvement of infrastructure and which qualify as public service concessions are accounted as defined by IFRIC 12 “Service Concession Arrangements”. The consideration to be received from the Government for the services of constructing or improving public infrastructure is recognized as a financial asset or as an intangible asset, (bifurcated model), as set forth below.

 

 TheGroup manages three types of concessions, for which accounting treatment is as follows:

a)Recognizes

It is recognized as a financial asset to the extent that it has a contractual right to receive cash or other financial assets either because the Government secures the payment of specified or determinable amounts or because the Government will cover any difference arising from the amounts actually received from public service users in relation with the specified or determinable amounts. These financial assets are recognized initially at fair value and subsequently at amortized cost (the financial model).

 

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 b)Recognizes

It is recognized as an intangible asset to the extent that the service agreement grants the Group a contractual right to charge users of the public service. The resulting intangible asset is measured at cost and is amortized as described in Note 2.15 (intangible asset model).

 

 c)Recognizes

It is recognized as a financial asset and an intangible asset when the Group recovers its investment partially by a financial asset and partially by an intangible asset (the bifurcated(bifurcated model).

 

2.6

Cash and cash equivalents

In the consolidated statements of financial position and cash flows, cash and cash equivalents include cash on hand,on-demand bank deposits, other highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated statement of financial position, bank overdrafts are included in the balance of financial obligations as current liabilities.

(All amounts expressed in thousands of S/ unless otherwise stated)

 

2.7

Financial assets

 

2.7.1

Classification and measurement

The Group classifies its financial assets, according to its subsequent measurement, in the following categories: i) amortized cost; ii) financial assets at fair value through other comprehensive income and iii) financial assets at fair value through profit or loss, financial assetsheld-to-maturity, loans and account receivables and financial assetsavailable-for-sale.loss. The classification depends on the purpose for which the financial assets were acquired. acquired on the basis of the Group’s business model for managing the financial assets and the characteristics of the contractual cash flows of the financial asset.

Management determines the classification of its financial assets at the date of its initial recognition.

recognition andre-evaluates this classification at the date of each closing of its consolidated financial statements. As of December 31, 2017, and 2018, the Group only maintains financial assets in the following categories:

a)

Amortized cost

This category is the most relevant for the Group. The Group measures financial assets at amortized cost if the following conditions are met:

i) The financial asset is held within a business model with the objective of maintaining the financial assets to obtain the contractual cash flows; and

ii) The contractual terms of the financial asset generate cash flows, on specific dates, that are only payments of the principal and interest on the amount of the outstanding principal.

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Profits and losses are recognized in profits or losses when the asset is written off, modified or impaired.

Trade accounts receivable, accounts receivable from related companies, other accounts receivable, work in progress and cash and cash equivalents are included in current assets except for those over twelve months after the date of the consolidated statement of financial statements, the Group hasposition. The latter are classified its financial assets in the following three categories:asnon-current assets.

 

b)a)

Financial assets at fair value through other comprehensive results

Financial assets at fair value through other comprehensive income of the Group are classified in this category when they meet the following conditions:

i) keep them within a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets; and

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ii) the contractual terms of the financial asset give rise, on specific dates, to cash flows that are only payments of the principal and interest on the outstanding principal amount.

The investment account at Inversiones en Autopistas S.A. is included in this category.

c)

Financial assets at fair value through profit or loss

Financial assets that do not meet the criteria of amortized costs or fair value through other comprehensive income are measured at fair value through profit or loss. The result in a debt investment that is subsequently measured at fair value through gains and losses is recognized in the consolidated statement of comprehensive income in the period in which it occurs.

Financial assets at fair value through profit or loss arenon-derivativesnon-derivative that arefinancial assets designated by the Group as at their fair value upon initial recognition and areheld-for-trading. They held for sale. These are included in current assets in the consolidated statement of financial position. The derivative financial instruments policy is included at Note 2.9.

b)Loans and accounts receivable

Loans and receivables arenon-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those whose maturity is greater than twelve months after the date of the consolidated financial statements. These are classified asnon-current assets on the consolidated financial position. The Group’s loans and receivables comprise “trade accounts receivables”, “accounts receivable from related parties”, “other accounts receivable”, “unbilled work in progress” and “cash and cash equivalents”.

c)Available-for-sale financial assets

Available-for-sale financial assets arenon-derivatives that are either designated in this category or not classified in any of the other categories. They are included innon-current assets as “Other Financial Assets” unless Management intends to dispose them within 12 months of the date of the statement of financial position.assets.

 

2.7.2Recognition and measurement

 Derecognition of financial assets

Regular purchases and sales of financial assets are recognized on the trade-date, the date on which theThe Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.Available-for-sale financial assets are subsequently carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method.

Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within “Other income and expenses, net” in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognized in the income statement as part of “Other income and expenses, net” when the Group’s right to receive payments is established.

(All amounts expressed in thousands of S/ unless otherwise stated)

Changes in the fair value of monetary securities classified as available for sale are recognized in other comprehensive income. Whenderecognizes a financial asset classified as available for sale is sold or impaired, the accumulated fair value adjustments recognized in equity are reclassified to profit or loss. Dividends onavailable-for-sale equity instruments are recognized in the income statement as part of “Other income and expenses, net” when the Group’s right to receive payments is established.

2.8Impairment of financial assets

a)Assets carried at amortized cost

Atcontractual rights over the end of each reporting period the Group assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired. If a financial asset or a group of financial assets is impaired, the impairment losses are recognized only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset expire, or groupwhen it transfers the rights to receive the contractual cash flows in a transaction in which all the risks and benefits of ownership of the financial asset are substantially transferred, or does not transfer or retain substantially all the risks and benefits related to the property and does not retain control over the assets transferred.

The Group participates in transactions in which it transfers the assets recognized in its statement of financial assets that can be reliably estimated.

Forposition but retains all or substantially all the loansrisks and receivables category, the amount of any loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amountadvantages of the asset is reducedassets transferred, and/or control over them. In these cases, the assets transferred are not derecognized and the amount of the loss is recognized in the statement of comprehensive income. Ifare measured on a loan or an account receivable has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient,basis that reflects rights and obligations that the Group may measure impairment on the basis of an instrument’s fair value using an observable market price.has retained.

 

2.8b)Assets classified asavailable-for-sale -

Impairment of financial assets

IFRS 9 requires to register expected credit losses of all financial assets, except for those that are carried at fair value with an effect on results, estimating it over 12 months or for the entire life of the financial instrument (“lifetime”). In accordance with the provisions of the standard, the Group applies the simplified approach (which estimates the loss for the entire life of the financial instrument), for the commercial debtors of the rental business line of the real estate sector, and the general approach for the trade accounts receivables, work in progress and other accounts receivable; the same that requires evaluating whether or not a significant increase in risk exists to determine whether the loss should be estimated based on 12 months after the reporting date or during the entire life of the asset.

The Group assesseshas established a policy to conduct an evaluation, at the end of each reporting period, to identify whether there is objective evidence thatthe asset has suffered a significant increase in credit risk since the initial date. Both the credit losses expected at 12 months and the expected credit losses during the life of the asset are calculated individually or collectively, depending on the nature of the portfolio.

For financial assets for which the Group has no reasonable expectation of recovering, either the entire outstanding amount or a portion thereof, the gross carrying amount of the financial asset oris reduced. This is considered a group of financial assets classified asavailable-for-sale is impaired.

For equity investments, a significant or prolonged declinedecrease in the fair value(partial) accounts of the security below its cost is also evidence that the assets are impaired. If any such evidence exists foravailable-for-salefinancial assets, the cumulative loss—measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss—is removed from equity and recognized in profit or loss. Impairment losses recognized in the income statement on equity instruments are not reversed through the income statement.asset.

 

2.9

Derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequentlyre-measured at their fair value at the end of each reporting period. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

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The Group designates certain derivatives as hedges of a particular risk associated with a recognized asset or liability (fair value hedge) or a highly probable forecast transaction (cash flow hedge). Derivatives are initially recognized at fair value on the date of subscription of the contract and are subsequently recognized at their fair value. The method to recognize the gain or loss resulting from changes in the fair values of the derivatives depends on the nature of the item being covered.

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

(All amounts expressed in thousands of S/ unless otherwise stated)

The fair values of various derivative instruments used for hedging purposes and changes in the account reserves for hedging in equity are disclosed in Note 8. The full fair value of a hedging derivative is classified as anon-current asset or liability when the remaining maturity period of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity period of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as fair value hedges is recognized as other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the income statement.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecasted sale that is hedged takes place).

The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the income statement as “Financial income or Financial expenses”.

However, when the forecasted transaction that is hedged results in the recognition of anon-financial asset (for example, inventory or fixed assets), the gains or losses previously deferred in equity are transferred from equity and are included in the initial measurement of the cost of thenon-financial asset. The deferred amounts are ultimately recognized in cost of goods sold in the case of inventory or in depreciation in the case of fixed assets.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecasted transaction is ultimately recognized in the income statement. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within “other income and expenses, net”.

 

2.10

Trade accounts receivables

Trade receivables are amounts due from customers for goods or services sold by the Company’s subsidiaries.Group. If the collection is expected in one year or less, they are classified as current assets. If not, they are presented asnon-current assets.

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any provision for impairment, except for receivables of less than one year that are stated at a nominal amount which is similar to their fair values since they are short term.

Also includes the management estimates related to the engineering and construction, corresponding to rights of executed services that have not been approved by customers (Progress level valuation).

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2.11Unbilled work

Work in progress

Unbilled work in progress comprises the estimation made by the Management of the Engineering and Construction segment related to the unbilled rights receivable for services rendered and not yet approved by the client (valuation based on the percentage of completion).

It alsoThis account includes the balance of work in progress costs incurred that relates to future activities of the construction contracts and the constructions phase in concessions (see Note 2.252.26 for detail on Revenue from construction and concession activities).

Changes in estimates of contract revenues and costs can increase or decrease the estimated margin. When a change in the estimate is known, the cumulative impact of the change is recorded in the period in which it is known based on the progress made.

(All amounts expressed in thousands of S/ unless otherwise stated)

known.

 

2.12

Inventories

Inventory mainly includesThe inventories include land, workworks in progress and finished properties which are assignedbuildings related to the real-real estate activity, materials used in the construction activity.

a)

Real estate activity

Land intended to carry outused for the execution of real estate projects is recognized at acquisition cost. Work in progress and finished properties comprisereal estate includes the costs of design, costs, material,materials, direct labor, costs, financialborrowing costs (directly attributable to the acquisition, construction, and production of qualified assets)the asset), other indirect costs and general expenses related to the construction.construction phase.

Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The CompanyGroup reviews annually whether inventories have been impaired identifying three groups of inventories to measure their net realizable value: i) the first group consists of land bought for future real estate projects which are compared to their net appraisal value; if the acquisition value is higher, a provision of impairment is made; ii) the second group consists of land under construction, impairment is measured based on cost projections; if these costs are higher than selling prices of each real estate unit, a provisionan estimate is made for impairment; and iii) the third group comprises completed real estate units; these inventory items are compared to the selling prices less selling expenses; if these selling expenses are higher, a provision for impairment is made.

For the reductions in the carrying amount of these inventories to their net realizable value, a provision is made for impairment of inventories with a charge to profit or loss for the year in which those reductions occur.

It also includes material used in

b)

Exploration and extraction activities

Inventories are valued at production costs or net realizable value (NRV), the construction activity. Goods and supplies correspond to goods thatone with the Group trades as partlowest result, on the basis of its IT segment. Materials and supplies used in construction activities and IT equipment are determined under the weighted average method. The NRV represents the value at which it is estimated to make oil, gas and its derivatives LPG and HAS, which is calculated on the basis of international prices at which discounts that are usually granted are deducted. Miscellaneous supplies, materials, and spare parts are valued at cost or replacement value, whichever is less based on the average method. MaterialsThe cost of inventories excludes financing expenses and other suppliesexchange differences. Inventories to be received are not written down belowrecorded at cost ifby the finished productsspecific identification method.

The Group constitutes a devaluation of materials charged to income for the year in cases in which they will be incorporated are expected to generate margin.

(All amounts expressed in thousands of S/ unless otherwise stated)

the book value exceeds its recoverable value.

 

c)

Other activities

Materials and supplies are recorded at cost by the weighted average method or at their replacement value, the lower. The cost of these items includes freight andnon-refundable applicable taxes.

The devaluation of these items is estimated on the basis of specific analysis made by the Management on its rotation. If it is identified that the book value of the stocks of materials and supplies exceeds their replacement value, the difference is charged to income in the year in which this situation is determined.

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2.13

Investment propertiesproperty

Investment properties are shown at cost less accumulated depreciation and impairment losses, if any. Subsequent costs attributable to investment properties are capitalized only if it is probable that future economic benefits will flow to the Company and the cost of these assets can be measured reliably; if not, they are recognized as expenses when incurred.

Repair and maintenance expenses are recognized in profit and loss when they are incurred. If the property’s carrying amount is greater than its estimated recoverable amount, an adjustment to reduce the carrying amount to the recoverable amount is recognized.

Depreciation is determined at rates calculated to write off cost, less estimated residual value, of each asset on a straight linestraight-line basis over its estimated useful life. Significant components with useful lives substantially different are treated separately for depreciation purposes. The estimated useful lives of those properties range from 53 to 33 years.

The investment propertyproperties held by the Group consistscorrespond to: (i) “Agustino Plaza” Shopping Center, located in the El Agustino District, and (ii) the stores situated within the stations of two Shopping CentersLine 1 of the Lima Metro; the properties owned by the subsidiary VivaVIVA GyM S.A. FairSA have an estimated fair value is estimated to beof US$29.519.2 million, equivalent to S/9964.3 million atas of December 31, 20162018 (US$16.734.5 million, equivalent to S/58112.7 million, atas of December 31 2015). The sales stores of these2017).

These investment properties have been leased asunder the modality of an operating lease with third parties.lease.

 

2.14

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of these items.

Subsequent costs are included in the asset’s carrying amount or are recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance expense are charged to the income statement during the financial period in which they are incurred.

Assets under construction are capitalized as a separate component. At their completion, the cost of such assets is transferred to their definitive category.

Replacement units are major spare parts in which depreciation starts when the units are installed for use within the related asset.

Depreciation of machinery, and equipment and vehicles recognized as “Major equipment” are depreciated based on their hours of use. Under this method, the total number of work hours that machinery and equipment is capable to produceof producing is estimated and a charge per hour is determined. The depreciation of other assets that do not qualify as “Major equipment” is calculated under the straight-line method to allocate their cost less their residual values over their estimated useful lives, as follows:

 

   Years

Buildings and facilities

  Between 3 and 5033

Machinery and equipment

  Between 4 and 10

Vehicles

  Between 2 and 10

Furniture and fixtures

  Between 2 and 10

Other equipment

  Between 2 and 10

(All amounts expressed in thousands of S/ unless otherwise stated)

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Residual values and useful lives are reviewed and adjusted as appropriate at each date of the statement of financial position.reporting date. Gains and losses on disposals are recognized in “Other income and expenses, net” in the income statement. Regarding joint operations that carry out construction activities, the difference between the proceeds from disposals of fixed assets and their carrying amount is shown within “revenue from construction activities” and “cost of construction activities”, respectively.

 

2.15

Intangible assets

 

 i)

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the purchase consideration, the amount of anynon-controlling interest and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired. If the total of the consideration transferred, the non-controlling interest recognized and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognized directly in the income statement.consolidated statement of income.

Goodwill acquired in a business combination is allocated to each cash-generating units (CGU), or group of CGUs, that is expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are performed at least annually and when events or changes in circumstances indicate a potential impairment. Any impairment is recognized immediately as an expense in item “Other income and expenses, net” and cannot be reversed later.

 

 ii)

Trademarks

Trademarks acquired separately are shown at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Management has determined that these trademarks have indefinite useful lives. These trademarks have a long trajectory (between 24 and 39 years) in each market and the Group is committed to continue investing in the long-term to extend the period over which they are expected to continue to provide economic benefits.

Trademark impairment reviews are performed at least annually and when events or changes in circumstances indicate a potential impairment. Any impairment is recognized immediately as an expense in item “Other income and expenses, net” and cannot be reversed later..

 

 iii)

Concession rights

The intangible asset consisting of the right to charge users for the services related to service concessions agreements (Note 2.5 and Note 6.b) is initially recorded at the fair value of construction or improvement services. Before amortization is started, an impairment test is performed; it is amortized under the straight-line method, from the date revenue starts using the lower of its estimated expected useful life or effective period of the concession agreement.

 

 iv)

Contractual relationships with customers

Contractual relationships with customers are assets resulting from business combinations that were initially recognized at fair value as determined based on the expected cash flows from those relations over an estimated period of time based on the time period those customers will remain as customers of the Group (the estimation of useful life is based on the contract terms which fluctuate between 5 and 9 years). The useful life and the impairment of these assets are individually assessed.

(All amounts expressed in thousands of S/ unless otherwise stated)

 

 v)

Cost of developingdevelopment wells

Costs incurred in preparing wells to extract hydrocarbons in Blocks I, III, IV, and V, located in Talara, are capitalized as part of intangible assets. These costs are amortized over the useful lives of the wells (10(estimated to be five years for Blocks III, IVI and V and 9 yearsthe unit of production method for Block I)Blocks III and IV), whenwhich is less than the period of the service agreement signed with Perupetro.

 

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 vi)Internally generated software

Software and development costs

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:

 

It is technically feasible to complete the software product so that it will be available for use;

 

management intends to complete the software product and use or sell it;

 

there is anthe ability to use or sell the software product;

 

it can be demonstrated how the software product will probably generate future economic benefits;

 

technical, financial and other resources are available to complete the development and to use or sell the software product; and

 

software expense

expenses incurred during its development can be reliably measured.

Other development expenditures that do not meet these criteria are expensed as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Computer software development costs recognized as assets are amortized over their estimated useful lives, which fluctuate between 2 to 815 years.

 

 vii)Rights of

Land use of landrights

Refers to the rights maintained by the subsidiary Promotora Larcomar subsidiary S.A. Rights ofLand use of landrights are stated at historical cost less amortization and any accumulated impairment losses. The useful life of this asset is based on the agreement signed (60 years) and the effective period may be extended if agreed to theby parties. Amortization will begin when it becomes ready for its intended use by Management.

 

2.16

Impairment ofnon-financial assets

Assets that have an indefinite useful life are not subject to amortization and are subject to review annually for impairment. Assets that are subject to amortization are reviewed forsubject to impairment whenevertests when events or changes in circumstances occur that indicate that the carrying amounttheir book value may not be recoverable. An impairment loss is recognized forrecovered. Impairment losses are measured as the amount by which the asset’s carrying amountbook value of the asset exceeds its recoverable amount.value. The recoverable value of the assets corresponds to the higher of its fair value and its value in use. For purposes of the impairment assessment, assets are grouped at the lowest levels in which they generate identifiable cash flows (cash-generating units). The book value ofnon-financial assets other than goodwill that have been subject to write-offs for impairment is reviewed at each reporting date to verify possible reversals of impairment.

 

2.17

Financial liabilities

The financial liabilities of the Group include trade accounts payable, accounts payable to related parties, remuneration and other accounts payable. All financial liabilities are initially recognized at fair value and subsequently valued at amortized cost using the effective interest rate method.

Financial liabilities are classified as current liabilities if the payment must be made within a year or less (or in the normal operating cycle of the business if it is greater). Otherwise, they are presented asnon-current liabilities.

2.18

Trade payablesaccounts payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented asnon-current liabilities.

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Accounts payable are initially recognized at their fair value and subsequently are amortized at amortized cost using the effective interest method, except for accounts payable within less than one year that are recorded at their nominal value that is similar to their fair value due to its expirationmaturity in the short term.

 

2.182.19

Other financial liabilities

CorrespondCorresponds to the loans and bonds issued by the Group, which are initially recognized initially at their fair value, net of transactionthe costs incurred. Borrowingsincurred in the transaction. These financial liabilities are subsequently carriedrecorded at amortized cost; any difference between the cashfunds received (net of transaction costs) and the redemption value is recognized in the income statement overduring the period of the borrowingsloan using the effective interest method.

(All amounts expressed in thousands of S/ unless otherwise stated)

Fees paid for entering into loan facilitiesThe costs incurred to obtain these financial liabilities are recognized as transaction costs of the loan to the extent that it is probable that somepart or all of the facilityentire loan will be drawn down.received. In this case, the fee isthese charges are deferred until the draw-down occurs.time the loan is received.

 

2.192.20

Borrowing costs

BorrowingDebt costs are recognized inat the income statement in the period in which they arehave been incurred, except for intangible assets and inventories (Note 18 and 15) in which the Group proceeds to capitalize borrowing costs.costs are capitalized.

General and specific borrowing costs directly attributable to acquisitions,the acquisition, construction or developmentproduction of qualifyingqualified assets, which are assets that necessarily take a substantial period of time (over(more than 12 months) to get ready forreach their intendedcondition of use or sale, are added to the cost of thosesaid assets until the period when the assets are substantially ready for their intended use or sale. The CompanyGroup suspends the capitalization of a qualifying assetborrowing costs during the periods in which qualifythe development of activities of a qualified asset development is interrupted .Investmenthas been suspended. The income earned onobtained from the temporary investment of specific borrowings pending their expenditure on qualifyingloans that have not yet been invested in qualified assets is deducted from the borrowing costs eligible for capitalization.

 

2.202.21

Current and deferred income tax

Income tax expense comprises current and deferred tax. Tax expense is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or equity, in whichequity. In this case, ittax is also recognized in the statement of comprehensive income or directly in equity, respectively.

The current income tax is calculated based on the basis of the tax laws enacted or substantively enacted at the date of the statement of financial position in the countries where the Company and its subsidiaries operate and generate taxable income. Management, periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Management, where appropriate, establishes provisions based on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is determined using tax rates (and legislation) that have been enacted as of the date of the statement of financial position and that are expected to be applicable when the deferred income tax is realized or paid.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group, and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when therearising from the initial recognition of goodwill is not recognized; likewise, the deferred tax is not recorded if it arises from the initial recognition of an asset or liability in a legally enforceable right to offset currenttransaction that is not a combination of businesses that does not affect the accounting or tax assets against current tax liabilities andprofit or loss at the time of the transaction

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2.22

Employee benefits

The Group recognizes a liability when the deferred income tax assetsemployee has rendered services in exchange for which is entitled to receive future payments and liabilities relate to income taxes leviedan expense when the Group has consumed the economic benefit from the service provided by the same taxation authority.employee in exchange for the benefits in question.

(All amounts expressedThe Group determines employee benefits in thousandsaccordance with current labor and legal regulations and classifies them as short-term benefits, post-employment benefits, long-term benefits, and termination benefits.

Short-term benefits are those other than termination indemnities, whose payment is settled in the twelve months following the end of S/ unless otherwise stated)

the period in which the employees have rendered the services; they correspond to current remunerations (salaries, and salaries and contributions to social security), annual paid and sick absences, participation in profits and incentives and othernon-monetary benefits.

Post-employment benefits are those other than termination benefits that are paid after completing the period of employment with the entity. Retirement benefits or post-employment benefit plans can be classified into (i) Defined contribution plans and (ii) Defined benefit plans. The Group maintains defined benefit plans and therefore assumes the actuarial risk.

2.21Employee benefits

Long-term benefits are those benefits that must be paid more than twelve months after the end of the period in which the services were rendered. As of December 31, 2017, and 2018, the Group does not grant benefits in this category.

Termination benefits are those benefits payable as a result of (i) the entity’s decision to terminate the employee’s contract before the retirement date, and (ii) the employee’s decision to voluntarily accept the conclusion of the relationship of work.

Short-term benefits:

 

 a)Profit sharing

Current salaries and wages

Peruvian entitiesThe current remunerations are constituted by salaries, wages, contributions to social security, statutory bonuses and compensation for the time of the Group recognizeservices. Salaries, wages, and contributions to social security are settled on a liability and an expense for statutory workers’ profit sharing under laws and regulations currently in force. Workers’ profit sharing is equivalent to 5% or 8% of the taxable income determined separately by each of the Group’s Peruvian entities, according to the income tax currently in force. The branch based in the Dominican Republic has a similar profit sharing scheme, with a rate of 10% on the taxable income. For Chile, workers’ profit sharing is a component of remuneration (equivalent to 4.75 minimum salary per year) rather than a percentage based on profits. In Colombia and Guyana no such benefits are paid to workers. In Bolivia workers’ profit sharing is equivalent to aone-month salary and the total amount distributed cannot exceed 25% of company’s profits determined under local regulations.monthly basis.

b)Statutory bonuses

Entities of the Group recognize the expense and the related liability for statutory bonuses based on applicable laws and regulations effective in Peru, Chile, Bolivia, Guyana, and Colombia.

c)Severance Compensation

Employees’ severance In Peru bonuses correspond to two monthly payments, for timesettled one in July and one in December of service of the Peruvian Group staff comprise their indemnification rights, calculated in accordance with the regulations in force, which have to be deposited on bank accounts designated by workers in May and November each year.

The compensation for time of service amountscorresponds toone-month’s salary effective the indemnification rights of the staff, and is accrued based on the consideration of the service calculated according to the legislation in force in each country in which the entities that make up the Group operate and determine as follows: (i) in Peru it is equivalent to half the remuneration in force at the date of payment and this is effected by deposit in bank deposits. Thereaccounts designated by the workers in the months of May and November of each year; (ii) In Colombia, it is no such benefitequivalent to 8.33% of the monthly remuneration, (iii) in Bolivia, the calculation is made taking into account the average salary or wages of the last three months. In Chile and Guyana. The Group doesGuyana, this benefit is not have any additional payment obligation once the annual deposits are made of the amounts to which workers are entitled.available.

 

 d)b)Vacation leave

Annual paid absences

Annual vacation leave isholidays are recognized on an accrual basis. ProvisionThe provision for the estimated obligations of annual vacationsobligation resulting from the services rendered by employees is recognized aton the date of the consolidated statement of financial position and it corresponds tocorresponds; (i) one month for Peruvian employees andpersonnel in Peru, (ii) fifteen days for Dominicanpersonnel in Colombia, and Colombian employees per year. In Bolivia(iii) in the case of Chile, they are subject to the worker’s seniority and Chile vacation leave depends on seniority of a worker and rangesrange from fifteen to thirty days.

 

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 e)c)Pension plans

Workers’ profit sharing and incentives

The workers’ profit sharing is determined on the basis of the legal provisions in force in each country where the entities that make up the Group operate, as follows: (i) in Peru it is equivalent to 5% of the taxable base determined by each Company of the Group, in accordance with current income tax legislation, (ii) in Chile, workers’ participation is a component of the remuneration (equivalent to 4.75 minimum wages per year) and not a determinable percentage of the profit, (iii) in Colombia these benefits are not provided to employees.

Post-employment benefits

The indirect subsidiary CAMCam Chile Spa has in place a pension plan scheme withfor its workers. These commitments comprise both defined benefit and defined contribution plans. A defined benefit plan defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

staff. The liability recognized in the statement of financial position with respect to the defined benefit pension plan is measured based on the present value of the defined benefit obligation at the end of the reporting period less the fair value of planthe planned assets.

The present value of the defined benefit obligationobligations is determined by discounting the estimated future cash outflowsflows using the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms towith maturity approximatingperiods similar to the terms of the relatedobligations for pension obligation.plans. In countries where there is no deep market in such bonds,with instruments with similar characteristics, the market rates onrate of government bonds arewill be used.

Re-measurements arisingThe remeasurements that arise from experience adjustments and changes in the actuarial assumptions are charged or credited to equityrecorded in other comprehensive income in the period in which they arise.

(All amounts expressed in thousands of S/ unless otherwise stated)

Termination benefits

f)Restructuring Cost

The Group companiesentities recognize the liability and the expense for employees’ severance indemnitiespayments when they are incurred. Under Peruvian laws, in the event of an arbitrary termination of a worker, the related indemnities equal an additionalone-month salary and a half per each year actually worked by the terminated worker.

Under Colombian laws, this type of indemnities is determinedoccur, based on the salary. Under Chilean laws, termination indemnities equallegal provisions in force in each country. In accordance with the legislation of Peru, the compensation for arbitrary dismissal for personnel with an additional30-day salary perindefinite contract amounts to 1.5 times the monthly remuneration for each year actuallyworked.

In Colombian legislation, compensation depends on the remuneration received; in the legislation of Chile is granted compensation of 30 days of salary for each year worked up towith a maximum salary of 330 days.

 

2.222.23Other provisions

Provisions

 

 a)

General

Provisions are recognized when i) the Group has a present legal or constructive obligation as a result of past events; ii) it is probable that an outflow of resources will be required to settle the obligation; and iii) the amount has been reliably estimated. Provisions are reviewed at year - end. If the time value of money is significant, provisions are discounted using apre-tax rate that reflects, when applicable, the specific risks related to the liability. Reversal of the discount due to the passage of time results in the obligation being recognized with a charge to the income statement as a financial expense. Provisions are not recognized for future operating losses.

Contingent obligations are disclosed for possible obligations that are not yet determined towhen their existence will only be probable.confirmed by future events or their amount cannot be reliably measured. Contingent assets are not recognized, and are disclosed only disclosed if it is probable that futurethe Group will generate an income from economic benefits will flow toin the Company.future.

b) Provision for the closure of production wells

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b)

Provision for the closure of production wells

The subsidiary GMP S.A. recognizes a provision for the closure of operating units that correspond to the legal obligation to close oil production wells once the production phase has been completed. At the initial date of recognition, the liability that arises from saidthis obligation is measured at the amount of expected cash flowits fair value and discounted toat its present value, according to the same amountvaluation techniques established by IFRS 13, “Fair Value Measurement”, and is simultaneously charged to the intangible account in the consolidated statement of financial position.

Subsequently, the liability will increaseis increased in each period to reflect the financial cost considered in the initial measurement of the discount, and the capitalized cost is depreciated based on the useful life of the related asset. When a liability is settled, the Group’s entities willsubsidiaries recognize any gain or loss that may arise. The fair value changes estimated for the initial obligation and the interest rates used to discount the flows they are recognized as an increase or decrease ofin the carrying amountbook value of the obligation and relatedthe asset to which they relate to, any decrease in the provision, and any decrease of the asset that may exceed the carrying amount of said asset is immediately recognized in the income statement.consolidated statement of income.

If the review of the estimated obligation results in the need to increase the provision and, accordingly, increase the carrying amount of the asset, the Group’s entities willsubsidiaries should also take into consideration if the said increase corresponds to an indicator that the asset has been impaired and, if so, impairment tests are to be carried out (Note 2.16).

 

2.232.24

Put option arrangement

The Group has written put options oversubsidiary GyM S.A. signed a sale option contract on the equity of its subsidiary Morelco SAS (Note 33 b) which permitthat allows the holdershareholder to put theirreallocate its shares of the subsidiary back to the Group over a period of 10 -year period.years. The amount that may become payable under the option upon exercise is initially recognized at the present value of the redemption amount within otherreimbursement under “Other accounts payable with a corresponding chargepayable”, directly charged to equity. The charge to equity is recognizedrecorded separately as written put options oversubscribed on thenon-controlling interests,interest, adjacent to thenon-controlling interest in the net assets of the consolidated subsidiaries.

(All amounts expressed in thousands of S/ unless otherwise stated)

Subsequently, the financial liability is updated forby changes in the assumptions on which the estimatedestimation of the expected cash outflows wereflows is based and aby the financial component fordue to the passage of time. The effects of this update are recognized in the income statement as Other income/expense.results. In the event that the option expires unexercised,without being exercised, the liability is derecognizedwritten off with athe corresponding adjustment to equity.

 

2.242.25

Capital

Common shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, of the proceeds, net of taxes, of the proceeds.taxes.

WhereWhen any Group company purchases the Company’s equity shares (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company’s equity holders until the shares are cancelledcanceled, placed or reissued. WhereWhen such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects is included in equity attributable to the Group’s equity holders.

 

2.252.26

Revenue recognition from contracts with customers

Revenue is measuredRevenues from contracts with customers are recognized, for each performance obligation, either during a period of time or at a specific time, depending on which method best reflects the fair valuetransfer of control of the consideration receivedunderlying products or receivable. services to the obligation of particular performance with the client.

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The Group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow toincome through the entity; and when specific criteria have been met for eachapplication of the Group’s activities.five steps defined in the regulation i) identification of the contract with the client; ii) identification of performance obligations in the contract; iii) determination of the price of the transaction; iv) allocation of the transaction price for performance obligations; and v) recognition of income when (or as) a performance obligation is satisfied.

The Group’s revenueSubsequently, the Group policy of recognition policy is described as follows:of each type of income according to IFRS 15:

 

 i)Revenue from

Engineering and construction activities

The Company recognizes revenues from engineering and construction contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services.

Construction

Revenues from construction contracts are recognized using thepercentage-of-completion method which is based on the completion of a physical proportion of the overall work contract considering total costs and revenues estimated at the end of the project, in accordance with IAS 11, Construction Contracts.project. Under this method, revenues are determined based on the proportion of actual physical completion compared to the total contracted physical construction commitment.

The contract generates assets when the costs incurred are greater than the cost associated with those revenues. Otherwise liabilities are generated for the accrued costs not invoiced.

When it is probable that the total costs of the contract will be aboveexceed the related revenue, the expected loss will beis immediately expensed.recognized.

When the outcome of a construction contract profit cannot be estimated reliably, the associated revenue is recognized to the extent of costs incurred are recoverable. Revenue is billed once approval is received by the owners of the work in progress.

InRevenues for additional works come from a modification or instruction received from the statement of financial position, the Company shows the net position of each contract as an asset or a liability. A contract is considered an asset when the costs incurred plus recognized earnings less the sum of all the recognized losses and assessments exceed work in progress billings; this asset is shown in the statement of financial position as “Unbilled work in progress”; otherwise they are presented as a liability within “Trade accounts payables”.

A change order is an instruction by the customer forclient to make a change in the scope of work or the work to be performed under the contract thatprice, or both, and which may lead toresult in an increase or a decrease in contract revenue. A variationmodification is included in the contract revenue when it is probable that the customer willis likely to approve the variation andmodification, as well as when the amount of revenueincome arising from the variation; and the amount of revenuesuch modification can be reliably measured.

(All amounts expressed in thousands of S/ unless otherwise stated)

measured reliably.

A claim is an amount that the Group seeks to collect from the customer or third party as reimbursement for costs not included in the contract price. Claims are included in contract revenue only when negotiations have reached an advanced stage such that it is probable that the customer will accept the claim;cost incurred are recoverable and the amount that it is probable will be accepted by the customer can be measured reliably.reliably measured.

Engineering

Revenues from engineering services are recognized using the method of the level of progress on the basis of the progress or percentage of completion in the accounting periods in which the services are provided. In this type of income there is a single performance obligation, which is performed when the service is provided over time, based on the degree of progress.

 

 ii)Revenue from engineering, advisory, consulting services

Real-estate – Real estate, urban and other servicesindustrial lots

Revenues from service contracts are recognized in the accounting period in which they are performed using the percentageSale of completion method, calculated based on the percentage of costs incurred. Additionally, there are contracts whereby income is recognized as it is earned, regardless of when the related fees are received.Real estate

iii)Salesof real-estate properties

Revenue from sales of real estate properties is recognized inwhen control over the results of the period when sales occur, that is, when the properties are delivered and the risks and rewards inherent to ownership areproperty has been transferred to the buyer andclient with the collectiondelivery record. Revenue is measured based on the price agreed under the contract. Until this is met, the incomes received will be counted as customer advances. These sales contracts have two performance obligations: i) the one corresponding to the transfer of the property,

- 26 -


which includes the common areas of the building where these real estate are located, and ii) the one corresponding receivablesto the transfer of the common area outside the real estate assets but that are part of the real estate projects, which are recognized when the common area has been delivered.

Sale of urban lots

Revenue related to sales of urban lots is reasonably assured.recognized when control over the property is transferred to the customer. Until this is met, the incomes received will be recognized as customer advances. Revenue is measured based on the transaction price agreed under the contract. These sales contracts have a single performance obligation for the sale of lots, which is executed upon delivery of the sale of the assets.

Sale of industrial lots

Revenue related to sales of industrial lots is recognized when control over the property has been transferred to the customer. Until this is met, the incomes received will be counted as customer advances. These sales contracts have two performance obligations: i) transfer of the industrial lot and ii) urban authorization of the industrial lot.

 

 iv)iii)Revenue from IT services

Infrastructure

The saleIncome for provided services of computer equipment includes someoil and gas extraction, fuel dispatch and other services to be provided in a subsequent date to

Revenues from the asset sale as installation and maintenance. When sales agreements include multiple elements,provision of these services are recognized using the amountlevel of the revenue is attributed to each element based on their related fair values. The fair value of each element is determinedadvance method based on the market price prevailing for each elementprogress or percentage of completion in the accounting periods in which the provision of the service takes place. In this type of income there is a single performance obligation, which is performed when sold separately. the service is provided over time, based on the level of progress.

Income from the sale of oil and derivative products

Revenue derived from computer equipmentthe sale of goods is recognized when the related risks and rewards arecontrol of the assets is transferred to the customer, which occurs upon delivery. Revenue relating to each service element is recognized usingwhen the straight line method.goods are delivered. In this type of income there is only one performance obligation for the sale of oil; which is executed at the delivery of the goods.

v)Interest income

Interest income is recognized on a time-proportion basis, using the effective interest method.

vi)Revenue for concession services

RevenueIncome from concession services is

Revenues from concession services correspond to operation and maintenance services, and are recognized according to its nature. Construction and restoration activities are accounted for applying thepercentage-of-completion method as described above and operation and maintenance servicesnature in the accounting periodperiods in which the service is provided. In this type of income there is only one performance obligation, executed when they are provided (see Note 2.5).the service is provided.

 

2.262.27Construction contract costs

Recognition of cost and expenses

Construction contracts

The costs of construction contracts are recognized as an expense in the period in which they are incurred.

Contract costs include all direct costs such as materials, labor, subcontracting costs, manufacturing and supply costs of equipment,start-up costs and indirect costs. Periodically, the CompanyGroup evaluates the reasonableness of the estimates used in the determination of thepercentage-of-completion. If, as a result of this evaluation, there are modifications to the revenue or cost previously estimated, or if the total estimated cost of the project exceeds expected revenues, an adjustment is made in order to reflect the effect in results of the period in which the adjustment or loss is incurred.

When the outcome of a construction work cannot be estimated reliably, the revenue of the contract is recognized only up to the amount of the contractual costs incurred and that are likely to be recovered.

(All amounts expressed- 27 -


Costs for sale of oil and derivative products

The costs of the services rendered and the costs of sales of petroleum and derivative products are recognized when they are incurred, simultaneously with the recognition of related revenues. Other costs and expenses are recognized as they accrue, regardless of when they are paid and are recorded in thousandsthe accounting periods to which they relate.

Costs for concession operation services

The costs of S/ unless otherwise stated)

the operation and maintenance services are recognized when they are incurred, simultaneously with the recognition of related revenues. Other costs and expenses are recognized as they are accrued, regardless of when they are paid and are recorded in the accounting periods with which they are related.

 

2.272.28

Leases

 

 a)

The Group as a lessee

Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases, including prepayments (net of any incentives received from lessor) are charged torecognized in the consolidated income statement under the straight-line method over the lease term. The Group’s major kinds of operating leases are leases of machinery, computer equipment, printing equipment, among others.

Finance leases

Leases in which the Group assumes substantially all the risks and rewards of ownership of an asset are classified as finance leases. Each lease payment is allocated between the liability and finance charges so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The corresponding rental obligations, net of finance charges, are included in other payables, short- and long-term in the consolidated statement of financial position.

The interest element of the finance cost is charged to the consolidated income statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases isare depreciated over the useful life of the asset or the lease term.

 

 b)

The Group as a lessor

The Group only has operatingOperating leases and the leased assets are stated in the statement of financial position based on the nature of the asset. Revenue from operating leases are recognized under the straight-line method over the lease term and the incentives given to lessees reduce the revenue obtained from leases.

 

2.282.29

Dividend distribution

Dividend distribution to the Company’sGroup shareholders is recognized as a liability in the financial statements in the period in which the dividends are approved by the Company’s shareholders.approved.

 

2.292.30

Significantnon-operating items

Significantnon-operating items are separately shown in the financial statements when they are necessary to provide a morean adequate understanding of the Group’s financial performance. These material items are income or expenses shown separately due to their nature or significant amount.

 

- 28 -


2.302.31

Restatement of Consolidated Financial Statementsthe Statement of Income as of December 31, 2017

Company Management identified the need to make adjustments to theThe consolidated financial statementsstatement of income for the year 2015, so proceed to correct and restructure the financial statements as ofended December 31, 20152017 included the net gain on the sale of our former subsidiary GMD (S/218.3 million (US$64.6)) under the “Gain from the sale of investments” line item, rather than the “Profit from discontinued operations” line item in the items detailed below:accordance with IAS 8, Accounting Policies, changes in Accounting Estimates and errors, such amount has been restated in application of IFRS 5 paragraph 33 a).

 

      2015  Adjustment  2015 
            

Restated

See Note 2.30

 

Asset Restated

     

Trade accounts receivables, net

   (1  1,050,791   (8,336  1,042,455 

Unbilled work in progress, net

   (1  1,319,187   (40,960  1,278,227 

Other accounts receivable

   (1  824,589   (3,872  820,717 

Investments in associates and joint ventures

    646,884   (9,879  637,005 

Intangible assets, net

    881,020   (2,734  878,286 

Deferred income tax asset

   (3  173,851   (26,006  147,845 

Liability Restated

     

Provisions

    35,618   11,842   47,460 

Deferred income tax liability

   (3  101,664   (2,501  99,163 

Other liabilities

    5,671,484   4   5,671,488 

Equity Control Entity

     

Translation Adjustment

   (2  (129,059  (14,725  (143,784

Profit (loss) for the period

    88,153   (81,057  7,096 

Minority Interest

    528,489   (5,350  523,138 

Gross profit

   (1  702,805   (52,831  649,974 

Other expenses / other income, net

    (364,382  (5  (364,387

Financial expenses/income

    (138,695  —     (138,695

Share of the profit or loss in associates and joint ventures under the equity method accounting

    17,603   (9,879  7,724 

Income Tax

   (3  (75,619  (23,408  (99,027
   

 

 

  

 

 

  

 

 

 

Profit (Loss) for the period

    141,712   (86,123  55,589 
   

 

 

  

 

 

  

 

 

 

Profit (Loss) attributable to:

     

Equity holders of the Company

    88,154   (81,057  7,097 

Non-controlling interest

    53,558   (5,066  48,492 
   

 

 

  

 

 

  

 

 

 
    141,712   (86,123  55,589 
   

 

 

  

 

 

  

 

 

 
   2017
Audited
   Restatement
GMD (i)
   2017
Restated
 

Revenues

   6,080,142    —      6,080,142 

Operating costs

   (5,407,355   —      (5,407,355
  

 

 

   

 

 

   

 

 

 

Gross profit (loss)

   672,787    —      672,787 

Administrative expenses

   (429,181   —      (429,181

Other (expenses) income, net

   (20,545   —      (20,545

Gain (loss) from the sale of investments

   274,363    (218,264   56,099 
  

 

 

   

 

 

   

 

 

 

Operating profit (loss)

   497,424    (218,264   279,160 

Financial expenses

   (185,445   —      (185,445

Financial income

   15,407    —      15,407 

Share of the profit or loss in associates and joint ventures

   1,327    —      1,327 
  

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax

   328,713    (218,264   110,449 

Income tax

   (123,037   63,940    (59,097
  

 

 

   

 

 

   

 

 

 

Profit (loss) from continuing operations

   205,676    (154,324   51,352 
  

 

 

   

 

 

   

 

 

 

Profit from discontinued operations

   3,562    154,324    157,886 
  

 

 

   

 

 

   

 

 

 

Profit of the year

   209,238      209,238 
  

 

 

     

 

 

 

Earnings per share attributable to owners of the Company during the year

   0.225      0.225 
  

 

 

     

 

 

 

Loss per share from continuing operations attributable to owners of the Company during the year

   0.220      (0.014
  

 

 

     

 

 

 

 

(i)(1)The Company performed a review

In application of IAS 8 paragraph 42, line items affected of the estimates madeStatement of the work in progress, as well as impairments to the accounts receivable, determining the need to make adjustments to the account balances.Income are disclosed.

2.32(2)The Goodwill of Morelco S.A. during 2015 was recorded using the group the functional currency (soles). In the review conducted in

Reclassified discontinued operations from 2016 it was identified that the registration should be made in the currency of the subsidiary, generating a conversion adjustment.

(3)Likewise, a review of deferred tax assets was conducted, determining the need to record adjustments in accordance with the adjustments described above.and 2017

As a resultpart of the recordingdivestment process, the results of these adjustments inoperations of the consolidated financial statements as offollowing entities have been reclassified to discontinued operations for the year ended December 31, 2015, the Company’s equity decreased by approximately S / 86 million.2016 and 2017: i) sale of investments in subsidiaries completed in 2018 (Stracon GyM S.A., CAM Chile SpA, CAM Servicios del Peru S.A., and; ii) planned sale of subsidiary Adexus S.A. See Note 37. These reclassifications have no effect on net profit (loss) as previously reported.

 

3ADOPTION OF NEW INTERNATIONAL FINANCIAL INFORMATION REGULATIONS (IFRS),

STANDARDS, AMENDMENTS, AND INTERPRETATIONSINTERPRETATION ADOPTED IN 2018

 

3.1.Standards,

Current standards, amendments, and interpretations adopted by the Group

The Company has adopted as of January 1, 2016 the following current standards, amendments to the IFRSspolicies and amendments to IFRSs considered forinterpretations were adopted by the first time in the preparation of the financial statements:

(All amounts expressed in thousands of S/ unless otherwise stated)

Group on January 1, 2018:

 

Annual improvements to

IFRS 2012-2014 cycles, which has required additional minor disclosures.

Acquisition of interest in an entity, amendment to IFRS 11 ‘Joint Arrangements’, this amendment clarifies that a joint operator that acquires an asset or group of assets in a joint operation that represents a business in accordance with IFRS 3, applies the principles of IFRS 3 when accounting for the business combinations of the acquisition. This will result in a separate recognition of goodwill, if any arise in the acquisition. If the asset or group of assets acquired does not constitute a business, the principles of IFRS 3 do not apply.

The amendment also clarifies that a joint operator that increases its interest in an existing joint operation in which the operator retains joint control does not again measure the interest previously held in the joint operation

Amendments to the disclosure initiatives, IAS 1 ‘Presentation of the9, financial statements’. The amendments intend to clarify a series of disclosure requirements that cover:

The disclosure of significant accounting policies;

The application of materiality to the financial statements;

Presentation of subtotals;

Information to be presented in the other comprehensive income section of the performance statement; and

The structure of financial statements.

The adoption of these changes did not have a material impact on the current year or prior years’ balances and they are not likely to affect future periods; however, the Group will give continuous consideration to the areas addressed in the amendments to help clear and concise information.

3.2.New standards, amendments and interpretations effective for financial statements of annual periods beginning on or after January 1, 2017 which have not been early adopted

Amendments to IAS 7 “Statement of cash flows” requires the Group to include an additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing activities.

Amendments to IAS 12 “Income taxes” clarifiesinstruments comprise mainly: i) the requirements for recognizing deferred tax assets on unrealized losses ii) the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base and iii) certain other aspects of accounting for deferred tax assets. These amendments are effective for annual financial periods beginning on or after January 1, 2017 and early application is permitted. The Group does not expect these amendments may have a significant impact on its financial statements.

IFRS 9, “Financial instruments”, addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 on the classification and measurement of financial instruments.

The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The Group does not expect that the changes in IFRS 9 may have a material impact on its criteria of classification and measurement of financial assets and liabilities.financial liabilities; ii) the new impairment model for the recognition of expected credit losses; and iii) the new hedge accounting model.

IFRS 15, income resulting from revenues from contracts with customers, outlines a single integral model for the entities that will be used in accounting for the income derived from contracts with customers. It replaces the previous income recognition guide, including IAS 18, income, IAS 11, construction contracts and related interpretations.

The amendments to IFRS 15 clarify how to: i) identify a performance obligation in a contract; ii) determine if a company is a director or an agent and iii) determine whether the income from the granting of a license should be recognized at a specific time or over time. In addition, the amendments to IFRS 15 include two additional transition exceptions.

The amendments to IFRS 2, payment on the basis of the shares, provide accounting requirements for i) the effects of the conditions of becoming and not becoming a beneficiary (Vesting andno-Vesting) in the measurement of cash payments settled on the basis of shares; ii) payment transactions based on shares with a net settlement characteristic for the withholding tax obligations; and iii) a modification of the terms and conditions of a payment based on assets that change the classification of a payment transaction in cash to payment in equity.

The amendments to IAS 28, investments in associates and joint ventures, clarify that the choice to measure at fair value through profit or loss an investment in an associate or a joint venture that retains an entity that is a capital organization of the risk, or other qualifying entity, is available for each investment in an associate or joint venture on the basis of investment by investment, after its initial recognition.

Interpretation of IFRIC 22, Transactions in foreign currency and anticipated consideration, clarifies that: i) the date of the transaction, in order to determine the exchange rate, is the date of initial recognition of thenon-monetary asset paid in advance and of the liability for deferred income; and ii) if there are several payments or collections in advance, a transaction date is established for each payment or collection.

Transfers of real estate investments (amendments to IAS 40, real estate investments) state that an entity will transfer real property to, or from, real estate investments when, and only when, there is evidence of a change in use. A change in use occurs if the property meets, or fails to meet, the definition of real estate investment. A change in management’s intentions for the use of a property by itself does not constitute evidence of a change in use.

Current standards, amendments, and interpretations adoption did not have a significant impact on the Group’s financial statements, except for IFRS 9, IFRS 15 and the amendments to IFRS 15, described below.

IFRS 9 “Financial Instruments”

 

a)

Transition

IFRS 9, financial instruments, replaced IAS 39, financial instruments: recognition and measurement and was applied in accordance with the transitional provisions of IFRS 9, which require an entity to apply IFRS 9 in accordance with IAS 8, Accounting policies, change in accounting estimates and errors. The transitional provisions of IFRS 9 for the classification and measurement of financial assets and financial liabilities require an entity to retrospectively apply the requirements of IFRS 9.

In accordance with the optional exception of IFRS 9, the Group chose not to redo comparative figures.

IFRS 9 does not apply to financial assets and financial liabilities that have been written off on the date of the initial adoption (i.e. the date an entity applies IFRS 9 for the first time), which for the Group corresponds to January 1, 2018).

b)

Main changes

In general, the main changes introduced by IFRS 9 relating to the classification and measurement of financial assets, the introduction of a new impairment model based on expected credit losses (instead of losses incurred under IAS 39) and the accounting treatment of hedges.

- 29 -


Classification and measurement of financial assets and liabilities

The table below explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of financial assets of the Group and financial liabilities as of January 1, 2018:

   

IAS 39

   

IFRS 9

 
Financial assets  

Measurement

category

  Balance   

Measurement

category

  Balance 

Cash and cash equivalents

  Loans and accounts receivables   626,180   Amortized cost   626,180 

Trade accounts receivables and other account receivables

  Loans and accounts receivables   1,447,629   Amortized cost   1,447,629 

Unbilled work in progress

  Loans and accounts receivables   672,163   Amortized cost   672,163 

Financial assets related to Concession arrangements

  Loans and accounts receivables   952,780   Amortized cost   952,780 

Accounts receivable from related parties

  Loans and accounts receivables   874,682   Amortized cost   872,110 

Other accounts receivable

  Fair value through profit or loss   181   Fair value through profit or loss   181 
   

IAS 39

   

IFRS 9

 
Financial liabilites  

Measurement

category

  Balance   

Measurement

category

  Balance 

Other financial loans

  Amortized cost   1,561,754   Amortized cost   1,561,754 

Finance leases

  Amortized cost   128,309   Amortized cost   128,309 

Accounts payable and other accounts payable

  Amortized cost   2,054,217   Amortized cost   2,054,217 

Accounts payable to related parties

  Amortized cost   81,128   Amortized cost   81,128 

Derivative financial instruments used in hedging transactions

  Fair value through other comprehensive income   383   Fair value through other comprehensive income   383 

c)

New Impairment Model

The model of credit loss incurred by IAS 39 was replaced by the expected credit loss model by IFRS 9. The expected credit losses are the present value of all unpaid amounts over the expected life of the financial instrument.

The new impairment model generally requires entities to recognize the expected credit losses in gains and losses for all financial assets, including those that originated or acquired recently. Although IFRS 9 does not require recognition of a provision for the loss in the initial recognition of the new financial asset, it is required for the following reporting date. This treatment is different from that of IAS 39, which did not require recognizing any impairment unless and until a loss event occurred after the initial recognition of the financial asset.

Under IFRS 9, impairment is measured as i) expected credit losses in 12 months; or ii) expected credit losses over the life of the instrument.

The Group applies the simplified approach (which estimates the lifetime loss of the financial instrument), for the commercial debtors of the Real Estate business line of income, and the general approach for trade accounts receivable, pending work in progress receivable and other accounts receivable; the same that requires evaluating whether or not a significant increase in risk exists to determine whether the loss should be estimated based on 12 months after the reporting date or during the entire life of the asset.

- 30 -


The Group has established a policy to conduct an evaluation, at the end of each reporting period, to identify whether the asset has suffered a significant increase in credit risk since the initial date. Both the credit losses expected at 12 months and the expected credit losses during the life of the asset are calculated individually or collectively, depending on the nature of the portfolio.

d)

Hedge accounting

As permitted by IFRS 9, the Group continues to apply the requirements contained in IAS 39 for hedge accounting.

At the beginning of a hedging operation, the Group documents the relationship between the hedging instruments and the elements covered, as well as its risk management objectives and its strategy for carrying out various hedging transactions. The Group also documents its assessment, both at the beginning of the hedges and subsequently as to whether the derivative financial instruments used in hedging transactions are highly effective in offsetting changes in the fair values or cash flows of the hedged items.

The effective portion of changes in the fair value of derivative financial instruments that are designated as hedges of a particular risk associated with a recognized asset or liability or with a highly probable projected transaction is recognized in Other Comprehensive Income (OCI). The gain or loss related to the ineffective part, if any, is recognized immediately in the consolidated statement of profit and loss.

The realized gain or loss recognized in the settlement of a hedging instrument designated as a cash flow hedge will be reclassified to the gains on the same basis as the cash flows received from the hedged item. When a hedging instrument no longer meets the criteria for hedge accounting, the accumulated gains or losses existing in OCI at that time are recognized in the profits immediately.

IFRS 15 “Revenue from Contracts with Customers” and amendments of IFRS 15

IFRS 15 introduces a5-step model for revenue recognition for contracts with customers”, it replaces IAS 18 “Revenue” and IAS 11 “Construction contracts” and the related interpretations.

The new standard is based on the principlecustomers. This model requires that income is recognized when the control of a good or service is transferred to a customer, in such a way that the notion of control replaces the existing notion of risks and benefits. The new standard establishes a new five-step process that guides the revenue recognition, these are: (i) identify contracts with customers, (ii)an entity: 1) identify the contract with the client; 2) identify performance obligation, (iii)obligations related to that contract; 3) determine the transaction price of the contract, (iv) allocate thecontract; 4) assigning said transaction price to each ofamong the performance obligations; and (v)5) recognize income when (or as) the income as each performance obligation is satisfied

(All amounts expressedobligations are met. In addition to recognition and measurement, IFRS 15 also provides new requirements in thousands of S/ unless otherwise stated)

the presentation and disclosures.

 

a)

Transition

The Group chose to adopt IFRS 15 using the modified retrospective method, with the recognition of transitory adjustments in the opening of retained income at the date of initial application (January 1, 2018), without restating comparative figures.

IFRS 15 provides for certain optional practical expedients, including those related to the initial adoption of the standard. The Group applied the following practical expedients after the adoption of IFRS 15 may haveflow-on effects on the entity’s business practices regarding systems, processes and controls, compensation and bonus plans, contracts, tax planning and investor communication.January 1, 2018:

Practical Resource

Description

ContractThe Group applied IFRS 15 retrospectively only to contracts that have not been completed as of January 1, 2018.
Contract modifications

The Group did not separately evaluate the effects of each contract modification before January 1, 2018. Instead, it reflects the cumulative effect of all modifications that occurred prior to January 1, 2018, when:

i) satisfied and unsatisfied performance obligations were identified;

ii) the prices of the transaction were determined, and

iii) the transaction price was assigned to satisfied and unsatisfied performance obligations.

- 31 -


The standard is effective for annual periods beginning on or afterGroup evaluated the impact of the adoption of IFRS 9 and IFRS 15 in its consolidated financial statements; the impacts in Equity as of January 1, 2018, and early application is permitted.are shown as follows:

The Group is

   As of 1 January 2018 
   IAS 18/39
Balance
   IFRS 9
Adjustments
   IFRS 15
Adjustments
   IFRS
Balance
 

Retained earnings

   589,167    (2,572   (49,992   536,603 

As a result of the evaluation of IFRS 15, an adjustment of S/49.99 million has been made, which corresponds mainly to the reversal of variable considerations that came from customer claims for reimbursement of costs that are currently in the process of estimatingarbitration. In relation to the effectsevaluation of IFRS 9, S/2.57 million was adjusted corresponding to the impairment of financial assets with related parties. The adoption of the new standards did not affect the other comprehensive results.

