UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

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

OR

 

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

 

For the fiscal year ended                       December 31, 20152018

 

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 from                         _____________ to _____________

 

Commission file number                                                      0-20486

 

COMPAÑIA CERVECERIASÍA CERVECERÍAS UNIDAS S.A.

 (Exact name of Registrant as specified in its charter)

UNITED BREWERIES COMPANY, INC.

 (Translation of Registrant's name into English)

 

Republic of Chile

 (Jurisdiction of incorporation or organization)

Vitacura 2670, Twenty-Third Floor, Santiago, Chile

 (Address of principal executive offices)

 

Felipe Dubernet, (562-24273536),fdubern@ccu.cl  Vitacura 2670, Twenty-Third Floor, Santiago, Chile

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

 

Securities registered or to be registered pursuant to section 12(b) of the Act.

Name of each exchange

Title of each class

on which registered

American Depositary Shares

New York Stock Exchange

Representing Common Stock

Common Stock, without par value

New York Stock Exchange*

 

Name of each exchange__________

Title of each classon which registered

                   American Depositary Shares                   New York Stock Exchange

                   Representing Common Stock

                   Common Stock, without par value           New York Stock Exchange*

__________ 


* Not for trading, but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                                                Not applicable

30444.00900


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not applicable

 

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.

Common stock, with no par value:         369,502,872

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES   X  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 X 

 

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 X NO_____NO__

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES XNO__

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definitiondefinitions of “accelerated filerfiler”, “large accelerated filer”, and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer X Accelerated filer    Non-accelerated filer____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              Other____Other__

by the International Accounting Standards Board   X 

 

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

ITEM 17    ITEM 18__

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

YES  NO X 


 
 
Table of Contents
   Page 
Introduction   i 
Forward Looking Statements ii 
PART I   3 
ITEM 1: Identity of Directors, Senior Management and Advisers 3 
ITEM 2: Offer Statistics and Expected Timetable 3 
ITEM 3: Key Information 3 
A. Selected Financial Data 3 
B. Capitalization and Indebtedness 
C. Reasons for the Offer and Use of Proceeds 5 
D. Risk Factors 6 
ITEM 4: Information on the Company 14 
A. History and Development of the Company 14 
B. Business Overview 22 
 1) Summary 22 
 2) Overview 22 
 3) The Beverage Market 25 
 4) Production and Marketing 29 
 5) Raw Materials and other Supplies 43 
 6) Sales, Transportation and Distribution 44 
 7) Seasonality 48 
 8) Geographical Markets 51 
 9) Competition 52 
 10) Government Regulation 55 
C. Organizational Structure 59 
D. Property, Plants and Equipment 60 
E. Environmental Matters 63 
ITEM 4A: Unresolved Staff Comments 65 
ITEM 5: Operating and Financial Review and Prospects 65 
A. ADJUSTED OPERATING RESULT 66 
B. Liquidity and Capital Resources 76 
C. Research and Development 79 
D. Trend Information 80 
E. Off Balance Sheet Arrangements 81 
F. Contractual Obligations 81 
ITEM 6: Directors, Senior Management and Employees 88 
A. Directors and Senior Management 88 
B. Compensation 93 
C. Board Practices 94 

30444.00900


 1) Directors Committee 95 
 2) Audit Committee 97 
D. Employees 98 
E. Share Ownership 99 
ITEM 7: Major Shareholders and Related Party Transactions 99 
A. Major Shareholders 99 
B. Related Party Transactions 100 
C. Interests of Experts and Counsel 105 
ITEM 8: Financial Information 107 
A. Consolidated Statements and Other Financial Information 107 
B. Significant Changes 108 
ITEM 9: The Offer and Listing 109 
A. Offer and Listing Details 109 
B. Plan of distribution 110 
C. Markets  110 
D. Selling Shareholders 110 
E. Dilution  110 
F. Expenses of the Issue 111 
ITEM 10: Additional Information 111 
A. Share Capital 111 
B. Memorandum and Articles of Association 111 
C. Material Contracts 115 
D. Exchange Controls 115 
E. Taxation  117 
F. Dividends and Paying Agents 124 
G. Statement by Experts 124 
H. Documents on Display 124 
I. Subsidiary Information 124 
ITEM 11: Quantitative and Qualitative Disclosures about Market Risk 125 
A. Qualitative Information About Market Risk 125 
B. Quantitative Information About Market Risk 127 
ITEM 12: Description of Securities Other than Equity Securities 130 
PART II   130 
ITEM 13: Defaults, Dividend Arrearages and Delinquencies 130 

ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds

130 
ITEM 15: Controls and Procedures 131 
ITEM 16A: Audit Committee Financial Expert 132 

Table of Contents
Page 
Introduction 
Forward Looking Statements ii 
PART I 
ITEM 1: Identity of Directors, Senior Management and Advisers 
ITEM 2: Offer Statistics and Expected Timetable 
ITEM 3: Key Information 
ITEM 4: Information on the Company 16 
ITEM 4A: Unresolved Staff Comments 61 
ITEM 5: Operating and Financial Review and Prospects 61 
ITEM 6: Directors, Senior Management and Employees 80 
ITEM 7: Major Shareholders and Related Party Transactions 92 
ITEM 8: Financial Information 98 
ITEM 9: The Offer and Listing 101 
ITEM 10: Additional Information 103 
ITEM 11: Quantitative and Qualitative Disclosures about Market Risk 117 
ITEM 12: Description of Securities Other than Equity Securities 122 
PART II 125 
ITEM 13: Defaults, Dividend Arrearages and Delinquencies 124 
ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds 124 
ITEM 15: Controls and Procedures 124 
ITEM 16A: Audit Committee Financial Expert 125 
ITEM 16B: Code of Ethics126 132
ITEM 16C: Principal Accountant Fees and Services126 133
ITEM 16D: Exemptions from the Listing Standards for Audit Committees126 133
ITEM 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers126 133
ITEM 16F: Change in Registrant’s Certifying Accountants126 133
ITEM 16G: Corporate Governance127 134
ITEM 16H: Mine Safety Disclosure130 136
PART III130 136
ITEM 17: Financial Statements130 136
ITEM 18: Financial Statements130 136
ITEM 19: Exhibits130 137

 
 

Introduction

 

In this annual report on Form 20-F, all references to “we,” “us,”“we”, “us”, “Company” or “CCU” are to Compañía Cervecerías Unidas S.A., an open stock corporation (sociedad(sociedad anónima abierta)abierta) organized under the laws of the Republic of Chile, and its consolidated subsidiaries. Chile is divided into regions, each of which is known by its roman number (e.g. “Region XI”). Our fiscal year ends on December 31st. The expression “last three years’’ means the years ended December 31, 2013, 20142016, 2017 and 2015.2018. Unless otherwise specified, all references to “U.S. dollars” “dollars” “USD” or “US$” are to United States dollars, and references to “Chilean pesos” “pesos” “Ch$” or “CLP” are to Chilean pesos. We prepare our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). See the notes to our consolidated financial statements included in pages F-1 through F-104F-[137] of this annual report. We use the metric system of weights and measures in calculating our operating and other data. The United States equivalent units of the most common metric units used by us are as shown below:

 

1 liter = 0.2642 gallons

1 gallon = 3.7854 liters

1 liter = 0.008522 US beer barrels

1 US beer barrel = 117.34 liters

1 liter = 0.1761 soft drink unit cases (8 oz cans)

1 soft drink unit case (8 oz cans) = 5.6775 liters

1 liter = 0.1174 beer unit cases (12 oz cans).

1 beer unit case (12 oz cans) = 8.5163 liters

1 hectoliter = 100 liters

1 liter = 0.01 hectoliters

1 US beer barrel = 31 gallons

1 gallon = 0.0323 US beer barrels

1 hectare = 2.4710 acres

1 acre = 0.4047 hectares

1 mile = 1.6093 kilometers

1 kilometer = 0.6214 miles

 

i


 
 

Forward Looking Statements

 

This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,”Act”, and Section 21E of the Securities and Exchange Act of 1934, which we refer to as the “Exchange Act.”Act”. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. They also relate to our future prospects, development and business strategies.

 

These forward-looking statements are identified by the use of terms and phrases such as “anticipate;” “believes;” “could;” “expects;” “intends;” “may;” “plans;” “predicts;” “projects;”“anticipate”; “believes”; “could”; “expects”; “intends”; “may”; “plans”; “predicts”; “projects”; “will” and similar terms and phrases. We caution you that actual results could differ materially from those expected by us, depending on the outcome of certain factors, including, without limitation:

 

·       our success in implementing our investment and capital expenditure program;

·       the nature and extent of future competition in our principal marketing areas;

·       the nature and extent of a global financial disruption and its consequences;

·       political and economic developments in Chile, Argentina and other countries where we currently conduct business or may conduct business in the future, including other Latin American countries; and

·       other factors discussed under “Item 3: Key Information – Risk Factors,”Factors”, “Item 4: Information on the Company” and “Item 5: Operating and Financial Review and Prospects.”Prospects”.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. We undertake no obligation to publically update any of these forward-looking statements to reflect events or circumstances after the date of this annual report, including, without limitation, changes in our business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

ii


 
 

PART I

ITEM 1: Identity of Directors, Senior Management and Advisers

Not applicable.

ITEM 2: Offer Statistics and Expected Timetable

Not applicable.

ITEM 3: Key Information

A.Selected Financial Data

 

The following table presents selected consolidated financial data as of December 31, 2017 and 2018 and for the years ended December 31, 2015, 20142016, 2017 and 20132018, which has been derived from our consolidated financial statements prepared in accordance with IFRS and included elsewhere in this annual report, and as of December 31, 2014, 2015 and 2016 and for the years ended December 31, 20122014 and 20112015, which has been derived from our consolidated financial statements prepared in accordance with IFRS and not included in this annual report. The financial data set forth below should be read in conjunction with the consolidated financial statements and related notesand “Item 5: Operating and Financial Review and Prospects” included elsewhere in this annual report.

 

 

 

 

Year ended December 31,

 

IFRS

 

2011

2012

2013

2014

2015

                1. Income Statement Data:

(million of CLP)(1)

 

Net sales

 

969,551

1,075,690

1,197,227

1,297,966

1,498,372

 

Gross margin

521,689

582,603

660,530

693,429

813,296

 

Operating Result(2)

192,818

181,188

188,266

179,920

204,937

 

Other gains (losses)

3,010

-4,478

959

4,037

8,512

 

Net financing expenses

-7,324

-9,362

-15,830

-10,821

-15,256

 

Results as per adjustment units

-6,728

-5,058

-1,802

-4,159

-3,283

 

Foreign currency exchange differences

-1,079

-1,003

-4,292

-613

958

 

Income taxes

 

-45,196

-37,133

-34,705

-46,674

-50,115

 

 

 

 

 

 

 

 

 

Net income for the year:

134,802

123,977

132,905

120,792

140,526

 

Attributable to:

 

 

 

 

 

 

Equity holders of the Parent Company

122,752

114,433

123,036

106,238

120,808

 

Non-controlling interests

12,051

9,544

9,869

14,553

19,717

 

 

 

 

 

 

 

 

 

Basic and Diluted Income per share

385.40

359.28

370.81

287.52

326.95

 

Basic and Diluted Income per ADS(3)

770.80

718.57

741.61

575.04

653.90

 

Dividend per share (4)

192.7

179.6

166.5

161.8

163.5

 

Dividend per ADS in US$(3)(4)

0.78

0.76

0.61

0.52

0.47

 

Weighted average shares outstanding (000)

318,503

318,503

331,806

369,503

369,503

 

Shares outstanding as of December 31 (000)

318,503

318,503

369,503

369,503

369,503


 

IFRS

 

Year ended December 31,

(millions of CLP)(1)

1. Income Statement Data:

2014

2015

2016

2017

2018

 

Net sales

 

1,297,966

1,498,372

1,558,898

1,698,361

1,783,282

 

Gross profit

693,429

813,296

817,078

899,622

923,271

 

Other Income by Function(2)

25,464

6,577

5,144

6,718

 228,455

 

Other Expenses(3)

(1,743)

(2,372)

(2,027)

(2,662)

 (1,428)

 

Exceptional Items (EI)(4)

(1,628)

-

-

-

-

 

MSD&A(5)

(535,603)

(612,565)

(619,543)

(668,783)

(681,576)

 

Adjusted Operating Result(6)

179,920

204,937

200,652

234,894

468,722

 

Other Gains (Losses)

4,037

8,512

(8,346)

(7,717)

4,030

 

Net financial expenses

(10,821)

(15,256)

(14,627)

(19,115)

(7,766)

 

Results as per Adjustment Units

(4,159)

(3,283)

(2,247)

(111)

742

 

Equity and Income from Joint Ventures

(899)

(5,228)

(5,561)

(8,914)

(10,816)

 

Foreign Currency Exchange Differences

(613)

958

457

(2,563)

3,300

 

Income Taxes

(46,674)

(50,115)

(30,246)

(48,366)

(136,127)

 

Net income for the year:

120,792

140,526

140,082

148,108

322,085

 

Attributable to:

    

 

 

Equity Holders of the Parent Company

106,238

120,808

118,457

129,607

306,891

 

Non-Controlling Interests

14,553

19,717

21,624

18,501

15,194

 

 

 

 

 

 

 

 

 

Basic and Diluted Income per Share

287.52

326.95

320.59

350.76

830.55

 

Basic and Diluted Income per ADS(7)

575.04

653.90

641.17

701.52

1,661.10

 

Dividend per Share (8)

161.8

163.5

176.3

178.9

498.3

 

Dividend per ADS in US$(7)(8)

0.52

0.47

0.53

0.59

1.48

 

Weighted Average Shares Outstanding (000)

369,503

369,503

369,503

369,503

369,503

 

Shares Outstanding as of December 31st (000)

369,503

369,503

369,503

369,503

369,503

 

3


 

 

 

Year ended December 31,

 

IFRS

 

2011

2012

2013

2014

2015

2. Balance Sheet Data:

(Million of CLP) (1)

 

 

 

 

 

 

 

 

 

Total assets

 

1,298,365

1,328,710

1,727,720

1,768,901

1,823,357

 

Total non-current liabilities

251,026

303,662

234,347

242,070

247,144

 

Total Financial debt (5)

258,969

263,997

263,251

199,853

180,901

 

Capital stock

 

231,020

231,020

562,693

562,693

562,693

 

Subtotal Equity attributable to equity holders of the parent company

568,976

613,220

988,676

1,025,588

1,057,816

 

Total shareholders' equity

684,786

710,518

1,084,244

1,148,500

1,187,522

3. Other Data

 

 

 

 

 

 

 

Sales volume (in millions of liters):

 

 

 

 

 

 

Total volume

1,839.7

1,990.9

2,191.6

2,289.8

2,391.0

 

Chile Operating segment(6)

1,260.4

1,384.4

1,557.0

1,621.6

1,686.5

 

International Business Operating segment(7)

458.1

478.9

507.1

537.5

569.7

 

Wine Operating segment(8)

121.2

127.6

127.4

130.6

134.8

(1) 

Except for the number of shares outstanding, per share and per ADS amounts and sales volume.

(2)

Defined, for management purposes, as earnings before other gains (losses), net financial expenses, equity and income of joint ventures, foreign currency exchange differences, results as per adjustment units and income taxes. Please see “Item 5: Operating and Financial Review and Prospects—OPERATING RESULT” for more details regarding Operating Result and a reconciliation of the most directly applicable IFRS measure to Operating Result.

(3)

Per ADS amounts are determined by multiplying per share amounts by 2. As of December 20, 2012, there was an ADR ratio change from 1 ADR to 5 common shares, to a new ratio of 1 ADR to 2 common shares.

(4)

Dividends per share are expressed in Chilean pesos as of payment dates, with charge to prior year's net income. Dividends per ADS are expressed in U.S. dollars at the conversion rate in effect on the date on which payment is made.

(5)

Includes short-term and long-term financial debt (mainly bank loans, bonds and financial leasing).

(6)

Includes sales of beer, non-alcoholic beverages and spirits in Chile.

(7)

Includes sales of beer, non-alcoholic beverages and spirits in Argentina, Paraguay and Uruguay.

(8)

Includes domestic and export sales to more than 80 countries. Excludes bulk wine sales.

   

Year ended December 31,

 

IFRS 

2014

2015

2016

2017

2018

2. Balance Sheet Data:

(millions of CLP)(1)

 

  

 

 

 

 

 

Total Assets 

1,768,901

1,825,447

1,872,027

1,976,229

2,405,865

Total Non-Current Liabilities

242,070

249,235

228,998

280,651

371,025

Total Financial Debt (9)

199,853

180,901

184,624

214,593

290,952

 Capital Stock 

562,693

562,693

562,693

562,693

562,693

Total Equity Attributable to Equity Holders of the Parent Company

1,025,588

1,057,816

1,077,298

1,101,077

1,280,127

Total Shareholders' Equity

1,148,500

1,187,522

1,200,656

1,226,829

1,389,116

3. Other Data 

 

 

 

 

 

Sales Volume (in millions of liters): 

 

 

 

 

Total Volume

2,289.8

2,392.7

2,478.4

2,602.0

2,853.0

(1)

Except for the number of shares outstanding, per share and per ADS amounts and sales volume.

(2)

In 2018, Other Income by Function includes the gain of CLP 208,842 million received from the CCU Argentina and Anheuser-Busch InBev S.A./N.V.(“ABI”) transaction (the “Transaction”). See Note 30 to our consolidated financial statements included herein and see “Item 4: Information on the Company – A. History and Development of the Company”. In 2014, Other Income by Function includes the one-time effect of compensation of CLP 18,882 million by our Argentine subsidiary CICSA during the second quarter of 2014 for the termination of a contract that allowed us to import and distribute on an exclusive basis Corona and Negra Modelo beers in Argentina and to produce and distribute Budweiser beer in Uruguay.

(3)

Other expenses are part of the ´Other expenses by function´ as presented in the Consolidated Statement of Income. These Other expenses mainly consist of losses related to the sales and write off of fixed assets.

(4)

EI are part of ‘Other expenses by function’ as presented in the Consolidated Statement of Income; 2014 EI corresponds to the effect of CLP 1,628 million associated with restructuring processes across Operating segments.

(5)

Marketing, Sales, Distribution & Administrative expenses

(6)

For management purposes, Adjusted Operating Result is defined as Net Income before other gains (losses), net financial expense, equity and income of joint ventures, foreign currency exchange differences, result as per adjustment units and income taxes. Please see “Item 5: Operating and Financial Review and Prospects A. ADJUSTED OPERATING RESULT” for more details regarding Adjusted Operating Result and a reconciliation of the most directly applicable IFRS measure to Adjusted Operating Result.

(7)

Per ADS amounts are determined by multiplying per share amounts by 2. As of December 20, 2012, there was an ADS ratio change from 1 ADS to 5 common shares, to a new ratio of 1 ADS to 2 common shares.

(8)

Dividends per share are expressed in CLP as of payment dates, with charge to prior year's net income. Dividends per ADS expressed in USDserve as reference purposes only; we pay all dividends in CLP. The Chilean peso amounts as shown here have been converted into USD at the respective observed exchange rate in effect at each payment date or, in respect of the dividend payable for the year ended December 31, 2018, at the observed exchange rate in effect as of April 24, 2019

(9)

Includes short-term and long-term financial debt (mainly bank loans, bonds and financial leasing).

 

Exchange Rates.Rates. Prior to 1989, Chilean law permitted the purchase and sale of foreign currency only in those cases explicitly authorized by the Central Bank of Chile. The Central Bank Act, which was enacted in 1989, liberalized the rules that govern the ability to buy and sell foreign currency. Currently, pursuant to the Central Bank Act, the Central Bank of Chile has the authority to mandate that certain purchases and sales of foreign currency specified by law are to be carried out in the formal exchange market. The formal exchange market is formed by banks and other entities authorized by the Central Bank of Chile. All payments and distributions made to our holders of ADSs must be transacted in the formal exchange market.

 

In order to keep fluctuations in the average exchange rate within certain limits, the Central Bank of Chile has in the past intervened by buying or selling foreign currency on the formal exchange market. In September 1999, the Central Bank of Chile decided to limit its formal commitment to intervene and decided to exercise it only under extraordinary circumstances, which are to be announced in advance. The Central Bank of Chile also committed to provide periodic information about the levels of its international reserves.

 

The observed exchange rate is the average exchange rate at which commercial banks conduct authorized transactions on a given date, as certified by the Central Bank of Chile. The Central Bank of Chile generally carries out its transactions at the spot market rate. Authorized transactions by banks are now generally conducted at the spot market rate.

 

4


Purchases and sales of foreign currencies effectuated outside the formal exchange market are carried out in theMercado Cambiario Informal mercado cambiario informal (the informal exchange market). The informal exchange market reflects the supply and demand for foreign currency. There are no limits imposed on the extent to which the rate of exchange in the informal exchange market can fluctuate above or below the observed exchange rate. On April 1, 20162019 the U.S. dollarUSD observed exchange rate relating to March 31, 201629, 2019 was CLP 669.80678.53 per U.S. dollar.USD.


 

The following table sets forth the low, high, average and period-end observed exchange rates for U.S. dollarsUSD for each of the indicated periods starting in 20112014 as reported by the Central Bank of Chile. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

CLP.

 

 

Daily Observed Exchange Rate(1)

 

(CLP per USD)

 

Low(2)

High (2)

Average(3)

Period-end(4)

 

 

 

 

 

2011

455.91

533.74

483.57

519.20

2012

469.65

519.69

486.58

479.96

2013

466.50

533.95

495.53

524.61

2014

524.61

621.41

570.50

606.75

2015

597.10

715.66

654.79

710.16

October 2015

673.91

695.53

684.48

690.32

November 2015

688.94

715.66

705.00

711.20

December 2015

693.72

711.52

704.39

710.16

January 2016

710.16

730.31

721.40

710.37

February 2016

689.18

715.41

703.31

694.17

March 2016

669.80

694.82

681.02

669.80

Source: Bloomberg

 

 

 

 

(1) Historical pesos.

 

 

 

 

(2) Rates shown are the actual low and high, on a day-by-day basis for each period.

 

 

(3) For yearly data, the average of monthly average rates during the period reported, and for monthly data, the average of daily average rates during the period reported.

(4) Published on the first day after month(year) end.

 

Daily Observed Exchange Rate(1)

 

(CLP per USD)

 

Low(2)

High(2)

Average(3)

Period-end(4)

 

 

 

 

 

2014

524.61

621.41

570.50

606.75

2015

597.10

715.66

654.79

710.16

2016

645.22

730.31

676.70

669.47

2017

614.75

679.05

649.05

614.75

2018

588.28

698.56

642.06

694.77

October 2018

656.25

698.56

678.56

698.56

November 2018

667.46

698.56

678.27

671.09

December 2018

666.49

695.69

684.23

694.77

January 2019

657.81

697.64

676.22

657.81

February 2019

649.22

665.90

656.00

651.79

March 2019

656.57

683.73

668.95

678.53

Source: Bloomberg

 

 

 

 

(1) Historical pesos.

(2) Rates shown are the actual low and high, on a day-by-day basis for each period.

(3) For yearly data, the average of monthly average rates during the period reported, and for monthly data, the average of daily average rates during the period reported.

(4) Published on the first day after month (year) end.

 

The exchange rate on April 2224th, 2016,2019, the latest practicable date, was CLP 666.80672.83 per U.S. dollar.USD.

 

B.Capitalization and Indebtedness

 

Not applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not applicable.

5



 

D.Risk Factors

 

RISKS RELATING TO CHILE

 

We are substantially dependent on economic conditions in Chile, which may adversely impact the results of our operations and financial condition.

 

We are predominantly engaged in business in Chile.Chile is our most significant market. The Chile Operating segment generated6062% of our sales revenues in 2015 was generated from our Chile Operating segment,27% came from2018, the International Business Operating segment which(which includes Argentina, Bolivia, Paraguay and Uruguay, andUruguay) contributed13 27% came from, and the Wine Operating segment.segment,including the domestic markets in Chile and Argentina, as well as exports, accounted for 11% of revenues. Thus, the results of our operationsoperating and financial condition areperformance is dependent, to a large extent, on the overall level of economic activity in Chile. The Chilean economy has experienced an average annual growth rate (measured by GDP) of3.83.0% between 20102008 and 2015,2018, and2.1% 4.0% in 2015.2018. In the past, slower economic growth in Chile has slowed downresulted in a decline in the growth rate of consumption of our products and, consequently, adversely affected our profitability. Chile’s economic performance wasgrowth rate has been affected in the past by the disruption in the global financial markets, as was the case in 2009 and catastrophic events such as earthquakes in the years 2010 and 2015.2009. Therefore, economic growth rates of past periods cannot be extrapolated to future performance.

 

Furthermore, Chile, as an emerging market economy, is more exposed to unfavorable conditions in the international markets, which could have a negative impact on the demand for our products, as well as products ofon third parties with whom we conduct business.business with. Any combination of lower consumer confidence, disrupted global capital markets and/or reduceddepressed international economic conditions could have a negative impact on the Chilean economy and, consequently, on our business. In addition, a global liquidity crisis or an increase in interest rates could limit our ability to obtain the cash necessary to meet our commitments and, therefore, increase our financial expenses.

The Company has implemented efficiency and revenue management plans, as well as cost and expense improvements through the “ExCCelencia CCU” program. CCU has also diversified its operations geographically in recent years. The Company’s conservative capital structure and high liquidity have contributed to its Level 1 classification by credit rating agencies Fitch Chile Clasificadores de Riesgo Limitada and International Credit Rating Compañía Clasificadora de Riesgo Limitada (“ICR”). The Company’s bonds are also rated AA+ by both rating agencies. However, securities ratings are subject to revision or withdrawal at any time, and there can be no guarantee that the Company’s foregoing initiatives will insulate it from the effects of any such downturns or negative conditions.

Currency fluctuations may affect our profitability

Because we purchase the majority of our supplies at prices set in USD and we export wine in prices set in USD, Canadian dollars, euros and pounds, we are exposed to foreign exchange risks that may adversely affect our financial condition and the results of our operations. The effect of the exchange rate variation on export revenues partially offsets the FX impact on the cost of raw materials expressed in CLP.

 

The relative liquidity and volatility of Chilean securities markets may increase the price volatility of our American Depositary Shares (“ADSs”) and adversely impact a holder’s ability to sell any shares of our common stock withdrawn from our American Depositary Receipt (“ADR”) facility.

 

The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. For example, the Santiago Stock Exchange, which is Chile’s principal stock exchange, had a market capitalization of approximately US$ 190.6USD 250.1 billion as of December 31, 2015,2018, while The New York Stock Exchange (“NYSE”) had a market capitalization of approximately US$24.5USD 28.5 trillion and the NASDAQ National Market (“NASDAQ”) had a market capitalization of approximately US$7.90USD 13.7 trillion as of the same date. In addition, the Chilean securities markets can be materially affected by developments in other emerging markets, particularly other countries in Latin America.

 

The lower liquidity and greater volatility of the Chilean markets relative to markets in the United States could increase the price volatility of the ADSs and may impair a holder’s ability to sell in the Chilean market shares of our common stock withdrawnstockwithdrawn from the ADR facility in the Chilean market in the amount, and at the price and at the time the holder wishes to do so. See “Item 9: The Offer and Listing.”Listing”.

6


 

We are subject to different corporate disclosure requirements and accounting standards than U.S. companies.

 

Although the securities laws of Chile whichthat govern open stock corporations and publicly listed companies such as us have as a principal objective promotingpromote disclosure of all material corporate information to the public as a principal objective, Chilean disclosure requirements differ from those in the United States in certain important respects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, the Chilean securities market is not as highly regulated and supervised as the U.S. securities market. We have been subject to the periodic reporting requirements of the Exchange Act since our initial public offering of ADSs in September 1992.


 

RISKS RELATING TO ARGENTINA

 

We have operationsare substantially dependent on economic conditions in Argentina, which may adversely impact our operating results and economic conditions there have adversely affected the results of our operations in the past and may do so in the future.financial position.

 

WeIn addition to our Chilean operations, we have significant assets in Argentina and we have generatedgenerate significant income from our operations in this country.

 

As demand for alcoholic and non-alcoholic beverages is usually correlated with economic conditions prevailing in the local market, which in turn is dependent on the macroeconomic condition of the country, theThe financial conditionposition and results of our operations in Argentina are, to a considerable extent, dependent upon political and economic conditions prevailing in Argentina. From 1999 through 2002, Argentina, suffered a prolonged recession, which culminated in an economic crisis. Althoughas demand for beverage products generally depends on the economic situation in Argentina has improved since the economic crisis of 2002, we have been observing a slowdown of the economy, and therefore, cannot assure you thatprevailing economic conditions in the local market. In the past, Argentina will continuehas suffered recessions, high levels of inflation, currency devaluations and significant economic decelerations in various periods of its history. During 2016, Argentina's GDP contracted by 2.3% and inflation was close to improve or40%. In 2017, GDP growth was 2.8% and inflation was close to 20%, showing a slight recovery in the economy. However, in 2018 Argentina’s GDP again experienced an estimated contraction of 3.5% and inflation of 47.6%. Consequently, given that the cumulative inflation rate exceeded 100% in the last three years, Argentina, as prescribed by IAS 29, was declared a hyperinflationary economy as of July 1, 2018 (see Note 4 to our business will not be materially affected ifconsolidated financial statements included herein).

Inflationary pressures in Argentina may negatively impact demand for our goods, profitability and future investments.

Argentina has faced and continues to face inflationary pressures. The increase in inflationary risk may erode macroeconomic growth and limit the availability of financing, causing a negative impact on our operations. In the past, during periods of high inflation, the Argentine economic conditions weregovernment has regulated prices of consumer goods, including beverages, which has impacted our profitability. Even without government regulation, high inflation may impede our ability to deteriorate.pass on higher costs to customers, which would also negatively impact profitability.

 

The Argentine peso is subject to volatility which could adversely affect our results.

 

A devaluationdepreciation of the Argentine peso may adverselynegatively affect our operatingconsolidated financial results. In 2015 Argentina experienced an average devaluation of theOur Argentine peso versus the dollar of14% year over year. We cannot assure you that the Argentine economy will recover or that it will not face a recession, nor can we predict what effect such a recession would have on our operations in Argentina. In 2009, the Company first reported its financial statements under IFRS, usingsubsidiaries use the Argentine peso as thetheir functional currency for our Argentine subsidiaries. The resultsand their financial statements are calculated in Argentine pesos and then translated into Chilean pesosto CLP for consolidation purposes.purposes, which may produce variations to the Company’s consolidated net income and shareholders’ equity, due to translation effects. Also, most of our raw material costs in Argentina are indexed to the dollar. When comparing the average exchange rates for each period, the Argentine peso depreciated against the USD by 60% in 2016, by 12% in 2017, and by 68% in 2018. When comparing the exchange rate as of the end of each period, the Argentine peso depreciated against the USD by 22% in 2016, by 17% in 2017, and 107% in 2018. All of the above resulted in a significant translation effect in our reported revenues, costs and expenses, as well as pressure on dollarized costs.

Given that we cannot predict how macroeconomic conditions will evolve in the future in Argentina, nor when Argentina will cease to qualify as a hyperinflationary economy for accounting purposes, we cannot foresee how CCU’s business will be affected by Argentina’s future macroeconomic environment. In order to mitigate theimpact of the current macroeconomic challenges, CCU Argentina has implemented efficiency and revenue management plans, as well as cost and expense improvements through the “ExCCelencia CCU” program. However, we cannot guarantee that our business will not be materially affected by Argentina’s macroeconomic environment.