The new accounting policies on revenue recognition are described in note 2.26.

3.2.

Standards and amendments issued to be adopted at a later date

The following standard has been issued and is applicable to the Group for annual periods as of January 1, 2019, and after, its early application is permitted for entities that adopted IFRS 15:

IFRS 16, leases, provides a complete model for the identification of lease agreements and their treatment in the financial statements of both tenants and lessors. It will replace IAS 17, leases, and its interpretation guides.

Considerations in the application of IFRS 16:

It is required that IFRS 16 be applied for annual reporting periods as of January 1, 2019. The Group is not adopting IFRS 16 in advance.

IFRS 16 introduces a single-lease accounting model for lessees that will result in the recognition in the balance sheet of most of its leases with few potential exceptions. The Group expects that the adoption of IFRS 16 will result in a substantial increase in its assets and liabilities due to the recognition of assets for the right to use the underlying asset and a lease liability that reflects the present value of the lease payments futures. The depreciation expense of theright-of-use asset and the interest expense of the lease liability will replace the operating lease expenses recognized in IAS 17.

During the year 2018, the Group evaluated the impact of the application of IFRS 15;16 in its assessment is being conducted by operating segment: engineering and construction, infrastructure, real estate, technical services and parent company operation. At December 31, 2016,consolidated financial statements. In this way, the Group has conducted qualitative assessment to identify impacts.

The Group estimates thatis reviewing its leasing portfolio and is working on the current procedurechange of revenue recognition defined according to its typescertain internal processes and controls, including the implementation of ordinary activities will not be materially different from the current definition of the standard that is based on compliance with performance obligations, whether for a period or a point in time.

new lease management and accounting system. The Group is in the process ofalso evaluating the methodologyoptions of transition and the practical resources available in IFRS 16.

The following amendments to be used for the transition of IFRS 15. At this point, despite the qualitative evaluation,standards have been issued and are applicable to the Group cannot reasonably estimate the quantitative impacts that this standard would have on the financial statements.for its annual periods as of January 1, 2019, and subsequently, its early application is permitted:

 

The functions of a prepayment with negative compensation (amendments to IFRS 16 “Leases”,9, financial instruments) allow financial assets with a prepayment option that could result in the holder of the option receiving compensation for early termination to meet the single payments of the principal and interest if certain specific criteria are met.

Long-term interests in associates and joint ventures (amendments to IAS 28, investments in associates and joint ventures) clarify that an entity applies IFRS 9, including its impairment requirements, to long-term investments in an associate or joint venture which is part of the net investment in the associate or joint venture, but to which the equity participation method is not applied.

Amendments to IFRS 3, business combinations, indicate that an entity will reimburse its previously held interest in a joint operation when it obtains control of the business.

Amendments to IFRS 11, joint agreements, indicate that an entity will not reimburse its previously held interest in a joint operation when it obtains joint control of the business.

Amendments to IAS 12, income tax, clarify that all the consequences of dividend income tax (that is, the distribution of profits) must be recognized in profit or loss, regardless of how the tax arises.

- 32 -


Amendments to IAS 23, borrowing costs, clarify that, if a specific loan is still pending after the related asset is ready for its intended use or sale, that loan becomes part of the funds that an entity borrows in general when calculating the capitalization rate on general loans.

Modification of the plan, reduction or liquidation (amendments to IAS 19, benefits for employees) specifies how an entity determines pension expenses when changes occur in a defined benefit pension plan. When carried out - a correction, restriction or settlement - IAS 19 requires an entity to set aside its net defined benefit or net asset liability. The amendments require an entity to use the updated assumptions of this standard replacesremeasurement to determine the current rules relating tocost of the treatmentservice and the net interest for the rest of leases IAS 17 “Leases” andthe reporting period after the change in the plan.

It is not expected that other IFRS or IFRIC 4 “Contractsinterpretations that are not yet implemented may containhave a lease” and other related interpretations.

IFRS 16 is effective for financial periods beginningsignificant impact on or after January 1, 2019; early application if permitted provided IFRS 15 is also early adopted. The Group is presently evaluating the impact of these standard on the preparation of its consolidated financial statements.

 

IFRIC 22, “Foreign currency transactions and advance consideration”, the new interpretation clarifies which date should be used for translation when a foreign currency transaction involves an advance payment/receipt.

This interpretation will impact all entities that enter into foreign currency transactions for which consideration is paid or received in advance.

This interpretation is effective for financial periods beginning on or after January 1, 2018; early application is permitted. The Group is evaluating whether the changes introduced in IFRIC 22 may have a material impact on the qualifying criteria of “date of transaction” at their engineering and construction segment, which is the one with significant advances balances.

IFRIC 23 “Uncertainty over income tax treatments”, it clarifies how the recognition and measurement requirements of IAS 12 ‘Income taxes’, are applied on the recognition and measurement of a tax liability or asset in circumstances where there is uncertainty in the application of the tax law in concern.

The Group is required to consider whether it is probable that a taxation authority will accept an uncertain tax treatment. If an entity concludes that it is not probable that the treatment will be accepted, it should reflect the effect of the uncertainty in its income tax accounting in the period in which that determination is made.

This IFRIC is effective for financial periods beginning on or after January 1, 2019 and early application is permitted. The Group is evaluating the impact of this standard on its financial statements.

(All amounts expressed in thousands of S/ unless otherwise stated)

No other IFRS or IFRIC interpretations not yet effective are expected to have a material impact on the Group’s financial statements.

(All amounts expressed in thousands of S/ unless otherwise stated)

4

FINANCIAL RISK MANAGEMENT

Financial risk management is carried out by the Group’s Management. Management oversees the general management of risks in specific areas, such as foreign exchange rate risk, price risk, cash flow, and fair value interest rate risk, credit risk, the use of derivative andnon-derivative financial instruments and the investment of excess liquidity as well as financial risks and carries out periodic supervision and monitoring.

 

4.1

Financial risk factorsRisk Factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk.

The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures in one of its subsidiaries and considers the use of other derivatives in the event that it identifies risks that may generate an adverse effect for the Group in the short and medium-term.

 

 a)

Market risks

 

 i)

Foreign exchange risk

The Group is exposed to exchange rate risk as a result of the transactions carried out locally in foreign currency and due to its operations abroad. As of December 31, 20162017, and 2015,2018 this exposure is mainly concentrated in fluctuations of U.S. dollar, the Chilean and Colombian Pesos. The foreign exchange risk of the investments in Mexico, Bolivia, and Panama are not significant due to the volume of operations.

At December 31, 2016,2018, the consolidated statement of financial position includes assetsthe following:

   2017   2018 
   S/(000)   USD(000)   S/(000)   USD(000) 

Assets

   1,851,309    570,511    2,273,132    674,753 

Liabilities

   1,982,007    610,788    2,042,176    604,383 

- 33 -


The Group’s exchange gains and liabilities in foreign currency (mainly in U.S. dollars) equivalent to S/2,770.9 million and S/2,708.3 million, respectively (S/1,659 million and S/2,404 million, respectively, at December 31, 2015) equivalents to US$826.6 million and US$806 million, respectively (US$486.7 million and US$704.5 million, respectively at December 31, 2015).

During 2016,losses for the Peruvian Sol, the Chilean and Colombian Pesos were exposedexposure against the U.S. dollar. The Group’s exchange gains and losses for 2016 amounted to S/761.8 million and S/774.3 million, respectively (S/427.2 million and S/510.1 million, respectively, in 2015 and S/357.3 million and S/401.6 million, respectively in 2014).dollar was:

   2016   2017   2018 

Gain

   742,930    329,751    382,104 

Loss

   (755,680   (323,927   (405,380

If at December 31, 20162018 the Peruvian Sol, and the Chilean and Colombian Pesos had strengthened/weakened by 2% against the U.S. dollar, with all other variables held constant, thepre-tax profit for the year would have increased/decreased by S/0.5 million (S/0.1 million in 2017 and S/0.3 million (S/1.7 million in 2015 and S/0.9 million in 2014)2016).

At December 31, 2016 theThe consolidated statement of changes in equity comprises a foreign currency translation adjustment originated by its subsidiaries. TheirThe statement financial position includes assets and liabilities in functional currency equivalent to CLP$75,561.3 million and CLP$87,221.1 million, respectively (CLP$85,238 million and CLP$80,378 million, respectively at December 2015), COP$169,774.8 million and COP$166,091.8 million, respectively (COP$265,370 million and COP$309,446, respectively at December 2015).to:

   2017   2018 
   Assets   Liabilities   Assets   Liabilities 

CLP

   77,199,082    74,447,874    48,129,848    49,728,313 

COP

   101,300,811    74,319,654    163,560,697    76,978,655 

The Group’s foreign exchange translation adjustment for 2016 amounted to S/0.6 million (expenses2018 was positive for S/44.65.7 million (negative for S/11.3 million in 2015 and S/20.5 million in 2014)2017).

(All amounts expressed in thousands of S/ unless otherwise stated)

 

 ii)

Price risk

Management considers that the exposure of the Group to the price risk of its investments in mutual funds, bonds, and equity securities is low since the invested amounts are not significant. Any fluctuation in their fair value will not have any significant impact on the balances reported in the consolidated financial statements.

 

 iii)

Cash flow and fair value interest rate risk

The Group’s interest rate risk mainly arises from its long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain most of its borrowings at fixed rate instruments; 52.8%46.9% of total debt in 2016 (72.7%2018 (57.8% in 2015)2017) was contracted at fixed rates and 47.2%53.1% at variable rates (27.3%(42.2% in 2015)2017) which consisted of a 18.0%27.7% fixed rate plus VAC (adjusted for inflation) and the remaining 29.2%25.4% at a variable rate (23.6%(22.9% fixed rate + VAC and the remaining 3.7%19.3% at a variable rate in 2015)2017).

The debt subject to fixed rate plus VAC is related to a bond issued in Peruvian solesSol to finance the GyM FerrovíasFerrovias Project, Metro Line 1 (Note 20). Any increase in the interest rate resulting from higher inflation will have no significant impact on the Group’s profit because these revenues are also adjusted for inflation.

During 20162018 and 20152017 borrowings at variable rates are denominated in Peruvian SolesSol, and U.S. dollars and the Group’s policy is to manage their cash flow risk by using interest-rate swaps, which are recognized under hedge accounting. However, regarding the variable rate loans related to GSP (Note19-a) 19 a-ii), Management decided to assume the risk since it expects topre-pay them before due.

If at December 31, 2016,2018, the liborLibor rate plus 3three months had increased/decreased by 5%, with all other variables held constant, thepre-tax profit for the year would have increased/decreased by S/1.40.75 million (there was not a material effect on the Group’s results(S/0.49 million in 2015)2017). ThereIn 2018 and 2017 there was no materialsignificant ineffectiveness onin the cash flow hedges occurred in fiscal years 2016 and 2015.hedge.

 

- 34 -


 b)

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as customer credit counterparties, including the outstanding balance of accounts receivable and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.

With respectConcerning to loans to related parties, the Group has measures in place to ensure the recovery of these loans through the controls maintained by the Corporate Finance Management and the performance evaluation conducted by the Board.

No credit limits were exceeded during the reporting period, and Management does not expect the Group to incur any losses from the performance by these counterparties, except for the ones already recorded at the financial statements.

 

 c)

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate number of sources of committed credit facilities and the capacity to close out positions in the market. Historically, the Group cash flows enabled it to maintain sufficient cash to meet its obligations. However, as of December 31, 2016, the Group started to experienced liquidity risk due to the early termination of the GSP concession agreement and the obligations assumed (Note 16a-i). As a consequence, the Group has started a disinvestment plan to be able to meet the obligations resulting from this scenario (Note 37).

(All amounts expressed in thousands of S/ unless otherwise stated)

Group Corporate Finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn borrowing facilities (Note 19), so that the Group does not breach borrowing limits or covenants, where applicable, on any of its borrowing facilities. Less significant financing transactions are controlled by the Finance Management of each subsidiary.

Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal statement of financial position ratio targets and, if applicable, external regulatory or legal requirements; for example, foreign currency restrictions.

Surplus cash held by the operating entities over the balance required for working capital management areis invested in interest-bearing checking accounts or time deposits, selecting instruments with appropriate maturities and sufficient liquidity.

The table below analyzes the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the date of the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

 

  Less than 1
year
   From 1 to
2 years
   From 2 to
5 years
   Over
5 years
   Total   Less than   1-2   2-5   More than     

At December 31, 2015

          
  1 year   years   years   5 years   Total 

At December 31, 2017

          

Other financial liabilities (except for finance leases)

   1,102,855    181,729    223,713    —      1,508,297    1,003,500    336,913    290,253        1,630,666 

Finance leases

   157,957    118,311    42,513    10,431    329,212    72,864    41,877    24,022    638    139,401 

Bonds

   69,823    82,916    217,418    1,445,187    1,815,344    109,746    148,986    353,349    1,272,647    1,884,728 

Trade accounts payables

   1,635,762    —      —      —      1,635,762    1,453,046    —      —      —      1,453,046 

Accounts payables to related parties

   77,832    19,728    —      408    97,968    55,174    25,954    —      —      81,128 

Other accounts payables

   181,113    36,456    121,678    —      339,247    153,498    34,527    371,976    —      560,001 

Othernon-financial liabilities

   —      2,331    —      —      2,331        383    —      —      383 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   3,225,342    441,471    605,322    1,456,026    5,728,161    2,847,828    588,640    1,039,600    1,273,285    5,749,353 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

At December 31, 2016

          

Other financial liabilities (except for finance leases)

   1,936,825    128,508    173,145    —      2,238,478 

Finance leases

   127,496    85,989    26,780    19,506    259,771 

Bonds

   113,299    180,431    365,697    1,334,485    1,993,912 

Trade accounts payables

   1,276,617    —      —      —      1,276,617 

Accounts payables to related parties

   80,217    28,082    37,238    —      145,537 

Other accounts payables

   303,827    49,064    143,655    —      496,546 

Othernon-financial liabilities

   —      1,081    —      —      1,081 
  

 

   

 

   

 

   

 

   

 

 
   3,838,281    473,155    746,515    1,353,991    6,411,942 
  

 

   

 

   

 

   

 

   

 

 

 

   Less than   1-2   2-5   More than     
   1 year   years   years   5 years   Total 

At December 31, 2018

          

Other financial liabilities (except for finance leases)

   816,122    273,079   129,233    41,577    1,260,011

Finance leases

   15,151    7,489    14,094    —      36,734 

Bonds

   111,080    153,287    355,667    1,174,404    1,794,438 

Trade accounts payables

   1,079,531    —      —      —      1,079,531

Accounts payables to related parties

   55,941    21,849    —      —      77,790 

Other accounts payables

   116,806    17,777    338,627    —      473,210 

Other non-financial liabilities

   —      61    —      —      61 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   2,194,631    473,542    837,621    1,215,981    4,721,775 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

- 35 -


4.2

Capital management risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. As described at Note 1, in 2016In 2017 the current situation of the Company, hasGroup had lead Management to monitor deviations that might cause thenon-compliance of covenants and may hinder renegotiation of liabilities(Note19-a and Note37-c)(Note19-a).

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital based on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current andnon-current borrowings), less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated statement of financial position plus net debt.

(All amounts expressed in thousands of S/ unless otherwise stated)

As of December 31, 20162017, and 2015,2018, the gearing ratio is presented below indicating the Company’sGroup’s strategy to keep it in a range from 0.10 to 0.70.

As of December 31, the gearing ratio was as follows:

  2015   2016   2017   2018 

Total financial liabilities

   2,575,447    3,348,152 

Total financial liabilities and bonds

   2,637,630    2,139,714 

Less: Cash and cash equivalents

   (554,002   (606,950   (626,180   (801,140
  

 

   

 

   

 

   

 

 

Net debt

   2,021,445    2,741,202    2,011,450    1,338,574 

Total equity

   3,081,912    2,489,737    2,589,078    2,489,931 
  

 

   

 

   

 

   

 

 

Total capital

   5,103,357    5,230,939    4,600,528    3,828,505 
  

 

   

 

   

 

   

 

 

Gearing ratio

   0.40    0.52    0.44    0.35 
  

 

   

 

   

 

   

 

 

 

4.3

Fair value estimation

For the classification of the type of valuation used by the Group for its financial instruments at fair value, the following levels of measurement have been established.

 

•  

Level 1:Measurement based on quoted prices in active markets for identical assets or liabilities.

•  

Level 2:Measurement based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

•  

Level 3:Measurement based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs, generally based on internal estimates and assumptions of the Group).

Level 1: Measurement based on quoted prices in active markets for identical assets or liabilities.

Level 2: Measurement based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3: Measurement based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs, generally based on internal estimates and assumptions of the Group).

- 36 -


The table below shows the Group’s assets and liabilities measured at fair value aton December 31, 20152017, and 2016:2018:

 

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Total 

At December 31, 2015

        

Financial assets

        

Financial assets at fair value through profit or loss

   10,104    —      —      10,104 

Available-for-sale financial assets: TGP S.A. investment (i)

   —      —      120,134    120,134 

Financial liabilities

        

Derivatives used for hedging

   —      2,331    —      2,331 

At December 31, 2016

        

At December 31, 2017

      

Financial assets

              

Financial assets at fair value through profit or loss

   6,379    —      —      6,379    181    —      181 

Financial liabilities

              

Derivatives used for hedging

   —      1,081    —      1,081    —      383    383 

At December 31, 2018

      

Financial liabilities

      

Derivatives used for hedging

   —      61    61 

There were no transfers between levels 1 and 2 during the year.

Financial instruments in level 3

The fair value of the investment held in Transportadora de Gas del Perú S.A. (TGP) classified asavailable-for-sale financial asset was based on observable inputs in the market and unobservable inputs. The Group calculated its fair value based on its discounted cash flows as of the financial statement date. The information used to determine the fair value of this investment corresponds to Level 3 (Note 10).

(All amounts expressed in thousands of S/ unless otherwise stated)

The following table shows the changes in fair value by the investment held in TGP for the years ended on December 31:

   2014   2015   2016 

Opening balance

   88,333    93,144    120,134 

Unrealized gains (losses) recognized in the period

   4,811    26,990    (2,996

Derecognition of investment sold:

      

- Historical cost of investment

   —      —      (61,105

- Cumulative fair value

   —      —      (56,033
  

 

 

   

 

 

   

 

 

 

Final balance

   93,144    120,134    —   
  

 

 

   

 

 

   

 

 

 

The carrying amounts of cash and cash equivalents correspond to their fair values. The Company considers that the carrying amount of trade accounts receivable and payable is similar to their fair values since they are short term. The fair value for long-term receivables and liabilities is disclosed in Note 11, Note 12, Note19-c, Note 20 and Note 22. The fair value of financial liabilities has been estimated by discounting the future contractual cash flows at the interest rate currently prevailing in the market and which is available to the Company for similar financial instruments (Level 2).

 

5

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Estimates and judgments used are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

5.1

Critical accounting estimates and assumptions

The CompanyGroup makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

 a)

Estimated impairment of goodwill and other intangible assets with an indefinite useful life

Impairment reviews are undertaken annually to determine if goodwill arising from business acquisitions and other intangible assets with indefinite useful life are impaired, in accordance with the policy described in Note2.15-i). For this purpose, goodwill is allocated to the different CGUsCGU to which it relates while other intangible assets with indefinite useful life are assessed individually. The recoverable amounts of the CGUsCGU and of other intangible assets with indefinite useful life have been determined based on the higher of theirvalue-in-use and fair value less costs to sell. This evaluation requires the exercise of Management’s professional judgment to analyze any potential indicators of impairment as well as the use of estimates in determining the value in use, including preparing future cash flows, macro-economic forecasts as well as defining the interest rate at which said cash flows will be discounted.

If the Group experiences a significant drop in revenues or a drastic increase in costs or changes in other factors, the fair value of their business units might decrease. If management determines that the factors that reducereducing the fair value of the business are permanent, those economic factors will be taken into consideration to determine the recoverable amount of those business units and therefore, goodwill, as well as other intangible assets with indefinite useful life may be deemed to be impaired, which may cause their write-downwrite-down.

In accordance with the impairment evaluations carried out by Management, losses due to be required.

(All amounts expresseddeterioration of goodwill and trademarks have been recognized; they were generated by the decrease in thousandsthe expected flows as a reduction of S/ unless otherwise stated)

the contracts’ “backlog”.

 

Based on the impairment tests performed by Group Management, no goodwill nor intangible (trademarks) impairment losses were required to be recognized because the recoverable amount of the CGUs subject to testing was substantially higher than their related carrying amounts.- 37 -

The most significant assumptions used in impairment testing are gross margin, discount rate, terminal growth rate and revenue growth rate which are included in Note 18.


At December 31, 20152017, and 20162018 the Group has performed a sensitivity analysis increasing or decreasing the assumptions of gross margin, discount rate, and revenue and terminal growth rate by a 10%, with all the other variables held constant, as follows:

 

  Difference between recoverable amount and carrying amounts   Difference between recoverable amount and carrying amounts 
  2015   2016   2017 2018 

Goodwill

                     

Gross margin:

   (10%)    +10%    (10%)    +10% 

Mining construction services

   68.69%    184.39%    19.18%    71.19% 

Gross margin

   (10%)   +10  (10%)   +10

Engineering and construction

   (17.96%)    30.43%    (42.68%)    17.85%    81.31 143.63 0.51 41.12

Electromechanical

   159.40%    240.58%    32.16%    74.41%    197.30 620.85 (9.73%)  38.89

IT equipment and services

   92.38%    98.22%    200.93%    289.04%    0.32 38.87 42.60 101.27

Telecommunication services

   205.49%    619.81%    (110.85%)    176.40%    465.17 1339.26  —     —   

Discount rate:

   (10%)    +10%    (10%)    +10%    (10%)   10  (10%)   10.00

Mining construction services

   136.90%    116.77%    65.94%    28.99% 

Engineering and construction

   26.15%    (8.77%)    8.22%    (27.56%)    146.07 86.86 39.19 6.65

Electromechanical

   234.27%    172.83%    74.42%    36.77%    478.08 354.39 29.36 2.97

IT equipment and services

   132.94%    98.22%    285.63%    212.65%    30.06 11.25 77.06 48.93

Telecommunication services

   468.23%    367.15%    70.31%    4.59%    2190.66 1967.37  —     —   

Terminal growth rate:

   (10%)    +10%    (10%)    +10%    (10%)   +10  (10%)   +10

Mining construction services

   123.27%    129.95%    42.92%    47.55% 

Engineering and construction

   7.90%    13.02%    (16.49%)    (7.84%)    107.41 117.91 18.48 23.30

Electromechanical

   196.39%    203.75%    51.14%    55.62%    402.19 416.25 12.90 16.34

IT equipment and services

   —      —      243.21%    247.06%    18.54 20.52 59.73 62.91

Telecommunication services

   —      —      26.14%    39.94%    2232.86 2394.81  —     —   
     
  Difference between recoverable amount and carrying amounts 
  2017 2018 

Trademarks

                     

Revenue growth rate:

   (10%)    +10%    (10%)    +10%    (10%)   +10  (10%)   +10

Morelco

   46.23%    78.73%    22.37%    42.03%    16.37 (4.79%)  75.00 116.27

Vial y Vives - DSD

   32.87%    47.60%    17.01%    43.01%    (40.72%)  (63.32%)  27.40 55.71

Adexus

   —      —      (8.18%)    9.91%    22.10 (0.10%)  21.40 48.38

Discount rate:

   (10%)    +10%    (10%)    +10%    (10%)   +10  (10%)   +10

Morelco

   89.07%    42.12%    53.35%    15.66%    (7.21%)  22.92 126.00 72.33

Vial y Vives - DSD

   61.96%    23.43%    56.88%    10.88%    (58.56%)  (45.65%)  29.54 55.99

Adexus

   —      —      15.42%    (10.59%)    (2.13%)  28.02 56.26 18.49

Terminal growth rate:

   (10%)    +10%    (10%)    +10%    (10%)   +10  (10%)   +10

Morelco

   59.07%    66.12%    29.19%    34.94%    8.61 3.17 91.70 99.82

Vial y Vives - DSD

   36.06%    44.28%    23.19%    37.83%    (51.36%)  (54.47%)  38.99 44.26

Adexus

   —      —      (0.12%)    1.89%    13.27 8.86 31.90 48.38

In 20162018, if the gross margin, the discount rate or terminal growth rate had been 10% below or 10% above Management’s estimates, respectively, the Group would not have recognized a provision for impairment of goodwillgoodwill; however, at the same variation, the Group would have to recognized a provision for impairment of the Engineering and Construction CGU and Telecommunication Services CGU (within the Engineering and Construction CGU in 2015)Electromechanical GMA (in 2017 would nor have recognized a provision for impairment).

(All amounts expressed in thousands of S/ unless otherwise stated)

In 20162018, if the revenue growth rate, or terminal growth rate or the discount rate had been 10% below Management’s estimates, or the discount rate had been 10% above Management’s estimates, the Group would have not recognized a provision for impairment in trademarks (in 2017, would have recognized a provision for impairment of their trademark Adexus.in Morelco, Vial yVives-DSD and Adexus).

At December 31, 2016,2017, as a result of these evaluations, an impairment was identified and recorded in one of the Engineering and Construction CGU, trademark impairment in Vial yVives-DSDand Vives DSDgoodwill impairment in Morelco (Note 18).

 

- 38 -


 b)

Income taxes

Determination of the tax obligations and expenses requires interpretations of the applicable tax laws and regulations. The CompanyGroup seeks legal and tax counsel before making any decision on tax matters. Although Management considers its estimates to be prudent and appropriate, differences of interpretation may arise with Tax Authorities (mainly Peruvian, Chilean and Colombian Authorities) which may require future tax adjustments.

Deferred tax assets and liabilities are calculated on the temporary differences arising between the tax basis of assets and liabilities and the amounts stated in the financial statement of each entity that makes up the Group, using the tax rates in effect in each of the years in which the difference is expected to reverse. Any change in tax rates will affect the deferred income tax assets and liabilities. This change will be recognized in the income statement in the period in which the change takes effect.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profitprofits will be available against which thedeductible temporary differences and tax loss carryforwards can be utilized. For this purpose, the Group takes into consideration all available evidence, including factors such as historical data, projected income, current operations, and tax planning strategies. A tax benefit related to a tax position is only recognized if it is more likely than not that the benefit will ultimately be realized.

The Group’s maximum exposure to tax contingencies amounts to S/11.315.7 million.

 

 c)

Percentage of completion revenue recognition

Revenues from construction contracts are recognized using thepercentage-of-completion method which is based on the completion of a physical proportion of the overall work contract considering total costs and revenues estimated at the end of the project (Note 2.252.26 i).

As of December 31, 2016, 20152017 and 2014,2018, a sensitivity analysis was performed considering a 10% increase/decrease in the Group’s gross margins, as follows:

 

   2014   2015   2016 

Sales

   4,749,159    5,501,537    3,945,599 

Gross profit

   412,771    159,158    194,378 

%

   8.69    2.89    4.93 

Plus 10%

   9.56    3.18    5.42 
  

 

 

   

 

 

   

 

 

 

Increase inpre-tax profit

   41,249    15,787    19,473 
  

 

 

   

 

 

   

 

 

 
   454,020    174,949    213,851 
  

 

 

   

 

 

   

 

 

 

Less 10%

   7.82    2.60    4.44 
  

 

 

   

 

 

   

 

 

 

Decrease inpre-tax profit

   (41,249   (15,787   (19,473
  

 

 

   

 

 

   

 

 

 
   371,522    143,371    174,905 
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   2016   2017   2018 

Revenues

   2,713,013    2,214,108    1,961,100 

Gross profit

   29,310    106,902    32,685 

%

   1.08    4.83    1.67 

Plus 10%

   1.19    5.31    1.84 
  

 

 

   

 

 

   

 

 

 

Increase in profit before income tax

   2,975    10,667    3,399 
  

 

 

   

 

 

   

 

 

 
   32,285    117,569    36,084 
  

 

 

   

 

 

   

 

 

 

Less 10%

   0.97    4.35    1.50 
  

 

 

   

 

 

   

 

 

 

Decrease in profit before income tax

   (2,975   (10,667   (3,399
  

 

 

   

 

 

   

 

 

 
   26,335    96,235    29,286 
  

 

 

   

 

 

   

 

 

 

 

- 39 -


 d)

Provision for well closure costs

At December 31, 20162018, the present value of the estimated provision for the closure of 144158 wells located in Talara amounted to S/17.220.3 million (S/7.316.8 million as of December 31, 20152017, for the closure of 78144 wells). The well closure liability is adjusted to reflect the changes that resulted from the passage of time and from reviews of either the date of occurrence or the amount of the present value of the originally estimated obligations (Note 18)18-d).

The Group estimates the present value of its future obligation for well closure costs, or well closure liability, and increases the carrying amount of the asset that will be withdrawn in the future and that is shown under the heading of intangibles in the consolidated statement of financial position.

Thepre-tax discount rate used for the present value calculation was 1.93%2.46% for BlocksBlock I and 2.51% for Block V (2.09% for block I and 2.93%2.27% for block V for the year 2017), and 2.98% for Blocks III and IV, respectively,(2.72% for the year 2017) based on a3, 5 toand30-year rate used on U.S. bonds effective at December 31, 2016 (2.09% based on the7-year bond rate at December 2015 for Blocks I and V).2018.

If aton December 31, 20162017, and 2015,2018, the estimated rate had increased or decreased by 10%, with all variables held constant, the impact onpre-tax profit would not have not been significant.

 

 e)

Impairment of investment in Gasoducto Sur Peruano

Based on the termination of the concession agreement, on which Gasoducto Sur Peruano S.A. (GSP) acts as concessionaire (Note 1616.a-ia-i), and Note 37), the Group identified potential impairment indicators affecting the recoverability of its investment. Consequently, the Group has applied the rules stated in IAS 36 ‘Impairment“Impairment of assets” to determine the recoverable amount of this investment.

In that process, the Group has applied judgementjudgment to weight the various uncertainties surroundsurrounding the amount that can be recovered from this investment. Management has determined the recoverable amount assuming two key factors: (i) the amount that GSP will recover as a result of the public auction, and (ii) the validity of its right to subordinate the Odebrecht Group’s debts in GSP.

With relation to the amount to be recovered by GSP;GSP, the Group is assuming a recovery of the minimum amount established in the concession agreement, which is equivalent to 72.25% of the Net Carrying Amount (NCA) of the Concession assets. This amount, in substance, represents a minimum secured payment to be obtained by GSP based on a public auction (liquidation) to be set up for the adequate transfer of the Concession’s assets to a new Concessionaire within a year, under the relevant contractual terms and conditions.

With relation to the validity of its right to subordinate the Odebrecht Group’s liabilities in GSP, ManagementManagement´s assessment, in consultation with its legal advisors, is that although some uncertainties exist, these do not represent a material risk for exercising this right.

The concession agreement also established two additional tranches of 82.5%85% or 100% of the NCA to be recovered as a result of a public auction, depending on several factors. In any of these scenarios, the Group would be able to recover theirits total investment, and no additional impairment would be necessary to be recognized.

Depending onThe calculation of the dateimpairment estimate assumes a GSP settlement process in whichaccordance with Peruvian legislation, whereby the NCAvalue of the asset to be recovered is actually cashed,applied first to the Group may needpayments of liabilities in the different categories of creditors and the remainder, if the case, to takethe payment of the shareholders, taking into account additional costs ranging from S/18.95 million (US$5.64 million) to S/42.2 million (US$12.56 million), due to higher financial expense.

(All amounts expressed in thousands of S/ unless otherwise stated)

the existing subordination agreements.

 

 f)

Impairment of the investmentjoint operation in Consorcio Constructor Ductos del Sur (CCDS)

CCDS was mainly engaged in performing the engineering, procurement and construction work for GSP.Gasoducto Sur Peruano S.A. (GSP). Due to the early termination of GSP, the Group applied the rules stated in IAS 36 “Impairment of assets” and IAS 37 “Provisions” to determine the recoverable amounts of the assets and

- 40 -


liabilities to be recorded, respectively. As of December 31, 2016, adjustments were made to the audited financial statements of CCDS; as a result, the following adjustments were included atin the financial statements:statements of our subsidiary GyM S.A., resulting in a loss of S/15.2 million:

 

   S/000 

Income for debt forgiveness (i)

   431,484 

Indemnification income

   33,600 

Unbilled workWork in progress impairment (ii)

   (410,199

Other provisions

   (24,915

Inventories impairment (iii)

   (33,824

Financial expenses

   (7,004

Property, plant and equipment impairment

   (4,143

Other’sOthers (liability) asset, net

   (164
  

 

 

 
   (15,165
  

 

 

 

 

(i)

The extinguished trade accounts payable relates to the recognition of the construction project estimated margin recorded as a liability (Note 2.25.i)2.17).

(ii)

The recoverable of unbilled work in progress relates to the minimum secured payment to be obtained from GSP.

(iii)

Inventories were specializedare assets that could notspecific in nature and cannot be soldtraded in an active market.

In 2016, the net impact of the early termination of CCDS construction contract is a loss of S/15.2 million.

 

5.2

Critical judgments in applying the entity’s accounting policies

Consolidation of entities in which the Group holds less than 50%

The CompanyGroup owns some direct and indirect subsidiaries of which the Group has control even though it has less than 50% of the voting rights. These subsidiaries mainly comprise indirect subsidiaries in the real-estatereal estate business owned through Viva GyM S.A., where even though the Group holds interest between 30% and 50%, hashaving the power to affect the relevant activities that impact the subsidiaries’ returns.returns, even though the Group holds interest between 30% and 50%. Additionally, the Group has controlde facto control by a contractual agreement with the majority investor over Promotora Larcomar S.A. of which it owns 46.55% of the equity interest.

Consolidation of entities in which the Group does not have joinjoint control but haveholds rights and obligations over the assets and liabilities

The Group assesses, on an ongoing basis, the nature of the contracts signed with one or more parties. If no control or joint control is determined to be held by the Group, but it has rights toover assets and obligations for liabilities under the arrangement, then the Group recognizes its assets, liabilities, revenue and expenses and its share of any jointly controlled assets or liabilities and any revenue or expense arising under the arrangement as a joint operation in accordance with IFRS 11—11 - Joint arrangements (Note2.2-d).

 

   Percentage of interest 

Joint operations

      2016          2015     

- Consorcio de Gestión de Información

   56.00  56.00

- Consorcio de la Disponibilidad PKI

      70.00

CONCAR S.A.

   

- Consorcio Ancón-Pativilca

   67.00  67.00

- Consorcio Peruano de Conservación

   50.00  50.00

- Consorcio Manperan

   67.00  67.00

- Consorcio Vial Sierra

      50.00

Viva GyM S.A.

   

- Consorcio Panorama

      35.00

Cam Holding S.p.A.

   

- Consorcio Mecam

   50.00  50.00

- Consorcio Seringel

   50.00  50.00

All of the joint arrangements listed above operate in Peru, Chile and Colombia.

The table below provides a description of the major activities carried out by these joint operations:

Joint Operations in

6.

Economic activity

Graña y Montero S.A.A.Construction, operation and maintenance of La Chira waste water treatment plant south of Lima. The project is aimed to solve Lima’s environmental problems caused by sewage discharged directly into the sea.
GyM S.A.Theses joint operations carried out activities through the four divisions of the engineering and construction segment (Note 6).
GMP S.A.Consorcio Terminales and Terminales del Peru provide services for receiving, storing, shipping and transporting liquid hydrocarbons, such as gasoline, jet fuel, diesel fuel and residual among others.
CONCAR S.A.Joint operations Concar provides rehabilitation service, routine and periodic maintenance of the road; it further provides conservation and supervision services.
GMD S.A.Outsourcing service of online BPO processes (Business Process Outsourcing).
Viva GyM S.A.Construction of a five-star hotel with a convention center, a business center and entertainment center.
CAM Holding S.p.A.Execution of outsourcing services to the electric power sector.

6INTERESTS IN OTHER ENTITIES

The consolidated financial statements of the Group include the accounts of the CompanyGroup and its subsidiaries. Additionally, the consolidated financial statements of the Group include its interest in joint operations in which the Company or certain subsidiaries have joint control with their partners (Note2.2-d).

 

- 41 -


 a)Principal

Main subsidiaries

The following table shows the principal direct and indirect subsidiaries classified by operating segment (Note 7):

(All amounts expressed in thousands of S/ unless otherwise stated)

 

Name

  

Country

  

Economic activity

Engineering and Construction:    
GyM S.A.  Peru, and Colombia  Civil construction, electro-mechanic assembly, buildings management and implementing housing development projects and other related services.
Stracon GyM S.A.Peru and PanamaMining contracting activities, providing mining services and carrying out drilling, demolition and any other activity related to construction and electro-mechanics; services in the power sector, as well as mining operations.
GyM Chile S.p.A.  Chile  Electromechanical assemblies and services to energy, oil, gas and mining sector.
Vial y Vives - DSD S.A.  Chile  Electromechanical assemblies and services. Develop activities related to the construction of engineering projects, civil construction projects and electromechanical assemblies, as well as architectural design and installations in general. Construction and electromechanical assemblies and electromechanical services in the areassectors of energy, oil, gas and mining.
GMI S.A.  Peru, Mexico, and Bolivia  Advisory and consultancy services in engineering, carrying out studies and projects, managing projects and supervision of works.
Morelco S.A.S  Colombia and Ecuador  Providing construction and assembly services, supplying equipment and material to design, build, assemble, operate and maintain all types of mechanical engineering, instrumentation, and civil work.

Infrastructure:

    
GMP S.A.  Peru  Natural oilOil and oilby-products extraction services, as well as providing storage and fuel dispatch services.
Oiltanking Andina Services S.A.  Peru  Operation of the gas processing plant of Pisco - Camisea.
Transportadora de Gas Natural Comprimido Andino S.A.C.  Peru  Supply, process and market natural gas and its derivates.derivative products.
Concar S.A.PeruHighway and roads concessions operation and maintenance.
GyM FerrovíasFerrovias S.A.  Peru  Concession for the operation of the public transportation system of the Line 1 of the Lima Metro (Metro de Lima Metropolitana).
Survial S.A.  Peru  Concession for constructing, operating and maintaining the Section 1 of the “Southern Inter-oceanic” road.highway.
Norvial S.A.  Peru  Concession for restoring, operating and maintaining the “Ancón“Ancon - Huacho - Pativilca” section of the Panamericana Norte road.

- 42 -


Concesión

Name

Country

Economic activity

Concesion Canchaque S.A.S.A.C.  Peru  Concession for operating and maintaining of the Buenos Aires - Canchaque road.highway.
Concesionaria VíaVia Expresa Sur S.A.  Peru  Concession for designing, constructing, operating and maintaining the Via Expresa - Paseo de la RepúblicaRepublica in Lima.

Real estate:

    
VIVA GyM S.A.  Peru  Developing and managing real estate projects directly or together with other partners.

(All amounts expressed in thousands of S/ unless otherwise stated)

Name

Country

Economic activity

Technical services:Parent company operation:    
GMD S.A.PeruInformation technology services.
Gestión de Servicios Digitales S.A.PeruInformation technology services.
CAM Holding S.p.A.Chile and ColombiaElectric and technological services for the power industry. Colombia
Concar S.A.PeruOperating and maintaining roads.
Coasin Instalaciones Ltda.ChileInstalling and maintaining network and equipment for telecommunications.
Adexus S.A.  Chile, Peru, Colombia and Ecuador  IT solutions services.
Parent company operation:CAM Holding S.p.A.  Chile  Electric and technological services for the power industry.
Generadora Arabesco S.A.  Peru  Implementing projects related to electric power-generating activities.
Larcomar S.A.  Peru  Exploiting land right to use the Larcomar Shopping Center.
Promotora Larcomar S.A.  Peru  Building a hotel complex on a plot of land located in the district of Miraflores.
Promotores Asociados de Inmobiliarias S.A.  Peru  Operating in the real-estate industry and engaged in the development and sellingsale of office facilitiespremises in Peru.
Negocios del Gas S.A.  Peru  Construction, operation, and maintenance of the pipeline system to transport natural gas and liquidsliquids.
Inversiones en Autopistas S.A.PeruHolding company of natural gas.shares, participation or any other credit instrument or investment document.

- 43 -


The following aretable shows the Group’s subsidiaries and related interests atinterest as of December 31, 2016:2018:

 

   Percentage of
common shares
directly held
by Parent (%)
  Percentage of
common shares
held by
Subsidiaries (%)
  Percentage of
common shares
held by

the Group (%)
  Percentage of
common shares
held by non-
controlling
interests (%)
 

Engineering and Construction:

     

GyM S.A.

   98.23  —     98.23  1.77

- GyM S.A. subsidiaries

   —     87.06  87.06  12.94

Stracon GyM S.A.

   —     87.59  87.59  12.41

GyM Chile SpA

   —     99.99  99.99  0.01

Vial y Vives - DSD S.A.

   —     94.49  94.49  5.51

GMI S.A.

   89.41  —     89.41  10.59

Morelco S.A.S.

   —     70.00  70.00  30.00

Infrastructure:

     

GMP S.A.

   95.00  —     95.00  5.00

Oiltanking Andina Services S.A.

   —     50.00  50.00  50.00

Transportadora de Gas Natural

     

Comprimido Andino S.A.C

   —     99.93  99.93  0.07

GyM Ferrovias S.A.

   75.00  —     75.00  25.00

Survial S.A.

   99.99  —     99.99  0.01

Norvial S.A.

   67.00  —     67.00  33.00

(All amounts expressed in thousands of S/ unless otherwise stated)

   Percentage of
common shares
directly held by
Parent (%)
  Percentage of
common shares
held by
Subsidiaries (%)
  Percentage of
common
shares held by
the group (%)
  Percentage of
common shares
held by non-

controlling
interests (%)
 

Engineering and Construction:

     

GyM S.A.

   98.24  —     98.24  1.76

- Morelco S.A.S.

   —     70.00  70.00  30.00

GyM Chile SpA

   —     94.49  99.99  0.01

- V y V – DSD S.A.

   —     94.49  94.49  5.51

GMI S.A.

   89.41  —     89.41  10.59

- Ecotec

   —     99.99  99.99  0.01

- Gm Ingenieria y Construcción de CV

   —     99.00  99.00  1.00

- Gm Ingeniería Bolivia S.R.L.

   —     99.00  99.00  1.00

- Consorcio Vial La Concordia

   —     88.00  88.00  12.00

Infrastructure:

     

GMP S.A.

   95.00  —     95.00  5.00

- Oiltanking Andina Services S.A.

   —     50.00  50.00  50.00

- Transportadora de Gas Natural Comprimido Andino S.A.C.

   —     99.93  99.93  0.07

Concar S.A.

   99.99  —     99.99  0.01

GyM Ferrovias S.A.

   75.00  —     75.00  25.00

Survial S.A.

   99.99  —     99.99  0.01

Norvial S.A.

   67.00  —     67.00  33.00

Concesión Canchaque S.A.

   99.96  —     99.96  0.04

Concesionaria Vía Expresa Sur S.A.

   99.98  0.02  100.00  —   

 

Concesión Canchaque S.A.

   99.96  —    99.96 0.04

Concesionaria Vía Expresa Sur S.A.

   99.98 0.02 100.00  —   
  Percentage of
common shares
directly held by
Parent (%)
 Percentage of
common shares
held by
Subsidiaries (%)
 Percentage of
common
shares held by
the group (%)
 Percentage of
common shares
held by non-

controlling
interests (%)
 

Real Estate:

          

Viva GyM S.A.

   63.44 36.10 99.54 0.46   63.44 36.10 99.54 0.46

- Viva GyM S.A. subsidiaries

   —    60.51 60.51 39.49

Services:

     

GMD S.A.

   89.23  —    89.23 10.77

Cam Holding S.p.A.

   100.00  —    100.00  —   

Concar S.A.

   99.75  —    99.75 0.25

Gestión de Servicios Digitales S.A.

   —    100.00 100.00  —   

Coasin Instalaciones Ltda.

   —    100.00 100.00  —   

CAM Servicios del Perú S.A.

   73.16  —    73.16 26.84

Adexus S.A.

   91.03  —    91.03 8.97

Parent company operations:

          

Generadora Arabesco S.A.

   99.00  —    99.00 1.00   99.00  —    99.00 1.00

Larcomar S.A.

   79.66  —    79.66 20.34   79.66  —    79.66 20.34

Promotora Larcomar S.A.

   46.55  —    46.55 53.45   46.55  —    46.55 53.45

Promotores Asociados de Inmobiliarias S.A.

   99.99  —    99.99 0.01   99.99  —    99.99 0.01

Negocios del Gas S.A.

   99.99 0.01 100.00  —      99.99 0.01 100.00  —   

Agenera S.A.

   99.00 1.00 100.00  —      99.00 1.00 100.00  —   

Inversiones en Autopistas S.A.

   100.00  —     —     —   

Cam Holding S.p.A.

   100.00  —    100.00  —   

Adexus S.A.

   99.99 0.01 100.00  —   

In August 2016, the Company acquired additional interest in the share capital of Adexus S.A. to obtained control (Note 33 a).

- 44 -


The following aretable shows the Group’s subsidiaries and related interests atinterest as of December 31, 2015:2017:

 

  Percentage of
common shares
directly held by
Parent (%)
 Percentage of
common shares
held by
Subsidiaries (%)
 Percentage of
common shares
held by
the Group (%)
 Percentage of
common shares

held by non-
controlling
interests (%)
   Percentage of
common shares
directly held by
Parent (%)
 Percentage of
common shares
held by
Subsidiaries (%)
 Percentage of
common
shares held by
the group (%)
 Percentage of
common shares
held by non-

controlling
interests (%)
 

Engineering and Construction:

          

GyM S.A.

   98.23  —    98.23 1.77   98.23  —    98.23 1.77

- GyM S.A. subsidiaries

   —    82.49 82.49 17.51

Stracon GyM S.A.

   —    87.59 87.59 12.41   —    87.59 87.59 12.41

GyM Chile SpA

   —    99.99 99.99 0.01   —    99.99 99.99 0.01

Vial y Vives – DSD S.A.

   —    80.79 80.79 19.21

V y V – DSD S.A.

   —    94.49 94.49 5.51

Morelco S.A.S.

   —    70.00 70.00 30.00

GMI S.A.

   89.41  —    89.41 10.59   89.41  —    89.41 10.59

Morelco S.A.S.

   —    70.00 70.00 30.00

Infrastructure:

          

GMP S.A.

   95.00  —    95.00 5.00   95.00  —    95.00 5.00

Oiltanking Andina Services S.A.

   —    50.00 50.00 50.00   —    50.00 50.00 50.00

Transportadora de Gas Natural

          

Comprimido

     

Andino S.A.C

   —    99.93 99.93 0.07

Comprimido Andino S.A.C.

   —    99.93 99.93 0.07

Concar S.A.

   99.75  —    99.75 0.25

GyM Ferrovias S.A.

   75.00  —    75.00 25.00   75.00  —    75.00 25.00

Survial S.A.

   99.99  —    99.99 0.01   99.99  —    99.99 0.01

Norvial S.A.

   67.00  —    67.00 33.00   67.00  —    67.00 33.00

Concesión Canchaque S.A.

   99.96  —    99.96 0.04   99.96  —    99.96 0.04

Concesionaria Vía Expresa Sur S.A.

   99.98 0.02 100.00  —   

Real Estate:

          

Viva GyM S.A.

   60.62 38.97 99.59 0.41   63.44 36.10 99.54 0.46

- Viva GyM S.A. subsidiaries

   —    53.81 53.81 46.19

Services:

     

GMD S.A.

   89.37  —    89.37 10.63

Parent company operations:

     

Cam Holding S.p.A.

   100.00  —    100.00  —      100.00  —    100.00  —   

Concar S.A.

   99.81  —    99.81 0.19

Coasin Instalaciones Ltda.

   —    100.00 100.00  —   

CAM Servicios del Perú S.A.

   73.16  —    73.16 26.84

Adexus S.A.

   99.99 0.01 100.00  —   

Generadora Arabesco S.A.

   99.00  —    99.00 1.00

Larcomar S.A.

   79.66  —    79.66 20.34

Promotora Larcomar S.A.

   46.55  —    46.55 53.45

Promotores Asociados de Inmobiliarias S.A.

   99.99  —    99.99 0.01

Negocios del Gas S.A.

   99.99 0.01 100.00  —   

Agenera S.A.

   99.00 1.00 100.00  —   

Inversiones en Autopistas S.A.

   99.99 0.01 100.00  —   

(All amounts expressed in thousands of S/ unless otherwise stated)

Gestión de Servicios Digitales S.A.

   —     100.00  100.00  —   

Coasin Instalaciones Ltda.

   —     100.00  100.00  —   

CAM Servicios del Perú S.A.

   73.16  —     73.16  26.84

Parent company operations:

     

Generadora Arabesco S.A.

   99.00  —     99.00  1.00

Larcomar S.A.

   79.66  —     79.66  20.34

Promotora Larcomar S.A.

   46.55  —     46.55  53.45

Promotores Asociados de

     

Inmobiliarias S.A.

   99.99  —     99.99  0.01

Negocios del Gas S.A.

   99.99  0.01  100.00  —   

Agenera S.A.

   99.00  1.00  100.00  —   

GYM Colombia S.A.

   66.20  33.80  100.00  —   

On November 17, 2015, Cam Holding S.p.A. sold 100% ofIn June 2018, the Company increased its shares in Cam Brasil Multiservicos S.A., at a total US$300 thousand; as a result, a loss of S/8.3 million was recorded, which is showninterest in the statementshares of income, within “Profit (loss) on sale of investments” (a cash balance of S/0.98 million was presented net of the cash received for the sale of this investment in the statement of cash flow)Adexus S.A. to 100% (Note33-a).

All investments in subsidiaries have been included in the consolidation. The percentage of voting rights in those subsidiaries is directly held by the Parent Company and do not significantly differ from the percentage of shares held. There

In 2017, the Group sold GMD S.A. and, in 2018, the subsidiary Cam Servicios del Peru S.A. was sold as well as the following indirect subsidiaries: i) Stracon GyM S.A. through GyM S.A. and ii) Cam Chile SpA, through Cam Holding SpA. These investments were deconsolidated from the Company, and their operations are no restrictionsshown in Note 37.

In August 2016, the Company had acquired additional interest in the share capital of Adexus S.A. to the access or use of the Group’s assets and liabilities.obtain control (Note33-a).

- 45 -


The following aretable shows the Group’s subsidiariesnon-controlling interests atas of December 31:31, 2018:

 

Non-controlling participation

   2017    2018 
  2015   2016   

 

   

 

 

Viva GyM S.A. and subsidiaries

   214,260    241,140    225,921    168,612 

Viva GyM S.A.

   1,481    1,700 

GyM S.A. and subsidiaries

   145,699    100,840    103,170    67,639 

GyM S.A.

   10,854    9,354 

Norvial S.A.

   52,993    61,349    68,419    65,918 

CAM Holding S.p.A.

   27,652    26,589    (6,417   —   

GMP S.A.

   21,110    20,879    22,263    23,424 

GyM Ferrovias S.A.

   24,584    30,548    35,419    55,986 

Promotora Larcomar S.A.

   13,609    13,539    13,395    13,121 

Others

   10,896    3,375 

Other

   3,578    6,871 
  

 

   

 

   

 

   

 

 
   523,138    509,313   465,748   401,571 
  

 

   

 

   

 

   

 

 

Summarized financial information of subsidiaries with materialnon-controlling interests

Set out below is the summarized financial information for each subsidiary that hasnon-controlling interests that are material to the Group.

Summarized statement of financial position

 

   Viva GYM S.A. and subsidiaries  GyM S.A. and subsidiaries  Norvial S.A. 
   At December 31,  At December 31,  At December 31, 
   2015  2016  2015  2016  2015  2016 

Current:

       

Assets

   1,109,270   1,117,065   3,140,222   1,849,077   43,513   107,838 

Liabilities

   (555,148  (515,781  (2,809,890  (2,050,803  (79,634  (49,721
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current net assets (liabilities)

   554,122   601,284   330,332   (201,726  (36,121  58,117 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current:

       

Assets

   91,677   113,594   1,144,066   1,326,599   377,392   467,449 

Liabilities

   (159,583  (104,179  (628,670  (471,424  (180,686  (339,661
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current net assets (liabilities)

   (67,906  9,415   515,396   855,175   196,706   127,788 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets

   486,216   610,699   845,728   653,449   160,585   185,905 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   Viva GyM S.A. and
subsidiaries
  GyM S.A. and
subsidiaries
  Norvial S.A. 
   At December 31,  At December 31,  At December 31, 
   2017  2018  2017  2018  2017  2018 

Current:

       

Assets

   884,591   720,976   1,875,231   1,262,588   88,077   109,778 

Liabilities

   (352,125  (310,132  (2,142,618  (1,467,953  (45,613  (66,506
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current net assets (liabilities)

   532,466   410,844   (267,387  (205,365  42,464   43,272 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current:

       

Assets

   78,457   98,504   1,368,460   980,653   492,803   462,739 

Liabilities

   (44,068  (37,154  (546,342  (413,026  (327,936  (306,261
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current net assets

   34,389   61,350   822,118   567,627   164,867   156,478 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets

   566,855   472,194   554,731   362,262   207,331   199,750 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 46 -


Summarized income statement    

 

 Viva GYM S.A. and subsidiaries GyM S.A. and subsidiaries Norvial S.A.   Viva GyM S.A. and
subsidiaries
 GyM S.A. and
subsidiaries
 Norvial S.A. 
 For the year ended For the year ended For the year ended   At December 31, At December 31, At December 31, 
 2014 2015 2016 2014 2015 2016 2014 2015 2016   2017 2018 2017 2018 2017 2018 

Revenue

 224,560  215,764  411,518  4,861,362  5,660,738  4,036,226  178,170  246,231  216,260    647,535  630,130  2,163,543  1,704,998  149,467  163,117 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Profit (loss) before income tax

 37,967  36,985  104,223  239,597  (86,373)  (85,857)  41,998  54,470  63,582    153,602  226,945  (75,977 (154,452 68,104  21,104 

Income tax

 (11,452)  (7,649)  (27,054)  (54,657)  (49,304)  (11,228)  (10,908)  (13,611)  (16,262)    (35,900 (69,166 4,486  18,559  (18,678 (3,885
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Profit (loss) for the period

 26,515  29,336  77,169  184,940  (135,677)  (97,085)  31,090  40,859  47,320    117,702  157,779  (71,491 (135,893 49,426  17,219 

Discontinued operations

   —     —    76,837  44,096   —     —   

Other comprehensive Income

 (25)   —     —    ( 26,199)  (60,380)  19,486   —     —     —      —     —    (2,641 (14,061  —     —   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive Income for the period

 26,490  29,336  77,169  158,741  (196,057)  (77,599)  31,090  40.859  47,320 

Total comprehensive income/loss for the period

   117,702  157,779  2,705  (105,858 49,426  17,219 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Dividends paid to non-controlling interest Note(36-d)

 23,785  3,066  5,050  26,640   —    8,288  8,250   —    7,260    21,165  84,870  4,056  4,241  9,240  8,184 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Summarized statement of cash flows

 

 Viva GYM S.A. and subsidiaries GyM S.A. and subsidiaries Norvial S.A.   Viva GYM S.A. and
subsidiaries
 GyM S.A. and
subsidiaries
 Norvial S.A. 
 For the year ended For the year ended For the year ended   For the year ended For the year ended For the year ended 
 2014 2015 2016 2014 2015 2016 2014 2015 2016   2017 2018 2017 2018 2017 2018 

Cash flows from operating activities (used), net

 9,916  (68,360 44,910  147,249  (303,970 224,428  (30,858 (111,423 (42,051

Cash flows from operating activities provided by, net

   163,304  259,992  211,315  148,754  25,041  70,939 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Cash flows from investing activities (used), net

 (39,351 23,865  ( 546 (208,314 11,884  (29,853 ( 32  —     —   

Cash flows from investing activities provided by (applied to), net

   79,471  (8,460 72,438  233,150   —    (2
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Cash flows from financing activities (used), net

 40,677  64,686  (59,931 79,432  176,987  (283,296 17,262  144,199  99,193 

Cash flows from financing activities applied to, net

   (203,958 (255,979 (183,092 (388,836 (48,010 (43,536
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Increase (decrease) in cash and cash equivalents, net

 11,242  20,191  (15,567 18,367  (115,101 (88,721 (13,628 32,776  57,142    38,817  (4,447 100,661  (6,932 (22,969 27,401 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at the beginning of the year

 43,026  54,268  74,459  264,353  282,721  167,620  19,128  5,500  38,276    58,892  97,709  78,899  179,560  95,418  72,449 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at the end of the year

 54,268  74,459  58,892  282,720  167,620  78,899  5,500  38,276  95,418    97,709  93,262  179,560  172,628  72,449  99,850 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

The information above is the amount before inter-company eliminations.

 

 b)

Public services concessions

The Group acts as an operator inoperates various public service concessions. When applicable, revenue attributable to the construction or restoration of infrastructure has been accounted for by applying the models set forth in Note 2.5 (financial asset, intangible assetasset; and bifurcated models).

SubsidiaryThe subsidiary Transportadora de Gas Natural Comprimido Andino S.A.C. (hereinafter TGNCA) held a concession to design, finance, construct, maintain and operate the compressed natural gas supply system to be implemented in certain cities. The Concession was recognized under the financial asset model. In September 2016 the Concession Agreement was terminated onterminated. As of December 14, 2018; the groundsMinistry of counterparty’s failure to meetEnergy and Mines paid the required conditions (availability of assets and resources). As a result, TGNCA recognized an impairment loss of receivables amounting to S/6.3 million, which is included in the income statement within “cost of services provided” (Note 27). Theremaining balance remaining relatesrelated to trade accounts receivable for S/38.7 million, to be received from the Ministry of Energy and Mines. This balance was classified as current assets because Management expects a favorable outcome17.3 million.

Under all of the award.

In all the Group concessions’,concessions, the infrastructure is returned to the grantor at the end of the concession agreement.

- 47 -


The concessions held by the Group are as follows atas of December 31, 2016:

(All amounts expressed in thousands of S/ unless otherwise stated)

2018:

 

Name of concession

 

Description

 Estimated
investment
 

Consideration

 Ordinary
shares held
  Concession
termination
  Accounting
model
 

Survial S.A.

 This company operates and maintains a 750 km road from the San Juan de Marcona port to Urcos, Peru, which is connected to an interoceanic road. The road has five toll stations and three weigh stations. US$98.9 million Transaction secured by the Peruvian Government involving from annual payments for the maintenance and operation of the road, which is in charge of the Peruvian Ministry of Transport and Communications (MTC).  99.9  2032   Financial asset 

Canchaque S.A.C.

 This company operates and periodically maintains a 78 km road from the towns of Buenos Aires to Canchaque, in Peru The road has one toll station. US$29 million Transaction secured by the Peruvian Government regardless the traffic volume. Revenue is secured by an annual minimum amount of US$0.3 million.  99.96  2025   Financial asset 

La Chira S.A.

 Designing, financing, constructing, operating and maintaining project called “Planta de Tratamiento de Aguas Residuales y Emisario Submarino La Chira”. The Project will treat approximately 25% of waste waters in Lima. S/450 million Transaction secured by the Peruvian Government consisting of anual payment settled by Sedapal S.A.  50.00  2036   Financial asset 

GyM Ferrovías S.A.

 Concession for the operation of Line 1 of the Lima Metro, Peru’s only urban railway system in Lima city, which includes (i) operation and maintenance of the five existing trains, (ii) operation and maintenance and the acquisition of 19 trains on behalf of the Peruvian government and (iii) design and construction of the repair yard and maintenance of railway. S/548.8 million Transaction secured by the Peruvian Government involving a quarterly payment received from MTC based on km travelled per train.  75.00  2041   Financial asset 

(All amounts expressed in thousands of S/ unless otherwise stated)

Name of

Concession

 

Description

 

Estimated

investment

 

Consideration

 Ordinary
shares held
  Concession
termination
  

Accounting
model

Survial S.A. This company operates and maintains a 750 km road from the San Juan de Marcona port to Urcos, Peru, which is connected to an interoceanic road. The road has five toll stations and three weigh stations. US$98.9 million Transaction secured by the Peruvian Government involving from annual payments for the maintenance and operation of the road, which is in charge of the Peruvian Ministry of Transport and Communications (MTC).  99.90%   2032  Financial asset
Canchaque S.A.C. This company operates and periodically maintains a 78 km road which connects the towns of Buenos Aires and Canchaque, in Peru The road has one toll station. US$29 million 

Transaction secured by the Peruvian Government regardless the traffic volume.

 

Revenue is secured by an annual minimum amount of US$ 0.3 million.

  99.96%   2025  Financial asset
Concesionaria. La Chira S.A. Designing, financing, constructing, operating and maintaining project called “Planta de Tratamiento de Aguas Residuales y Emisario Submarino La Chira”. The Project will treat approximately 25% of wastewaters in Lima. S/250 million Transaction secured by the Peruvian Government consisting of monthly and quarterly payments settled by Sedapal’s collection trust.  50.00%   2036  Financial asset
GyM Ferrovias S.A. Concession for the operation of Line 1 of the Lima Metro, Peru’s only urban railway system in Lima city, which includes (i) operation and maintenance of the five existing trains, (ii) operation and maintenance and the acquisition of 19 trains on behalf of the Peruvian Government and (iii) design and construction of the repair yard and maintenance of railway. S/549.8 million Transaction secured by the Peruvian Government involving a quarterly payment received from MTC based on km travelled per train.  75.00%   2041  Financial asset

 

Name of concession

 

Description

 Estimated
investment
  

Consideration

 Ordinary
shares held
  Concession
termination
  Accounting
model
 

Norvial S.A.

 The Company operates and maintains part of the only highway that connects Lima to the northwest of Peru. This 183 km road known as Red Vial 5 runs from the cities of Ancón to Pativilca and has three toll stations. US$152 million  From users (self-financed concession; revenue is derived from collection of tolls).  67.00  2028   Intangible 

Vía Expresa Sur S.A.

 The Company obtained the concession for designing, financing, building, operating and maintaining the infrastructure associated with the Vía Expresa Sur Project. This project involves the second stage expansion of the Via Expresa—Paseo de la República,between Av. República de Panamá and and Panamericana highway. US$196.8 million  Contract give the right of collection from users; however the Peruvian government shall pay the difference when the operating revenue obtained is below US$18 million during the first two years and below US$19.7 million from the third year to the fifteenth year of the effective period of the financing, with a ceiling of US$10 million. In June 2017, the contract was suspended temporarily for one year by agreement between Concessionaire and grantor.  99.98  2053   Bifurcated 

Recaudo Trujillo S.A.C.

 Design, implementation, operation, technological maintenance and renewal (estimate) of the single system of electronic collection. Design, implementation, operation and maintenance of the Clearing house Implementation of the Fleet Control Center, as well as training to personnel. US$40.2 million  Economic consideration resulting from applying the “price for validation” considering daily validations input on the system to be managed through a trust.  95.00  2036   Intangible 

- 48 -

(All amounts expressed in thousands of S/ unless otherwise stated)


Name of

Concession

 

Description

 

Estimated

investment

 

Consideration

 Ordinary
shares held
  Concession
termination
  

Accounting
model

Norvial S.A. The Company operates and maintains part of the only highway that connects Lima to the northwest of Peru. This 183 km road known as Red Vial 5 runs from the cities of Ancón to Pativilca and has three toll stations. US$152 million From users (self-financed concession; revenue is derived from collection of tolls).  67.00%   2028  Intangible
Via Expresa Sur S.A. 

The Company obtained the concession for designing, financing, building, operating and maintaining the infrastructure associated with the Vía Expresa Sur Project.

 

This project involves the second stage expansion of the Via Expresa - Paseo de la Republica, between Av. Republica de Panama and and Panamericana highway.

 US$196.8 million The contract gives the right of collection from users; however the Peruvian Government shall pay the difference when the operating revenue obtained is below US$18 million during the first two years and below US$19.7 million from the third year to the fifteenth year of the effective period of the financing, with a ceiling of US$10 million. In June 2017, the contract was suspended temporarily for one year by agreement between the Concessionaire and the grantor. The suspension was extended for an additional year.  99.98%   2053  Bifurcated
Recaudo Trujillo S.A.C. 

Design, implementation, operation, technological maintenance and renewal (estimate) of the single system of electronic collection.

 

Design, implementation, operation and maintenance of the Clearing house Implementation of the Fleet Control Center, as well as training to personnel.

 US$40.2 million Economic consideration resulting from applying the “price for validation” considering daily validations input on the system to be managed through a trust.  95.00%   2036  Intangible

 

- 49 -


 c)Principal Joint Operations

Main joint operations

At December 31, 2016,2018, the Group is a partner to 6946 Joint Operations with third parties (65(64 at December 31, 2015)2017, and 69 at December 31, 2016). The table below lists the Group’s major Joint Operations.

 

   Percentage of interest 

Joint operations

  2015  2016 

Graña y Montero S.A.A.

   
- Concesionaria la Chira S.A.   50.00  50.00

GyM S.A.

   

- Consorcio Constructor Alto Cayma

   50.00  50.00

- Consorcio Rio Pallca – Huanza

   40.00  40.00

- Consorcio Alto Cayma

   49.00  49.00

- Consorcio Vial Ayacucho

   50.00  —   

- Consorcio Lima Actividades Comerciales

   50.00  50.00

- Consorcio GyM – COSAPI

   50.00  50.00

- Consorcio Atocongo

   40.00  40.00

- Consorcio Norte Pachacutec

   49.00  49.00

- Consorcio La Chira

   50.00  50.00

- Consorcio Río Urubamba

   50.00  50.00

- Consorcio Vial Quinua

   46.00  46.00

- Consorcio Rio Mantaro

   50.00  50.00

- Consorcio GyM – CONCIVILES

   66.70  66.70

- Consorcio Toromocho

   55.00  55.00

- Consorcio Construcciones y Montajes CCN

   25.00  25.00

- Consorcio HV GyM

   50.00  50.00

- Consorcio Stracon Motta Engil JV

   50.00  50.00

- Consorcio Huacho Pativilca

   67.00  67.00

- Consorcio Constructor Chavimochic

   26.50  26.50

- Consorcio Constructor Ductos del Sur

   29.00  29.00

- Consorcio Italo Peruano

   48.00  48.00

- Consorcio Incolur

   50.00  50.00

- Consorcio Menegua

   50.00  50.00

- Consorcio Energía y Vapor

   50.00  50.00

- Consorcio Ermitaño

   —     50.00

- Consorcio para la Atención y Mantenimiento de Ductos

   —     50.00

GMP S.A.

   

- Consorcio Terminales

   50.00  50.00

- Terminales del Perú

   50.00  50.00

GMD S.A.

   

- Consorcio Cosapi-Data – GMD S.A.

   70.00  70.00

- Consorcio The Louis Berger Group Inc. - GMD

   66.45  66.45

- Consorcio Procesos digitales

   43.65  43.65

- Consorcio GMD S.A. – Indra S.A.

   50.00  50.00

- Consorcio Fábrica de Software

   50.00  50.00

- Consorcio Gestión de Procesos Electorales (ONPE)

   50.00  50.00

- Consorcio Lima Actividades Sur

   50.00  50.00

- Consorcio Latino de Actividades Comerciales de Clientes Especiales

   50.00  50.00

- Consorcio Latino de Actividades Comerciales

   75.00  75.00

- Consorcio Gestión de Procesos Junta de Gobernadores

   45.00  45.00

- Consorcio Soluciones Digitales

   38.00  38.00

- Consorcio de Gestión de la Información

   56.00  56.00

- Consorcio de la Disponibilidad PKI

   —     70.00

(All amounts expressed in thousands of S/ unless otherwise stated)

   Percentage of interest 

Joint operations

  2016  2017  2018 

Graña y Montero S.A.A.

    

- Concesionaria la Chira S.A.

   50.00  50.00  50.00

GyM S.A.

    

- Consorcio Constructor Alto Cayma

   50.00  50.00  50.00

- Consorcio Alto Cayma

   49.00  49.00  49.00

- Consorcio Lima Actividades Comerciales

   50.00  50.00  50.00

- Consorcio Norte Pachacutec

   49.00  49.00  49.00

- Consorcio La Chira

   50.00  50.00  50.00

- Consorcio Río Urubamba

   50.00  50.00  50.00

- Consorcio Vial Quinua

   46.00  46.00  46.00

- Consorcio Rio Mantaro

   50.00  50.00  50.00

- Consorcio GyM – CONCIVILES

   66.70  66.70  66.70

- Consorcio Construcciones y Montajes CCM

   25.00  25.00  25.00

- Consorcio HV GyM

   50.00  50.00  50.00

- Consorcio Stracon Motta Engil JV

   50.00  50.00  —   

- Consorcio Huacho Pativilca

   67.00  67.00  67.00

- Consorcio Constructor Chavimochic

   26.50  26.50  26.50

- Consorcio Constructor Ductos del Sur

   29.00  29.00  29.00

- Consorcio Italo Peruano

   48.00  48.00  48.00

- Consorcio Menegua

   50.00  50.00  50.00

- Consorcio Energia y Vapor

   50.00  50.00  50.00

- Consorcio Ermitaño

   50.00  50.00  50.00

- Consorcio para la Atención y Mantenimiento de Ductos

   50.00  50.00  50.00

- Consorcio Lima Actividades Comerciales Sur

   50.00  50.00  50.00

- Consorcio CDEM

   —     85.00  85.00

- Consorcio Chicama - Ascope

   —     50.00  50.00

- Consorcio TNT Vial y Vives - DSD Chile LTDA

   —     50.00  50.00

- Consorcio La Gloria

   49.00  49.00  49.00

- Consorcio GyM Sade Skanska

   50.00  50.00  50.00

- Constructora Incolur DSD Limitada

   50.00  50.00  50.00

- Consorcio Chiquintirca

   —     40.00  40.00

- Consorcio Vial ICAPAL

   —     10.00  10.00

GMP S.A.

    

- Consorcio Terminales

   50.00  50.00  50.00

- Terminales del Peru

   50.00  50.00  50.00

GMD S.A.

    

- Consorcio Cosapi-Data - GMD S.A.

   70.00  —     —   

- Consorcio The Louis Berger Group Inc. - GMD

   66.45  —     —   

- Consorcio Procesos Digitales

   43.65  —     —   

- Consorcio GMD S.A. - Indra S.A.

   50.00  —     —   

- Consorcio Fabrica de Software

   50.00  —     —   

- Consorcio Gestion de Procesos Electorales (ONPE)

   50.00  —     —   

- Consorcio Lima Actividades Sur

   50.00  —     —   

- Consorcio Latino de Actiuvidades Comerciales de Clientes Especiales

   50.00  —     —   

- Consorcio Latino de Actividades Comerciales de

   75.00  —     —   

- Consorcio Gestion de Procesos Junta de Gobernadores

   45.00  —     —   

- Consorcio Soluciones Digitales

   38.00  —     —   

- Consorcio de Gestion de la Informacion

   56.00  —     —   

- Consorcio de la disponibilidad PKI

   70.00  —     —   

 

   Percentage of interest 

Joint operations

  2015  2016 

CONCAR S.A.

   

- ConsorcioAncón-Pativilca

   67.00  67.00

- Consorcio Peruano de Conservación

   50.00  50.00

- Consorcio Manperan

   67.00  67.00

- Consorcio Vial Sierra

   —     50.00

Viva GyM S.A.

   

- Consorcio Panorama

   —     35.00

Cam Holding S.p.A.

   

- Consorcio Mecam

   50.00  50.00

- Consorcio Seringel

   50.00  50.00

- 50 -


   Percentage of interest 

Joint operations

  2016  2017  2018 

CONCAR S.A.

    

- Consorcio Ancón-Pativilca

   67.00  67.00  67.00

- Consorcio Peruano de Conservación

   50.00  50.00  50.00

- Consorcio Manperán

   67.00  67.00  67.00

- Consorcio Vial Sierra

   50.00  50.00  100.00

- Consorcio Vial Ayahuaylas

   —     99.00  99.00

- Consorcio Vial Sullana

   —     99.00  99.00

-Consorcio Vial del Sur

   —     99.00  99.00

Viva GyM S.A.

    

- Consorcio Panorama

   35.00  35.00  —   

CAM HOLDING S.p.A

    

- Consorcio Mecam

   50.00  50.00  —   

- Consorcio Seringel

   50.00  50.00  —   

GMI S.A.

    

- Consorcio Poyry-GMI

   —     40.00  40.00

- Consorcio Internacional Supervisión Valle Sagrado

   —     33.00  33.00

- Consorcio Supervisor Ilo

   —     55.00  55.00

All of the joint arrangements listed above operate in Peru, Chile, and Colombia.

The table below provides a description of the majormain activities carried out by these joint operations:

 

Joint Operations in

  

Economic activity

Graña y Montero S.A.A.  Construction, operation and maintenance of La Chira waste waterwastewater treatment plant in the south of Lima. The project is aimed to solve Lima’s environmental problems caused by sewage discharged directly into the sea.
GyM S.A.  Theses joint operations are carried out activities through the four divisions of the engineering and construction segment (Note 7).
GMP S.A.  Consorcio Terminales and Terminales del Peru provide services for receiving, storing, shipping and transporting liquid hydrocarbons, such as gasoline, jet fuel, diesel fuel and residual among others.
CONCAR S.A.  JointConcar’s joint operations Concar provides rehabilitation service, routine and periodic maintenance of the road; it further providesand road conservation and supervisionpreservation services.
GMD S.A.Outsourcing service of online BPO processes (Business Process Outsourcing).
Viva GyM S.A.Construction of a five-star hotel with a convention center, a business center and entertainment center.
CAM Holding S.p.A.Execution of outsourcing services to the electric power sector.

The Group’s consolidated financial statements do not include any other type of entities in addition to those mentioned above, such as trust funds or special purpose entities.

 

7

SEGMENT REPORTING

Operating segments are reported consistently with the internal reports that are reviewed by the Group’Group’s chief decision-maker; that is, the Executive Committee, which is led by the Corporate General Manager. This Committee isacts as the chief operatingmaximum authority in operations decision maker,making and is responsible for allocating resources and evaluating the performance of each operating segment.

- 51 -


The Group’s operating segments are assessed by the activities of the following business units: (i) engineering and construction, (ii) infrastructure, and (iii) real estate and (iv) technical services.

(All amounts expressed in thousands of S/ unless otherwise stated)

estate.

As set forth under IFRS 8, reportable segments based on the level of revenue are:is: ‘engineering and construction’ and ‘technical services’. However, the Group has voluntarily decided to report on all its operating segments as detailed in this Note.

The revenues derived from foreign operations (Chile, Panama, Dominican Republic, Colombia, Bolivia, Ecuador and Guyana) comprise 25.4%14.2% of the Group’s total revenue reported in 2016 (27.1%2018 (10.6% in 20152017 and 19.9%13.2% in 2014)2016).

Sales between segments are carried out at arm’s length, are nonot material, and are eliminated on consolidation. The revenue from external parties is measured in a manner consistent with that in the income statement. Sale of goods relate to the real stateestate segment. Revenue from services relate to all other segments.

Group sales and receivables are not concentrated in a few customers. There is no external customer that represents 10% or more of the Group’s revenue.

The following segments set forth the principal activities of the Group:Group in each operating segments are as follows:

 

 a)

Engineering and construction: This segment includes from traditional engineering services such as structural, civil and design engineering, and architectural planning to advanced specialties including process design, simulation, and environmental services at fourthree divisions; i) civil works, such as the construction of hydroelectric power stations and other large infrastructure facilities; (ii) electro mechanicelectro-mechanic construction, such as concentrator plants, oil, and natural gas pipelines, and transmission lines; iii) building construction, such as office buildings, residential buildings, hotels, affordable housing projects, shopping centers, and industrial facilities; and iv) services related to mining, such as earthworks, blasting, loading and hauling ore.facilities.

 

 b)

Infrastructure: The Group has long-term concessions or similar contractual arrangements in Peru for three toll roads, the Lima Metro, a waste waterwastewater treatment plant in Lima, four producing oil fields, and a gas processing plant.plant and operation and maintenance services for infrastructure assets.

 

 c)

Real Estate: The Group develops and sells homes targeted to low and middle-income population sectors which are experiencing a significant increase in disposable income, as well as, office and commercial space to a lesser extent.

 

 d)Technical Services: The Group provides: (i) operation and maintenance services for infrastructure assets; (ii) information technology (IT) services, including IT outsourcing, systems integration, application and business process outsourcing services; and (iii) electricity networks services (maintenance) in telecommunications.

e)Parent Company Operation corresponds to the services which the Holding company provides, management, logistics and accounting services, among others.

The Executive Committee uses a measurement of adjusted earnings before interest, tax, depreciation, and amortization (EBITDA) to assess the performance of operating segments.

Profit before income tax reconciles to EBITDA as follows:

 

   2014   2015   2016 

Profit (loss) before income tax

   507,428    154,616    (563,404

Financial expense/income, net

   91,354    138,696    210,778 

Depreciation

   185,310    217,070    205,522 

Amortization

   74,730    89,355    82,743 
  

 

 

   

 

 

   

 

 

 

EBITDA

   858,822    599,737    (64,361
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   2016   2017   2018 
   

(as restated)

 

(Loss)/profit before income tax

   (708,134   45,112    133,948 

Discontinued operations

   104,354    210,431    36,785 

Financial cost, net

   179,829    137,035    197,057 

Depreciation

   118,832    109,342    86,335 

Amortization

   64,572    70,383    103,174 
  

 

 

   

 

 

   

 

 

 

EBITDA (*)

   (240,546)    572,303    557,299 
  

 

 

   

 

 

   

 

 

 

 

- 52 -


EBITDA for each segment is as follows:

 

  2014   2015   2016   2016   2017   2018 

Engineering and construction

   459,487    220,137    106,106    19,255    119,987    19,242 

Infrastructure

   272,489    232,954    210,791    237,752    300,935    411,502 

Real state

   56,502    52,794    121,421    121,420    177,286    240,991 

Technical services

   63,469    113,276    117,490 

Parent company operations

   252,312    (35,591   (1,026,394   (1,025,197   125,938    (27,802

Eliminations intercompany

   (245,437   16,167    406,225 

Intercompany eliminations

   406,546    (151,843   (86,634
  

 

   

 

   

 

   

 

   

 

   

 

 

EBITDA

   858,822    599,737    (64,361

Total EBITDA

   (240,546)    572,303    557,299 
  

 

   

 

   

 

   

 

   

 

   

 

 

The “Backlog”Backlog refers to the expected future revenue under signed contracts and legally binding letters of intent. The breakdown by operating segments as of December 31, 2016,2018, and the dates in which they are estimated to be realized is shown in the following table:

 

       ANUAL BACKLOG 
   2016   2017   2018   2019+ 

Engineering and Construction

   6,645,729    2,883,254    1,964,435    1,798,041 

Infrastructure

   2,403,023    678,165    792,616    932,242 

Real Estate

   322,062    296,077    21,616    4,368 

Technical Services

   2,882,175    1,281,772    806,966    793,437 

Eliminations intercompany

   (318,790   (108,710   (106,097   (103,984
  

 

 

   

 

 

   

 

 

   

 

 

 
   11,934,199    5,030,559    3,479,536    3,424,104 
  

 

 

   

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

       Annual Backlog 
   2018   2019   2020   2021+ 

Engineering and construction

   2,644,386    1,755,890    725,351    163,145 

Infrastructure

   1,759,849    600,630    570,114    589,108 

Real state

   195,566    —      177,135    18,431 

Intercompany eliminations

   (351,865   (115,748   (119,221   (116,897
  

 

 

   

 

 

   

 

 

   

 

 

 
   4,247,936    2,240,772    1,353,379    653,787 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

- 53 -


The following table below shows the Group’s financial statements by operating segments:

       Infrastructure               
   Engineering
and
construction
   Energy   Toll
roads
   Transportation   Water
treatment
  Real
estate
   Parent
Company
Operations
   Eliminations  Consolidated 

As of December 31, 2017

                

Assets.-

                

Cash and cash equivalent

   184,401    43,878    121,901    161,073    4,204   85,187    25,536    —     626,180 

Financial asset at fair value through profit or loss

   181    —      —      —      —     —      —      —     181 

Trade accounts receivables

   891,252    64,364    128,124    108,706    604   45,897    274,522    2,204   1,515,673 

Work in progress

   55,774    —      —      —      —     —      6,030    —     61,804 

Accounts receivable from related parties

   230,607    2,746    62,525    3,072    8,852   69,382    76,006    (352,438  100,752 

Other accounts receivable

   518,123    55,959    66,765    31,381    1,922   40,026    51,269    —     765,445 

Inventories

   46,499    15,093    8,685    19,457    —     643,882    45,702    (8,607  770,711 

Prepaid expenses

   4,470    1,168    2,354    10,312    164   216    14,794    —     33,478 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 
   1,931,307    183,208    390,354    334,001    15,746   884,590    493,859    (358,841  3,874,224 

Non-current assets classified as held for sale

   17,722    —      —      —      —     —      —      —     17,722 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total current assets

   1,949,029    183,208    390,354    334,001    15,746   884,590    493,859    (358,841  3,891,946 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Long-term trade accounts receivable

   58,997    —      14,747    793,991    —     —      39,852    —     907,587 

Long-term work in progress

   —      —      28,413    —      —     —      —      —     28,413 

Long-term accounts receivable from related parties

   258,479    —      27,660    —      —     —      637,415    (149,624  773,930 

Prepaid expenses

   —      —      24,585    13,115    892   —      —      (510  38,082 

Other long-term accounts receivable

   75,030    53,917    11,159    255,179    7,348   9,811    58,408    —     470,852 

Investments in associates and joint ventures

   111,513    7,344    —      —      —     1    2,216,343    (2,066,530  268,671 

Investment property

   —      —      —      —      —     45,687    —      —     45,687 

Property, plant and equipment

   509,700    171,226    18,572    580    60   11,621    171,563    (17,587  865,735 

Intangible assets

   203,390    160,288    492,424    323    —     1,022    71,363    11,260   940,070 

Deferred income tax asset

   165,227    5,507    11,057    —      —     10,316    238,560    6,030   436,697 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Totalnon-current assets

   1,382,336    398,282    628,617    1,063,188    8,300   78,458    3,433,504    (2,216,961  4,775,724 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total assets

   3,331,365    581,490    1,018,971    1,397,189    24,046   963,048    3,927,363    (2,575,802  8,667,670 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Liabilities.-

                

Borrowings

   591,987    46,924    2,589    —      —     162,031    253,233    —     1,056,764 

Bonds

   —      —      24,361    12,294    —     —      —      —     36,655 

Trade accounts payable

   955,015    62,659    85,329    81,161    132   43,724    225,966    (940  1,453,046 

Accounts payable to related parties

   114,198    3,664    60,857    83,841    14   37,396    102,976    (347,772  55,174 

Current income tax

   29,379    1,282    1,122    —      161   45,299    8,300    —     85,543 

Other accounts payable

   492,362    12,487    68,994    27,058    49   63,654    183,895    1   848,500 

Provisions

   6,682    5,204    —      —      —     20    1,597    —     13,503 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total current liabilities

   2,189,623    132,220    243,252    204,354    356   352,124    775,967    (348,711  3,549,185 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Borrowings

   127,773    101,549    1,945    —      —     12,010    390,022    —     633,299 

Long-term bonds

   —      —      319,549    591,363    —     —      —      —     910,912 

Other long-term accounts payable

   379,043    —      52,349    349,987    158   32,058    38,878    —     852,473 

Long-term accounts payable to related parties

   4,306    —      836    89,023    23,445   —      62,841    (154,497  25,954 

Provisions

   8,587    16,707    —      —      —     —      8,620    —     33,914 

Derivative financial instruments

   —      383    —      —      —     —      —      —     383 

Deferred income tax liability

   26,633    8,957    8,606    20,789    210   —      7,277    —     72,472 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Totalnon-current liabilities

   546,342    127,596    383,285    1,051,162    23,813   44,068    507,638    (154,497  2,529,407 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

   2,735,965    259,816    626,537    1,255,516    24,169   396,192    1,283,605    (503,208  6,078,592 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

   487,923    299,411    323,987    106,256    (123  217,290    2,629,428    (1,940,842  2,123,330 

Non-controlling interest

   107,477    22,263    68,447    35,417    —     349,566    14,330    (131,752  465,748 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities and equity

   3,331,365    581,490    1,018,971    1,397,189    24,046   963,048    3,927,363    (2,575,802  8,667,670 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

- 54 -


Operating segments financial position

Segment reporting

 

  Engineering  Infrastructure        Parent       
  and           Water     Technical  Company       
  construction  Energy  Toll roads  Mass transit  treatment  Real estate  services  Operations  Eliminations  Consolidated 

As of December 31, 2015

          

Assets.-

          

Cash and cash equivalents

  172,116   42,638   58,640   111,454   9,094   74,459   60,193   25,408   —     554,002 

Financial asset at fair value through profit or loss

  3,153   —     —     —     —     —     —     —     —     3,153 

Trade accounts receivables, net

  614,917   43,260   22,045   55,180   —     59,108   247,945   —     —     1,042,455 

Unbilled work in progress, net

  1,260,541   —     —     —     17,686   —     —     —     —     1,278,227 

Accounts receivable from related parties

  316,188   12,145   18,820   301   —     34,724   48,520   132,735   (283,280  280,153 

Other accounts receivable

  595,255   25,857   5,699   25,668   10,250   20,535   102,204   35,249   —     820,717 

Inventories, net

  159,557   10,025   —     13,678   —     920,092   61,734   389   (6,321  1,159,154 

Prepaid expenses

  12,899   2,207   1,401   10,787   458   349   11,402   519   —     40,022 

Non-current assets classified as held for sale

  22,511   —     —     —     —     —     —     —     —     22,511 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

  3,157,137   136,132   106,605   217,068   37,488   1,109,267   531,998   194,300   (289,601  5,200,394 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Long-term trade accounts receivable, net

  —     —     —     621,831   —     —     —     —     —     621,831 

Long-term unbilled work in progress, net

  —     40,727   19,027   —     —     —     —     —     —     59,754 

Long-term accounts receivable from related parties

  —     —     408   —     —     —     500   256,022   (256,930  —   

Prepaid expenses

  —     3,692   15,584   2,112   998   —     —     —     —     22,386 

Other long-term accounts receivable

  534   14,214   30,473   2,198   1,589   14,726   —     2,195   —     65,929 

Available-for-sale financial assets

  —     —     —     —     —     —     —     120,134   —     120,134 

Investments in associates and joint ventures

  122,717   8,265   —     —     —     28,732   9,228   2,476,689   (2,008,626  637,005 

Investment property

  —     —     —     —     —     34,702   —     —     —     34,702 

Property, plant and equipment

  606,158   198,774   1,624   217   —     11,303   170,660   130,113   (7,092  1,111,757 

Intangible assets

  288,416   148,972   364,819   311   —     1,043   37,564   23,561   13,600   878,286 

Deferred income tax asset

  100,544   1,325   3,003   —     —     1,171   39,825   656   1,321   147,845 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-current assets

  1,118,369   415,969   434,938   626,669   2,587   91,677   257,777   3,009,370   (2,257,727  3,699,629 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  4,275,506   552,101   541,543   843,747   40,075   1,200,944   789,775   3,203,670   (2,547,328  8,900,023 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities.-

          

Borrowings

  652,974   101,096   55,428   —     —     224,380   91,366   102,776   —     1,228,020 

Bonds

  —     —     5,537   31,546   —     —     —     —     —     37,083 

Trade accounts payable

  1,409,984   35,428   3,768   24,498   154   14,334   134,973   12,623   —     1,635,762 

Accounts payable to related parties

  118,383   3,990   40,578   9,962   10,560   58,790   39,476   79,709   (283,616  77,832 

Current income tax

  19,337   —     753   —     166   26   13,750   84   —     34,116 

Other accounts payable

  645,648   20,340   2,841   1,682   —     257,616   125,020   12,853   —     1,066,000 

Provisions

  —     6,341   —     —     —     —     7,127   —     —     13,468 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

  2,846,326   167,195   108,905   67,688   10,880   555,146   411,712   208,045   (283,616  4,092,281 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Borrowings

  375,952   83,307   —     —     —     27,562   66,515   —     —     553,336 

Long-term bonds

  —     —     180,686   576,322   —     —     —     —     —     757,008 

Other long-term accounts payable

  176,644   —     493   —     —     —     68,045   1,214   —     246,396 

Long-term accounts payable to related parties

  —     —     —     94,172   24,035   120,083   38,332   —     (256,486  20,136 

Provisions

  24,624   18,876   —     —     —     —     3,960   —     —     47,460 

Derivative financial instruments

  —     2,331   —     —     —     —     —     —     —     2,331 

Deferred income tax liability

  52,016   4,250   107   7,222   270   11,937   3,164   20,197   —     99,163 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-current liabilities

  629,236   108,764   181,286   677,716   24,305   159,582   180,016   21,411   (256,486  1,725,830 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  3,475,562   275,959   290,191   745,404   35,185   714,728   591,728   229,456   (540,102  5,818,111 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

  639,194   255,032   198,345   73,751   4,890   158,605   162,550   2,961,763   (1,895,356  2,558,774 

Non-controlling interest

  160,750   21,110   53,007   24,582   —     327,611   35,497   12,451   (111,870  523,138 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

  4,275,506   552,101   541,543   843,737   40,075   1,200,944   789,775   3,203,670   (2,547,328  8,900,023 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

       Infrastructure                
   Engineering
and
construction
   Energy   Toll
roads
   Transportation   Water
treatment
   Real
estate
   Parent
Company
Operations
   Eliminations  Consolidated 

As of December 31, 2018

                 

Assets.-

                 

Cash and cash equivalent

   177,455    34,816    168,460    191,178    6,700    93,262    129,269    —     801,140 

Financial asset at fair value through profit or loss

   —      —      —      —      —      —      —      —     —   

Trade accounts receivables

   583,842    54,350    78,013    226,919    598    63,038    1,068    —     1,007,828 

Work in progress

   24,962    —      —      —      —      —      3,576    —     28,538 

Accounts receivable from related parties

   203,583    492    40,820    758    9,930    60,759    98,308    (379,747  34,903 

Other accounts receivable

   386,467    37,611    28,492    31,012    199    55,508    49,160    2   588,451 

Inventories

   27,852    18,823    9,206    25,282    —      448,328    —      (15,444  514,047 

Prepaid expenses

   3,825    1,345    3,068    874    135    81    1,221    —     10,549 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 
   1,407,986    147,437    328,059    476,023    17,562    720,976    282,602    (395,189  2,985,456 

Non-current assets classified as held for sale

   —      —      —      —      —      —      247,798    —     247,798 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total current assets

   1,407,986    147,437    328,059    476,023    17,562    720,976    530,400    (395,189  3,233,254 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Long-term trade accounts receivable

   14,455    —      33,380    966,202    —      6,030    —      —     1,020,067 

Long-term work in progress

   —      —      32,212    —      —      —      —      —     32,212 

Long-term accounts receivable from related parties

   254,660    —      39,341    —      —      —      744,655    (260,430  778,226 

Prepaid expenses

   —      —      28,214    5,152    840    —      —      (509  33,697 

Other long-term accounts receivable

   77,028    63,797    7,058    64,817    7,346    30,268    52,645    (2  302,957 

Investments in associates and joint ventures

   114,676    7,230    —      —      —      5,604    2,213,023    (2,082,768  257,765 

Investment property

   —      —      —      —      —      29,133    —      —     29,133 

Property, plant and equipment

   205,678    171,430    14,585    1,586    109    9,237    69,088    (1,159  470,554 

Intangible assets

   160,088    183,614    466,153    749    —      1,105    23,514    11,872   847,095 

Deferred income tax asset

   166,624    5,025    11,876    —      620    17,127    218,201    5,963   425,436 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Totalnon-current assets

   993,209    431,096    632,819    1,038,506    8,915    98,504    3,321,126    (2,327,033  4,197,142 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total assets

   2,401,195    578,533    960,878    1,514,529    26,477    819,480    3,851,526    (2,722,222  7,430,396 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Liabilities.-

                 

Borrowings

   232,409    26,621    15,384    209,463    —      133,105    209,492    —     826,474 

Bonds

   —      —      25,745    13,422    —      —      —      —     39,167 

Trade accounts payable

   777,130    49,254    61,233    104,652    121    31,173    55,968    —     1,079,531 

Accounts payable to related parties

   179,351    1,933    46,099    65,256    58    35,085    91,754    (363,595  55,941 

Current income tax

   5,898    2,797    1,398    9,888    226    4,219    1,381    —     25,807 

Other accounts payable

   389,896    13,147    72,823    11,677    631    106,286    38,209    —     632,669 

Provisions

   521    5,412    —      —      —      264    —      —     6,197 

Non-current liabilities classified as held for sale

   —      —      —      —      —      —      225,828    —     225,828 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total current liabilities

   1,585,205    99,164    222,682    414,358    1,036    310,132    622,632    (363,595  2,891,614 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Borrowings

   9,314    87,166    556    —      —      10,684    268,478    —     376,198 

Long-term bonds

   —      —      299,637    598,238    —      —      —      —     897,875 

Other long-term accounts payable

   357,146    —      31,477    154,756    1,656    26,470    2,605    —     574,110 

Long-term accounts payable to related parties

   8,880    —      1,167    81,207    23,445    —      183,826    (276,676  21,849 

Provisions

   32,122    20,234    —      —      —      —      51,055    —     103,411 

Derivative financial instruments

   —      61    —      —      —      —      —      —     61 

Deferred income tax liability

   5,564    24,541    7,010    37,178    —      —      1,054    —     75,347 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Totalnon-current liabilities

   413,026    132,002    339,847    871,379    25,101    37,154    507,018    (276,676  2,048,851 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

   1,998,231    231,166    562,529    1,285,737    26,137    347,286    1,129,650    (640,271  4,940,465 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

   331,178    323,943    332,406    171,594    340    193,483    2,708,803    (1,973,387  2,088,360 

Non-controlling interest

   71,786    23,424    65,943    57,198    —      278,711    13,073    (108,564  401,571 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities and equity

   2,401,195    578,533    960,878    1,514,529    26,477    819,480    3,851,526    (2,722,222  7,430,396 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

 

Operating segments financial position- 55 -

Segment reporting

  Engineering  Infrastructure        Parent       
  and           Water     Technical  Company       
  construction  Energy  Toll roads  Mass transit  treatment  Real estate  services  Operations  Eliminations  Consolidated 

As of December 31, 2016

          

Assets.-

          

Cash and cash equivalents

  93,543   35,396   110,007   139,414   3,229   58,892   53,521   112,398   550   606,950 

Financial asset at fair value through profit or loss

  352   —     —     —     —     —     —     —     —     352 

Trade accounts receivables, net

  334,426   84,996   23,579   56,665   256   83,704   449,848   —     (2,204  1,031,270 

Unbilled work in progress, net

  648,851   —     —     32,078   —     —     —     —     —     680,929 

Accounts receivable from related parties

  327,385   3,255   19,684   392   12,379   7,284   48,691   50,582   (287,988  181,664 

Other accounts receivable

  398,666   58,235   6,189   25,895   4,841   20,198   93,359   42,133   —     649,516 

Inventories, net

  76,058   12,561   —     16,862   —     946,657   65,270   387   (13,502  1,104,293 

Prepaid expenses

  9,203   2,614   1,428   17,265   167   329   19,988   307   —     51,301 

Non-current assets classified as held for sale

  22,385   —     —     —     —     —     —     —     —     22,385 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

  1,910,869   197,057   160,887   288,571   20,872   1,117,064   730,677   205,807   (303,144  4,328,660 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Long-term trade accounts receivable, net

  149   —     —     629,310   —     —     38,060   —     —     667,519 

Long-term unbilled work in progress, net

  171,752   —     24,165   —     —     —     —     —     1,669   197,586 

Long-term accounts receivable from related parties

  —     —     408   —     —     —     492   700,614   (170,130  531,384 

Prepaid expenses

  —     —     20,554   2,029   943   —     —     —     —     23,526 

Other long-term accounts receivable

  42,511   29,533   22,924   225,565   7,347   17,887   1,077   11,108   —     357,952 

Investments in associates and joint ventures

  116,512   8,516   —     —     —     31,768   9,589   2,358,917   (2,135,543  389,758 

Investment property

  —     —     —     —     —     49,357   —     —     —     49,357 

Property, plant and equipment

  592,191   176,486   1,243   193   21   13,008   217,727   130,421   (17,691  1,113,599 

Intangible assets

  246,715   139,353   456,000   269   —     950   79,850   22,793   14,356   960,286 

Deferred income tax asset

  158,168   4,983   1,839   —     —     623   64,408   189,230   7,757   427,008 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-current assets

  1,327,998   358,871   527,133   857,366   8,311   113,593   411,203   3,413,083   (2,299,582  4,717,976 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  3,238,867   555,928   688,020   1,145,937   29,183   1,230,657   1,141,880   3,618,890   (2,602,726  9,046,636 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities.-

          

Borrowings

  582,260   82,063   —     —     —     206,456   158,151   932,113   —     1,961,043 

Bonds

  —     —     25,540   20,551   —     —     —     —     —     46,091 

Trade accounts payable

  876,849   59,830   2,310   23,882   599   30,617   276,766   6,704   (940  1,276,617 

Accounts payable to related parties

  119,989   3,902   27,757   33,009   237   66,190   44,211   67,685   (282,763  80,217 

Current income tax

  30,576   3,631   44   —     1,064   17,944   8,901   —     —     62,160 

Other accounts payable

  485,247   11,711   10,512   14,622   27   194,441   190,303   189,444   —     1,096,307 

Provisions

  6,615   6,441   —     —     —     131   1,344   —     —     14,531 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

  2,101,536   167,578   66,163   92,064   1,927   515,779   679,676   1,195,946   (283,703  4,536,966 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Borrowings

  246,315   80,488   —     —     —     16,541   76,051   —     —     419,395 

Long-term bonds

  —     —     338,143   583,480   —     —     —     —     —     921,623 

Other long-term accounts payable

  147,839   —     493   246,522   —     32,000   83,516   2,433   —     512,803 

Long-term accounts payable to related parties

  41,672   —     —     87,200   23,445   40,074   42,667   395   (170,133  65,320 

Provisions

  7,670   17,115   —     —     —     —     1,757   —     —     26,542 

Derivative financial instruments

  —     1,081   —     —     —     —     —     —     —     1,081 

Deferred income tax liability

  28,278   3,546   1,518   14,482   283   15,564   9,498   —     —     73,169 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-current liabilities

  471,774   102,230   340,154   931,684   23,728   104,179   213,489   2,828   (170,133  2,019,933 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  2,573,310   269,808   406,317   1,023,748   25,655   619,958   893,165   1,198,774   (453,836  6,556,899 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity attributable to controlling interest in the Company

  551,652   265,241   220,337   91,643   3,528   234,449   210,542   2,406,573   (2,003,541  1,980,424 

Non-controlling interest

  113,905   20,879   61,366   30,546   —     376,250   38,173   13,543   (145,349  509,313 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

  3,238,867   555,928   688,020   1,145,937   29,183   1,230,657   1,141,880   3,618,890   (2,602,726  9,046,636 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)


Operating segment performance

Segment Reporting

 

  

Engineering

  Infrastructure        Parent       
  and        Mass  Water  Real  Technical  Company       
  construction  Energy  Toll roads  transit  treatment  estate  services  operations  Eliminations  Consolidated 

Year 2014 -

          

Revenue

  5,035,674   350,339   338,153   166,951   29,323   224,560   1,208,168   53,241   (397,729  7,008,680 

Gross profit (loss)

  535,360   124,455   76,697   42,109   2,307   62,413   142,342   (7,574  (26,541  951,568 

Administrative expenses

  (258,554  (17,256  (8,035  (14,714  (317  (21,058  (122,506  (35,444  56,517   (421,367

Other income and expenses,net

  (9,796  (3,359  33   18   —     (852  5,856   22,063   1,173   15,136 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

          

Operating profit (loss)

  267,010   103,840   68,695   27,413   1,990   40,503   25,692   (20,955  31,149   545,337 

Financial expenses

  (69,046  (11,564  (11,321  (5,245  (55  (14,807  (27,393  (1,725  38,340   (102,816

Financial income

  6,623   120   1,819   727   16   93   1,821   59,893   (59,650  11,462 

Share of the profit or loss in associates and joint ventures under the equity method of accounting

  48,242   29   —     —     —     12,178   590   270,045   (277,639  53,445 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

  252,829   92,425   59,193   22,895   1,951   37,967   710   307,258   (267,800  507,428 

Income tax

  (59,252  (29,768  (16,158  (10,842  (588  (11,452  (5,788  (12,582  234   (146,196
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the year

  193,577   62,657   43,035   12,053   1,363   26,515   (5,078  294,676   (267,566  361,232 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

          

Owners of the Company

  164,095   59,010   32,774   9,040   1,363   9,527   (5,342  294,948   (265,672  299,743 

Non-controlling interest

  29,482   3,647   10,261   3,013   —     16,988   264   (272  (1,894  61,489 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  193,577   62,657   43,035   12,053   1,363   26,515   (5,078  294,676   (267,566  361,232 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

     Infrastructure             
  Engineering                 Parent       
  and           Water  Real  Company       
  construction  Energy  Toll roads  Electric Train  treatment  estate  operations  Eliminations  Consolidated 

Year 2016 -

         

Revenue

  2,936,831   382,211   527,104   247,040   18,459   411,518   62,070   (447,924  4,137,309 

Gross profit (loss)

  60,191   42,129   121,114   42,474   5,698   136,539   (171  (91,885  316,089 

Administrative expenses

  (212,048  (17,260  (35,084  (12,951  (787  (28,429  (35,967  64,223   (278,303

Other income and expenses

  (14,246  542   262   9   —     835   (5,842  (3,920  (22,360

Gain from the sale of investments

  —     —     —     —     —     —     46,336   —     46,336 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating (loss) profit

  (166,103  25,411   86,292   29,532   4,911   108,945   4,356   (31,582  61,762 

Financial expenses

  (60,806  (10,801  (7,390  (2,810  (37  (14,388  (116,554  14,731   (198,055

Financial income

  9,987   1,040   2,225   8,037   86   2,817   20,924   (26,891  18,225 

Share of the profit or loss in associates and joint ventures

  16,505   1,615   —     —     —     6,850   (1,036,888  421,852   (590,066
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit before income tax

  (200,417  17,265   81,127   34,759   4,960   104,224   (1,128,162  378,110   (708,134

Income tax

  19,731   (5,308  (22,213  (10,904  (1,433  (27,054  192,131   7,232   152,182 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit from continuing operations

  (180,686  11,957   58,914   23,855   3,527   77,170   (936,031  385,342   (555,952

Profit from discontinued operations

  87,239   —     —     —     —     —     1,423   15,692   104,354 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit for the year

  (93,447  11,957   58,914   23,855   3,527   77,170   (934,608  401,034   (451,598
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit attributable to:

         

Owners of the Company

  (87,710  9,369   43,656   17,892   3,527   22,105   (932,961  414,423   (509,699

Non-controlling interest

  (5,737  2,588   15,258   5,963   —     55,065   (1,647  (13,389  58,101 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (93,447  11,957   58,914   23,855   3,527   77,170   (934,608  401,034   (451,598
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 56 -


Operating segment performance

Segment Reporting

 

  

Engineering

  Infrastructure        Parent       
  and        Mass  Water  Real  Technical  Company       
  construction  Energy  Toll roads  transit  treatment  estate  services  operations  Eliminations  Consolidated 

Year 2015 -

          

Revenue

  5,829,441   389,377   394,462   206,459   27,994   215,764   1,152,544   70,531   (471,077  7,815,495 

Gross profit (loss)

  312,780   63,530   78,544   40,468   2,225   51,755   178,303   (7,004  (70,627  649,974 

Administrative expenses

  (289,149  (18,214  (10,319  (10,529  (310  (20,521  (115,018  (29,882  80,557   (413,385

Other income and expenses,net

  30,616   1,365   55   2   —     1,759   15,348   11,114   (2,972  57,287 

Loss on sales of investments

    —     —     —     —     (8,289  —     —     (8,289
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

  54,247   46,681   68,280   29,941   1,915   32,993   70,344   (25,772  6,958   285,587 

Financial expenses

  (127,383  (19,953  (4,713  (5,303  (45  (11,642  (32,246  (2,818  27,301   (176,802

Financial income

  8,875   158   8,722   2,316   121   746   2,145   56,101   (41,077  38,107 

Share of the profit or loss in associates and joint ventures under the equity method of accounting

  (2,234  944   —     —     —     14,888   589   (14,709  8,246   7,724 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

  (66,495  27,830   72,289   26,954   1,991   36,985   40,832   12,802   1,428   154,616 

Income tax

  (55,350  (7,650  (18,794  (8,129  (520  (7,649  6,102   (9,208  2,171   (99,027
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the year

  (121,845  20,180   53,495   18,825   1,471   29,336   46,934   3,594   3,599   55,589 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

          

Owners of the Company

  (131,181  17,072   40,010   14,118   1,471   12,377   40,322   4,337   8,571   7,097 

Non-controlling interest

  9,336   3,108   13,485   4,707   —     16,959   6,612   (743  (4,972  48,492 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (121,845  20,180   53,495   18,825   1,471   29,336   46,934   3,594   3,599   55,589 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

     Infrastructure             
  Engineering                 Parent       
  and           Water  Real  Company       
  construction  Energy  Toll roads  Transportation  treatment  estate  operations  Eliminations  Consolidated
(as restated)
 

Year 2017 -

         

Revenue

  2,331,907   436,876   642,127   365,771   3,152   647,535   70,050   (483,405  4,014,013 

Gross profit (loss)

  176,473   71,825   139,196   48,696   445   147,383   (37,771  (43,795  502,452 

Administrative expenses

  (188,162  (15,854  (32,453  (15,279  (317  (21,189  (100,968  51,768   (322,454

Other income and expenses

  (46,445  5,138   1,061   5   —     (3,700  10,512   560   (32,869

Gain from the sale of investments

  —     —     —     —     —     49,002   (18,672  4,215   34,545 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating (loss) profit

  (58,134  61,109   107,804   33,422   128   171,496   (146,899  12,748   181,674 

Financial expenses

  (46,655  (13,423  (6,892  (8,000  (50  (21,918  (81,310  27,471   (150,777

Financial income

  8,491   1,965   3,257   3,606   26   3,569   35,431   (42,603  13,742 

Share of the profit or loss in associates and joint ventures

  30,982   1,584   —     —     —     456   142,595   (175,144  473 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

  (65,316  51,235   104,169   29,028   104   153,603   (50,183  (177,528  45,112 

Income tax

  877   (13,151  (32,290  (9,544  (228  (35,900  44,032   (101  (46,305
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) from continuing operations

  (64,439  38,084   71,879   19,484   (124  117,703   (6,151  (177,629  (1,193

Profit from discontinued operations

  76,837   —     —     —     —     —     123,603   9,991   210,431 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the period

  12,398   38,084   71,879   19,484   (124  117,703   117,452   (167,638  209,238 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

         

Owners of the Company

  12,078   33,714   55,620   14,613   (124  48,647   125,182   (140,992  148,738 

Non-controlling interest

  320   4,370   16,259   4,871   —     69,056   (7,730  (26,646  60,500 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  12,398   38,084   71,879   19,484   (124  117,703   117,452   (167,638  209,238 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 57 -


Operating segment performance

Segment Reporting

 

  

Engineering

  Infrastructure        Parent       
  and        Mass  Water  Real  Technical  Company       
  construction  Energy  Toll roads  transit  treatment  estate  services  operations  Eliminations  Consolidated 

Year 2016 -

          

Revenue

  4,159,538   382,211   264,384   247,040   18,459   411,518   1,401,781   62,070   (477,395  6,469,606 

Gross profit (loss)

  224,621   42,129   75,780   42,473   5,698   136,540   171,842   (171  (95,493  603,419 

Administrative expenses

  (258,568  (17,260  (10,185  (12,952  (786  (28,430  (119,003  (35,740  83,522   (399,402

Other income and expenses,net

  (9,250  542   128   10   —     838   4,228   (5,843  (3,923  (13,270

Gain on sales of investments

  —     —     —     —     —     —     —     46,336   —     46,336 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

  (43,197  25,411   65,723   29,531   4,912   108,948   57,067   4,582   (15,894  237,083 

Financial expenses

  (65,138  (10,801  (6,478  (2,810  (38  (14,388  (30,989  (115,225  14,296   (231,571

Financial income

  11,216   1,040   1,145   8,037   86   2,816   4,220   18,688   (26,454  20,794 

Share of the profit or loss in associates and joint ventures under the equity method of accounting

  16,501   1,615   —     —     —     6,850   360   (1,036,889  421,853   (589,710
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax

  (80,618  17,265   60,390   34,758   4,960   104,226   30,658   (1,128,844  393,801   (563,404

Income tax

  (12,828  (5,308  (15,490  (10,904  (1,433  (27,054  (15,835  193,425   7,233   111,806 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the year

  (93,446  11,957   44,900   23,854   3,527   77,172   14,823   (935,419  401,034   (451,598
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

          

Owners of the Company

  (87,710  9,370   29,284   17,891   3,527   22,106   15,918   (934,508  414,423   (509,699

Non-controlling interest

  (5,736  2,587   15,616   5,963   —     55,066   (1,095  (911  (13,389  58,101 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (93,446  11,957   44,900   23,854   3,527   77,172   14,823   (935,419  401,034   (451,598
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

      Infrastructure             
   Engineering
and
construction
  Energy  Toll roads  Transportation  Water
treatment
  Real
estate
  Parent
Company
operations
  Eliminations  Consolidated 

Year 2018 -

          

Revenue

   1,960,863   560,506   733,148   586,329   3,270   630,130   62,098   (636,882  3,899,462 

Gross profit (loss)

   62,095   120,360   107,092   122,567   592   287,959   (10,564  (15,612  674,489 

Administrative expenses

   (136,066  (20,898  (35,626  (12,007  (295  (50,730  (62,891  40,080   (278,433

Other income and expenses

   (13,509  1,243   (11  31   —     (1,971  (47,778  660   (61,335

Gain from the sale of investments

   (7  —     —     —     —     —     —     —     (7
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   (87,487  100,705   71,455   110,591   297   235,258   (121,233  25,128   334,714 

Financial expenses

   (82,861  (15,631  (28,762  (20,604  —     (14,700  (121,938  36,514   (247,982

Financial income

   15,122   4,593   4,631   35,147   559   6,397   38,614   (54,138  50,925 

Dividends

   —     —     —     —     —     —     8,344   (8,344  —   

Share of the profit or loss in associates and joint ventures

   11,366   1,608   —     —     —     (10  84,138   (100,811  (3,709
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss)/profit before income tax

   (143,860  91,275   47,324   125,134   856   226,945   (112,075  (101,651  133,948 

Income tax

   14,361   (26,275  (15,737  (38,018  (517  (69,166  22,866   (832  (113,318
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit from continuing operations

   (129,499  65,000   31,587   87,116   339   157,779   (89,209  (102,483  20,630 

Profit from discontinued operations

   44,096   —     —     —     —     —     (3,708  (3,603  36,785 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) profit for the period

   (85,403  65,000   31,587   87,116   339   157,779   (92,917  (106,086  57,415 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to:

          

Owners of the Company

   (86,857  59,866   26,731   65,337   339   28,921   (85,715  (91,810  (83,188

Non-controlling interest

   1,454   5,134   4,856   21,779   —     128,858   (7,202  (14,276  140,603 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (85,403  65,000   31,587   87,116   339   157,779   (92,917  (106,086  57,415 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 58 -


Segments by geographical area

 

   2014   2015   2016 

Revenue:

      

- Peru

   5,611,844    5,690,160    4,826,738 

- Chile

   1,011,822    944,198    707,364 

- Colombia

   125,929    778,333    570,203 

- Panama

   139,666    206,137    346,065 

- Guyana

   49,525    111,924    717 

- Brazil

   68,045    39,253    —   

- Ecuador

   —      —      3,682 

- Bolivia

   1,849    45,490    14,837 
  

 

 

   

 

 

   

 

 

 
   7,008,680    7,815,495    6,469,606 
  

 

 

   

 

 

   

 

 

 

Non-current assets:

      

- Peru

   2,461,288    3,230,288    3,995,453 

- Chile

   359,686    320,094    446,998 

- Colombia

   272,543    124,820    260,732 

- Bolivia

   1,890    15,043    13,043 

- Ecuador

   —      —      888 

- Guyana

   2,974    8,800    862 

- Brazil

   8,398    —      —   

- Panama

   —      584    —   
  

 

 

   

 

 

   

 

 

 
   3,106,779    3,699,629    4,717,976 
  

 

 

   

 

 

   

 

 

 

Until March 2017, the subsidiary Concar belonged to the ‘technical services’ segment, on April 2017, the Company transferred its subsidiary to the ‘infrastructure’ segment.

   2016   2017   2018 

Revenues:

      

- Peru

   3,590,772    3,589,048    3,347,540 

- Chile

   163,990    371,986    226,891 

- Colombia

   363,311    50,829    325,031 

- Guyana

   717    —      —   

- Ecuador

   3,682    —      —   

- Bolivia

   14,837    2,150    —   
  

 

 

   

 

 

   

 

 

 
   4,137,309    4,014,013    3,899,462 
  

 

 

   

 

 

   

 

 

 

Non-current assets:

      

- Peru

   3,995,453    4,164,342    3,896,920 

- Chile

   446,998    407,152    142,383 

- Colombia

   260,732    203,203    157,839 

- Bolivia

   13,043    149    —   

- Ecuador

   888    —      —   

- Guyana

   862    878    —   
  

 

 

   

 

 

   

 

 

 
   4,717,976    4,775,724    4,197,142 
  

 

 

   

 

 

   

 

 

 

 

8

FINANCIAL INSTRUMENTS

 

8.1

Financial instruments by category

At December 31 theThe classification of financial assets and liabilities by category is as follows:

 

  At December 31 
  2015   2016   2017   2018 

Assets according to the statement of financial position

        

Loans and accounts receivable:

    

Loans and accounts receivable at amortized cost:

    

- Cash and cash equivalents

   543,898    600,923    626,180    801,140 

- Trade accounts receivable and other accounts receivable not including advances to suppliers, net

   1,292,081    1,329,262 

- Unbilled work in progress

   1,337,981    878,515 

- Trade accounts receivable and other accounts receivable (excluding financial assets)

   2,029,575    1,302,358 

- Work in progress

   90,217    60,750 

- Financial assets related to concession agreements

   699,056    685,975    952,780    1,227,994 

- Accounts receivable from related parties

   280,153    713,048    874,682    813,129 
  

 

   

 

   

 

   

 

 
   4,153,169    4,207,723    4,573,434    4,205,371 
  

 

   

 

   

 

   

 

 

Available-for-sale financial asset (Note 10)

   120,134    —   
  

 

   

 

 

Financial asset at fair value through profit or loss

        

- Cash and cash equivalents (Mutual funds)

   10,104    6,027 

- Other financial asset

   3,153    352    181    —   
  

 

   

 

   

 

   

 

 
   13,257    6,379    181    —   
  

 

   

 

   

 

   

 

 

Financial assets related to concession agreements are recorded in the consolidated statement of financial position withinas the line items of short-term trade accounts receivable and long-term trade accounts receivable.