7


 

Argentina’s legal regime and economy are susceptible to changes that could adversely affect our Argentine operations.

The measuresMeasures taken by the previous Argentine governmentgovernments to address the country’s economic crisis of 2002crises severely affected the Argentinestability of Argentina's financial system’s stabilitysystem and have had a materially negative impact on the country´scountry’s economy. Recently, the Argentine government lifted restrictions on foreign exchange transactions for obligations entered into after December 17, 2015. Restrictions on obligations entered into before December 17, 2015 will remain in effect until May 2016. If Argentina were to experience a new fiscal and economic crisis, the Argentine government could implement economic and politicalThese measures which could adversely impact our business.

Since January 2006, the Argentine government has adoptedincluded, among others, different methods to directly and indirectly regulate the pricesprice increases of various consumer goods, including bottled beer, in an effort to slowwith the intention of reducing inflation. Additionally, the measures taken byimplemented in the previous Argentine governmentpast to control the country’s trade balance and to limit the access to foreign currencies haveexchange rate negatively impacted the free import of goods and royalty payments by the Company, and also the repatriation of profits. This situation has recently changed following the installation of the new government in December 2015. WeHowever, we cannot assure youguarantee that the current Argentine governmentauthorities in Argentina will not implement this type oflegal and economic measures and that these will not have an adverse effect onmay adversely affect our operations in Argentina.

 

RISKS RELATING TO OUR BUSINESS

PotentialPossible changes in tax laws in the countries where we operate could affect our business and, in particular, changes in corporate and excise taxes could adversely affect our results and investments.

Our businesses are subject to Chilean tax rules may resultdifferent taxes in anthe countries where we operate, including, among others, income taxes and specific taxes on alcoholic and non-alcoholic beverages. An increase in the pricesrates or application of these taxes, or any other, could negatively affect our productssales and a corresponding decline in sales volumes.profitability.

 


Changes such as the new ChileanIn Argentina, a tax reform (the “Tax Reform Act”)bill was passed by Congress that, became effective on October 1, 2014, and implemented a series of changes to the tax rates and tax policies, increasing among other thingsmeasures, gradually reduces the income tax rate for profits from 35% to 25% (30% for 2018 and 2019 and 25% from 2020 onwards), starting in 2018. In addition, dividends to be distributed will be subject to a withholding tax that will gradually increase from 0% to 13% (7% for 2018 and 2019 and 13% from 2020 onwards) applicable starting in 2018. In addition, the excise tax for alcoholic and sugar-containinglevied on various beverages in Chile, forced uswas increased, including the excise tax on beer, which increased from 8% to implement price increases for certain categories, leading14% over the manufacturer's sale price. In the case of wine, there was no change; therefore, wine continues to a possible decline in volume.

Furthermore, the Tax Reform Act establishes two different systems: “The Partially Integrated System” and the “Attributed Income Regime”. The "Partially Integrated System" provides for a gradual increase in the First Category Income tax rate, going from 20%not be subject to 21% for the 2014 business year, to 22.5% for the 2015 business year, to 24% for the 2016 business year, to 25.5% for the 2017 business year  and to 27% starting in the 2018 business year. The Tax Reform Act provides that corporations will apply by default the "Partially Integrated System", unless a future Extraordinary Shareholders Meeting agrees to opt for the "Attributed Income Regime”.

Implementation of these or similar future reforms that we are not aware of nor foresee, might adversely affect our business, our operating result and our financial position.an excise tax.

 

Fluctuations in the cost of our raw materials may adversely impact our profitability if we arewere unable to pass those costs on to our customers.

 

We purchase malt, rice and hops for beer, sugar for soft drinks, grapes for wine, pisco and cocktails, and packaging materialmaterials from local producers or in the international market. The prices of those materials are subject to volatility caused by market conditions, and have experienced significant fluctuations over time and are determined by thereflecting global supply and demand for commodities as well as other factors, such as fluctuations in exchange rates, over which we have no control.

 

Although we historically have been able to implement price increases in response to increases in raw material costs, we cannot assure you that our ability to recover increases in the cost of raw materials will continue in the future. In particular, where raw material price fluctuations do not keep pace with market conditions in the markets in which we operate, we may have limited capacity to raise prices to offset increases in costs. If we are unable to increase prices in response to increases in raw material costs, any future increases in raw material costs may reduce our margins and profitability if we are not able to offset such cost increases through efficiency improvements or other measures.

 

8


Consolidation in the beer industry may impact our market share.

 

In 2005, SABMiller Plc mergedall the countries where we operate, we compete with Grupo Empresarial Bavaria, a Colombian brewer with operations in Colombia, Peru, EcuadorAnheuser-Busch InBev S.A./N.V. (“ABI”) and Panama, formingits subsidiaries, the then second-largest brewerlargest beer company in the world. In 2010SABMiller Plc acquired CerveceríABI has expanded globally in recent years, through a Argentina S.A. (“CASA Isenbeck”), the third-largest brewerseries of mergers and acquisitions, and today has more than 500 brands and operations in Argentina, previously subsidiary of Warsteiner Brauerei Hans Cramer GmbH & Co. (“Warsteiner”).50 countries.

In March 2004, Companhia de Bebidas das Américas (“AmBev”) and Interbrew announced an agreement to merge, creating the world’s largest brewer under the name InBev. Additionally, in January 2007, AmBev assumed control of Quilmes Industrial S.A. (“Quilmes”). In Chile, Quilmes sells its beer through Cervecería Chile S.A. (“Cervecería Chile”). In November 2008 InBev and Anheuser-Busch Companies, Inc. (“Anheuser-Busch”) merged, creating Anheuser-Busch Inbev (“AB Inbev”), the worldwide leader in beer. In 2013, AB Inbev finalized the acquisition of Grupo Modelo.

During 2015 SAB Miller plc accepted an offer from AB Inbev to merge its operations. The merger has not yet been completed as it is subject to regulatory approvals. With this we face a major challenge: we are witnessing one of the largest global mergersforegoing consolidation in the historymarket, as well as any further consolidation of beerour competitors, may increase their pricing and/or investment competitiveness, which could negatively affect our market share, and carbonated soft drinks, which will create a powerful global player, capable of producing and distributing more than 700 million hectoliters per year, with presence in more than 65 countries. We are monitoring the scope and implications of the possible regulatory restrictions to this merger in the different countries where SABMiller plc and AB Inbev currently operate, and possible consequences foraccordingly our operations.results.


 

Competition in the Chilean beer market may erode our market share and lower our profitability.

 

Our largest competitor in the Chilean beer market by volume is Cervecería Chile.Chile S.A. (“Cervecería Chile”), a subsidiary of ABI. In the past, Cervecería Chile has engagedimplemented aggressive commercial practices. Additionally, Cervecería Chile is in aggressive pricing.the process of expanding its production capacity in Chile. If Cervecería Chile were to amplifycontinues its aggressive price discountingcommercial practices in the future and completes its expansion plans, we cannot assure given the current environment,you that any such discountingthis or other competitive activities will not have a material adverse impacteffect on our profitability or market share.

Additionally, if commercial conditions in the beer market continue to be relatively favorable in Chile, more enterprises may attempt to enter this market, either by producing beer locally or through importation. While we expect per capita beer consumption in Chile to continue to increase, mitigating the effect of competition, the entry into the market of additional competitors could erode our market share or lead to price discounting.

Our beer brands in Chile may face increased competition from other alcoholic beverages such as wine and spirits, as well as from non-alcoholic beverages, such as carbonated soft drinks.

Beer consumption in Chile may be influenced by changes in the relative price of domestic wine, spirits and/or other non-alcoholic beverages. Increases in domestic wine prices have tended to lead to increases in beer consumption, while reductions in wine prices have tended to reduce or slow the growth of beer consumption. As a result of our lower market share in the Chilean wine, spirits and soft drinks markets as compared to our market share in the Chilean beer market, we expect that our consolidated profitability could be adversely affected if beverage consumers were to shift their consumption from beer to either wine, spirits or non-alcoholic beverages.

 

Quilmes dominates the beer market in Argentina and we may not be able to maintain our current market share.

           

In Argentina we face competition from Cervecería y Maltería Quilmes and CASA Isenbeck, which asS.A.I.C. (“Quilmes”), a resultsubsidiary of the merger between AB Inbev and SAB Miller plc, if consummated, would become one player in the Argentine beer market.ABI. As a result of its dominant position and large size in Argentina, Quilmes’ large size by itself enables it to benefit fromQuilmes has significantly larger economies of scale than us in both production and distribution.

In the second quarter of 2018, Compañía Cervecerías Unidas Argentina S.A. (“CCU Argentina”) and ABI executed a transaction (the “Transaction”) that primarily consisted in the productiontransfer of brands and distributioncash in exchange for the early termination of beer throughoutthe Budweiser brand license agreement in Argentina. In the Transaction, CCU Argentina a position that would strengthen asreceived five brands (Isenbeck, Diosa, Iguana, Norte, Báltica) and the licenses of two international brands (Grolsch and Warsteiner). As a result, CCU Argentina began commercializing Isenbeck and Diosa, and stopped selling Budweiser. ABI, through its local subsidiary, continues to produce and market Iguana, Norte, Báltica, Grolsch and Warsteiner, on behalf of CCU Argentina. If we fail to maintain the merger. Therefore,volume and price levels of this new brand portfolio, we cannot assure you that we willmay not be able to grow or maintain our current market share in the Argentine beer market.

Restrictions in the gas supply from Argentina and taxes on carbon dioxide emissions could increase our energy costs, and higher oil prices could increase our distribution expenses.profitability.

 

In the past, the Argentine government restricted gas exports to Chile due to domestic supply problems. This increased the operating cost of our beer plants in Chile and Argentina, and of our non-alcoholic plants in Chile. As a consequence, the Chilean government implemented a strategy to diversify the country’s energy supply. The construction in Quintero of the first plant to process imported LNG (liquefied natural gas), which started its operation in August 2009, brought relief to the energy issue. Taxes on carbon dioxide emissions in Chile will go into effect in 2017, and the cost of these taxes will most likely be passed on to energy prices. We cannot assure that the supply of energy or the cost thereof will not experience future fluctuations. Electric power costs have increased significantly in the past mainly due to hydroelectric plants having lower water reservoir levels, which was exacerbated by the absence of new installed capacity at lower costs. Increases in oil prices or unfavorable hydric conditions could reduce our margins if we are unable to improve efficiencies or increase our prices to offset them.


Changes in the labor market in the countries in which we operate may affect margins in our business.

 

In December 2014,all the Chilean government presentedcountries where we operate, we are exposed to the Chilean Congress a bill for a labor reform which could resultchanges in a more rigid labor market. This reform has been approved by the Chilean Congress but is currently pending resolution by the Constitutional Court. The main elements of the labor reform are the following:

·Collective bargaining coverage is expanded to certain employees who were prevented from exercising this right, such as apprentices, temporary workersmarket that could affect our profitability and others.

·Unions are recognized as the only party entitled to exercise the right to collectively bargain on behalf of the workers.

·Benefits obtained by a unionfuture growth. These changes could include fluctuations in the course of a negotiation are extended for the benefit of any worker joining that union after the negotiation has concluded. The extension of said benefits to employees would be contingent to the assent of each union.

·Collective bargaining agreements currentlylabor supply, as well as changes in effect would constitute a floor for the negotiation of new conditions of employment. The financial situation of the company or business as of the date of discussions for a new agreement would not have any bearing on ongoing negotiations.

·The employer's right to replace those workers participating in a strike with current or new employees while the strike is taking place is curtailed.

·Modification of the definition of “minimum services” through “emergency teams” for which unions are obliged to provide the personnel required. These minimum services should be of a certain minimum level to prevent accidents and protect the equipment.

·Matters that may be subject to collective bargaining agreements are expanded, allowing the negotiation of more flexible workdays, adaptable systems andlabor legislation, among others.

·Unions may annually request from large companies information regarding the remunerations and duties associated with each category of employees.

In Argentina, the high levels of inflation couldand union pressure may affect our salary expenses.

The foregoing, as well as the implementation of new labor regulations, could have an adverse effect on our expenses and negatively affect our margins.

 

We depend upon the renewal of certain license agreements to maintain our current operations.

 

Most of our license agreements include certain conditions that must be met during their term, as well as provisions for their renewal at their expiry date. We cannot assureguarantee that such conditions will be fulfilled, and therefore that the agreements will remain in place until their expiration or that they will be renewed, or that any of these contracts will not undergo early termination. TerminationWhile approximately two-thirds of our sales volume are derived from private label products, the termination of, or failure to renew our existing license agreements, could have an adverse impact on our operations.

 

9


Consolidation in the supermarket industry may affect our operations.

 

The Chilean supermarket industry has gone through a consolidation process, increasingwhich has increased the importance and purchasing power of a few supermarket chains. As a result, we may not be able to negotiate favorable prices, which may adverselycould negatively affect our sales and profitability.

 

Additionally, and despite having insurance coverage, this supermarket chain consolidation has the effect of increasing our exposure to counterparty credit risk, given the fact that we have more exposure in the event one of these large customers fails to honorfulfill its payment obligations to us for any reason.

 

DependenceWe depend on a single supplier for some important raw materials.

 

In the case of aluminum cans, both in Chile and Argentina, we purchase from a single supplier, Rexam,Ball, which has production plants in both countries. However, cansif necessary, we could also be importedimport aluminum cans from other Rexam plants from the same supplier or from alternative suppliers in the region. We have long term contracts forIn Argentina, we purchase malt in Chile and in Argentina. We purchase one way polyethylene terephthalate resins (“PET”) from severalsuppliers located in China, Mexico and US and ina single supplier, Cargill, whose malt operations were recently acquired by Boortmalt. In the past, we have also purchasednot experienced significant malt supply interruptions in Argentina. While we have alternatives in procuring our supplies, if we were to experience disruptions in our supply chainHowever, we cannot assure youguarantee that we will be ablenot encounter a malt supply disruption in the future, nor can we guarantee that we will have the ability to obtain replacement supplies at favorable pricing or advantageous terms, which may adversely affect our future results.


 

Water supply is essential to the development of our businesses.

 

Water is an essential component for beer, soft drinks, mineralthe production of our beverage products and purified water.the irrigation of our fields. While we have adopted policies for the responsible and sustainable use of water, a failure in our water supply or contamination of our wells could negatively affect our sales and profitability.

 

The Chilean Congress is currently discussing a bill that provides, among others, for a new regime of temporary water rights, which would apply to future water rights that are granted. The bill would also introduce a system of revocation of water rights, for those not in use. This bill could undergo modifications during its discussion in the Chilean Congress. After its enactment,The effects of any such regulations willcannot be required forascertained at this time, but may result in the implementation of the new regime,Company losing certain water rights, which is not expected to occur during the year 2016.could adversely affect our future results.

 

The supply, production and logistics chain is key to the timely supply of our products to consumer centers.

 

Our supply, production and logistics chain is crucial for the delivery of our products to consumer centers. An interruption or a significant failure in this chain may negatively affect our results, if the failure is not quickly resolved. An interruption in the chain could be caused by various factors, such as strikes, riots,utility shutdowns such as customs and ports, planning errors of our suppliers, terrorism, safety failures, complaints by communities, or other factors which are beyond our control.

 

If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

 

We are increasingly dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information. In particular, we depend on our information technology infrastructure, including data centers, for digitalsales, production, planning and logistics, marketing activities and electronic communications within the Company and with our clients, suppliers and our subsidiaries. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent such breaches, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information. The Company has taken measures to create a backup structure for its critical systems, but we cannot assure you that these measures will be sufficient.

 

10


Possible regulations for labeling materials and promotion of alcoholic beverages and other food products in Chilethe countries in which we operate could adversely affect us.

 

CurrentlyLaw N° 20,606 of 2012 and Law N° 20,869 of 2015, relating to the Nutritional Composition of Foods and their Advertising and the complementary regulations, in force since June 2016, establish certain restrictions on the advertising, labelling and marketing of foods classified as "high" in certain defined critical nutrients, which affects a part of our portfolio of non-alcoholic beverages. We cannot assure you that this regulation will not have an impact on our sales volumes and, therefore, on our results.

A bill that modifies lawLaw N° 18,455, is in the third phase of being passed. The bill fixeswhich sets standards for the production, elaboration and commercialization of ethyl alcohol, alcoholic beverages and vinegar.vinegar, is currently in the legislature. The bill aims to establish restrictions on promotion material, labeling and commercialization of alcoholic beverages, including warnings about the consumption of alcohol on labeling and promotionpromotional materials, restrictions in hourson the time of promotionday of promotions and the prohibition of participation inpromotions during sports and cultural events, among others. A regulatory change of this nature willwould affect our alcoholalcoholic beverages portfolio and certain marketing activities.

 

On June 26, 2015 decree N° 13 of the Ministry of Health was published which modifies the Sanitary Food Products Regulations (DC 977 of the Ministry of Health) and enforces Law N° 20,606 of 2012 regarding the nutritional composition of food products and its promotion. Both regulations establish certain restrictions on promotion material, labeling, and commercialization of these products that have been classified as being “high” in calories or any of the defined critical nutrients, such as sodium, sugar and saturated fats. Additionally on November 13, 2015 Law N° 20,869 regarding the promotion of food products was published, restricting the time of day promotions for products high in calories or any of the defined critical nutrient can be aired on television and in the cinema.


This law will become effective as of June 27, 2016 and will affect a portion of our non-alcoholic portfolio. We are taking measures to mitigate the impact of this new law, though we cannot assure that these measures will be successful.

If further proposed bills are passed,legislation or other regulations restrictingthat restrict the sale of alcoholic or non-alcoholic beverages or sweet snacks are enacted, thisis passed, it could affect the consumption of our products and, as a consequence, negativelyadversely impact our business.

 

New applicable environmental regulations may negativelycould affect our profitability and reputation.business.

CCU’s operations are subject to environmental regulations at local, national and international levels.environmental norms and regulations. These regulations cover, among other things, emissions, noise, disposal of solid and liquid wastes, and other activities inherent to our industry In Chile a bill has been approved by the Chilean Congress that establishesindustry. On this topic, on June 1, 2016 Law N° 20,920 was enacted and established a framework for waste management and extended producer responsibility, also known as theand stimulation of recycling law,(“REP Law”), with the objective of lowering the generation of waste of proprietarypriority products as determined by the bill and fostering recycling of the waste.

On November 30, 2017, the Regulations on Procedures of the REP Law were published. During 2018, regulations were issued that established the collection, valorization and other associated obligations for tires, and we expect regulations for the collection, valorization and other associated obligations for packaging materials to be issued in 2019 (see “Item 4: Information on the Company – E. Environmental Matters”). CCU places special carehas been actively participating through the associations that represent the different industrial areas, in public and dedicates constant efforts to the compliance with environmental regulations. Modifications to the existing regulation might involve new costs and investments by the Company.

Our products are taxed with different duties, particularlyprivate discussion panels with respect to excise taxes on the consumption of alcoholicdevelopment and non-alcoholic beverages.

The Argentine ad valorem excise tax is 8.7% for beer, and the Chilean ad valorem excise tax is 20.5% for beer and wine, 31.5% for spirits, 18% for non-alcoholic beverages containing more than 15 gr./240ml. of sugar and 10% for non-alcoholic beverages containing 15 gr./240ml. or less of sugar. An increase in the rateimplementation of these or any other tax could negatively affect our sales and profitability.

Currency fluctuations may affect our profitability.

Because we purchase some of our supplies at prices set in U.S. dollars, and export wine in U.S. dollars, Canadian dollars, euros and pounds, we are exposed to foreign exchange risks that may adversely affect our financial condition and the results of our operations. Therefore, any future changes in the valuenew regulations. Although none of the Chilean peso against said currencies would affect the revenues of our wine export business,above environmental regulations, as well as the cost of several of our raw materials, especially in the beer and soft drink businesses where prices of raw materials are indexedthey currently stand, represent a meaningful risk to the U.S dollar. The effect of the exchange rate variation on export revenues wouldCompany's operations, possible future regulations could have an oppositea significant effect on the cost of raw materials expressed in Chilean peso terms.our business.

 

Catastrophic events in the marketsregions in which we operate could have a materialsignificant adverse effect on our financial condition.

 

Natural disasters, climate change terrorism, pandemics, strikesimpact events or other catastrophic events could impair our ability to manufacture, distribute or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to manage such events effectively if they occur, could adversely affect our sales volume, cost and supply of raw materials, earnings and could have a materialsignificant effect on our business, operational results, and financial position.

 

In 2015 Chile washas been affected in the past by several natural disasters, including the large floods, mudslides and mudflows in several towns of the Antofagasta, Atacama and Coquimbo regions during March 2015, and an 8.4 magnitude earthquake in the northern regions of Chile, followed by a tsunami on September 17, 2015.forest fires. These events did not have a significant effect on our operations.


Aoperations, although a future earthquake, tsunami or other natural disaster, however,catastrophic event could have a significant effect on our business, results of operations and financial condition.

 

If we are unable to maintain the image and quality of our products and a good relationship with our clients and consumers, our financial results may suffer.

 

The image and quality of our products is essential for ourthe success and growth.development of the Company. Problems with product quality could tarnish the reputation of our products and may adversely affect our sales revenues.

The Company must also ensure that our sales force provides good customer service and adapts to fulfill the needs and preferences of our consumers. If we are unable to financemaintain a good relationship with our operations weclients and consumers, our financial results may be adversely affected.suffer.

11


A global liquidity crisis or an increase in financial interest rates may eventually limit our ability to obtain the cash needed to fulfill our commitments. Sales could also be affected by a global disruption if consumption decreases sharply, placing stress on our cash position.

RISKS RELATING TO OUR ADSs

We are controlled by one majority shareholder, whose interests may differ from those of holders of our ADSs, and this shareholder may take actions that adversely affect the value of a holder’s ADSs or common stock.

 

As of March 31, 2016,2019, Inversiones y Rentas S.A. (“IRSA”) a Chilean closedclosely held corporation, directly and indirectly owned 60.0% of our shares of common stock. Accordingly, IRSA has the power to control the election of most members of our board of directors and its interests may differ from those of the holders of our ADSs. IRSA also has significant influence in determining the outcome of any corporate transaction submitted to our shareholders for approval, including mergers, consolidations, the sale of all or substantially all of our assets and going-private transactions. In addition, actions by IRSA with respect to the disposal of the shares of common stock that it owns, or the perception that such actions may occur, may adversely affect the trading prices of our ADSs or common stock.

 

Chilean economic policies, currency fluctuations, exchange controls and currency devaluations may adversely affect the price of our ADSs.

 

The Chilean government’s economic policies and any future changes in the value of the Chilean pesoCLP relative to the U.S. dollarUSD could adversely affect the dollarUSD value and the return on any investment in our ADSs. The Chilean pesoCLP has been subject to large nominal devaluations and appreciations in the past and may be subject to significant fluctuations in the future. For example, inwhen comparing the period from December 31, 2014 to December 31, 2015, the daily average value ofexchange rates for each period, the Chilean peso relative todepreciated against the U.S. dollar increasedUSD by15% 3.5% in nominal terms, whereas2016, appreciated by 4.1% in 2017, and appreciated by 1.4% in 2018. When comparing the year end value increased by 17% based on the observed exchange rate for U.S. dollars on those dates.as of the end of each period, the Chilean peso depreciated against the USD by 5.7% in 2016, appreciated by 8.2% in 2017, and depreciated 13.0% in 2018. See “Item 3: Key Information – A. Selected Financial Data – Exchange Rates.”Rates”.

 

While our ADSs trade in U.S. dollars,USD, Chilean trading in the shares of our common stock underlying our ADSs is conducted in Chilean pesos.CLP. Cash distributions to be received by the depositary for the shares of our common stock underlying our ADSs will be denominated in Chilean pesos.CLP. The depositary will translate any Chilean pesosCLP received by it to U.S. dollarsUSD at the then-prevailing exchange rate with the purpose of making dividend and other distribution payments on the ADSs. If the value of the Chilean pesoCLP declines relative to the U.S. dollar,USD, the value of our ADSs and any distributions to holders of our ADSs received from the depositary may be adversely affected. See “Item 8: Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy and Dividends.”Dividends”.

 

For example, since our consolidated financial statements are reported in Chilean pesos,CLP, a decline in the value of the Chilean pesoCLP against the dollar would reduce our earnings as reported in U.S. dollars.USD. Any dividend we may pay in the future would be denominated in Chilean pesos.CLP. A decline in the value of the Chilean pesoCLP against the U.S. dollarUSD would reduce the U.S. dollarUSD equivalent of any such dividend. Additionally, in the event of a dividend or other distribution, if exchange rates fluctuateduring any period of time when the ADS depositary cannot convert a foreign currency into dollars, a holder of our ADSs may lose some of the value of the distribution. Also, since dividends in Chile are subject to withholding taxes, which we retain until the following year when the exact amount to be paid is determined, if part of the retained amount is refunded to the shareholders, the amount received by holders of our ADSs would be subject to exchange rate fluctuations between the two dates.


 

Holders of our ADSs may be subject to certain risks due to the fact that holders of our ADSs do not hold shares of our common stock directly.

 

In order to vote at shareholders’ meetings, ifADS holders may exercise voting rights associated with common stock only in accordance with the deposit agreement governing our ADSs. Accordingly, ADS holders will face practical limitations when exercising their voting rights because ADS holders must first receive a holder is not registered on the booksnotice of the ADS depositary, the holder of our ADSs is required to transfer their ADSs for a certain number of days before a shareholders’ meeting into a blocked account established for that purpose by the ADS depositary. Any ADSs transferred to this blocked account will not be available for transfer during that time. If a holder of our ADSs is registered on the books of the ADS depositary, the holder must give instructions to the ADS depositary not to transfer such holder’s ADSs during such period before the shareholders’ meeting. A holder of our ADSs must therefore receive voting materials from the depositary and may then exercise their voting rights by instructing the depositary, on a timely basis, on how they wish to vote. This voting process necessarily will take longer for ADS holders than for direct common stock holders, who are able to exercise their vote by attending our shareholders’ meetings. Therefore, if the depositary sufficiently in advance in orderfails to make these transfersreceive timely voting instructions from some or all ADS holders, the depositary will assume that ADS holders agree to give these instructions. There can be no guarantee that a holder of ourdiscretionary proxy to a person designated by us to vote their ADSs willon their behalf.Furthermore, ADS holders may not receive voting materials in time to instruct the ADS depositary on how to vote. It is possible thatAccordingly, ADS holders may not be able to properly exercise their voting rights.

12


The right of a holder of our ADSs to force us to purchase the underlying shares of our common stock pursuant to Chilean corporate law upon the occurrence of certain events may be limited.

Because of the absence of legal precedent as to whether a shareholder that has voted both for and against a proposal, such as the depositary of our ADSs, may exercise withdrawal rights (as described in “Item 10. Additional Information – B. Memorandum and Articles of Association”) with respect to those shares voted against the proposal, there is doubt as to whether a holder of ADSs will not have the opportunitybe able to exercise a right to vote at all. Additionally,withdrawal rights either directly or through the depositary for the shares of our common stock represented by their ADSs. Accordingly, for a holder of our ADSs to exercise its appraisal rights, it may not receive copies of all reports from us orbe required to surrender its ADRs, withdraw the ADS depositary. A holdershares of our common stock represented by its ADSs, may have to arrange withand vote the ADS depositary’s offices to inspect any reports issued.shares against the proposal.

 

In the past, Chile has imposed controls on foreign investment and repatriation of investments that affected investments in, and earnings from, our ADSs.

 

Equity investments in Chile by persons who are not Chilean residents have historically been subject to various exchange control regulations that restrict repatriation of investments and earnings therefrom. In April 2001, the Central Bank eliminated most of the regulations that affected foreign investors, although foreign investors still have to provide the Central Bank with information related to equity investments and must conduct such operations within the formal exchange market. Additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them, the repatriation of the proceeds from such disposition or the payment of dividends may be imposed in the future, and we cannot advise you as to the duration or impact of such restrictions if imposed. See also “Item 10: Additional Information D. Exchange Controls”.

 

If for any reason, including changes in Chilean law, the depositary for our ADSs were unable to convert Chilean pesosCLP to U.S. dollars,USD, investors would receive dividends and other distributions, if any, in Chilean pesos.

The right of a holder of our ADSs to force us to purchase the underlying shares of our common stock pursuant to Chilean corporate law upon the occurrence of certain events may be limited.

In accordance with Chilean laws and regulations, any shareholder that votes against certain corporate actions or does not attend the meeting at which certain corporate actions are approved and communicates to the corporation their dissent in writing within the time period established by law may exercise a withdrawal right, tender their shares to the company and receive cash compensation for their shares, provided that the shareholder exercises their rights within the prescribed time periods. See “Item 10: Additional Information–Memorandum and Articles of Association–Rights, preferences and restrictions regarding shares.” In our case, the actions triggering a right of withdrawal include the approval of:

·our transformation into a different type of legal entity;


·our merger with and/or into another company;

·the transfer of 50% or more of our corporate assets, whether or not liabilities are also transferred, to be determined according to the balance sheet of the previous fiscal year, or the proposal or amendment of any business plan that contemplates the transfer of assets exceeding said percentage; the disposition of 50% or more of the corporate assets of a subsidiary, which represents at least 20% of the assets of the corporation, as well as any disposition of shares which results in the parent company losing its status as controller;

·the granting of real or personal guarantees to secure third-party obligations exceeding 50% of the corporate assets except when the third party is a subsidiary of the company (in which case approval of the board of directors will suffice);

·the creation of preferences for a series of shares or the increase, extension or reduction in the already existing ones. In this case, only dissenting shareholders of the affected series shall have the right to withdraw;

·curing certain formal defects in our charter which otherwise would render it null and void or any modification of our bylaws that grant this right; and

·other cases provided for by statute or in our bylaws, if any.

In addition, shareholders may withdraw if a person becomes the owner of two-thirds or more of the outstanding shares of the corporation as a consequence of a share acquisition and such person does not make a tender offer for the remaining shares within 30 days from the date of such acquisition.

Minority shareholders are also granted the right to withdraw when the controller acquires more than 95% of the shares of an open stock corporation.

Our bylaws do not provide for additional circumstances under which shareholders may withdraw.

Because of the absence of legal precedent as to whether a shareholder that has voted both for and against a proposal, such as the depositary of our ADSs, may exercise withdrawal rights with respect to those shares voted against the proposal, there is doubt as to whether a holder of ADSs will be able to exercise withdrawal rights either directly or through the depositary for the shares of our common stock represented by their ADSs. Accordingly, for a holder of our ADSs to exercise its appraisal rights, it may be required to surrender its ADRs, withdraw the shares of our common stock represented by its ADSs, and vote the shares against the proposal.CLP.

 

Preemptive rights to purchase additional shares of our common stock may be unavailable to holders of our ADSs in certain circumstances and, as a result, their ownership interest in our Company may be diluted.

 

TheLey sobre Sociedades Anónimas N° 18,046 ((“Chilean Corporations Act”) and theReglamento de Sociedades Anónimas,, require us, whenever we issue new shares for cash, to grant preemptive rights to all holders of shares of our common stock, including shares of our common stock represented by ADSs, giving those holders the right to purchase a sufficient number of shares to maintain their existing ownership percentage. We may not be able to offer shares to holders of our ADSs pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares unless a registration statement under the Securities Act is effective with respect to those rights and shares, or an exemption from the registration requirements of the Securities Act is available.