(All amounts expressed in thousands of S/ unless otherwise stated)

- 59 -

   2015   2016 

Financial liabilities according to the statement of financial position

    

Other financial liabilities at amortized cost

    

- Other financial liabilities

   1,480,071    2,140,297 

- Finance leases

   301,285    240,141 

- Bonds

   794,091    967,714 

- Trade and other accounts payable
(excludingnon-financial liabilities)

   1,967,270    1,769,444 

- Accounts payable to related parties

   97,968    145,537 
  

 

 

   

 

 

 
   4,640,685    5,263,133 
  

 

 

   

 

 

 

Hedging derivatives:

    

- Derivative financial instruments

   2,331    1,081 
  

 

 

   

 

 

 


   At December 31 
   2017   2018 

Financial liabilities according to the statement of financial position

    

Other financial liabilities at amortized cost

    

- Other financial liabilities

   1,561,754    1,169,184 

- Finance leases

   128,309    33,488 

- Bonds

   947,567    937,042 

- Trade and other accounts payable (excludingnon-financial liabilities)

   2,054,217    1,552,741 

- Accounts payable to related parties

   81,128    77,790 
  

 

 

   

 

 

 
   4,772,975    3,770,245 
  

 

 

   

 

 

 

Hedging derivatives:

    

- Derivative financial instruments

   383    61 
  

 

 

   

 

 

 

 

8.2

Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external risk ratings (if available) or to historical information about counterparty default rates.

- 60 -


At December 31 the credit quality of financial assets is shown as follows:

 

  At December 31, 
  2015   2016   2017   2018 

Cash and cash equivalents (*)

        

Banco de Crédito del Perú (A+)

   237,870    147,759 

Banco de Credito del Peru (A+)

   224,834    350,403 

Citibank (A)

   110,846    134,990 

Banco Continental (A+)

   43,074    136,805    100,882    114,067 

Banco Scotiabank (A+)

   38,345    121,480    71,608    73,039 

Citibank (A)

   82,471    105,812 

Banco de la Nación (A)

   64,456    30,007 

Banco Santander—Perú (A)

   21,660    17,480 

Fondo de Inversion Alianza

   —      39,051 

Banco de la Nacion (A)

   17,776    23,766 

Banco Bogota (A)

   25,609    16,782 

Banco Interbank (A)

   17,145    6,344    14,937    14,075 

Banco Santander - Peru (A)

   —      12,221 

Banco de Credito e Inversiones - Chile (AA+)

   1,105    5,909 

Banco Santander - Chile (AAA)

   22,041    3,325 

Banco de Chile (AAA)

   1,523    4,822    4,337    49 

Banco Interamericano de Finanzas (A)

   —      4,035    5,551    126 

Banco Bogotá (A)

   4,124    3,756 

Larrain Vial de Chile (A)

   3,368    3,514 

GNB

   —      2,080 

Banco Santander - Chile (AAA)

   7,181    1,941 

Scotiabank Chile (AAA)

   6,758    1,117 

Banco de Crédito e Inversiones - Chile (AA+)

   6,331    937 

Banco Scotiabank de Guyana (A)

   5,462    125    —      121 

Others

   5,064    5,061    7,388    8,273 
  

 

   

 

   

 

   

 

 
   544,832    593,075    606,914    796,197 
  

 

   

 

   

 

   

 

 

The ratings in the table above table “A“A” and AAA”“AAA” represent high qualityhigh-quality credit ratings. For banks located in Peru, the ratings wereare derived from risk rating agencies authorized by the Peruvian banking and insurance regulator “Superintendencia de Banca, Seguros y AFP” (SBS). For banks located in Chile, the ratings wereare derived from risk rating agencies authorized by the Chilean stockSecurities and insurance regulatorInsurance Supervisor “Superintendencia de Valores y Seguros” (SVS).

 

(*)

The difference between the balances shown above with the balances shown in the statement of financial position corresponds to cash on hand andin-transit remittances (Note 9).

(All amounts expressed in thousands of S/ unless otherwise stated)

The credit quality of customers is assessed in three categories (internal classification):

 

 A:

New customers/related parties (less than 6six months),

 

 B:existing

Existing customers/related parties (with more than 6six months of trade relationship) with no previous default history; and

 

- 61 -


 C:existing

Existing customers/related parties (with more than 6six months of trade relationship) with previous default history.

 

  2015   2016   2017   2018 

Trade accounts receivable (Note 11 and Note 12)

        

Counterparties with no external risk rating

        

A

   540,573    117,797    6,042    140,594 

B

   2,119,217    2,052,356    2,313,187    1,762,557 

C

   342,477    407,151    194,248    185,494 
  

 

   

 

   

 

   

 

 
   3,002,267    2,577,304    2,513,477    2,088,645 
  

 

   

 

   

 

   

 

 

Receivable from related parties (Note 13)

    

Receivable from related parties and joint operators (Note 13)

    

B

   280,153    713,048    874,682    813,129 

The total balance of trade accounts receivable and receivable from related parties is in compliance with contract terms and conditions; none of them have beenre-negotiated.

With respect toavailable-for-sale financial assets, the counterparty held an external credit rating of AAA at December 31, 2015.

 

9

CASH AND CASH EQUIVALENTS

At December 31 this account comprises:

 

  2015   2016   2017   2018 

Cash on hand

   6,116    5,944    16,468    1,377 

In-transit remittances

   3,054    7,931 

Cashin-transit

   2,798    3,566 

Bank accounts(a)

   411,695    475,025    493,666    647,832 

Time deposits(b)

   123,033    112,023    113,248    148,365 

Mutual funds

   10,104    6,027 
  

 

   

 

   

 

   

 

 
   554,002    606,950    626,180    801,140 
  

 

   

 

   

 

   

 

 

At

(a)

The Group maintains deposits in local and foreign banks, are available and earn interest at market rates. This includes reserve funds for bond payments issued by subsidiaries GyM Ferrovias S.A. and Norvial S.A.; for the year 2018 S/133 million and S/13 million, respectively (for the year 2017 S/108 million and S/16 million, respectively).

(b)

Time deposits have maturities less than 90 days and may be renewed upon maturity. These deposits earn interest that fluctuates between 2.5% and 3.5%.

As of December 31, 2016, short-term2017, and 2018, time deposits wereare mainly derived from subsidiaries GyM S.A., GyM Ferrovías, Viva GyM S.A., and GMP S.A. for S/43.7 million, S/24.7 million, S/19.6 million and S/16.4 million respectively and interest rates ranged from 0.10% to 4.95% (GyM S.A., Viva GyM S.A., GyM Ferrovías and Concar S.A. for S/36.7 million, S/33 million, S/23 million and S/11.1 million respectively, at interest rates ranging from 0.10% and 4.70%, at December 31, 2015).subsidiaries:

(i)

   2017   2018 

Graña y Montero S.A.A.

   —      110,281 

GyM Ferrovias S.A.

   36,757    32,000 

GyM S.A.

   30,497    1,906 

Concesionaria la Chira S.A.

   —      4,170 

GMP S.A.

   3,238    7 

Viva GyM S.A.

   17,879    1 

Concar S.A.

   13,611    —   

Concesion Canchaque

   11,000    —   

Other minors

   266    —   
  

 

 

   

 

 

 
   113,248    148,365 
  

 

 

   

 

 

 

Reconciliation to the cash flow statement

- 62 -


The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:

 

   2015   2016 

Cash and Cash Equivalent on Balance Sheet

   554,002    606,950 

Bank overdrafts (Note 19)

   —      (8,396
  

 

 

   

 

 

 

Balances per statement of cash flows

   554,002    598,554 
  

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   2016   2017   2018 

Cash and cash equivalent on Consolidated statement of financial position

   606,950    626,180    801,140 

Bank overdrafts (Note 19)

   (8,396   (120   (119
  

 

 

   

 

 

   

 

 

 

Balances per consolidated statement of cash flows

   598,554    626,060    801,021 
  

 

 

   

 

 

   

 

 

 

 

10

OTHER FINANCIAL ASSETS

On April 2016, the Company sold their 1.64% of interest held in Transportadora de Gas del PerúPeru S.A. (TGP) for S/107.3 million, resulting in a net profit of S/46.3 million, as shown in the income statement, within “Profit (loss) on sale of investments”. The balance of its investment at the date of sale was S/117.1 million.

The cumulative amount of fair values at the date of sale amounting to S/41.5 million (S/56 million of gain on fair value and S/14.6 million of income tax), as recognized in the statement of other comprehensive income was transferred to profits for the period.

At December 31, 2015 the fair value of the Group’s interest in TGP equals S/120.1 million based on the discounted cash flow method. The information used in the calculation was as follows:

Discounted cash flows from operating activities of TGP net of cash flows from investment activities (CAPEX).

Cash flows were estimated for a30-year term.

The discount rate used was 7.5% corresponding to estimated TGP’s WACC.

The interest of the Company in TGP was 1.64%.

The fluctuation in the fair value of this investment in 2015 amounted to S/19.9 million (S/4.6 million in 2014) net of its income tax effect amounting to S/7 million (S/1.3 million in 2014), which was recognized in the statement of other comprehensive income.

In 2015 dividends from this investment were received for a total S/7.2 million (S/9.3 million in 2014) included within Other income (Note 29).

The most significant assumptions are the discount rate and cash flows affected by the U.S. Wholesale Price Index; the Group performed a sensitivity analysis of this assumptions: if the discount rate were adjusted down by 5% the fair value would be 7.4% lower; and if the discount rate were adjusted up by 5% the fair value would be 7.1% higher; if the cash flows were adjusted down by 5% the fair value would be 9.1% lower and if the cash flows were adjusted up by 5% the fair value would be 8.8% higher.

 

11

TRADE ACCOUNTS RECEIVABLE,RECEIVABLES, NET

At December 31 this account comprises:

 

   2015   2016 

Invoices receivable

   1,548,669    1,556,817 

Collection rights

   135,267    164,645 
  

 

 

   

 

 

 
   1,683,936    1,721,462 

Impairment of receivables

   (19,650   (22,673
  

 

 

   

 

 

 
   1,664,286    1,698,789 

Less:non-current portion

    

Invoices receivable

   (610,695   (652,939

Collection rights

   (11,136   (14,580
  

 

 

   

 

 

 

Totalnon-current

   (621,831   (667,519
  

 

 

   

 

 

 

Total current

   1,042,455    1,031,270 
  

 

 

   

 

 

 

Invoices receivable are related to estimated percentages of completion approved by customers.

   2017   2018 
   Current   Non-current   Current   Non-current 

Invoice receivables

   459,722    819,699    907,007    469,510 

Unbilled receivables

   1,069,299    87,888    113,464    550,557 
  

 

 

   

 

 

   

 

 

   

 

 

 
   1,529,021    907,587    1,020,471    1,020,067 

(-) Impairment of account receivables

   (13,348   —      (12,643   —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   1,515,673    907,587    1,007,828    1,020,067 
  

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of current receivables is similar to their carrying amount since their average collection turnover is less than 60 days. These current receivables do not bear interest and have no specific guarantees.

(All amounts expressed in thousands of S/ unless otherwise stated)

Thenon-current portion of the trade accounts receivable is related to the financial asset model (Note 2.5) of subsidiary GyM FerrovíasFerrovias S.A.

At December 31, 20162018, the fair value ofnon-current accounts receivable amounted to S/6061,060 million (S/514835 million at December 31, 2015)2017), which was calculated under the discounted cash flows method, using rates of 7.14% (8.98%7.33% (6.33% at December 31, 2015)2017).

Unbilled receivables are documents related to estimates for services rendered that were not billed by the Engineering and Construction segment related to estimates of the completion advance percentage. Until such revenues are billed, they are recorded in the unbilled receivables account. As of December 31, 2018, the carrying value ofnon-current unbilled receivables is similar to their fair value, as they were recorded using the discounted cash flow method, using a rate of 1.71%.

Rights for concessions in progress correspond to future collection rights for public service concessions that are still in thepre-operational stage.

- 63 -


At December 31, 2016, collection rights primarily relate to GyM Ferroví2018, current and non-current unbilled receivables mainly from the following subsidiaries are as S.A., GMD S.A., GMI S.A., Concar S.A., CAM Servicios del Perú S.A. and Survial amounting to S/68 million, S/49 million, S/19 million, S/13 million, S/12 million and S/11 million, respectively (GyM Ferrovías S.A., GMD S.A., GMI S.A. and Survial S.A. for S/65 million, S/37 million, S/22 million and S/16 million, respectively in 2015).follows:

Unbilled receivables  2017   2018 

GyM S.A.

   581,946    14,455 

GyM Ferrovias

   354,763    558,179 

Concar S.A.

   52,508    38,770 

Survial S.A.

   30,647    19,138 

GMI S.A.

   19,699    26,622 

Norvial S.A.

   7,057    2,885 

Cam Holding SPA

   85,366    —   

Others

   25,201    3,972 
  

 

 

   

 

 

 
   1,157,187    664,021 
  

 

 

   

 

 

 

Aging of trade accounts receivable is as follows:

 

  At December 31, 
  2015   2016   2017   2018 

Current

   1,245,266    1,396,040    2,157,656    1,866,913 

Past due up to 30 days

   256,743    103,617    118,158    37,750 

Past due from 31 days up to 180 days

   122,948    113,825    141,120    25,854 

Past due from 181 days up to 360 days

   16,988    29,506    1,962    17,660 

Past due over 360 days

   41,991    78,474    17,712    92,361 
  

 

   

 

   

 

   

 

 
   1,683,936    1,721,462    2,436,608    2,040,538 
  

 

   

 

   

 

   

 

 

At December 31, 2016 trade accounts receivables with maturity greater than 31 days for S/221.8 million (S/182 million in 2015) are not fully impaired. For 2016 theThe Group has recognized impairment ofamounting to S/3.1 million (S/5.80.7 million in 2015)2017 and S/3.1 in 2016) in the consolidated statement of income statement (Note 27).

The maximum exposure to credit risk at the reporting date is the carrying amount of the accounts receivable and of unbilled work in progress (Note 12).

 

12UNBILLED

WORK IN PROGRESS, NET

At December 31 this account comprises:

 

   2015   2016 

Unbilled rights receivable

   1,092,877    1,143,634 

Rights for concessions in progress

   77,440    57,912 

Cost of work in progress

   167,664    87,168 
  

 

 

   

 

 

 
   1,337,981    1,288,714 

Impairment of work in progress (Note5.1-f)

   —      (410,199
  

 

 

   

 

 

 
   1,337,981    878,515 

Less:non-current portion

    

Unbilled rights receivable

   —      (171,752

Rights for concessions in progress

   (59,754   (25,834
  

 

 

   

 

 

 

Totalnon-current

   (59,754   (197,586
  

 

 

   

 

 

 

Total current

   1,278,227    680,929 
  

 

 

   

 

 

 
   2017   2018 
   Current   Non-current   Current   Non-current 

Unbilled receivable concessions in progress

   —      28,413    —      32,212 

Work in Progress

   61,804    —      28,538    —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   61,804    28,413    28,538    32,212 
  

 

 

   

 

 

   

 

 

   

 

 

 

UnbilledConcession rights receivable arein progress correspond to future collection rights for public service in Concesionaria Via Expresa Sur S.A. that is in the rights that were not billed by the Engineeringpre-operational stage and Construction segment. Until that revenue is billed, they are stated as unbilled rights receivable. At December 31, 2016, the book value ofnon-current unbilled rights receivable is similar to its fair value since it was recorded using the discounted cash flow method, using a 1.71% rate.has been suspended until July 2019 (Note 6-b).

Rights for concessions

- 64 -


Work in progress include rights of future collections from public services concessions that are inpre-operational stage.

(All amounts expressed in thousands of S/ unless otherwise stated)

Deferred costs of work in progress include all those expenses incurred by the Group comprising future activities to be carried out under construction contracts currently effective. The Group estimates that all incurred cost will be billed and collected.

At December 31, 20162018 and 20152017 work in progress that remained to be billed are shown net of any advances received from customers for S/10.5813.5 million and S/42.515.3 million, respectively, under the terms and conditions set forth in each specific agreement. These advances are mostly related to subsidiary GyM S.A.

 

13

TRANSACTIONS WITH RELATED PARTIES AND JOINT OPERATORS

 

 a)

Transactions with related parties

Major transactions between the Company and its related parties are summarized as follows:

 

  2014   2015   2016   2016   2017   2018 

Revenue from sales of goods and services:

            

- Associates

   6,040    1,400    —      —      3,367    1,704 

- Joint operations

   43,897    52,384    36,901    36,901    18,138    56,560 
  

 

   

 

   

 

   

 

   

 

   

 

 
   49,937    53,784    36,901    36,901    21,505    58,264 
  

 

   

 

   

 

   

 

   

 

   

 

 

Purchase of goods and services:

            

- Associates

   42    18    —      739    2,776    2,130 

- Joint operations

   715    489    3,228    3,228    14,191    601 
  

 

   

 

   

 

   

 

   

 

   

 

 
   757    507    3,228    3,967    16,967    2,731 
  

 

   

 

   

 

   

 

   

 

   

 

 

Inter-company transactions are based on theprevailing price lists in force and terms and conditions that would be agreed with third parties.

 

 b)

Key management compensation

Key management includes directors (executives(executive andnon-executives)non-executive), members of the Executive Committee and Internal Audit Management. The compensation paid or payable to key management in 20162018 amounted to S/58 million (S/90.5 million in 2017, which includes S/25.6 million to discontinued operations, S/106.9 million (S/111.7in 2016, which includes S/82 million in 2015)to discontinued operations) and only relates to short-term benefits.

 

- 65 -


 c)

Balances at the end of the year were:

 

   At December 31, 2015   At December 31, 2016 
   Receivable   Payable   Receivable   Payable 

Joint operations:

        

Consorcio Constructor Ductos del Sur

   154,383    —      62,834    37,238 

Consorcio GyM Conciviles

   57,679    —      61,006    —   

Consorcio Rio Urubamba

   10,856    2,819    9,072    —   

Consorcio Peruano de Conservación

   6,270    —      8,784   

-Consorcio Vial Quinua

   1,036    89    4,198    738 

Consorcio Italo Peruano

   465    21,907    4,174    17,325 

Consorcio La Gloria

   3,116    3,077    3,521    3,080 

Terminales del Perú

   9,459    —      3,215    259 

Consorcio Rio Mantaro

   6,021    15,941    3,191    6,886 

Consorcio Vial Sierra

   —      —      940    5,400 

Consorcio Constructor Chavimochic

   2,558    6,422    915    2,471 

Consorcio Energía y Vapor

   3,328    —      491    3,203 

Consorcio Ermitaño

   —        83    6,372 

Consorcio Menegua

   1,910    —      30    3,803 

Consorcio para la Atención y Mantenimiento de Ductos -

   —      —        21,790 

Consorcio Huacho Pativilca

   80    5,041    —      3,434 

Ingeniería y Construcción Sigdo Koppers-Vial

   2,659    3,900    —      —   

Complementarios Ltda.

   84    6,956    —      —   

Other minors

   11,728    7,390    10,134    2,472 
  

 

 

   

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   At December 31,   At December 31, 
   2017   2018 
   Receivable   Payable   Receivable   Payable 

Current portion:

        

Joint operations

        

Consorcio Rio Urubamba

   8,964    —      9,122    —   

Consorcio Peruano de Conservacion

   7,417    —      6,417    —   

Consorcio Italo Peruano

   14,536    18,849    3,322    4,996 

Consorcio Constructor Chavimochic

   1,959    5,817    2,138    6,199 

Consorcio GyM Conciviles

   43,435    —      1,855    —   

Consorcio La Gloria

   1,688    1,358    1,369    1,006 

Consorcio Ermitaño

   1,067    6    781    624 

Terminales del Perú

   3,290    —      459    —   

Consorcio TNT Vial y Vives - DSD Chile Ltda

   —      —      —      11,804 

Consorcio Rio Mantaro

   1,134    763    —      6,655 

Consorcio Vial Quinua

   —      2,162    —      1,970 

Consorcio Huacho Pativilca

   —      2,377    —      475 

Consorcio Vial Sierra

   2,355    1,854    —      —   

Consorcio para la Atencion y Mantenimiento de Ductos

   —      12,074    —      —   

Other minors

   12,221    7,045    9,215    11,323 
  

 

 

   

 

 

   

 

 

   

 

 

 
   98,066    52,305    34,678    45,052 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

   At December 31, 2015   At December 31, 2016 
   Receivable   Payable   Receivable   Payable 

Carried forward:

   271,632    73,542    172,588    114,471 

Brought forward:

   271,632    73,542    172,588    114,471 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other related parties:

        

Adexus S.A.

   8,521    —      —      —   

Gaseoducto Sur Peruano S.A

   —      —      531,383    —   

Perú Piping Spools S.A.C.

   —      —      9,077    —   

Ferrovias Participaciones

   —      20,136    —      20,813 

Ferrovias Argentina

   —      —      —      2,835 

Arturo Serna

   —      4,290    —      7,418 
  

 

 

   

 

 

   

 

 

   

 

 

 
   8,521    24,426    540,460    31,066 
  

 

 

   

 

 

   

 

 

   

 

 

 
   280,153    97,968    713,048    145,537 
  

 

 

   

 

 

   

 

 

   

 

 

 

Lessnon-current portion:

        

Gaseoducto Sur Peruano S.A

   —      —      (531,384   —   

Consorcio Constructor Ductos del Sur

   —      —      —      (37,238

Ferrovias Participaciones

   —      (20,136   —      (20,813

Ferrovias Argentina

   —      —      —      (2,835

Arturo Serna

   —      —      —      (4,434
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current portion

   —      (20,136   (531,384   (65,320
  

 

 

   

 

 

   

 

 

   

 

 

 

Portion current

   280,153    77,832    181,664    80,217 
  

 

 

   

 

 

   

 

 

   

 

 

 
   At December 31,   At December 31, 
   2017   2018 
   Receivable   Payable   Receivable   Payable 

Other related parties

        

Ferrovias Argentina

   —      2,684    —      10,242 

Peru Piping Spools S.A.C.

   279    185    225    —   

Gasoducto Sur Peruano S.A

   2,407    —      —      —   

Other minors

   —      —      —      647 
  

 

 

   

 

 

   

 

 

   

 

 

 

Current portion

   100,752    55,174    34,903    55,941 
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current portion:

        

Gasoducto Sur Peruano S.A

   773,930    —      773,927    —   

Ferrovias Participaciones

   —      21,648    —      21,849 

Other minors

   —      4,306    4,299    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current

   773,930    25,954    778,226    21,849 
  

 

 

   

 

 

   

 

 

   

 

 

 

Receivables and payables are mainly of current maturityshort-term and do not have specific guarantees, except for the receivable account from GSP. Accounts receivable from related parties have maturity periods of 60 days and arise from sales of goods and services. These short-term balances arenon-interest-bearingnon-interest-bearing. due to their short-term maturities and are not impaired.As of December 31, 2018, an impairment was recognized for S/31 million in the financial statements of Consorcio GyM Conciviles (S/18 million as of December 31, 2017).

ThisThe non-current balance relatescorresponds to the commitments that resultedobligations arising from the early termination of the GSP project (Note16.a-i) 16 a-i). At As of December 31, 20162018, the book value of the non-current account receivables from related partiesrecorded by the Group totaling S/773.9 million (S/524.9 million in the Company and S/249 in GyM S.A.). The amount of S/524.9 million is similar to its fair value sinceas it was accounted forrecorded using the discounted cash flow method, with a 1.71%at an annual rate whichof 3.46% that originated a discount value of US$25.8 million. View events after the dateS/17.8 million (equivalent to S/8.1 million in 2017) (Note 28).

Additionally, as a consequence of the statementearly termination of financial positionthe GSP, and the related facts, the subsidiary GyM S.A. reclassified as of December 31, 2017, the balances of the Consorcio Constructor Ductos del Sur to which adjustments for impairment had previously been applied (Note 5.1-f) and which, up to 2016, was included in Note 37.the consolidation under the proportional share method. The value of accounts receivable from CCDS corresponds mainly to collection rights to GSP for S/249 million.

Accounts payable to related parties have maturity periods of 60 days and arise from engineering, construction, maintenance, and other services received. These balances are not interest-bearing due to their short-term maturities.

Transactions withnon-controlling interest are disclosed in Note 36.

 

- 66 -


14

OTHER ACCOUNTS RECEIVABLE

At December 31 this account comprises:

 

   2015   2016 

Advances to suppliers (a)

   170,126    305,022 

Income taxon-account payments (b)

   165,705    202,045 

Fiscal credit (c)

   146,785    132,316 

Guarantee deposits (d)

   125,269    95,916 

Claims to third parties

   17,846    59,198 

Petróleos del Perú S.A.- Petroperú S.A.

   8,891    46,413 

Temporary tax on net assets

   20,051    21,204 

Taxes receivable

   42,404    13,954 

Claims to SUNAT(pre-paid taxes)

   19,544    16,479 

Restricted funds

   —      14,067 

Rental and sale of equipment

   9,919    13,640 

Receivables from personnel

   8,168    10,726 

Advances pending liquidation

   3,478    2,447 

Loans to third parties

   83,657    1,065 

Other

   64,803    72,976 
  

 

 

   

 

 

 

Carried forward:

   886,646    1,007,468 
  

 

 

   

 

 

 
   2017   2018 
   Current   Non-current   Current   Non-current 

Advances to suppliers (a)

   149,464    255,181    81,719    64,817 

Income taxon-account payments (b)

   125,176    2,607    91,353    —   

VAT credit (c)

   81,732    30,680    79,076    26,162 

Guarantee deposits (d)

   113,429    —      167,769    12,241 

Claims to third parties (e )

   109,491    11,808    62,163    —   

Petroleos del Peru S.A.- Petroperu S.A.

   3,619    53,918    11,953    63,797 

Taxes receivable

   66,083    33,428    20,246    25,644 

Restricted funds (f)

   61,993    44,770    39,394    28,578 

Rental and sale of equipment

   27,970    —      34,768    —   

Accounts receivable from personnel

   8,868    —      3,479    —   

Consorcio Constructor Ductos del Sur (g)

   —      29,264    —      52,114 

Consorcio Panorama

   —      —      5,306    21,826 

Other minors

   19,018    9,196    16,059    7,778 
  

 

 

   

 

 

   

 

 

   

 

 

 
   766,843    470,852    613,285    302,957 

(-) Impairment

   (1,398   —      (24,834   —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   765,445    470,852    588,451    302,957 
  

 

 

   

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   2015   2016 

Brought forward:

   886,646    1,007,468 

Lessnon-current portion:

    

Advances to suppliers

   (2,200   (225,567

Fiscal credit

   (55,663   (52,225

Claims to third parties

   —      (32,669

Petróleos del Perú S.A.- Petroperú S.A.

   (7,948   (29,534

Other

   (118   (17,957
  

 

 

   

 

 

 

Non-current portion

   (65,929   (357,952
  

 

 

   

 

 

 

Current portion

   820,717    649,516 
  

 

 

   

 

 

 

Other receivables are neither past due nor impaired. Othernon-current accounts receivable have maturities between 2two and 5five years.

The fair value of the short-term receivables approximates their carrying amount due to their short-term maturities. Thenon-current portion mainly comprisesnon-financial assets such as advances to suppliers and fiscal credit; the remaining balance is not significant for any period shown in the financial statements.credits.

The maximum exposure to credit risk at the reporting date is the carrying amountamounts of each class of above-mentioned other receivables. The Group does not demand guarantees.

The following paragraph contains a description of major accounts receivable:

 

 (a)

Advances to suppliers

In 2016, theThe balance mainly comprises advances that subsidiary GyM Ferrovias S.A. gave to Alsthom Transporte for S/230 million. In 2015 the balance mainly comprises advances that subsidiary GyM S.A. gave for importing equipment to be used in Consorcio Río Mantaro Project amounting to S/76 million.to:

 

   2017   2018 
   Current   Non-current   Current   Non-current 

Alsthom Transporte - Linea 1

   9,985    223,387    1,578    64,817 

Electromechanical works Refineria Talara

   29,814    —      4,582    —   

Infrastructure Linea Amarilla

   40,669    —      5,545    —   

Bombardier - Linea 1

   —      29,142    —      —   

Advances - joint operations vendors

   —      —      21,647    —   

Other

   68,996    2,652    48,367    —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   149,464    255,181    81,719    64,817 
  

 

 

   

 

 

   

 

 

   

 

 

 

- 67 -


 (b)

Income taxon-account payment payments

This balance mainly consists of income taxon-account payments made by GyM S.A., GMP S.A., Graña y Montero S.A.A., CAM Holding S.p.A., Viva GyM S.A., GMI S.A. and GMD S.A. for S/133 million, S/17 million, S/16 million, S/16 million, S/5 million, S/4 million and S/4 million, respectively (GyM S.A., Graña y Montero S.A.A., GMP S.A., CAM Holding S.p.A., Concar S.A. and Viva GyM S.A. for S/95 million, S/16 million, S/12 million, S/8 million, S/5 million and S/4 million, respectivelycredits in 2015).the following subsidiaries:

   2017   2018 
   Current   Non-current   Current   Non-current 

GyM S.A.

   84,923    —      55,377    —   

GMI S.A.

   542    —      3,877    —   

GMP S.A.

   19,318    —      8,511    —   

CONCAR S.A.

   4,565    —      8,563    —   

VIVA GyM S.A.

   6,121    —      8,114    —   

Graña y Montero S.A.A.

   —      —      6,463    —   

GyM Ferrovías S.A.

   3,606    —      —      —   

Others

   6,101    2,607    448    —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   125,176    2,607    91,353    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 (c)Fiscal

Tax credit related to VAT on the following subsidiaries:

This item is related to subsidiaries GyM S.A., Viva GyM S.A., Norvial S.A., Negocias del Gas S.A., La Chira S.A. and Concesionaria Vía Expresa Sur S.A. amounting to S/55 million, S/25 million, S/15 million, S/8 million, S/5 million and S/5 million, respectively (GyM S.A., Viva GyM S.A., Norvial S.A., Survial S.A., GyM Ferrovías S.A., La Chira and GMP S.A. for S/41 million, S/22 million, S/15 million, S/14 million, S/13 million, S/12 million and S/3 million, respectively in 2015).

   2017   2018 
   Current   Non-current   Current   Non-current 

GyM S.A.

   50,326    530    38,653    530 

VIVA GyM S.A.

   10,894    9,983    511    6,744 

GyM Ferrovías S.A.

   8,653    —      25,453    —   

Negocios del gas S.A.

   —      8,411    —      8,411 

Concesionaria Vesur S.A.

   —      5,319    1,015    5,059 

Graña y Montero S.A.A.

   1,571    —      9,821    —   

GMP S.A.

   3,992    —      456    —   

CONCAR S.A.

   1,551    —      2,382    —   

NORVIAL S.A.

   —      3,209    —      1,997 

Others

   4,745    3,228    785    3,421 
  

 

 

   

 

 

   

 

 

   

 

 

 
   81,732    30,680    79,076    26,162 
  

 

 

   

 

 

   

 

 

   

 

 

 

Management considers that this VAT fiscalVAT-fiscal credit will be recovered in the normal course of future operations of these subsidiaries.

 

 (d)

Guarantee deposits -

Guarantee deposits are the funds retained by customers for work contracts assumed basically by the subsidiary GyM S.A. These deposits are retained by the customers to secure the Subsidiary’s compliance with its obligations under the contracts. The amounts retained will be recovered once the contracted work is completed.

(e)

Third-Party Claims

(All amounts expressedIncludes mainly an amount of S/27.2 million related to the claim from the resolution of the Sale and Purchase Contract for the Development of the Large Scale Real Estate Project for Social Housing Construction “Ciudad Alameda de Ancon” subscribed by the subsidiary Viva GyM together with the Ministry of Housing, and Fondo Mi Vivienda.

This Sale and Purchase Contract was rightfully terminated due to the impossibility of executing its terms and conditions since it became impossible to install proper potable water and sewerage services for the housing units that were to be developed within the term limit established in thousandsthe Contract. As a consequence, and in accordance with the provisions of Civil Code 1372, the parties are obliged to fully reimburse the executed benefits to date, which results in the reimbursement of S/ unless otherwise stated)22 million by the Ministry of Housing and S/5.2 million by the Fondo Mi Vivienda to Viva GyM.

- 68 -


(f)

Restricted Funds

Includes guarantee accounts for the credit agreement subscribed between the Company and Credit Suisse AG amounting to S/28 million, as reserve for the payment of interest; and S/11 million from Viva GyM S.A. for bank guarantee.

(g)

Consorcio Constructor Ductos del Sur

In 2018, it refers to the recognition of debts to subcontractors for S/21.6 million and rights for the collection of a penalty for termination of the contract for S/30.6 million.

 

15

INVENTORIES net

At December 31 this account comprises:

 

  2015   2016   2017   2018 

Land

   361,082    398,120    317,337    230,689 

Work in progress - Real estate

   415,538    289,775 

Work in progress - real estate

   150,537    135,376 

Finished properties

   136,621    244,240    203,209    76,027 

Construction material

   162,538    114,919 

Construction materials

   51,131    27,852 

Merchandise and supplies

   87,643    97,860    90,504    53,310 
  

 

   

 

   

 

   

 

 
   1,163,422    1,144,914    812,718    523,254 

Impairment of inventories (Note5.1-f)

   (4,268   (40,621

(-) Impairment of inventories

   (42,007   (9,207
  

 

   

 

   

 

   

 

 
   1,159,154    1,104,293    770,711    514,047 
  

 

   

 

   

 

   

 

 

- 69 -


Land

Land -

At December 31, land comprises properties, net of impairment, for the implementation of the following projects of the subsidiary Viva GyM:GyM. As of December 2018, the impairment provision amounts to S/9.2 million (nil at 2017):

 

   2015   2016 

Lurín (a)

   92,071    95,634 

Miraflores (b)

   79,971    80,552 

San Miguel (c)

   69,859    70,556 

San Isidro (d)

   —      46,606 

Ancón (e)

   33,068    35,934 

Nuevo Chimbote

   15,834    17,054 

Huancayo

   11,324    11,618 

Villa el Salvador

   19,143    —   

San Martín de Porres

   12,978    —   

Others

   26,834    40,166 
  

 

 

   

 

 

 
   361,082    398,120 
  

 

 

   

 

 

 
   2017   2018 

Lurin (a)

   103,574    72,080 

San Isidro (b)

   58,441    49,664 

San Miguel (c)

   44,126    28,811 

Nuevo Chimbote (d)

   17,201    17,262 

Barranco (e)

   11,413    13,585 

Huancayo (f)

   13,572    8,282 

Ancon (g)

   37,823    —   

Canta Callao

   12,978    —   

Piura

   —      8,105 

Carabayllo II

   —      14,941 

Others

   18,209    8,752 
  

 

 

   

 

 

 
   317,337    221,482 
  

 

 

   

 

 

 

 

(a)

Plot of land of 750318 hectares located in the district of Lurín,Lurin, province of Lima, for industrial development and public housing.

(b)Plot of land located in Av. El Ejército, Urbanización. Santa Cruz, Miraflores, province of Lima, a development complex consisting of a5-star hotel, convention center, business, cultural, commercial and residential building center.
(c)Plot of land located in the district San Miguel of 1.4 hectares to develop a traditional multi-family building of 1,004 apartments in 4 stages.
(d)

A plot of land in the district of San Isidro in which a15-storey15-story building will be built with 2824 apartments and 121124 parking spaces.

(c)

Land located in San Miguel of 1 hectare for the development of a multi-family housing project of 248 apartments and 185 parking lots.

(d)

Land located in Chimbote, 11.5 hectares, for the development of a social housing project

(e)A108-hectare

Land located in Paul Harris St. N°332 and N°336 in Barranco district, for the development of a residential building project.

(f)

Land located in Huancayo, 8.5 hectares for the development of a land property in whichsale project.

(g)

In Ancon, a megalarge scale housing-project will be implemented, including apartments rangingwas terminated and the subsidiary Viva GyM reclassified to accounts receivable from 55 m2 to 75 m2, as well as housesMinistry of 75 m2.Housing.

(All amounts expressed in thousands of S/ unless otherwise stated)

Land properties correspond to assets maintained fromsince 2015, consist of assets of projects, thefor which construction of which havehas not yet begun. ChangesVariance in these balances over 2016 primarily reflects higher costs of project2018 is mainly due to engineering, license paperwork, and other smaller costs. Construction in these land properties is expected to begin in late 20172019 and the first quartersecond half of 2019. The land property located in San Martín de Porres was reclassified to “Finished properties” since the construction started and finished at December 31, 2016. The plot of land in Villa El Salvador was sold in 2016.2020.

Real estate - work in progress

At December 31, real state work in progress comprises the following projects:

 

  2015   2016   2017   2018 

Klimt

   67,910    100,751 

Los Parques de Comas

   77,346    89,074    70,647    69,743 

Los Parques del Callao

   57,672    51,613    53,441    46,697 

Real 2

   7,497    17,181 

Villa El Salvador 2

   9,918    12,674    2,141    —   

El Rancho

   166,256    —   

Los Parques de San Martín (2nd phase)

   19,063    —   

Others

   9,876    18,482    24,308    18,936 
  

 

   

 

   

 

   

 

 
   415,538    289,775    150,537    135,376 
  

 

   

 

   

 

   

 

 

During 20162018 the CompanyGroup has capitalized financing costs of these construction projects (Note 2.20) amounting to S/12.27.9 million at annual interest rates between 7.0% and 12.0% (S/5.9 million in 2017 at interest rates between 6.75%7.0% and 8.90% (S/4 million in 2015 at interest rates between 5.3% and 9.5%; and S/9 million in 2014 at interest rates between 3.12% and 8.5%11.22%).

- 70 -


Finished properties -

At December 31, the balance of finished properties consists of the following investment properties:

 

  2015   2016   2017   2018 

El Rancho

   —      121,302    82,796    19,314 

Panorama

   70,951    33,443    18,481    —   

Los Parques de San Martín de Porres

   21,557    30,724    16,687    4,029 

Los Parques del Callao

   —      19,736 

Los Parques de Callao

   486    389 

Rivera Navarrete

   14,085    11,966    7,870    4,053 

Los Parques de Carabayllo 2nd phase

   9,848    7,497 

Los Parques de Carabayllo 2da etapa

   3,134    942 

Los Parques de Comas

   4,115    7,336    16,058    18,785 

Los Parques de Villa El Salvador II

   12,604    5,951    9,313    4,277 

Klimt

   44,103    5,911 

Real 2

   3,877    556 

Huancayo

   —      15,546 

Others

   3,461    6,285    404    2,225 
  

 

   

 

   

 

   

 

 
   136,621    244,240    203,209    76,027 
  

 

   

 

   

 

   

 

 

Construction materials

At December 31, 2016 and 2015,2018, construction materials relatescorrespond mainly to GSP projectdifferent projects of the subsidiary GyM S.A. for S/54.827.8 million (Stracon GyM S.A., Morelco S.A., and GyM S.A. for S/68.350 million respectively, of which S/33.8 million corresponding to Consorcio Constructor Ductos del Sur (CCDS) were impaired in 2016 (Note5.1-f).

Atat December 31, 2016 borrowings are secured with land properties and work in progress comprising the following projects: Los Parques de Callao, Ancón and El Rancho. The total amount of the guarantee is S/101.2 million (S/175 million in 2015)2017).

(All amounts expressed in thousands of S/ unless otherwise stated)

 

16

INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

At December 31 this account comprises:

 

  2015   2016   2017   2018 

Associates

   490,702    286,403    250,053    250,282 

Joint ventures

   146,303    103,356    18,618    7,483 
  

 

   

 

   

 

   

 

 
   637,005    389,759    268,671    257,765 
  

 

   

 

   

 

   

 

 

The amounts recognized in the income statement are as follows:

 

  2014   2015   2016   2017   2018 

Associates

   29,132    22,800    (584,801   (5,566   (5,308

Joint ventures

   24,313    2,193    (4,909   6,039    1,599 
  

 

   

 

   

 

   

 

   

 

 
   53,445    24,993    (589,710   473    (3,709
  

 

   

 

   

 

   

 

   

 

 

 

- 71 -


 a)

Investment in associates

Set out in the table below are the associates of the Group at December 31, 20152017, and 2016.2018. The associates listed below have share capital solely consisting of common shares, which are held directly by the Group. None of the associates are listed companies; therefore, there is no quoted market price available for their shares.

 

              Carrying amount               Carrying amount 
  Class   Interest in capital   At December 31,   Class   Interest in capital   At December 31, 

Entity

  of share   2015   2016   2015   2016   of share   2017   2018   2017   2018 
      %   %               %   %         

Gasoducto Sur Peruano S.A.

   Common    20.00    20.00    437,494    218,276    Common    21.49    21.49    218,276    218,276 

Promoción Inmobiliaria del Sur S.A.

   Common    22.50    22.50    28,733    31,768 

Concesionaria Chavimochic S.A.C.

   Common    26.50    26.50    17,202    32,394    Common    26.50    26.50    22,091    20,524 

Betchel Vial y Vives Servicios

          

Complementarios Ltda.

   Common    40.00    40.00    6,187    69 

Betchel Vial y Vives Servicios Complementarios Ltda.

   Common    40.00    40.00    102    94 

Others

         1,086    3,896          9,584    11,388 
        

 

   

 

         

 

   

 

 
         490,702    286,403          250,053    250,282 
        

 

   

 

         

 

   

 

 

The most significant associates are described as follows:

 

 i)

Gasoducto Sur Peruano S.A. -

In November 2015, the group acquired a 20% interest in Gasoducto Sur Peruano (hereinafter GSP)(hereafter “GSP”) and obtained a 29% interest in theConsorcio Constructor Ductos del Sur Consortium (CCDS) through its subsidiary GyM.GyM S.A. GSP signed on July 22, 2014, a concession contract with the Peruvian governmentGovernment (Grantor) to build, operate and maintain the pipelines transportation system byof natural gas pipelines to meet the demand of the cities ofin the Peruvian southern region. Additionally, GSP signed an engineering, procurement, and construction (EPC) contract with the Ductos del Sur Consortium (CCDS).CCDS. The Group made an investment of US $ US$242.5 million (S / 811(S/819 million), and was required to assume 20% of the performance guarantee established in the Concessionconcession contract for US $ US$262.5 million (equivalent to S / 882S/887 million) and 20%21.49% of the guarantee for thea bridge loan obtained by GSP for US $ of US$600 million (equivalent to S / 2,016S/2,027 million) See subsequent events after the date of the statement of financial position in Note 37.

ii)Promoción Inmobiliaria del Sur S.A.

An entity engaged in purchasing land properties to obtain gains from their subsequent appreciation and disposal in the long term. Major assets consist of plots of land of 891.08 hectares in Lurín and 2.07 hectares in Punta Hermosa, both in Lima. Based on recent appraisals of the properties,

(All amounts expressed in thousands of S/ unless otherwise stated)

Management believes that the commercial value of these properties is higher than their carrying amount.

iii)Concesionaria Chavimochic S.A.C.

An entity that was awarded with the implementation of the Chavimochic irrigation Project, including: a) design and construction of the work required for the third-phase of the Chavimochic irrigation project in the province of La Libertad; b) operation and maintenance of works; and c) water supply to the Project users. Construction activities started in 2015; the concession effective period is 25 years and the total investment amounts US$647 million.

(All amounts expressed in thousands of S/ unless otherwise stated)

The following table shows financial information of the principal associates:.

Summarized financial information for associates -

   Gaseoducto Sur Peruano S.A.  Promoción Inmobiliaria
del Sur S.A.
  Chavimochic S.A.C. 
   At December, 31  At December, 31  At December, 31 
   2015  2016  2015  2016  2015  2016 

Current

       

Assets

   303,219   375,547   124,887   149,300   171,400   120,342 

Liabilities

   (3,357,508  (6,747,492  (32,072  (187,380  (110,799  (3,160

Non-current

       

Assets

   4,943,392   8,522,099   47,699   193,127   8,608   8,282 

Liabilities

   (7,442  —     (13,090  (13,855  (2,547  (1,918
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets

   1,881,661   2,150,154   127,424   141,192   66,662   123,546 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   Gasoducto Sur Peruano S.A.  Promoción Inmobiliaria
del Sur S.A.
  Chavimochic S.A.C. 
   2015  2016  2014  2015  2016  2014  2015  2016 

Revenues

   3,007,799   3,323,410   88,870   90,970   65,071   67,473   376,124   264,386 

Profit (loss) from continuing operations

   69,191   (1,372,594  82,080   80,372   42,281   175   22,995   (2,994

Incometax

   (19,828  —     (24,521  (25,373  (11,839  (57  (6,656  921 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) from continuing operations after income tax

   49,363   (1,372,594  61,402   65,245   30,442   118   16,339   (2,073
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Othercomprehensiveincome

   —     —     —     —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income

   49,363   (1,372,594  61,402   65,245   30,442   118   16,339   (2,073
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

The movement of the investments in associates is as follows:

   2014   2015   2016 

Opening balance

   28,209    82,494    490,702 

Contributions

   —      —      390,506 

Acquisition of Gasoducto Sur Peruano (Note 16a-i)

   —      437,494    —   

Acquisitions

   51,244    —      —   

Change in corporate structure of

      

Panorama Project (Note 16a-ii)

   —      (39,180   —   

Dividends received

   (25,191   (9,838   (10,149

Equity interest in results

   29,132    22,800    8,304 

Impairment of GSP

   —      —      (593,105

Decrease in capital

   —      —      (166

Derecognition of investments

   —      (2,755   —   

Conversion adjustment

   (900   (313   311 
  

 

 

   

 

 

   

 

 

 

Final balance

   82,494    490,702    286,403 
  

 

 

   

 

 

   

 

 

 

In addition to the GSP acquisition described in Note 16a-i); in 2014, 2015 and 2016 the following significant movements were noted:

During 2016 cash contributions were made principally to Gasoducto Sur Peruano S.A. and Concesionaria Chavimochic amounting to S/373.9 million and S/15.7 million, respectively.

In 2016 the Group obtained dividends mainly from Betchel Vial y Promoción Inmobiliaria del Sur S.A. amounting to S/6.3 million and S/3.8 million, respectively. In 2015 the Group received dividends from Promoción Inmobiliaria del Sur S.A. amounting to S/9.8 million (from Promoción Inmobiliaria del Sur S.A., Ingeniería y Construcción Vial y Vives OGP-1 Limitada y Betchel Vial y Vives Servicios Complementarios Ltda. for S/3.4 million, S/16.6 million and S/4.9 million, respectively in 2014).

In 2016, the Group included an impairment provision of GSP for S/593.1 million (US$176.49 million). See subsequent events after the date of the statement of financial position in Note 37.

In 2015, the “share of the profit or loss in associates and joint ventures under the equity method” shown in the income statement includes S/17.3 million as expenses that subsidiary GyM S.A. had to pay for the execution of the letter of guarantee in JV Panama.

In March 2014, Constructora Norberto Odebrecht S.A. and Odebrecht Partipacoes e Investimentos S.A. formed Concesionaria Chavimochic S.A.C., in which the Company had a 26.5% interest based on a capital contribution of S/13.3 million.

In December 2014, subsidiary Viva GyM S.A. made a capital contribution of S/37.8 million, by which it joined the Panama Project initially carried out by a third party and the Group and by which a 35% interest was obtained. On December 17, 2015 the business operating structure was decided to be changed, which resulted in the extinguishment of the association and the formation of a consortium by which the partners would have joint control of the business, with no effect on their percentage share in profit distribution. From that date onwards, the Group ceased to use the equity method of accounting to recognize the investment and began to use the joint operation accounting treatment.

(All amounts expressed in thousands of S/ unless otherwise stated)

b)Investment in Joint Ventures -

Set out below are the joint ventures of the Group as of December 31:

Entity

  share   2015   2016   2015   2016 
       %   %         

Tecgas N.V.

   Common    51.00    51.00    79,450    84,100 

Sistemas SEC

   Common    49.00    49.00    9,228    9,591 

Logistica Químicos del Sur S.A.C.

   Common    50.00    50.00    8,265    8,515 

G.S.J.V. SCC

   Common    50.00    50.00    8,800    861 

ConstructoraSK-VyV Ltda.

   Common    50.00    50.00    3,287    59 

Adexus S.A. (Note 33 a)

   Common    44.00    —      37,034    —   

Others

   Common        239    230 
        

 

 

   

 

 

 
         146,303    103,356 
        

 

 

   

 

 

 

i)Tecgas N.V. -

This entity provides services of operations and maintenance of oil pipelines and related activities, its activities are focused in the service agreement of operations and maintenance of oil pipelines of the concession of Transportadora de Gas del Perú S.A.A. - TGP (its largest customer).

ii)Sistemas SEC -

The company’s activities include the renovation and automation of the electrical system and signaling of railways and communications within the Santiago - Chillán - Bulnes - Caravans and Conception areas. The contract was awarded in 2005 for a period of 16 years.

iii)Adexus S.A. -

It is mainly engaged in providing specialized technological IT services and communications solutions, including system integration to companies in a wide range of industries, such as financial services, telecommunications, manufacturing, mining, retail, among others. The Group acquired control of this company since August 2016, going from a joint venture to a subsidiary (Note33-a).

The following table shows the financial information of the principal joint ventures:

Summarized financial information for joint ventures -

   Tecgas N.V.   Adexus S.A. 
   At December 31,   At December 31, 
   2015   2016   2015 

Current

      

Cash and cash equivalents

   71,903    67    13,626 

Other current assets

   41,219    92,843    128,616 
  

 

 

   

 

 

   

 

 

 

Total current assets

   113,122    92,910    142,242 
  

 

 

   

 

 

   

 

 

 

Financial liabilities (excluding trade payables)

   —      —      (100,618

Other current liabilities

   (103,941   (87,780   (68,116
  

 

 

   

 

 

   

 

 

 

Total current liabilities

   (103,941   (87,780   (168,734
  

 

 

   

 

 

   

 

 

 

Non-current

      

Totalnon-current assets

   192,360    33,336    174,159 

Totalnon-current liabilities

   (47,686   (7,367   (63,397
  

 

 

   

 

 

   

 

 

 

Net assets

   153,855    31,099    84,270 
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   Tecgas N.V.   Adexus S.A. 
   At December 31,   At December 31, 
   2015   2016   2015 

Revenue

   426,487    457,554    334,376 

Depreciation and amortization

   (11,749   (2,266   (18,387

Interest income

   138    215    47 

Interest expense

   (122   —      (23,026

Profit (loss) from continuing operations

   1,876    (3,209   (35,573

Income tax expense

   (892   (4,078   2,391 
  

 

 

   

 

 

   

 

 

 

Post-tax profit (loss) from continuing operations

   984    (7,287   (33,182
  

 

 

   

 

 

   

 

 

 

Other comprehensive income

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income

   984    (7,287   (33,182
  

 

 

   

 

 

   

 

 

 

The movement of the investments in joint ventures was as follows:

   2014   2015   2016 

Opening balance

   59,758    147,069    146,303 

Debt capitalization

   —      —      8,308 

Contributions

   —      —      6,889 

Equity interests in profits

   24,313    2,193    (4,909

Acquisitions

   78,615    44,145    —   

Transfer of Adexus from acquisition of control

   —      —      (35,870

Dividends received

   (11,527   (42,122   (17,843

Decrease in capital

   —      (3,364   (1,798

Translation adjustment

   (4,090   (1,618   2,276 
  

 

 

   

 

 

   

 

 

 

Final balance

   147,069    146,303    103,356 
  

 

 

   

 

 

   

 

 

 

In 2016, 2015 and 2014 the following significant movements were carried out:

The Group obtained dividends in 2016 principally from Consorcio G.S.J.V.SCC and Constructora SK - VyV Ltda. for S/13.1 y S/3.3 million (S/41.1 million in 2015 and S/11.5 million in 2014 from Constructora SK - VyV Ltda.).

In February and December 2016 a debt with Adexus was capitalized and a cash contribution was made to Tecgas N.V. for S/8.3 million and S/6.9 million, respectively.

In August 2015 the Company acquired a 44% interest in the share capital of Adexus S.A. amounting to S/44.1 million. This investment includes goodwill arising from the acquisition for S/20.7 million. In February 2016 the Group acquired 8% of additional interest by capitalizing debt for S/8.3 million. In August 2016, the Group obtained control over Adexus S.A. and the balance of the investment at that date was transferred to investments in subsidiaries for S/35.9 million. Since that date, the Company consolidated the financial statements of Adexus S.A (Note 33 a).

In December 2014, the Company acquired 51% of the share capital of Tecgas N.C. current strategic partner of Transportadora de Gas del Perú, which holds 100% the share capital of Compañía Operadora de Gas del Amazonas (hereinafter COGA) for a total of S/75.8 million. This investment included goodwill resulting from the above-mentioned acquisition amounting to S/68.2 million.

(All amounts expressed in thousands of S/ unless otherwise stated)

17PROPERTY, PLANT AND EQUIPMENT, NET

The movement in property, plant and equipment accounts and its related accumulated depreciation for the year ended December 31, 2014, 2015 and 2016 is as follows:

               Furniture and  Other  Replacement  In-transit  Work    
   Land  Buildings  Machinery  Vehicles  fixtures  equipment  units  units  in progress  Total 

At January 1, 2014

           

Cost

   29,342   110,456   855,084   361,876   37,675   149,438   10,646   21,829   98,043   1,674,389 

Accumulated depreciation

   —     (26,130  (380,281  (180,793  (23,906  (110,305  (68  —     —     (721,483
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   29,342   84,326   474,803   181,083   13,769   39,133   10,578   21,829   98,043   952,906 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net opening carrying amount

   29,342   84,326   474,803   181,083   13,769   39,133   10,578   21,829   98,043   952,906 

Additions

   17   19,349   133,230   87,958   8,434   40,125   98   19,982   119,773   428,966 

Acquisition of subsidiary - Morelco (Note 33 b)

   1,993   8,869   53,942   1,844   254   1,653   —     —     526   69,081 

Acquisition of subsidiary - Coasin (Note 33 c)

   —     —     —     —     —     711   —     —     —     711 

Reclassifications

   —     67,454   24,523   (3,048  468   (3,316  (2,043  (31,415  (52,623  —   

Transfers to intangibles (Note 18)

   —     —     —       —     —     —     (66,604  (66,604

Deduction for sale of assets

   —     (3,066  (61,508  (52,364  (2,514  (3,087  (851  (830  —     (124,220

Disposals - cost

   —     (2,327  (10,404  (1,402  (585  (8,319  (605  —     801   (22,841

Depreciation charge

   —     (11,996  (89,463  (52,697  (6,896  (22,100  (7  —     —     (183,159

Depreciation for transfers

   —     (2,222  375   (3,036  958   3,925   —     —     —     —   

Depreciation for sale deductions

   —     2,959   45,001   33,458   2,214   2,394   71   —     —     86,097 

Disposals - accumulated depreciation

   —     1,910   8,339   1,253   351   5,753   —     —     —     17,606 

Translations adjustments

   (677  (285  ( 8,380  (787  (586  (336  —     (389  (85  (11,525
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   30,675   164,971   570,458   192,262   15,867   56,536   7,241   9,177   99,831   1,147,018 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014

           

Cost

   30,675   200,450   986,487   394,077   43,146   176,869   7,245   9,177   99,831   1,947,957 

Accumulated depreciation and impairment

   —     (35,479  (416,029  (201.815  (27,279  (120,333  (4  —     —     (800,939
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   30,675   164,971   570,458   192,262   15,867   56,536   7,241   9,177   99,831   1,147,018 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

               Furniture and  Other  Replacement  In-transit  Work    
   Land  Buildings  Machinery  Vehicles  fixtures  equipment  units  units  in progress  Total 

At January 1, 2015

           

Cost

   30,675   200,450   986,487   394,077   43,146   176,869   7,245   9,177   99,831   1,947,957 

Accumulated depreciation and impairment

   —     (35,479  (416,029  (201,815  (27,279  (120,333  (4  —     —     (800,939
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   30,675   164,971   570,458   192,262   15,867   56,536   7,241   9,177   99,831   1,147,018 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

   30,675   164,971   570,458   192,262   15,867   56,536   7,241   9,177   99,831   1,147,018 

Additions

   —     9,021   105,575   86,923   12,684   22,802   —     16,018   44,933   297,956 

CAM Brazil deconsolidation

   —     (839  ( 1,462  ( 633  (70  —     —     —     —     (3,004

Reclassifications

   —     36,180   32,389   9,300   1,245   7,272   10,529   (23,092  (73,823  —   

Transfers to intangibles (Note 18)

   —     —     68   —     —     —     —     —     (36,785  (36,717

Transfers to accounts receivable

   —     (3,635  —     —     (777  (4,442  —     —     (5,168  (14,022

Deduction for sale of assets

   (2,001  (1,235  ( 35,118  (42,464  (1,491  (7,979  —     —     (14,185  (104,473

Disposals - cost

   —     (5,057  ( 10,224  ( 362  (2,299  (1,810  (2,326  (89  (1,206  (23,373

Depreciation charge

   —     (13,598  (116,993  (54,808  (5,156  (24,225  —     —     —     (214,780

Depreciation for sale deductions

   —     1,003   23,907   32,566   799   7,751   —     —     —     66,026 

Disposals - accumulated depreciation

   —     3,060   4,373   323   503   1,331   —     —     —     9,590 

Translations adjustments

   (265  (306  ( 8,288  ( 2,221  (128  (506  —     (197  (553  (12,464
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015

           

Cost

   28,409   231,029   1,074,195   443,239   52,225   191,238   15,448   1,817   13,044   2,050,644 

Accumulated depreciation and impairment

   —     (41,464  (509,510  (222,353  (31,048  (134,508  (4  —     —     (938,887
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

   Land  Buildings  Machinery  Vehicles  Furniture and
fixtures
  Other
equipment
  Replacement
units
  In-transit
units
  Work in
progress
  Total 

At January 1, 2016

           

Cost

   28,409   231,029   1,074,195   443,239   52,225   191,238   15,448   1,817   13,044   2,050,644 

Accumulated depreciation and impairment

   —     (41,464  (509,510  (222,353  (31,048  (134,508  (4  —     —     (938,887
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 

Additions

   6,238   12,126   81,378   50,574   4,423   24,870   553   19,312   13,594   213,068 

Acquisition of subsidiary – Adexus (Note 33 a)

   —     13,913   —     420   1,525   26,130   —     —     —     41,988 

Reclassifications

   —     588   1,927   ( 1,172  4,456   13,156   2,583   (17,349  (4,189  —   

Transfers from inventories

   2,941   —     —     —     —     —     —     —     —     2,941 

Transfers to intangibles (Note 18)

   —     —     —     —     —     —     —     —     (1,257  (1,257

Deduction for sale of assets

   (5,256  (14,333  ( 60,374  (48,521  (1,724  (5,766  —     —     —     (135,974

Disposals - cost

   —     ( 1,232  ( 15,149  ( 1,354  (1,579  (4,364  (661  (2  —     (24,341

Depreciation charge

   —     (14,842  (104,638  (48,041  (7,548  (28,127  (5  —     —     (203,201

Impairment loss

   —     ( 73  ( 5,190  ( 317  (3,301  (382  —     —     —     (9,263

Depreciation for sale deductions

   —     8,113   48,266   29,536   1,026   1,907   —     —     —     88,848 

Disposals - accumulated depreciation

   —     939   14,430   886   1,540   3,991   —     —     —     21,786 

Translations adjustments

   282   130   5,987   922   176   (344  —     —     94   7,247 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   32,614   194,894   531,322   203,819   20,171   87,801   17,914   3,778   21,286   1,113,599 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

           

Cost

   32,614   241,150   1,088,229   443,641   59,593   246,102   17,923   3,778   21,286   2,154,316 

Accumulated depreciation and impairment

   —     (46,256  (556,907  (239,822  (39,422  (158,301  (9  —     —     (1,040,717
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   32,614   194,894   531,322   203,819   20,171   87,801   17,914   3,778   21,286   1,113,599 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

In 2016 and 2015 additions to the carrying amount correspond to the acquisition of fixed assets under finance leases or by direct acquisition.

The balance of work in progress at December 31, 2016 relates mainly to investments made by the subsidiary GMP S.A. for S/19 million (S/3 million at December 31, 2015) for the activities of oil drilling in order to increase the volume of exploitation of oil and gas. Additionally, the balance includes the construction work of Proyecto Hotel Larcomar for S/14.4 million (S/11 million in 2015).

In 2016 fixed asset sales amounted to S/70.5 million (S/55.8 million and S/42.4 million in 2015 and 2014, respectively) resulting in profits of S/18.4 million (profits of S/17.4 and S/4.3 million in 2015 and 2014, respectively) that are shown in the statement of income within “other income and expenses, net” (Note 29), the difference between the income proceeds from disposals of fixed assets and their profit are shown within “revenue from construction activities” and “gross profit”, respectively.

Depreciation of fixed assets and investment properties for the year is broken down in the statement of income as follows:

   2014   2015   2016 

Cost of services and goods

   168,634    196,725    191,113 

Administrative expenses

   14,525    18,055    12,088 
  

 

 

   

 

 

   

 

 

 

Total depreciation related to property, plant and equipment

   183,159    214,780    203,201 
  

 

 

   

 

 

   

 

 

 

(+) Depreciation related to investment property

   2,151    2,290    2,321 
  

 

 

   

 

 

   

 

 

 

Total depreciation charged to expenses

   185,310    217,070    205,522 
  

 

 

   

 

 

   

 

 

 

The Group determined indicators of impairment of items of property, plant and equipment relating to: i) earlyEarly termination of the GSP concession in respect of Consorcio Constructor Ductos del Sur (CCDS) and ii) assets understand-by status. Management calculated the recoverable amount of those assets as the fair value; fair value was determined taking into account appraisals performed by independent experts. The recognized impairment loss is mainly related to Consorcio Constructor Ductos del Sur (CCDS) for a total of S/4.1 million (Note5.1-f), GyM for S/2.39 million and Stracon GyM S.A. for S/2.34 million, which are shown within “Expenses by nature” (Note 27).

The net carrying amount of machinery and equipment, vehicles and furniture and fixtures acquired under finance lease agreements is broken down as follows:

   At December 31, 
   2015   2016 

Cost of acquisition

   735,591    800,927 

Accumulated depreciation

   (327,465   (386,411
  

 

 

   

 

 

 

Net carrying amount

   408,126    414,516 
  

 

 

   

 

 

 

Other financial liabilities are secured with items of property, plant and equipment for S/617.9 million (S/440.8 million in 2015).

At December 31, 2016 the Group have fully depreciated property, plant and equipment items that are still in use for S/151.6 million (S/155.8 million, at December 31, 2015).

(All amounts expressed in thousands of S/ unless otherwise stated)

18INTANGIBLE ASSETS, NET

The movement of intangible assets and that of their related accumulated amortization, as of December 31, 2014, 2015 and 2016, is as follows:

  Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Internally
generated
software and
development
costs
  Costs of
development
of wells
  Development
costs
  Land use
right
  Other
assets
  Totals 

At January 1, 2014

          

Cost

  95,342   75,812   438,167   57,791   27,547   217,214   3,623   13,288   11,636   940,420 

Accumulated amortization

  (21,995  (2,868  (258,172  (28,256  (23,450  (118,612  (3,623  —     (2,559  (459,535
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  73,347   72,944   179,995   29,535   4,097   98,602   —     13,288   9,077   480,885 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

  73,347   72,944   179,995   29,535   4,097   98,602   —     13,288   9,077   480,885 

Additions

  —     —     135,502   —     2,804   —     —     —     5,238   143,544 

Acquisition of subsidiary - Morelco (Note 33 b)

  103,055   33,326   847   30,318   —     —     —     —     —     167,546 

Acquisition of subsidiary - Coasin (Note 33 c)

  6,413   —     6   —     1,371   —     —     —     —     7,790 

Transfers from assets under construction (Note 17)

  —     —     1,845   —     1,677   64,759   —     —     (1,677  66,604 

Reclassifications

  —     —     920   —     180   (251  —     —     (849  —   

Derecognition - cost

  —     —     (16,016  —     (29  —     —     —     (91  (16,136

Amortization charge

  —     —     (26,823  (14,987  (3,013  (31,780  —     —     (778  (77,381

Derecognition - accumulated amortization

  —     —     15,491   —     1   —     —     —     —     15,492 

Amortization reversal (Vial y Vives)

  —     2,651   —     —     —     —     —     —     —     2,651 

Translations adjustments

  (2,666  (6,303  (88  (1,876  (1,319  —     —     —     —     (12,252
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

  180,149   102,618   291,679   42,990   5,769   131,330   —     13,288   10,920   778,743 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014

          

Cost

  202,144   102,835   561,183   86,233   32,231   281,722   3,623   13,288   14,257   1,297,516 

Accumulated amortization

  (21,995  (217  (269,504  (43,243  (26,462  (150,392  (3,623  —     (3,337  (518,773
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  180,149   102,618   291,679   42,990   5,769   131,330   —     13,288   10,920   778,743 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

  Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Internally
generated
software and
development
costs
  Costs of
development
of wells
  Development
costs
  Land use
right
  Other
assets
  Totals 

At January 1, 2015

          

Cost

  202,144   102,835   561,183   86,233   32,231   281,722   3,623   13,288   14,257   1,297,516 

Accumulated amortization

  (21,995  (217  (269,504  (43,243  (26,462  (150,392  (3,623  —     (3,337  (518,773
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  180,149   102,618   291,679   42,990   5,769   131,330   —     13,288   10,920   778,743 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

  180,149   102,618   291,679   42,990   5,769   131,330   —     13,288   10,920   778,743 

Additions

  5,418   —     165,149   —     9,141   11,842   —     —     3,429   194,979 

CAM Brazil Deconsolidation

  —     —     —     —     (129  —     —     —     —     (129

Transfers from assets under construction (Note 17)

  —     —     —     (68  1,562   33,396   —     —     1,827   36,717 

Transfers to accounts receivable

  —     —     (2,278  —     —     —     —     —     —     (2,278

Transfers topre-paid expenses

  —     —     (10,923  —     —     —     —     —     (3,684  (14,607

Reclassifications

  —     —     —     —     188   (188  —     —     (3  (3

Amortization charge

  —     —     (25,683  (14,697  (6,033  (42,117  —     —     (825  (89,355

Translations adjustments

  (15,335  (6,084  (51  (4,031  (280  —     —     —     —     (25,781
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

  170,232   96,534   417,893   24,194   10,218   134,263   —     13,288   11,664   878,286 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015

          

Cost

  192,227   96,751   716,125   82,134   42,761   326,723   3,623   13,288   15,425   1,489,057 

Accumulated amortization

  (21,995  (217  (298,232  (57,940  (32,543  (192,460  (3,623  —     (3,761  (610,771
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  170,232   96,534   417,893   24,194   10,218   134,263   —     13,288   11,664   878,286 

(All amounts expressed in thousands of S/ unless otherwise stated)

  Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Internally
generated
software and
development
costs
  Costs of
development
of wells
  Development
costs
  Land use
right
  Other
assets
  Totals 

At January 1, 2016

          

Cost

  192,227   96,751   716,125   82,134   42,761   326,723   3,623   13,288   15,425   1,489,057 

Accumulated amortization

  (21,995  (217  (298,232  (57,940  (32,543  (192,460  (3,623  —     (3,761  (610,771
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  170,232   96,534   417,893   24,194   10,218   134,263   —     13,288   11,664   878,286 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

  170,232   96,534   417,893   24,194   10,218   134,263   —     13,288   11,664   878,286 

Additions

  —     —     118,222   —     16,477   17,772   —     —     19,255   183,568 

Acquisition of subsidiary – Adexus (Note 33 a)

  930   9,088   6,090   12,822   —     —     —     —     4,203   33,133 

Transfers from assets under construction (Note 17)

  —     —     —     —     —     —     —     —     1,257   1,257 

Reclasifications

  —     —     5,258   —     345   —     —     —     (5,603  —   

Disposals – net cost

  —     —     (1,395  —     —     (2,395  —     —     —     (3,790

Amortization charge

  —     —     (28,206  (4,376  (8,043  (40,918  —     —     (1,200  (82,743

Impairment loss

  (38,680  (15,628  —     —     —     —     —     —     —     (54,308

Translations adjustments

  12,038   3,672   (102  171   1,024   —     —     —     (78  2,149 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

  144,520   93,666   517,760   32,811   20,021   108,722   —     13,288   29,498   960,286 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

          

Cost

  205,195   109,511   844,213   95,127   60,607   342,100   3,623   13,288   34,294   1,707,958 

Accumulated amortization and impairment

  (60,675  (15,845  (326,453  (62,316  (40,586  (233,378  (3,623  —     (4,796  (747,672
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

  144,520   93,666   517,760   32,811   20,021   108,722   —     13,288   29,498   960,286 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

a)Goodwill -

Management reviews the results of its businesses based on the type of economic activity carried out.

At December 31 goodwill allocated to cash-generating units (CGU) are:

   2015   2016 

Engineering and construction

   125,514    98,587 

Electromechanical

   20,737    20,737 

Mining and construction services

   13,366    13,366 

IT equipment and services

   4,172    5,102 

Telecommunications services

   6,443    6,728 
  

 

 

   

 

 

 
   170,232    144,520 
  

 

 

   

 

 

 

As a result of the impairment testing on goodwill performed by Management on an annual basis, the recoverable amount of the related cash-generating unit is determined based on the higher of its value in use and fair value less cost of disposal. Value in use is determined based on the future cash flows expected to be generated by the assessed CGU.

As a result of these assessments an impairment was identified in one of the CGU’s, Vial y Vives—DSD, and was accounted as of December 31st, 2016. The loss to impairment was generated due to the decrease in the expected flows, as a result of the reduction of the contracts linked to the Backlog. The amount of the impairment it impacted the total amount of goodwill was S/38.7 million.

Major assumptions used by the Group in determining the fair value less cost of disposal and the value in use were as follows:

   Engineering and
construction
   Electro-
mechanical
   Mining and
construction
   IT equipment
and services
   Telecommunication
services
 
   %   %   %   %   % 

2015 -

          

Gross margin

   10.80 to 11.50    10.33    11.81    24.31    14.39 

Terminal growth rate

   3.00    2.00    2.00    —      —   

Discount rate

   9.66 to 12.72    11.01    11.71    21.74    10.02 

2016 -

          

Gross margin

  ��9.50 to 12.99    11.10    12.04    15.00 to 23.19    11.75 

Terminal growth rate

   3.00 to 4.00    2.00    2.00    2.00 to 3.00    3.00 

Discount rate

   9.87 to 11.85    11.48    11.31    14.64 to 24.10    10.80 

These assumptions have been used for the analysis of each CGU included in the operating economic activities for a period of 5 years.

Management determines the budgeted gross margins based on past results and market development expectations. Average growth rates are consistent with those prevailing in the industry. Discount rates used arepre-tax orpost-tax as appropriate and reflect the specific risk related to the assessed CGUs.

b)Trademarks -

This item mainly comprises the trademarks acquired in the business combination processes with Vial y Vives S.A.C. (S/75.4 million) in October 2012; Morelco S.A.S. (S/33.33 million) in December 2014; and Adexus S.A. (S/9.1 million) in August 2016. Management determined that the brands obtained from Vial y Vives, Morelco and Adexus have indefinite lives; consequently, annual impairment tests are performed on these intangibles, as described in paragraph a) above.

(All amounts expressed in thousands of S/ unless otherwise stated)

As a result of these tests, at December 31, 2016, the Vial y Vives - DSD trademark was partially impaired, the amount of the impairment was S/15.6 million. No provision for impairment was considered necessary to be recorded for 2015.

Major assumptions used by the Group in determining the fair value less cost of disposal are as follows:

   Engineering and
construction and
   IT equipment
services
 
   Morelco
%
   

Vial y

Vives - DSD
%

   

Adexus

%

 

2015 -

      

Average revenue growth rate

   13.65    44.49    —   

Terminal growth rate

   3.00    3.00    —   

Discount rate

   12.72    9.66    —   

2016 -

      

Average revenue growth rate

   14.39    24.53    12.60 

Terminal growth rate

   3.00    4.00    3.00 

Discount rate

   11.85    9.87    16.05 

c)Concessions -

The Concession’s intangibles at December 31, 2016 mainly consist of: i) EPC contract for S/405 million (S/317.5 million at December 31, 2015) comprising the construction of the second section of“Ancón-Huacho-Pativilca” highway; ii) improvement of highway for S/18.1 million (S/19.6 million at December 31, 2015), and iii) Borrowing costs that were capitalized for a total of S/22.5 at an interest rate ranging from 7.14% y 8.72% (S/7.7 million in 2015 at an interest rates ranging from 6.75% to 8.375%). By those contracts, the Concessionaire should perform activities to construct, improve and remediate road infrastructure during the Concession effective period.

d)Costs of development of wells -

Through one of its subsidiaries, the Group operates and extracts oil from two oil fields (Block I and Block V) located in the province of Talara in northern Peru. Both oil fields are operated under long-term service agreements by which the Group provides hydrocarbon extraction services to Perupetro.Agreement

On December 10, 2014 the Peruvian Government granted subsidiary GMP S.A. a right of exploiting for 30 years the oil blocks III and IV (owned by the Peruviangovernment-run entity- Perupetro) located in Talara, Piura, 230 wells and 330 wells respectively. The total investment expected to be made in both wells is estimated to be US$560 million; operations began in April 2015 in both blocks.

As part of the Group’s obligations under the relevant service agreements, certain costs will be incurred in preparing the wells in Blocks I, III, IV and V. These costs are capitalized as part of intangible assets at a carrying amount of S/80 million at December 31, 2016 (S/118.4 million at December 31, 2015).

All blocks are amortized on the basis of the useful lives of the wells (estimated to be 5 years for Blocks I and V and 10 years for Blocks III and IV), which is less than the total effective period of the service agreement with Perupetro.

e)Amortization of intangible assets -

Amortization of intangibles is broken down in the income statement as follows:

   2014   2015   2016 

Cost of sales and services (Note 27)

   68,089    81,841    74,849 

Administrative expenses (Note 27)

   6,641    7,514    7,894 
  

 

 

   

 

 

   

 

 

 
   74,730    89,355    82,743 
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

19OTHER FINANCIAL LIABILITIES

At December 31 this account comprises:

   Total   Current   Non-current 
   2015   2016   2015   2016   2015   2016 

Bank overdrafts

   —      8,396    —      8,396    —      —   

Bank loans

   1,480,071    2,131,901    1,082,860    1,835,340    397,211    296,561 

Finance leases

   301,285    240,141    145,160    117,307    156,125    122,834 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   1,781,356    2,380,438    1,228,020    1,961,043    553,336    419,395 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

a)Bank loans -

At December 31, 2016 and 2015, this item comprises bank borrowings contracted in local and foreign currency intended for working capital. These obligations are subject to fixed interest rates ranging between 1.0% and 14.4% in 2016 and between 1.0% and 13.1% in 2015.

        Current  Non-current 
  Interest  Date of  At December 31  At December 31 
  rate  maturity  2015  2016  2015  2016 

Graña y Montero S.A.A.

  
Libor USD 3M +
from 4.9% to 5.5%
 
 
  2016 / 2020   102,776   932,114   —     —   

GyM S.A.

  1.00% / 7.80%   2016 / 2020   535,776   492,910   286,671   187,029 

Viva GyM S.A.

  6.75% / 8.90%   2016 / 2017   220,423   201,609   8,372   —   

GMP S.A.

  3.65% / 6.04%   2016 / 2020   95,824   77,857   70,220   71,453 

CAM Holding S.A.

  1.30% / 14.43%   2016 / 2018   42,534   69,702   31,948   24,889 

Adexus S.A.

  5.9%   2019   —     42,782   —     13,190 

GMD S.A.

  6.20% / 7.47%   2016 / 2017   30,107   14,746   —     —   

Norvial S.A.

  8.37%   2016   54,706   —     —     —   

Others

  5.56% / 7.18%   2016   714   3,620   —     —   
   

 

 

  

 

 

  

 

 

  

 

 

 
    1,082,860   1,835,340   397,211   296,561 
   

 

 

  

 

 

  

 

 

  

 

 

 

i)Credit Suisse Syndicated Loan -

In December 2015, the Group entered into a medium term loan credit agreement for up to US$200 million (equivalent to S/672 million), with Credit Suisse AG, Cayman Islands Branch, Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC. The initial term of the loan was set at five years, with quarterly installments starting to be paid on the 18th month. The loan accrued interest at a rate of three months Libor plus 3.9% per year. The proceeds were used to finance the equity interest in GSP. As of December 31, 2016, the outstanding balance amounted to US$148.5 million (equivalent to S/498.8 million), and it is included within the current portion.

On June 27,January 24, 2017 the Group renegotiated the terms of this loan to clear breaches related to the termination of the GSP concession. The new terms require repayment by December, 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year of the amendment. The syndicated loan accrues interest at LIBOR plus 4.90% per year. Under the amendment, the Group is prohibited from paying dividends until the loan is fully repaid. The loan is secured by (i) a lien on Concar’s shares; (ii) a lien on Almonte’s shares; (iii) a mortgage over certain real estate properties in Miraflores and Surquillo; (iv) liens on certain accounts; (v) a lien on GyM’s share; (vi) a second lien on CAM Holding SPA’s shares; (vii) a second lien on CAM Servicios del Perú S.A.’s shares; and (viii) a first lien on cash flows from the sale of certain assets.

The agreement contains certain covenants, including the obligation by the Company to maintain the following financial ratios during the term of the agreement: (1) the Consolidated EBITDA to Consolidated Interest Expense Ratio shall not be less than 3.5:1.0 commencing on April 1, 2018 and thereafter; (2) the Consolidated Leverage Ratio (as defined therein) shall not be greater than 3.5:1.0 at any time during the period commencing on December 31, 2016 and ending on March 31, 2017; 3.5:1.0 at any time during the period commencing on July 1, 2017 and ending on September 30, 2017; and no greater than 2.5:1.0 at any time thereafter; and (3) the Debt Service Coverage Ratio as of the last day of any fiscal quarter of the borrower, falling on or after the first anniversary of the closing date, shall not be less than 1.5:1.0, commencing on April 1, 2018 and thereafter.

(All amounts expressed in thousands of S/ unless otherwise stated)

As of the date of this annual report, we are under continuing default in this financing due to the non-delivery of the audited consolidated financial statements of Graña y Montero and GyM for the 2016 and 2017 fiscal years. The syndicated loan required that we provide the financial statements for the 2016 and 2017 fiscal years no later than April 30, 2018. We are in the process of obtaining waivers from the lenders.

As of to date, the outstanding balance of the loan capital is US$81.1 million (equivalent to S/264.9 million).

ii)GSP Bridge Loan -

At December 31, 2016, the current balance includes US$129 million (equivalent to S/433.3 million) of the corporate guarantee issued by the Company to secure the bridge loan given to GSP, which was enforceable at that date. On June, 2017, the Company has reached a new term loan with Natixis, BBVA, SMBC and MUFJ for US$78.7 million (equivalent to S/264.8 million), the proceeds of which were used to repay the GSP bridge loan.

The maturity is June, 2020, with required prepayments to be made with the proceeds of asset sales of 40% in the first year and an additional 30% in the second year. The new term contains the following covenant: the consolidated leverage ratio shall not be more than 3.5:1.0 at any time, and accrues interest at LIBOR plus 4.50% per year, which increases to 5.00% during the second year and 5.50% during the third year. Under the new term, the Group is prohibited from paying dividends until the loan is fully repaid. Also, the new term is secured by (i) a first lien on rights to receive the termination payment derived from the GSP termination (the “VCN”), (ii) a second lien on our shares of GyM and Concar; (iii) a second lien on our shares of Almonte; (iv) a second lien on certain real estate properties in Miraflores and Surquillo; (v) a second lien on our shares of CAM Holding SPA; (vi) a second lien on our shares of CAM Servicios del Perú S.A.; and (vii) a first lien on cash flows from the sale of certain assets.

As of the date of this annual report, we are under certain continuing defaults under the term loan with respect to certain financial ratios and the non-delivery of the audited consolidated financial statements of Graña y Montero for the 2016 and 2017 fiscal years. The term loan required that we provide the financial statements for the 2016 and 2017 fiscal years no later than April 30, 2018. As of March 2018, (a) our Consolidated Leverage Ratio (as defined therein) was 2.62, rather than no more than 2.50 as required under the syndicated loan and (b) [●]. We are in the process of obtaining waivers from the lenders.

b)Finance lease obligations -

           Current   Non-current 
   Interest   Date of   At December 31   At December 31 
   rate   maturity   2015   2016   2015   2016 

GyM S.A.

   1.90% / 8.96%    2016 / 2023    116,205    80,570    88,715    58,937 

GMD S.A.

   4.99% / 7.00%    2016 / 2020    10,474    10,404    20,024    12,099 

Adexus S.A.

   3.36% / 18.00%    2016 / 2020    —      9,884    —      12,287 

Viva GyM S.A.

   7.30% / 8.95%    2018 / 2022    3,957    4,847    19,190    16,541 

GMP S.A.

   2.65% / 7.20%    2016 / 2018    5,272    4,206    13,087    9,035 

CAM Holding S.A.

   7.19% / 9.27%    2016 / 2020    4,633    3,729    12,382    10,590 

Others

   3.23% / 7.75%    2016 / 2019    4,619    3,667    2,727    3,345 
      

 

 

   

 

 

   

 

 

   

 

 

 
       145,160    117,307    156,125    122,834 
      

 

 

   

 

 

   

 

 

   

 

 

 

The minimum payments to be made by maturity and present value of the finance lease obligations are as follows:

   At December 31, 
   2015   2016 

Up to 1 year

   157,957    127,496 

From 1 to 5 years

   160,824    112,769 

Over 5 years

   10,431    19,506 
  

 

 

   

 

 

 
   329,212    259,771 

Future financial charges on finance leases

   (27,927   (19,630
  

 

 

   

 

 

 

Present value of the obligations for finance lease contracts

   301,285    240,141 
  

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

The present value of finance lease obligations is broken down as follows:

   At December 31, 
   2015   2016 

Up to 1 year

   145,160    117,307 

From 1 year to 5 years

   146,316    105,978 

Over 5 years

   9,809    16,856 
  

 

 

   

 

 

 
   301,285    240,141 
  

 

 

   

 

 

 

c)Fair value of borrowings -

The carrying amount and fair value of borrowings are broken down as follows:

   Carrying amount   Fair value 
   At December 31,   At December 31, 
   2015   2016   2015   2016 

Bank overdrafts

   —      8,396    —      8,396 

Loans

   1,480,071    2,131,901    1,493,981    2,142,890 

Leases

   301,285    240,141    308,202    240,089 
  

 

 

   

 

 

   

 

 

   

 

 

 
   1,781,356    2,380,438    1,802,183    2,391,375 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair values are determined based on discounted expected cash flows using borrowing rates between 1.3% and 14.3% (between 4.8% and 13.1% in 2015) that corresponds to level 2 of the fair value hierarchy.

20BONDS

At December 31 this account comprises:

   Total   Current   Non-current 
   2015   2016   2015   2016   2015   2016 

GyM Ferrovías

   607,868    604,031    31,546    20,551    576,322    583,480 

Norvial

   186,223    363,683    5,537    25,540    180,686    338,143 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   794,091    967,714    37,083    46,091    757,008    921,623 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

GyM Ferrovías S.A. -

In February 2015, subsidiary GyM Ferrovías carried out an international issue of corporate bonds under the U.S. Regulation S. The issue was carried out in Soles VAC (the Spanish acronym for constant value update) for a total amount of S/629 million. The costs of issue in this transaction were S/22 million. Maturity of these bonds is November 2039 and interest is accrued at a rate of 4.75% (plus VAC adjustment); they have a risk rating of AA+ (local level) granted by Apoyo & Asociados Internacionales Clasificadora de Riesgo and a guarantee scheme that includes a mortgage on the concession to which GyM Ferrovías is the concessionaire, security interest over the shares of GyM Ferrovías, Cession of the Collection Rights of the Administration Trust, a Flow and Reserve Account Trust for the Debt, Operation and Maintenance Service and Capex currently in progress. At December 31, 2016 the Group amortized a total of S/38.4 million (S/16 million in 2015).

At December 31, 2016 the balance included accrued interest and VAC adjustments payable for S/34.5 million (S/17.3 million at December 31, 2015).

As part of the process of bond structuring, GyM Ferrovías engaged to report on and verify the following covenants measured on the basis of the individual financial statements:

Maintaining debt service coverage ratio of not less than 1.2 times.

(All amounts expressed in thousands of S/ unless otherwise stated)

Mantaining a constant minimum balance of trust equal to a quarter of operating and maintenance costs (including VAT)

Maintaining a constant minimum balance of trust equal to two coupons as per schedule.

Norvial S.A. -

In July 2015, Norvial S.A. issued the First Corporate Bond Program on the Lima Stock Exchange for a total S/365 million. The first issue was for S/80 million at 5 years, bearing an interest rate of 6.75% and funds drawdown performed on July 23, 2015. The second issue was for S/285 million at 11.5 years, bearing an interest rate of 8.375%, structured in 3 disbursements: the first disbursement of S/105 million was on July 23, 2015; the second disbursement of S/100 million was on January 25, 2016; and the third disbursement of S/80 million will be made effective in July 25, 2016. The issues costs corresponding to the first issue and the first disbursement of the second issue were for S/3.9 million. Risk rating agencies Equilibrium y Apoyo & Asociados Internacionales graded this debt instrument AA.

This financing transaction has been secured by (i) a cash flow trust, related to the consideration and the regulatory rate; (ii) a mortgage on the concession in which Norvial S.A. is a concessionaire; (iii) a security on shares; (iv) collection rights and (v) in general, all those additional collaterals given to the secured creditors.

The capital raised is intended to finance the construction of the Second Phase of Red Vial No.5 and the financing of VAT arising from project-related expenses.

At December 31, 2016 the balance included interest payables for S/4.9 million (S/2.7 million at December 31, 2015).

As part of the process of bond structuring, Norvial engaged to report on and verify periodically the compliance of the following covenants:

Debt service coverage ratio of not less than 1.3 times.

Proforma gearing ratio lower than 4 times.

As of December 31, 2015 and 2016 both Companies have complied with their covenants.

Fair value of the bonds of both Companies at December 31, 2016 amounted to S/1,055 million (S/769.5 million at December 31, 2015), which was calculated under discounted cash flows method, using rates between 4.20% and 7.99% (between 4.88% and 8.89% at December 31, 2015), which are within level 2 of the fair value hierarchy.

21TRADE ACCOUNTS PAYABLE

At December 31 this account comprises:

   2015   2016 

Unbilled services received

   703,801    924,025 

Invoices payable

   911,793    350,559 

Bills of exchange payable

   20,168    2,033 
  

 

 

   

 

 

 
   1,635,762    1,276,617 
  

 

 

   

 

 

 

Unbilled services received include the estimate made by Management of the valuation of the percentage of completion, amounting to S/127.2 million at December 31, 2016 (S/164.1 million at December 31, 2015).

(All amounts expressed in thousands of S/ unless otherwise stated)

22OTHER ACCOUNTS PAYABLE

At December 31, this account comprises:

   2015   2016 

Advances received from customers

   607,097    810,755 

Salaries and profit sharing payable

   232,102    176,022 

GSP performance guarantee (Note37-a-i)

   —      176,401 

Put option liability on Morelco acquisition (Note 29 and33-b)

   111,349    110,604 

Third-party loans

   94,553    69,991 

VAT payable

   77,461    51,607 

Other taxes payable

   51,893    50,548 

Supplier funding

   59,992    40,612 

Acquisition ofnon-controlling interest (Note36-a,i)

   —      32,102 

Guarantee deposits

   26,806    16,799 

VAT payable - Fractional

   —      14,170 

Post-retirement benefits

   9,043    9,088 

Interest payable to Oiltanking Perú S.A.C.

   9,015    —   

Other accounts payables

   33,085    50,411 
  

 

 

   

 

 

 
   1,312,396    1,609,110 

Lessnon-current portion:

    

Advances received from customers

   (80,936   (300,388

Put option liability - Morelco acquisition

   (111,349   (110,604

Third-party loans

   —      (32,000

Supplier funding

   (33,031   (14,086

VAT payable - Fractional

   —      (12,099

Post-retirement benefits

   (9,043   (9,088

Others

   (12,037   (34,538
  

 

 

   

 

 

 
   (246,396   (512,803
  

 

 

   

 

 

 

Current portion

   1,066,000    1,096,307 
  

 

 

   

 

 

 

Advances received from customers relate mainly to construction projects and are discounted from billing under the terms of the relevant agreements.

The fair value of the short-term payables approximates their carrying amount due to their short-term maturities. Thenon-current portion, mainly comprisesnon-financial liabilities such as advances received from customers; the remaining balance is not significant for any period shown in the financial statements.

23PROVISIONS

At December 31 this account comprises:

   2015   2016 

Legal claims

   15,000    15,732 

Contingent liabilities from the acquisition of Morelco

   15,374    5,182 

Contingent liabilities from the acquisition of Coasin and Vial yVives - DSD

   7,586    1,815 

Contingent liabilities from the acquisition of Adexus

   —      1,128 

Contingent liabilities from CAM acquisition

   3,819    —   

Provision for well closure (Note 5.1 d)

   19,149    17,216 
  

 

 

   

 

 

 
   60,928    41,073 

Less:

    

Non-current portion

   (47,460   (26,542
  

 

 

   

 

 

 

Current portion

   13,468    14,531 
  

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

At December 31, 2016, legal claims mainly comprise provisions for labor liabilities and tax claims for S/14.7 million (S/8 million at December 31, 2015). Claims with the tax authority have been accounted for based on management estimates of the amounts the Group would most likely be required to pay in regard of these current court actions. Due to the fact those amounts will depend on the tax authority, the Group does not have an estimated timing of when these cash outflows would be required.

This legal claims balance also includes court actions brought against the Group by the Peruvian energy regulator (OSINERGMIN) resulting from the storage of hydrocarbons and the applicable environmental laws and regulations for S/6.3 million (S/6.1 million at December 31, 2015).

The gross movement of other provisions is broken down as follows:

Other provisions

  Legal
claims
   Contingent
liabilities
resulting from
acquisitions
   Provision
for well
closure
   Total 

At January 1, 2015

   13,056    45,349    7,210    65,615 

Additions

   6,297    —      11,943    18,240 

Reversals

   —      (7,796   —      (7,796

Offsetting

   —      (1,216   —      (1,216

Deconsolidation of CAM Brazil

   (2,353   —      —      (2,353

Payments

   (1,580   (5,186   (4   (6,770

Translation adjustments

   (420   (4,372   —      (4,792
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2015

   15,000    26,779    19,149    60,928 
  

 

 

   

 

 

   

 

 

   

 

 

 

At January 1, 2016

   15,000    26,779    19,149    60,928 

Additions

   9,486    —      462    9,948 

Acquisition of subsidiaries

   1,926    1,149    —      3,075 

Reversals

   (10,569   (17,883   (2,395   (30,847

Payments

   (298   (2,458   —      (2,756

Translation adjustments

   187    538    —      725 
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

   15,732    8,125    17,216    41,073 
  

 

 

   

 

 

   

 

 

   

 

 

 

The reverses relate mainly to contingent liabilities in 2016 from subsidiaries Morelco, Vial y Vives - DSD and CAM Chile for S/10.1 million, S/4.0 million and S/3.8 million, respectively (from subsidiaries CAM Chile for S/7.8 million in 2015).

24EQUITY

a)Capital -

At December 31, 2016 and 2015, the authorized, subscribed andpaid-in capital, according to the Company’s by laws, and its amendments, comprises 660,053,790 common shares at S/1.00 par value each.

At December 31, 2014 a total of 253,635,480 shares were represented by ADS, equivalent to 50,727,096 ADS at a ratio of 5 shares per ADS; a total of 250,860,370 shares were represented by ADS, equivalent to 50,172,074 ADSs at December 31, 2015 and a total of 264,809,545 shares were represented by ADS, equivalent to 52,961,909 ADSs at December 31, 2016

(All amounts expressed in thousands of S/ unless otherwise stated)

As of December 31, 2016 the Company’s shareholding structure was as follows:

Percentage of individual interest in capital

  Number of
shareholders
   Total
percentage of
interest
 

Up to 1.00

   1,988    15.77 

From 1.01 to 5.00

   9    21.13 

From 5.01 to 10.00

   1    5.12 

Over 10

   2    57.98 
  

 

 

   

 

 

 
   2,000    100.00 
  

 

 

   

 

 

 

As of December 31, 2016 theyear-end quoted price of the Company’s shares was S/4.7 per share, with a trading frequency of 97.60% (quoted price of S/1.97 per share and a trading frequency of 91.94% at December 31, 2015).

b)Other reserves -

This item comprises legal reserve exclusively. In accordance with Peruvian Company Law, the Company’s legal reserve is formed by the transfer of 10% of the annual net profits, up to a maximum of 20% of thepaid-in capital. In the absence of profits or freely available reserves, this legal reserve can be applied to offset losses but it has to be replenished with the profits to be obtained in subsequent years. This reserve can also be capitalized but its subsequent replenishment is equally mandatory. At December 31, 2016 and 2015 the legal reserve balance reached the above-mentioned limit.

c)Voluntary reserve -

At December 31, 2016 and 2015 the balance of this reserve of S/29.97 million correspond to the excess legal reserve, which is above the limit established of 20% ofpaid-in capital.

d)Share premium -

This item comprises the excess of the total proceeds obtained for the issuance of common shares in 2013 in comparison with the nominal value of those for S/1,055,488.

Also, this balance shows the difference between the par value and transaction value of thenon-controlling interest acquired. A detail of this transactions is disclosed in Note 36.

e)Retained earnings -

Dividends to be distributed to shareholders other than legally resident entities are subject to a 4.1% rate (based on 2014’s profits), 6.8% (based on 2015’s and 2016’s profits) and 5.00% (on profits for 2017 and onwards) of income tax payable by these shareholders; this tax rate should be withheld and settled by the Company. Dividends were distributed over 2016 and 2015 (Note 34).

(All amounts expressed in thousands of S/ unless otherwise stated)

25DEFERRED INCOME TAX

Deferred income tax is broken down by its estimated reversal period as follows:

   At December 31, 
   2015   2016 

Deferred income tax asset:

    

Reversal expected in the following 12 months

   76,469    86,990 

Reversal expected after 12 months

   71,376    340,018 
  

 

 

   

 

 

 

Total deferred tax asset

   147,845    427,008 
  

 

 

   

 

 

 

Deferred income tax liability:

    

Reversal expected in the following 12 months

   (10,551   (166

Reversal expected after 12 months

   (88,612   (73,003
  

 

 

   

 

 

 

Total deferred tax liability

   (99,163   (73,169
  

 

 

   

 

 

 

Deferred income tax (liability) asset, net

   48,682    353,839 
  

 

 

   

 

 

 

The gross movement of the deferred income tax item is as follows:

   2014   2015   2016 

Deferred income tax asset (liability), net as of January 1

   (3,033   58,723    48,682 

Credit to income statement (Note 29)

   57,689    (175   263,806 

Adjustment for changes in rates of income tax

   2,746    (2,008   17,105 

Credit (charge) to other comprehensive income

   (1,328   (7,298   15,004 

Tax charged to equity

   —      —      159 

Acquisition of a subsidiary

   6,172    —      10,363 

Acquisition of joint operation

   —      1,476    —   

Other movements

   (3,523   (2,036   (1,280
  

 

 

   

 

 

   

 

 

 

Total as of December 31

   58,723    48,682    353,839 
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

The movement of deferred tax assets and liabilities in the year, without taking into account the offsetting of balances, is as follows:

Deferred income tax liability

 Non-taxable
income
  Difference
in depreciation
rates
  Fair value
gains
  Outstanding
work in
progress
  Difference in
depreciation
rates of assets
leased
  Receivables
from local
Government
  Borrowing
costs
recognized
as assets
  Purchase
price
allocation
  Others  Total 

At January 1, 2014

  14,190   13,121   27,857   86,774   10,500   —     —     —     3,628   156,070 

Charge (credit) to P&L

  —     9,936   (8,585  (72,488  219   —     —     —     5,754   (65,164

Charge (credit) to OCI

  —     —     —     —     —     —     —     —     1,328   1,328 

Reclassification of prior years

  —     13,458   (5,540  82   (274  —     —     —     7,777   15,503 

Other

  —     —     —     —     —     —     —     —     3,047   3,047 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014

  14,190   36,515   13,732   14,368   10,445   —     —     —     21,534   110,784 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  —     2,791   15,338   16,393   —     9,986   15,178   —     1,347   61,032 

Charge (credit) to OCI

  —     —     7,016   —     —     —     —     —     281   7,297 

Reclassification of prior years

  (14,190  5,849   (5,402  (6,038  (10,445  15,557   —     —     (11,354  (26,020
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015

  —     45,155   30,684   24,723   —     25,543   15,178   —     11,808   153,093 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  —     16,595   13,587   (16,481  —     3,324   6,240   —     2,619   25,883 

Charge (credit) to OCI

  —     —     (15,348  —     —     —     —     —     —     (15,348

Reclassification of prior years

  —     —     (28,923  —     —     —     —     30,187   (1,264  —   

Acquisition of Adexus

  —     —     —     —     —     —     —     (3,069  —     (3,069
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

  —     61,750   —     2,452   —     28,867   21,418   27,118   13,163   160,559 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

Deferred income tax asset

 Provisions  Accelerated
tax
depreciation
  Tax
losses
  Outstanding
work in
progress
  Provision for
unpaid
vacations
  Investments in
subsidiaries
  Impairment  Tax
goodwill
  Others  Total 

At January 1, 2014

  23,887   8,343   52,880   51,645   7,294   —     —     —     8,990   153,039 

Credit (charge) to P&L

  1,579   9,054   2,492   (24,886  4,083   5,613   —     —     (2,664  (4,729

Acquisition of Coasin (Note32-c)

  16   —     —     —     —     —     —     —     —     16 

Acquisition of Morelco (Note32-b)

  —     —     —     —     —     6,156   —     —     —     6,156 

Others

  —     —     —     —     —     —     —     —     (473  (473

Reclassification of prior years

  324   5,953   3,664   (2,818  5,596   —     —     —     2,783   15,502 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014

  25,806   23,350   59,036   23,941   16,973   11,769   —     —     8,636   169,511 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Credit (charge) to P&L

  342   4,076   26,661   18,623   772   (13,832  —     17,522   4,646   58,810 

Acquisition of joint operation

  —     —     —     —     —     1,476   —     —     —     1,476 

Others

  —     —     —     —     —     —     —     —     (1,895  (2,002

Reclassification of prior years

  (5,199  (12,534  5,615   (19,544  (2,768  2,063  —     —     5,263   (26,020
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015

  20,973   14,892   91,313   24,103   14,977   1,476   —     17,522   16,463   201,775 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  84,571   1,489   51,163   (6,486  (2,005  (312  172,052   3,003   3,322   306,794 

Charge (credit) to equity

  159   —     —     —     —     —     —     —     —     159 

Charge (credit) to OCI

  —     —     —     —     —     —     —     —     (343  (343

Acquisition of Adexus (Note32-a)

  —     —     10,607   —     —     —     —     —     (3,313  7,294 

Others

  —     —     —     —     —     (556  —     —     (724  (1,280
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

  105,679   16,381   153,083   17,614   12,972   608   172,052   20,525   15,487   514,398 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016, total tax losses amounted to S/507.3 million of which S/22.28 million are expected to be applied in 2017, S/57.55 million in 2018 and the remaining balance in the following fiscal years (S/334.5 million in 2015, of which S/53.6 were expected to be applied in 2016, S/56.9 million in 2017 and the remaining balance in the following fiscal years).

Tax goodwill arose from a tax credit balance resulting from the reorganization of Chilean subsidiaries in 2014 under Chilean tax laws and regulations. In 2016, the arbitration process relating to Project Collahuasi was completed and an additional payment was determined to be paid to the Chilean subsidiary selling party; which resulted in a higher balance in this item.

(All amounts expressed in thousands of S/ unless otherwise stated)

26WORKERS’ PROFIT SHARING

Worker’s profit sharing is broken down in the income statement as of December 31 as follows:

   2014   2015   2016 

Cost of sales of goods and services

   27,396    27,618    15,234 

Administrative expenses

   9,541    7,263    1,297 
  

 

 

   

 

 

   

 

 

 
   36,937    34,881    16,531 
  

 

 

   

 

 

   

 

 

 

27EXPENSES BY NATURE

For the years ended December 31 this item comprises the following:

   Goods and   Administrative 
   services   expenses 

2014:

    

Inventories, materials and consumables used

   1,148,533    52 

Wages, salaries and fringe benefits

   1,864,053    210,028 

Services provided by third-parties

   2,105,226    120,714 

Taxes

   11,356    6,212 

Other management charges

   686,593    63,124 

Depreciation

   170,785    14,525 

Amortization

   68,089    6,641 

Impairment of inventories

   62    —   

Impairment of accounts receivable

   —      71 

Impairment of property, plant and equipment

   2,415    —   
  

 

 

   

 

 

 
   6,057,112    421,367 
  

 

 

   

 

 

 

2015:

    

Inventories, materials and consumables used

   1,094,836    —   

Wages, salaries and fringe benefits

   2,128,130    215,101 

Services provided by third-parties

   2,953,247    137,980 

Taxes

   37,129    1,919 

Other management charges

   651,057    30,225 

Depreciation

   199,015    18,055 

Amortization

   81,841    7,514 

Impairment of inventories

   62    —   

Impairment of accounts receivable

   13,118    —   

Impairment of property, plant and equipment

   7,086    2,591 
  

 

 

   

 

 

 
   7,165,521    413,385 
  

 

 

   

 

 

 

2016:

    

Inventories, materials and consumables used

   942,354    —   

Wages, salaries and fringe benefits

   1,544,128    234,474 

Services provided by third-parties

   2,358,699    118,293 

Taxes

   13,922    1,771 

Other management charges

   273,601    24,882 

Depreciation

   193,434    12,088 

Amortization

   74,849    7,894 

Impairment of inventories

   36,353    —   

Impairment of accounts receivable (Note5.1-f)

   419,584    —   

Impairment of property, plant and equipment

   9,263    —   
  

 

 

   

 

 

 
   5,866,187    399,402 
  

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

For the years ended December 31 wages, salaries and fringe benefits comprise the following items:

   2014   2015   2016 

Salaries

   1,579,515    1,792,723    1,312,968 

Social contributions

   133,760    177,307    107,340 

Statutory bonuses

   134,892    135,980    147,311 

Employee’s severance indemnities

   91,100    98,604    72,608 

Vacations

   69,417    79,354    66,305 

Worker’s profit sharing (Note 26)

   36,937    34,881    16,531 

Others

   28,460    24,382    55,539 
  

 

 

   

 

 

   

 

 

 
   2,074,081    2,343,231    1,778,602 
  

 

 

   

 

 

   

 

 

 
  

 

 

   

 

 

   

 

 

 

28FINANCIAL INCOME AND EXPENSES

For the years ended December 31 these items comprise the following:

   2014   2015   2016 

Financial income:

      

Interest on short-term bank deposits

   8,010    12,413    9,229 

Interest on loans to third parties

   899    19,749    6,142 

Commissions and collaterals

   969    3,026    4 

Others

   1,584    2,919    5,419 
  

 

 

   

 

 

   

 

 

 
   11,462    38,107    20,794 
  

 

 

   

 

 

   

 

 

 

Financial expenses:

      

Interest expense:

      

- Bank loans

   21,307    55,027    99,730 

- Bonds

   —      6,370    25,352 

- Financial lease

   12,872    15,243    13,847 

- Commissions and collaterals

   4,927    9,368    10,168 

- Loans from third parties

   2,432    6,335    4,681 

- Interest on loans from related parties

   3,026    814    3,452 

- Multilateral loans

   5,022    —      —   

Exchange difference loss, net

   44,282    82,851    12,527 

Derivative financial instruments

   1,819    1,691    1,248 

Lost by Measurement of Financial Asset VR

   —      —      76,864 

Other financial expenses

   9,992    12,256    18,402 

Less capitalized interest

   (2,863   (13,153   (34,700
  

 

 

   

 

 

   

 

 

 
   102,816    176,802    231,571 
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

29OTHER INCOME AND EXPENSES, NET

For the years ended December 31 these items comprise the following:

   2014   2015   2016 

Other income:

      

Sales of fixed assets

   33,711    25,690    40,146 

Reversal of legal and tax provisions (Note 23)

   9,394    7,796    18,778 

Legal indemnities

   —      —      8,957 

Sales of investments

   7,481    60    46 

Dividends received from TGP (Note 10)

   9,350    7,215    —   

Disposal ofnon-current assets classified as held for sale

   —      8,775    —   

Present value of the liability from put option

   —      18,627    —   

Others

   7,509    14,467    18,792 
  

 

 

   

 

 

   

 

 

 
   67,445    82,630    86,719 
  

 

 

   

 

 

   

 

 

 

Other expenses:

      

Impairment of goodwill and trademarks

   —      —      54,308 

Net cost of fixed assets disposal

   29,367    15,669    31,339 

Loss on remeasurement of previously held interest (Note33-a)

   —      —      6,832 

Present value of the liability from put option

   —      —      984 

Cost of sales ofnon-current assets classified as held for sale

   —      8,945    —   

Others

   22,942    729    6,526 
  

 

 

   

 

 

   

 

 

 
   52,309    25,343    99,989 
  

 

 

   

 

 

   

 

 

 
   15,136    57,287    ( 13,270
  

 

 

   

 

 

   

 

 

 

30TAX SITUATION

a)In accordance with current legislation in Peru, Chile, Brazil, Colombia, Ecuador, Bolivia, Guyana and Panama, each company in the Group is individually subject to the applicable taxes. Management considers that it has determined the taxable income under general income tax laws in accordance with the tax legislation current effective of each country.

b)Changes in the Peruvian Income Tax Law -

By means of Law No.30296 enacted on December 31, 2014 amendments to Income Tax Law have been made, which are effective starting in fiscal year 2015 onwards. Among these amendments, it should be noted the progressive reduction in the corporate income tax rate (on the Peruvian third-category income earners) from 30% to 28% for fiscal years 2015 and 2016; then a reduction to 27% for fiscal years 2017 and 2018; and a final reduction to 26% from fiscal year 2019 onwards. Tax on dividends and other forms of profit distribution, agreed on by any legal entities to individuals andnon-domiciled legal persons is to be progressively increased from 4.1% to 6.8% for distributions that are agreed on or paid during fiscal years 2015 and 2016; then an increase to 8.8% for fiscal years 2017 and 2018 will be effective; and a final increase to 9.3% will be effective from fiscal year 2019 onwards. The distribution of retained earnings until December 31, 2015 will continue to be subject to a 4.1% tax even when the distribution is to be made in the subsequent years.

By means of Legislative Decree No. 1261, enacted on December 10, 2016 the Peruvian income tax law was amended to be effective from fiscal 2017 onwards. This amendment sets forth a corporate income tax rate of 29.5%. It also sets forth an income tax rate on dividends of 5% applicable tonon-domiciled legal entities and individuals effective from fiscal 2017 onwards. Undistributed profits up to December 31, 2016 will continue to be affected to a 6.8% income tax rate regardless of whether the distribution is agreed or occurs in subsequent periods.

c)Amendments to Income Tax Law in Chile -

On September 29, 2014, Law No 20780 was enacted by which certain changes are made to the Chilean tax system, such as: changes in the Income Tax Law, VAT Law and Tax Code. Also, on February 1, 2016 Law No 20899 was enacted to simplify and define the application of the above-mentioned tax reform. With respect to income tax, two systems have been established:

(All amounts expressed in thousands of S/ unless otherwise stated)

i)Attributable income system: the tax rate of first-category applicable on entities will be progressively increased, 21% in 2014, 22.5% in 2015, 24% in 2016, up to 25% in 2017. Its choice is being restricted to companies whose partners are individuals domiciled or resident in Chile or individuals or legal personsnon-domiciled and non-resident in Chile. This system levies the shareholders of Chilean entities with taxes on an annual basis regardless of any effective distribution of profits from the local entity; and entitles them to use the total taxes paid as income tax fiscal credit.

ii)Partially integrated system: of first-category taxes applicable on entities will be progressively increased, 21% in 2014, 22.5% in 2015, 24% in 2016, 25.5% in 2017, up to 27% in 2018. Subject to this system are corporations and entities in which at least one of its owners is not an individual (whether domiciled or not) ornon-domiciled legal entity. This system levies the shareholders of Chilean entities that distribute dividends and entitle them to use such distribution as a fiscal credit at a 65% of the total taxes paid. This limit does not apply to investors with whom Chile had signed double taxation agreements, such as Peru.

d)Changes in the Income Tax Law in Colombia -

In December 2014 Law No 1739 was enacted amending the Tax Code and introducing diverse temporary changes in Income Tax, CREE (Tax on income for equity) and includes the tax on wealth (Impuesto a la Riqueza). Major changes are as follows:

Setting the CREE tax rate at 9% and creating an incremental additional overrate effective until 2018, as follows: for fiscal 2015, 2016, 2017 and 2018 the applicable CREE tax overrate will be 5%, 6%, 8% and 9%, respectively.

Starting 2015 tax losses can be offset to the CREE taxable amount.

The tax on wealth levies the wealth owned by an individual or legal entity that are income taxpayers; this is determined on the basis of the gross equity less current debts that are equal to or higher than a 1,000 million Colombian pesos (S/1.1 million approximately) at January 01, 2015.

The tax on wealth rates are marginal and cascaded in ranges of taxable base ranging from 0.2% to 1.15% in 2015, from 0.15% to 1% in 2016 and from 0.05% to 0.4% in 2017.

In December 2016 Law No.1819 was published with another amendment to the tax laws, effective from fiscal 2017. Major changes are as follows:

Income tax rates effective until 2016 (Income tax + CREE+ Overrate + Wealth) are now simplified with one single rate, i.e. 34% income tax rate and a temporary overrate of 6% for fiscal 2017 and an income tax rate of 33% and a temporary overrate of 4% for fiscal 2018 and onwards on a taxable income of above S/895 thousand (equivalent to COP800 million).

The Colombian taxable income, applicable when there are tax losses, will be subject to a tax base of 4% of the liquid equity (formerly 3%) and will be considered as a“on-account payment” of the taxable income.

Tax losses can be offset in the following eight (8) years from the date they were generated.

The special rate on dividends and interests obtained bynon-domiciled foreign legal entities and individuals will be 5%

VAT rate changes from 18% to 19%

e)The income tax expense shown in the consolidated income statement comprises:

   2014   2015   2016 

Current income tax

   212,569    138,164    176,894 

Deferred income tax (Note 25)

   (60,435   2,222    (280,911

PPUA

   (5,938   (41,359   (7,789
  

 

 

   

 

 

   

 

 

 

Income tax expense

   146,196    99,027    (111,806
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

Under Chilean Legislation, when a Company reports tax losses, it can apply for a refund of first-category taxes paid in prior years up to an amount that equals the taxes that would be levied on the tax losses, provided that no dividends have been distributed on the income obtained from the refund. The amount to be refunded by the Chilean Tax Authorities is called “provisional payment on absorbed profits - PPUA”. The Company recognizes income from income tax and an account receivable when applying for this tax refund.

In 2016 the PPUA-derived income is related to the tax losses reported by of subsidiaryVyV-DSD. In 2015 this item was related to the tax losses reported by CAM Chile Spa andVyV-DSD, amounting to S/19.4 million and S/21.9 million, respectively.

f)The Group’s income tax differs from the theoretical amount that would have resulted from applying the weighted-average income tax rate applicable to the profit reported by of the consolidated companies, as follows:

   2014   2015   2016 

Pre-tax profit

   507,428    154,616    (563,404
  

 

 

   

 

 

   

 

 

 

Income tax by applying local applicable tax rates on profit generated in the respective countries

   146,113    54,631    (157,276

Tax effect on:

      

-Non-taxable income

   (14,420   (31,266   (1,068

- Equity method (profit) loss

   1,790    2,171    3,673 

-Non-deductible expenses

   25,967    9,831    57,044 

- Unrecognized deferred tax asset income (expense)

   13,922    31,432    (4,535

- Adjustment for changes in rates of income tax

   (2,746   2,008    (17,105

- Tax goodwill

   (20,542   —      —   

- PPUA adjustment for changes in tax rates

   (5,938   15,296    4,871 

- Change in prior years estimations

   3,891    12,762    (181

- Others, net

   (1,841   2,162    2,771 
  

 

 

   

 

 

   

 

 

 

Income tax charge

   146,196    99,027    (111,806
  

 

 

   

 

 

   

 

 

 

g)The theoretical tax disclosed resulted from applying the income tax rate stipulated in the tax laws of the country in which a Group company is legally resident. Accordingly, for fiscal 2016, companies that are legally resident in Peru, Chile and Colombia applied income tax rates of 28%, 24% and 40% respectively (28%, 22.5% and 39% for 2015; 28%, 21% and 34% for 2014). Norvial, GyM Ferrovías, Vesur and GMP (Blocks III and IV) have legal stability agreements with Peruvian Government, in force for all years preserved. In this sense, the consolidated theoretical amount is obtained as a weighted averagepre-tax profit or loss and the applicable income tax rate.