 


We intend to evaluate at the time of any future offerings of shares of our common stock the costs and potential liabilities associated with any registration statement as well as the indirect benefits to us of enabling U.S. owners of our ADSs to exercise preemptive rights and any other factors that we consider appropriate at the time, before making a decision as to whether to file such a registration statement. We cannot assure you that any such registration statement would be filed.

 

To the extent that a holder of our ADSs is unable to exercise their preemptive rights because a registration statement has not been filed, the depositary will attempt to sell the holder’s preemptive rights and distribute the net proceeds of the sale, net of the depositary’s fees and expenses, to the holder, provided that a secondary market for those rights exists and a premium can be recognized over the cost of the sale. A secondary market for the sale of preemptive rights can be expected to develop if the subscription price of the shares of our common stock upon exercise of the rights is below the prevailing market price of the shares of our common stock. Nonetheless, we cannot assure you that a secondary market in preemptive rights will develop in connection with any future issuance of shares of our common stock or that if a market develops, a premium can be recognized on their sale. Amounts received in exchange for the sale or assignment of preemptive rights relatingrightsrelating to shares of our common stock will be taxable in Chile and the United States. See “Item 10: Additional Information –Taxation–– E. Taxation – Chilean Tax Considerations –Capital– Capital Gains” and “–United States Federal IncomeTax Considerations–Income Tax Considerations – Taxation of Capital Gains.”Gains”. If the rights cannot be sold, they will expire and a holder of our ADSs will not realize any value from the grant of the preemptive rights. In either case, the equity interest of a holder of our ADSs in us will be diluted proportionately.

13


 

ITEM 4: Information on the Company

 

A.History and Development of the Company

 

Our current legal and commercial name is Compañía Cervecerías Unidas S.A. We were incorporated in the Republicare a public corporation (sociedad anónima abierta) organized by means of Chile ina public deed dated January 8, 1902, as an open stock corporation, following the merger of two existing breweries, one of which traces its origins back to 1850, when Mr. Joaquín Plagemann founded one of the first breweries in Chile in(in Valparaíso.so). By 1916, we owned and operated the largest brewing facilities in Chile. Our operations have also included the production and marketingcommercialization of soft drinks since the beginning of the last century, the bottling and selling of mineral water products since 1960, the production and marketingcommercialization of wine since 1994, the production and marketingcommercialization of beer in Argentina since 1995, the production and marketingcommercialization of pisco since 2003 and the production and marketingcommercialization of rum since 2007. Also, we had been involved in the production and commercialization of sweet snacks products sincefrom 2004 and the production and marketing of rum since 2007.until December 2018.

 

We are subject to a full range of governmental regulation and supervision generally applicable to companies engaged in business in Chile, Argentina, Bolivia, Colombia, Paraguay, Peru and Uruguay. These regulations include labor laws, social security laws, public health, consumer protection and environmental laws, securities laws, and antitrust laws. In addition, regulations exist to ensure healthyhealth and safesafety conditions in facilities for the production and distribution of beverages and sweet snacks products.

 

Our principal executive offices are located at Avenida Vitacura 2670, 23rd floor, Santiago, Chile. Our telephone number in Santiago is (56-2) 2427-3000, and our website is www.ccu.cl. Our authorized representative in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19715, USA, telephone number (302) 738-6680 and fax number (302) 738-7210. The information on our website is not incorporated by reference into this document.

 

In 1986, IRSA, our current principalcontrolling shareholder, acquired its controlling interest in us through purchases of common stock at an auction conducted by a receiver who had assumed control of us following the economic crisis in Chile in the early 80’s, which resulted in our inability to meet our obligations to our creditors. IRSA, at that time, was a joint venture between Quiñenco S.A.(“Quiñenco”) and the Schörghuber Group from Germany, through its wholly owned subsidiary Finance Holding International B.V. (“FHI”) of the Netherlands.


To our knowledge, none of our common stock is currently owned by governmental entities. Our common stock is listed and traded on the principal Chilean stock exchanges. See “Item 7: Major Shareholders and Related Party Transactions.”

 

In September 1992, we issued 4,520,582 ADSs, each representing five shares of our common stock, in an international American Depositary Receipt (“ADR”) offering. The underlying ADSs were listed and traded on the NASDAQ, until March 25, 1999. Since that date, the ADSs have been listed and traded on the NYSE. On December 20, 2012, the ratio of ADSs to shares of common stock was changed from 1 to 5, to a new ratio of 1 to 2.

Prior to November 1994, we independently produced, bottled and distributed carbonated and non-carbonated soft drinks in Chile. In November 1994, we merged our soft drink and mineral water businesses with the one owned by Buenos Aires Embotelladora S.A. (“BAESA”) in Chile (PepsiCo’s bottler in Chile at that time) creating Embotelladoras Chilenas Unidas S.A. (“ECUSA”) for the production, bottling, distribution and commercialization of soft drink and mineral water products in Chile. Through ECUSA, we began producing PepsiCo brands under license. We have had control of ECUSA since January 1998, when the shareholders agreement was amended. On November 29, 1999 we purchased 45% of ECUSA’s shares owned by BAESA for approximately CLP 54,118 million. We currently own 99.98% of ECUSA’s shares. In January 2001, ECUSA and SchweppesHoldings Ltd. signed an agreement to continue bottling Crush and Canada Dry brands. See “Item 4. B. Business Overview – 4. Production and Marketing – Chile Operating segment”.

14


In 1994 we purchased 48.4% of the equity of the Chilean wine producer Viña San Pedro S.A. (“VSP”) for approximately CLP 17,470 million. During the first half of 1995, VSP’s capital was increased by approximately CLP 14,599 million, of which we contributed approximately CLP 7,953 million. From August through October 1997, VSP’s capital was increased again by approximately CLP 11,872 million, of which we contributed approximately CLP 6,617 million, plus approximately CLP 191 million in additional shares bought during October 1997 in the local stock market. Furthermore, in October 1998 and during 1999, we purchased additional shares in VSP through the local stock exchanges for an amount of approximately CLP 5,526 million. From March through June 1999, VSP’s capital was increased by approximately CLP 17,464 million, of which we contributed approximately CLP 10,797 million.

In December 1995, we entered into a joint venture agreement pursuant to which Anheuser-Busch acquired a 4.4% interest in CCU Argentina. The agreement involved two different contracts: an investment and a licensing contract. Through CCU Argentina, we began our expansion into Argentina by acquiring an interest in two Argentine breweries: 62.7% of the outstanding shares of Compañía Industrial Cervecera S.A. (“CICSA”), were acquired during January and February 1995 and 98.8% of the outstanding shares of Cervecería Santa Fe S.A. (“CSF”), were acquired in September 1995. In 1997, CCU Argentina increased its interest in CICSA to 97.2% and in CSF to 99.9% through the purchase of non-controlling interests. In January 1998, we decided to merge these two breweries into one company operating under the name of CICSA. Following the merger, CCU Argentina’s interest in CICSA was 99.2%. In April 1998, CCU Argentina completed the purchase of the brands and assets of Cervecería Córdoba S.A. As of mid 1998, after the resolution of certain labor issues, we began the production of the Córdoba brand at our Santa Fe plant.

After a capital increase approved by our shareholders in October 1996, we raised approximately US$USD 196 million between December 1996 and April 1999. Part of this capital expansion was accomplished between December 1996 and January 1997 through our second ADR offering in the international markets. On December 20, 2012, the ratio of ADSs to shares of common stock was changed from 1 to 5, to a new ratio of 1 to 2.

 

On June 18, 2013 the extraordinary shareholders’ meeting approved the issuance of 51,000,000 of ordinary shares which were registered in the Securities Registry of the Superintendency of Securities and Insurance (“SVS”) under N°980 dated July 23, 2013. On November 8, 2013 CCU successfully concluded this capital increase, the total number of shares issued pursuant to the capital increase having been subscribed and paid, raising a total amount of CLP 331,718,929,410. This capital increase, representing our third ADR offering in the international markets, was made in order to continue our expansion plan, which includes organic and inorganic growth in Chile and the surrounding region.

To increase our presence in the premium beer segment, inIn November 2000, we acquired a 50% stake inand Malterías Unidas S.A. became joint owners (50% each) of Cervecería Austral S.A. (“Cervecería Austral”), a Chilean company located in the city of Punta Arenas that produces, sells and distributes Austral beer in Chile. Additionally, Cervecera CCU Chile Limitada (“Cervecería CCU”) has a two-year renewable license agreement, subject to compliance with an annualthe conditions established in the agreement, for the production capacity of 6.1Austral Lager beer, returnable liter containers and kegs in Chile and a distribution agreement for the sale and marketing of all Austral products in Chile, with the exception of the Magallanes Region, where selling and distribution is carried out by Comercial Patagona Ltda., a subsidiary of Cervecería Austral.

During 2000, VSP, through its subsidiary Finca La Celia S.A. (“FLC”), acquired the winery Finca La Celia in Mendoza, Argentina, initiating its international expansion, allowing VSP to include fine quality Argentine wines into its export product portfolio. In December 2001, Viña Santa Helena S.A. (“VSH”) created its own commercial and productive winemaking operation, distinct from its parent, VSP, under the Viña Santa Helena label in the Colchagua Valley. Between November 2000 and March 2001, VSP’s capital was increased by approximately CLP 22,279 million, liters. Further, inof which we contributed approximately CLP 13,402 million.

In May 2002, we acquired a 50% stake in Compañía Cervecera Kunstmann S.A., currently Cervecería Kunstmann S.A. (“CCK”CK”), a brewery located in the southern city of Valdivia.Valdivia, in Chile. In June 2003, our beer division began selling Kunstmann nationwide. In November 2006, we acquired additional shares of CK that allowed us to consolidate this subsidiary into our consolidated financial statements as of that month.

In February 2003, we began the sale of a new product for our beverage portfolio, pisco, under the brand Ruta Norte. Pisco is a grape spirit very popular in Chile that is produced in the northern part of the country. Our pisco, at that time, was only produced in the Elqui Valley in the Coquimbo Region and was sold throughout the country by our beer division sales force. In March 2005, we entered into an association with the second-largest pisco producer at that time, Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. (“Control”). This new joint venture was named Compañía Pisquera de Chile S.A. (“CPCh”), to which the companies contributed principally with assets, commercial brands and – in the case of Control – also some financial liabilities. Currently we own 80% of CPCh and Control owns the remaining 20%.

15


 

On April 17, 2003, the Schörghuber Group, at the time an indirect owner of 30.8% of our ownership interest, gave Quiñenco, also at the time an indirect owner of 30.8% of our ownership interest, formal notice of its intent to sell 100% of its interest in FHI to Heineken Americas B.V., a subsidiary of Heineken International B.V. As a result of the sale, Quiñenco and Heineken Americas B.V., the latter through FHI, became the only two shareholders of IRSA, the owner of 61.6% of our equity at that time, each with a 50% interest in IRSA. Heineken International B.V. and FHI subsequently formed Heineken Chile Ltda., to hold the latter’s 50% interest in IRSA. Therefore, Quiñenco and Heineken Chile Ltda. are the only two current shareholders of IRSA, with a 50% equity each. On December 30, 2003, FHI merged into Heineken Americas B.V., which together with Heineken International B.V. remained as the only shareholders of Heineken Chile Ltda. At present IRSA owns, directly and indirectly, 60.0% of our equity.

 

Prior to November 1994, we independently produced, bottled and distributed carbonated and non-carbonated soft drinksIn August 2003, VSP formed Viña Tabalí S.A., a joint venture in Chile. We have produced and sold soft drinks in Chile since 1902 and spirits since 2003. In November 1994, we merged our soft drink and mineral water businessesequal parts with the one owned by Buenos Aires Embotelladora S.A. (“BAESA”) in Chile (PepsiCo’s bottler in Chile at that time) creating Embotelladoras Chilenas Unidas S.A. (“ECUSA”)Sociedad Agrícola y Ganadera Río Negro Ltda., for the production bottling, distribution and marketing of soft drink and mineral water products in Chile. Through ECUSA, we began producing PepsiCo brands under license (currently Pepsi, Pepsi Light, Seven Up, Seven Up Light, Mirinda, Gatorade and Lipton Ice Tea). We have had control of ECUSA since January 1998, when the shareholders agreement was amended. On November 29, 1999 we purchased 45% of ECUSA’s shares owned by BAESA for approximately CLP 54,118 million. We currently own 99.93% of ECUSA’s shares. In January 2001, ECUSA and Schweppes Holdings Ltd. signed an agreement to continue bottling Crush and Canada Dry brands. See “– Production and Marketing – Chile Operating segment.” In December 2015 CCU started to distribute Red Bull in Chile.


In October 2013, CCU, together ECUSA, executed a series of contracts and agreements with PepsiCo Inc. and affiliates, which allowed them to expand their current relationshippremium wines. This winery is located in the non-alcoholic beverages segment with specific focus on carbonated soft drinks, as well as extending its long term duration. The performance of ECUSA as PepsiCo Inc.’s bottler has been recognized by the latter on several occasions including the award granted to ECUSA in Bangkok as Bottler of the YearLimarí Valley, Chile’s northernmost winemaking region, which is noted for the Latin America Region. In 2014, ECUSA received the distinctionproduction of “PepsiCo Global Bottler of the Year” from over 200 bottlers worldwide.outstanding wines.

 

In January 2004, we entered the sweet snacks business by means of a joint venture between our CCU Inversiones S.A. and Industria Nacional de Alimentos S.A,S.A., a subsidiary of Quiñenco, with a 50% interest each in Calaf S.A. (which has been, which was renamed Foods Compañía de Alimentos CCU S.A. (“Foods”), or Foods, a corporation that acquired the trademarks, assets and know-how, among other things, of Calaf S.A.I.C. and Francisca Calaf S.A., traditional Chilean candy makers, renowned for more than a century. In 2007 we acquired the brand Natur, adding a new line of products to our ready-to-eat portfolio. In August 2008, Foods bought 50% of Alimentos Nutrabien S.A. (“Nutrabien”), a company specializingthat specializes in muffinsbrownies and other high quality home-made productshigh-quality baked goods under the brand Nutrabien.

In 2007 weOctober 2004, VSP acquired the well-known Manquehuito Pop Wine brand, Natur, adding cereal barsa sparkling fruit-flavored wine with low alcohol content, broadening its range of products. At VSP’s extraordinary shareholders meeting held on July 7, 2005, the shareholders approved a capital increase that was to our portfolio. In 2015 we sold the brands Calafbe partially used for stock option programs. During October and Natur to Empresas Carozzi S.A. (“Carozzi”), leaving Foods with only the Nutrabien brand.November 2005, VSP’s capital was increased by approximately CLP 346 million. We did not participate in this capital increase.

 

In December 2006, we signed a joint venture agreement with Watt’s S.A. (“Watt’s”), a local food related company, under which, as of January 30, 2007, we participate in equal parts in Promarca S.A. (“Promarca”). This new company owns, among others, the brands “Watt’s,”“Watt’s”, “Watt’s Ice Frut,”Frut”, “Yogu Yogu” and “Shake a Shake” in Chile. Promarca granted both of its shareholders (New Ecusa S.A., a subsidiary of ECUSA, and Watt´sWatt’s Dos S.A,S.A., a subsidiary of Watt´s S.A)Watt’s S.A.), for an indefinite period, the exclusive licenses for the production and sale of the different product categories.

In December 2007, we entered into an agreement with Nestlé Chile S.A. and Nestlé Waters Chile S.A., the latter of which acquired a 20% interest in our subsidiary Aguas CCU-Nestlé Chile S.A. (“Aguas CCU”), the company through which we develop our bottled water business in Chile. As part of this new association, Aguas CCU introduced in 2008 the Nestlé Pure Life brand in Chile. Nestlé Waters Chile S.A. had a call option to increase its ownership in Aguas CCU by an additional 29.9%, which expired on June 5, 2009. On June 4, 2009 ECUSA received a notification from Nestlé Waters Chile S.A. exercising its irrevocable option to buy 29.9% of Aguas CCU equity, within the scope of the association contract. The completion of the deal represented a profit before taxes for ECUSA of CLP 24,439 million. On September 30, 2009 in extraordinary shareholders’ meetings, Aguas CCU and Nestlé Waters Chile S.A. approved the merger of Nestlé Waters Chile S.A. and Aguas CCU. The current shareholders of Aguas CCU are ECUSA (50.10%) and Nestlé Chile S.A. (49.90%).

In December 2012, Aguas CCU completed an acquisition of 51.01% of the company Manantial S.A. (“Manantial”), a Home and Office Delivery (“HOD”) business of purified water in bottles with the use of dispensers. The partnership enabled Aguas CCU to participate in a new business category. The shareholders agreement of Manantial included a call option to purchase the remaining shares. On January 29, 2016 Aguas CCU and ECUSA exercised the call option, acquiring 48.07% and 0.92% of the shares of Manantial respectively. As a consequence, Compañía Cervecerías Unidas S.A. is currently the indirect owner of 100% of the shares of Manantial, remaining as the only direct shareholders of Manantial: (i) Aguas CCU with 99.08% of the capital stock, and (ii) ECUSA with 0.92% of the capital stock.

In February 2003, we began the sale of a new product for our beverage portfolio, pisco, under the brand Ruta Norte. Pisco is a grape spirit very popular in Chile that is produced in the northern part of the country. Our pisco, at that time, was only produced in the Elqui Valley in Region IV of Chile and was sold throughout the country by our beer division sales force. In March 2005, we entered into an association with the second-largest pisco producer at that time, Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. (“Control”). This new joint venture was named Compañía Pisquera de Chile S.A. (“CPCh”), to which the companies contributed principally with assets, commercial brands and – in the case of Control – also some financial liabilities. Currently we own 80% of CPCh and Control owns the remaining 20%. In May 2007, CPCh entered the rum marketwith our proprietary brand Sierra Morena and later, in 2008, added new rum brand extensions and introduced various pisco based cocktails. Since 2011, our international strategy has focused on exports to Argentina, the United States and Asia, including Russia. CPCh signed a licence agreement for the commercialization and distribution in Chile of the pisco brand Bauzá. In addition, CPCh acquired 49% of the licensor company Compañía Pisquera Bauzá S.A. (“Bauza”), owner of the brand in Chile. In January 2016, CPCh sold its interest in Bauzá to Agroproductos Bauzá S.A. Furthermore, during 2011 CPCh began the distribution of Pernod Ricard products in Chile.


In December 1995, we entered into a joint venture agreement pursuant to which Anheuser-Busch Incorporated acquired a 4.4% interest in Compañía Cervecerías Unidas Argentina S.A. (“CCU Argentina”). The agreement involved two different contracts: an investment and a licensing contract. In 2008, the licensing contract was extended until 2025 and grants CCU Argentina the exclusive right to produce, package, market, sell and distribute Budweiser beer in Argentina. After subsequent capital increases, the last one in June 2008, Anheuser-Busch Incorporated reduced its interest in CCU Argentina to 4.04% and we increased our participation to 95.96%. In December 2010, our subsidiary Inversiones Invex CCU Ltda. acquired a 4.04% equity stake in CCU Argentina from Anheuser-Busch Investment, S.L. After the acquisition, CCU, through its subsidiary Inversiones Invex CCU Ltda., became the sole equity holder of CCU Argentina. This transaction had no effect on the Budweiser brand production and distribution contract which expires in 2025 (in 2015 for the distribution of the brand in Chile). Currently, CCU´s subsidiaries Inversiones Invex CCU Ltda. and Inversiones Invex CCU Dos Ltda. own 80.649% and 19.351%, respectively, of CCU Argentina´s share capital.

Through CCU Argentina, we began our expansion into Argentina by acquiring an interest in two Argentine breweries: 62.7% of the outstanding shares of Compañía Industrial Cervecera S.A. (“CICSA”), were acquired during January and February 1995 and 98.8% of the outstanding shares of Cervecería Santa Fe S.A. (“CSF”), were acquired in September 1995. In 1997, CCU Argentina increased its interest in CICSA to 97.2% and in CSF to 99.9% through the purchase of non-controlling interests. In January 1998, we decided to merge these two breweries into one company operating under the name of CICSA. Following the merger, CCU Argentina’s interest in CICSA was 99.2%. In April 1998, CCU Argentina completed the purchase of the brands and assets of Cervecería Córdoba S.A. for US$8 million. After the resolution of certain labor issues, we began the production of the Córdoba brand at our Santa Fe plant from the middle of 1998. In April 2008, we bought the Argentine brewer Inversora Cervecera S.A. (“ICSA”) after receiving the approval of the Argentine antitrust authorities. CICSA paid an aggregate amount of US$88 million to acquire ICSA. ICSA owns, among other assets, the Bieckert, Palermo and Imperial beer brands, which together represented approximately 5.8% of the Argentine beer market, and a brewery in Luján, Buenos Aires, with a nominal production capacity of 270 million liters per year. On December 27, 2010, CICSA acquired equity interests in Saénz Briones S.A. and Sidra La Victoria S.A. Through this transaction, CICSA became the controlling shareholder of these companies. These companies own the assets used in the production, packaging and marketing of cider and other spirits businesses in Argentina, which are marketed through several brands, including Sidra Real and Sidra La Victoria. In 2011, we started to export Schneider beer to Paraguay through Bebidas del Paraguay S.A (“Bebidas del Paraguay”), and in 2013 to Uruguay through Milotur S.A. (“Milotur”). In 2012 we signed an agreement by virtue of which we have the exclusive right to produce Heineken beer in Argentina and distribute it in Paraguay. In 2013 we started exporting Heineken to Uruguay through Milotur and in 2015 to Bolivia through Bebidas Bolivianas BBO S.A. (“BBO”). Together, both brands represented 2.0% of the total beer sales volume of CCU Argentina in 2015. Exports to Paraguay, Uruguay and Bolivia represented 84% of CCU Argentina’s total exports in 2015. As of June 6, 2014, CICSA reached agreements with Cervecería Modelo S. de R.L. de CV. and Anheuser-Busch LLC, for the termination of the contract which allows CICSA to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay. CICSA received compensation in respect of these agreements in the amount of ARS 277.2 million, equivalent to US$34.2 million.


In September 2012, CCU acquired 100% of the shares of the Uruguayan companies Milotur S.A., Marzurel S.A. and Coralina S.A. and, indirectly, of Andrimar S.A., a wholly-owned subsidiary of Milotur S.A. These companies own the assets of a business developed in Uruguay that engages in the production and marketing of bottled mineral waters under the Nativa brand, and carbonated soft drinks under the Nix brand. This acquisition is in line with the Company’s strategic plan, which seeks to expand its activities into new markets. Milotur, our afilliate in Uruguay, also commercializes Schneider and Heineken beer brands, the latter due to an amendment to the trademark license agreement in force with Heineken Brouwerijen B.V.

In December 2013, CCU acquired 50.005% of Bebidas del Paraguay, and 49.959% of Distribuidora del Paraguay S.A., entering the Paraguayan market with the production, marketing and sale of non-alcoholic beverages, such as soft drinks, juices and water, and import, marketing and sale of beer, under various brands, both proprietary and under licensees and imported.

In 1994 we purchased 48.4% of the equity of the Chilean wine producer Viña San Pedro S.A. (“VSP”, today “VSPT” as described below) for approximately CLP 17,470 million. During the first half of 1995, VSPT’s capital was increased by approximately CLP 14,599 million, of which we contributed approximately CLP 7,953 million. From August through October 1997, VSPT’s capital was increased again by approximately CLP 11,872 million, of which we contributed approximately CLP 6,617 million, plus approximately CLP 191 million in additional shares bought during October 1997 in the local stock market. Furthermore, in October 1998 and during 1999, we purchased additional shares in VSPT through the local stock exchanges for an amount of approximately CLP 5,526 million. From March through June 1999, VSPT’s capital was increased by approximately CLP 17,464 million, of which we contributed approximately CLP 10,797 million. During 2000, VSPT, through its subsidiary Finca La Celia S.A. (“FLC”), acquired the winery Finca La Celia in Mendoza, Argentina, initiating its international expansion, allowing VSPT to include fine quality Argentine wines into its export product portfolio. In December 2001, Viña Santa Helena (“VSH”) created its own commercial and productive winemaking operation, distinct from its parent, VSPT, under the Viña Santa Helena label in the Colchagua Valley. Between November 2000 and March 2001, VSPT’s capital was increased by approximately CLP 22,279 million, of which we contributed approximately CLP 13,402 million. In August 2003, VSPT formed Viña Tabalí S.A., a joint venture in equal parts with Sociedad Agrícola y Ganadera Río Negro Ltda., for the production of premium wines. This winery is located in the Limarí Valley, Chile’s northernmost winemaking region, which is noted for the production of outstanding wines. In October 2004, VSPT acquired the well-known Manquehuito Pop Wine brand, a sparkling fruit-flavored wine with low alcohol content, broadening its range of products. At VSPT’s extraordinary shareholders meeting held on July 7, 2005, the shareholders voted to increase the number of board members from 7 to 9 and approved a capital increase that was to be partially used for stock option programs. During October and November 2005, VSPT’s capital was increased by approximately CLP 346 million. We did not participate in this capital increase. Viña Misiones de Rengo S.A. and Viña Urmeneta S.A. merged into Viña Valles de Chile S.A., of which the latter is the legal successor, with effect as of June 2013 and  in May 2014 Vitivinícola del Maipo S.A merged  into Viñas Orgánicas S.A., the latter being the legal successor. Additionally, in April 2015 Viña Santa Helena S.A. merged into Viña San Pedro Tarapacá S.A., pursuant to the Chilean Corporations Act, due to the fact that Viña San Pedro Tarapacá S.A. became the sole shareholder of the company for more than 10 days.

 

In January 2007, Viña Tabalí S.A. bought the assets of Viña Leyda, located in the Leyda Valley, a new winemaking region south of Casablanca Valley and close to the Pacific Ocean. Viña Leyda produces excellent wines that have won awards in different international contests. After this acquisition, Viña Tabalí S.A. changed its name to Viña Valles de Chile S.A. In September 2007, VSPTVSP bought a 50% interest in Viña Altaïr S.A. which belonged to Château Dassault, in line with our strategy of focusing on premium wines. As a consequence, VSPTVSP owns 100% of said company.

Between April and June 2007, VSPT’sVSP’s capital was increased by approximately CLP 13,692 million, of which we contributed approximately CLP 5,311 million.

In May 2007, CPCh entered the rum market with our proprietary brand Sierra Morena and later, in 2008, added new rum brand extensions and introduced various pisco based cocktails. In June 2010 CPCh purchased Fehrenberg, a small, but well-recognized spirits brand produced in Chile. In July 2011 CPCh began the distribution of Pernod Ricard products (Chivas Regal, Ballantine’s, Havana Club, Absolut, among others). Furthermore, in 2011, CPCh signed a licence agreement for the commercialization and distribution in Chile of the pisco brand Bauzá. In addition, in 2011 CPCh acquired 49% of the licensor company Compañía Pisquera Bauzá S.A. (“Bauza”), the owner of the brand in Chile, and CPCh sold such interest to Agroproductos Bauzá S.A. in January 2016.

In December 2007, we entered into an agreement with Nestlé Chile S.A. and Nestlé Waters Chile S.A., the latter of which acquired a 20% interest in our subsidiary Aguas CCU-Nestlé Chile S.A. (“Aguas CCU”), thecompany through which we develop our bottled water business in Chile. As part of this new association, Aguas CCU introduced in 2008 the Nestlé Pure Life brand in Chile. On June 4, 2009 ECUSA received a notice from Nestlé Waters Chile S.A.whereby it exercised its irrevocable option to buy 29.9% of Aguas CCU’s equity, pursuant to the terms and conditions of the association agreement. The completion of the deal represented a profit before taxes for ECUSA of CLP 24,439 million. On September 30, 2009 in the extraordinary shareholders’ meetings, Aguas CCU and Nestlé Waters Chile S.A. approved the merger of both companies, the latter being the surviving company under the name Aguas CCU-Nestlé Chile S.A. The current shareholders of Aguas CCU are ECUSA (50.10%) and Nestlé Chile S.A. (49.90%).

16


In 2008, the licensing contract, that grants CCU Argentina the exclusive right to produce, package, commercialize and distribute Budweiser beer in Argentina, was extended until 2025. After subsequent capital increases, the last one in June 2008, Anheuser-Busch reduced its interest in CCU Argentina to 4.04% and we increased our participation to 95.96%. In April 2008, we bought the Argentine brewer Inversora Cervecera S.A. (“ICSA”) after receiving the approval of the Argentine antitrust authorities. CICSA paid an aggregate amount of USD 88 million to acquire ICSA. ICSA owns, among other assets, the Bieckert, Palermo and Imperial beer brands, which together represented approximately 5.8% of the Argentine beer market, and a brewery in Luján, Buenos Aires, with a nominal production capacity of 270 million liters per year.

In November 2008, CCU and its affiliate VSP entered into a Merger Agreement with Compañía Chilena de Fósforos S.A. and its subsidiariesTerciados y Elaboración de Maderas S.A. and Viña Tarapacá S.A. (“VT”), in order to merge VT into VSP. Under the terms of the Merger Agreement, and prior to its execution, CCU had to acquire 25% of VT’s equity. On December 3, 2008, the extraordinary shareholders’ meetings of VSP and VT approved the merger of both companies. Once all the legal requirements were fulfilled, the merger by absorption of VT by VSP was completed on December 9, 2008, with an effective date for accounting purposes of October 1, 2008. The mergedsurviving company was named “ViñViña San Pedro Tarapacá S.A.” (VSPT) (“VSPT”), which began consolidating its financial statements with ours starting on October 1, 2008, with operations commencing on December 9, 2008. VSPT’s capital was increased, as a consequence of the merger, by issuing 15,987,878,653 shares to be exchanged for the total number of shares issued by Viña TarapacáVT at a ratio of 1,480.30828 new VSPT shares per each share of the absorbed company.


 

In December 2010, our subsidiary Inversiones Invex CCU Ltda., acquired a 4.04% equity stake in CCU Argentina from Anheuser-Busch Investment, S.L. After the acquisition, CCU, through its subsidiary Inversiones Invex CCU Ltda., became the sole equity holder of CCU Argentina. This transaction had no effect on the Budweiser brand production and distribution contract, which was set to expire in 2025 (prior to the 2017 offer letter signed between ABI and CCU Argentina described below). The license for the distribution of the brand in Chile expired in 2015. Currently, CCU’s subsidiaries Inversiones Invex CCU Ltda. and Inversiones Invex CCU Dos Ltda. own 80.649% and 19.351%, respectively, of CCU Argentina’s share capital. CCU Argentina owns 77.005% of CICSA’s share capital, Inversiones Invex CCU Dos Ltda owns the remaining 22.995%.

In December 2010, CICSA acquired equity interests in Saénz Briones y Cía. S.A.I.C. and Sidra La Victoria S.A. Through this transaction, CICSA became the controlling shareholder of these companies. These companies own the assets used in the production, packaging and marketing of cider and other spirits businesses in Argentina, which are marketed through several brands, the most important cider and spirits brands are Real, La Victoria, Saénz Briones, 1888 and in spirits, El Abuelo. In 2015 Sidra La Victoria S.A. merged with and into Saénz Briones y Cía S.A.I.C.