(All amounts expressed in thousands of S/ unless otherwise stated)

Country

  Statutory
tax rate
  Pre - tax
profit
   Tax at
statutory
tax rate
 
   (A)  (B)   (A)*(B) 

2016

     

Perú

   28.00  (1,071,663   (300,066

Perú - Norvial

   27.00  63,583    17,167 

Perú - GyM Ferrovías

   30.00  34,760    10,428 

Perú – Vesur

   30.00  888    267 

Perú – GMP

   30.00  8,602    2,581 

Chile

   24.00  (86,151   (20,676

Colombia

   40.00  (25,555   (10,222

Bolivia

   25.00  (703   (176

Unrealized gains

    512,836    143,421 
   

 

 

   

 

 

 

Total

    (563,404   (157,276
   

 

 

   

 

 

 

2015

     

Perú

   28.00  174,432    48,841 

Perú - Norvial

   27.00  54,471    14,707 

Perú - GyM Ferrovías

   30.00  26,954    8,086 

Perú – Vesur

   30.00  2,336    701 

Perú – GMP

   30.00  15,007    4,502 

Chile

   22.50  (95,284   (21,439

Colombia

   39.00  40,900    15,951 

Bolivia

   25.00  (57,382   (14,345

Unrealized gains

    (6,817   (2,045
   

 

 

   

 

 

 

Total

    154,616    54,631 
   

 

 

   

 

 

 

2014

     

Perú

   30.00  288,917    86,675 

Perú - Norvial

   27.00  41,999    11,340 

Perú - GyM Ferrovías

   30.00  22,894    6,868 

Perú – Vesur

   30.00  96    29 

Perú – GMP

   30.00  92,425    27,728 

Chile

   21.00  49,484    10,392 

Colombia

   34.00  1,290    439 

Bolivia

   25.00  484    121 

Others - elimination

    9,839    2,521 
   

 

 

   

 

 

 

Total

    507,428    146,113 
   

 

 

   

 

 

 

h)Peruvian tax authorities have the right to examine, and, if necessary, amend the income tax determined by the Company in the last four years - from January 1 of the year after the date when the tax returns are filed (years subject to examination). Therefore, years 2012 through 2016 are subject to examination by the tax authorities. Since differences may arise over the interpretation by the tax authorities of the regulations applicable to the Company, it is not possible at present to estimate if any additional tax liabilities will arise as a result of any eventual examinations. Any additional tax, fines and interest, if they occur, will be recognized in the results of the period when such differences with the tax authorities are resolved. Management considers that no significant liabilities will arise as a result of these possible tax examinations. Additionally, income tax returns for fiscal years 2013 to 2014 and those to be filed for fiscal year 2016 remain open for examination by the Chilean tax authorities who have the right to carry out said examination within the three years following the date the income tax returns have been filed. Fiscal years 2014 and 2015 are open for tax audit by Colombian tax authorities; fiscal 2016 will also be open for audit. Colombian tax authorities are entitled to audit two consecutive years following the date the income tax returns were filed.

i)As established under regulations in force in Peru, for purposes of determining income tax and the general sales tax, transfer pricing must be taken into account for transactions with related parties and/or tax havens, which must be supported with the relevant documentation and information on the methods and valuation criteria applied in their determination. Peruvian tax authorities are entitled to request such information from the taxpayer.

(All amounts expressed in thousands of S/ unless otherwise stated)

j)Temporary tax on net assets -

The temporary tax on net assets is applied by the companies which operate in Peru, to third category income generators subject to the Peruvian Income Tax General Regime. Effective in the year 2012, the tax rate is 0.4%, applicable to the amount of the net assets exceeding S/1 million.

The amount effectively paid may be used as a credit against payments on account of income tax under the General Regime or against the provisional tax payment of the income tax of the related period.

k)The weighted average rate applicable is 19.84% (64.05% in 2015 and 28.8% in 2014). The decrease in the effective tax rate , as compared to that one effective in the previous year, primarily to the following:

CCDS. In 2016, expenses related to manager cost and expenses provisions did not meet the requirements of the Peruvian tax legislation.

Morelco. In 2016, assets were written off because their supporting documentation did not meet the requirements of the Colombia tax legislation.

GyM. In 2016, a provision of taxes, fines and interests related to an appeal of Tax Court process (VAT and Income Tax 2001) was registered. This provision of expense is not deductible for tax purposes.

CAM SPA. In 2015 a deduction was obtained in the base of the taxable income resulting from the disposal of CAM Brazil, in respect of which the tax cost was higher than the accounting cost.

l)At December 31, 2015 deferred income tax asset was not recognized on tax losses mainly of Consorcio Rio Mantaro, Graña y Montero Construcciones y Montajes S.A., Consorcio Norte Pachacutec y Consorcio Urubamba, since of some no taxable profits are expected to be obtained . The deferred income tax asset not recognized was for S/30.6 million. At 2016, Consorcio Río Mantaro obtained a profit applied to tax losses and adjust the deferred income tax asset no recognized for S/5 millon.

m)The current income tax payable, after applying the corresponding tax credits and whose due date arrives until the first week of April of the following year, includes mainly:

CCDS, S/14.9 million in 2016

Consorcio AMDP, S/9.3 million in 2016

Terminales del Perú, S/3.6 million in 2016

Concar, S/3.3 million in 2016

31ACCUMULATED OTHER COMPREHENSIVE INCOME

Theanalysis of the movement is as follows:

            Exchange    
      Foreign  Increase in  difference from    
      currency  fair value of  net investment    
   Cash flow  translations  available-for  in a foreign    
   hedge  adjustment  sale assets  operation  Total 

At January 31, 2014

   (2,153  (5,944  26,520   —     18,423 

(Charge) credit for the year

   750   (13,086  4,811   (17,030  (24,555

Tax effects

   (210  —     (1,251  4,428   2,967 

Adjustment for changes in rates of income tax

   —     —     1,089   —     1,089 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   540   (13,086  4,649   (12,602  (20,499
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014

   (1,613  (19,030  31,169   (12,602  (2,076
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Charge) credit for the year

   954   (45,411  26,991   (6,942  (24,408

Tax effects

   (267  —     (7,018  1,804   (5,481
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   687   (45,411  19,973   ( 5,138  (29,889
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015

   (926  (64,441  51,142   (17,739  (31,965
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Charge) credit for the year

   1,190   9,885   (3,149  10,965   18,891 

Tax effects

   (351  —     929   (3,243  (2,665

Transfer to profit or loss (Note 10)

   —     —     (41,461  1,562   (39,899
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   839   9,885   (43,681  9,284   (23,673
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

   (87  (54,556  7,461   (8,455  (55,638
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

Amounts in the table above represent only amounts attributable to the Company’s controlling interest net of taxes. Below is the movement in Other Comprehensive Income for each year:

   2014   2015   2016 

Controlling interest

   (20,499   (29,889   (23,673

Non-controlling interest

   (7,986   (15,235   4,191 

Adjustment for actuarial gains and losses, net of tax

   (1,332   (2,921   (1,119
  

 

 

   

 

 

   

 

 

 

Total value in OCI

   ( 29,817   (48,045   (20,601
  

 

 

   

 

 

   

 

 

 

32CONTINGENCIES, COMMITMENTS AND GUARANTEES

a)Tax contingencies -

For fiscal 2016 an appeal is in progress with the Peruvian Tax Court and another administrative action with the Judiciary involving the results of tax audits of VAT (IGV) and Income Tax returns performed by the Peruvian tax authorities for fiscal years 1999 to 2002. The maximum exposure amount is S/5.2 million.

With respect to our subsidiary GyM S.A., as a result of the tax audits of fiscal 1999, 2001 and 2010, SUNAT issued tax determination and tax penalties resolutions amounting to approximately S/19.1 million (S/24.5 million as of December 31, 2015):

In fiscal year 2017, the tax litigation process related to 2001 was resolved, where the Tax Court orders SUNAT to recalculate the observations, determining an amount lower than initially claimed. Our subsidiary has decided to accept the conclusions of this resolution and submit fractionation requests for the payment of the debt in reference amounting to S/14.1 million

Likewise, at the end of fiscal year 2017, the contentious-administrative process related to the 1999 fiscal year was resolved, where the Judicial Branch rejected our arguments and confirmed what was stated by SUNAT. Regarding this process, there was already a contingency provision of S/5 million.

An administrative tax process related to the 2010 fiscal year is still underway, however, its resolution will not imply economic damage since it corresponds to a greater refund of the balance in favor in 2011, already audited by the Tax Administration

Consortiums in which subsidiary GyM S.A takes part, brought claims with SUNAT against the results of the tax inspection, which had a maximum exposure at December 31, 2016 of S/2.8 million (S/0.8 million at December 31, 2015).

GMD and its subsidiaries have tax claims currently in progress involving fiscal years 2002, 2011 and 2012 with a maximum exposure of S/2.7 million at December 31, 2016.

(All amounts expressed in thousands of S/ unless otherwise stated)

Management expects the outcome of the other court actions will be favorable to the Company considering their nature and characteristics as well as the opinion of its legal advisor.

b)Other contingencies -

Year 2016 -

i)Civil-court lawsuits mainly related to indemnities for damages, contract termination and workplace accidents amounting to S/0.61 million (S/0.15 million attributable to GyM; S/0.19 million attributable to Concar; S/0.17 million attributable to Viva GyM while the remaining S/0.1 million attributable to GMP and CAM Peru).

ii)Contentious administrative lawsuits for S/4 million, of which, S/3.4 million is related to 14 processes of GMP S.A. and Consorcio Terminales, S/0.5 million resulting from an action brought against GyM Ferrovías for alleged noncompliance with OSITRAN’s General Rules of Oversight. In addition, it includes S/0.1 million GyM S.A. related to a contentious administrative process.

iii)Administrative lawsuits for S/3.29 million, S/0.85 million is related to 24 processes of GMP S.A., Consorcio Terminales and Terminales del Perú; S/2 million involving GyM Ferrovías resulting from an action brought by OSITRAN, the Municipalities of Villa María del Triunfo and San Juan de Miraflores comprising the property tax; S/0.24 million against Viva GyM for a claim made by the Asociación Peruana de Consumidores y Usuarios before Indecopi in relation to the Parques del Agustino project; and S/0.2 million involving an action brought against Concesionaria Canchaque for alleged contractual noncompliance with OSITRAN).

iv)Labor lawsuits for a total S/6.12 million (S/5 million comprising actions brought against GyM, S/0.35 million against STRACON GyM; S/0.65 million against GMP, S/0.2 million against GMD S.A., and the remaining balance of S/0.1 million comprising actions brought against Concar, CAM Colombia and CAM Perú S.A.).

v)Two securities class action have been filed against the Company, an executive and a former executive officers in the Eastern District of New York during the first quarter of 2017. Both complaints allege false and misleading statements during the class period. In particular, they allege that the Company failed to disclose, among other things, that a) the company knew that its partner Odebrecht was engaged in illegal activities, and b) the Company profited from such activities in violation of its own corporate governance standards. All parties have agreed to unify the two lawsuits and appoint a single lead plaintiff, with one single council to control the class action. On March 6, 2018, the court appointed Treasure Finance Holding Corp. as the plaintiffs’ representative. In addition, the court has established the following schedule: i) on May 4, 2018, consolidation of files; ii) on July 3, 2018, presentation of the request for dismissal; iii) September 4, 2018, presentation of the opposition to the request for dismissal; and iv) October 3, 2018, submission of allegations by GyM. After this, the court could dismiss the claim or admit it. Management believe that both of those actions would likely be dismissed by the court for failure to adequately file a claim. Therefore, at the reporting date, we consider the risk of a material loss to the company is not probable.

vi)On March 30, 2017, the minority interest holders of Adexus (Sistemas y Redes S.A. and Asesorías e Inversiones Busso Ltda.) filed three lawsuits against Graña y Montero S.A.A., GMD, Adexus and their major executives, related to: a) the unenforceability of the Investment Agreement and Shareholders’ Agreement under the provisions of Law 18.046 (“Ley de Sociedades Anónimas” in Chile), for a total amount claimed of US$11.4 million (equivalent to S/38.3 million); b) the declaration of nullity because of fraud of the Investment Agreement and other acts and damages and the order of forced execution of the Investment Agreement, plus damages for a total amount claimed of US$50 million (equivalent to S/168 million); c) the declaration of nullity of the Shareholders’ Agreement and its amendments. The parties have responded and counterclaimed and up to date we are waiting for the date of the Conciliation Hearing. The probability of loss of the present litigations is classified as remote.

(All amounts expressed in thousands of S/ unless otherwise stated)

Year 2015 -

vii)Civil court actions mainly involving costs and damages and contract terminations as well as work accidents amounting to S/1.1 million (S/0.5 million for GyM S.A., S/0.3 million for Viva GyM and S/0.3 million for Concar SA.).

viii)Arbitration processes amounting to S/122.3 million related to an action brought by Contugas S.A.C. and IMECON S.A. against the court action brought by GyM S.A. involving recognition of expenses and indemnification for costs and damages for S/112.3 million and S/10 million, respectively.

ix)Administrative challenge actions amounting to S/4.1 million, of which, S/4 million comprising an action brought by the Peruvian mining and energy regulator—OSINERMIN for an alleged noncompliance by GMP S.A. and Consorcio Terminales. Also included is S/.0.1 million to be assumed by GyM S.A.as a result of an actions brought by the Peruvian Ministry of Labor.

x)Administrative actions amounting to S/3.1 million (S/2 million comprising an action brought by the Peruvian Mining and Energy regulator (OSINERMIN) for the alleged noncompliance of GMP S.A., Consorcio Terminales and Terminales del Peru; S/0.9 million of GyM Ferrovías S.A. comprising an action brought by Municipality of La Victoria, Lima, Villa María del Triunfo and San Juan de Luriganch o for property tax; and S/.0.2 million compromising action brought against Morelco S.A.S.)

xi)Labor-related court actions amounting to S/3.7 million (S/1.4 million were actions against Vial yVives-DSD S.A., S/0.9 million against GMP S.A., S/0.6 million against GyM S.A, S/0.2 million against GMD S.A, S/0.2 million against Concar S.A, S/0.1 million against Stracon GyM S.A. and S/0.1 million against CAM Perú S.A.).

c)Performance Bonds and Guarantees -

At December 31, 2016, the Group holds current performance bonds and guarantees with a number of financial institutions to secure transactions for US$1,258.5 million and US $330.5 million, respectively (US$820.2 million and US$27.4 million, respectively, as of December 31, 2015).

33BUSINESS COMBINATIONS

a)Acquisiton of Adexus S.A. -

In June 2015 the Company acquired 44% interest in the capital stock of Chilean entity Adexus S.A., which is mainly engaged in providing IT solutions services. At December 31, 2015 the Company arrived at the conclusion that joint control existed and that the joint arrangement qualified as a joint venture; therefore, the investment was recorded under the equity method of accounting in the consolidated financial statements of the Group (Note16-b).

In January 2016 the Group acquired an additional interest of 8%, totaling 52% of total interest; the consideration agreed totaled S/8.3 million which was settled through debt capitalization. This larger interest did not affected the investment classification as a joint venture.

Subsequently, in August 2016, the Group acquired an additional interest of 39.03% to obtain total interest in its capital stock of 91.03%; thus gaining control over this entity. The consideration agreed totaled S/14 million which was initially stated as debt and then capitalized in the same period.

(All amounts expressed in thousands of S/ unless otherwise stated)

Upon obtaining control, the Company accounted for the transaction using the acquisition method of accounting set forth in IFRS 3 “Business Combination” and determined goodwill resulting from the acquisition. The balance at December 31, 2016 was stated at provisional values.

The table below itemizes the provisional determination of the fair value of the identifiable assets acquired, liabilities assumed,non-controlling interest held and goodwill at the acquisition date:

   Provisional fair values 
   S/   US$000 

Purchase consideration

   14,040    4,179 

Fair value of previously held interest

   29,039    8,643 
  

 

 

   

 

 

 

Total consideration (a)

   43,079    12,822 
  

 

 

   

 

 

 

Carried forward:

   43,079    12,822 
  

 

 

   

 

 

 
   Provisional fair values 
   S/   US$000 

Brought forward:

   43,079    12,822 
  

 

 

   

 

 

 

Fair value of assets and liabilities of Adexus S.A.:

    

Cash and cash equivalents

   7,737    2,303 

Trade receivables

   107,426    31,972 

Receivables from related parties

   2,610    777 

Other receivables

   1,160    345 

Inventories

   1,647    490 

Prepaid expenses

   11,587    3,449 

Long-term trade receivables

   26,886    8,195 

Other long-term receivables

   2,063    614 

Property, plant and equipment

   41,988    12,496 

Intangibles

   32,204    9,585 

Deferred income tax assets

   18,115    5,198 

Borrowings

   (108,808   (32,383

Trade payables

   (59,399   (17,678

Payables to related parties

   (15,683   (4,667

Current income tax

   (2,763   (822

Other payables

   (10,291   (3,063

Other provisions

   (1,926   (573

Contingent liabilities

   (1,149   (342

Deferred income tax liabilities

   (7,102   (2,114
  

 

 

   

 

 

 

Fair value of net identifiable assets

   46,302    13,782 

Non-controlling interest (8.97%)

   (4,153   (1,236
  

 

 

   

 

 

 

Fair value of net assets attributable to the Group (b)

   42,149    12,546 
  

 

 

   

 

 

 

Goodwill (Note 18) (a) - (b)

   930    276 
  

 

 

   

 

 

 

Losses arising from there-measurement at fair value of the previously held interest amounted to S/6.8 million, which was recognized in the statement of income within “Other income and expenses, net”, at the date of acquisition of that additional interest (Note 29).

Acquisition transaction costs amounting to S/1.4 million were charged to profit or loss within administrative expenses.

Revenue and net losses obtained for the period from the acquisition date to December 31, 2016 were S/113.2 million and S/3.7 million, respectively. If Adexus had been consolidated from January 1, 2016, the balances of revenue and net losses would have been S/272.7 million and S/20.2 million, respectively.

(All amounts expressed in thousands of S/ unless otherwise stated)

Provided that the distribution of the consideration is divided between the fair values on a provisional basis for the 2016 financial statements, the Group will complete the distribution process over a period that should not exceed one year as of the acquisition date of Adexus.

During such review period, additional assets and liabilities will be recognized as they may arise from updated data that may be obtained in relation with the information that existed at the acquisition date and that does not comprise new incidents occurred after the acquisition date; that is, if the Group were to adjust initial amounts recognized at the business combination dates.

b)Acquisition of Morelco S.A.S. -

In December 23, 2014, through subsidiary GyM S.A. the Company obtained control of Morelco S.A.S. (Morelco) by acquiring 70.00% of its capital shares. Morelco is an entity domiciled in Colombia that is mainly engaged in providing construction and assembly services. This acquisition is part of the Group’s plan to increase its presence in markets that present high growth potential as in Colombia, and in attractive industries, such as mining and energy.

At December 31, 2014 the Company determined goodwill resulting from this acquisition on the basis of an estimated purchase price of US$93.7 million (equivalent to S/277.1 million), which included cash payments made for US$78.5 million and cash payable estimated to be US$15.1 million (equivalent to S/45.7 million), which, under the agreement of the parties, would be defined after a review of the acquiree’s balance sheet, mainly working capital, cash and financial debt as well as the final carrying amount of the acquiree’s work backlog. The estimated purchase price was allocated to the provisional carrying amounts of the assets acquired and the liabilities assumed.

As a result of this allocation, the balance of goodwill was determined to be US$36.1 million (equivalent to S/105.8 million).

In 2015 as part of the review of the provisional allocation of the purchase price, the following situations arose:

a)The balance at December 31, 2014 of the consideration payable of US$15 million (equivalent to S/46 million) was adjusted in 2015 to US$9.1 million (S/32 million) as a result of the final determination of the working capital, cash and financial debt balances, under the purchase agreement. This amount was fully paid in 2015.

b)The provisional fair values of certain assets acquired and liabilities assumed were reviewed.

As a result of the above, the purchase price was adjusted to US $87.5 million (equivalent to S/258.6 million); the provisional fair values of certain asset and liabilities were modified, giving rise to an adjustment of goodwill to US$35.2 million (equivalent to S/103 million).

The table below summarizes the consideration paid by Morelco and the determination of the fair value of the assets acquired and liabilities assumed as well as anon-controlling interest at the date of acquisition:

   Provisional fair values   Final amounts 
   S/   US$000   S/   US$000 

Cash and cash equivalents

   69,930    23,514    69,930    23,514 

Trade receivables

   92,138    30,981    67,716    22,769 

Work in progress remaining to collect from customers

   101,533    34,140    110,777    37,248 

Other accounts receivables

   63,949    21,503    63,949    21,504 

Inventories

   18,037    6,065    18,037    6,065 

Prepaid expenses

   2,133    717    2,127    715 

Financial asset through profit or loss

   7,291    2,452    5,747    1,932 

Property, plant and equipment

   70,756    23,792    69,081    23,228 

(All amounts expressed in thousands of S/ unless otherwise stated)

Intangibles

   64,491    21,685    64,491    21,685 

Deferred income tax asset

   8,031    2,700    24,560    8,258 

Other short-term financial liabilities

   (31,204   (10,492   (31,204   (10,492

Other long-term financial liabilities

   (9,315   (3,132   (9,315   (3,132

Trade accounts payables

   (103,739   (34,882   (102,438   (34,444

Other accounts payable

   (87,863   (29,544   (87,863   (29,544

Contingent liabilities

   (17,533   (5,895   (24,993   (8,404

Deferred income tax liabilities

   (3,801   (1,278   (18,404   (6,188
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of net assets

   244,834    82,326    222,198    74,714 

Non-controlling interest (30.00%)

   (73,450   (24,697   (66,659   (22,414

Goodwill (Note 18)

   105,764    36,118    103,055    35,240 
  

 

 

   

 

 

   

 

 

   

 

 

 

Purchase consideration

   277,148    93,747    258,594    87,540 
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid atyear-end

   231,464    78,462    231,464    78,462 

Cash and cash equivalents of the acquired subsidiary

   (69,930   (23,514   (69,930   (23,514
  

 

 

   

 

 

   

 

 

   

 

 

 

Direct cash outflows for acquisition for the year

   161,534    54,948    161,534    54,948 
  

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition-related costs of S/4.5 million have been recognized to 2014’s profits within administrative expenses.

If Morelco had been consolidated from January 1, 2014 revenue and profit would have been S/722.57 million and S/80.8 million, respectively.

Put and call options ofnon-controlling interest-

Under the shareholder agreement signed for the acquisition of Morelco, the subsidiary GyM signed a purchase-sale agreement for 30% of Morelco’s capital stock held by thenon-controlling shareholders. By this agreement, thenon-controlling shareholders obtained a right to sell their shares over a period and for an amount set in the agreement (put option). The period to exercise the option began on the second anniversary of the acquisition of the option and expires on its tenth anniversary. The option exercise price is based on a EBITDA multiple less the net debt and until months 51 and 63 until from the date of the agreement a minimum amount is set that is based on the price per share that GyM paid to buy 70% of Morelco’s share capital.

On the other hand, the subsidiary GyM obtains call option to buy those shares over a period of 10 years and at a price that is determined the same way as the put option price is determined, except for the fact the minimum amount is effective for the entire effective period of the option (call option).

Under the IFRS framework, the put option is for the Company an obligation to purchasenon-controlling interest shares, and therefore, the Group recognizes a liability measured on the basis of the present value of that option. Since the Group arrived at the conclusion that as a result of this agreement, it did not obtained the risks and rewards inherent to the ownership of this share package underlying the option, initial recognition of this liability was a charge to equity of controlling shareholders within other reserves.

The amount of the liability arising from the put option was estimated at the present value of the redemption amounts expected on the basis of minimum amount of the Morelco’s agreement and the exercise rights of the option. The Company expects that purchase options are to be exercised at the date following the date of transfer. The expected redemption of thenon-controlling interest is as follows: 41.66% in the second year, 41.66% in the fourth year and the remaining shares will be sold on the fifth anniversary of the option grant date. The discount rate used to determine the present value of the expected redemption amounts is a risk-free rate available to comparable market participants and indicates the fact that the Group estimates to pay the minimum price of the agreement. At December 31, 2016 the liability is estimated to be S/109.9 million, using a 0.78% discount rate for the first year, 1.37% discount rate for the third year and 1.76% for the fourth year (at December 31, 2015 it was S/113.5 million, using a 0.65% discount rate for the first year, 1.31% discount rate for the third year

(All amounts expressed in thousands of S/ unless otherwise stated)

and 1.76% for the fourth year). In 2016 the changes in the present value of the put option estimated to be S/0.7 million were recognized in the statement of income (an expense by S/1 million stated within “Other income and expenses, net” and an income by S/1.7 million stated within “Exchange losses, net”, Note 28).

c)Acquisition of Coasin Instalaciones Ltda.

In March 2014, through the subsidiary CAM Chile S.A., the Group acquired control of Coasin Instalaciones Limited with the purchase of 100% of its capital shares. Coasin is an entity incorporated in Chile and is mainly engaged in providing installation and maintenance services for networks and equipment related to the telecommunications industry.

This acquisition is part of the Group’s plan to increase its market share considering the significant growth potential in Chile, and in other attractive industries, such as utilities.

During a period of twelve months after the date of acquisition, the Group reviewed the allocation of the purchase price for the acquisition of Coasin Instalaciones Limitada.

Over a period of twelve months after the acquisition, the Group reviewed the allocation of the purchase price and fair values determined provisionally for certain assets and liabilities. As a result of this process, the balance of goodwill was changed to US$2.2 million (equivalent to S/6.4 million).

   Provisional values   Final amounts 
   S/   US$000   S/   US$000 

Cash and cash equivalents

   3    1    3    1 

Trade accounts receivables

   4,675    1,564    3,811    1,275 

Inventories

   276    92    276    92 

Prepaid expenses

   33    11    33    11 

Property, plant and equipment

   711    238    711    238 

Intangibles

   1,377    461    1,377    461 

Deferred income tax liability

   (178   (60   16    4 

Trade accounts payables

   (3,592   (1,202   (3,592   (1,202

Contingent liabilities

   (2,658   (889   (2,658   (889
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of net assets

   647    216    (23   (9

Goodwill (Note 18)

   5,743    1,921    6,413    2,146 
  

 

 

   

 

 

   

 

 

   

 

 

 

Consideration provided for the acquisition

   6,390    2,137    6,390    2,137 
  

 

 

   

 

 

   

 

 

   

 

 

 

Payment for the acquisition settled in cash

   6,390    2,137    6,390    2,137 

Cash and cash equivalents of the subsidiary acquired

   (3   (1   (3   (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Direct outflow of cash for the acquisition

   6,387    2,136    6,387    2,136 
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenue and profit resulting for the period between the date of acquisition and December 31, 2014 amounted to S/66.3 million and S/0.7 million, respectively.

34DIVIDENDS

Due to the loss reported for fiscal 2016, no dividends will be paid.

At the General Shareholders’ meeting held on March 29, 2016 the decision was made to distribute dividends for S/30,853 (S/0.0467 per share), which correspond to 2015 earnings.

At the General Shareholders’ meeting held on March 27, 2015 the decision was made to distribute dividends for S/104,911 (S/0.159 per share), which correspond to 2014 earnings.

(All amounts expressed in thousands of S/ unless otherwise stated)

At the General Shareholders’ meeting held on March 28, 2014, the decision was made to distribute dividends amounting to S/112,127 (S/0.169 per share), corresponding to 2013 earnings.

35EARNINGS (LOSSES) PER SHARE

Basic earnings per share are calculated by dividing the net profit of the period attributable to common shareholders of the Group by the weighted average number of common shares outstanding during the year. No diluted earnings per common share were calculated because there are no common or investment shares with potential dilutive effects (i.e., financial instruments or agreements that give the right to obtain common or investment shares); therefore, it is equal to basic earnings per share.

The basic earnings per share are broken down as follows:

   2014   2015   2016 

Profit (Losses) attributable to the controlling interest in the Company

   299,743    7,097    (509,699
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares in issue at S/1.00 each, at December 31,

   660,053,790    660,053,790    660,053,790 
  

 

 

   

 

 

   

 

 

 

Basic and diluted earnings per share (in S/)

   0.454    0.011    (0.772
  

 

 

   

 

 

   

 

 

 

36TRANSACTIONS WITHNON-CONTROLLING INTERESTS

a)Additional acquisition ofnon-controlling interest -

i)In May, November and December 2016, GyM Chile SPA acquired 5.43%, 6.77% and 1.49% respectively additional capital stock in Vial y Vives—DSD S.A. at a purchase price of S/21.6 million, S/25.7 million y S/3.8 million, respectively. The carrying amounts of thenon-controlling interests at the date of the acquisitions were S/13.9 million, S/17.9 million and S/3.9 million. The Groupde-recognized thenon-controlling interests by reducing the equity attributable to the owners of the parent Company by S/15.4 million. At December 31, 2016, there is an outstanding balance of S/32.1 million (Note 22).

ii)In January 2015, the Company acquired 0.102% of additional shares in GyM S.A. at a price of S/1.87 million. The carrying amount ofnon-controlling interests at the acquisition date was S/0.97 million. The Group eliminated thenon-controlling interest and recognized a decrease in equity attributable to the parent owners of S/0.89 million.

iii)In July 2014, GyM S.A. acquired 13.49% of additional shares in Stracon GyM at a price of US$24.9 million (equivalent to S/72.8 million). The carrying amount ofnon-controlling interest at the acquisition date was S/22.5 million. The Group eliminated thenon-controlling interest and recognized a decrease in equity attributable to the parent owners of S/50.7 million.

iv)In August, November and December 2014, the Company acquired 4.567% (2.25%, 1.95% and 0.367% respectively) additional shares in GyM S.A. at a total purchase price of S/93.2 million. The carrying amount of thenon-controlling interest at the acquisition date was S/24.6 million. The Group eliminatednon-controlling interest and recognized a decrease in equity attributable to the owners of the parent for S/71.5 million.

v)In August 2014, the Company acquired 1.37% additional shares in Viva GyM S.A. at a price of S/9.4 million. The carrying amount of thenon-controlling interest at the acquisition date was S/3.4 million. The Group eliminatednon-controlling interest and recorded a decrease in equity attributable to the parent owners of S/6.03 million.

(All amounts expressed in thousands of S/ unless otherwise stated)

The effect of these changes is broken down as follows:

   2014   2015   2016 

Carrying amount ofnon-controlling interest acquired

   50,109    971    35,972 

Consideration provided fornon-controlling interest

   (178,331   (1,865   (51,139
  

 

 

   

 

 

   

 

 

 

Higher payment attributable to the Company’s controlling interest

   (128,222   (894   (15,167
  

 

 

   

 

 

   

 

 

 

b)Disposal of interests in subsidiary without loss of control -

i)In March 2015, GyM S.A. sold 0.048% (S/97) of its total 87.64% interest held in Stracon GyM for a payment of S/377. The carrying amount of thisnon-controlling interest in Stracon GyM at the date of disposal was S/23.7 million (a 12.36% interest).

ii)In June 2015, GyM S.A. sold 1.92% (S/385) of its total 82.04% interest held in Vial y Vives - DSD S.A. for a payment of S/385. The carrying amount of thisnon-controlling interest in Vial y Vives - DSD S.A. at the date of disposal was S/3.6 million (a 17.96% interest).

iii)In April 2015, CAM Holding Spa sold a 2.45% (S/2,045) of its total 75.61% interest held in CAM Chile S.A. for S/880. The carrying amount of thenon-controlling interest in CAM Chile at the disposal date was S/20.4 million (a 24.39% interest).

iv)In November 2014, GyM Chile Spa sold 1.01% (S/1.6 million) of its total 82.04% interest held in Vial y Vives - DSD for a total US$0.582 million (equivalent to S/1.6 million). The carrying amount of thisnon-controlling interest in Vial y Vives - DSD at the date of disposal was S/1.6 million

The effect of this changes at December 31 is summarized below:

   2014   2015   2016 

Carrying amount of thenon-controlling interest sold

   (1,627   (2,527   (236

Consideration received fromnon-controlling interest

   1,627    1,642    335 
  

 

 

   

 

 

   

 

 

 

Decrease in equity of the Company‘s controlling interest

   —      (885   99 
  

 

 

   

 

 

   

 

 

 

c)Contributions ofnon-controlling shareholders -

This balance mainly corresponds to the contributions and returns made by the partners of subsidiary Viva GyM S.A. of their real estate projects. At December 31 this balance comprises:

   2014   2015   2016 

Viva GyM S.A.:

      

Contributions received

   48,793    20,446    6,380 

Returns of contributions

   (4,240   (14,987   (27,134
  

 

 

   

 

 

   

 

 

 
   44,553    5,459    (20,754
  

 

 

   

 

 

   

 

 

 

Plus:

      

Contributions from other subsidiaries

   2,823    4,870    1,655 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in equity of non controlling parties

   47,376    10,329    (19,099
  

 

 

   

 

 

   

 

 

 

(All amounts expressed in thousands of S/ unless otherwise stated)

Returns of contributions mainly correspond to the following projects: “Los Parques de Comas” for S/6.3 million, “Los Parques de Villa El Salvador II” for S/12.6 million and “Klimt” for S/7.1 million in 2016 (“Los Parques del Callao” for S/6.7 million, “Los Parques de San Martín de Porres” for S/4.8 million and “Los Parques de Piura” for S/3.3 million in 2015).

d)Dividends -

At December 31, 2016, 2015 and 2014 dividends were distributed for S/25.5 million, S/4.5 million and S/68.1 million, respectively.

37EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION

a)Early termination of the GSP’s concession agreement -

According to a notification issued by the Ministry of Energy and Mines of Peru on January 24, 2017,Mining (MEM) notified the early termination of the Concession Contract was declared, based on the provisions of clause 6.7 of the Concession Agreementconcession agreement “Improvements to the country’s energy security and development of the South Peru Gas Pipeline “,Pipeline”, as GSP failed to certify the financial closing within the established contractual deadline and proceeded to the immediate execution of the performance guarantee. This situation generated the execution of the counter-guaranteescollaterals offered by the Group to the company issuing the performance guarantee of the Concession Contract for US $ US$52.5 million (S /. 176.6 million)(S/177.4 million nominal value) and US $ US$129 million (S / 433.3 million).(S/435.9 million nominal value) for the corporate guarantee of the bridge loan granted to GSP. Under the concession agreement, guarantees were paid on behalf of GSP, therefore the Company recognized a right to collect of US$181.5 million (S/613.3 million nominal value) and it was recorded in 2016 as accounts receivable from related parties. (Note 13)

On October 11, 2017, the agreement was signed for the delivery of the goodsassets of the Southern Peru Gas Pipeline concession between GSP and the Ministry of Energy and Mines (MEM).was formalized by agreement with MEM. As stated in the agreement, in December 2017, GSP delivered mostsubstantially finalized the process of delivery of the Concession Assets in possessionconcession’s assets to the administrator designated by the MEM for its custody and conservation. The assets include all the works, equipment and facilities provided for the execution of the project, as well as the engineering studies that were prepared by the concessionaire company.concessionaire.

After the termination of the contract, the Peruvian Government in accordance withhad the obligation to apply Clause 20 of the contract, hadhaving to hire an audit entity ofappoint a recognized international prestigeaudit firm to calculate the Net Book Value (“VCN” for its Spanish definition “Valor Contable Neto”) of the Concession Assetsconcession assets and the subsequent call for up to three public auctions, being the base amount for the first of them 100% of the VCN, guaranteeing in any case that after the third auction, in case the concession has not been awarded, the payment to GSP would be at least 72.25% of the VCN. Having elapsed more than a year since the termination of the contract, the Peruvian Government has not taken any action to calculate the VCN andor call for auctions. In the opinion of the external and internal legal advisors, since the previous procedure had not been donecompleted within the established deadlines, the Peruvian Government would be obliged to pay GSP 100% of the VCN. Regarding the amount of the VCN, there is a previous calculation commissioned by GSP and reviewed by an independent audit firm as an independent expert as of December 31, 2016, which determineddetermining a VCN of US $ US$2,602 million.

GSP as

- 72 -


As of December 4, 2017, GSP entered into a bankruptcy proceeding that will be carried out by the National Institute for the Defense of Competition and Intellectual Protection of Peru (hereinafter, INDECOPI), and the. The Group registered a claim for accounts receivable in 2017 charge for US $ 434,465.77US$0.4 million (S/1.4 million) and the fiduciary based in its capacity as administrator of the accounts receivable amounting US $ 169,287,006for US$169.3 million (S/572.1 million). The process is in the debt recognition stage to determine the Creditors’ Meeting.

(All amounts expressedThe fair value of the investment in thousands of S/ unless otherwise stated)

BasedGSP is based on the amount of the VCN, applyingtaking into consideration the payments foreseenanticipated in the insolvency proceedings, the subordination contracts and the loan cession agreements between the Group and GSP partners,partners. Based on management’s estimate of such payments, an impairment of the assumption that aninvestment was determined for US$175.5 million (S/593.0 million). In addition, according to the conclusions of internal and external legal advisors, international arbitration will be required to achievereceive the payment byfrom the Government, and, in accordance with the conclusions of the internal and external legal advisors, it isGovernment. The estimated that thetime frame for international arbitration would take approximately 5 yearsis five years. Therefore, management has applied a discount in 2016 to resolve. This is why an impairmentthe long-term account receivable from GSP of the investment was recorded, which includes a finance update and estimation of costs for US $ 202.3US$22.8 million (S/77 million). These two effects amounted US$199.3 million (S/670 million) before taxes atrecorded in the income statement as indicated in notes 13. c) and 16.for the year ended December 31, 2016.

In addition, considering the early termination of the GSP contract,on December 31, 2016, the Group evaluated the impairment of the financial statementsassets of CCDS. As a result, a net loss before taxes of S / S/15.2 million was determined (Note5.1-f),. that was recognized in gross profit in

In the Engineering and Construction segment.

Same as in the Emergency Decree 003, Law 30737 (see note 1 c) iii) in its First Section, includes Odebrecht and its related companies, which include GSP. According to this Law, GSP will not be able to make transfers abroad, will require the consentopinion of the Ministry of Justice in case it wishes to sell assets and must deposit the proceeds of such sale in a guarantee trust. Likewise, the entities of the Government that must make some payment to the entities included in the Law, must withheld according to the contract 10%, equivalent to the net profit margin, and deposit it in the aforementioned trust in guarantee. According to our internal and external legal advisors, the obligation of the Peruvian Government payment forto GSP equivalent to the VCN of the concession’s assets is not within the scope of the withholding, asretention provided for in Law 30737 since this payment does not include a net profit margin, nor is adoes it correspond to the sale of assets.

b)Renegotiations of liabilities and credit lines -

i)Credit Suisse Syndicated Loan

On June 27, 2017, the Company renegotiated the terms of this loan to clear breaches relatedDecember 21, 2018, Graña y Montero S.A.A. submitted to the terminationPeruvian Government a request for direct negotiations towards the payment of the GSP concession. The new terms establish repaymentVCN in favor of GSP. This request is based on the right that any creditor has to initiate the actions that its debtor does not take in order to collect a credit that would allow it to pay its debt, by December, 2020. See Note 19-i)virtue of article 1219 of the Peruvian Civil Code. After the term of six months since the beginning of direct negotiations, Graña y Montero S.A.A. under the same title may demand the payment from the Peruvian Government through arbitration to the CIADI (Centro Internacional de Arreglo de Diferencias Relativas a Inversiones).

 

 ii)GSP Performance Guarantee

Concesionaria Chavimochic S.A.C.

On March 31,The entity was awarded the implementation of the Chavimochic irrigation project, including a) design and construction of the work required for the third-phase of the Chavimochic irrigation project in the province of La Libertad; b) operation and maintenance of works; and c) water supply to the Project users. Construction activities started in 2015; the effective concession period is 25 years, and the total investment amounts US$647 million.

The civil works of the third stage of the Chavimochic Irrigation Project were structured in two phases. To date, the works of the first phase (Palo Redondo Dam) are 70% complete. However, at the beginning of 2017, the Company renegotiated the termsprocedure for repayment obligations regarding the proportional shareearly termination of the performance guarantee issuedConcession Contract was initiated due to the breach of contract by the Grantor, and all activities were suspended in connection withDecember 2017. Not having reached an agreement, the GSP concession (Note 22). The new terms require repayment by June 30,arbitration process was initiated before the CNUDI, and the Arbitral Tribunal was installed.

Moreover, during 2018, with interest accrual 6% per year,the Grantor initiated the procedure of negotiation and providecommencement of the modification of the Concession Contract, in order to determine a security interest over our shares in CAM, and lien on certain assets’ cash flows.

(All amounts expressed in thousandsmechanism that would allow restarting the execution of S/ unless otherwise stated)

the project, without satisfactory resolution to date.

 

iii)GSP Bridge Loan

On June 27,- 73 -


The following table shows the financial information of the principal associates:

Summarized financial information for associates –

   Gasoducto Sur
Peruano S.A.
   Concesionaria
Chavimochic S.A.C.
 
   At December, 31   At December, 31 

Entity

  2017   2017   2018 
   Liquidation Base         

Current

      

Assets

   6,813,938    73,004    66,052 

Liabilities

   (5,028,381   (1,111   (2,183

Non-current

      

Assets

   —      11,809    13,580 

Liabilities

   —      (342   —   
  

 

 

   

 

 

   

 

 

 

Net assets

   1,785,557    83,360    77,449 
  

 

 

   

 

 

   

 

 

 

Entity

  Gasoducto Sur
Peruano S.A.
   Concesionaria
Chavimochic S.A.C.
 
   2017   2017   2018 

Revenues

     —      —   

Loss from continuing operations

     (43,340   (8,455

Income tax

   —      3,185    2,543 
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations after income tax

   —      (40,155   (5,912
  

 

 

   

 

 

   

 

 

 

Other comprehensive loss

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   —      (40,155   (5,912
  

 

 

   

 

 

   

 

 

 

The movement of the investments in associates is as follows:

   2016   2017   2018 

Opening balance

   490,702    286,403    250,053 

Contributions received

   390,506    2,116    5,616 

Impairment of GSP

   (593,101   —      —   

Dividends received

   (10,149   (259   —   

Equity interest in results

   8,304    (5,566   (5,308

Decrease in capital

   (166   (111   (30

Disposal of Investment

   —      (32,223   —   

Conversion adjustment

   311    42    (49

Discontinued operations

   (4   (349   —   
  

 

 

   

 

 

   

 

 

 

Final balance

   286,403    250,053    250,282 
  

 

 

   

 

 

   

 

 

 

In 2017, the Company entered in a new US$78.7 million term loan with Natixis, BBVA, SMBC and MUFJ,sale of investments referred to the proceeds of which were used to repaypurchase-sale contract subscribed by the GSP bridge loan. The maturity is June, 2020. See Note 19-ii)

iv)Financial Stability Framework Agreement -

On July 31, 2017, GyM S.A., Graña y Montero S.A.A., CAM Peru S.A., Vial and Vives—DSD S.A. and Concesionaria Vía Expresa Sur S.A. entered into a Financial Stability Framework Agreement (together with certain complementary contracts) with the following financial entities: Scotiabank Peru S.A.A., Banco Internacional del Perú S.A.A, BBVA Banco Continental, Banco de Crédito del Perú, Citibank del Peru SA And Citibank N.A.. The Framework Agreement (together with its complementary contracts) was intended to: (i) grantsubsidiary VIVA GyM S.A. a line of a syndicated revolving loan for working capital of up to US$1.6 million and S/143.9 million (extendable to an additional US$14 million subject to certain conditions; (ii) grant GyM S.A. anon-revolving line of up to US$51.6 million and S/33.6 million; (iii) grant GyM S.A., Graña y Montero S.A.A., CAM Peru S.A., Vial and Vives—DSD S.A. and Concessionaire Vía Expresa Sur S.A anon-revolving line to finance the amounts payable resulting from the performance bonds that may become enforceable; (iv) grant a line of a syndicated loan to GyM S.A. and Graña y Montero S.A.A. for the newly-issued performance bondstotal of up to US$100 million (extendable up to US$150 million, subject to compliance with certain conditions); and (v) commit to maintaining the existingstand-by letters of credit issued at the request of GyM S.A. and Graña y Montero S.A.A as well as of CAM Perú S.A., Vial andVives-DSD S.A. and Concesionaria Vía Expresa Sur S.A.

c)Divestment process -

The Company has initiated a divestment process ofnon-strategic assets for up to US$300 million (equivalent to S/1,008 million) to meet the obligations arose from the early terminations of the GSP project. It should be noted that outside the situation described above, the subsidiaries of the Group are operating normally with their own capital and financing needs. To date these divestments are the following:

On February 3, 2017 subsidiary Viva GyM S.A. signed a purchase-sales agreement comprising all its shares and rights (representing 50%22.5%) of the property at which Project Cuartel San Martín was to be developed jointly with another entity. The agreed selling price was US$50 million (equivalent to S/163 million), which were fully paid on April 3, 2017 with the signing of public deeds.

On February 24, 2017 subsidiary Viva GyM S.A. signed a purchase-sales agreement comprising its equity interest (representing 22.5%) held in associate PromociónPromocion Inmobiliaria del Sur S.A. (Note16.a-ii)The agreed sellingsale price was agreed in US$25 million (equivalent to S/81 million), which was fully paid.

 

- 74 -


During 2016, cash contributions were mainly made to Gasoducto Sur Peruano S.A. and Concesionaria Chavimochic amounting to S/373.9 million and S/15.7 million, respectively.

In February2016 the Group obtained dividends mainly from Bechtel Vial y Vives and March,Promocion Inmobiliaria del Sur S.A. amounting to S/6.3 million and S/3.8 million, respectively.

In 2016, the Group included an impairment provision of GSP for S/593.1 million (US$176.49 million).

b)

Investment in Joint Ventures

Set out below are the joint ventures of the Group as of December 31:

               Carrying amount 
   Class   Interest in capital   At December 31, 

Entity

  of share   2017   2018   2017   2018 
       %   %         

Sistemas SEC

   Common    49.00    —      10,112    —   

Logistica Químicos del Sur S.A.C.

   Common    50.00    50.00    7,343    7,230 

G.S.J.V. SCC

   Common    50.00    50.00    878    —   

ConstructoraSK-VyV Ltda.

   Common    50.00    50.00    49    34 

Others

     —      —      236    219 
        

 

 

   

 

 

 
         18,618    7,483 
        

 

 

   

 

 

 

i)

Tecgas N.V.

This entity provides operation and maintenance services for hydrocarbon pipelines and related activities, it concentrates its activities substantially in fulfilling the obligations arising from the operation and maintenance of the pipeline gas transport system related to the concession contract for Gas Concession Peru S.A.A. (TGP, its main client). In April 2017, subsidiary Stracon GyM S.A. soldthe Company entered into a purchase-sale contract for all of its shares (representing 51%) in the investment in a trade session at the Lima Stock Exchange a portion of its equity interest (representing 9.97%) of Red Eagle Mining Corporation (included asnon-current assets at the consolidated financial statement), keeping an interest of 2.70%joint venture with Compañia Operadora del Gas del Amazonas S.A.C. (COGA). The agreed sellingsale price was agreed at US$13.321.5 million (equivalent to S/43 million)69.8), which wasis fully paid.

ii)

Sistemas SEC

(All amounts expressedThe company’s activities include the renovation and automation of the electrical system and signaling of railways and communications within the Santiago - Chillan - Bulnes - Caravans and Conception areas. The contract was awarded in thousands2005 for a period of S/ unless otherwise stated)16 years. In December 2018, the SEC contract was transferred to Engie S.A. as part of the CAM Group investment sale (Note 37).

- 75 -


The following table shows the financial information of the principal joint ventures:

Summarized financial information for joint ventures

   Logistica Quimicos del Sur S.A.C. 
   At December, 31 

Entity

  2017   2018 

Current

    

Cash and cash equivalents

   2,076    1,520 

Other current assets

   1,652    1,549 
  

 

 

   

 

 

 

Total current assets

   3,728    3,069 
  

 

 

   

 

 

 

Other current liabilities

   (3,104   (3,513
  

 

 

   

 

 

 

Total current liabilities

   (3,104   (3,513
  

 

 

   

 

 

 

Non-current

    

Totalnon-current assets

   39,327    37,349 
  

 

 

   

 

 

 

Net assets

   14,267    14,904 
  

 

 

   

 

 

 

Revenues

   10,750    11,399 

Depreciation and amortization

   (2,039   (2,313

Interest expense

   (675   (668
  

 

 

   

 

 

 

Profit from continuing operations

   4,988    4,698 

Income tax expense

   (1,614   (1,482
  

 

 

   

 

 

 

Profit from continuing operations after income tax

   3,374    3,216 
  

 

 

   

 

 

 

Other comprehensive income

   —      —   
  

 

 

   

 

 

 

Total comprehensive income

   3,374    3,216 
  

 

 

   

 

 

 

The movement of the investments in joint ventures was as follows:

   2016   2,017   2,018 

Opening balance

   146,303    103,356    18,618 

Equity interest in results

   (5,269   6,039    1,599 

Debt capitalization

   8,308    —      —   

Contributions received

   6,889    —      —   

Transfer to Adexus from acquisition of control

   (35,870   —      —   

Disposal of Investment

   —      (88,556   (10,112

Dividends received

   (17,843   (3,758   (1,823

Conversion adjustment

   2,276    334    79 

Write-off of Investment

   (1,798   —      (878

Discontinued operations

   360    1,203    —   
  

 

 

   

 

 

   

 

 

 

Final balance

   103,356    18,618    7,483 
  

 

 

   

 

 

   

 

 

 

In 2018, 2017 and 2016 the following significant movements were carried out:

 

The Group obtained dividends in 2018 from Logistica Quimicos del Sur S.A. for S/1.8 million (from Consorcio Sistemas SEC for S/1 million and from Logistica Quimicos del Sur S.A. for S/2.8 million in 2017 and S/13.1 million and S/3.3 million from G.S.J.V. in 2016).

On April 24, 2017, the Company signed a purchase-sale agreement for their total capital stock (representing 51%) held in their joint venture with Compañíaia Operadora de Gas del Amazonas S.A.C. (COGA). The selling price was agreed at US$21.5 million (equivalent to S/69.8 million), which was fully paid.

 

In February 2016 the Group acquired 8% of additional interest by capitalizing debt for S/8.3 million. In August 2016, the Group obtained control over Adexus S.A. The balance of the investment at that date was transferred to investments in subsidiaries for S/35.9 million. From that date, the Company consolidated the financial statements of Adexus S.A.(Note 33-a).

- 76 -


17

PROPERTY, PLANT AND EQUIPMENT, NET

The movement in property, plant and equipment accounts and its related accumulated depreciation for the year ended December 31, 2016, 2017 and 2018 is as follows:

   Land  Buildings  Machinery  Vehicles  Furniture
and
fixtures
  Other
equipment
  Replacement
units
  In-transit
units
  Work in
progress
  Total 

At January 1, 2016

           

Cost

   28,409   231,029   1,074,195   443,239   52,225   191,238   15,448   1,817   13,044   2,050,644 

Accumulated depreciation and impairment

   —     (41,464  (509,510  (222,353  (31,048  (134,508  (4  —     —     (938,887
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

   28,409   189,565   564,685   220,886   21,177   56,730   15,444   1,817   13,044   1,111,757 

Additions

   6,238   12,126   81,378   50,574   4,423   24,870   553   19,312   13,594   213,068 

Adquisition of subsidiaries - Adexus (Note 33 a)

   —     13,913   —     420   1,525   26,130   —     —     —     41,988 

Reclassifications

   —     (281  4,423   (1,639  4,547   14,338   2,583   (17,349  (6,622  —   

Transfers to inventories

   2,941   —     —     —     —     —     —     —     —     2,941 

Transfers to intangibles
(Note 18)

   —     —     —     —     —     —     —     —     (1,257  (1,257

Deduction for sale of assets

   (5,256  (14,333  (60,374  (48,521  (1,724  (5,766  —     —     —     (135,974

Disposals, net

   —     (1,232  (15,149  (1,354  (1,579  (4,364  (661  (2  —     (24,341

Depreciation charge

   —     (14,842  (104,638  (48,041  (7,548  (28,127  (5  —     —     (203,201

Impairment loss

   —     (73  (5,190  (317  (3,301  (382  —     —     —     (9,263

Depreciation for sale deductions

   —     8,113   48,266   29,536   1,026   1,907   —     —     —     88,848 

Disposals - accumulated depreciation

   —     2,010   14,165   1,353   1,449   2,809   —     —     —     21,786 

Translations adjustments

   282   130   5,987   922   176   (344  —     —     94   7,247 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   32,614   195,096   533,553   203,819   20,171   87,801   17,914   3,778   18,853   1,113,599 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

           

Cost

   32,614   241,352   1,090,460   443,641   59,593   246,102   17,923   3,778   18,853   2,154,316 

Accumulated depreciation and impairment

   —     (46,256  (556,907  (239,822  (39,422  (158,301  (9  —     —     (1,040,717
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   32,614   195,096   533,553   203,819   20,171   87,801   17,914   3,778   18,853   1,113,599 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 77 -


   Land  Buildings  Machinery  Vehicles  Furniture
and
fixtures
  Other
equipment
  Replacement
units
  In-transit
units
  Work in
progress
  Total 

At January 1, 2017

           

Cost

   32,614   241,352   1,090,460   443,641   59,593   246,102   17,923   3,778   18,853   2,154,316 

Accumulated depreciation and impairment

   —     (46,256  (556,907  (239,822  (39,422  (158,301  (9  —     —     (1,040,717
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   32,614   195,096   533,553   203,819   20,171   87,801   17,914   3,778   18,853   1,113,599 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

   32,614   195,096   533,553   203,819   20,171   87,801   17,914   3,778   18,853   1,113,599 

Additions

   157   2,724   48,207   36,594   11,607   36,179   925   22,877   13,178   172,448 

Deconsolidation, net

   (3,713  (26,109  —     (1,527  (2,153  (46,032  —     (3,903  (4  (83,441

Reclassifications, net

   —     1,969   12,459   2,888   609   6,579   4,076   (21,600  (6,980  —   

Transfers to intangibles
(Note 18)

   —     —     2,119   724   —     —     —     (964  (2,048  (169

Deduction for sale of assets

   (5,616  (51,736  (149,202  (92,079  (4,200  (5,270  —     —     —     (308,103

Disposals, net

   —     (245  (4,032  (7,507  (422  (9,413  —     (230  (3,606  (25,455

Depreciation charge

   —     (12,469  (100,976  (45,457  (11,654  (26,928  —     —     —     (197,484

Impairment loss

   —     —     (14,328  —     —     —     —     —     (352  (14,680

Depreciation for sale deductions

   —     3,579   115,864   84,145   1,049   3,128   —     —     —     207,765 

Translations adjustments

   236   152   606   (350  (23  980   —     —     (346  1,255 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   23,678   112,961   444,270   181,250   14,984   47,024   22,915   (42  18,695   865,735 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2017

           

Cost

   23,678   157,949   998,207   380,724   62,435   180,409   22,924   (42  19,047   1,845,331 

Accumulated depreciation and impairment

   —     (44,988  (553,937  (199,474  (47,451  (133,385  (9  —     (352  (979,596
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   23,678   112,961   444,270   181,250   14,984   47,024   22,915   (42  18,695   865,735 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 78 -


   Land  Buildings  Machinery  Vehicles  Furniture
and
fixtures
  Other
equipment
  Replacement
units
  In-transit
units
  Work in
progress
  Total 

At January 1, 2018

           

Cost

   23,678   157,949   998,207   380,724   62,435   180,409   22,924   (42  19,047   1,845,331 

Accumulated depreciation and impairment

   —     (44,988  (553,937  (199,474  (47,451  (133,385  (9  —     (352  (979,596
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   23,678   112,961   444,270   181,250   14,984   47,024   22,915   (42  18,695   865,735 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net initial carrying amount

   23,678   112,961   444,270   181,250   14,984   47,024   22,915   (42  18,695   865,735 

Additions

   —     13,216   11,318   9,377   2,145   14,122   —     5,577   27,431   83,186 

Deconsolidation, net

   (3,183  (33,989  (108,993  (110,859  (1,539  (32,878  —     —     (715  (292,156

Reclassifications

   —     17,129   16,626   (1,415  (1,430  75   (5,257  (5,320  (20,408  —   

Deduction for sale of assets

   —     (3,527  (55,567  (32,399  (2,164  (2,200  (124  —     —     (95,981

Disposals, net

   —     (9,723  (2,607  (1,418  (292  (461  —     —     (118  (14,619

Depreciation charge

   —     (14,257  (67,430  (19,391  (3,954  (18,068  —     —     —     (123,100

Impairment loss

   —     —     (5,664  —     —     —     —     —     —     (5,664

Depreciation for sale deductions

   —     1,189   37,452   14,868   1,813   1,702   —     —     —     57,024 

Translations adjustments

   (286  3,383   (3,310  (788  (134  (2,415  —     —     (321  (3,871
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net final carrying amount

   20,209   86,382   266,095   39,225   9,429   6,901   17,534   215   24,564   470,554 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2018

           

Cost

   20,209   112,548   694,284   83,345   57,222   106,068   17,543   215   24,916   1,116,350 

Accumulated depreciation and impairment

   —     (26,166  (428,189  (44,120  (47,793  (99,167  (9  —     (352  (645,796
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

   20,209   86,382   266,095   39,225   9,429   6,901   17,534   215   24,564   470,554 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 79 -


In 2016, 2017 and 2018, additions to cost correspond to acquisitions of fixed assets made under financial leases or direct purchases.