In August 2011, the board of directors of VSPT agreed to spin-off Viña Valles de Chile S.A. (VDC)(“VDC”), a corporation owned, in equal parts, by VSPT and Sociedad Agrícola y Ganadero Río Negro Limitada (ARN)(“ARN”). VDC had two major vineyards: Viña Tabalí and Viña Leyda. According to such agreement, VSPT would remain the 100%sole owner of Viña Leyda (whose net assets would remain within VDC) and ARN would remain the 100%sole owner of Viña Tabalí (whose net assets would be assigned to the spun off company). This transaction concluded on December 29, 2011, through a stock swap contract, whereby VDC became a subsidiary of VSPT, that is, directly and indirectly, 100% owned by VSPT. Furthermore, in 2013,

In September 2012, CCU through its subsidiary CCU Inversiones S.A., increased its stake in VSPT to 64.72% by acquiring an additional stakeacquired 100% of the outstanding shares of VSPT. Asthe Uruguayan companies Milotur S.A. (“Milotur”), Marzurel S.A. (“Marzurel”) and Coralina S.A. (“Coralina”) and, indirectly of Andrimar S.A. (“Andrimar”), a wholly-owned subsidiary of Milotur. These companies own the assets of a business developed in Uruguay thatengages in the production and commercialization of mineral and flavored bottled water under the Nativa brand, and carbonated soft drinks under the Nix brand. Milotur also commercializes Schneider and Heineken beer brands, the latter due to an amendment to the trademark license agreement in force with Heineken Brouwerijen B.V.

17


In December 2014, our total ownership interest in VSPT was 64.72%.VSPT is formed by the wineries San Pedro, Tarapacá, Santa Helena, Misiones de Rengo, Altaïr, Viña Mar, Casa Rivas, FLC, Bodega Tamarí, and Viña Valles de Chile (Viña Leyda).These are all important and renowned cellars in Chile and Argentina, each with its own distinctive brands. Since the merger, VSPT has become the second-largest Chilean wine exporter and one2012, Aguas CCU completed an acquisition of 51.01% of the leaderscompany Manantial S.A. (“Manantial”), a Home and Office Delivery (“HOD”) business of purified water in the domestic market. Furthermore, VSPT’s Viña San Pedro Tarapacá winery was awarded the “Winery of the Year 2014” distinction by Wines of Chile, as well as “Ethical Company of the Year” by Drinks Business Magazine. 2015 was a very special year for VSPTbottles with the celebrationuse of dispensers. The partnership enabled Aguas CCU to participate in a new business category. The shareholders agreement of Manantial included a call option to purchase the 150th Anniversary of Viña San Pedro, the oldest that gave birth to the group.remaining shares.

 

On April 3, 2013, Andrónico Luksic assumed the role of Chairman of the Board, after his brother, Guillermo Luksic passed away.

On June 18, 2013, the extraordinary shareholders’ meeting approved the issuance of 51,000,000 of ordinarycommon shares which were registered in the Securities Registry of the Superintendency of Securities and Insurance“Superintendencia de Valores y Seguros” (“SVS”), currently “Comisión para el Mercado Financiero” (“CMF”)1, under N°980 datedon July 23, 2013. On November 8, 2013 CCU successfully concluded this capital increase, the total number of shares issued pursuant to the capital increase having been subscribed and paid, raising a total amount of CLP 331,718,929,410. This capital increase representing our third ADR offering in the international markets, was made in order to continue our expansion plan, which includes organic and inorganic growth in Chile and the surrounding region. Part of this capital increase was offered in the international markets, representing our third ADR offering.

 

In December 2013, CCU acquired 50.005% of Bebidas del Paraguay S.A. (“Bebidas del Paraguay”), and 49.959% of Distribuidora del Paraguay S.A. (“Distribuidora del Paraguay”), entering the Paraguayan market with the production, marketing and sale of non-alcoholic beverages, such as soft drinks, juices and water, and the marketing and sale of beer, under various brands, both proprietary and under licensees and imported.

Furthermore, in 2013, CCU, through its subsidiary CCU Inversiones S.A., increased its stake in VSPT to 64.72% by acquiring additional outstanding shares of VSPT.VSPT is formed by the wineries San Pedro, Tarapacá, Santa Helena, Viña Leyda, Misiones de Rengo, Viña Mar, Casa Rivas, Finca La Celia, and Bodega Tamarí.These are all important and renowned cellars in Chile and Argentina, each with its own distinctive brands. Since the merger, VSPT has become the second-largest Chilean wine exporter and one of the leaders in the domestic market. In June 2013, the merger of Viña Misiones de Rengo S.A. and Viña Urmeneta S.A. was completed, with Viña Valles de Chile S.A., as the legal successor. In May 2014 Vitivinícola del Maipo S.A. merged into Viñas Orgánicas SPT S.A., the latter being the legal successor. Additionally, in April 2015 Viña Santa Helena S.A. merged into Viña San Pedro Tarapacá S.A., pursuant to the Chilean Corporations Act, due to the fact that Viña San Pedro Tarapacá S.A. became the sole shareholder of the company for more than 10 days.

In May 2014, CCU entered intothe Bolivian market through a partnership through which it participates in the businesswith Grupo Monasterio, acquiring 34% of Bebidas Bolivianas BBO S.A. (“BBO”), which involves the production, marketing. BBO produces and multi-category sales ofcommercializes alcoholic beverages and soft drinksnon-alcoholic beverages in Bolivia. CCU's initial stake in BBO iswas 34%, which was obtained by a capital injection, and which contemplates the right of CCU to acquire additional interests that would enable it to own 51% of the shares of BBO in a second stage. This transaction also includes contracts that will allow BBO to operate CCU’s brands in Bolivia. The Company has recorded this investment asunder joint ventureventures and associates.associated companies. As of 2014, BBO acquired Cordillera beer brand from SABMiller.

 

As of June 6, 2014, CICSA reached agreements with Cervecería Modelo S.A. de CV. and Anheuser-Busch LLC, for the termination of the contract, which allowed CICSA to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay. CICSA received compensation in respect of these agreements in the amount of ARS 277.2 million, equivalent to USD 34.2 million.

In November 2014, CCU, directly and through its subsidiary CCU Inversiones II Ltda., signed a series of contracts and agreements with the Colombian entity Postobón S.A. and related companies (“Grupo Postobón”), by which we have agreed to initiate a joint venture for the manufacturing, commercialization and distribution of beer andbeerand malt based non-alcoholic beverages in Colombia. The joint venture iswas established through a company named Central Cervecera de Colombia S.A.SS.A.S. (“Central Cervecera deColombia”CCC”), in which CCU and Grupo Postobón participate asin equal shareholders.parts. This transaction included the following contracts and agreements: an Investment Framework Agreement,investment framework agreement, a Shareholders Agreement,shareholders agreement, a long-term logistics and distribution contract and a sales contract governing services to be provided by Grupo Postobón to the Central Cervecera de Colombia,CCC, a trademark license agreements granted to Central Cervecera de ColombiaCCC by CCU and Grupo Postobón, a shared services agreement governing services to be provided by Postobón to Central Cervecera de Colombia S.A.S,CCC, and an exclusive license granted by Heineken to Central Cervecera de Colombia S.A.SCCC for the import, production and distribution of Heineken products in Colombia. Central Cervecera deAs of September 2015, CCC also has anexclusive contract to import, produce and distribute Coors Light in Colombia.Additionally, as of April 1, 2016, CCC also has an exclusive license granted by Heineken to import, produce and distribute Tecate in Colombia is accounted forand Sol as a Joint venture and associates.of July 1, 2017.


1Pursuant to Law N° 21,000, as of January 15, 2018, the SVS was replaced by the CMF (Comisión para el Mercado Financiero or Financial Market Commission). Therefore, any reference to the SVS must also be understood as including its successor entity, the CMF, as of such date.

18



 

In November 2015, ECUSA entered into a joint operation agreement with Empresas Carozzi S.A. (“Carozzi”) for the production, commercialization, and distribution of instant powder drinks under the brands Sprim, Fructus, Vivo and Caricia. This joint operation will beis carried out by Bebidas Carozzi CCU SpA (“Bebidas Carozzi CCU”), of which ECUSA acquired 50% of the share capital. Carozzi will beis in charge of the production of the respective products, and ECUSA will be in charge of its distribution.

 

In 2015 we sold the brands Calaf and Natur to Carozzi, leaving Foods only with its 50% stake in Nutrabien. During 2016, Foods acquired the remaining 50% stake of Nutrabien.

On January 29, 2016, Aguas CCU and ECUSA exercised the call option, acquiring 48.07% and 0.92% of the shares of Manantial respectively. As a consequence, CCU is currently the indirect owner of 100% of the shares of Manantial, remaining as the only direct shareholders of Manantial: (i) Aguas CCU with 99.08% of the capital stock, and (ii) ECUSA with 0.92% of the capital stock.

In February 2016 CCU and Watt’s, among others, entered into an “International Association Agreement” in order to expand the brand Watt’s to certain South American countries, through Promarca Internacional SpA, currently a wholly owned subsidiary of Promarca S.A.

In March 2016, we, through our subsidiary Bebidas del Paraguay S.A., acquired 51% of Sajonia Brewing Company SRL (formerly Artisan SRL) which produces and commercializes Sajonia craft beer in Paraguay.

In 2016, CCC acquired the brand and assets related to the craft beer brand “3 Cordilleras” of Artesana Beer Company S.A. in Colombia.  CCC is reported under Joint Ventures and Associated Companies.

In 2017, we began producing and commercializing Miller Genuine Draft (“MGD”) in Argentina.

As of April 2017, CCC also has launcheda license agreement to commercialize and distribute the Miller Lite and Miller Genuine Draft brands in Colombia.

In June 2017, CPCh incorporated to its Strategic Plan 2016-2018,portfolio the Peruvian pisco brand BarSol, through the acquisition of 40% of Americas Distilling Investments LLC (“ADI”), which is based on two pillars: Growthin the United States and Efficiencies, withowns the BarSol brand and productive assets based in Peru.

On August 16, 2017, CCU, through its subsidiary CCU Inversiones ll Ltda., acquired 50% of Zona Franca Central Cervecera S.A.S. (“ZF CC”), a focus on our core categoriescompany incorporated in Colombia in which CCU and Grupo Postobón are the sole shareholders in equal parts. The price of the transaction amounted to USD 10.2 million, equivalent to CLP 6.4 billion. The purpose of ZF CC is to act exclusively as an industrial user of one or more free-trade zones, providing toll manufacturing services to CCC, which will produce, market and distribute beer and non-alcoholicmalt beverages. We have proposed ourselves to grow profitably

In December 2017, CCU, through its subsidiary CCU Inversiones S.A., increased its stake in all our categories and businesses, andVSPT by acquiring additional outstanding shares of VSPT through a tender offer, which concluded at the end of January 2018, and allowed us to increase our total stake from 67.22% to 83.01%.

On September 6, 2017, CCU and CCU Argentina signed an offer letter with ABI (together with CCU Argentina, the "Parties"), under which the early termination of the "Budweiser" license agreement in Argentina was agreed to inexchange for the transfer to CCU Argentina of a portfolio of beer brands and cash payments, among other matters. This transaction was subject to the prior approval of the Comisión Nacional de Defensa de la Competencia (“CNDC”) and the Secretario de Comercio del Ministerio de Producción de la Argentina (“SECOM”), which are Argentina’s antitrust regulators. On March 14, 2018, SECOM, based on the CNDC's favorable opinion, approved the transaction, pending review and approval by the CNDC of the terms and conditions of the definitive contracts in respect thereof. On April 27, 2018, after receiving the approval from CNDC and SECOM, the Parties were legally obliged to close the transaction. On May 2, 2018, the abovementioned transaction (the “Transaction”) was executed, which included, among other matters: (i) the early termination of the Budweiser brand license agreement in Argentina, between the Parties, and (ii) the transfer to CCU Argentina of the ownership of the Isenbeck, Diosa, Norte, Iguana and Báltica brands, as well as the transfer of the licenses for Argentina of the international brands Warsteiner and Grolsch. In order to achieve an orderly transition of the aforementioned brands, the Transaction contemplates several contracts in which (i) CCU Argentina will produce Budweiser, on behalf of ABI, for a period of up to one year; (ii) ABI will produce Isenbeck and Diosa, on behalf of CCU Argentina, for a period of up to one year; and (iii) ABI will carry out the production and distribution of Iguana, Norte, Báltica, Grolsch and Warsteiner, on behalf of CCU Argentina, for a period of up to three years (the “Transition Brands”). As a consequence, as of May 2, 2018, CCU Argentina began commercializing Isenbeck and Diosa and ceased selling Budweiser. As part of the terms of the Transaction, CCU Argentina received from ABI a cash payment of US$ 306 million, as part of its compensation for the early termination of the license contract for the Budweiser brand, as well as an additional US$ 10 million for producing Budweiser on behalf of ABI for a year. CCU Argentina will also receive from ABI payments of up to US$ 28 million per year, for a period of up to three years, depending on the scope and length of the transition of the production and/or commercialization of the Transition Brands.

19


On June 15, 2017, Foods and CCU Inversiones S.A. signed a purchase agreement, for the sale of all the shares of its subsidiary Nutrabien, with Ideal S.A, a subsidiary of Grupo Bimbo, subject to the approval of the antitrust authorities in Chile. Having received said approval, the sale of 100% of the shares of Nutrabien to Ideal S.A. was completed on December 17, 2018.

On August 9, 2018, CCU exercised its option to purchase from Grupo Monasterio, holder of 66% of BBO capital stock 30,286, ordinary shares of BBO, representing 17% of the total capital stock of BBO, with which CCU increased its stake from 34% to 51%, with Grupo Monasterio retaining the remaining 49%. Subsequently, on December 17, 2018, CCU contributed the totality of its BBO shares to its subsidiary CCU Inversiones II Ltda., the current shareholder and controller of BBO.

On August 17, 2018, CCU placed a three million UF bond in the Chilean market. The 25-year bullet note was priced at 2.85% in UF’s (Chile’s inflation adjusted currency), which represented a spread of 68 bps over the Chilean Central Bank bond (BCU) with the same duration.

In September of 2018, CCU was included for the first time wein the Dow Jones Sustainability Index Chile, created in 2015, which assesses and selects companies based on an analysis of their environmental, social and governance (ESG) performance.

On September 4, 2018, CCU and 29 other companies in Chile, signed a Zero Waste to Landfill Clean Production Agreement (CPA), together with the Chilean government’s Sustainability and Climate Change Agency (ASCC) and the Recycling Industry National Association. In this agreement, the participant companies committed to reducing to zero the waste that they send to landfills, within a period of two years.

On December 27, 2018, CCU, through its subsidiary Viña San Pedro Tarapacá S.A., signed an agreement with Pernod Ricard Argentina to acquire part of the Pernod Ricard wine business in that country. The purchase agreement, which is subject to compliance with the usual closing conditions for such operations, includes the Graffigna, Colón and Santa Silvia brands, which together represent approximately 1.5 million boxes of 9 liters per year. The Graffigna winery, located in the province of San Juan, is included in the transaction, along with the Pocito and Cañada Honda vineyards, also located in San Juan, as well as the La Consulta vineyard, located in the Uco Valley, in Mendoza.

At the end of 2018, CCU finalized the construction of the new distribution center for non-alcoholic beverages that is part of the CCU Renca Project. The new distribution center has a 22,500 square meter warehouse and uses 100% electricity-powered machinery, in addition to being a zero-waste-to-landfill operation. The CCU RencaProject also includes a production plant for non-alcoholic beverages, which is expected to begin construction during 2019.

20


In November of 2018, and as part of our electromobility plan, CCU began to operate the first 100% electric, high-tonnage truck in the country. With a capacity of up to 13 tons and a range of 280 kilometers, the heavy-load vehicle will seek efficiencies with determination,be used to transport CCU’s products in Santiago. CCU’s goal is for electric trucks to represent 50% of the fleet by executing our “ExCCelencia CCU” Program.2030.

 

CAPCapital Expenditures

ITAL EXPENDITURES

The capital expenditure figures for the last three years shown below reconcile to the Cash Flow statement as shown in the Consolidated Statements of Cash Flows.

 

Our capital expenditures for the last three years were CLP 124,559128,883 million, CLP230,080 125,765 million andCLP 131,731131,440 million, respectively, totaling CLP486,370 386,089 million of which CLP228,639281,427 million was invested in the Chile Operating segment, CLP91,132 million in the International Business Operating segment, CLP27,579 million in the Wine Operating segment and CLP 104,662139,020million in the Others Operating segment.outside Chile.

 

In recent years, our capital expenditures were made primarily for the expansion of our production capacities and bottling operations, improving the distribution chain, additional returnable bottles and boxes, increasing marketing assets (mainly refrigerators), environmental improvements and the integration of new operations, among others.

 

During 2013 we invested 57%2016, 60% of our capital expenditures were allocated to our operations in our Chile Operating segment.Chile. These investments were required to support the increased sales volume, experienced during 2012 and 2013. 22% of our capital expenditures were directedwith investments related to increasing bottling capacity, new packaging,lines, replacement of obsolete lines and marketing assets. It wasWe also necessary to investinvested in the construction of new warehouses and storesdistribution centers throughout Chile in order to optimize the distribution of our products.products and new categories.

 

During 2014,37%2017, 86% of our capital expenditure wasexpenditures were allocated to our operations in our Chile Operating segment.Chile. These investments were requirednecessary to increase marketing assets, bottlingimprove our capacity and operational efficiencies, as well as the quality of our production processes, logistics and distribution, including the initiation of the process of changing pallets from wood to plastic and the start of construction of a new packaging, mostlydistribution center in Santiago. We also invested in our soft drink and beer categories. Furthermore, we acquired an industrial sitebusinesses in the Santiago metropolitan area for futureArgentina with capacity expansions (shown under Others).increases to support increased sales volume.

 

During 2015,55%2018, 80% of our capital expenditure wasexpenditures were allocated to our operations in our Chile Operating segment.Chile. These investments were requiredmade to increase production capacity and productive efficiencies, as well as the quality of our logistics and distribution processes, continuing with the process of changing from wood to plastic pallets and the start-up of the new distribution center in Santiago. Additionally, we have acquired new lands and plantations for our wine business, as well as invested in the automation of the elaboration process. We also invested in our businesses in Argentina with capacity increases to support the increased sales volume of our categories experienced in 2014, with investments related to increasing bottling capacity, new packaging, and marketing assets. We also needed to invest in building new warehouses and stores throughout Chile in order to optimize the distribution of our products.volume.

 


Our majorThe following table shows our primary capital expenditures for the period 2013-2015 are shown in the following table.2016 - 2018. See “Item 5: Operating and Financial Review and Prospects –Liquidity– B. Liquidity and Capital Resources – Capital Expenditures” for the 2016-20192019 - 2022 period.

Operating segment

 

2013

2014

2015

 

(CLP Millions)

 

 

 

 

 

Chile

 

70,441

85,905

72,293

 

As a percentage of Total

56.6%

37.3%

54.9%

 

Machinery and equipment

48,631

50,730

37,694

 

Packaging

12,611

15,987

10,256

 

Marketing assets

8,317

11,253

11,587

 

Software and hardware

49

256

703

 

Others

833

7,679

12,052

 

 

 

 

 

International Business

29,779

33,481

27,872

 

As a percentage of Total

23.9%

14.6%

21.2%

 

Machinery and equipment

14,632

11,476

10,509

 

Packaging

11,438

14,070

9,114

 

Marketing assets

2,617

6,122

3,987

 

Software and hardware

441

512

950

 

Others

650

1,301

3,312

 

 

 

 

 

Wine

 

4,840

12,686

10,053

 

As a percentage of Total

3.9%

5.5%

7.6%

 

Machinery and equipment

1,735

4,139

5,331

 

Packaging

1,360

1,483

1,292

 

Marketing assets

15

36

25

 

Software and hardware

63

114

134

 

Others

1,668

6,914

3,271

 

 

 

 

 

Others

 

19,498

98,008

21,514

 

As a percentage of Total

15.7%

42.6%

16.3%

 

 

 

 

 

Total

 

124,559

230,080

131,731

CLP Million

2016

2017

2018

Chile

89,290

93,452

98,683

Abroad

39,593

32,313

32,757

Total

128,883

125,765

131,440

 

 

21


B.Business Overview

1)Summary

 

CCU is a diversifiedmulti-category beverage company operating principallywith operations in Chile, Argentina, Bolivia, Colombia, Paraguay, Peru and Uruguay. CCU is one of the largest Chilean brewer,players in each one of the beverage categories in which it participates in Chile, including beer, soft drinks, mineral and bottled water, juice, wine and pisco, among others. CCU is the second-largest Chilean soft drinks producerbrewer in Argentina and the largest Chilean water and nectar producer, the second-largest Argentine brewer, the second-largest Chilean wine producer and the largest pisco distributor. It also participates in the HOD, rumcider, spirits and confectionery industrieswine industries. In Uruguay and Paraguay, the Company is present in Chile,the beer, mineral and bottled water, soft drinks and juice categories. In Bolivia, CCU participates in the beer, water, and soft drinks, industriesjuice and malt beverage categories. In Colombia, the Company participates in Uruguay,the beer industry and in Peru, in the soft drinks, water and nectar industries and beerpisco industry. The Company’s principal licensing, distribution in Paraguay and Bolivia. The Company has licensing and / or distributionjoint venture agreements withinclude Heineken Brouwerijen B.V.,  Anheuser-Busch Incorporated, PepsiCo Inc., Seven-up International, Schweppes Holdings Limited, Guinness Overseas Limited, Société des Produits Nestlé S.A., Pernod Ricard Chile S.A., Promarca S.A. (Watt’s) and Coors Brewing Company.

 

CCU reports its consolidated results pursuant to the following Operating segments, essentially defined with respect to its revenues in the geographic areas of commercial activity: Chile, International Business and Wine. Corporate revenues and expenses are presented separately within the Other Operating segment. These Operating segments mentioned are consistent with the way the Companyis managed and how results will be reported by CCU. These segments reflect separate operating results which are regularly reviewed by each segment Chief Operating Decision Maker in order to make decisions about the resources to be allocated to the segment and assess its performance. Corporate revenues and expenses are presented separately as Other.


 

In 2015 the Committee of International Business was created, which brought together management of the business activities regarding the geographical areasin Argentina, Uruguay and Paraguay. Following this, the Río de la Plata Operating segment (consisting of the business activities referred to)to above) was renamed into the International Business Operating segment. The Committee of International Business also represents and looks after the interests associated with the investments in Bolivia and  Colombia, which continue to report their results under Equity and incomeIncome of JVs and are associated on a consolidated basis.

 

We evaluateCCU completed the performance2016-18 Strategic Plan, which included, among other initiatives, the “ExCCelencia CCU” program. During 2016 we implemented the integration of the segmentsroute-to-market of the beer and non-alcoholic category in Chile throughout the country. Simultaneously, the Company incorporated into the Chile Operating segment the business activities performed by the Strategic Service Units (“SSU”), which include Transportes CCU Limitada (“Transportes CCU”), Comercial CCU S.A. (“Comercial CCU”), CRECCU S.A. (“CRECCU”) and Fábrica de Envases de Plásticos S.A. (“Plasco”). This change enables us to capture additional efficiencies and improve the service level of our logistics operation.

At the end of 2018, CCU launched the 2019-21 Strategic Plan, which continues to be based on several indicators, including OR (Operating Result), ORBDA (Operating Result Before Depreciationour three Strategic Pillars: Growth, Profitability and Amortization), ORBDA margin (%Sustainability. Our plan has six strategic goals: 1) grow profitably in all our business units; 2) strengthen our brands; 3) continue to innovate; 4) execute our “ExCCelencia CCU” program to capture additional efficiencies; 5) continue working towards the integral development of ORBDAour employees; and 6) taking care of total revenues forour planet through the segment), volumesdevelopment and sales revenues. Sales between segments are conducted using terms and conditions at current market rates.implementation of our 2030 Environmental Vision.

 

Overview.2)Overview

Overview:Chile Operating segment

We estimate that our weighted volume market share2 for the Chile Operating segment was approximately 40.0%42.3%, 40.8%42.7% and 41.5%43.4% in 2013, 20142016, 2017 and 20152018, respectively. Weighted volume market share includes all categories in which CCU participates in the Chilean domestic market, excluding wines and HOD, according to Nielsen figures.


2 The calculation of the weighted average for past periods includes markets and industries that CCU entered at a later date.

22


 

We produce and sell alcoholic and non-alcoholic beverages in Chile. In the beer category, we carry a wide portfolio of products which includes premium, mainstream and convenience brands, of alcoholic and non-alcoholic beer, which are primarily marketed under ten different proprietary brands and five licensed brands, with Cristal as our flagship brand in Chile. In addition, webrands. We are the exclusive producer and distributor of Heineken, beer;Sol and Coors beer in Chile; the exclusive distributor of imported SolTecate beer and BudweiserBlue Moon beer (the latter until December 2015) and we distributeproduce and producedistribute Kunstmann and Austral beer in Chile via distribution or license agreements. With our four production plants in Santiago, Temuco, Valdivia (Kunstmann) and Punta Arenas (Austral), we are the only brewery in Chile with a nationwide production and distribution network.

 

We also produce and sellOur non-alcoholic beverages in Chile which includesinclude carbonated soft drinks (both cola and non-cola), nectars and juices, sports and energy drinks, ice teatea; and waters (includingwater, which include mineral, purified and flavored bottled water and HOD with proprietary and licensed brands acrosswater. These include both our categories. Our line of soft drink products includes proprietary brands in addition toand brands produced under license, from PepsiCo (for(carbonated and non-carbonated soft drinks, functional drinks and iced teas)drinks), Schweppes Holdings (for(carbonated soft drinks) and Promarca (nectars(juice and fruitfruit-flavored beverages), which. In the energy drinks business, we are producedthe exclusive distributor of Red Bull energy drinks in three production plants: Santiago, Temuco and Antofagasta. We have been in the bottled mineral water business since 1960, under our two proprietary brand names, Cachantun and Porvenir, which are bottled and distributed nationally from our two natural sources located within the central region of Chile (Casablanca and Coinco).Chile. We also produce and distribute purified waters under license from Societé des Produits Nestlé S.A. and others, and distribute the imported brand Perrier. We enteredalso participate in the ready-to-mix category with instant powder drinks in a joint operation with Carozzi. In the energy drinks business, we are the exclusive distributor of Red Bull energy drinks in Chile.

 

In 2003, we added a new product to our beverage portfolio:We also produce and distribute pisco, which is produced by our subsidiary Pisconor S.A. who entered into an association agreement in 2005 with the second-largest pisco producer in Chile, Control, creating a new subsidiary, CPCh. In May 2007, CPCh entered the rum category through our proprietary brand “Sierra Morena.” In June 2010 CPCh purchased Fehrenberg, a small, but well-recognizedand spirits brand produced in Chile. In July 2011 CPCh began the distribution ofaddition, we distribute Pernod Ricard products (Chivas Regal, Ballantine’s, Havana Club, Beefeater and Absolut among others) through the traditional channel, which excludes supermarkets with centralized distribution. Furthermore, during December 2011, CPCh acquired 49% of Compañía Pisquera Bauzá S.A., andsigned a license agreement for the commercialization and distribution of the Bauzá brand of pisco in Chile.In January 2016 CPCh sold its interest in Bauzá to Agroproductos Bauzá S.A..We operate five productive plants and own 80% of CPCh, while the remaining 20% is owned by Control.non-supermarket retail stores.

24


 

Wholesale and retail prices of all the previously mentioned categories are not regulated in Chile. Wholesale prices are subject to negotiation between the producer and the purchaser; while retailers determine retail prices to the final consumer. We believe that the key factors determining retailers’ prices include: national and/or local price promotions offered by the manufacturer, the nature of product consumption (on-premises or take-out)off-premise), the type of packaging (returnable or non-returnable), the applicable tax structure and the desired profit margins considering all related costs and expenditures such as marketing, sales, distribution, marketing, G&Aand administrative expenses (MSD&A) and production.

During 2016 we implemented the integration of the route-to-market of the beer and non-alcoholic category in Chile throughout the country, and at the same time, the Company incorporated into the Chile Operating segment the business activities performed by the SSU, which include Transportes CCU, Comercial CCU, CRECCU and Plasco. 

Comercial CCU is responsible for the sale of all of the Company’s products through a single sales force in those areas where this synergic sales model is more efficient. Additionally, product distribution is handled by our subsidiary Transportes CCU. Comercial Patagona Limitada (“Comercial Patagona”) handles our sales and distribution in the Magallanes Region. In the case of our HOD service, Manantial directly handles its own sales and distribution, given the nature of the business.

In Argentina, Bolivia, Paraguay and Uruguay we use our own sales force, as well as third party distributors.

Plasco, a subsidiary of CCU, produces nearly all of the injected preforms we use to produce plastic bottles in the Chile Operating segment.

Overview:International Business Operating segment

We estimate that our weighted volume market share3 for the International Business Operating segment was approximately 16.9%14.0%, 17.1%14.7% and 18.2%20.0% in 2013, 20142016, 2017 and 2015,2018, respectively, including Beerbeer and ciders in Argentina according to Nielsen,Nielsen; carbonated soft drinks, beer,juice, mineral water and CSD and Mineralflavored water in Uruguay, according to IDRetail.IDRetail; and beer, carbonated soft drinks,juice and mineral water in Paraguay, according to internal estimates.


3The calculation of the weighted average for past periods includes markets and industries that CCU entered at a later date, but the 2018 figure does not consider Bolivia.  Inclusive of Bolivia, the 2018 figure would have been 15.8%.

23


We produce and/or import, sell and distribute beer under proprietary brands and licensed brands in Argentina, Bolivia, Paraguay and Uruguay. We also produce, sell and distribute cider in Argentina.

 

We entered the Argentine beer market in 1995 by acquiring two breweries and their brands, CICSA and CSF. Under a joint venture agreement entered into with Anheuser-Busch in 1995, we began importing, selling and distributing Budweiser beer in Argentina in March 1996. We began production and distribution of locally produced Budweiser beer in Argentina in December 1996. Additionally, in 1998, we bought the brands and assets of Cervecería Córdoba S.A. In April 2008, we bought ICSA and as a result added to our portfolio the brands Palermo, Bieckert and Imperial. In Argentina, we are the exclusive producer and distributor of Heineken, Amstel, Sol, and Sol beersMiller beer brands; and the exclusive distributor in Argentina of importimported Kunstmann and GuinnessBlue Moon beer brands. Additionally,Also, from Argentina we export beer under the Schneider and Imperial beers, our proprietary brands, and Heineken brands. We have beer operations located in Salta, Santa Fe and Luján.

In December 2010, CICSA, our subsidiary in Argentina, acquired control of Sáenz Briones y Cía. S.A.I.C and Sidra La Victoria S.A., entering the cider and spirits businesses in that country. These two operations are the largest in a very fragmented market and own traditional, well-recognized brands, with operating plants in Río Negro (Allen) and Buenos Aires (Pilar and Ciudadela). The most important cider and spirits brands are Real, La Victoria, Saenz Briones 1888 and in spirits, El Abuelo. In 2015 the merger by absorption of Sáenz Briones and Sidra la Victoria was executed.

In September 2012, CCU acquired 100% of the shares of the Uruguayan companies Milotur S.A., Marzurel S.A. and Coralina S.A., and indirectly Andrimar S.A., a wholly-owned subsidiary of Milotur S.A. These companies own the assets of a business developed in Uruguay engaged in the production and marketing of bottled mineral and flavored waters under the Nativa brand, and carbonated soft drinks under the Nix brand. We also import and distribute Heineken, Schneider and Kunstmann beers. In 2016 we started to produce and distribute Watt´s in Uruguay as well.

By the end of 2013, CCUacquired 50.005% of Bebidas delBolivia, Paraguay and 49.959% of Distribuidora delUruguay. Additionally, through our subsidiaries in Paraguay, S.A. andentered the Paraguayan market with the production, marketing and distribution of alcoholic and non-alcoholic beverages under various brands, both proprietary and under license. Bebidas del Paraguay is the owner of the brands Pulp for carbonated soft drinks, Puro Sol for juices and La Fuente for waters, and has been granted the license to produce and distribute nectars under the Watt’s brand. Additionally, Bebidas del Paraguay S.A. haswe have the license to distribute beer under the Heineken, Coors, Paulaner, Schneider and Kunstmann brands. Also,through our subsidiaries in Bolivia, we have the license to distribute beer under the Heineken brand.

 

On June 6, 2014, CICSA reached agreements with Cervecería Modelo S. de R.L. de CV.In Uruguay, CCU, through its subsidiaries, produces and Anheuser-Busch LLC,distributes mineral and flavored bottled water under the Nativa brand, carbonated soft drinks under the Nix brand, juices under Watt´s brand, isotonic beverages under FullSport brand and we launched an energy drink under the Thor brand. As of 2017, we export Watt’s juice and Full Sport to Paraguay.  

In Paraguay, CCU, through its subsidiaries, produces and distributes carbonated soft drinks under the brand Pulp, Puro Sol for juices, La Fuente for waters, and Zuma for flavored water, and has been granted the termination of the contract which allows CICSAlicense to importproduce and distribute on an exclusive basis, Corona and Negra Modelo beersjuice under the Watt’s brand. In addition to imported beer distribution in Argentina, andParaguay, the license forCompany entered into craft beer market production with the production and distribution of Budweiser beer in Uruguay.Sajonia brand.

 

25


In Bolivia, CCU, through its subsidiary BBO, produces and distributes beer under the brands Real, Capital and Cordillera; and carbonated soft drinks under Mendocina, Free Cola, Sinalco and Malta Real. The latter is a soft drink with sugar based on malt, but without alcohol. Mendocina also participates in the water category and Natur-All for juices.   

Overview:Wine Operating segment

Viña San Pedro Tarapacá S.A. (VSPT)(“VSPT”) produces and markets a full range of wine products for the domestic and mainly the export market,markets, reaching over 80 countries. The weighted average volume marketmarket4 share was 17.6%18.1%, 18.3%18.2% and 17.9%17.7% in 2013, 20142016, 2017 and 2015,2018, respectively. In 20152018 VSPT’s sales amounted to approximately 28.4%30.0% of total measured domestic industry sales by volume in Chile, according to Nielsen, and 13.5%12.3% of total Chilean wine export sales by volume, when excluding bulk wine, according to Wines of Chile Association.

VSPT’s mainprimary vineyards are located in all principalthe main viticulture Chilean valleys including productivein Chile, with production plants in the cities of Lontué, Molina, Totihue, Isla de Maipo and also in Mendoza, Argentina.

 

We believe that having entered into the Chilean wine business provided us with the opportunity to further leverage our nationwide distribution system through the expansion of our beverage portfolio. We also believe that the development of our domestic wine business helps to reduce the seasonality of our sales, as wine sales in Chile tend to be stronger during winter months when beerOverview: Joint Ventures and soft drinks consumption decline.

OthersAssociated Companies

 

Comercial CCU is equal joint owner with Malterías Unidas S.A. (“Comercial CCU”) is responsibleof Cervecería Austral, a company that produces, sells and distributes Austral beer in Chile. Additionally, Cervecería CCU has a two-year renewable license agreement, subject to compliance with the conditions established in the agreement, for the production of Austral Lager beer, returnable liter containers and kegs in Chile and a distribution agreement for the sale and marketing of all Austral products in Chile, with the exception of the Company’s products through a unique sales force in those areasMagallanes Region, where this synergic sales model is more efficient.

Additionally, productselling and distribution is handled by our subsidiary Transportes CCU Ltda. (“TCCU”). To the south of Coyhaique, sales and distribution are performedcarried out by Comercial Patagona S.A. In Argentina, Uruguay and Paraguay these operations are carried out by our own sales force as well as distributors.

Fabrica de Envases Plásticos S.A. (“PLASCO”)Ltda., a subsidiary of CCU, produces nearly all of the returnable and non-returnable plastic bottles used by the Chile operating segment.

Joint Ventures and Associated companiesCervecería Austral.

 

In May 2014, CCU entered the Bolivian market by means of a partnership through which it participates in the business of BBO, which is engaged in the production, marketing and multi-category sales of alcoholic beverages and non-alcoholic beverages in Bolivia. Specifically, it produces soft drinks and beer in three plants located in the cities of Santa Cruz de La Sierra and Nuestra Señora de La Paz. Since 2015 BBO has the exclusive license to import, distribute and sell Heineken beer from CICSA.

In November 2014,Colombia, CCU entered into a series of contracts and agreements with Grupo Postobón, by which the parties agreed to initiate a joint agreement for the manufacturing, commercialization and distribution of beer and malt based non-alcoholic beverages through CCC in Colombia. CCC is a 50-50 joint venture between CCU and Grupo Postobón, in which neither party exercises full control; thus, CCU uses the equity method to account for this investment. CCC has exclusive contracts to import, produce and distribute Heineken, has granted Central Cervecera de Colombia an exclusive contractAmstel, Murphys, Buckler, Coors Light, Tecate and Sol in Colombia. In 2016 CCC acquired the brand and assets related to the craft beer brand “3 Cordilleras” of Artesana Beer Company S.A. As of April 2017, the Miller Lite and Miller Genuine Draft brands were incorporated by means of a license agreement for the import, productiondevelopment and/or marketing of these brands in Colombia. In August 2017, through its subsidiary CCU Inversiones ll Ltda., CCUacquired 50% of the shares of ZF CC, in which Grupo Postobón holds the remaining 50%. ZF CC acts exclusively as an industrial user of one or more free-trade zones in Colombia, providing toll manufacturing services to CCC, which will produce, commercialize and distributiondistribute beer and malt beverages. In February 2019, CCC launched Andina, our first mainstream beer brand produced locally in the new brewery, located north of Heineken productsBogota, in Colombia.the municipality of Sesquile, Cundinamarca.

 


4The calculation of the weighted average for past periods includes markets and industries that CCU entered at a later date.

2624


 
 

Until the end of 2018, CCU participated in the sweet snacks business by means of a joint venture between CCU Inversiones S.A. and Industria Nacional de Alimentos S.A., the latter a subsidiary of Quiñenco, each with a 50% interest in Foods, the parent company of Nutrabien, a company that specializes in high-quality baked-goods. On December 17, 2018, CCU completed the sale of 100% of its shares of Nutrabien and exited the sweet snacks business.

 

3)The Beverage Market

The Beverage Market:Chile Operating segment

We estimate that annual beer consumption in Chile was 764821 million liters in 20152018 or approximately 4344 liters per capita. The following table shows our estimates for total and per capita consumption levels for beer in Chile for the years 20112014 - 2015:

2018:

Year

Total Sales Volume(1)

Per Capita

 

(in millions of liters)

(liters)

2011

667

39

2012

681

39

2013

723

41

2014

745

42

2015

764

43

(1) Source: Canadean, Global Beverage Forecast of March 2016. Figures have been rounded

Year

Total Beer Sales Volume(1)

Per Capita

 

(in millions of liters)

(liters)

2014

745

42

2015

767

43

2016

780

43

2017

799

43

2018

821

44

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

The four major Chilean beer manufacturers are us, Cervecería Chile, CCK and Cervecería Austral, whose principal brands of beer in Chile are Cristal, Becker, Kunstmann and Austral, respectively. In November 2000, we acquired a 50% stake in Cervecería Austral, located in the city of Punta Arenas. In October 2001, Cervecería Austral entered into a license agreement with our subsidiary Cervecera CCU Chile Limitada (“Cervecería CCU”) to produce and sell our brand Cristal, as well as any other brand owned by or licensed to Cervecería CCU in the southern part of Chile. During 2003, Cervecería Austral began the production and sale of our brands Cristal, Escudo and Dorada. In May 2002, we acquired a 50% ownership interest in CCK, a microbrewery located in the southern city of Valdivia, with an annual production capacity of 3 million liters at that time. Since June 2003, our beer division began selling Kunstmann nationwide. In November 2006, we acquired additional shares of CCK that allowed us to consolidate this subsidiary into our financial statements since that month.

 

The non-alcoholic beverages market in Chile consists of both carbonated and non-carbonated beverages. The principal types of carbonated beverages are colas, non-colas and non-colas.carbonated mineral bottled water. The principal non-carbonated beverages are fruit nectarsjuices, functional drinks and fruit based soft drinks. non-carbonated mineral, purified and flavored bottled water.

The table below sets forth our estimates of total and per capita consumption of non-alcoholic beverage in Chile during each of the last five years:

 

Non-Alcoholic Beverage Sales

 

Total Sales Volume(1)

 

liters Per Capita(1)

 

(in millions of liters)

  

Year

CarbonatedSoft Drinks

Nectar & Juices(3)

Waters(2)

CarbonatedSoft Drinks

Nectar & Juices(3)

Waters(2)

2011

2,299

359

371

 

134

21

22

2012

2,390

426

416

 

137

25

24

2013

2,425

470

464

 

138

27

26

2014

2,345

480

500

 

132

27

28

2015

2,317

471

550

 

129

26

31

(1) Source: Canadean, Global Beverage Forecast of March 2016.

(2) Includes HOD, excludes flavored waters.

(3) Includes flavored waters.

 

Total Non-Alcoholic Beverage

 

Sales Volume(1)

 

Per Capita

 

(in millions of liters)

 

(liters)

Year

CarbonatedSoft drinks

Juices

Functional drinks(2)

Water(3)

 

CarbonatedSoft drinks

Juices

Functional drinks(2)

Water(3)

 

2014

2,296

429

56

596

 

129

24

3

33

2015

2,270

417

67

638

 

126

23

4

35

2016

2,249

424

74

668

 

124

23

4

37

2017

2,215

434

87

710

 

121

24

5

39

2018

2,150

436

89

714

 

116

23

5

38

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

(2) Includes Sports drinks, Energy drinks, ice tea and ice coffee.

(3) Includes HOD, packaged water, flavored water, enhanced water.

 

 

25


 


The following table sets forth Nielsen estimates as to the percentage of total carbonated soft drinks sales in Chile, represented by each of the two principal categories of carbonated soft drinks during the last three years:

Type

2013

2014

2015

2016

2017

2018

Colas

55%

 

55%

 

54%

54%

55%

Non-colas

45%

45%

46%

46%

45%

Total

100%

100%

100%

100%

The bottled water market in Chile is comprised of both carbonated and non-carbonated mineral water, purified water and flavored water. Approximately 92% of all bottled water in Chile is processed and marketed by two entities, us and Vital Aguas S.A., a subsidiary of the two licensed companies of TCCC in Chile. Our mineral water products have been produced by ECUSA since November 1994.

 

Traditionally, beer, wine and pisco have been the principal alcoholic beverages consumed in Chile. Pisco is a distilled wine spirit, produced exclusively in the IIIregions of Atacama and IV RegionsCoquimbo in the north of Chile.

 

The table below sets forth our estimates of Spiritstotal and per capita spirits consumption in Chile during each of the last five years:

Year

Total Spirits Sales Volume(1)

Spirits per Capita

 

(in millions of liters)

(liters)

2011

54

3

2012

63

4

2013

68

4

2014

70

4

2015

71

4

(1) Source: Canadean, Global Beverage Forecast of March 2016.

 

Total Spirits

 

Year

Sales Volume(1)

Per Capita

 

(in millions of liters)

(liters)

2014

70

4

2015

71

4

2016

71

4

2017

72

4

2018

76

4

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

 

On October 1, 2014, the Chilean Tax Reform Act became effective, bringing a series of changes to tax rates and tax schemes. There has been an increase inThe beverage excise taxes for alcoholic and sugar containing beverages in Chile. The new excise taxesChile are as shown in the following table:

 

Category

Previous Tax

Current Tax

Beer

15.0%

20.5%

Wine

15.0%

20.5%

Spirits

27.0%

31.5%

Sugar containing Softdrink(1)

13.0%

18.0%

No sugar containing Softdrink(2)

13.0%

10.0%

Flavored Water

13.0%

10.0%

(1) More than 15 gr./240ml of sugar

 

 

(2) With 15 gr./240ml. or less of sugar

 

 

Category

Current Excise Tax

Beer

20.5%

Wine

20.5%

Spirits

31.5%

Sugar containing Softdrink(1)

18.0%

No sugar containing Softdrink(2)

10.0%

Flavored Water

10.0%

(1) more than 15 gr / 240 ml of sugar

(2) with 15 gr / 240 ml or less of sugar

 

26



 

The Beverage Market:International Business Operating segment

The Argentine beer market is estimated by us to be almost 2.42.2 times the size of Chile’s. Traditionally, beer and wine have been the principal alcoholic beverages consumed in the country. We estimate that annual beer consumption in Argentina was 1,8222,080 million liters in 20152018 or approximately 4247liters per capita, reflecting a 1.2% industry decrease for 2015.capita.

 

The table below sets forth our estimates of total and per capita beer, functional, spirits and cider consumption in Argentina during each of the last five years:

 

 

Argentina

 

Total Sales Volume

 

liters Per Capita

 

(in millions of liters)

 

(Liters)

Year

Beer

Functional Drinks

Spirits

Cider

 

Beer

Functional Drinks

Spirits

Cider

2011

1,871

96

124

85

 

45

2

3

2

2012

1,870

105

128

94

 

44

2

3

2

2013

1,844

112

129

97

 

43

3

3

2

2014

1,826

117

130

94

 

42

3

3

2

2015

1,822

120

130

95

 

42

3

3

2

Source: Canadean, Global Beverage Forecast of March 2016.

 

   
 

Argentina

 

Total Sales Volume(1)

 

Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

Spirits

Cider

 

Beer

Spirits

Cider

2014

1,833

130

94

 

43

3

2

2015

1,875

130

95

 

43

3

2

2016

1,778

130

89

 

41

3

2

2017(2)

2,032

135

88

 

46

3

2

   2018(2)

2,080

153

93

 

47

3

2

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

(2) Internal estimates for beer category.

 

Excise taxes forOn December 2017, the beverage industry in Argentina have been subject to variations inArgentine Congress passed a new bill (which became effective on March 1, 2018), which, amongst other measures, increases the past. The last modification was in 1999 and has been applicable since January 2000.excise tax on several beverages. The following table shows current Argentinenominal Argentinean excise beverage taxes:

 

Product Type

1999 Excise Taxes

Current Excise Taxes

Non-Alcoholic Beverages

 

 

Flavored soft drinks, mineral water and juices

0% - 4%

4.17% - 8.7%

 

 

 

Alcoholic Beverages

 

 

Beer

4%

8.7%

Whisky

12%

25%

30% or more alcohol content

8%

25%

Wine-cider

6%

0%

 

Category

Current Excise Tax

Beer

14.0%

Whisky

26.0%

10% - 29% alcohol content

20.0%

30% or more alcohol content

26.0%

Wine - cider

0.0%

Flavored soft drinks, mineral water and juices

4.0% - 8.0%

 

The integration of the operations of Paraguay andIn Uruguay, are progressing in line with plans, and we are expanding our portfolio of categories of soft drinks and beer. As of 2015, we participate in the productionbeer and marketing of bottled mineral and flavored waters, carbonated soft drinks, nectars and juices; andnon-alcoholic beverages categories since our entrance to the market in the distribution of beer.2012. The tablestable below setsets forth our estimates of total and per capita beer and non-alcoholic categoriesbeverage consumption in Uruguay and Paraguay:in the last five years:

                                                        

 

Uruguay

 

Total Sales Volume(1)  

 

Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

Carbonated Soft drinks

Juices

Water(2)

 

Beer

Carbonated Soft drinks

Juices

Water(2)

2014

104

395

31

329

 

30

114

9

95

2015

106

386

33

360

 

31

111

10

104

2016

100

377

34

399

 

29

108

10

115

2017

103

374

35

436

 

29

107

10

125

2018

110

372

33

457

 

31

106

9

130

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

(2)Includes HOD, packaged water, flavored water, enhanced water.

27



 

 

Uruguay

 

Total Sales Volume

 

liters Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

CSD

Nectar & Juices (2)

Water(1)

 

Beer

CSD

Nectar & Juices(2)

Water(1)

2011

101

389

38

219

 

30

115

11

65

2012

100

392

47

240

 

29

115

14

71

2013

99

404

52

273

 

29

118

15

80

2014

101

404

60

290

 

29

118

18

85

2015

102

394

65

300

 

30

115

19

88

Source: Canadean, Global Beverage Forecast of March 2016.

(1) Includes HOD, excludes flavored waters.

(2) Includes flavored waters.

In Paraguay, we participate in the beer and non-alcoholic beverages categories since our entrance to the market in 2013, both proprietary and under license. The table below sets forth our estimates of total and per capita beer and non-alcoholic beverage consumption in Paraguay in the last five years:

 

 

Paraguay

 

Total Sales Volume

 

liters Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

CSD

Nectar & Juices(2)

Water(1)

 

Beer

CSD

Nectar & Juices(2)

Water(1)

2011

283

518

51

182

 

43

79

8

28

2012

280

558

57

206

 

42

83

9

31

2013

283

555

60

224

 

42

82

9

33

2014

290

559

64

252

 

42

81

9

36

2015

299

553

64

267

 

42

79

9

38

Source: Canadean, Global Beverage Forecast of March 2016.

(1) Includes HOD, excludes flavored waters.

(2) Includes flavored waters.

 

Paraguay

 

Total Sales Volume(1)

 

Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

Carbonated Soft drinks

Juices

Water(2)

 

Beer

Carbonated Soft drinks

Juices

Water(2)

2014

289

554

54

261

 

43

83

8

39

2015

290

541

55

282

 

43

80

8

42

2016

297

547

57

316

 

43

80

8

46

2017

303

554

57

346

 

44

80

8

50

2018

327

586

73

364

 

46

83

10

52

(1)Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

(2)Includes HOD, packaged water, flavored water, enhanced water.

 

In Bolivia, we participate in the beer and non-alcoholic beverages categories, both proprietary and under license. BBO is consolidated in our Income Statements since August 2018. The table below sets forth our estimates of total and per capita beer and non-alcoholic beverage consumption in Bolivia during 2018:

 

Bolivia

 

Total Sales Volume(1)

 

liters Per Capita

 

(in millions of liters)

 

(liters)

Year

Beer

Carbonated Soft drinks

Water

 

Beer

Carbonated Soft drinks

Water

2018

389

1116

231

 

35

100

21

(1) Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

 

The Beverage Market:Wine Operating segment

We estimate wine consumption in Chile was approximately 13 liters per capita in 2015. Given that the Chilean wine industry is fragmented, no single wine producer accounts for the majority of production and/or sales.The leading wineries include, other than VSPT, Viña Concha y Toro S.A.(“Concha y Toro”), Viña Santa Rita S.A. (“Santa Rita”) and Bodegas y Viñedos Santa Carolina S.A.(“Santa Carolina”).In addition, there are numerous medium-sized wineries, including Viña Undurraga S.A. (“Undurraga”), Cousiño Macul S.A. (“Cousiño Macul”) and Viña Montes. Chile’s formal wine market includes all wineries that sell wine products that comply with industry and tax regulations. VSPT is a member of the formal wine market, as are most other principal wineries in Chile. The informal wine market is composed of many small wine producers. The Agricultural and Livestock Service (Servicio Agrícola Ganadero, or “SAG”) is the entity in charge of wine industry regulation and principally oversees inventory records and product quality.

The following chart shows our estimates for the formal wine market and per capita consumption levels for wine in Chile for the last five years:

Year

Total Volume (1)

Per Capita

 

(in millions of liters)

(liters)

2014

225

13

2015

231

13

2016

233

13

2017

236

13

   2018(2)

235

13

(1) Source: Canadean figures.

2014 to 2017 - Global Beverage Forecast of September 2017.

2018 - Quarterly Beverage Forecast of February 2019.

(2) Internal estimates.

28



 

Year

Total Volume (1)

Per Capita

 

(in millions of liters)

(liters)

2011

232

13

2012

226

13

2013

227

13

2014

225

13

2015

231

13

(1) Source: Canadean, Global Beverage Forecast of March 2016.

Wines in Chile can be segmented by product type. Chilean wineries produce and sell premium, varietal and popular-priced wines within the domestic market. Premium wines and many of the varietal wines are produced from high-quality grapes, aged and packaged in glass bottles. Popular-priced wines are usually produced using non-varietal grapes and are not aged. These products are generally sold in either cartons or jug packaging.

 

4)Production and Marketing.Marketing

Production and Marketing:Chile Operating segment

The production, marketing and sales of beverages in Chile generated Net sales of  CLP 765,196997,376 million, CLP 830,3411,047,119 million and CLP 902,0211,109,574 million in 2016, 2017 and 2018, respectively, or 63.9%64.0%, 64.0%61.7% and 60.0%62.2% of our totalCCU’s consolidated Net sales in 2013, 2014 and 2015, respectively.those years. Our sales by volume in Chile increased 4.0%5.6% in 2015.2018.

 

Under each license agreement, we have the exclusive right to produce and/or sell and distribute the respective licensed products in Chile. Generally, under our license agreements, we are required to maintain certain standards of quality with respect to the production of licensed products, to achieve certain levels of marketing and, in certain cases, to fulfill minimum sales requirements. We believe that we are in compliance with the quality of all of our license agreements.

Our brand Cristal is the best selling beer brand in Chile, followed by Escudo, the second most popular beer in the country. Other relevant brands are: Royal Guard, our proprietary premium beer brand; Morenita, our dark beer brand; Dorada, our convenience brand; and Stones, a flavored sweetened beer, with 2.5% alcohol content. From time to time, we introduce innovations and brand extensions to our most relevant brands, highlighting during 2018 the following: Escudo Sin Filtrar, Smooth Lager de Royal, Austral Ruibarbo, Guayacán IPA and Guaraná Stones. In 2018, we also launched Bavaria, a new mainstream brand.

In October 2001, Cervecería Austral entered into a license agreement with our subsidiary Cervecería CCU to produce and sell our brand Cristal, as well as any other brand owned by or licensed to Cervecería CCU in the southern part of Chile. The agreement also permits us to commercialize and distribute the Austral brand in Chile, with the exception of the Magallanes Region, where selling and distribution is carried out by Comercial Patagona Ltda., a subsidiary of Cervecería Austral. This agreement is currently renewable for periods of two years, subject to compliance with the contract conditions.

 

On April 28, 2003, through our subsidiaries Cervecería CCU and CCU Argentina, we and Heineken Brouwerijen B.V. signed license and technical assistance agreements providing us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina commencing June 18, 2003. On October 12, 2011, we signed with Heineken InternationalBrouwerijen B.V. the Amended and Restated versions of the Trademark License Agreements, which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina, in force as of January 1, 2011. These agreements have an initial term of 10ten years, and shall automatically be renewed each January 1 for a new period of ten years, unless either party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires. In Chile, Heineken beer is the leading brand in the premium segment, the beer segment with the highest growth in Chile in recent years.

Cristal is our principal and best selling beer brand In 2018, CCU launched Heineken 0.0 in Chile, followed by Escudo, the second most popular beerfirst country in the country. Other relevant brands are: Royal Guard, our single, proprietary,Latin America to offer this non-alcoholic premium brand; Morenita in the dark beers; Dorada as our convenience brand; and Lemon Stones a lemon flavored sweetened beer, with 2.5% alcohol content. From time to time, we introduce innovations in our most relevant brands. These innovations include Cristal Cer0,0°, Cristal Light, the 1.2 liter returnable bottle, Escudo Negra and Escudo Triple X, amongst others.brand.

 

In October 2001, we signed a license agreement with Cervecería Austral for the production of the Austral brand by our beer division. This agreement is currently renewable for periods of two years, subject to compliance with the contract conditions. Our investment in Cervecería Austral, the production of the Austral brand by our beer division; the investment in CCK (Kunstmann is a specialty beer produced in a variety of versions); and the production of Heineken beer since June 2003, among other initiatives, are part of our strategy to increase our presence in the premium segment of the Chilean beer market.


On April 30, 2010, FEMSA announced the closing of the transaction pursuant to which FEMSA agreed to exchange 100% of its beer operations for a 20% economic interest in the Heineken Group. Since then, Heineken introduced the Sol brand to its portfolio, and in 2013 we launched the Sol brand (from Heineken) in the north of Chile, as a successful test plan to compete in the imported Mexican beer segment, and in 2014 we completedcompleting the national roll out of the brand. Similarbrand in 2014. As of 2015, we started to the Heinekenproduce Sol beer brand wein our facilities. We have an exclusive 10ten year license, automatically renewable license on the samea yearly basis, for up to ten additional years, on similar terms (Rolling Contract), each yearto Heineken for a period of 10 years,Sol (rolling contract), unless notice of non-renewal is given for Chilegiven. In addition, we also have the license to import, sell and Argentina.distribute Tecate in Chile.

 

During January 2015, we launched Coors and Coors Light in Chile. The license agreement with Coors Brewing Company considers after the initial termination date,allows for the automatic renewal under the samesimilar conditions (Rolling Contract)(rolling contract), each year for a period of 5five years after the initial termination date, subject to the compliance with the contract conditions. Furthermore, we import, sell and distribute Blue Moon under the same conditions.

 

29


The following table shows our proprietary parent beer brands, brands produced under license and brands imported under license for the Chilean Market:

 

Premium

Mainstream

Convenience

beer brands

beer brands

beer brands

Royal Guard

Cristal

Dorada

Royal Guard Black LabelHeineken(1)

Cristal Cer0,0°(2)

 

Heineken (1)

Cristal Light

Budweiser 0.0(2)(3)(6)

Escudo

 

Austral(1)

Escudo NegraMorenita

Polar Imperial(1)

Stones

 

Kunstmann

Escudo XXXAndes

Bavaria

 

D'olbek

Morenita

 

Sol(1)

Lemon Stones

 

Coors(2)(3)

 

Tecate(2)(4)

 

 

Blue Moon(2)(4)

Szot(5)

Guayacán

 

 

(1) Produced under license

license.

 

(2) Imported

Non-alcoholic beer.

 

(3) LicenseImported/Produced under license.

(4) Imported.

(5) Distribution contract.

(6) Commercialization began in Chile until December 31, 2015February 2018.

 

Our beer products sold in Chile are bottled or packaged in returnable and non-returnable glass bottles, aluminum cans or stainless steel kegs at our main production facilities in the Chilean cities of Santiago, Temuco, Valdivia, and Punta Arenas. The Temuco plant commenced production in November 1999, replacing the closed Concepción and Osorno plants.

 

During the last three years we sold our beer products in Chile in the following containers:

 


Percentage of Total Beer Products Sold

Percentage of Total Beer Products Sold

Percentage of Total Beer Products Sold

 

Container

2013

2014

2015

2016

2017

2018

 

 

Returnable(1)

47%

44%

42%

37%

 34%

 30%

Non-returnable(2)

50%

52%

55%

59%

 63%

 67%

Returnable kegs(3)

3%

4%

4%

4% 

Total

100%

100%

 

 

 

 

 

(1) Returnable beer containers include glass bottles of various sizes.

(1) Returnable beer containers include glass bottles of various sizes.

(1) Returnable beer containers include glass bottles of various sizes.

(2) Non-returnable beer containers include bottles and aluminum cans, both of assorted sizes.

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

(3) Returnable kegs are stainless steel containers, which have a capacity of 20, 30 and 50 liters.

(3) Returnable kegs are stainless steel containers, which have a capacity of 20, 30 and 50 liters.

(3) Returnable kegs are stainless steel containers, which have a capacity of 20, 30 and 50 liters.

 

The following table sets forth our beer sales volume breakdown in Chile by category, for each of the last three years:

 

Category

2016

2017

2018

Premium

21%

21% 

23% 

Mainstream

75%

75% 

73% 

Convenience

4%

 4%

 4%

Total

100%

100%

100%

30


Category

2013

2014

2015

Premium

16%

18%

20%

Mainstream

80%

78%

76%

Convenience

4%

4%

4%

Total

100%

100%

100%

Our soft drinks include proprietary brands, in addition to brands produced under license from PepsiCo, Inc., Schweppes Holdings Ltd. and Promarca S.A., which are produced in three production plants: Santiago, Temuco and Antofagasta.

Our subsidiary Aguas CCU produces, commercializes and distributes mineral, purified and flavored waters. We have two proprietary mineral water brands, Cachantun and Porvenir, which are bottled at their sources, located in Coinco (O’Higgins Region) and Casablanca (Valparaíso Region).  We also commercialize Nestlé Pure Life, a brand of purified water, and Mas and Mas Woman, which are brands of flavored waters. Aguas CCU also distributes the imported brand Perrier. Manantial, a subsidiary of Aguas CCU, also produces, commercializes and distributes purified water with our Manantial brand, primarily in the home and office delivery (HOD) format.

 

In 1994, our subsidiary ECUSA and Cadbury Schweppes plc (“Cadbury Schweppes”), the latter through its subsidiaries CS Beverages Ltd. and Canada Dry Corporation Ltd., entered into license agreements for all Cadbury Schweppes products. On December 11, 1998, TCCCThe Coca-Cola Company announced an agreement with Cadbury Schweppes to acquire certain of the latter's international beverage brands, including those licensed to ECUSA, and in August 1999 the agreement was reported to have been consummated. In September 2000, after more than a year’s litigation, both in Chile (suits at civil courts and antitrust authorities) and England (arbitration under ICC rules), ECUSA and TCCCThe Coca-Cola Company reached an agreement superseding ECUSA’s previous license contracts with CS Beverages Ltd. and Canada Dry Corporation Ltd. The new agreement, referred to as the “Bottler Contract,”Contract”, was executed between ECUSA and Schweppes Holdings Ltd., concerning the Crush and Canada Dry brands, and was approved by the Chilean antitrust commission, thus putting an end to the proceeding regarding the Cadbury Schweppes brands issue and dismissing all complaints filed in consideration of the agreement. On January 15, 2009, the parties executed an amendment to the Bottler Contract which, among others, extended its duration until December 31, 2018, renewable for consecutive five-year periods, provided that certain conditions are fulfilled.subject to the compliance with the contract conditions. The contract was renewed until December 31, 2023.

 

In August, 2002, we began importing, selling and distributing Gatorade, the world’s number one isotonica sport drink. In March 2006, a new franchise commitment letter and exclusive bottling agreement wasappointment ("Gatorade Contracts") were executed between ECUSA and Stokely Van-Camp, Inc., a subsidiary of PepsiCo, Inc., authorizing ECUSA to bottle, sell and distribute Gatorade products in Chile, for an initial term ending on March 31, 2010, automatically renewable for successive two or three-year periods if certain conditions set forth in the contract areGatorade Contracts were met. In 2012, this agreement was renewed until March 31, 2015. At this timeOctober 2013, ECUSA and Stokely Van-Camp, Inc. entered into a Second Amendment to the Gatorade license is set to expire inContracts under which such Contracts were renewed for a period ending on December 2018, renewablesubject to automatic renewal for an additional period equal to the durationterm of the Shareholders Agreement of Bebidas CCU-PepsiCo Spa, subject toSpA, that is, 2043, upon satisfaction of certain conditions. Since said conditions were satisfied, the compliance with the contract conditions.Gatorade Contracts were automatically renewed in December 2018 as stated above. Since October 2006, we have been producing Gatorade locally.