The balance of work in progress as of December 31, 2018, is related to investments made by the subsidiary GMP S.A. for S/17.3 million (S/11.0 million as of December 31, 2017, and S/19.0 million as of December 31, 2016) for drilling activities to increase the exploitation of oil and gas. Additionally, the balance includes the construction works of the Larcomar Hotel Project for S/15.8 million (S/15.6 million in 2017 and S/14.4 million in 2016).

In 2018 the sale of fixed assets amounted to S/31.9 million (S/127.2 million in 2017 and S/70.5 million in 2016), generating a loss of S/7.1 million (gain of S/26.9 million in 2017 and gain of S/18.41 million in 2016), which is shown in the statement of income under the caption “other income and expenses, net” (Note 29). The difference of income from the sale of fixed assets and the gain generated are presented under the caption “income from construction activities” and in “gross profit”, respectively.

In September 2017, the Company signed a sale contract for the corporate building located in Miraflores with Volcomcapital Petit Thouars S.A.C. The sale was made in October 2017, the amount of the purchase-sale amount to US$20.5 million. This operation includes a 5-year lease period that can be extended up to 10 years as well as a purchase option on the building. The sale of the mentioned property generates a profit of US$3.5 million.

Depreciation of property, plant and equipment and investment property is distributed in the income statement as follows:

   2016   2017   2018 

Cost of services and goods

   111,404    103,566    81,199 

Administrative expenses

   7,428    5,776    5,135 

(+) Depreciation discontinued operations

   86,690    90,452    39,085 
  

 

 

   

 

 

   

 

 

 

Total depreciation related to property, plant and equipment and investment property

   205,522    199,794    125,419 

(-) Depreciation related to investment property

   (2,321   (2,310   (2,319
  

 

 

   

 

 

   

 

 

 

Total depreciation of property, plant and equipment

   203,201    197,484    123,100 
  

 

 

   

 

 

   

 

 

 

At 31 December 2018, the Group had fully depreciated assets in use of S/424 million (S/154 million in 2017 and S/151.6 million in 2016).

The net carrying amount of machinery and equipment, vehicles and furniture and fixtures acquired under finance lease contracts is broken down as follows:

           At December 31, 
   2016   2017   2018 

Cost of acquisition

   800,927    650,301    589,269 

Accumulated depreciation

   (386,411   (351,447   (329,613
  

 

 

   

 

 

   

 

 

 

Net carrying amount

   414,516    298,854    259,656 
  

 

 

   

 

 

   

 

 

 

Other financial liabilities are secured by property, plant and equipment for S/321.1 million (S/368.1 million in 2017 and S/617.9 million in 2016).

Operating lease commitments:

In connection with the lease agreement for the sale of the corporate building located in Miraflores mentioned on the previous page, the Company has outstanding commitments fornon-cancellable operating leases, with the following maturities:

   2017   2018 

Up to 1 year

   8,526    8,933 

Within 2 to 5 years

   35,161    47,397 

Over 5 years

   46,451    30,532 
  

 

 

   

 

 

 
   90,138    86,862 
  

 

 

   

 

 

 

- 80 -


18

INTANGIBLE ASSETS

The movement in intangible assets and the related accumulated amortization as of December 31, 2016, 2017 and 2018 is as follows:

   Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Software
and
development
costs
  Costs of
development
of wells
  Development
costs
  Land
use
rights
   Other
assets
  Total 

At January 1, 2016

            

Cost

   192,227   96,751   716,125   82,134   42,761   326,723   3,623   13,288    15,425   1,489,057 

Accumulated amortization and impairment

   (21,995  (217  (298,232  (57,940  (32,543  (192,460  (3,623  —      (3,761  (610,771
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net carrying amount

   170,232   96,534   417,893   24,194   10,218   134,263   —     13,288    11,664   878,286 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net initial carrying amount

   170,232   96,534   417,893   24,194   10,218   134,263   —     13,288    11,664   878,286 

Additions

   —     —     118,222   —     16,477   17,772   —     —      19,255   171,726 

Acquisition of subsidiary – Adexus (Note 33 a)

   930   9,088   6,090   12,822   —     —     —     —      4,203   33,133 

Transfers from assets under construction (Note 17)

   —     —     —     —     —     —     —     —      1,257   1,257 

Reclasifications

   —     —     5,258   —     345   —     —     —      (5,603  —   

Disposals – net cost

   —     —     (1,395  —     —     (2,395  —     —      —     (3,790

Amortization

   —     —     (28,206  (4,376  (8,043  (40,918  —     —      (1,200  (82,743

Impairment loss

   (38,680  (15,628  —     —     —     —     —     —      —     (54,308

Translations adjustments

   12,038   3,672   (102  171   1,024   —     —     —      (78  16,725 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net final carrying amount

   144,520   93,666   517,760   32,811   20,021   108,722   —     13,288    29,498   960,286 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

At December 31, 2016

            

Cost

   205,195   109,511   844,213   95,127   60,607   342,100   3,623   13,288    34,294   1,707,958 

Accumulated amortization and impairment

   (60,675  (15,845  (326,453  (62,316  (40,586  (233,378  (3,623  —      (4,796  (747,672
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net carrying amount

   144,520   93,666   517,760   32,811   20,021   108,722   —     13,288    29,498   960,286 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

- 81 -


   Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Software
and
development
costs
  Costs of
development
of wells
  Development
costs
  Land
use
rights
   Other
assets
  Total 

At January 1, 2017

            

Cost

   205,195   109,511   844,213   95,127   60,607   342,100   3,623   13,288    34,294   1,707,958 

Accumulated amortization and impairment

   (60,675  (15,845  (326,453  (62,316  (40,586  (233,378  (3,623  —      (4,796  (747,672
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net cost

   144,520   93,666   517,760   32,811   20,021   108,722   —     13,288    29,498   960,286 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net initial cost

   144,520   93,666   517,760   32,811   20,021   108,722   —     13,288    29,498   960,286 

Additions

   —     —     38,156   5,274   3,330   49,698   —     —      20,832   117,290 

Capitalization of interest

   —     —     26,015   —     —     —     —     —      —     26,015 

Deconsolidation, net

   (3,524  —     (17,354  —     (21  —     —     —      (2,767  (23,666

Transfers from assets under construction (Note 17)

   —     —     (11,217  —     2,761   5,008   —     —      3,617   169 

Derecognition - cost

   —     —     (537  —     (1,572  —     —     —      (355  (2,464

Amortization

   —     —     (24,609  (4,189  (8,091  (46,695  —     —      (2,973  (86,557

Impairment

   (20,068  (29,541  —     —     —     —     —     —      —     (49,609

Translations adjustments

   (4,124  975   13   369   1,196   —     —     —      177   (1,394
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net final cost

   116,804   65,100   528,227   34,265   17,624   116,733   —     13,288    48,029   940,070 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

At December 31, 2017

            

Cost

   197,547   110,486   841,229   98,607   59,913   396,806   3,623   13,288    55,701   1,777,200 

Accumulated amortization and impairment

   (80,743  (45,386  (313,002  (64,342  (42,289  (280,073  (3,623  —      (7,672  (837,130
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net cost

   116,804   65,100   528,227   34,265   17,624   116,733   —     13,288    48,029   940,070 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

- 82 -


   Goodwill  Trade-
marks
  Concession
rights
  Contractual
relations
with clients
  Software
and
development
costs
  Costs of
development
of wells
  Development
costs
  Land
use
rights
   Other
assets
  Total 

At January 1, 2018

            

Cost

   197,547   110,486   841,229   98,607   59,913   396,806   3,623   13,288    55,701   1,777,200 

Accumulated amortization and impairment

   (80,743  (45,386  (313,002  (64,342  (42,289  (280,073  (3,623  —      (7,672  (837,130
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net cost

   116,804   65,100   528,227   34,265   17,624   116,733   —     13,288    48,029   940,070 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net initial cost

   116,804   65,100   528,227   34,265   17,624   116,733   —     13,288    48,029   940,070 

Additions

   —     —     23,803   —     3,267   68,544   —     —      5,067   100,681 

Capitalization of interest expenses

   —     —     3,361   —     —     —     —     —      —     3,361 

Desconsolidation, net

   (20,086  (8,358  (22,758  (8,909  (10,153  —     —     —      (1,863  (72,127

Transfers from assets under construction (Note 17)

   —     —     —     —     199   —     —     —      (199  —   

Derecognition - cost

   —     —     (16  —     (1,941  (4,126  —     —      —     (6,083

Amortization

   —     —     (50,776  (7,996  (5,834  (41,930  —     —      (5,536  (112,072

Translations adjustments

   (3,430  (4,301  199   (303  830   —     —     —      270   (6,735
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net final cost

   93,288   52,441   482,040   17,057   3,992   139,221   —     13,288    45,768   847,095 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

At December 31, 2018

            

Cost

   174,031   97,097   836,254   85,482   16,177   461,224   3,623   13,288    54,644   1,741,820 

Accumulated amortization and impairment

   (80,743  (44,656  (354,214  (68,425  (12,185  (322,003  (3,623  —      (8,876  (894,725
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net cost

   93,288   52,441   482,040   17,057   3,992   139,221   —     13,288    45,768   847,095 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

- 83 -


a)

Goodwill

Management reviews the results of its businesses on the basis of the type of economic activity carried on. At December 31, the goodwill of the cash-generating units (CGUs) is distributed as follows:

   2016   2017   2018 

Engineering and construction

   98,587    75,051    71,621 

Electromechanical

   20,737    20,737    20,737 

Mining and construction services

   13,366    13,366    —   

IT equipment and services

   5,102    930    930 

Telecommunications services

   6,728    6,720    —   
  

 

 

   

 

 

   

 

 

 
   144,520    116,804    93,288 
  

 

 

   

 

 

   

 

 

 

As a result of management’s annual impairment tests on goodwill, the recoverable amount of cash-generating units was determined on the basis of the greater their value in use and fair value less disposal costs. The value in use was determined on the basis of expected future cash flows generated by the evaluation of CGUs.

As a result of these assessments, an impairment was identified in 2016 and 2017 in two CGU’s, Vial yVives-DSD, and Morelco S.A. and was accounted for as of December 31st, 2016 and 2017, respectively. The impairment loss was generated due to the decrease in the expected cash flows, as a result of the reduction of the contracts linked to the backlog. The amount of the impairment impacted the goodwill for S/20.1 million in 2017 (S/38.7 million in 2016). No impairment was identified during 2018.

The main assumptions used by the Group to determine fair value less disposal costs and value in use are as follows:

   Engineering
and
construction
   Electro-
mechanical
   IT equipment
and
services
   Telecommu-
nication
services
 
   %   %   %   % 

2016

        

Gross margin

   9.50% - 12.99%    11.10%    15.00% - 23.19%    11.75% 

Terminal growth rate

   3.00% - 4.00%    2.00%    2.00% - 3.00%    3.00% 

Discount rate

   9.66% - 12.72%    11.01%    21.74%    10.02% 

2017

        

Gross margin

   9.50%    8.00%    20.83%    4.26% 

Terminal growth rate

   3.00%    2.00%    2.90%    3.00% 

Discount rate

   11.18%    11.48%    10.17%    4.02% 

2018

        

Gross margin

   12.67%    7.63%    20.00%    —   

Terminal growth rate

   3.00%    2.00%    2.90%    —   

Discount rate

   12.55%    11.44%    15.39%    —   

- 84 -


These assumptions have been used for the analysis of each CGUs for a period of 5 years.

Management determines budgeted gross margins based on past results and market development expectations. Average growth rates are consistent with those prevailing in the industry. The discount rates used arepre-tax orpost-tax, as applicable, and reflect the specific risks associated with the CGUs evaluated.

b)

Trademarks

This item mainly includes the brands acquired in the business combination processes with Vial y Vives S.A.C. (S/75.4 million) in August 2013, Morelco S.A.S. (S/33.33 million) in December 2014 and Adexus S.A. (S/9.1 million) in August 2016. Management determined that the brands from Vial y Vives, Morelco and Adexus have indefinite useful lives; consequently, annual impairment tests are performed on these intangible assets as explained in paragraph a) above.

As a result of these evaluations, as of December 31, 2017, and 2016, the Vial y Vives - DSD brand partially deteriorated, the amount of the impairment was S/29.5 million and S/15.6 million respectively. It was not necessary to evaluate the impairment of goodwill in Stracon GyM S.A. because in March 2018 the Company sold its interest (87.59%) for a total of US$76.8 million (equivalent to S/248.8 million), generating a profit of S/41.9 million.

The main assumptions used by the Group to determine fair value less cost of sales are as follows:

   Engineering and
construction
  IT
Equipment
Services
 
   Morelco  Vial yVives-
DSD
  Adexus 
   %  %  % 

2016

    

Average revenue growth rate

   14.39  24.53  12.60

Terminal growth rate

   3.00  4.00  3.00

Discount rate

   11.85  9.87  16.05

2017

    

Average revenue growth rate

   9.60  25.00  9.19

Terminal growth rate

   3.00  4.00  3.00

Discount rate

   11.18  14.80  16.63

2018

    

Average revenue growth rate

   12.25  19.58  17.93

Terminal growth rate

   3.00  3.00  2.90

Discount rate

   12.55  14.00  12.40

c)

Concessions

The intangibles of Norvial S.A. as of December 31, 2018, mainly comprise: i) the EPC Contract for S/70 million (S/78 million as of December 31, 2017), ii) the construction of the second section of the“Ancon-Huacho-Pativilca” highway and the cost of capitalized indebtedness at effective interest rates between 7.14% and 8.72% for S/19 million and S/3 million, respectively (S/331 million and S/26 million, respectively as of December 31, 2017 at interest rates between 7.14% and 8.72%), iii) road improvement for S/20 million (S/17 million as of December 31, 2017), iv) Implementation for road safety for S/4 million (S/4 million as of December 31, 2017), v) capitalization of the work of the second roadway for S/310 million (there was no movement as of December 31, 2017), (vi) disbursements for land adquisition for S/5 million (S/5 million as of December 31, 2017), (vii) Other intangible assets contracted for the delivery process of the S/5 million Concession (S/4 million as of December 31, 2017). During 2018 debt costs of S/3 million have been capitalized (S/26 million in 2017). See Note 2.20.

- 85 -


d)

Cost of well’s development

Through one of its subsidiaries, GMP S.A., the Group operates and extracts oil from two fields (Lot I and Lot V) located in the province of Talara, in northern Peru. Both fields are operated under long-term service contracts in which the Group provides hydrocarbon extraction services to Perupetro.

On December 10, 2014, the Peruvian State granted the subsidiary GMP S.A. the right to exploit for 30 years the oil lots III and IV (owned by the Peruvian State - Perupetro) located in the Talara basin, Piura, of 230 and 330 wells, respectively. The total expected investment in both lots amounts to US$350 million; operations began in April 2015.

As part of the Group’s obligations under the service contracts, it is necessary to incur certain costs to prepare the wells located in Lots I, III, IV and V. These costs are capitalized as part of the intangible assets with a value of S/68 million during 2018 (S/99 million in 2017 and S/80 million in 2016), which includes the capitalization of the provision for dismantling wells for S/3 million (S/50 million during 2017).

The lots are amortized on the basis of the useful lives of the wells (determined as five years for lots I and V and units produced for lots III and IV), which is less than the total service contract period with Perupetro.

e)

Amortization of intangible assets

Amortization of intangibles is broken down in the income statement as follows:

   2016   2017   2018 

Cost of sales and services (Note 27)

   59,682    67,381    98,318 

Administrative expenses (Note 27)

   4,890    3,002    4,856 

(+) Amortization discontinued operations

   18,171    16,174    8,898 
  

 

 

   

 

 

   

 

 

 
   82,743    86,557    112,072 
  

 

 

   

 

 

   

 

 

 

19

BORROWINGS

As of December 31, this item includes:

   Total   Current   Non-current 
   2017   2018   2017   2018   2017   2018 

Bank overdrafts

   120    119    120    119    —      —   

Bank loans

   1,561,634    1,023,481    990,467    810,188    571,167    213,293 

Finance leases

   128,309    33,488    66,177    13,514    62,132    19,974 

Other financial entities

   —      145,584    —      2,653    —      142,931 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   1,690,063    1,202,672    1,056,764    826,474    633,299    376,198 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

- 86 -


a)

Bank Loans

As of December 31, 2017, and 2018 includes bank loans in local and foreign currency for working capital. These obligations bear fixed interest rates ranging from 1.6% to 15.8% in 2018 and from 3.3% to 13.9% in 2017.

          Current  Non-current 
   Interest  Date of   At December, 31  At December, 31 
   

rate

  maturity   2017   2018  2017   2018 

GyM S.A.

  1.63% /8.91%   2018 / 2019    551,413    227,770 (iii)   95,376    —   

Graña y Montero S.A.A.

  Libor USD 3M + from 4.9% to 5.5%   2018 / 2020    113,412    206,836 (ii)   363,564    125,547 (i) 

GyM Ferrovías

  Libor USD 1M + to 2%   2019    —      209,463   —      —   

Viva GyM S.A.

  7.00% / 12.00%   2018 / 2020    157,592    129,617   —      2,102 

GMP S.A.

  4.55% /6.04%   2018 / 2020    42,911    22,587   96,245    85,644 

CONCAR S.A.

  15.75%   2019    812    13,915   —      —   

Adexus S.A.

  5.90%   2018 / 2019    46,552    —     3,175    —   

CAM Holding S.A.

  4.68% / 13.76%   2018    77,775    —     12,807    —   
      

 

 

   

 

 

  

 

 

   

 

 

 
       990,467    810,188   571,167    213,293 
      

 

 

   

 

 

  

 

 

   

 

 

 

i)

Credit Suisse Syndicated Loan

In December 2015, the Company entered into a US$200 million medium-term loan agreement with Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC. The loan term is five years with quarterly installments starting on the 18th month. The loan bears interest at a rate of three months Libor plus 4.9% per year (3.8% in 2017). The funds were used to finance the equity participation in GSP. On June 27, 2017, the Company renegotiated the terms of this loan to correct defaults related to the cancellation of the GSP concession.

As of December 31, 2018, the principal balance of the loan amounts to US$37.5 million (equivalent to S/126.7 million). The Company is in compliance with its obligations to do and not to do under the credit agreement.

ii)

GSP Bridge Loan

As of December 31, 2016, the balance of bank loans included US$129 million (S/433 million) of the corporate guarantee issued by the Company to guarantee the bridge loan granted to GSP, which was due as of December 31, 2016. However, on June 27, 2017, the Company reached a refinancing agreement with Natixis, BBVA, SMBC and MUFJ for US$78.7 million (S/256.3 million), this amount was used to repay the GSP bridge loan. The new loan matures in June 2020, with prepayments coming from the sale of assets for 40% in the first year and an additional 30% in the second year.

As of December 31, 2018, the principal balance of the loan was US$63.5 million (equivalent to S/214.5 million). Although as of December 31, 2018, the company had breached some of its obligations under the credit agreement, it has requested a waiver. Due to this default, the loan balance was reclassified as current. This waiver was granted at the closing of this report.

iii)

Financial Stability Framework Agreement

On July 31, 2017, we, and certain of our subsidiaries, GyM, Construyendo Pais S.A., Vial y Vives — DSD and Concesionaria Vía Expresa Sur S.A., entered into a Financial Stability Framework Agreement (together with certain complementary contracts, the “Framework Agreement”) with the following financial entities: Scotiabank Perú S.A., Banco Internacional del Perú S.A.A., BBVA Banco Continental, Banco de Crédito del Perú, Citibank del Peru SA and Citibank N.A. The Framework Agreement aims to: (i) grant GyM a syndicated revolving line of credit for working capital for up to US$1.6 million and S/143.9 million, which may be increased by an additional US$14 million subject to certain conditions; (ii) grant GyM a line of credit of up to US$51.6 million and S/33.6 million; (iii) grant Graña y Montero S.A.A., GyM, Construyendo Pais S.A., Vial y Vives – DSD and Concesionaria Vía Expresa Sur S.A. a non-revolving line of credit to finance reimbursement obligations under performance bonds; (iv) grant a syndicated line of credit in favor of Graña y Montero S.A.A. and GyM for the issuance of performance bonds up to an amount of US$100 million (which may be increased by an additional US$50 million subject to compliance with certain conditions); and (v) to commit to maintain existing standby letters of credit issued at the request of GyM and Graña y Montero S.A.A., as well as the request of Construyendo Pais S.A., Vial y Vives – DSD and Concesionaria Vía Expresa Sur S.A. In April of 2018, the Group repaid US$72.7 million (equivalent to S/245.8 million) of the facility with the proceeds of the sale of Stracon GyM S.A., and in July of 2018, an additional of US$15.4 million (equivalent to S/52.1 million). As of December 31, 2018, and the date of this annual report, there was US$59.4 million (equivalent to S/200.8 million) outstanding under this agreement.

- 87 -


As of December 31, 2018 and as of the date hereof, our construction subsidiary GyM is under a continuing default under the Financial Stability Framework Agreement with respect to its failure to comply with certain ratios between Tranche A (client invoices (facturas)) and Tranche B (project valuations (valorizaciones)). No event of default has been formally noticed to GyM by the lenders, and our subsidiary has requested a waiver from the lenders, which is pending. If duly noticed to GyM by the lenders, the consequence of this default would be to transfer certain amounts due under Tranche B to Tranche A, for which payment is not due until July 2019. As of December 31, 2018, there was US$43.7 million (S/.147.8 million) outstanding under Tranche A and US$15.7 million (S/.53.0 million) outstanding under Tranche B of the facility, for a total of US$59.4 million (S/200.8 million).

b)

Financial Leases

           Current   Non-current 
   Interest   Date of   At December, 31   At December, 31 
   rate   maturity   2017   2018   2017   2018 

GyM S.A.

   0.40% /9.27%    2018 / 2023    40,107    4,523    32,397    9,314 

GMP S.A.

   0.25% /4.50%    2018 / 2021    4,013    4,034    5,304    1,522 

Viva GyM S.A.

   7.79% /8.46%    2018 / 2022    4,439    3,488    12,010    8,582 

CONCAR S.A.

   3.65% /5.05%    2018 / 2020    1,777    1,469    1,945    556 

Adexus S.A.

   3.36% /12.31%    2018 / 2022    8,567    —      4,363    —   

GMI S.A.

   5.56% /6.90%    2018    347    —      —      —   

CAM Holding S.A.

   3.01% /14.76%    2018    6,240    —      5,692    —   

CAM Servicios Perú S.A.

   6.79% /7.75%    2018    687    —      421    —   
      

 

 

   

 

 

   

 

 

   

 

 

 
       66,177    13,514    62,132    19,974 
      

 

 

   

 

 

   

 

 

   

 

 

 

The minimum payments to be made according to their maturity and the present value of the leasing obligations are as follows:

   At December 31, 
   2017   2018 

Up to 1 year

   72,864    15,151 

From 1 to 5 years

   65,899    21,583 

Over 5 years

   638    —   
  

 

 

   

 

 

 
   139,401    36,734 

Future financial charges on finance leases

   (11,092   (3,246
  

 

 

   

 

 

 

Present value of the obligations for finance lease contracts

   128,309    33,488 
  

 

 

   

 

 

 

The present value of the finance lease agreements obligations are as follows:

   At December 31, 
   2017   2018 

Up to 1 year

   66,177    13,514 

From 1 year to 5 years

   61,501    19,974 

Over 5 years

   631    —   
  

 

 

   

 

 

 
   128,309    33,488 
  

 

 

   

 

 

 

c)

Other financial entities

Monetization of Norvial dividends

On May 29, 2018, an investment agreement was signed between the Company and Inversiones Concesion Vial S.A.C. (“BCI Peru”) - with the intervention of Fondo de Inversion BCI NV (“Fondo BCI”) and BCI Management Administradora General de Fondos S.A. (“BCI Asset Management”) to monetize the future dividends on Norvial S.A. that our Company will receive for a period of seven years. The transaction amount is US$42.3 million (equivalent to S/138 million) and was completed on June 11, 2018.

It has also been agreed that the Company will have call options on 48.8% of the economic rights of Norvial that BCI Peru will maintain through its participation in Inversiones en Autopistas S.A. Such options will be subject to certain conditions such as the maturity of different terms, recovery of the investment made with the funds of the BCI Fund (according to different economic estimates) and/or the occurrence of a change of control.

- 88 -


d)

Fair value of debt

The book value and fair value of financial liabilities are as follows:

   Carrying amount   Fair value 
   At December, 31   At December, 31 
   2017   2018   2017   2018 

Bank overdrafts

   120    119    120    119 

Bank loans

   1,561,634    1,023,481    1,627,000    1,152,885 

Finance leases

   128,309    33,488    141,040    38,399 

Other financial entities

   —      145,584    —      145,584 
  

 

 

   

 

 

   

 

 

   

 

 

 
   1,690,063    1,202,672    1,768,160    1,336,987 
  

 

 

   

 

 

   

 

 

   

 

 

 

In 2018, fair values are based on discounted cash flows using debt rates between 2.4% and 8.9% (between 2.4% and 13.8% in 2017) and are within level 2 of the fair value hierarchy.

20

BONDS

As of December 31, this item includes:

   Total   Current   Non-current 
   2017   2018   2017   2018   2017   2018 

GyM Ferrovías

   603,657    611,660    12,294    13,422    591,363    598,238 

Norvial

   343,910    325,382    24,361    25,745    319,549    299,637 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   947,567    937,042    36,655    39,167    910,912    897,875 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

a)

GyM Ferrovias S.A.

In February 2015, the subsidiary GyM Ferrovias S.A. completed an international corporate bond issue under “Regulation S” of the United States of America. The issue was made in soles VAC (adjusted by the Constant Update Value) for an amount of S/629 million. Issuance costs amounted to S/22 million. The bonds mature in November 2039 and bear interest at a rate of 4.75% (plus the VAC adjustment), have a risk rating of AA+ (local scale) granted by Apoyo & Asociados Internacionales Clasificadora de Riesgo and a guarantee scheme that includes a mortgage on the concession of which GyM Ferrovias S.A. is the concessionaire, collateral on the shares of GyM Ferrovias S.A., Assignment of the Collection Rights of the Administration Trust, a Flows Trust and Reserve Accounts for the Debt Service, Operation, and Maintenance and the ongoing Capex. At December 31, 2018, S/67.7 million have been amortized (S/57.5 million at December 31, 2017).

As of December 31, 2018, the balance includes accrued interest and VAC adjustments for S/72.0 million (S/60.5 million as of December 31, 2017).

- 89 -


As of December 31, 2017, and 2018, the movement in this account is as follows:

   2017   2018 

Balance at January, 1

   604,031    603,657 

Amortization

   (19,141   (10,178

Accrued interest

   49,132    48,130 

Interest paid

   (30,365   (29,949
  

 

 

   

 

 

 

Balance at December, 31

   603,657    611,660 
  

 

 

   

 

 

 

As part of the bond structuring process, GyM Ferrovias S.A. undertook to report and verify compliance with the following covenants, measured by its individual financial statements:

Debt service coverage ratio not less than 1.2 times;

Maintain a minimum balance in the trust equal to one-quarter of operating and maintenance costs (including VAT);

Maintain a constant balance in the minimum trust equal to the following two coupons according to the bond schedule.

On August 23, 2017, GyM Ferrovias S.A. and Line One CPAO Purchaser LLC signed the purchase-sale contract and assignment of collection rights for the “Annual Payment for Complementary Investment (PAO Complementary)” derived from the Concession Contract for an amount equivalent to US$316 million.

On August 23, 2017, GyM Ferrovias S.A. as Borrower, Mizuho Bank, Ltd., and Sumitomo Mitsui Banking Corporation as Lenders and Mizuho Bank, Ltd. as Administrative Agent signed a Working Capital loan agreement for an amount equivalent to US$80 million to partially finance the Lima Metro Line 1 Expansion Project. As of December 31, 2018, the balance payable amounts to US$62 million.

b)

Norvial S.A.

Between 2015 and 2016, the subsidiary, Norvial S.A., issued the First Corporate Bond Program on the Lima Stock Exchange for S/365 million. The rating companies Equilibrium Risk and Apoyo & Asociados Internacionales gave the rating of AA to this debt instrument.

The purpose of the awarded funds was to finance the construction works of the Second Stage of the Road Network No. 5 and the financing of the VAT linked to the execution of the expenses of the Project.

- 90 -


As of December 31, 2017, and 2018, the movement in this account is as follows:

   2017   2018 

Balance at January, 1

   363,684    343,910 

Amortization

   (20,010   (18,736

Accrued interest

   2,987    24,170 

Capitalized interest

   26,011    3,361 

Interest paid

   (28,762   (27,323
  

 

 

   

 

 

 

Balance at December, 31

   343,910    325,382 
  

 

 

   

 

 

 

As part of the bond structuring process, Norvial S.A. undertook to periodically report and verify compliance with the following covenants:

Debt service coverage ratio not less than 1.3 times;

Proforma leverage ratio less than 4 times.

The fair value of both obligations at December 31, 2018 amounts to S/1,037 million (at December 31, 2017, amounts to S/1,040 million), and is based on discounted cash flows using rates between 4.09% and 5.45% (between 4.49% and 6.63% at December 31, 2017) corresponding to level 2 of the fair value hierarchy.

As of December 31, 2017, and 2018, the Company has complied with the covenants of both types of bonds.

21

TRADE ACCOUNTS PAYABLE

As of December 31, this item includes:

   2017   2018 

Invoices payable

   1,250,586    591,619 

Unbilled services received

   132,514    378,670 

Notes payable

   69,946    109,242 
  

 

 

   

 

 

 
   1,453,046    1,079,531 
  

 

 

   

 

 

 

The balance of services received but not billed includes the estimate made by management corresponding to the valuation by the degree of completion, which amounted to S/378.7 million at December 31, 2018 (S/132.5 million at December 31, 2017).

- 91 -


22

OTHER ACCOUNTS PAYABLE

As of December 31, this item includes:

   Total   Current   Not current 
   2017   2018   2017   2018   2017   2018 

Advances received from customers (a)

   726,294    496,548    316,891    301,868    409,403    194,680 

Consorcio Constructor Ductos del Sur - payable (b)

   250,021    234,978    —      —      250,021    234,978 

Salaries and other payable

   246,916    97,774    246,916    97,774    —      —   

Put option liability on Morelco acquisition (Note33-b)

   105,418    103,649    —      —      105,418    103,649 

Third-party loans

   107,314    11,560    75,256    11,560    32,058    —   

Other taxes payable

   69,584    90,449    69,584    69,118    —      21,331 

VAT payable

   48,095    42,326    37,544    42,326    10,551    —   

Consorcio Rio Mantaro - payables

   35,531    35,531    35,531    35,531    —      —   

Acquisition ofnon-controlling interest (Note36-a)

   22,407    22,963    22,407    22,963    —      —   

Supplier funding

   14,886    —      —      —      14,886    —   

Guarantee deposits

   15,580    15,137    15,580    15,137    —      —   

Post-retirement benefits

   8,914    —      —      —      8,914    —   

Other accounts payables

   50,013    55,864    28,791    36,392    21,222    19,472 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   1,700,973    1,206,779    848,500    632,669    852,473    574,110 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)

Advances received from customers relate mainly to construction projects, and are discounted from invoicing, in accordance with the terms of the contracts.

(b)

The other accounts payable of Consorcio Constructor Ductos del Sur correspond to payment obligations to suppliers and main subcontractors for S/235 million, as a consequence of the termination of GSP’s operations.

The fair value of short-term accounts approximates their carrying amount due to their short-term maturities. Thenon-current portion comprises mainlynon-financial liabilities such as advances received from customers. The remaining balance is not significant in the financial statements for the periods shown.

23

PROVISIONS

As of December 31, this item includes:

   Total   Current   Not current 
   2017   2018   2017   2018   2017   2018 

Legal contingencies

   23,364    84,728    12,220    6,049    11,144    78,679 

Contingent liabilities from the acquisition of Morelco

   4,224    4,039    —      —      4,224    4,039 

Contingent liabilities from the acquisition of Coasin and Vial yVives - DSD

   1,839    459    —      —      1,839    459 

Contingent liabilities from the acquisition of Adexus

   1,186    —      1,186    —      —      —   

Provision for well closure (Note 5.1 d)

   16,804    20,382    97    148    16,707    20,234 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   47,417    109,608    13,503    6,197    33,914    103,411 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2018, legal contingencies correspond mainly to the present value of the estimated provision of S/73.5 million (approximately US$22.3 million), related to the contingency described in Note 1c-4). (As of December 31, 2017, they correspond mainly to provisions for labor liabilities and tax claims of S/19.3 million).

Legal contingencies also include proceedings brought against the Group by the Peruvian energy regulator (OSINERGMIN), related to the storage of hydrocarbons and applicable environmental laws and regulations for S/5.3 million (S/5.1 million as of December 31, 2017).

- 92 -


The gross movement of other provisions is as follows:

Other provisions

  Legal
contingencies
   Contingent
liabilities
resulting
from
acquisitions
   Provision
for well
closure
   Total 

At January 1, 2017

   15,732    8,125    17,216    41,073 

Additions

   9,510    —      —      9,510 

Reversals of provisions

   (235   (809   (412   (1,456

Payments

   (1,680   —      —      (1,680

Translation adjustments

   37    (67   —      (30
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

   23,364    7,249    16,804    47,417 
  

 

 

   

 

 

   

 

 

   

 

 

 

At January 1, 2018

   23,364    7,249    16,804    47,417 

Additions

   75,369    —      3,578    78,947 

Reversals of provisions

   (4,875   (1,343   —      (6,218

Deconsolidation of subsidiaries

   (2,340   —      —      (2,340

Reclasification liabilities classified as held for sale

   —      (1,093   —      (1,093

Payments

   (6,615   —      —      (6,615

Translation adjustments

   (175   (315   —      (490
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2018

   84,728    4,498    20,382    109,608 
  

 

 

   

 

 

   

 

 

   

 

 

 

24

EQUITY

a)

Capital

The General Shareholders’ Meeting held on November 6, 2018, approved a capital increase of up to US$130 million (equivalent to S/434 million, approximately), equivalent to 211,864,065 shares at a price of US$0.6136. As of December 31, 2018, during the first stage of the placement and the conclusion of two preferred subscription rounds, a total of 69,380,402 shares were subscribed. Therefore, the Company’s capital is represented by 729,434,192 shares with a par value of S/1.00 each, out of which 660,053,790 are registered in the Public Registry, and 69,380,402 are in the process of registration. As of December 31, 2017, the issued, authorized, subscribed, and paid-in capital in accordance with the Company’s bylaws and amendments thereto was represented by 660,053,790 common shares. The company will continue its efforts to place the balance or part of the shares pending subscription.

As of December 31, 2017, a total of 259,302,745 shares were represented in ADS, equivalent to 51,860,549 ADSs at the rate of 5 shares per ADS; and 207,931,660 shares were represented in ADSs equivalent to 41,586,332 ADS as of December 31, 2018.

- 93 -


As of December 31, 2018, the Company’s shareholding structure is as follows:

Percentage of individual interest in capital

  Number of
shareholders
   Total
percentage
of interest
 

Up to 1.00

   1,926    16.37 

From 1.01 to 5.00

   12    26.54 

From 5.01 to 10.00

   2    12.47 

Over 10

   2    44.62 
  

 

 

   

 

 

 
   1,942    100.00 
  

 

 

   

 

 

 

As of December 31, 2018, the Company’s shares had ayear-end market price of S/1.99 per share and a trading frequency of 91.6% (S/1.87 per share and a trading frequency of 100% as of December 31, 2017).

b)

Legal reserve

In accordance with the Peruvian General Law of Corporations, the legal reserve of the Company is constituted with the transfer of 10% of the annual profit until reaching an amount equivalent to 20% of the paid-in capital. In the absence of profits or unrestricted reserves, the legal reserve must be applied to the compensation of losses and must be replenished with the profits of subsequent years. This reserve may be capitalized; and its replacement is also mandatory. As of December 31, 2018, the balance of the legal reserve reached the aforementioned limit.

c)

Voluntary reserve

As of December 31, 2017, and 2018, this S/29.97 million reserve is related to the excess of the legal reserve; this reserve is above the requirement to constitute a reserve until it reaches the equivalent of 20% of the paid-in capital.

d)

Share premium

This item includes the excess of total income obtained by shares issued in 2013 compared to their nominal value of S/1,055.5 million and by shares issued in 2018 an amount of S/68.2 million.

In addition, this account recognizes the difference between the nominal value and the transaction value for acquisitions of shares innon-controlling interests.

e)

Retained earnings

Dividends distributed to shareholders other than domiciled legal entities are subject to the rates of 4.1% (earnings until 2014), 6.8% (2015 and 2016 earnings) and 5.00% (2017 and thereafter) for income tax charged to these shareholders; such tax is withheld and settled by the Company. Dividends for fiscal years 2017 and 2018 were not distributed (Note 34).

- 94 -


25

DEFERRED INCOME TAX

Deferred income tax is classified by its estimated reversal term as follows:

   2017   2018 

Deferred income tax asset:

    

Reversal expected in the following 12 months

   73,883    48,889 

Reversal expected after 12 months

   362,814    376,547 
  

 

 

   

 

 

 

Total deferred tax asset

   436,697    425,436 
  

 

 

   

 

 

 

Deferred income tax liability:

    

Reversal expected in the following 12 months

   (5,583   (9,067

Reversal expected after 12 months

   (66,889   (66,280
  

 

 

   

 

 

 

Total deferred tax liability

   (72,472   (75,347
  

 

 

   

 

 

 

Deferred income tax asset, net

   364,225    350,089 
  

 

 

   

 

 

 

The movement in deferred income tax is as follows:

   2016   2017   2018 

Deferred income tax asset, net as of January 1

   48,682    353,839    364,225 

Credit to income statement (Note 30)

   263,806    42,599    25,118 

Adjustment for changes in rates of income tax

   17,105    1,951    (1,524

Credit to other comprehensive income

   15,004    —      —   

Tax charged to equity

   159    —      —   

Acquisition of a subsidiary

   10,363    (12,160   (40,460

Acquisition of joint operation

   —      (16,804   (95

Other movements

   (1,280   (5,200   2,825 
  

 

 

   

 

 

   

 

 

 

Total as of December 31

   353,839    364,225    350,089 
  

 

 

   

 

 

   

 

 

 

- 95 -


The movement in deferred tax assets and liabilities in the year, without considering the offsetting of balances, is as follows:

Deferred income tax liabilities

 Difference in
depreciation
rates
  Deferred
income
  Fair value
gains
  Work
in
Process
  Tax
receivables
  Borrowing
costs
capitalized
  Purchase
price
allocation
  Others  Total 

At January 1, 2016

  45,155   —     30,684   24,723   25,543   15,178   —     11,810   153,093 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Charge) credit to P&L

  16,595   —     13,587   (16,481  3,324   6,240   —     2,618   25,883 

(Charge) credit to OCI

  —     —     (15,348  —     —     —     —     —     (15,348

Reclassification of previous years

  —     —     (28,923  —     —     —     30,187   (1,264  —   

Acquisition of subsidiary

  —     —     —     —     —     —     (3,069  —     (3,069
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

  61,750   —     —     8,242   28,867   21,418   27,118   13,164   160,559 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Charge) credit to P&L

  104,101   —     —     (5,712  3,322   (1,473  (11,780  (3,724  84,734 

Sale of subsidiary

  —     —     —     —     —     —     —     (83  (83
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2017

  165,851   —     —     2,530   32,189   19,945   15,338   9,357   245,210 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Charge) credit to P&L

  (74,679  13,574   —     2,926   689   (4,229  (11,699  7,828   (65,590

Sale of subsidiaries

  (16,189  —     —     —     —     —     (5,201  (3,377  (24,767
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2018

  74,983   13,574   —     5,456   32,878   15,716   (1,562  13,808   154,853 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred income tax assets

 Provisions  Accelerated
tax
depreciation
  Tax
losses
  Work in
process
  Accrual for
unpaid
vacations
  Investments in
subsidiaries
  Impairment  Tax
Goodwill
  Others  Total 

At January 1, 2016

  20,949   14,892   91,313   24,103   14,977   1,476   —     17,522   16,543   201,775 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  84,571   1,489   51,163   (6,489  (2,005  (312  172,052   3,003   3,322   306,794 

Charge (credit) to equity

  159   —     —     —     —     —     —     —     —     159 

Charge (credit) to ORI

  —     —     —     —     —     —     —     —     (343  (343

Adquisition of subsidiary (Adexus)

  —     —     10,607   —     —     —     —     —     (3,313  7,294 

Others

  —     —     —     —     —     (556  —     —     (725  (1,281
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

  105,679   16,381   153,083   17,614   12,972   608   172,052   20,525   15,484   514,398 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  (12,614  79,637   (8,555  21,873   2,166   118   28,593   (112  18,358   129,464 

Charge (credit) to equity

  (8,882  —     —     —     —     —     (7,493  —     (347  (16,722

Reclassification

  (30,901  —     —     —     —     (726  31,627   —     —     —   

Sale of subsidiary (GMD S.A.)

  (683  (9,367  (438  —     (1,697  —     —     —     (236  (12,421

Others

  (160  —     (1  —     (1  —     1   —     (5,123  (5,284
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2017

  52,439   86,651   144,089   39,487   13,440   —     224,780   20,413   28,136   609,435 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Charge (credit) to P&L

  702   (83,561  25,733   (5,482  1,784   —     35,289   (2,365  (14,096  (41,996

Charge (credit) to equity

  —     —     —     —     —     —     —     —     (95  (95

Sale of subsidiary

  (14,775  (2,169  (33,512  —     (6,215  —     (6,462  —     (944  (64,077

Others

  —     —     —     —     —     —     —     —     1,675   1,675 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2018

  38,366   921   136,310   34,005   9,009   —     253,607   18,048   14,676   504,942 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 96 -


As of December 31, 2018, the total tax loss amounts to S/468.8 million and is composed as follows:

Company

      Tax loss apli-
cation method
   Application   Statute of
Limitations
 
  2019   2020   Forward 

GyM S.A.

   277,541    B    8,801    19,417    249,323   

Vial y Vives - DSD

   76,474    N/A    11,022    13,226    52,226   

Graña y Montero S.A.A.

   56,906    A    46,278    10,628    —      2022 

GMP S.A.

   17,225    A    —      5,786    11,438    2020 / 2021 

TGNCA

   15,989    B    —      —      15,989   

Viva GyM S.A.

   12,497    B    —      —      12,497   

Consorcio Italo Peruano

   3,870    A    3,870    —      —      2020 

Consorcio Peruano de Conservación

   3,791    A    —      3,243    549    2020 / 2021 

Consorcio Huacho-Pativilca

   1,457    A    1,457    —      —      2022 

Others

   3,055      1,195    142    1,718   
  

 

 

     

 

 

   

 

 

   

 

 

   
   468,806      72,624    52,442    343,739   
  

 

 

     

 

 

   

 

 

   

 

 

   

According to Peruvian legislation, there are two ways to compensate for tax losses:

1.

System A, it is allowed to offset the tax loss in future years up to the following four (4) years from the date the loss is incurred.

2.

System B. The tax loss may be offset in future years up to 50% of the net rent of each year. This option does not consider a statute of limitations.

The taxable goodwill relates to the tax credit generated in the reorganization of the Chilean subsidiaries in 2014, in accordance with such legislation. In 2016, the arbitration related to the Collahuasi project was closed, and an additional payment to the sellers of the Chilean subsidiary was determined, which originated the increase of this temporary item.

Deferred income corresponds to income that, according to Colombian tax regulations, is not recognized as such for tax purposes until certain requirements are met.

26

WORKERS’ PROFIT SHARING

The distribution of the workers’ profit sharing included in Note 27-i) for the years ended December 31 is shown below:

   2016   2017   2018 

Cost of sales of goods and services

   8,547    2,215    5,274 

Administrative expenses

   1,297    7,562    2,588 
  

 

 

   

 

 

   

 

 

 
   9,844    9,777    7,862 
  

 

 

   

 

 

   

 

 

 

- 97 -


27

EXPENSES BY NATURE

For the years ended December 31, the detail of this item is as follows:

   Cost of
goods and
services
   Administrative
expenses
 

2016

    

Services provided by third-parties

   1,417,412    89,328 

Salaries, wages and fringe benefits

   875,470    153,927 

Purchase of goods

   629,765    —   

Impairment of accounts receivable (ii)

   419,584    —   

Other management charges

   256,541    21,361 

Depreciation

   111,404    7,428 

Amortization

   59,682    4,890 

Impairment of inventories

   37,454    —   

Taxes

   6,982    1,369 

Impairment of property, plant and equipment

   6,926    —   
  

 

 

   

 

 

 

Total report reclassified

   3,821,220    278,303 
  

 

 

   

 

 

 

2017

    

Services provided by third-parties

   1,268,665    104,950 

Salaries, wages and fringe benefits

   919,409    134,695 

Purchase of goods

   856,745    140 

Other management charges

   235,102    48,057 

Depreciation

   103,566    5,776 

Amortization

   67,381    3,002 

Impairment of inventories

   40,592    —   

Impairment of property, plant and equipment

   11,928    20 

Taxes

   7,470    7,408 

Impairment of accounts receivable (ii)

   703    18,406 
  

 

 

   

 

 

 

Total report reclassified

   3,511,561    322,454 
  

 

 

   

 

 

 

2018

    

Services provided by third-parties

   1,064,687    98,060 

Salaries, wages and fringe benefits (i)

   817,392    105,505 

Purchase of goods

   755,209    —   

Other management charges

   375,308    43,533 

Amortization

   98,318    4,856 

Depreciation

   81,199    5,135 

Impairment of accounts receivable (ii)

   45,658    19,418 

Taxes

   8,727    1,926 

Impairment of property, plant and equipment

   5,468    —   

Inventory recovery

   (26,993   —   
  

 

 

   

 

 

 

Total report reclassified

   3,224,973    278,433 
  

 

 

   

 

 

 

(i)

For the years ended on December 31, salaries, wages and fringe benefits comprise the following:

   2,016   2,017   2,018 

Salaries

   773,630    747,195    629,641 

Social contributions

   87,460    106,797    80,697 

Statutory gratification

   57,974    76,330    73,297 

Employee’s severance indemnities

   40,411    43,399    50,852 

Others

   23,436    37,003    41,327 

Vacations

   36,642    33,603    39,221 

Worker’s profit sharing (Note 26)

   9,844    9,777    7,862 
  

 

 

   

 

 

   

 

 

 
   1,029,397    1,054,104    922,897 
  

 

 

   

 

 

   

 

 

 
      

- 98 -


(ii)

Detail of impairment of accounts receivable:

Year

  Trade
accounts
receivables
   Other
accounts
receivable
   Work in
progress,
net
   Accounts
receivable
from related
parties
   Total 

2016

   3,052    6,333    410,199    —      419,584 

2017

   724    —      —      18,385    19,109 

2018

   3,065    44,252    —      17,759    65,076 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   6,841    50,585    410,199    36,144    503,769 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

- 99 -


28

FINANCIAL INCOME AND EXPENSES

For the years ended on December 31, these items include the following:

   2016   2017   2018 

Financial income:

      

Interest on loans to third parties

   6,142    577    27,060 

Fair value of accounts receivables

   —      —      9,786 

Interest on short-term bank deposits

   7,277    5,123    3,811 

Commissions and collaterals

   —      12    1,448 

Exchange rate gain, net

   —      5,603    —   

Others

   4,806    2,427    8,820 
  

 

 

   

 

 

   

 

 

 
   18,225    13,742    50,925 
  

 

 

   

 

 

   

 

 

 

Financial expenses:

      

Interest expense:

      

- Bank loans

   88,828    93,238    114,376 

- Loans from third parties

   264    6,784    31,296 

- Commissions and collaterals

   9,156    15,537��   31,668 

- Financial lease

   5,943    4,722    2,908 

- Bonds

   25,352    28,804    3,361 

Exchange difference loss, net

   12,750    —      23,276 

Derivative financial instruments

   1,248    739    268 

Loss by measurement of financial asset fair value (Note 13)

   76,864    8,059    25,796 

Other financial expenses

   14,481    24,802    23,200 

Less; capitalized interest

   (36,831   (31,908   (8,167
  

 

 

   

 

 

   

 

 

 
   198,055    150,777    247,982 
  

 

 

   

 

 

   

 

 

 

- 100 -


29

OTHER INCOME AND EXPENSES, NET

For the years ended December 31, these items include the following:

   2016   2017   2018 

Other income:

      

Sales of property, plant and equipment

   26,034    93,013    26,007 

Sale of investments

   46    —      13,475 

Reversal of legal and tax provisions

   14,959    79    20 

Present value of the liability from put option

   —      —      6,122 

Legal indemnities

   8,957    —      —   

Others

   18,033    6,466    12,795 
  

 

 

   

 

 

   

 

 

 
   68,029    99,558    58,419 
  

 

 

   

 

 

   

 

 

 

Other expenses:

      

Legal contingency - Law 30737 (Note 23)

   —      —      73,500 

Net cost of property, plant and equipment disposal

   22,305    78,378    36,931 

Impairment of goodwill and trademarks

   54,308    49,608    —   

Loss on remeasurement of previously held interest (Note33-a)

   6,832    —      —   

Others

   6,944    4,441    9,323 
  

 

 

   

 

 

   

 

 

 
   90,389    132,427    119,754 
  

 

 

   

 

 

   

 

 

 
   (22,360   (32,869   (61,335
  

 

 

   

 

 

   

 

 

 

30

TAX SITUATION

a)

In accordance with the current legislation in Peru, Chile, Colombia, Ecuador, Bolivia, and Panama, each Group Company is individually subject to the applicable taxes. Management considers that it has determined the taxable amount of income tax in accordance with the tax legislation in force in each country.

b)

Amendments to the Peruvian income tax law

By means of legislative decree No. 1261, enacted on December 10, 2016, amendments have been made to the income tax Law, effective from 2017 onwards. This amendment establishes the third category income tax rate at 29.5%. Likewise, the aforementioned decree establishes the dividend tax rate for natural persons and legal persons not domiciled at 5% for dividends from 2017 onwards. The accumulated profits until December 31, 2016, remained affected at the rate of 6.8%, independent of the date when the distribution is agreed or occurs in subsequent periods.

c)

Amendments to the Chilean Income Tax Law

On February 1, 2016, law No. 20899 was enacted, which simplifies and clarifies the application of the tax reform defined in the aforementioned law. With respect to income tax, two systems have been established:

i.

Attributable income system: This system gradually increases the first category tax rate, 21% in 2014, 22.5% in 2015, 24% in 2016, to 25% in 2017. Their choice is restricted to companies whose partners are natural persons domiciled or resident in Chile or natural or legal persons without domicile or residence in Chile. This system imposes taxes on the partners of Chilean entities on an annual basis regardless of any effective distribution of the local entity’s profits, with the right to use the tax paid in full as a tax credit.

ii.

Partially integrated system: The first category tax rate is gradually increased by 21% in 2014, 22.5% in 2015, 24% in 2016, 25.5% in 2017, to 27% in 2018. Corporations, open or closed, and companies in which at least one of their owners is not a natural person (domiciled or not) or a legal person not domiciled are subject to this system. This system burdens the shareholders of Chilean entities that distribute dividends and entitles them to use said distribution as a tax credit in 65% of the total taxes paid. This limit does not apply to investors with whom Chile has signed double taxation avoidance agreements, as is the case with Peru.

- 101 -


d)

Amendments to the Colombian income tax legislation

In December 2016, law No. 1819 was published modifying the tax Code, effective from 2017. The main modifications are as follows:

The income tax rates in force until 2016 (income tax + cree + surcharge) have been simplified to a single income tax rate of 34% and a temporary surcharge of 6% by 2017 and an income tax rate of 33% and a temporary surcharge of 4% by 2018 on a taxable income greater than S/895 thousand (equivalent to COP800 million).

The presumptive income, applicable when there are tax losses or when it is greater than ordinary income, will have as its taxable base 3.5% of liquid equity (formerly 3%) and may be compensated with future taxable income.

Tax losses may be offset in the following twelve (12) years from their generation.

The special rate for dividends and participations received by foreign companies will be 5%.

The VAT rate changes from 16% to 19%.

As of tax year 2017, the term of the firmness of the declarations will be three (3) years. However, some terms may be longer, as is the case of companies that are obliged to transfer prices whose firmness of the declarations will be six (6) years. For the declarations that generate tax losses the term of firmness will be from twelve (12) to fifteen (15) years.

In December 2018, law No. 1943 was published modifying the tax statute, whose application or validity begins in 2019. The main modifications are as follows:

Presumptive rent rate reduced to 1.5% for taxable years 2019 and 2020, and to 0% beginning with the taxable year 2021

The general income tax rate applicable to national companies shall be reduced as follows: 33% by 2019, 32% by 2020, 31% by 2021 and 30% by 2022.

e)

The income tax expense shown in the consolidated statement of income comprises

   2016   2017   2018 
   (as restated) 

Current income tax

   169,428    168,143    150,020 

Deferred income tax (Note 25)

   (280,911   (44,550   (23,594

PPUA

   (7,789   613    —   
  

 

 

   

 

 

   

 

 

 
   (119,272   124,206    126,426 

(-) Discontinued operations

   (32,910   (77,901   (13,108
  

 

 

   

 

 

   

 

 

 

Income tax

   (152,182   46,305    113,318 
  

 

 

   

 

 

   

 

 

 

Under Chilean legislation, when a company has tax losses, it may request a refund of first category taxes paid in prior years, up to the amount of tax calculable on the tax loss and provided that it has not distributed dividends on the income associated with the refund. The amount returned by the Chilean tax administration in this respect is called the provisional payment on absorbed earnings (PPUA). The company recognizes income tax income and an account receivable when requesting this refund.

- 102 -


f)

The Group’s income tax differs from the notional amount that would result from applying the group companies weighted average rate of income tax applicable to consolidatedpre-tax income, as follows:

   2016   2017   2018 

(Loss) profit before income tax

   (708,134   45,112    133,948 
  

 

 

   

 

 

   

 

 

 

Income tax by applying local applicable tax rates on profit generated in the respective countries

   (191,225   13,811    40,507 

Tax effect on:

      

-Non-taxable income

   (1,534   (4   (1,691

- Equity method (profit) loss

   3,673    394    (1,094

-Non-deductible expenses

   56,805    30,472    70,052 

- Unrecognized deferred tax asset income (expense)

   (4,099   1,562    8,592 

- Adjustment for changes in rates of income tax

   (18,676   27    1,524 

- PPUA adjustment for changes in tax rates

   4,871    (611   —   

- Change in prior years estimations

   (4,471   9,005    3,235 

- Others, net

   2,474    (8,351   (7,807
  

 

 

   

 

 

   

 

 

 

Income tax

   (152,182   46,305    113,318 
  

 

 

   

 

 

   

 

 

 

g)

The theoretical tax disclosed is the result of applying the income tax rate in accordance with the tax legislation of the country where each company that is part of the Group is domiciled. In this sense, companies domiciled in Peru, Chile, and Colombia applied in 2018 income tax rates of 29.5%, 27% and 37% respectively (29.5%, 25.5% and 40% for 2017). Norvial, GyM Ferrovias, Vesur and GMP (Blocks III and IV) have legal stability contracts signed with the Peruvian Government in force during the term of the associated concessions. Therefore, the consolidated theoretical amount is obtained from the weighting of the profit or loss before income tax and the applicable income tax rate.

- 103 -


Country

  Local tax
rate
  (Loss) Profit
before
income tax
   Income
tax
 
   (A)  (B)   (A)*(B) 

2016

     

Peru

   28.00  (1,544,221   (432,382

Peru - Norvial S.A.

   27.00  63,583    17,167 

Peru - GyM Ferrovías S.A.

   30.00  34,760    10,428 

Peru - Vesur S.A.

   30.00  888    267 

Peru - GMP S.A.

   30.00  8,602    2,581 

Chile

   24.00  (81,119   (19,468

Colombia

   40.00  (27,511   (11,004

Bolivia

   25.00  (703   (176

Unrealized gains

    837,587    241,362 
   

 

 

   

 

 

 

Total

    (708,134   (191,225
   

 

 

   

 

 

 
     

2017

     

Peru

   28.00  420,421    124,024 

Peru – Norvial S.A.

   27.00  68,104    18,388 

Peru – GyM Ferrovias S.A.

   30.00  29,028    8,708 

Peru – Vesur S.A.

   30.00  779    234 

Peru – GMP S.A.

   30.00  20,941    6,073 

Chile

   24.00  (93,031   (23,723

Colombia

   40.00  (27,970   (11,188

Bolivia

   25.00  (2,897   (724

Unrealized gains

    (370,263   (107,981
   

 

 

   

 

 

 

Total

    45,112    13,811 
   

 

 

   

 

 

 
     

2018

     

Peru

   29.50  151,627    44,730 

Peru – Norvial S.A.

   27.00  21,104    5,698 

Peru – GyM Ferrovias S.A.

   30.00  125,136    37,541 

Peru – Vesur

   30.00  2,951    885 

Peru – GMP S.A.

   29.00  35,421    10,272 

Chile

   27.00  (20,768   (5,607

Colombia – Morelco S.A.