 

In November 2007, ECUSA signed an exclusive bottling agreement with Pepsi Lipton International Limited, authorizing ECUSA to produce, sell and distribute ready to drink tea beverages in Chile. This agreement terminates on March 31, 2020.

 


The license agreement for nectarjuice products with Watt’s, which granted us exclusive production rights, was first signed in June 1977 and originally had a 33-year term. In February 1999, a new license agreement was signed allowing us to produce new flavors and bottle Watt’s nectarsjuices in non-returnable packaging (wide mouth glass and plastic bottles). A new license agreement between us and Watt’s S.A. was signed in July 2004. This new contract providedgranted us with a ten-year license renewable automatically for three consecutive periods of three years if the conditions set forth in the contract arewere fulfilled at the date of renewal. In December 2006, we signed a joint venture agreement with Watt’s S.A., under which, as of January 30, 2007, we participate in equal parts in Promarca S.A. This new company owns the brands “Watt’s”, “Watt’s Ice Frut”, “Yogu Yogu”, “Shake a Shake” and “Frugo”, among others in Chile. Promarca S.A. granted both of its shareholders(New Ecusa S.A., a subsidiary of ECUSA, and Watt´sWatt’s Dos S.A,S.A., a subsidiary of Watt´s S.A)Watt’s), for an indefinite period, the exclusive licenses for the production and sale of the different product categories.

 

In February 2005, we launched a new Cachantun product, under the trademark Mas, a sugar free product made of mineral water, calcium and citric flavor, creating a new category of flavored water.

InSince December 2007, we entered into an agreement with Nestlé Chile S.A. and Nestlé Waters Chile S.A., the latter of which acquired a 20% interest inthrough our subsidiary Aguas CCU, the company that owns the assets through which we develop our bottled water business in Chile. As part of this new association, Aguas CCU producesproduce and sellssell the Nestlé Pure Life brand in Chile under a license contract of the same date, with an initial term of five years, renewable for successive periods of five years if certain conditions are met. Nestlé Waters Chile S.A. had a call option to increase its ownership in Aguas CCU by an additional 29.9%, which expired on June 5, 2009. On June 4, 2009 ECUSA receivedSince 2012, under the notification from Nestlé Waters Chile S.A. exercising its irrevocable option to buy 29.9% of Aguas CCU equity, within the scope of the contract. Since the conclusion of the sale, ECUSA holds 50.10% of the ownership interests of Aguas CCU. CCU owns directly or indirectly 99.93% of ECUSA’s equity.

In December 2012, the subsidiary Aguas CCU-Nestlé Chile S.A. acquired a 51% ownership interest in the company Manantial S.A. which carriesbrand we carry out the business of home and office delivery of purified water in bottles with the use of dispensers. Additionally, a shareholder’s agreement with Manantial S.A. was entered into in connection with the acquisition.dispensers (HOD).

31


On October 2013, CCU together with its subsidiary ECUSA executed a series of contracts and agreements with PepsiCo Inc. and its affiliates, that will allow the partieswhich allowed them to expand their current relationship in the non-alcoholic beverages segment with specific focus on the carbonated soft drinks, as well as extending the duration of their long-term relationship.relationship duration. Pursuant to these agreements, which take into account the creation of an affiliate, Bebidas CCU-PepsiCo SpA, the licenses to produce, sell and distribute in Chile Pepsi, 7up and Mirinda (Pepsi brands) and Bilz, Pap, Kem and Nobis (CCU brands) were granted to ECUSA until December 2043.

 

In line with our multicategory business strategy, in November 2015 we entered the ready-to-mix category through a joint operation agreement with Carozzi, for the production, commercialization, and distribution of instant powder drinks under the brands Sprim, Fructus, Vivo and Caricia. In December 2015 we started to distribute Red Bull in Chile. Aligned with our innovation process:process in non-alcoholic beverages during 20022017, we continue to strengthen Pepsi Zero, launched Bilz Light, Pap Light, Agua Tónica Lightlate 2016 in the Chilean market, by increasing consumer interest through new packaging formats. From time to time, we and Gatorade. In April 2003,our partners introduce innovations and brand extensions to our most relevant brands.  For example, in 2018, we and our partners introduced to the marketPepsi Zero Limón, Ginger Ale Zero, Kem Xtreme a soft drink with a high level of caffeine. In September 2004, we launched Canada Dry Ginger Ale Light, and in October 2004, we re-launched Nobis, a traditional proprietary soft drink brand, to be used strategically against discount brands. In September 2006, we launched Canada Dry Limón Soda Light. In January 2007, we introduced two new products into the market: (i) Slice by Kem, a tropical fruit flavored soft drink, and (ii) SoBe Adrenaline Rush, an energy drink sold under the PepsiCo license. In November 2007, we entered into a new product category, ice tea, with the brand Lipton Ice Tea, produced by us under the PepsiCo license. During 2008 we introduced Watt’s Soya from Promarca (50% owned by us), and Nestlé Pure Life from Aguas CCU, a well-known purified water brand, in order to place ourselves in a leading position in the healthy foods market. In 2009, the Company introduced Mas Woman by Cachantun, a beverage made from Cachantun mineral water, in a variety of flavors, targeted towards women. In addition, in the same year, the Company began to import the renowned mineral water Perrier. In 2011 we introduced several new product offerings including Pop from Bilz and Pap, Kem Xtreme Girl, the first zero calorie energy soft drink developed specifically for women, Slice by Kem,Lipton Feel Green in two flavors and powder Gatorade. During 2014 we continued our innovation strategy launching brands like Adrenaline Red, a locally produced energy drink that replaced SoBe Adrenaline Rush, Sobe Waters and Ocean Spray (all licensed by PepsiCo), Kem Rio GuaranáAm and Kem Xtreme Sugar Free. In December 2015, we signed an exclusive distribution agreement with Red Bull for the sales and distribution of Red Bull energy drink products in Chile. Furthermore, in December 2015 we began a joint operation with Carozzi in order to participate in the Ready-to-mix categories with the brands Vivo, Sprim, Fructus and Caricia.Pm.


 

The following table shows the soft drink and water parent brands produced and/or sold and distributed by us through our non-alcoholic subsidiary ECUSA, during 2015:2018:


 

Brand

Product Category

CategoryOwnership

Affiliation(1)

Bilz

Soft Drink, Non-Cola

Non-Cola Proprietary

CCU Proprietary

Pap

Soft Drink, Non-Cola

Non-Cola Proprietary

CCU Proprietary

Bilz Light

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Bilz Zero

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Pap Light

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Pap Zero

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Pop Candy

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Kem

Soft Drink, Non-Cola

Non-Cola Proprietary

CCU Proprietary

Kem Xtreme

Soft Drink, Non-Cola

Functional

CCU Proprietary

Kem Xtreme Sugar Free

Soft Drink

Functional

CCU Proprietary

Kem Zero

Soft Drink

Non-Cola Proprietary

CCU Proprietary

Nobis

Soft Drink, Non-Cola

Non-Cola Proprietary

CCU Proprietary

Canada Dry Ginger Ale

Soft Drink, Non-Cola

Non-Cola Licensed

Schweppes Holdings Ltd.

Canada Dry Ginger Ale Light

Soft Drink

Non-Cola Licensed

Schweppes Holdings Ltd.

Canada Dry Agua Tónica

Soft Drink, Non-Cola

Non-Cola Licensed

Schweppes Holdings Ltd.

Canada Dry Agua Tónica Light

Soft Drink

Non-Cola Licensed

Schweppes Holdings Ltd.

Canada Dry Limón Soda

Soft Drink, Non-Cola

Non-Cola Licensed

Schweppes Holdings Ltd.

Canada Dry Limón Soda Light

Soft Drink

Non-Cola Licensed

Schweppes Holdings Ltd.

Crush

Soft Drink, Non-Cola

Non-Cola Licensed

Schweppes Holdings Ltd.

Crush Light

Soft Drink

Non-Cola Licensed

Schweppes Holdings Ltd.

Pepsi

Soft Drink, Cola

Cola Licensed

PepsiCo

Pepsi Light

Soft Drink

Cola Licensed

PepsiCo

Seven-Up

Soft Drink, Non-Cola

Non-Cola Licensed

PepsiCo

Seven-Up Light

Soft Drink

Non-Cola Licensed

PepsiCo

Lipton Ice Tea

Ice Tea

Non-Cola Licensed

PepsiCo

Mirinda

Soft Drink, Non-Cola

Non-Cola Licensed

PepsiCo

Gatorade

Isotonic

FunctionalLicensed

PepsiCo

Ocean Spray

NectarsJuices

LicencedLicensed

PepsicoPepsiCo

Adrenaline Red

Energy

Licensed

PepsiCo

SOBE LIFE WATER

Functional Drink

Licensed

Pepsico

Red Bull

Energy

Licensed

Red Bull

Frugo

Soft DrinkFruit-flavored beverage

Licensed

Promarca

Watt’s

NectarsJuice

Licensed

Promarca

Watt’s Light

NectarsJuice

Licensed

Promarca

Watt's ClearWatt’s Selección

NectarsJuice

Licensed

Promarca

Cachantun

Mineral Water

Proprietary

Aguas CCU

Mas de Cachantun

MineralFlavored Water based beverage

Proprietary

Aguas CCU

Mas Woman

MineralFlavored Water based beverage

Proprietary

Aguas CCU

Porvenir

Mineral Water

Proprietary

Aguas CCU

Perrier

Mineral Water

Licensed

Nestlé Waters M&D

Nestlé Pure Life

Purified Water

Licensed

Société des Produits Nestlé S.A.& others

Manantial

HOD

Proprietary

Manantial

Vivo

RTMReady-to-mix

Licensed

Bebidas Carozzi CCU

Fructus

RTMReady-to-mix

PropietaryProprietary

Bebidas Carozzi CCU

Sprim

RTMReady-to-mix

PropietaryProprietary

Bebidas Carozzi CCU

Caricia

RTMReady-to-mix

Licensed

Bebidas Carozzi CCU

(1)CCU indirectly owns directly or indirectly 50% of Promarca andPromarcaS.A.and 50.1% of Aguas CCU

CCU. ECUSA owns 50% of Bebidas Carozzi CCU. Aguas CCU and ECUSA own 99.08% and 0.92% of Manantial, respectively

ECUSA owns 50% of Bebidas Carozzi CCUrespectively.

32



 

During the last three years, we sold our non-alcoholic beverageproducts in the following packaging formats:

 

 

Soft drinks

Mineral, purified and flavored water

Container

2016

2017

2018

 

2016

2017

2018

Returnable(1)

 28%

 29%

 20%

 

28%

 28%

 28%

Non-returnable(2)

 69%

 67%

 77%

 

72%

 72%

 72%

“Post-Mix”(3)

2%

4%

3%

 

        -

        -

        -

Total

100%

100%

100%

 

100%

100%

100%

   

 

   

 

(1) Returnable soft drink containers include both glass and plastic bottles of assorted sizes.  Returnable water containers include glass bottles of assorted sizes and returnable 20-liter jugs (HOD).

(2) Non-returnable soft drink containers include glass and plastic bottles, and aluminum cans of assorted sizes.  Non-returnable water containers include plastic bottles and certain glass bottles of assorted sizes.

(3) Post-mix cylinders are sold specifically to on premise locations for fountain machines.

 

 

Carbonated Soft Drinks, Nectars and Juices

 

Mineral and Purified Water

Container

2013

2014

2015

 

2013

2014

2015

Returnable(1)

29%

28%

27%

 

28%

28%

28%

Non-returnable(2)

69%

70%

71%

 

72%

72%

72%

“Post-Mix”(3)

2%

2%

2%

 

      -      

   -       -    

Total

100%

100%

100%

 

100%

100%

100%

        

(1) Returnable soft drink containers include both glass and plastic bottles of assorted sizes. Returnable water containers include glass bottles of assorted sizes and returnable 20-liter jugs and HOD.

(2) Non-returnable soft drink containers include glass and plastic bottles, and aluminum cans of assorted sizes. Non-returnable water containers include plastic bottles and certain glass bottles of assorted sizes.

(3) Post-mix cylinders are sold specifically to on-premise locations for fountain machines.

The following table shows the sales mix of our non-alcoholic beverages by category during each of the last three years:

 

Category

2013

2014

2015

Colas

 

 

 

Licensed

16%

16%

16%

Non-colas

 

 

 

Proprietary

36%

36%

36%

Licensed

27%

27%

25%

Nectars

 

 

 

Licensed

21%

22%

23%

Soft drinks total

100%

100%

100%

Mineral water

 

 

 

Proprietary

66%

64%

61%

Licensed

0%

0%

0%

Purified water

 

 

 

Proprietary

0%

0%

0%

Licensed

7%

8%

11%

HOD

27%

28%

28%

Total Bottled Water

100%

100%

100%

The following table shows the sales mix of our non-alcoholic beverages by affiliation during each of the last three years:

Affiliation

2013

2014

2015

Soft drinks

 

 

 

Proprietary

26%

25%

26%

Schweppes

16%

15%

9%

PepsiCo

15%

15%

13%

 

 

 

 

Promarca (1)

16%

15%

17%

 

 

 

 

Water

 

 

 

Proprietary(2)

25%

27%

31%

Nestlé Waters

2%

2%

4%

Total

100%

100%

100%

(1) CCU owns 50% of the rights to the Watt’s brand (nectar), currently held through our affiliate Promarca.

(2) CCU owns 50.1% of the rights to all the water brands held through the affiliate Aguas CCU. Includes HOD.


Category

2016

2017

2018

Carbonated soft drinks

 

 

 

Colas

 

 

 

Licensed

16% 

16% 

18% 

Non-colas

 

 

 

Proprietary

34% 

33% 

32% 

Licensed

22% 

23% 

23% 

Non-carbonated soft drinks

 

 

 

Juices

 

 

 

Licensed

22% 

21% 

21% 

Others(1)

 

 

 

Licensed

6%

6%

6%

 

 

 

 

Soft drinks total

100% 

100% 

100% 

Mineral water

 

 

 

Proprietary

41% 

40% 

39% 

Licensed

0% 

0% 

0% 

Purified water

 

 

 

Licensed

12% 

14% 

14% 

Flavored water

 

 

 

Proprietary

19%

18%

19%

HOD

28% 

28% 

28% 

Total Bottled Water

100%

100%

100%

(1) Includes functional drinks and teas.

 

After the completion of the CPCh transaction with Control in 2005, we expanded our proprietary parent brand portfolio considerably, adding brands such as Campanario in the pisco mainstream and cocktail categories, as well as Control C, Mistral, Nobel, Mistral Gran Nobel, Horcón Quemado, Espíritu de los Andes and Tres Erres MOAI in the ultra-premium pisco segment, Mistral, Bauzá (until January 2016) and 3RRRTres Erres in the premium pisco segment and La Serena in the popular-priced pisco category. Furthermore, from time to time we introduce new brands of piscos and cocktails extensions and flavors. For example, during 2018 we introduced Sol de Cuba and Cusqueño Sour.

 

In the rum market, our proprietary brandsOur spirits are Cabo Viejo in the popular-priced segment, Sierra Morena Dorado and Sierra Morena Añejo in the medium-priced segment, Sierra Morena 5 Años in the premium segment and Sierra Morena Imperial in the ultra-premium segment. Also, during 2011 CPCh began the distribution of Pernod Ricard products (Chivas Regal, Ballantine’s, Havana Club, Beefeater and Absolut among others) through the traditional channel.

During 2014, our spirits were produced at four plants which are located in Regions IIIregions of Atacama and IVCoquimbo in the north of Chile. The bottling process wasis done in the Ovalle plant bottling facility. Horcón Quemado is produced and bottled in a third-party plant.plant in the Atacama Region.

33


In the rum market, our proprietary parent brands are Cabo Viejo and Sierra Morena. Also, CPCh distributes Pernod Ricard products, including Chivas Regal, Ballantine’s, Havana Club and Absolut, among others.

 

ThroughIn 2018 CPCh we produceentered the cider category with the launch of Cygan, a beverage made from green and market ultra-premium, premium, medium-pricedred apples, with an alcohol content of 4.5° and popular-priced pisco brands in Chile, as well as rum. 64 calories per 100 ml.

The following table shows our principalparent pisco, cocktail and FAB brands:

 

Ultra premiumPisco and Cocktails

FAB

Premium

Medium-pricedMainstream

Medium-pricedConvenience

Popular-priced


pisco brands

pisco brands

pisco brands

RTD brands

pisco brands

Control C

3RRR

Campanario

Campanario Sour

La Serena

Mistral NobelIce

Mistral

Mistral IceRuta Cocktail

Campanario Sour Light

Mistral Gran Nobel

Bauzá(1)

Bauzá Ice(1)

Campanario Pica

Ice(1)

MOAI

Sol de Cuba

Campanario Chirimoya

Iceberg

Horcón Quemado

Cusqueño Sour

Campanario Cola de Mono

Sierra Morena Ice

Tres Erres

 

 

 

Campanario Dulce de LecheBauzá(1)

 

 

 

Campanario LúcumaEspíritu de los Andes

 

Campanario Mango

Campanario Piña Colada

Ruta Sour

Ruta Sour Light

Ruta Sour Pica

Ruta Mango

Bauzá Sour(1)

Bauzá Mango(1)

 

 

 

 

 

(1) In January 2016 CPCh divested its interest in Compañía Pisquera Bauzá S.A.

(1)In January 2016 CPCh divested its interest in Compañía Pisquera Bauzá S.A.

In June 2017, CPCh added the Peruvian brand BarSol to its portfolio through the acquisition of 40% of Americas Distilling Investments LLC, which is based in the United States and owns the BarSol brand and productive assets based in Peru.  

Production and Marketing:

International Business Operating segment

Our operation in International Business Operating segment generated Net sales of CLP 282,435370,109 million, CLP 299,668460,317 million and CLP 405,714483,926 million in 2016, 2017 and 2018, respectively, representing 23.6%23.7%, 23.1%27.1% and 27.1% of our totalCCU’s consolidated Net sales in the last three years, respectively.those years.The International Operating segment includes our operations in Argentina, Bolivia, Paraguay and Uruguay.

 

CCU, through its subsidiary CCU Argentina, owns and operates breweries located in the cities of Salta, Santa Fe and Luján. Our main beer brands include Schneider, Imperial, Palermo, Santa Fe, Salta, and Córdoba and we hold exclusive license agreements for the production and commercialization of Miller, Heineken, Amstel and Sol. As of May of 2018, CCU Argentina’s brand portfolio also includes Isenbeck, Diosa, Iguana, Norte and Báltica, as well as the exclusive license agreements for the production and commercialization of Grolsch and Warsteiner, and no longer includes the license agreement for Budweiser5. CCU Argentina imports the Kunstmann and Blue Moon beer brands. Furthermore, CCU Argentina exports beer to several countries, mainly under the brands Schneider, Imperial and Heineken.

On April 28, 2003, CCU Argentina and Heineken Brouwerijen B.V., a subsidiary of Heineken International B.V., signed license and technical assistance agreements that provide us with the exclusive rights to produce, sell and distribute Heineken beer in Argentina commencing June 18, 2003. On October 12, 2011, we and Heineken Brouwerijen B.V. signed the Amended and Restated versions of the Trademark License Agreements which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina, in force as of January 1, 2011. These agreements have an initial term of 10ten years, and shall automatically be renewed each year (January 1st) for a new period of ten years, unless any party gives notice of its decision not to renew, inwhich case the agreements will be in force until the last renewal period expires. Heineken beer is the second-largest brand in terms of volume in the premium segment in Argentina.


5See “Item 4: Information on the Company – A. History and Development of the Company”.

34


On November 28, 2012, CICSA and Heineken Brouwerijen B.V. entered into a Trademark License Agreement which granted us the exclusive rights to produce, sell and distribute Heineken beer in Paraguay. This agreement had an initial term of ten years, automatically renewable for a period of five years unless either party gave notice of its decision not to renew, in which case the agreements would be in force until the last renewal periodexpired. On April 20, 2018, Bebidas del Paraguay S.A. and Heineken Brouwerijen B.V. signed a Trademark License Agreement and a Distribution Agreement which provides us with the exclusive rights to produce, sell and distribute Heineken beer in Paraguay. This agreement has an initial term of five years from May 1,st) 2018, and will be automatically renewed for subsequent three year periods unless any party gives notice of its decision not to renew. Therefore, and as agreed on June 11, 2018, the Trademark License Agreement entered on November 28, 2012, by CICSA and Heineken Brouwerijen B.V. was terminated with retroactive effects as of April 30, 2018 and, in its place, Heineken Brouwerijen B.V. and CICSA entered into a supply agreement which provides CICSA the non-exclusive right to sell and supply Heineken Lager in the Paraguayan market to Bebidas del Paraguay S.A., for a period of five years beginning on April 30, 2018.

In 2013, we started exporting Heineken to Milotur, our subsidiary in Uruguay, and in 2015 to BBO, our then associated company in Bolivia. On June 4, 2013, CICSA, Milotur and Heineken Brouwerijen B.V. signed a trademark license agreement that provides us with the exclusive rights to produce, sell and distribute Heineken beer in Uruguay, in force as of May 1, 2013. This agreement has an initial term of ten years, and automatically renews on January 1 of each year for a new period of ten years, unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires. In Uruguay, we participate in the mineral and flavored water business with the Nativa brand, in soft drinks with the Nix brand, and in Watt's branded juices, isotonic drinks with the Fullsport brand and energy drinks with Thor brand. In addition, we import Heineken, Schneider, Imperial and Kunstmann beer.

On July 15, 2015, CICSA, BBO and Heineken Brouwerijen B.V. signed the Ancillary Trademark License Agreement which provides us with the exclusive rights to produce, sell and distribute Heineken beer isin Bolivia, in force as of January 1, 2015. This agreement has an initial term of ten years, and will be automatically renewed for five year periods unless any party gives notice of its decision not to renew, in which case the second-largest brandagreement will be in terms of volume inforce until the premium segment in Argentina.last renewal period expires.


 

In September 2014, CICSA began with the exclusive distribution in Argentina of imported Sol beer. The Sol beer brand is owned by Heineken. This licensing agreement is for a period for ten years in Argentina, automatically renewable on the same terms (rolling contract), each year for a period of ten years, unless notice of non-renewal is given.

In October 2006, we signed a long-term contract with ICSA to brew, bottle and package beer in the former AmBev plant in Luján, near Buenos Aires, that was purchased by ICSA. In January 2007, we began brewing our local brands in this plant, obtaining enough production capacity to ensure future growth. In April 2008, we acquired ICSA, including the Luján plant and the brands Imperial, Bieckert and Palermo. ICSA also had a brewing contract agreement with AmBev and, under such contract CICSA brewed beer for AmBev during the peak demand season of 2008-2009.

 

The license agreement between CCU Argentina and Anheuser-Busch LLC6, which providesprovided CCU Argentina with the exclusive right to produce, package, market,commercialize, sell and distribute Budweiser beer in Argentina and Uruguay, had an initial term of 20 years commencing in December 1995, which in March 2008 was extended to December 2025. Among other things,2025 (CCU and ABI agreed to the early termination of the license agreement includes provisions for both technical and marketing assistance from Anheuser-Busch. Under the license agreement, CCU Argentina is obligated to purchase certain raw materials from Anheuser-Busch or from suppliers approved by Anheuser-Busch. We began distribution of our locally produced BudweiserUruguay in December 1996. See “– Sales, Transportation and Distribution.” In addition, the license agreement is subject to certain specified market share targets and marketing expenditures.2014). In 2010, the license agreement was modified due to regulatory reasons under the context of the merger between Anheuser-Busch LLC and InBev. As a result, certain contractual restrictions were released, and rights granted to Anheuser-Busch LLC waived, both in favor of CCU Argentina. DuringOn September 6, 2017, CCU and CCU Argentina reached an agreement with ABI for the third quarter 2000, we and Anheuser-Busch signed an export agreement to supply Budweiser from Argentina to Paraguay and Chile. At the end of 2011, the agreement to supply Budweiser from Argentina to Paraguay was ended.

In November 2011, we signed an addendum to the import and distribution contract with Cervecería Modelo S.A., including a clause that specified the automatic renewalearly termination of the contractBudweiser license in Argentina, in exchange for aportfolio of brands (Isenbeck and Diosa, which were at the time owned by SAB Miller; and Báltica, Iguana, and Norte, which were owned by ABI), representing similar volumes to Budweiser in Argentina, plus a series of payments over a three-year period. On April 27, 2018, after receiving approval from Argentina’s antitrust regulators, CCU Argentina and ABI were legally obliged to close the transaction. As a result, on May 2, 2018, CCU Argentina and ABI (CCU Argentina and ABI, together identified as the “Parties”) executed a transaction (the “Transaction”), which included, among other matters: (i) the early termination of the Budweiser brand license agreement in Argentina, between the Parties, and (ii) the transfer to CCU Argentina of the ownership of the Isenbeck, Diosa, Norte, Iguana and Báltica brands, as well as the transfer of the licenses for Argentina of the international brands Warsteiner and Grolsch. In order to achieve an orderly transition of the aforementioned brands, the Transaction contemplates several contracts in which (i) CCU Argentina will produce Budweiser, on behalf of ABI, for a period of four years atup to one year; (ii) ABI will produce Isenbeck and Diosa, on behalf of CCU Argentina, for a period of up to one year; and (iii) ABI will carry out the endproduction and distribution of 2014 provided thatIguana, Norte, Báltica, Grolsch and Warsteiner, on behalf of CCU Argentina, for a period of up to three years.


6See “Item 4: Information on the Company – A. History and Development of the Company”.

35


In August 2016 CICSA would meet certain minimum purchases goal. In that case,signed a license and distribution agreement with Coors Brewing Company to manufacture, package, commercialize and distribute the agreement would last until December 31, 2018.Miller brands in Argentina. We started to commercialize and distribute Miller Genuine Draft in April 2017, and to produce MGD in our own facilities as of May 2017.

CCU Argentina participates in the cider business, with the leading Real brand and other brands such as La Victoria and 1888. Also, we participate in the liquor business, under the El Abuelo brand, in addition to importing other liquors from Chile.

 

In 2012, the Company began in Argentina the migration process to its new proprietary returnable bottle in place of the generic container currently in the industry. The decision to implement this important project was based primarily on the change introduced by the main market player, who in 2011 started to replace the use of generic packaging by a proprietary container for one liter returnable products. The proprietary container’s use results in significant important changes in logistics processes, including the adaptation of the building structure of plants, the acquisition of specific equipment, the adaptation of production lines and agreements with glass bottles and crates suppliers in order to achieve the timely supply of the new bottling process required inputs. The introduction of these proprietary returnable bottles resulted in significant impacts on the industry’s value chain, with higher operating costs associated with the operation of recovery and classification of packaging that significantly affect the level of profitability and industry´sindustry’s return on capital employed (ROCE). This transition process requires significant investments between 2012 and 2017 mainly in packaging, equipment and infrastructure. To partially finance these investments, bank loans were obtained in local currency with long repayment periods, mitigating the risk of exchange rate and interest rate fluctuations thereby minimizing the fluctuation risk.  Due to the Transaction, CCU Argentina and ABI, among other matters, agreed that Compañía Industrial Cervecera S.A. (a subsidiary of CCU Argentina) and Cervecería y Maltería Quilmes S.A. (a subsidiary of ABI), may each use, without any payment or restriction whatsoever, the one litter returnable amber bottles, denominated as “proprietary”, of the other company (hereinafter the “Free Use of Bottles”). For this purpose, the parties agreed that the term for the Free Use of Bottles will be three years, with the option to renew the term for three additional years in case any of the parties thereto has fulfilled certain investments in bottle requirements. At the end of the three or six year term, each party will be permanently authorized to use the other party’s proprietary bottles for up to a 10% of its total bottled product (current authorization allows such use up to 0.5%). This agreement is favorable to CCU Argentina, as it will allow the company to obtain operational efficiencies.

 

In September 2012, CCU acquired 100% shares of2011, the Uruguayan companies Milotur S.A., Marzurel S.A. and Coralina S.A. and indirectly Andrimar S.A., a wholly- owned subsidiary of MiloturS.A.

On November 29, 2012, CICSA and Heineken Brouwerijen B.V. signed the Trademark License Agreement which provides us with the exclusive rightsCompany started to produce, sell and distribute Heinekenexport Schneider beer into Paraguay in force as of November 29, 2012. This agreement has an initial term of 10 years, and will be automatically renewed for a five years period unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

39


In 2013 the production of Budweiser beer started in Luján, in addition to Heineken which was already being brewed since 2009. Currently Santa Fe and Luján Plants produce both brands. Additionally, the production of Amstel beer was launched under the license of Amstel Brouwerijen BV, an affilliate of Heineken International.

On June 4, 2013, CICSA, Milotur and Heineken Brouwerijen B.V. signed the Trademark License Agreement which provides us with the exclusive rights to produce, sell and distribute Heineken beer in Uruguay, in force as of May 1, 2013. This agreement has an initial term of 10 years, and automatically renew on January 1 of each year for a new period of ten years, unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

By the end of 2013, CCU executed various agreements and contracts with Cartes Group in Paraguay, in virtue of which acquired 50.005% ofthrough Bebidas del Paraguay (owner of productive assets and brands through which it develops the business consisting of the production, marketing and sale of non-alcoholic beverages, such as soft drinks, juices and water, and import, marketing and sale of beer, under various brands, both proprietary and under licensees and imported) and 49.959% of Distribuidora del Paraguay S.A., a company which distributesand in 2013 to Uruguay through Milotur.In Paraguay we participate in the productsbeer and non-alcoholic categories since our entrance to the market in 2013, with the introduction of new brands such as Zuma, and the acquisition of the above-mentioned company.craft beer brand Sajonia.

 

In June 2014, CICSA reached agreements with Cervecería Modelo S. de R.L. de CV. and Anheuser-Busch LLC, for2018, the termination of the contract which allows CICSACompany increased its stake from 34% to import and distribute on an exclusive basis,Corona andNegra Modelo beers51% in Argentina, and the license for the production and distribution ofBBOBudweiser. beer in Uruguay. CICSA received compensation in respect of these agreementsIn Bolivia, CCUparticipates in the amountnon-alcoholic beverages and beer business which has two plants located in the city of ARS 277.2 million, equivalent to USD 34.2 million.

Santa Cruz de la Sierra. In September 2014, CICSA began with exclusive distributionnon-alcoholic beverages, it participates in Argentina imported Sol brand, owned by Heineken, initiating local production in November 2014. For Sol brand in Argentina, we have the license for 10 years, automatically renewable on the same terms (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given.

On July 15, 2015, CICSA, BBO and Heineken Brouwerijen B.V. signed the Ancillary Trademark License Agreement which provide ussoft drinks business with the exclusive rights to produce, sellbrands Mendocina, Free Cola, Sinalco and distributeMalta Real. The latter is a soft drink with sugar based on malt, but without alcohol. Mendocina also participates in the water category and Natur-All for juices. In beers, it has the brands Real, Capital and Cordillera. In addition, it markets the imported Heineken beer in Bolivia, in force as of January 1, 2015. This agreement has an initial term of 10 years, and will be automatically renewed for a five years period unless any party gives notice of its decision not to renew, in which case the agreement will be in force until the last renewal period expires.brand.

36

Aligned with our innovation strategy, during 2015 we launched brand extensions such as Santa Fe Frost and Sol 650 in Argentina, and we pushed the one way packaging in beer in Uruguay with Schneider and Heineken, increasing our volumes in that market.


 

Escribe texto o la dirección de un sitio web, o bien,traduce un documento.

At present we produce and market premium, medium-priced and popular-priced beer brands in the International Business Operating segment, which includes Argentina, UruguayBolivia, Paraguay and Paraguay. Uruguay.

37


The following table shows our principalproprietary parent beer brands, brands produced under license and brands imported under license in Argentina in 2015:

40


for the Argentinean market:

 

Premium

Mainstream

Convenience

beer brandsPremium

beer brandsMainstream

beer brandsConvenience

Heineken(1)

Budweiser(1)(3)

Córdoba

Sol(1)

Salta

Palermo

Kunstmann(2)

Santa Fe

Bieckert

Imperial

Schneider

Báltica(5)

Amstel(1)

Isenbeck(4)

Diosa(4)

Miller Genuine Draft

Iguana(5)

Grolsch(5)

Norte(5)

Warsteiner(5)

 

 

GuinnessBlue Moon(2)(2)(3)

 

 

Negra Modelo(2)(3)

Corona(2)(3)

Otro Mundo(4)

 

 

 

(1) Produced underLicensed.

(2) Imported.

(3) Due to the early termination of the Budweiser license agreement, since May 2, 2018, CCU Argentina ceased the commercialization of this brand, and will produce Budweiser, on behalf of ABI, for a period of up to one year.

(4) As from May 2, 2018, ABI will produce Isenbeck and Diosa, on behalf of CCU Argentina, for a period of up to one year.

(5) As from May 2, 2018, ABI will carry out the production and distribution of Iguana, Norte, Báltica, Grolsch and Warsteiner, on behalf of CCU Argentina, for a period of up to three years.

In 2018 CCU entered the energy drinks category in Uruguay with the launch of Thor, our first energy drink brand. Also in 2018, we began to import Imperial to Uruguay, our proprietary premium beer brand from Argentina. The following table shows our proprietary parent beer and soft drinks brands, produced and/or imported under license for the market in Uruguay:

Brand

Product Category

Ownership

Affiliation

Heineken

Beer

Licensed(1)

Heineken Brouwerijen B.V.

Schneider

Beer

Proprietary(1)

CCU

Kunstmann

Beer

Proprietary(1)

CCU

Imperial

Beer

Proprietary(1)

CCU

Nix

Soft Drink

Proprietary

CCU

Watt´s

Juice

Licensed(2)

Promarca

Nativa

Water

Proprietary

CCU

Nix

Water

Proprietary

CCU

FullSport

Sport Drink

Proprietary

CCU

Thor

Energy Drink

Proprietary

CCU

(1) Imported.

(2) ImportedCCU indirectly owns 50% of Promarca.

38


In 2018 CCU entered the sport drink category in Paraguay, with our brands FullPower and FullSport. The following table shows our proprietary parent beer and soft drinks brands, produced and/or imported under license for the market in Paraguay:

Brand

Product Category

Ownership

Affiliation

Heineken

Beer

Licensed(1)

Heineken Brouwerijen B.V.

Schneider

Beer

Proprietary(1)

CCU

Paulaner

Beer

Licensed(1)

Paulaner Brauerei GmbH &Co KG

Kunstmann

Beer

Proprietary(1)

CCU

Sajonia

Beer

Proprietary

CCU

Sol

Beer

Licensed(1)

Heineken Brouwerijen B.V.

Pulp

Soft Drink

Proprietary

CCU

Puro Sol

Juice

Proprietary

CCU

Watt´s

Juice

Licensed(2)

Promarca

La Fuente

Mineral Water

Proprietary

CCU

Zuma

Flavored Water

Proprietary

CCU

FullPower

Sport Drink

Proprietary(1)

CCU

FullSport

Sport Drink

Proprietary(1)

CCU

(3)(1) Up to June 2014Imported.

(2)CCU indirectly owns 50% of Promarca.

The following table shows our proprietary parent beer and soft drinks brands, produced and/or imported under license for the market in Bolivia:

Brand

Product

Category

Affiliation

Heineken

Beer

Licensed

Heineken Brouwerijen B.V.

(4) Up to August 2015Cordillera

Beer

Propietary

CCU

Real

Beer

Propietary

CCU

Capital

Beer

Proprietary

CCU

Mendocina

Soft Drink

Proprietary

CCU

Free Cola

Soft Drink

Proprietary

CCU

Sinalco

Soft Drink

Licensed

Sinalco

Mendocina

 Water

Proprietary

CCU

Malta Real

Malta based beverage

Proprietary

CCU

Natur-All

Juice

Proprietary

CCU

 

 

The following table sets forth our beer sales volume in Argentina by category during each of the last three years, including exports to other countries:

 

Category

Argentina

Argentina

 

2013

2014

2015

2016

2017

2018

Premium

18%

18%

19%

21%

26%

31%

Mainstream

62%

62%

62%

62%

60%

47%

Convenience

20%

20%

19%

17%

14%

23%

Total

100%

100%

100%

100%

100%

 

 

39


Our beer products are bottled or packaged in returnable and non-returnable glass bottles, aluminum cans orand stainless steel kegs at our production facilities. During the last three years, we sold our beer products in Argentina Uruguay and Paraguay in the following packaging formats:

Container

Percentage of Total Beer Sold in Argentina

Percentage of Total Beer Sold in Argentina

2013

2014

2015

2016

2017

2018

Returnable(1)

79%

81%

76%

72% 

63% 

51%

Non-returnable(2)

20%

18%

23%

27% 

36% 

48%

Returnable kegs(3)

1%

1%

1%

1% 

1%

Total

100%

100%

100%

100%

100%

(1) Returnable beer containers include glass bottles of various sizes.

(1) Returnable beer containers include glass bottles of various sizes.

(1) Returnable beer containers include glass bottles of various sizes.

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

(3) Returnable kegs refer to stainless steel containers in assorted sizes.

(3) Returnable kegs refer to stainless steel containers in assorted sizes.

(3) Returnable kegs refer to stainless steel containers in assorted sizes.

 


Container

Percentage of Total Beer Sold in Uruguay

 

2013

2014

2015

Returnable(1)

83%

39%

11%

Non-returnable(2)

17%

61%

89%

Total

100%

100%

100%

(1)    Returnable beer containers include glass bottles of various sizes.

(2)    Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

Percentage of Total Beer Sold in Paraguay

Container

2014

2015

Returnable(1)

10%

7%

Non-returnable(2)

90%

93%

Total

100%

100%

(1) Returnable beer containers considers only litre bottles

(2) Non-returnable beer containers include glass bottles and aluminum cans, both of assorted sizes.

Production and Marketing:Wine Operating segment

VSPT is one of Chile’s largest producers and distributors of wine in terms of sales volume and Net sales. Our wineWine Operating segment generated Net sales amounted toof CLP 152,255201,402 million, CLP 172,349204,454 million and CLP 189,515206,519 million in 2016, 2017 and  2018, respectively, or 12.7%12.9%, 13.3%12.0% and 12.6%11.6% of our totalCCU’s consolidated Net sales in the last three years, respectively.those years.

VSPT is composed of seven different wineries in Chile and two in Argentina. Its principalmain vineyards are located in Molina, approximately 200 kilometers south of Santiago. The VSPT estate in Molina is one of the largest single-site vineyards in Chile with an area of 1,0641,059 hectares. As of December 31, 2015,2018, VSPT’s vineyards covered an aggregate of 4,2453,932 hectares in Chile, distributed among 10 different plantations. The winery also has 333338 hectares under long-term leases. In Argentina, we haveVSPT has another 379645 planted hectares located in the province of Mendoza.

 

The following table indicates the breakdown of VSPT’sWine Operating segment’s volume in the domestic and export markets, including sales from FLC and Tamarí in Argentina:

 

Year

Domestic Volume

Export Volume

Total Volume(1)

 

(in millions of liters)

2011

60

67

127

2012

61

71

132

2013

62

70

131

2014

62

70

133

2015

62

76

138

(1) Includes bulk sales exports in Chile and Argentina

Year

Domestic Volume

Export Volume(1)

Total Volume

 

 

 

(in millions of liters)

2014

62

71

133

2015

62

76

138

2016

64

78

142

2017

68

75

143

2018

68

71

139

(1) Includes Argentinean operations and bulk sales.

 

 

According to Nielsen, VSPT’s share by volume of Chile’s formal wine market was approximately 27.3% in 2013, 28.8% in 2014 and 28.4% in 2015. According to the Wines of Chile Association, VSPT’s share of Chile’s total wine export sales by volume was 13.1%, 13.6% and 13.5% in the last three years, respectively.


Viña San Pedro, Viña Tarapaca,Tarapacá, Viña Leyda, Viña Santa Helena, Viña Misiones de Rengo, Viña Mar, Viña Casa Rivas in Chile and Finca La Celia and Tamarí in Argentina, produce and market premium, varietal and popular-priced wines.Thewines.

40


The principal brands are set forth below:

 

Brand

 

Icon

Premium

Varietal

Popular-Priced

Viña San Pedro

 

 

 

 

Altaïr

X

Sideral

X

Cabo de Hornos

X

 

 

 

 

Kankana del Elqui

X

 

 

 

 

Tierras Moradas

X

 

 

 

 

1865

 

X

 

 

 

Castillo de Molina

 

X

 

 

 

Épica

 

X

 

 

 

35 South Reserva

X

35 South

 

 

X

 

 

Urmeneta

 

 

X

 

 

Gato Negro

 

 

X

 

 

Gato

 

 

 

X

 

Manquehuito Pop Wine

 

 

 

X

 

San Pedro Exportación

 

 

 

X

Viña Tarapacá

 

Tarapakay

X

 

 

 

 

Gran Reserva Etiqueta Azul

X

 

 

 

 

Gran Reserva Etiqueta Negra

 

X

 

 

 

Tarapacá Gran Reserva

X

 

 

 

Gran Tarapacá

X

Tarapacá Terroir

 

X

 

 

 

Tarapacá Reserva

 

X

 

 

 

Tarapacá Varietal

 

 

X

 

 

León de Tarapacá

 

 

X

 

Viña Santa Helena

 

 

 

 

 

Parras Viejas

X

Vernus

X

Selección del Directorio

 

X

 

 

 

Siglo de Oro

 

X

 

 

Santa Helena Varietal

 

 

X

 

 

Alpaca

 

 

X

 

 

Gran Vino

 

 

 

X

 

Santa Helena

 

 

 

X

Viña Misiones de Rengo

 

 

 

 

 

Misiones de Rengo Cuvée

 

X

 

 

 

Misiones de Rengo Reserva

 

X

 

 

Misiones de Rengo Varietal

 

 

X

 

Viña Mar

Viña Mar Reserva EspecialMisiones de Rengo Espumante

 

X

X

 

Viña Mar

Viña Mar Reserva

 

X

X

 

Viña Mar Espumanete Unique

X

Viña Mar Espumante

 

X

Charmat

X

 

Casa Rivas

 

 

 

 

 

Casa Rivas Reserva

 

X

 

 

Viña Leyda

Leyda Lot

X

Leyda Reserva

X

Leyda Single Vineyard

X

La Celia Supremo

X

La Celia

X

La Consulta

X

La Finca

X

Tamari

Tamarí Zhik

X

Tamarí Reserva

X

     

La Celia

X

La Consulta

X

La Finca

X

Eugenio Bustos

X

Tamari

Tamarí Reserva

X

 

41



 

The following table presents our breakdown of total sales volume in thousands of liters by category of VSPT’s winesthe Wine Operating segment during 2015:

2018:

Category

Domestic(1)

Export(1)

Total

Domestic

Export(1)

Total

(in thousands of liters)

 

(in thousands of liters)

Premium

5,737

8,187

13,924

8,112

8,020

16,132

Varietal

7,402

56,968

64,370

8,061

55,310

63,371

Popular-Priced

49,162

7,372

56,534

51,861

7,397

59,258

Bulk

151

3,024

3,175

-

423

Total

62,451

75,551

138,003

68,035

71,150

139,185

(1) Includes Finca La Celia and Tamarí

 

(1) Includes Argentinean operations and bulk wine.

(1) Includes Argentinean operations and bulk wine.

 

As of December 31, 2015, VSPT’s storage capacity totaled 88.8 million liters and its peak bottling and packaging capacity totaled 72,000 liters per hour.

 

Domestic Market. Our Chilean domestic wine is packaged in glass bottles, jugs,cans, cartons, and bag-in-box containers at VSPT’s production facilities in Lontué, Molina and Isla de Maipo. The following chart shows our packaging mix for domestic wine sales for the last three years:

 

Container

Percentage of Total DomesticWine Sold in Chile

Percentage of Total Domestic
Wine Sold in Chile

2013

2014

2015

2016

2017

2018

Carton

56%

54%

51%

49%

47%

48%

Glass Bottles

44%

46%

49%

51%

53%

52%

Bag-in-Box

0%

0%

0%

-

Total

100%

100%

100%

100%

 

 

Beer is a substitute product for wine in Chile. In addition, our wine products may also compete with other alcoholic beverages, such as spirits (mainly pisco), and with non-alcoholic beverages, such as soft drinks and juices.

The average price for our domestic wine customers was CLP 2,008 and CLP 2,065 per liter in 2014 and 2015, respectively, experiencing a growth of 2.8%. Our wine price policy is mainly determined as a consequence of four factors: a) market prices, b) change in sales mix, c) inflation rate and d) desired profit margin in relation to costs of raw materials.

Chilean Export Market.According to industry sources, exports of Chilean wine increased from approximately 43 million liters in 1990 to 877849 million liters in 2015,2018, at a compounded annual growth rate of 13%11%. During 20142017 and 2015,2018, Chilean wine exports reached 801849 million liters and 877941 million liters, respectively. We believe that Chilean wine exports have grown steadily due to their comparatively low prices and positive international image, as well as due to external factors, such as low wine production in the Northern Hemisphere in certainrecent years.

 

VSPT exported from Chile 70 million liters in 2013, 7074 million liters of wine in 2014, and 732016, 72 million liters of wine in 2015.2017 and 68 million liters of wine in 2018. During 2015,2018, VSPT exported wine to more than 80 countries worldwide. Exports accounted for Net sales of CLP 85,730131,168 million, CLP 102,272127,962 million and CLP 117,450119,216 million, in the last three years, respectively. In 2015,2018, VSPT’s primary export markets included the United States, Japan, Brazil, Finland, Paraguay, the Netherlands and China.

 

Most exported wine is sold in glass bottles, except for a certain quantity of unbranded wine that is occasionally sold in bulk, as well as the amountsome wine that is sold in bag-in-box containers. The following chart shows our packaging mix for export Chilean wine volume in the last three years:

 

Container

Percentage of Total Export
Wine Volume from Chile

 

2016

2017

2018

Glass Bottles

86%

91%

91%

Bulk

4%

-

-

Bag in box

10%

9%

9%

Total

100%

100%

100%

42



 

Container

Percentage of Total ExportWine Volume from Chile

 

2013

2014

2015

Glass Bottles(1)

81%

85%

86%

Bulk

5%

3%

4%

Bag in box

14%

13%

10%

Total

100%

100%

100%

(1)    Includes jugs.

5)RawRaw Materials and other Supplies.Supplies

 

The main raw materials that we use are sugar, soft drink concentrates, fruit pulps, malt, rice, hops, grapes glass bottles, aluminum cans, PET bottles, hops and water. We purchase ourThe sugar requirements both imported and fruit pulps that we use are from local supply.and international origin suppliers. We obtain our supply of malt through long term contracts with malt suppliers from Chile and Argentina. Rice is sourced mainly from local and international suppliers in spot transactions. We pre-treat rice in order to ensure that it meets our standards of quality.

 

Water is essential in our production. We obtain all of our water from wells located at our plants and/or from public utilities. The water is treated at facilities located at our plants to remove impurities and to adjust the characteristics of the water before it is used in the production process.

 

We own two mineral water sources in Chile from which the Cachantun and Porvenir brand mineral water products are obtained. These water sourcessprings are located in two areas near Santiago: Coinco and Casablanca, respectively. All of our mineral water products are bottled at their respective sources and distributed throughout the country. Purified water is produced with water pumped from our wells locatedand treated in the plant.

 

We generally purchase all ofThe most relevant packaging materials are: glass bottles, aluminum cans, PET bottles, caps, films, labels, corrugated cases and folding cartons. Long term contracts are signed with the glassmain strategic suppliers.

Glass bottles used in our packaging are purchased from the main local glass suppliers, Cristalerías Chile S.A. and Verallia Chile S.A. and Cristalerías Toro S.A.I.C. in Chile, and Rigolleau/Rigolleau S.A., Cattorini Hnos S.A.I.C.F.E.I. and Owens Illinois Argentina S.AS.A. in Argentina. During 2015,2018, all of our requirements for aluminum cans were purchased from global suppliers, RexamBall Chile S.A., Rexam and Ball Argentina S.A. We buy our labels, films and Fabricas Monterrey S.A. (“FAMOSA”), subisidiary of Crown Holdings. We obtain the labels for our productscorrugated cartons mainly from local suppliers. Plastic capsThe majority of our PET resins are mainly purchased from three suppliers in Chile (including PLASCO), and crowns are currently imported from Mexico.Asia. Bottles and injected preforms are produced by our subsidiary Plasco.

 

We maintain testing facilities at each of our plants and factories where raw materials are analyzed according to our standards. Additionally, the samples are analyzed at various stages of production to ensure product quality. For example, samples of Heineken Cristal and Budweiser beer are periodically sent to the Heineken facilities in The Netherlands and to Anheuser-Busch7 facilities in the United States, respectively, to verify the quality of the product, samplesproduct. Samples of Nestlé Pure Life water are sent to Perrier in France, and samples of Pepsi and Schweppes are analyzed by PepsiCo either at our plants or at the point of sale.

 

Prices of our main raw materials used in the production are tied to the U.S. dollar,USD, and have fluctuated in Chilean and Argentine peso terms due to general commodity price fluctuations in the international markets as well as to the variation of the Chilean and Argentine peso against the U.S. dollar.USD. In addition, from time to time, prices of grapes and wine have varied depending on fluctuations in demandsupply and supplydemand factors.

 

We believe that all of the contracts or other agreements between us and third-party suppliers, with respect to the supply of raw materials, contain standardStandard and customary commercial terms and conditions. We do not believe weconditions are dependentwidely used in all our contracts and supply agreements. Strategic alliances and supplier diversification allow us to reduce dependency on any onea single supplier for a significant portion of our raw and packaging materials. During the past ten years, we have not experienced any material shortage or difficulties in obtaining adequate supplies of necessary raw materials, nor do we expect to do so in the future.

 


VSPT’s main raw materials and packaging materials are purchased and harvested grapes, purchased wine, glass bottles, carton containers, corks and cardboard boxes. VSPT obtained approximately 48.0%34.0% of the grapes used for export wines from itsour own vineyards during 2015.2018. Of the wine sold in the domestic market, 11.6%approximately 8.5% are grapes from our vineyards. In 2015,2018, approximately 53.0%40.0% of the wine used in domestic and export sales was purchased from ten local producers: VinicolaVinícola Patacón SPA, AgricolaSpA, Agrícola y Comercial Bodegas de las Mercedes Ltda,Ltda., Corretajes Torres y Cía. Ltda., Vitivinícola Melior Ltda., Anatolio Segundo Albornoz Vargas, RR Wine Ltda., Comercial Viña Ureta Ltda., Santa Teresa S.A., Aguilera y Barrios Ltda, Vitivinicola Melior Ltda,SpA, Viñedos Errazuriz Ovalle S.A, Viñedos Gurfinkel Ltda, Juan Manuel Diaz Abasolo, Cooperativa Agrícola y Pisquera Elqui Ltda, Sociedad Agroindustrial Cerrillos Ltda, AMS Familya Siegel S.A. VSPT has various alternative sources of supply, which can be used when they are attractive.favorable. VSPT’s glass bottles are mainly purchased from Cristalerías Chile and Verallia; however, when prices have been favorable,VSPT has purchased glass bottles from other local and international suppliers. Carton containers are purchased either from Tetra Pak de Chile Comercial Ltda. or from SIG Combibloc Inc. and are assembled in VSPT’s own automated packing lines.


7See “Item 4: Information on the Company – A. History and Development of the Company”.

43


6)

Sales, Transportation and Distribution.Distribution

Sales, Transportation and Distribution:Chile Operating segment

We distribute all of our products in Chile directly to retail, supermarket and wholesale customers. This system enables us to maintain a high frequency of contact with our customers, obtain more timely and accurate marketing-related information, and maintain good working relationships with our retail customers.

 

After production, bottling and packaging, our beverages are either stored at one of our production facilities or transported to a network of 2428 owned or leased warehousesdistribution centers that are located throughout Chile. Products are generally shipped from the region of production to the closest warehouse,distribution center, allowing us to minimize our transportation and delivery costs.

 

In July 2002,Product distribution is carried out by Transportes CCU throughout the country or by Comercial Patagona Limitada began sellingin the Magallanes Region.

Beginning in October 2001, all of the distribution centers and transportation companies used to store and deliver all of our beer products in the Chile’s Region XII. are managed on a consolidated basis by Transportes CCU.

Comercial Patagona Limitada is a subsidiary of CerveceraCervecería Austral and, as of July 2002, is responsible for the salessale and distribution of our products and those of CerveceraCervecería Austral in Chile’s extreme south.the Magallanes Region. Comercial Patagona reaches 913 points of sale.

We distribute our products throughout Chile to:

·off-premise retail: small and medium-sized retail outlets, which in turn sell our products to consumers for take-out consumption;

·on premise retail: retail establishments such as restaurants, hotels and bars for on-premises consumption;

·wholesalers; and

·supermarket chains

In the last three years, the percentage mix of the above distribution channels for our products in Chile was as follows:

Percentage of Total Products Sold

 

Distribution Channels

2016

2017

2018

Off-premise retail

 40% 

37% 

37% 

On-premise retail

 12%

 15%

 12%

Wholesalers

 14%

 15%

 17%

Supermarkets

 34%

 33%

 33%

Total

 100%

 100%

 100%

    

 

In October 2005, we launched Comercial CCU, a subsidiary responsible for a single sales force dedicated to selling our beverage and sweet snack products,beverages, in order to capture synergies and focus on sales execution. Originally, this plan was piloted in rural areas and small cities in southern Chile. As of 2008, the territory covered by CommercialComercial CCU S.A. has expanded to include the north of Chile from Arica to Copiapó/Vallenar, and the south, from Curicó to Coyhaique except for the city of Concepción.

 

In 2015, we had a dedicated sales forceAs of approximately 565 salespeople, responsible for salesAugust 2016, following the restructuring in Chile that encompassed combining the route-to-market of our productsthe beer and non-alcoholic categories in the territorieswhole country, Comercial CCU also covers the beer and non-alcoholiccategory in the Metropolitan Region including the capital Santiago, and several other large cities such as Viña del Mar, Rancagua, La Serena, and Concepción.

44


For areas not covered by Comercial CCU orwe have dedicated sales forces. Together with Comercial Patagona Limitada. ThisCCU we have a total sales force uses a pre-sell system, like the rest of CCU’s sales platform, and covers approximately 78,185 clients, including 26 supermarket chains, which represent 79,103982 people, reaching 129,010 points of sales.

As of December 31, 2015, we had more than 134,363 customers insale, related to the Chile for our products

Operating segment. None of our customers accounted for more than 2.3%2.5% of our total sales by volume, with the exception of three large supermarket chains that represented in the aggregate 26.9%28.0% of our total sales by volume. During 2015, the ChileanOne of these supermarket industry continued to consolidate, increasing the importance and purchasing powerchains represented over 10.0% of a few supermarket chains.our total sales by volume.

 

Our customers make payment for our products either in cash at the time of delivery or in accordance with one of several types of credit arrangementarrangements that we offer. Payment on credit sales for the Chile Operating segment are generally due 28 days from the date of delivery. Credit sales accounted for 39.2%40.8%, 40.0%41.8% and 39.8%42.4% of our sales in Chile during 2013, 20142016, 2017 and 2015,2018, respectively. Losses on credit sales in Chile have not been significant.

 


Beginning in October 2001, all of the warehousesSales, Transportation and transportation companies used to store and deliver all of our products are managed on a consolidated basis by our TCCU.

We distribute our products throughout Chile to:

·Distribution:off-premises retail: small and medium-sized retail outlets, which in turn sell beer to consumers for take-out consumption;

·on-premises retail: retail establishments such as restaurants, hotels and bars for on-premises consumption;

·wholesalers; and

·supermarket chains. In the last three years, the percentage mix of the above distribution channels for our products in Chile was as follows:

Percentage of Total Products Sold

Distribution Channels

2013

2014

2015

Off-premise retail

41%

41%

41%

On-premise retail

14%

10%

11%

Wholesalers

13%

14%

14%

Supermarkets

32%

35%

34%

Total

100%

100%

100%

 

International Business Operating segment

After

In Argentina, after production, bottling and packaging, our beer is either stored at the production facilities or transported to a network of six warehousesdistribution centers leased or owned by us. Beer products are generally shipped to warehouses which are located within the region in which the beer products are sold.

 

WeAs of December 31, 2018, we have the capacity to reach 159,411185,234 points of sale in Argentina with our direct and indirect sales force. HalfApproximately 70% of our beer in Argentina is sold andand/or distributed through third-party sales and distribution chains. Aschains, including two independent Coca-Cola bottlers who distribute our products mainly in the north and south of December 31, 2015, we hadthe country, representing in the aggregate 22% of our total sales by volume. We have a direct sales force which soldsells our beer products to approximately 89,500 customers within Salta, San Juan, San Luis, Mendoza, Córdoba, Santa Fé, Rosario, the Federal Capital and its outlying metropolitan area,Buenos Aires City, in addition to 7872 regional and national supermarket chains throughout the country. None of our retail customers individually accounted for more than 3.2%4% of our total beer sales by volume.

Looking for greater operational efficiency, during 2016 and 2017 we modified our route to the market, moving volume withfrom direct sales to wholesalers within the exception of Coca Cola bottlers that represented in the aggregate 19.1% of our total sales by volume.outer Buenos Aires Metropolitan Area and Salta.

 

In Argentina, though most beer is sold tothrough wholesalers and distributors, we also sell our products to retailers and supermarket chains. In the last three years, the percentage mix of the above distribution channels for our beer products in Argentina was as follows:

 

Argentina

Distribution Channels

2013

2014

2015

Wholesalers

54%

50%

49%

Retailers

31%

33%

31%

Supermarkets

16%

17%

20%

Total

100%

100%

100%

 
 

Argentina

Distribution Channels

2016

2017

2018

Wholesalers/distributors

 54%

 68%

70%

Retailers

 28%

 16%

12%

Supermarkets

 19%

 17%

19%

Total

100%

100%

100%

In Uruguay our commercial distribution system reaches the whole country and all supermarkets. During 2016, as a result of restructuring, we changed from a direct sales system in Montevideo to an indirect sales system. In 2018, we maintained approximately 17,378 points of sale.

45


In the last three years, the percentage mix of the distribution channels for our beer and non-alcoholic products in Uruguay was as follows:

 

Uruguay

Distribution Channels

2016

2017

2018

Indirect

 84%

 87%

 86%

Retailers

-

-

-

Supermarkets

 16%

 12%

 14%

Total

100%

100%

100%

    

In Paraguay, we have four distribution centers and a direct sales force. Together with a network of distributors and wholesalers, we reach a total of 27,613 points of sale, which allows us to have national coverage with our products.

In the last three years, the percentage mix of the above distribution channels for our beer and non-alcoholic products in Paraguay was as follows:

 

Paraguay

Distribution Channels

2016

2017

2018

Indirect

16%

18%

14%

Retailers

64%

64%

66%

Supermarkets

21%

18%

20%

Total

100%

100%

100%

    

In Bolivia, we have four distribution centers and a direct sales force. We reach a total of 48,412 points of sale, which allows us to have national coverage with our products. The percentage mix of the above distribution channels for our beer and non-alcoholic products in Bolivia was as follows:

Bolivia

Distribution Channels

2018

Off-premise retail

43%

On-premise retail

15%

Wholesalers

38%

Supermarkets

4%

Total

100%

 

Our International Business segment customers either make payments for our products either in cash at the time of delivery or throughin accordance with one of our variousseveral types of credit arrangements.arrangements that we offer. In Argentina, payment on credit sales is currently due 15 days from the date of delivery to wholesalers, and an average of 71 days of delivery to supermarkets. Credit sales in Argentina accounted for 88%, 89% and 88% of total sales during 2015, while in Uruguay2016, 2017 and Paraguay they2018, respectively. In Bolivia, credit sales accounted for 95%22%, 17% and 13% of total sales, respectively. In Uruguay, credit sales accounted for 100% of total sales during 2016, 2017 and 2018. In Paraguay, credit sales accounted for 35%, 40% and 38% of total sales during 2016, 2017 and 2018, respectively. Losses on credit sales in the International Business segment have not been significant.

46



 

Sales, Transportation and Distribution:Wine Operating segment

Domestic.After production, bottling, and packaging, wine is either stored at the production facilities or transported to one of our 24 warehouses28 distribution centers located throughout Chile. VSPT wines are distributed and sold in Chile through our sales and distribution network, under the same system and payment terms as all our other products.

 

We distribute our wine products throughout Chile in the territories not covered by Comercial CCU or Comercial Patagona, Limitada, with our own sales force, to:

 

·       off-premisesoff-premise retail: small and medium-sized retail outlets, which in turn sell wine to consumers for take-out consumption;

·       on-premiseson premise retail: retail establishments such as restaurants, hotels and bars for on-premises consumption;

·       wholesalers; and

·       supermarket chains.

 

For the last three years, the percentage mix of the above distribution channels for our wine products in Chile was as follows:

 

Distribution Channels

2013

2014

2015

2016

2017

2018

Off-premise retail

34%

34%

33%

31%

29%

28%

On-premise retail

5%

5%

5%

5%

Wholesalers

24%

22%

24%

25%

26%

29%

Supermarkets

37%

39%

38%

39%

39%

38%

Total

100%

100%

100%

100%

 

 

We sellreach a total of 32,518 points of sale with our wine products directly to approximately 7,700 customers, nonededicated sales force of which accounted for more than 10% of our total wine sales by volume,81 people, together with the exceptionsales force of four supermarket chains that represented in the aggregate 33% of our total wine sales by volume. We do not maintain any long-term contractual arrangements for the sale of wine with any of our customers.Comercial CCU.

 

Export.VSPT has a presence in more than 80 countries. In order to increase its presence in the international market, VSPT haswe have distribution agreements with key distributors, such as Pernod Ricard in Sweden, Finland, Norway and Estonia; Shaw Ross International in the U.S.; Asahi in Japan; Interfood in Brasil;Brazil; and DGS and Baarsma in Holland and Denner in Switzerland.The Netherlands. In Canada we have distribution agreements with Phillipe Dandurand wines, in Korea with Keumyang, as well as agreements with other distributors.