   37.00  11,851    4,385 

Colombia – GyM S.A. Branch

   33.00  1,984    655 

Bolivia

   25.00  (137   (34

Unrealized gains

    (195,221   (58,018
   

 

 

   

 

 

 

Total

    133,948    40,507 
   

 

 

   

 

 

 

A company located in Colombia does not exceed the taxable income of COP 800 million, therefore applies the rate of 33%. (Note 30-d)

h)

The Peruvian tax administration has the power to review and, if applicable, correct the calculation of the income tax determined by the Company in the last four years, starting on January 1 of the year following the filing of the corresponding tax return (years open for review). Years 2014 to 2018 are open for review. Management believes that no significant liabilities will arise as a result of these tax

- 104 -


audits. In addition, the Chilean tax administration has not yet audited the income tax returns for 2016, 2017 and 2018, and the Chilean tax administration has the authority to carry out such audits within three years from the filing date of the respective tax returns. Also, in Colombia, years 2016, 2017 and 2018 are pending audit by the Colombian tax administration, which has the power to perform audits in the two years following the filing of the tax return.

i)

In accordance with current legislation, for the purposes of determining income tax and general sales tax, the transfer prices of transactions with related companies and with companies’ resident in low or nil tax territories must be considered. For this purpose, documentation and information must be available to support the valuation methods used and the criteria considered for their determination (transfer pricing rules). The Tax Administration is empowered to request this information from the taxpayer. Based on the analysis of the Company’s operations, management and its legal advisors estimate that transfer prices of transactions with related companies are based on market conditions, similar to those agreed with third parties, as of December 31, 2018.

j)

Temporary tax on net assets (ITAN)

Taxes third category income generators in Peru subject to the general Income Tax regime. Beginning    in 2012, the tax rate is 0.4% applicable to the amount of net assets exceeding S/1 million.

The amount effectively paid may be used as a tax credit against payments on account of income tax under the general regime, or against payment of the provisional income tax for the corresponding year.

k)

The unrecognized deferred income tax asset amounts to S/10.8 million for 2018 and is mainly related to the tax loss carryforwards generated in Consorcio Ermitaño, Consorcio Conciviles and Consorcio Mantaro for which there is no expectation of recovery in the future.

l)

The current income tax payable, after applying the corresponding tax credits and whose due date is up to the first week of April of the following year, includes mainly:

Proyectos Inmobiliarios Consultores S.A.S/22 million in 2017
Viva GyM S.A.S/22 million in 2017
Graña y Montero S.A.A.S/7 million in 2017
GyM Ferrovias S.A.S/20 million in 2018
Inversiones Almonte S.A.S/10 million in 2018

- 105 -


31

OTHER COMPREHENSIVE INCOME

The analysis of this account is reflected below:

   Cash flow
hedge
  Foreign
currency
translations
adjustment
  Increase in
fair value of
available-for
sale assets
  Exchange
difference
from net
investment
in a foreign
operation
  Total 

At January 31, 2016

   (926  (64,441  51,142   (17,740  (31,965

Credit (charge) for the year

   1,190   9,885   (3,149  10,965   18,891 

Tax effects

   (351  —     929   (3,243  (2,665

Transfer to profit or loss (Note 10)

   —     —     (41,461  1,563   (39,898
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   839   9,885   (43,681  9,285   (23,672
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

   (87  (54,556  7,461   (8,455  (55,637
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Credit (charge) for the year

   650   (9,166  —     9,222   706 

Tax effects

   (192  —     —     (2,729  (2,921
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   458   (9,166  —     6,493   (2,215
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2017

   371   (63,722  7,461   (1,962  (57,852
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Credit (charge) for the year

   160   (7,875  —     (10,800  (18,515

Tax effects

   (47  —     —     2,808   2,761 

Transfer to profit or loss (*)

   —     14,805   —     —     14,805 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income of the year

   113   6,930   —     (7,992  (949
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2018

   484   (56,792  7,461   (9,954  (58,801
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*)

The amount of S/14.8 million corresponds to the recognition of the translation adjustment from CAM Chile S.A., an indirect subsidiary sold in December 2018.

The amounts in the above table only represent amounts attributable to the Company’s controlling interest, net of tax. The table below shows the movement in other comprehensive income per year:

   2016   2017   2018 

Controlling interest

   (23,672   (2,215   (949

Non-controlling interest

   4,194    (3,117   (1,346

Adjustment for actuarial gains and losses, net of tax

   (1,121   (2,948   16,589 
  

 

 

   

 

 

   

 

 

 

Total value in OCI

   (20,599   (8,280   14,294 
  

 

 

   

 

 

   

 

 

 

32

CONTINGENCIES, COMMITMENTS, AND WARRANTIES

In the opinion of management and its legal advisors, the provisions recorded primarily for labor and tax claims are sufficient to cover the results of these probable contingencies. (Note 23)

a)

Tax contingencies

Since the fiscal year 2016, there has been an appeal process before the Tax Court and another contentious-administrative process before the Judicial Branch regarding the results of VAT and Income Tax audits from 1999 to 2002. The maximum exposure amount is S/6.9 million.

- 106 -


In our subsidiary GyM S.A., as a result of the audit processes corresponding to 1999, 2001 and 2010, SUNAT has issued determination and fine resolutions that together amount to approximately S/19.1 million.

In the fiscal year 2017, the tax litigation related to the fiscal year 2001 was resolved, in which the Tax Court ordered SUNAT to recalculate its observations, determining an amount lower than that initially claimed. Our subsidiary has decided to accept the conclusions of this resolution and submitted requests for installment payment of the debt amounting S/14.1 million.

Also, at the end of the fiscal year 2017, the contentious-administrative process related to the fiscal year 1999 was resolved through which the Judicial Branch rejected our arguments and confirmed what SUNAT had stated. With respect to this process, there is already a contingency provision of S/5 million accounted for.

The administrative tax process related to the fiscal year 2010 is still ongoing; however, its resolution will not imply an economic loss since it corresponds to a greater return of the balance in favor in 2011 already audited by the Tax Administration.

On the other hand, the Consortiums in which the subsidiary GyM S.A. participates initiated claims before SUNAT for the results of audits with a maximum exposure amount as of December 31, 2018, of S/2.6 million (as of December 31, 2017, S/3 million).

In the fiscal year 2017, Viva GyM challenged the results of the audit process corresponding to the fiscal year 2009, whose determination and fine resolutions as a whole generate a maximum exposure amount as of December 31, 2017, of S/1.5 million. In April 2018, the tax administration declared unfounded the claim for which an appeal has been filed before the Tax Court.

Management estimates that all of the above processes will be favorable considering their characteristics and the evaluation of their legal advisors.

b)

Other contingencies

i)

Civil lawsuits, mainly related to damages, termination of contracts and claims for work accidents amounting to S/. 0.92 million (S/0.86 million correspond to GyM, and S/0.06 million correspond to Morelco).

ii)

Contentious-administrative proceedings amounting to S/13.59 million (S/9.64 million correspond to Consorcio Terminales and GMP; S/2.85 million correspond to GyM; S/1.08 million correspond to GyM Ferrovias, and the remaining S/0.02 million correspond to Las Lomas - Inmobiliaria).

iii)

Administrative processes amounting to S/14.96 million (S/9.88 million correspond to GyM S.A. mainly due to Consorcio Constructor Ductos del Sur; S/1.25 million correspond to Graña y Montero S.A.A.; S/2.13 million correspond to GyM Ferrovias; S/0.85 million correspond to Viva GyM; and, the remaining S/0.85 million correspond to GMP, Terminales del Peru, Consorcio Toromocho, and Concesion Canchaque).

iv)

Labor processes amounting to S/17.25 million (S/14.93 million correspond to GyM, its subsidiaries, and consortia; S/0.69 million correspond to GMP; S/0.33 million correspond to Vial and Vives - DSD; S/0.22 million correspond to Morelco; S/0.50 million correspond to Consorcio Huacho-Pativilca); and, S/0.58 million correspond to Servisel.

v)

Two securities class action lawsuits have been filed against the company and certain current and former officers in New York (“Eastern District of New York”) during the first quarter of 2017. Both actions allege that false and misleading statements were filed during the period. In particular, it is alleged that the defendant failed to disclose, among other things, that: a) the Company knew that its partner Odebrecht was involved in illegal activities; and that, b) the Company profited from such activities in violation of its own corporate governance rules. On March 6, 2018, the Court appointed Treasure Finance Holding Corp. to represent the plaintiffs. The company filed an exception requesting that the Court dismiss the lawsuit because even assuming that the facts alleged in the lawsuit were true, the plaintiffs would not be entitled to sue on the basis that: (a) the failure by the plaintiffs to register alleged unlawful payments would not have a material impact on the company’s financial statements even if they existed; (b) the evidence provided by the plaintiffs should be dismissed by the Court; and (c) the plaintiffs have not alleged that the defendants acted with intent to deceive and to benefit. The court has not yet ruled on that motion, but has granted plaintiffs leave to file a further amended complaint. The procedural issue is expected to be resolved during 2019. After that, the Court may dismiss the lawsuit or admit it. Legal counsel cannot predict the outcome of this class action or how it may impact the Company.

- 107 -


c)

Letters of Credit and Guarantees

As of December 31, 2018, the Group has letters of credit and guarantees in force in various financial entities guaranteeing operations for US$471.6 and US$13.9 million, respectively (US$959.7 and US$202.2 million, respectively, as of December 31, 2017), equivalent to S/1,593.5 million and S/46.9 million (S/3,114.2 million and S/656.1 million, respectively, as of December 31, 2017).

33

BUSINESS COMBINATIONS

a)

Adexus S.A. acquisition

In June 2015, the Company acquired 44% of the shares of the Chilean entity Adexus S.A., whose principal economic activity is the provision of information technology solutions. At December 31, 2015, the Company concluded that joint control existed and that the type of joint agreement qualified as a joint venture; therefore, the investment was accounted for using the equity method in the Group’s consolidated financial statements (Note16-b).

In January 2016, the Group acquired an additional shareholding of 8%, reaching a 52% shareholding; the agreed consideration of S/8.3 million was contributed through debt capitalization. The increase in participation did not change the classification of the investment as a joint venture. Subsequently, in August 2016, the Group obtained an additional stake of 39.03%, reaching 91.03% of its capital and obtaining control. The agreed consideration of S/14 million was initially disbursed as debt and then capitalized in the same period.

Losses arising from there-measurement at fair value of the previously held interest amounted to S/6.8 million, which was recognized in the statement of income within “Other income and expenses, net”, at the date of acquisition of that additional interest in 2016 (Note 29).

Upon obtaining control, the Company has applied the acquisition method set forth in IFRS 3 “Business Combinations” to determine the goodwill acquired. In June 2018, the company acquired an additional 8.96% interest and obtained 99.99%. The consideration was S/14 million, which arises from a debt capitalization.

b)

Morelco S.A.S. acquisition

On December 23, 2014, the Company acquired control of Morelco S.A.S. (Morelco) through it’s subsidiary GyM S.A., with the purchase of 70% of its shares representing the capital stock. Morelco is an entity domiciled in Colombia, whose principal economic activity is the provision of construction and assembly services. This acquisition forms part of the Group’s expansion plans in markets with high growth potential such as Colombia and in attractive industries such as mining and energy.

At December 31, 2014, the Company determined goodwill on this acquisition based on an estimated purchase price of US$93.7 million (equivalent to S/277.1 million) which included cash payments made of US$78.5 million (S/237.5 million, approximately) and estimated payables of US$15.1 million (equivalent to S/45.7 million), which according to what was agreed between the parties, would be defined after the review of the balance sheet of the acquired entity mainly referring to working capital, cash and financial debt and the determination of the definitive value of the contracted works pending to execute (backlog) of the acquired business. The estimated purchase price was distributed among the provisional fair values of the assets acquired, and liabilities assumed.

- 108 -


As a result of this distribution, a goodwill of US$36.1 million (equivalent to S/105.8 million) was determined.

Non-controlling interest put and call options

In accordance with the shareholders’ agreement entered into for the purchase of Morelco, the subsidiary GyM entered into a put and call option contract on 30% of the shares of Morelco held by thenon-controlling shareholders. Through this contract, thenon-controlling shareholders obtain a right to sell their shares within the term and amount established in the contract (put options). The period for exercising the option begins on completion of the second year of the purchase and expires in the tenth year. The exercise price is based on a multiple of EBITDA less net financial debt and until the months 51 and 63 from the date of the agreement, a minimum value is set based on the price per share that GyM paid to acquire 70% of Morelco shares.

The subsidiary GyM obtains the right to purchase the same shares for a period of 10 years and at a determined price similar to that of the aforementioned put options, except that the minimum value applies to the entire term of the option (call options).

Under IFRS, the put option represents an obligation for the Company to purchase shares of thenon-controlling interest and, consequently, the Group recognizes a liability measured by the fair value of that option. Because the Group concluded that as a result of this contract, did not acquire the significant risks and rewards inherent to the stock option package, the initial recognition of this liability was charged to an equity account of the controlling stockholders, under the heading of other reserves.

The value of the liability for the put option was estimated by the present value of the expected redemption amounts based on the weighted estimates of Morelco’s financial results and the exercise dates of the option. The Company expects the put options to be exercised on the day following the transfer date of the option. The expected redemption of thenon-controlling interest is as follows: 66.67% in the second year, 33.33% in the fourth year and the remaining shares will be sold in the fifth year from the date of grant of the option. The discount rate used to calculate the present value of the expected redemption amounts reflects the risk-free rate of market participants comparable to the Company and reflects the fact that the Group expects to pay the minimum price of the agreement. As of December 31, 2018, the value of the liability amounts to S/103.7 million applying a discount rate of 2.57% for the first year, 2.55% for the second year and 2.53% for the third year (as of December 31, 2017, the value was S/105.4 million applying a discount rate of 1.79% for the first year, 2.03% for the second year and 2.12% for the third year). In 2018, changes in the fair value of the put option for S/1.77 million had been recognized in the income statement, included in “Other income and expenses, net” and in “financial income and expenses”.

34

DIVIDENDS

In compliance with certain covenants, the company will not pay dividends for the years 2017 and 2018, except for transactions withnon-controlling interests described in Note36-d).

- 109 -


35

EARNINGS (LOSS) PER SHARE

Basic earnings per common share have been calculated by dividing the profit for the year attributable to the Group’s common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share have not been calculated because there are no common shares or potential dilutive investment shares (i.e., financial instruments or agreements giving the right to obtain common or investment shares); therefore, it is the same as basic earnings per share. The basic gain (loss) per common share results as follows:

   2016   2017
(as Restated)
   2018 

(Loss) earnings per share attributable to owners of the Company during the year

   (509,699   148,738    (83,188
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares in issue at S/1.00 each, at December 31,

   660,053,790    660,053,790    729,434,192 
  

 

 

   

 

 

   

 

 

 

Basic (loss) earnings per share (in S/) (*)

   (0.772   0.225    (0.125
  

 

 

   

 

 

   

 

 

 
   2016   2017
(as Restated)
   2018 

(Loss) earnings per share from continuing operations attributable to owners of the Company during the year

   (604,361   (66,577   (102,486
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares in issue at S/1.00 each, at December 31,

   660,053,790    660,053,790    729,434,192 
  

 

 

   

 

 

   

 

 

 

Basic (loss) earnings per share (in S/) (*)

   (0.916   (0.101   (0.154
  

 

 

   

 

 

   

 

 

 

(*)

The group does not have common shares with dilutive effects at December 31, 2016, 2017 and 2018.

36

TRANSACTIONS WITHNON-CONTROLLING INTERESTS

a)

Acquisition of additionalnon-controlling interest

In May, November and December 2016, GyM Chile SPA acquired 5.43%, 6.77%, and 1.49%, respectively of additional shares in Vial y Vives - DSD S.A. at a total purchase price of S/21.6 million, S/25.7 million and S/3.8 million, respectively. The carrying values of thenon-controlling interest at the acquisition dates were S/13.9 million, S/17.9 million and S/3.9 million. The Group ceased to recognize the correspondingnon-controlling interest, recording a decrease in equity attributable to the owners of the Company of S/15.4 million. At December 31, 2018, the outstanding balance was S/23 million (S/22 million in 2017) (Note 22).

b)

Contributions (returns) fromnon-controlling shareholders

Corresponds to the contributions and returns made by the partners of the subsidiary Viva GyM S.A. for the realization of real estate projects. As of December 31, balances comprise:

   2017   2018 

Viva GyM S.A.

    

Contributions received

   8,654    3,399 

Returns of contributions

   (45,053   (87,856
  

 

 

   

 

 

 
   (36,399   (84,457
  

 

 

   

 

 

 

Plus (less):

    

Contributions from other subsidiaries

   3,202    15,120 
  

 

 

   

 

 

 

Decrease in equity of non controlling parties

   (33,197   (69,337
  

 

 

   

 

 

 

In 2018, the contributions correspond mainly to the project Los Parques de Callao for S/3.3 million. Returns correspond mainly to the Klimt projects for S/25.3 million, Los parques de Comas for S/13.4 million, Los parques de San Martin for S/7.5 million, Los Parques de Villa El Salvador for S/4.3 million, liquidation of Los Parques de Piura project for S/8.6 million, Los Parques del Mar for S/11 million, Los Parques de Chiclayo for S/6.2 million and Los Parques de Carabayllo 3 for S/8.2 million (returns in 2017 mainly include “Los Parques de Comas” for S/6.8 million, “Asociacion Parques de Mar” for S/27.8 million and “Klimt” for S/8 million).

c)

Deconsolidation ofnon-controlling interest

Correspond to the deconsolidation of thenon-controlling interest due to the sale of subsidiaries Stracon GyM S/29.4 million and Grupo Cam S/18.2 million.

- 110 -


d)

Dividends

As of December 31, 2016, 2017 and 2018, dividends of S/25.5 million, S/59.7 million and S/102.8 million, respectively, were distributed to thenon-controlling interest.

37

DISCONTINUED OPERATIONS AND NON-CURRENT ASSET CLASSIFIED AS HELD FOR SALE

As part of the non-strategic asset divestment process initiated by the Company in 2017 with the sale of GMD S.A., in 2018, CAM Servicios del Peru S.A. and CAM Chile S.A., and Stracon GyM S.A. were sold (“completed”).

Additionally, information is presented on Adexus S.A., a subsidiary that has been reclassified as a non-current asset available for sale (“planned”) as of December 31, 2018 (Note 38-b).

A.

Discontinued operations

i) CAM Servicios del Peru S.A. and CAM Chile S.A.

On December 4, 2018, the Company entered into a purchase and sale agreement for all of its shares (representing 73.16%) of CAM Servicios del Peru S.A. and CAM Chile S.A. The Group received for its participation in CAM Chile S.A. and CAM Servicios del Peru S.A. the sum of (i) US$15.78 million (equivalent to S/51.7 million) for the shares of CAM Chile S.A. and (ii) US$3.0 million (equivalent to S/10.4 million) for the shares of CAM Servicios del Peru S.A., respectively. The net gain on the sale of both subsidiaries amounted to S/31.7 million.

ii) STRACON GyM S.A.

On March 28, 2018, the Company entered into a purchase and sale agreement for all of its shares (representing 87.59%) in STRACON GyM S.A. The sale price was agreed in US$76.8 million (equivalent to S/248.8 million), which is fully paid. The net gain on the sale amounted to S/41.9 million.

iii) GMD S.A.

On June 6, 2017, the Company signedentered into a purchase-sale agreementsales contract for their total shareall of its shares (representing 89.19%) ofin GMD S.A. The sellingsales price was agreed at US$84.7 million (equivalent to S/281.3269.9 million), which wasis fully paid.

On The net gain on the other hand, on March 28, 2018, the subsidiary GYM sold its total share (87.59%) in Stracon GyM S.A. for a total of US $ 76.8 million. All of the inflows will be usedsale amounted to amortize their financial obligations.
S/218.3 million (US$64.6 million approximately).

 

 d)B.Legal processes arising in 2017 -

Non-current asset classified as held for sale

At December 31, 2018, non-current assets and liabilities held for sale correspond to investments in the company Adexus S.A., whose main activity is to provide information technology solutions mainly in Chile and Peru. Account balances are classified as assets held for sale taking into account that the Group has a sales plan defined within the next 12 months.

At December 31, 2018
Adexus S.A.
(planned)

Assets

Cash and cash equivalents

6,074

Trade accounts receivables, net

157,351

Inventories, net

3,999

Other accounts receivable

80,374

Total assets

247,798

Liabilities

Other accounts payable

71,810

Accounts payable

148,817

Deferred income tax liabilities

5,201

Total liabilities

225,828

Total net assets

21,970

As of December 31, 2017, this item includes Red Eagle Mining Corporation investment representing 6.18% of shares. In January and March 2018, the Company sold the total of its shares. The sale price was agreed at US$3.99 million (equivalent to S/16.24 million), which were paid in full.

- 111 -


C.

Consolidated statement of income and consolidated cash flow

The Company reclassified financial results and present cash flow of discontinued operations, GMD S.A., Stracon GyM S.A., CAM Servicios del Peru S.A., CAM Chile S.A. (completed) and Adexus S.A. (planned) for 2016 and 2017 as follows:

   Reclassification 
   2016   discontinued operations   2016 
   Audited   Completed   Planned   Reclassified 

Revenues

   6,190,317    (1,939,983   (113,025   4,137,309 

Operating costs

   (5,633,022   1,714,498    97,304    (3,821,220
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit (loss)

   557,295    (225,485   (15,721   316,089 

Administrative expenses

   (382,393   87,855    16,235    (278,303

Other (expenses) income, net

   (13,374   (9,162   176    (22,360

Gain from the sale of investments

   46,336    —      —      46,336 
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit (loss)

   207,864    (146,792   690    61,762 

Financial expenses

   (221,664   18,384    5,225    (198,055

Financial income

   20,645    (2,420   —      18,225 

Share of the profit or loss in associates and joint ventures

   (589,710   (356   —      (590,066
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) profit before income tax

   (582,865   (131,184   5,915    (708,134

Income tax

   119,272    34,772    (1,862   152,182 
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) profit from continuing operations

   (463,593   (96,412   4,053    (555,952
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) from discontinued operations

   11,995    96,412    (4,053   104,354 
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss of the year

   (451,598       (451,598
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) earnings per share from continuing operations attributable to owners of the company during the year

   (0.790       (0.916

   Discontinued operations 
   Completed   Planned 

Cash flows relating to the discontinued operations are as follows:

    

Operating cash flows

   125,048    39,318 

Investing cash flows

   (73,127   17,639 

Financing cash flows

   (111,303   66,886 
  

 

 

   

 

 

 

Net increase generated in subsidiary

   (59,382   123,843 
  

 

 

   

 

 

 

   Reclassification 
   2017   discontinued operations   2017 
   Restated (i)   Completed   Planned   Reclassified 

Revenues

   6,080,142    (1,782,105   (284,024   4,014,013 

Operating costs

   (5,407,355   1,656,114    239,680    (3,511,561
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit (loss)

   672,787    (125,991   (44,344   502,452 

Administrative expenses

   (429,181   73,966    32,761    (322,454

Other (expenses) income, net

   (20,545   (13,159   835    (32,869

Gain (loss) from the sale of investments

   56,099    (21,554   —      34,545 
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit (loss)

   279,160    (86,738   (10,748   181,674 

Financial expenses

   (185,445   23,913    10,755    (150,777

Financial income

   15,407    (1,401   (264   13,742 

Share of the profit or loss in associates and joint ventures

   1,327    (854   —      473 
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax

   110,449    (65,080   (257   45,112 

Income tax

   (59,097   12,939    (147   (46,305
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) from continuing operations

   51,352    (52,141   (404   (1,193
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit from discontinued operations

   157,886    52,141    404    210,431 
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit of the year

   209,238        209,238 
  

 

 

       

 

 

 

(Loss) earnings per share from continuing operations attributable to owners of the company during the year

   (0.014       (0.101

(i)

See Nota 2.31

 

   Discontinued operations 
   Completed   Planned 

Cash flows relating to the discontinued operations are as follows:

    

Operating cash flows

   149,687    6,083 

Investing cash flows

   (10,377   (19,570

Financing cash flows

   (136,165   14,059 
  

 

 

   

 

 

 

Net increase generated in subsidiary

   3,145    572 
  

 

 

   

 

 

 

-112 -


Discontinued operations as at December 31, 2018 are as follows:

   Discontinued operations 
   Grupo CAM and
Stracon GyM
   Adexus S.A. 
   (Completed)   (Planned) 

Revenues

   1,010,739    302,936 

Operating costs

   (968,375   (263,455
  

 

 

   

 

 

 

Gross profit

   42,364    39,481 

Administrative expenses

   (56,950   (32,730

Other (expenses) income, net

   860    (4,519
  

 

 

   

 

 

 

Operating (loss) profit

   (13,726   2,232 

Financial expenses

   (19,971   (12,786

Financial income

   6,253    611 
  

 

 

   

 

 

 

Loss before income tax

   (27,444   (9,943

Income tax

   7,112    2,325 
  

 

 

   

 

 

 

Loss from discontinued operations

   (20,332   (7,618
  

 

 

   

 

 

 

Cash flows relating to the discontinued operations are as follows:

    

Operating cash flows

   6,967    36,450 

Investing cash flows

   (11,474   (18,141

Financing cash flows

   526    (21,422
  

 

 

   

 

 

 

Net increase generated in subsidiary

   (3,981   (3,113
  

 

 

   

 

 

 

38i)Consorcio Rio Mantaro

EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION

 

 a)

On FebruaryApril 2, 2017, ULMA Encofrados Perú S.A. (hereinafter “ULMA”) started an arbitration2019, the Company concluded the capital increase process against Consorcio Río Mantaro (hereinafter,by completing the “Consortium”) involving S/5.1 million forsubscription of 142,483,663 new common shares. In the alleged breachprivate offer completed, 55,291,877 shares were paid in full, and 87,191,786 shares were paid by 50%, both at a price per share of returning in optimum conditions the equipment that was leased to them, and for not making the corresponding payment to ULMA for the reduction of the equipmentUS$0.6136.

On September 14, 2017, the Consortium and ULMA signed anout-of-court settlement for which ULMA agrees to grant Consortium a final reduction in the amount due to shortages and unusable. Therefore, the Consortium was obliged to pay ULMA the total amount of S/2 million, amount that includes the VAT.

 

 b)

On June 1, 2017, Consorcio Rĺo Mantaro (the “Consortium”) filed March 15, 2019, the Company communicated that Adexus S.A., subsidiary of Graña lawsuit against Andritz Hydro GmbH; Andritz Hydro SRLy Montero S.A.A., is again available for sale to potential parties interested in its acquisition. Negotiations with Advent International S.A.C., and Andritz Hydro S.A ( the “Subcontractors”) , who participated as electromechanical subcontractorsobligations assumed within the framework of the Cerro del Águila Project (Hydroelectric Power Plant).potential transaction have been terminated by mutual agreement, without responsibility for the parties. The Consortium demands US$ 73.5 million (US $ 36.7 million what correspondsCompany ratifies its intention to GyM)continue with the sale plan of Adexus S.A., in order to find the best possible offer for several breaches (including delays) in the executioninterests of the electromechanical subcontract that binds them, in addition to demanding compensation for the other damages caused by the subcontractors.

To date, the Consortium has complied with submitting its briefs to the Arbitral Tribunal, so we are waiting for the counterclaim.

ii)Consorcio Ermitaño

On March 3, 2017, Consorcio Ermitaño (hereinafter, the “Consortium”) initiated an arbitration against the Potable Water and Sewerage Service of Lima S.A. (hereinafter, “SEDAPAL”) for:

a.recognition of the Extension of Term No. 5Company and payment of the respective general expenses, equivalent to S/13 million (being S/6.5 million what corresponds to GyM S.A.)

On May 10, 2018, the Court heard oral arguments on this matter..its investors.

b.recognition of the Term Extensions N ° 3 and N ° 4 and payment of the respective variable general expenses, equivalent to S/9.3 million (being S/4.6 million what corresponds to GyM SA).

To date, the Arbitral Tribunal has declared that the arbitration is in a period to be waived, which expires on June 14.

c.claiming the variable general expenses corresponding to the Extension of Term No. 6, equivalent to S/10.7 million (with S/5.3 million corresponding to GyM S.A.).

(All amounts expressed in thousands of S/ unless otherwise stated)

On April 9, 2018, by means of Resolution No. 20, the Arbitral Tribunal declares that the arbitration is within a period of 30 business days

d.recognition of the Extension of Term N ° 7 and N ° 9 and payment of the respective variable general expenses, equivalent to S / 4.4 million (S / 2.2 million corresponds to GyM ).

To date, it is still pending that the Arbitral Tribunal sets the rules of the arbitration, after which the period to formulate the claim will begin.

e.On April 12, 2018, (the “Consorcio”) initiated an arbitration against “SEDAPAL” by recognition of the Extension of Term N ° 7 and N ° 9 and payment of the respective variable general expenses, equivalent to S / 4.4 million (S / 2.2 million corresponds to GyM).

 

 iii)c)Consorcio Constructor Ductos del Sur

On March 13, 2019, the Peruvian Tax Court delivered its decision to confirm SUNAT’s rejection to our appeal to SUNAT’s payment orders regarding 2007 and 2008. SUNAT and the Peruvian Tax Court objected to the deduction of the loss of the investment because both consider there is not enough evidence that OPQ S.A. is not an “on-going business”. The Company is currently working on the preparation of a contentious administrative claim. However, according to Peruvian legal framework, SUNAT is entitle to start a coercive collection processes. The Company and its legal counsel believe there are solid legal grounds to consider the contingency remote and obtain a favorable ruling.

On May 31, 2017, Elecnor Perú S.A.C. (hereinafter “ELECNOR”) started an arbitration process against Consorcio Constructor Ductos del Sur, through the Companies partners of this Consortium, at their proportional share, to honor a payment of US$29.3 million (equivalent to S/95.9 million), for the alleged breach of the obligations expressly set forth in the contract.

On June 14, 2017, CCDS filed and responded to ELECNOR’s arbitration request.-113 -

At the reporting date, two arbitrators have been appointed and a third one remains pending to appoint.

iv)Consorcio La Gloria

On August 9, 2017, the Consorcio La Gloria (hereinafter, the “Consortium”) initiated an arbitration against the Drinking Water and Sewerage Service of Lima S.A. (hereinafter, “SEDAPAL”), with the aim of resolving all pending matters pertaining to the settlement of the work contract signed with SEDAPAL.

On March 7, 2018 the Consortium filed its claim with the Arbitral Tribunal, and now we are waiting for the reply from SEDAPAL.

v)GyM S.A.

On October 10, 2017, Workbe Latam S.p.A. (hereinafter, “Workbe”) initiated an arbitration to order GyM S.A. (hereinafter, “GyM”) the compensation payment of US$0.7 million (equivalent to S/2.3 million) for early termination of service contract signed between the parties in 2016.

On April 26, 2018, GyM submitted to the Arbitral Tribunal the answer to the lawsuit.

vii)Consorcio Italo Peruano

On January 26, 2018, GyM S.A. (hereinafter, “GyM”) initiated an arbitration against the National Institute of Neoplastic Diseases (hereinafter, “INEN”), its claim being the approval of the Extension of Term No. 1 for a period of 62 calendar days and, recognition of expenses S / 1.3 million (S / 664 thousands corresponds to GyM SA).

To date, the installation of the Arbitral Tribunal is pending.

(All amounts expressed in thousands of S/ unless otherwise stated)

vii)Consorcio Norte Pachacutec.

On February 8, 2018, the North Pachacutec Consortium (hereinafter, the “Consortium”) initiated an arbitration against the Drinking Water and Sewerage Service of Lima S.A. (hereinafter, “SEDAPAL”), its main claim being the determination of the final cost of the work executed by the Consortium, considering unrecognized, recognized concepts and awards previously issued and that has not yet been met with the payment in favor of the Consortium, equivalent to the sum of S / 36.3 million (S / 17.8 million corresponds to GyM).

To date, the installation of the Arbitral Tribunal is pending.

38DISCONTINUED OPERATION

As part of the divestment process conducted by the Company (Note 37 c) subsidiaries and joint ventures were dispose. The effect in the consolidated income statement is summarized as follows:

SUBSIDIARIES

GMD    
   2015   2016 
Revenue   232,582    279,289 
Operating costs   (219,433   (257,294
Finance costs, net   (8,249   (9,758
  

 

 

   

 

 

 
Operating profit from discontinued activities before taxation   4,901    12,237 
Income tax expense   (3,129   (7,466
  

 

 

   

 

 

 
Profit from discontinued ordinary activities after taxation   1,772    4,771 
Profit from discontinued activities attributable to owners of the Company   1,581    4,257 
  

 

 

   

 

 

 
Earnings per share relating to the discontinued operation are as follows:    
Basic   0.138    0.372 
  

 

 

   

 

 

 
Cash flows relating to the discontinued operation are as follows:    
Operating cash flows   (14,193   78,286 
Investing cash flows   (17,499   (30,712
Financing cash flows   (53,501   (48,516
STRACON GyM S.A.    
   2015   2016 

Revenue

   1,476,764    1,222,707 

Operating costs

   (1,305,806   (1,099,789

Finance costs, net

   (21,478   (3,104
  

 

 

   

 

 

 

Operating loss from discontinued activities before taxation

   149,480    119,814 

Income tax expense

   (40,492   (32,558
  

 

 

   

 

 

 

Profit from discontinued ordinary activities after taxation

   108,988    87,256 

Profit from discontinued activities attributable to owners of the Company

   95,463    76,428 
  

 

 

   

 

 

 

Earnings per share relating to the discontinued operation are as follows

    

Basic

   1.395    1.117 
  

 

 

   

 

 

 

Cash flows relating to the discontinued operation are as follows:

    
Operating cash flows   166,438    49,105 
Investing cash flows   (19,914   (31,132
Financing cash flows   (120,655   (71,382

(All amounts expressed in thousands of S/ unless otherwise stated)

JOINT OPERATION

CONSORCIO CONSTRUCTOR DUCTOS DEL SUR

    
   2015   2016 

Revenue

   154,110    998,463 

Operating costs

   (133,674   (977,729

Finance costs

   (882   (3,670
  

 

 

   

 

 

 

Operating profit from discontinued activities before taxation

   19,554    17,064 

Income tax expense

   (5,471   (19,347
  

 

 

   

 

 

 

Profit from discontinued ordinary activities after taxation

   14,083    (2,283
  

 

 

   

 

 

 

JOINT VENTURE

TECGAS N.V.

    
   2015   2016 

Revenue

   426,487    457,554 

Finance costs

   16    215 
  

 

 

   

 

 

 

Operating profit from discontinued activities before taxation

   1,876    (3,209

Income tax expense

   (892   (4,078
  

 

 

   

 

 

 

Loss from discontinued ordinary activities after taxation

   984    (7,287
  

 

 

   

 

 

 


Supplementary Data (Unaudited)

Oil and Gas Producing Activities

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, “ExtractiveActivities-Oil and Gas,” and regulations of the U.S. Securities and Exchange Commission (SEC), theour company has included certain supplemental disclosures about its oil and gas exploration and production operations.

All information in the following supplemental disclosures related to Blocks I, III, IV and V. Information with respect to Blocks III and IV has been included from April 5, 2015, when theour company began operating these blocks.

 

A.

Reserve Quantity Information

Graña y Montero Petrolera S.A. net proved reserves in the fields in which they operate and changes in those reserves for operations are disclosed below. The net proved reserves represent theour company’s best estimate of proved oil and natural gas reserves. For 20152017 and 20162018 reserve estimates have been evaluated by its technical staff (reservoir engineers and geoscience professionals) and submitted to its Reserve Development Committee. The estimates for all years presented conform to the definitions found in FASB ASC paragraph932-10-65-1 and Rule4-10(a) of RegulationS-X.

Proved oil reserves are those quantities of oil, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, based on prices used to estimate reserves, from a given date forward from known reservoirs, and under existing economic conditions, operating methods, and government regulation prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain.

The term “reasonable certainty” implies a high degree of confidence that the quantities of oil actually recovered will equal or exceed the estimate. To achieve reasonable certainty, theour company’s engineers and independent petroleum consultants relied on technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used to estimate theour company’s proved reserves include, but are not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information and property ownership interests.

PROVED RESERVES (1)

 

  Total Peru   Total   Peru 
  Oil (MBBL) Gas (MMcf) Oil (MBBL) Gas (MMcf)   Oil (MBBL)   Gas (MMcf)   Oil (MBBL)   Gas (MMcf) 

Proved developed and undeveloped reserves, December 31, 2014

   4,007   16,709   4,007   16,709 

Proved developed and undeveloped reserves, December 31, 2016

   25,191    10,521    25,191    10,521 

Revisions of previous estimates

   (1,127  (3,380  (1,127  (3,380   2,451    1,494    2,451    1,494 

Enhanced oil recovery

   0   0   0   0    —      —      —      —   

Purchases

   21,417   40,504   21,417   40,504    —      —      —      —   

Production (a)

   (570  (3,730  (570  (3,730   (1,146   (2,661   (1,146   (2,661

Sales in place

   0   0   0   0    —      —      —      —   

Proved developed and undeveloped reserves, December 31, 2015

   23,727   50,103   23,727   50,103 

Revisions of previous estimates

   2,472   (36,543  2,472   (36,543

Proved developed and undeveloped reserves, December 31, 2017

   26,496    9,354    26,496    9,354 

Revisions of previous estimates(2)

   2,332    26,481    2,332    26,481 

Enhanced oil recovery

   0   0   0   0    0    0    0    0 

Purchases

   0   0   0   0    0    0    0    0 

Production

   (1,008  (3,039  (1,008  (3,039   (1,334   (2,229   (1,334   (2,229

Sales in place

   0   0   0   0    0    0    0    0 

Proved developed and undeveloped reserves, December 31, 2016 (2)(3)

   25,191   10,521   25,191   10,521 

Proved developed and undeveloped reserves, December 31, 2018(3)(4)

   27,494    33,606    27,494    33,606 

 

(1)

Proved reserves estimated in oil and gas properties located in Blocks I, III, IV and V (Talara and Paita) under two service contracts and two license contracts with Perupetro. The rights to produce hydrocarbons expire in December 2021 for Block I, April 2045 for Blocks III and IV, and October 2023 for Block V. The proved reserves estimated in this report constitute all of the proved reserves under contracts by Graña y Montero Petrolera S.A.

(2)

Recategorized from resources to reserves due to the development of a project to transport gas from Block IV to our gas processing plant, which remains ongoing. This includes 12,078 MMcf as proved developed and 13,767 MMcf as proved undeveloped reserves.

(3)

The revisions in reserve estimates are based on new information obtained as a result of drilling activities and workovers. During 2016,2017 and 2018, proved developed reserves of crude oil increased due to drilling activities in Block IV and the impact of the higher price in reserve estimations. In 2015, natural gas proved reserves decreased as a result of reviews of Block I oil reserves.

(3)(4)

As of December 31, 2015,2017, the associated gas reserves were 50,103 MMCF and included gas reserves of the Blocks I, III and IV.9,354 MMCF. As of December 31, 2016, associated gas reserves decreased to 10,521 MFCF because2018, the associated gas reserves of the Blocks III and IV had beenre-categorized as resources, due, mainly, to the low certainty that such reserves would be economically producible in the future under existing commercial conditions, operating methods and regulations. This reduction in gas reserves did not have an impact on the company’s financial statements after the results obtained from the impairment tests of the mentioned assets.were 33,606 MMCF.

RESERVE QUANTITY INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2014

TotalPeru
Gas
Oil (MBBL)(MMCF)Oil (MBBL)Gas (MMCF)

Proved developed reserves

Beginning of year

2,8809,1872,8809,187

End of year

2,88211,9602,88211,960

Proved undeveloped reserves

Beginning of year

1,3865,0181,3865,018

End of year

1,1254,7481,1254,748

RESERVE QUANTITY INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2015

   Total   Peru 
       Gas         
   Oil (MBBL)   (MMCF)   Oil (MBBL)   Gas (MMCF) 

Proved developed reserves

        

Beginning of year

   2,882    11,960    2,882    11,960 

End of year

   9,168    23,384    9,168    23,384 

Proved undeveloped reserves

        

Beginning of year

   1,125    4,748    1,125    4,748 

End of year

   14,562    26,719    14,562    26,719 

RESERVE QUANTITY INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2016

 

   Total   Peru 
       Gas         
   Oil (MBBL)   (MMCF)   Oil (MBBL)   Gas (MMCF) 

Proved developed reserves

        

Beginning of year

   9,168    23,384    9,168    23,384 

End of year

   8,521    10,521    8,521    10,521 

Proved undeveloped reserves

        

Beginning of year

   14,562    26,719    14,562    26,719 

End of year

   16,670    —      16,670    —   

B.Capitalized Costs Relating to Oil and Gas Producing Activities

The following table sets forth the capitalized costs relating to the company’s crude oil and natural gas producing activities for the years indicated:

   Total   Peru 
   Oil (MBBL)   Gas (MMCF)   Oil (MBBL)   Gas (MMCF) 

Proved developed reserves

        

Beginning of year

   9,168    23,384    9,168    23,384 

End of year

   8,521    10,521    8,521    10,521 

Proved undeveloped reserves

        

Beginning of year

   14,562    26,719    14,562    26,719 

End of year

   16,670    —      16,670    —   

RESERVE QUANTITY INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

    
   Total   Peru 
   Oil (MBBL)   Gas (MMCF)   Oil (MBBL)   Gas (MMCF) 

Proved developed reserves

        

Beginning of year

   8,521    10,521    8,521    10,521 

End of year

   8,664    9,354    8,663    9,354 

Proved undeveloped reserves

        

Beginning of year

   16,670    —      16,670    —   

End of year

   17,833    —      17,833    —   

RESERVE QUANTITY INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2018

 

 

    
   Total   Peru 
   Oil (MBBL)   Gas (MMCF)   Oil (MBBL)   Gas (MMCF) 

Proved developed reserves

        

Beginning of year

   8,664    9,354    8,664    9,354 

End of year

   9,912    19,839    9,912    19,839 

Proved undeveloped reserves

        

Beginning of year

   17,833    —      17,833    —   

End of year

   17,582    13,767    17,582    13,767 
B. Capitalized Costs Relating to Oil and Gas Producing Activities

 

    

The following table sets forth the capitalized costs relating to our company’s crude oil and natural gas producing activities for the years indicated:

 

 

  Total Peru 
  2012 2013 2014 2015 2016   2014 2015 2016 2017 2018 
  (in US$ thousands)   (in US$ thousands)   

Proved properties

            

Concessions

      

Mineral property, wells and related equipment

   53,255   44,974   47,267   54,582   39,069    47,267  54,582  39,069  84,960  99,129 

Drilling and Works in progress and Replacement Units

   12,834   11,444   11,290   5,682   6,188    11,290  5,682  6,188  10,767  11,920 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total Proved Properties

   66,090   56,418   58,557   60,264   45,257    58,557   60,264   45,257   95,727   111,049 

Unproved properties

   0   0   0   0   0    0   0   0   0  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total Property, Plant and Equipment

   66,090   56,418   58,557   60,264   45,257    58,557   60,264   45,257   95,727   111,049 

Accumulated depreciation, depletion, and amortization, and valuation allowances

   (10,990 (13,864  
(
13,735
 
 (17,875 (17,774   (13,735 (17,875 (17,774 (36,672 (45,426
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net capitalized costs

   55,099   42,554   44,822   42,389   27,482    44,822   42,389   27,482   59,054   65,624 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

C. Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities

C.Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities

The following table sets forth costs incurred related to theour company’s oil and natural gas activities for the years ended December 31, 2012, 2013, 2014 2015 and 2016 (in thousands):indicated:

 

  Total Peru 
  2012 2013 2014 2015 2016   2014 2015 2016 2017 2018 
  (in US$ thousands)   (in US$ thousands) 

Acquisition costs of properties (1)

            

Proved

   0  0  0  0  0    —     —     —     —     —   

Unproved

   0  0  0  0  0    —     —     —     —     —   
  

 

  

 

  

 

  

 

  

 

 

Total acquisition costs

   0   0   0   0   0       

Exploration costs

   0  0  0   0    —     —     —     —    (1,121

Development costs

   (10,869 (13,465 (13,126 (17,179 (19,161   (13,126 (17,179 (19,161 (22,905 (25,192
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total

   (10,869  (13,465  (13,126  (17,179  (19,161   (13,126 (17,179 (19,161 (22,905 (26,313
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

(1)The

Our company has not incurred in any cost related to Oil and Gas property acquisition for all years presentedpresented.

 

D.

Results of Operations for Oil and Natural Gas Producing Activities

The results of operations for oil and natural gas producing activities, excluding overhead costs and interest expenses, are as follows for the years indicated:

 

  Total Peru   Total Peru 
  2012 2013 2014 2015 2016   2014 2015 2016 2017 2018 
  (in US$ thousands)   (in US$ thousands) 

Revenues

   52,172  58,275  59,233  57,938  50,556       

Additional Revenues of Gas Extraction Services (1)

   11,892       59,233  57,938  50,556  67,049  96,543 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total Revenues (2)(1)

   52,172   70,167   59,233   57,938   50,556    59,233   57,938   50,556   67,949   96,543 

Production Costs

   (13,802  (16,692  (16,257  (25,976  (24,645   (16,257  (25,976  (24,645  (28,097  (31,431
  

 

  

 

  

 

  

 

  

 

 

Costs of Labor

   (2,024  (1,715  (1,602  (1,660  (1,767   (1,602  (1,660  (1,767  (2,008  (2,099

Repairs and Maintenance

   (911  (1,024  (958  (1,828  (1,563   (958  (1,828  (1,563  (2,076  (2,421

Materials, supplies, and fuel consumed and supplies utilize

   (4,482  (7,103  (6,486  (10,775  (9,540

Materials, supplies and fuel consumed and supplies utilized

   (6,486  10,775  (9,540  (20,253  (9,704

External services, insurances, security and others

   (2,975  (3,297  (3,605  (6,938  (6,388   (3,605  (6,938  (6,388  (6,634  (7,979

Operation office and staff expenses

   (3,410  (3,553  (3,607  (4,776  (5,388   (3,607  (4,776  (5,388  (7,126  (9,228

Additional Natural Gas supply costs after price adjustment (1)

    (14,843   

Royalties

      (7,982  (7,402

Additional Natural Gas supply costs after price adjustment Royalties

    (7,982  (7,402  (15,016  (30,892

DD&A Expenses

   (10,949  (13,811  (13,672  (16,931  (17,223   (13,672  (16,931  (17,223  (19,851  (17,690

Income (loss) before income taxes

   27,421   24,821   29,304   7,048   1,286    29,304   7,048   1,286   4,984   16,530 

Income tax expense (3)

   (8,226 (7,446 (8,791 (1,974 (373

Income tax expense(2)

   (8,791 (1,974 (373 (1,470 (4,876

Results of operations from producing activities

   19,195   17,375   20,513   5,075   913    20,513   5,075   913   3,514   11,654 

 

(1)During 2013, GMP finished a negotiation setting prices of natural gas extraction services provided to Perupetro retroactively since 2008 to 2013. Likewise, prices for natural gas supply paid by GMP to Perupetro were adjusted. The effects in revenues and costs of sales were registered in 2013.
(2)

Income after deductions for Graña y Montero Petrolera S.A.’s share of government royalties according to contract obligations. There are no sales or transfers to theour company’s other operations.

(3)(2)30% of income before income

In 2014, the legal tax until 2014.rate was 30%. In 2015, the legal tax rate was 28%, and during 2016, the legal tax rate was 27%. In 2017, the Peruvian government increased the legal tax rate to 29.5%. In 2018, the Peruvian government retained the legal tax rate at 29.5%.

E.

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows, related to the proved reserves is based on estimates of net proved reserves and the period during which they are expected to be produced. Future cash inflows are computed by applying the 12twelve month period unweighted arithmetic average of the price as of the first day of each month within that 12twelve month period, unless prices are defined by contractual arrangements, after royalty share of estimated annual future production from proved oil and gas reserves.

Future production and development costs to be incurred in producing and further developing the proved reserves are based on year end cost indicators. Future income taxes are computed by applying year end statutory tax rates.

Standardized measureThe following chart shows standardized measures of discounted future net cash flows for the periods indicated:

 

   Total 
   2012  2013  2014  2015  2016 
   (in US$ thousands) 

Future Cash inflows (1)

   375,655   360,386   251,695   1,461,565   1,106,849 

Future production costs (2)

   (94,793  (107,031  (72,857  (507,212  (285,608

Future development costs

   (43,663  (63,643  (37,423  (368,873  (463,224

Future production and development costs

   (138,455  (170,674  (110,280  (876,085  (748,832

Future income tax expenses (3)

   (71,160  (56,913  (37,264  (153,178  (105,615

Future Net cash flows (4)

   166,040   132,799   104,151   432,301   252,402 

10% annual discount for estimates timing of cash flows

   (49,887  (35,325  (29,483  (209,039  (115,028

Standardized measure of discounted Future Net Cash Flows

   116,153   97,474   74,668   223,262   137,374 
   2014  2015  2016  2017  2018 
   (in US$ thousands) 

Future Cash inflows

   251,695   1,461,565   1,106,849   1,436101   2,041,128 

Future production costs

   (72,857  (507,212  (285,608  (776,847  (1,446,949

Future development costs

   (37,423  (368,873  (463,224  (221,557  (232,432

Future production and development costs

   (110,280  (876,085  (748,832  (998,404  (1,679,381

Future income tax expenses

   (37,264  (153,178  (105,615  (129,121  (106,715

Future Net cash flows

   104,151   432,301   252,402   308,577   255,031 

10% annual discount for estimates timing of cash flows

   (29,483  (209,039  (115,028  (168,224  (115,518

Standardized measure of discounted Future
Net Cash Flow s

   74,668   223,262   137,374   140,353   139,514 

 

(1)

For oil volumes, per barrel prices after deductions of Graña y Montero Petrolera S.A.’s share government royalties used in determining future cash inflows for the years ended December 31, 2012, 2013, 2014, 2015, 2016, 2017 and 20162018 were US$86.29, US$87.25, US$83.96, US$77.33, US$45.59, US$38.54, US$49.82, and US$38.5464.72, respectively. For gas volumes, gas price is linked to the oil price according to the gas purchase contract.

(2)

Production costs and developments costs relating to future production of proved reserves are based on the continuation of existing economic conditions. Future estimated decommissioning costs are included.

(3)

Taxation is computed using the appropriateyear-end statutory corporate income tax rates.

(4)

Future net cash flows from oil production are discounted at 10% regardless of assessment of the risk associated with its production activities.

F.

Changes in standardizedStandardized Measure of Discounted Future Net Cash Flows

   Year Ended December 31, 
   2012  2013  2014  2015  2016 
   (in US$ thousands) 

Standardized measure of discounted Future Net Cash Flows, beginning of the year.

   145,604   116,153   97,474   74,668   223,262 

Revenue less production and other costs

   (65,974  (89,810  (75,490  (103,058  (75,202

Net changes in future development costs

   18,441   24,533   11,497   (185,387  (53,464

Changes in price, net of production costs

   (15,482  (34,973  (53,214  (284,832  560 

Development cost incurred

   10,869   13,465   13,126   17,179   19,161 

Revisions of previous quantity estimates

   (2,245  47,511   23,273   674,410   (54,052

Accretion of discount

   23,931   23,616   16,836   67,666   55,438 

Net change in income taxes

   10,452   3,593   9,286   (53,715  21,327 

Timming difference and other

   (9,444  (6,613  31,879   (16,330  (343

Standardized measure of discounted Future Net Cash Flows, end of the year.

   116,153   97,474   74,668   223,262   137,374 
The following chart shows changes in standardized measures of discounted future net cash flows for the periods indicated:

   2014  2015  2016  2017  2018 
   (in US$ thousands) 

Standardized measure of discounted Future Net Cash Flows, beginning of the year.

   97,474   74,668   223,262   137,374   140,353 

Revenue less production and other costs

   (75,490  (103,058  (75,202  (96,045  (127,974

Net changes in future development costs

   11,497   (185,387  (53,464  94,388   (6,204

Changes in price, net of production costs

   (53,214  (284,832  560   (109,168  (68,095

Development cost incurred

   13,126   17,179   19,161   22,905   29,218 

Revisions of previous quantity estimates

   23,273   674,418   (54,052  27,456   72,852 

Accretion of discount

   16,836   67,666   55,438   70,152   99,822 

Net change in income taxes

   9,286   (53,715  21,327   (85  427 

Timing difference and other

   31,879   (16,330  (343  (6,623  (886

Standardized measure of discounted Future Net Cash Flows, end of the year

   74,668   223,262   137,374   140,353   139,514 

EXHIBIT INDEX

 

Exhibit Number

 

Description

1.01* By-Laws of the Registrant, as currently in effect
2.01** Registrant’s Form of American Depositary Receipt
2.02*** FormDeposit Agreement, dated as of Deposit AgreementDecember  31, 2018, among the Registrant, JP Morgan ChaseThe Bank N.A.,of New York Mellon, as depositary, and theall owners and holders from time to time of American depositary shares issued thereunder
8.01 Subsidiaries of the Registrant
10.0110.01*** Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.110.01.1*** Amendment No. 1, dated as of December 22, 2015, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.210.01.2*** Amendment No. 2, dated as of February 1, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.310.01.3*** Amendment No. 3, dated as of February 12, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.410.01.4*** Amendment No. 4, dated as of February 29, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.510.01.5*** Amendment No. 5, dated as of April 15, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.610.01.6*** Waiver and Amendment No. 6, dated as of September 15, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.710.01.7*** Amendment No. 7, dated as of December 16, 2016, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.810.01.8*** + Amendment No. 8, dated as of June 27, 2017, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.01.910.01.9*** Amendment No. 9, dated as of October 12, 2017, to the Credit Agreement, dated as of December  10, 2015, by and among,inter alia,, the company, Graña y Montero, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.0210.02*** Loan Agreement, dated as of June  27, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Natixis, New York Branch, as administrative agent.
10.02.110.02.1*** Waiver and Amendment, dated as of March 26, 2018, to the Credit Agreement, dated as of June  27, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Natixis, New York Branch, as administrative agent.


Exhibit Number

 

Description

10.0310.03*** English translation of Financial Stability Framework Agreement, dated as of July  31, 2017, by and among,inter alia,, the company, Graña y Montero, as borrower, and Scotiabank Perú S.A.A., Banco Internacional del Perú S.A.A., BBVA Banco Continenal,Continental, Banco de Crédito del Perú, Citibank del Perú S.A. and Citibank, N.A., as lenders.
10.0410.04*** English translation of Section 20 of Concession Agreement, dated as of July  22, 2014, by and among the Peruvian MinstryMinistry of Energy and Mines, as contracting authority and the concessionaire party thereto.
10.0510.05*** English translation of Memorandum of Understanding, dated as of September  26, 2017, by and among Graña y Montero, S.A.A., Negocios de Gas S.A., Enagás S.A., Odebrecht S.A., and Inversiones en Infraestructura de Transporte por Ductos S.A.C.
10.05.110.05.1*** English translation of Rights Subordination Agreement, dated as of April  29, 2016, by and among Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., and Gasoducto Sur Peruano S.A.
10.05.1.110.05.1.1*** English translation of Addendum No. 1, dated as of June  24, 2016, to the Rights Subordination Agreement, dated as of April  29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
10.05.1.210.05.1.2*** English translation of Addendum No. 2 and Assignment Agreement, dated as of August  11, 2016, to the Rights Subordination Agreement, dated as of April  29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
10.05.1.310.05.1.3*** English translation of Modification to Addendum No. 2 and Assignment Agreement, dated as of October  25, 2016, to the Rights Subordination Agreement, dated as of April  29, 2016, by and among,inter alia,, Odebrecht Latinvest Peru Ductos, S.A., Odebrecht S.A., Enagás, S.A., the company,Graña y Montero, GyM S.A., Negocios de Gas S.A., Inversiones en Infraestructura de Transporte por Ductos S.A.C., Gasoducto Sur Peruano S.A., Odebrecht Perú Ingeniería y Construcción S.A.C., and Constructora Norberto Odebrecht S.A., Sucursal del Perú.
12.01 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
12.02 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
13.01**** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
13.02**** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
16.0116.01*** Letter dated May  15, 2018 by Gaveglio, Aparicio y Asociados S.C. de R.L., a member firm of PricewaterhouseCoopers, as required by Item 16F of Form20-F.
101. INSXBRL Instance Document
101. SCHXBRL Taxonomy Extension Schema Document
101. CALXBRL Taxonomy Extension Calculation Linkbase Document
101. DEFXBRL Taxonomy Extension Definition Linkbase Document
101. LABXBRL Taxonomy Extension Label Linkbase Document
101. PREXBRL Taxonomy Extension Presentation Linkbase Document

 

*

Incorporated herein by reference to exhibit 1.01 of the registrant’sRegistrant’s Form20-F (FileNo. 333-172855) filed with the SEC on April 30, 2014.

**

Incorporated herein by reference to exhibit 4.11 to the registrant’sRegistrant’s registration statement on FormF-1F-6 (FileNo. 333-178922)333-228727) filed with the SEC on June 4, 2013.December 10, 2018.

***

Incorporated herein by reference to exhibit 4.2 to the registrant’s registration statement onRegistrant’s FormF-120-F (FileNo. 333-178922)333-172855) filed with the SEC on June 4, 2013.May 15, 2018.

****

This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. §78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

+

Confidential treatment requested.


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form20-F on its behalf.

GRAÑA Y MONTERO S.A.A.
By:

/s/ Luis Francisco Díaz Olivero

Name:Luis Francisco Díaz Olivero
Title:Chief Executive Officer
By:

/s/ Monica Miloslavich

Name:Monica Miloslavich
Title:Chief Financial Officer

Date: May 15, 2018