 

Our Wine Operating segment customers make payment for our products either in cash at the time of delivery or in accordance with one of several types of credit arrangements that we offer. Credit sales accounted for 84.2%, 83.9% and 83.5% of total sales during 2016, 2017 and 2018, respectively. Losses on credit sales have not been significant.

47


7)Seasonality

Seasonality:Chile Operating segment

As a result of the seasonality of our different beverages, our sales and production volumes are normally at their lowest in the second and third calendar quarters and at their highest in the first and fourth calendar quarters (i.e., those months corresponding to the holidays as well as the summer vacation season in Chile).

 

The following table shows our annual sales volume of beer, non-alcoholic beverages and spirits in Chile, excluding exports, by quarter in the last three years:

 


Seasonality Chile Operating segment

      

Year

Quarter

 

Sales Volume

 

% of Annual

   

(millions of liters)

 

Sales Volume

      

2016

1st quarter

 

511.1

 

29%

 

2nd quarter

 

341.8

 

19%

 

3rd quarter

 

380.2

 

22%

 

4th quarter

 

531.2

 

30%

 

Total

 

1,764.3

 

100%

 

2017

1st quarter

 

527.7

 

30%

 

2nd quarter

 

351.1

 

20%

 

3rd quarter

 

387.7

 

22%

 

4th quarter

 

519.8

 

29%

 

Total

 

1,786.3

 

100%

 

2018

1st quarter

 

518.7

 

27%

 

2nd quarter

 

383.4

 

20%

 

3rd quarter

 

417.0

 

22%

 

4th quarter

 

567.8

 

30%

 

Total

 

1886.8

 

100%

 

 

 

 

 

 

 

 

Seasonality Chile Operating segment

 

 

 

 

Year

Quarter

Sales Volume

% of AnnualSales Volume

 

 

(millions of liters)

 

 

 

 

 

2013

1st quarter

427.3

27%

 

2nd quarter

314.1

20%

 

3rd quarter

341.5

22%

 

4th quarter

474.2

30%

 

Total

1557.0

100%

 

 

 

 

2014

1st quarter

455.5

28%

 

2nd quarter

334.7

21%

 

3rd quarter

354.8

22%

 

4th quarter

476.6

29%

 

Total

1621.6

100%

 

 

 

 

2015

1st quarter

473.8

28%

 

2nd quarter

361.9

21%

 

3rd quarter

366.8

22%

 

4th quarter

484.0

29%

 

Total

1686.5

100%

 

48


Seasonality:International Business Operating segment

As a result of the seasonality of the beverage industry with respect to the categories in which we participate, our sales and production volumes are normally at their lowest in the second and third calendar quarters and at their highest in the first and fourth quarters (i.e., those months corresponding to the summer and holiday seasons in the region). The following table shows the annual sales volume for the International Business operating segment, including exports, during each quarter in the last three years:years (the International Business Operating segment includes BBO as of the third quarter of 2018):

Seasonality International Business Operating segment

Year

Quarter

Sales Volume(*)

% of AnnualSales Volume

 

 

(millions of liters)

 

 

 

 

 

2013

1st quarter

142.4

28%

 

2nd quarter

87.3

17%

 

3rd quarter

109.1

22%

 

4th quarter

168.3

33%

 

Total

507.1

100%

 

 

 

 

2014

1st quarter

149.5

28%

 

2nd quarter

96.7

18%

 

3rd quarter

114.9

21%

 

4th quarter

176.5

33%

 

Total

537.5

100%

 

 

 

 

2015

1st quarter

154.6

27%

 

2nd quarter

108.9

19%

 

3rd quarter

127.3

22%

 

4th quarter

179.0

31%

 

Total

569.7

100%

 

 

 

 

(*) Includes Uruguay since September 2012 and Paraguay since January 2014

 

 


Seasonality International Business Operating segment

      

Year

Quarter

 

Sales Volume

 

% of Annual

   

(millions of liters)

 

Sales Volume

      

2016

1st quarter

 

158.3

 

28%

 

2nd quarter

 

98.1

 

17%

 

3rd quarter

 

128.6

 

22%

 

4th quarter

 

190.2

 

33%

 

Total

 

575.2

 

100%

 

2017

1st quarter

 

174.1

 

26%

 

2nd quarter

 

124.1

 

18%

 

3rd quarter

 

155.3

 

23%

 

4th quarter

 

219.1

 

33%

 

Total

 

672.6

 

100%

 

2018

1st quarter

 

212.6

 

26%

 

2nd quarter

 

160.5

 

19%

 

3rd quarter

 

192.0

 

23%

 

4th quarter

 

262.2

 

32%

 

Total

 

827.3

 

100%

 

 

49


Seasonality:Geographical Markets.Wine Operating segment

As a result of the seasonality of the beverage industry with respect to the categories in which we participate, our sales and production volumes are normally at their lowest in the first and fourth calendar quarters and at their highest in the second and third quarters (i.e., those months corresponding to the winter and autumn in the Southern Hemisphere). The following table shows the annual sales volume for the Wine Operating segment during each quarter in the last three years:

Seasonality Wine Operating segment

      

Year

Quarter

 

Sales Volume

 

% of Annual

   

(millions of liters)

 

Sales Volume

      

2016

1st quarter

 

30.0

 

22%

 

2nd quarter

 

37.6

 

27%

 

3rd quarter

 

38.2

 

28%

 

4th quarter

 

33.0

 

24%

 

Total

 

138.8

 

100%

 

2017

1st quarter

 

31.8

 

22%

 

2nd quarter

 

36.4

 

25%

 

3rd quarter

 

40.8

 

28%

 

4th quarter

 

34.2

 

24%

 

Total

 

143.1

 

100%

 

2018

1st quarter

29.6

 

21%

 

2nd quarter

36.7

 

26%

 

3rd quarter

37.7

 

27%

 

4th quarter

34.8

 

27%

 

Total

138.9

 

100%

 

Our principal beverages production facilities

50


8) Geographical Markets

Chile is our primary market in terms of sales, followed by Argentina. In 2016, 2017 and 2018, Chile represented  76%, 72% and 72%, respectively, of CCU’s consolidated Net sales, while Argentina, in the same time periods, represented 21%, 24% and 24%, respectively.

 

Net Sales for the year

 

2016

2017

2018

 

(millions of CLP)

Chile(1)

1,176,972

1,226,668

1,289,513

Argentina(2)

329,585

413,467

421,607

Uruguay

15,204

16,402

17,709

Paraguay

37,136

41,824

43,565

Bolivia

-

-

10,888

Total

1,558,898

1,698,361

1,783,282

(1) Includes revenue from Net sales of the SSU and eliminations between geographical operations. In addition, includes Net sales of the Wine Operating segment.

(2) Includes revenue from Net sales from the subsidiaries Finca La Celia S.A. and Los Huemules S.R.L. which are presented in Wine Operating segment and Chile Operating segment, respectively.

CCU’s Net sales are locatedprimarily generated in Santiago. Santiagothe domestic beverage market in the countries in which we have operations in Latin America. In 2016, 2017 and 2018, the surrounding areas (referred to as the Metropolitan Region) account for approximately 40%domestic market represented 92%, 93% and 93%, respectively, of the population ofCCU’s consolidated Net sales.

 

Net Sales for the year

 

2016

2017

2018

 

(millions of CLP)

Domestic

1,429,152

1,572,617

1,664,614

Exports

129,746

125,743

118,668

Total

1,558,898

1,698,361

1,783,282

CCU’s Wine Operating segment exports wine from Chile and accounted for approximately 41% of our sales in Chile by volume in 2015. We also have one additional beer and non-alcoholic production facility in Temuco and two other beer facilities, in Valdivia (Kunstmann) in Punta Arenas (Austral), all of which are located inArgentina to over 80 countries around the southern region of Chile. We also have a non-alcoholic production and bottling facility in Antofagasta. Currently most of our brands are primarily supplied and distributed from these production facilities.

world. The following table provides the distribution of VSPT’sWine Operating segment’s exports from Chile during 2015in 2018 by geographical markets:market:

 

Market

Volume(1)

Percentage ofTotal Exports

Volume(1)

Percentage of
Total Exports

(thousands of liters)

 

(thousands of liters)

Europe

22,973

33%

22,728

32%

Latin America

17,238

25%

18,421

26%

USA and Canada

8,302

12%

8,095

11%

Asia and Oceania

21,163

30%

21,483

31%

Others

0

0%

Total

69,676

100%

70,727

100%

(1) Excludes bulk exports

(1) Includes Argentinean operations, excludes bulk wine.

(1) Includes Argentinean operations, excludes bulk wine.

 

51


The Metropolitan Region represented approximately 419)%Competition of total domestic sales of VSPT products by volume in 2015.

 

Competition. Competition:

Chile Operating segment

The beer market in Chile is drivenhighly competitive, characterized by the competitive environmenta wide range of locally produced and imported beers, promoting among other factors an estimated average industry volume growth rate of 5% over the last ten years.

beers. Our largest competitor in the beer business is Cervecería Chile (a subsidiary of AB InBev), which commenced operations in Chile during the second half ofin 1991. Cervecería Chile’s primary beer brands are Becker, Corona, Báltica, Stella Artois and Budweiser. Cervecería Chile has one production facility, located in Santiagowhich is under expansion, and also imports products from various beer operations abroad. They distribute theirCervecería Chile distributes its products throughout Chile using a mix ofthrough direct distribution and third party distributors.wholesalers.

 

OtherAnother relevant playersplayer in the beer market in Chile include DESA, which, in addition to Cervecería Chile, distributes the Corona beer brand in Chile, andis Viña Concha y Toro, through its subsidiary Distribuidora Peumo, which imports Miller Genuine Draft and distributesCusqueña. Concha y Toro also owns a majority stake in Southern Brewing Company, makers of Kross craft beer.

Cooperativa Agrícola Pisquera Elqui Limitada (“Capel”), which we also compete with in the Miller beer brand alongpisco category, imports Carlsberg and Bear Beer. We also compete with a number of local craft beers. In addition, a number of smallsmaller direct importers of several international brands compete in the beer marketbrands in Chile.

 

Our principal competitors in the non-alcoholic beverages business are companies which produce, bottle and distribute soft drinks in Chile under licenses from The Coca-Cola Company (“TCCC”) and its affiliates. The two principal soft drinksdrink players in Chile are the licensees of TCCCThe Coca-Cola Company and us. TCCCThe Coca-Cola Company operates through Embotelladora Andina S.A. and Coca-Cola Embonor S.A. In October 2012, Embotelladora Andina S.A. merged with Coca-Cola Polar S.A., where Embotelladora Andina S.A. absorbed Coca-Cola Polar S.A.

 


Fruit nectars under the trade name “Watt’s” face competition from other soft drinks, which are sold by a number of local companies. Our principal competitor in the mineral, purified and flavored water business is Vital Aguas S.A. (a, a subsidiary of Embotelladora Andina S.A., onein which Coca Cola Embonor S.A. has a minority stake. Our principal competitor in the juice, ice tea and sports drink business is Vital Jugos S.A., a subsidiary of TCCC licenseesEmbotelladora Andina S.A., in Chile).

TCCC’s products are produced, bottled and distributed in Chile through two separate licensees which market soft drinks under the Coca-Cola, Coca-Cola Light, Coca-Cola Zero, Fanta, Fanta Light, Sprite, Sprite Zero, Quatro Light, Nordic Mist, Taí, Andina nectars and juices, and Kapo juice brand names.Coca Cola Embonor S.A. has a minority stake.

 

Our domestic competitors in the soft drinksdrink business have benefited from both internationally recognized brand labelsbrands (especially with regard to the Coca-Cola product line) and a large number of local bottling companies distributing their products throughout Chile. As a result of the formation of ECUSA, we also similarly benefited from the internationally recognized Pepsi brand as well as our competitive strengths, which include a portfolio of nationally well-known brands and a nationwide distribution system.

 

Given the high percentage of soft drink sales volumes in returnable containers coupled with the high cost of transportation to Chile, theThe spirits market for imported soft drinks in Chile is not significant in 2014. While there are no legal barriers to entry, we believe that the existing returnable bottle systemalso highly competitive, characterized by a wide range of locally produced and high transportation costs may continue to deter potential competitors from exporting soft drinks to Chile.

With respect toimported products. Our largest competitor is Capel, which produces pisco our competitorlocally and imports a number of spirits. Capel has nine production facilities located in Regions IIIthe Atacama and IVCoquimbo regions in the north of Chile and distributes its products throughout the country. Capel uses its own sales force, as well as third-party distributors.

While there are currently no significant legal or regulatory barriers to entering the Chilean beverages market, substantial investment would be required to establish or acquire production We also compete against Diageo Chile Limitada, which imports premium spirits such as Johnnie Walker whiskey and distribution facilitiesSmirnoff vodka, among others. As of mid-2018, Diageo’s productswere distributed by Embotelladora Andina and bottles for useEmbotelladora Embonor. We also compete against several other smaller importers of international brands, as well as local producers of pisco. In January 2016 CPCh divested its interest in Chile’s proprietary returnable bottling system, and to establish Compañía critical mass in sales volumes. Nevertheless, if long-term economic conditions in Chile continue to be favorable, other enterprises may be encouraged to attempt to enter the Chilean market. In addition, our brands in Chile may face increased competition from other beverages, produced or marketed by other parties.Pisquera Bauzá S.A. making Bauzá a competitor.

 

The following chart shows estimates of our Chile market share for the last five years based on store audits conducted by Nielsen.years:

 

Year

Chile Operating segment Volume market share

 

 

2011

37.9%

2012

38.1%

2013

40.0%

2014

40.8%

2015

41.5%

 

Year

Chile Operating segment Volume market share(1)

 

2014

40.9%

2015

41.6%

2016

42.3%

2017

42.7%

2018

43.4%

(1) Source: Nielsen. The calculation of the weighted average for past periods includes markets and industries that CCU entered at a later date.

52


Competition:International Business Operating segment

Since 2003, after the agreement between Quilmes and AmBev, the Argentine beer market consisted of three principal brewing groups: AmBev-Quilmes, us and CASA Isenbeck. The principal proprietary brands of these companies are Quilmes, Schneider and Isenbeck, respectively. In December 2006, ICSA, a new competitor, entered the Argentine beer market. ICSA began its operations at the former AmBev brewery in Luján producing three beer brands: Palermo, Bieckert and Imperial, which had previously belonged to Quilmes. These assets were sold by AmBev-Quilmes in response to requirements of the antitrust authorities in Argentina. In 2008, these assets were bought by CCU Argentina and subsequently merged into CICSA.Compañía Industrial Cervecera S.A. acquired ICSA´s shares after receiving the approval of the Argentine antitrust authorities. In November 2010, SABMiller acquired CASA Isenbeck.


The following table shows estimates of the market share of our International Business Operating segment (including Beer and Cider (since 2011) in Argentina, CSD and Mineral Water in Uruguay) for the last five years based on ID Retail sources for Uruguay and Nielsen source for Argentina.

Year

International Business Operating segment Volume market share

 

 

2011

16.8%

2012

15.7%

2013

16.9%

2014

17.1%

2015

18.2%

 

 

Quilmes, the beer market leader in Argentina and our principal competitor, also has beer operations in Chile, Paraguay, Uruguay and Bolivia. As of December 31, 2015, Quilmes had five breweries in Argentina with an estimated total annual production capacity of 16001,600 million liters. Quilmes’ large size enables it to benefit from economies of scale in the production and distribution of beer throughout Argentina. In 1994, Companhia Cervejaria Brahma, one of the two largest beer producers in Brazil, commenced production at its new brewery in Luján, near Buenos Aires, which at present belongs to CCU Argentina. In addition, Warsteiner (today SABMiller), a large German brewer, commenced production at its new brewery in Zárate, also near Buenos Aires, with an annual production capacity estimated to be approximately 140 million liters. Prior to commencing production in Argentina, Companhia Cervejaria Brahma and Warsteiner competed in the Argentine market with imported beer. In July 1999, the merger of Companhia Cervejaria Brahma and Companhia Antarctica Paulista was announced, creating AmBev. This merger was finally approved in March 2000, creating one of the largest beverage producers in the world.

 

In May 2002, AmBev and Quilmes announced that pursuant to an agreement between both parties, AmBev would transfer all of its beer assets in Argentina, Bolivia, Paraguay and Uruguay to Quilmes in exchange for 26.4 million new B shares of Quilmes. Additionally, according to that announcement, AmBev would purchase from the controlling shareholders of Quilmes 230.92 million class A shares for US$USD 346.4 million. The agreement further stipulated that AmBev can purchase at the end of a seven-year period the remaining Quilmes shares owned by the current controlling group, the Bemberg family, with AmBev shares. The Bemberg family had the option to sell to AmBev their remaining class A shares during a period beginning with the end of the first year and ending with the seventh year after the agreement was announced. This option was exercised in April 2006. This transaction was approved by the Argentine antitrust authorities on January 13, 2003, subject to the condition that AmBev and Quilmes divest themselves of certain brands and the AmBev plant in Luján, near Buenos Aires, to a company currently not present in the Argentine beer market. On February 14, 2003, through our subsidiary CICSA, we filed a complaint before the Argentine federal courts in order to be eligible to participate in the acquisition of these assets. In February 2006, the Argentine Supreme Court of Justice ruled against our complaint. In December 2006, the Argentine authorities approved the sale of these assets to ICSA, a company owned by local investors. On March 3, 2004, AmBev and Interbrew announced an agreement to merge the two companies, creating the world’s largest brewer under the name InBev. This merger was closed in August 2004. On November 18, 2008 Anheuser Busch and InBev merged creating the global beer leader. Consolidation in the beer industry has resulted in larger and more competitive participants, which could change the current market conditions under which we operate.

 

In 2010 SABMillerSAB Miller bought Casa Isenbeck (Isenbeck, Warsteiner and La Diosa brands) and launched Miller Genuine Draft and Miller Lite beer in Argentina.

 

During 2015 SAB Miller plc accepted an offer from AB Inbev to merge its operations. As a result of the merger between AB Inbev and SAB Miller plc, Quilmes and CASA Isenbeck would become oneplayer. See “Risk Factors – Risks Relating to Our Business – Consolidationbecame one player. This merger was approved by the Argentine antitrust authorities in April 2018, conditioned on AB Inbev’s satisfaction of all its obligations under the beer industry may impact our market share.”


Our beer brands inswap agreement with CCU Argentina also face competition from other alcoholic beverages, such as wineS.A. and spirits, as well as from non-alcoholic beverages, such as soft drinks.Compañía Industrial Cervecera S.A.

 

In 2016 AB Inbev sold the Miller brands to Coors Brewing Company. In Argentina, CICSA signed an agreement with Coors Brewing Company to manufacture, package, commercialize and distribute the Miller brands through December 2026, with an automatic renewal for a period of five years if the renewal criteria have been satisfied.

On September 6, 2017, CCU and CCU Argentina reached an agreement with ABI for the early termination of the Budweiser license in Argentina in exchange for a portfolio of brands and several payments. See “Item 4: Information on the Company – A. History and Development of the Company”.

53


The following table shows estimates of the market share of our International Business Operating segment including: beer in Argentina; beer, carbonated soft drinks, juice, mineral and flavored water in Uruguay; beer, carbonated soft drinks, juice and mineral water in Paraguay; and beer, malt and carbonated soft drinks in Bolivia:

Year

International Business Operating segment Volume market share (1)

2014

12.9%

2015

13.8%

2016

14.0%

2017

14.7%

   2018(2)

20.0%

(1)Sources: For Argentina, Nielsen until 2017 and Ernst and Young for 2018. ID Retail for Uruguay, CCR for Paraguay and Ceismori for Bolivia. The calculation of the weighted average for past periods includes markets and industries that CCU entered at a later date.

(2)Figure including Bolivia would have been 15.8%.

Competition:Wine Operating segment

The wine industry is highly fragmented and competitive in both the domestic and the export markets. No single wine producer in Chile accounts for the majority of production and/or sales. In Chile, VSPT competes directly against all other Chilean wineries.Apart from VSPT, the leading wineries in Chile include Viña Concha y Toro S.A. (“Concha y Toro”), Viña Santa Rita S.A. (“Santa Rita”) and Bodegas y Viñedos Santa Carolina S.A. (“Santa Carolina”). In addition, VSPT competes against numerous medium-sized wineries, including Viña Undurraga S.A. (“Undurraga”), Cousiño Macul S.A. (“Cousiño Macul”) and Viña Montes, among others. We believe that VSPT’s primarylargest domestic competitors, such as Concha y Toro and Santa Rita, derive their relative competitive strengths from their wide portfolio of products, well-recognized brand names and established distribution networks. In 2015,2018, Concha y Toro and Santa Rita had a volume market share of approximately 28.1%29.2% and 31.6%30.0%, respectively. VSPT also competes with Santa Carolina and numerous medium-sized wineries, including Undurraga and Cousiño Macul, and many small wine producers that make up Chile’s informal wine market.producers.

 

Internationally, VSPT competes against Chilean producers as well as with wine producers from other parts of the world. According to information compiled by the WineriesWines of Chile Association,association, VSPT is the second-largest exporter of Chilean wines with a market share of approximately 13.5%12.3% in 2015,2018, excluding bulk wine. Our other principalmain Chilean competitors, namely Viña Concha y Toro, Viña Santa Rita and Viña Santa Carolina had market sharesrepresented 30.5%, 5.3% and 5.0%, respectively, of 32.8%, 4.5% and 4.9%, respectively.total Chilean wine exports, excluding bulk wine, in 2018.

 

The following table shows estimates of the volume market share of our Wine Operating segment (excluding bulk wine sales) for the last five years accordingyears:

Year

Wine Operating segment Volume market share(1)

2014

18.3%

2015

18.0%

2016

18.1%

2017

18.2%

2018

17.7%

(1)According to Nielsen figures for domestic wine and Viñas de Chile for export figures.

Year

Wine Operating segment Volume market share

 

 

2011

16.0%

2012

17.3%

2013

17.6%

2014

18.3%

2015

17.9%

Other

Distribution Network. In Chile, we have an extensive and integrated distribution network for the sale and distribution of beer, soft drinks, mineral water, purified water, functional beverages, nectars, wine, pisco, rum, whiskey, vodka and sweet snacks products with capacity to reach approximately 134,363 points of sale. The network includes a total of 24 owned or leased warehouses and a network of independent transportation companies handled by TCCU. Sales are performed by category-specific sales forces and by Comercial CCU, which has a sales force of approximately 503 people who sell our products to approximately 46,417 customers in the northern area of Chile from Arica to Copiapó/Vallenar and in the mid-south area from Curicó/Talca through Coyhaique, except for Concepción. In the far south of Chile, in Punta Arenas, Comercial Patagona Limitada does the selling for all our products, reaching 538 customers. In the central partscalculation of the countryweighted average for past periods includes markets and in the City of Concepción, there are dedicated sales forcesindustries that focus on single lines of products. Product distribution is carried out by TCCU throughout the country or by Comercial Patagona Limitada in its territory.CCU entered at a later date.

 

In Argentina we have the capacity to reach 159,411 points of sale. Our network of sales and distribution for our products consists of six owned or leased warehouses, a direct sales force and 10 logistics operators serving approximately 89,500 customers and more than 78 supermarket chains stores. Approximately 19.1% of beer sales volume is served by two independent Coca Cola bottlers (mainly in the north and south of the country).

54



 

10)Plastic Bottles.Government RegulationThrough our subsidiary PLASCO, we own and operate a plastic factory in Renca which supplies most of the pre-forms, returnable and non-returnable bottles and caps, primarily used by us in the packaging of our soft drinks and water products. Additionally, PLASCO has three blowing bottle machines in ECUSA at Santiago facilities and two in Antofagasta.

 

The manufacturing of both returnable and non-returnable plastic bottles involves a two-step process. The first step consists of an injection molding process, which manufactures pre-forms from PET resin. The second step involves blowing plastic bottles from the molded pre-forms. We purchase resin and complete the two-step process in order to fulfill the majority of our bottling requirements. In some cases, we purchase pre-forms manufactured by third party suppliers and complete only the bottle-blowing step at our own facilities.

The manufacturing of plastic caps for carbonated soft drinks and water also involves a two-step process. The first consists of a compress molding process, which manufactures caps from PP resin. The second step is the decoration of plastic caps with an offset printing process. For juices and Gatorade we produce caps in a one step process with another raw material (HDPE).

Government Regulation

Government Regulation in Chile

We are subject to the full range of governmental regulation and supervision generally applicable to companies engaged in business in Chile. These regulations include labor laws, social security laws, public health, consumer protection, environmental laws, securities laws, and antitrust laws. In addition, regulations exist to ensure healthy and safe conditions in facilities for the production, bottling, and distribution of beverages. For a more detailed discussion of environmental laws, see “Item 4.D.4. Information on the Company – E. Environmental Matters”.

 

Regulations specifically concerning the production and distribution of “alcoholic beverages” are contained in Chilean Law N°18,455 and its Ordinance, which set the standards for human consumption of such beverages, by minutely describing the different types of alcohol; the minimum requirements that must be met by each class of beverage; raw materials and additives that may be used in their manufacture; their packaging and the information that must be provided by their labels; and the procedure for their importation, among others.

 

Additional regulations concerning wine origin denominations are contained in Executive Decree N° 464 of the Ministry of Agriculture, dated December 14, 1994, as amended, which also laid out the wine-growing regions and set rules regarding grape varieties, vintage year, labeling and selling requirements. Pisco origin denominations, also applicable to us, are regulated in Executive Decree N° 521 dated May 27, 2000 of the Ministry of Agriculture and likewise contains provisions relating to pisco producing regions, raw material standards, manufacturing procedures, packaging and labeling.

 

The large-scale production of alcoholic beverages does not need any licenses or permits other than those required for the general run of commercial and industrial enterprises engaged in the manufacture of consumer commodities.

 

On January 19, 2004According to Law N°19,925 was published,enacted in 2004, which amended and restated the Act on Sale and Consumption of Alcoholic Beverages (former Law N°17,105).

All, all establishments dealing in alcoholic beverages, whether wholesale or retail, require a special municipal license, the cost of which is fixed by the law and varies according to the nature of the outlet or point of sale (i.e. liquor store, tavern, restaurant, hotel, warehouse, etc.). We are in possession of all licenses necessary for our wholesale operations.


 

Law N°19,925 also set new opening and closing hours; limited geographical areas for the sale of alcohol; reduced the maximum number of licenses to be granted by zones and population; increased criminal liability for selling alcohol to persons under eighteen years of age; and tightened the restrictions, imposing prison sentences and higher fines, among others, for violations formerly deemed lighter. One of its most important innovations iswas to forbid the sale of alcohol to minors at all outlets, and not just for on-premises drinking (the only exception retained is the case of children who are served meals when accompanied by their parents).

 

The regulatory agency for alcoholic beverages is the Servicio AgricolaAgrícola y Ganadero (“SAG”).

 

The production, bottling and marketing of non-alcoholic beverages is subject to applicable sanitary legislation and regulations, particularly the Sanitary Code and the Food Ordinance (the Reglamento“Reglamento Sanitario de los Alimentos)Alimentos”).

 

Non-alcoholic beverages are also subject to the provisions of Law N° 20,606 on Nutritional Composition of Food and Advertising enacted in 2012, Decree No. 13 of the Ministry of Health which was enacted on June 26, 2015, which amendedamending the Food Ordinance referred to above, and Law N° 20.86920,869 on Food Advertising, enacted on November 13, 2015, and Supreme Decree N° 1 of the of Ministry of Health enacted on December 11, 2017 and effective as of June 11, 2018, which set certain restrictions on and requirements for the advertising, labeling and marketing of foods that are qualified as " high""high” in calories or any of the defined critical nutrients, such as sodium, sugar and saturated fats.

 

The third phase of the regulation is expected to go into effect in June 2019, reducing the maximum permitted calorie level (see table). We have taken measures to mitigate the impact of this new law.

55


 

Phase 1

Phase 2

Phase 3

 

June 2016

June 2018

June 2019

Calories kcal/100ml

100

80

70

Sodium mg/100ml

100

100

100

Sugar g/100ml

6.0

5.0

5.0

Saturated fat g/100ml

3.0

3.0

3.0

Law N°19,937, which was enacted in 2004, and fully operative by February 2004,2006, established a newthe structure and powers for the current Sanitary Authority, and became effective on January 1, 2005 and was fully operative by February 2006.Authority. The Servicios de Salud (“Health Services”) was replaced by the Ministry of Health’s Regional Offices, which constitute the new Sanitary Authorities, and inspect plants on a regular basis, taking samples for analysis, directing the adoption of new safety procedures and applying fines and other penalties for infringement of regulations.

 

The production and distribution of mineral water is also subject to special regulation.regulation, Supreme Decree N° 106 of Ministry of Health enacted on January 22, 1997, as amended, as well as the Food Ordinance referred to above. Mineral water may only be bottled directly from sources, which have been designated for such purpose by a Supreme Decree signed by the President of Chile. The competent Sanitary Authority provides a certification of the data necessary to achieve such a designation. All of our facilities have received the required designation.

 

Independently of the products manufactured or services provided in each plant or facility, the premises are also regularly inspected by the Sanitary Authorities, regarding sanitary and environmental conditions, labor safety, and related matters.

 

There are currently no material legal or administrative proceedings pending against us in Chile with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our businesses in Chile.

Government Regulation in Argentina

We are subject to the full range of governmental regulation and supervision generally applicable to companies engaged in business in Argentina, including social security laws, public health, consumer protection and environmental laws, securities laws and antitrust laws. As closely held corporations, our subsidiaries in Argentina are principally governed by Law N° 19,550 on commercial companies included in the Civil and Commercial Code.

 

National Law N°18,284 (the Argentine Food Code, or the “Food Code”) regulates the manufacturing, packaging, import, export and packagingmarketing of food and beverages. The Food Code provides specific standards with which manufacturing plants must comply and regulates the production of food and beverages mentioned in the Food Code. The Food Code also specifies the different methods in which beer may be bottled as well as the information to be provided on labels. National Law N° 24,788, enacted in March 1997, establishedand its Regulatory Decree N° 688/2009, regulates the sale and consumption of alcoholic beverages and its advertising and establishes the national minimum age requirements for the purchase of alcoholic beverages. Under this lawLaw, the sale of alcoholic beverages is not permitted to persons under 18 years of age, and the health authorities of each province undertake the enforcement of the Food Code. In theFederalthe Federal Capital and many provinces of Argentina, local law restricts the sale of alcoholic beverages, particularly between the hours of 11 p.m. and 8 a.m., and establishes harsh penalties for infringement. Additionally, Law N° 5,708 also establishes further advertising requirements for the Federal Capital.


 

There are currently no material legal or administrative proceedings pending against us in Argentina with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Argentina.

 

56


Government Regulation in Uruguay

In Uruguay, we are subject to the full range of governmental regulation and supervision generally applicable to companies engaged in business in said country. As a closedclosely held corporation, our subsidiary issubsidiaries are principally governed by Law N° 16,060, which regulates all commercial companies.

 

The main applicable laws are Decree 315/94 containing the National Bromatological Regulations, Code of Children and Adolescents regulating aspects related to sale and advertising of alcoholic beverages, Law No. 17,849 and its regulatory decreeRegulatory Decree N° 260/07 regulating Integrated Packaging Management System, Mercosur Technical Regulations for labeling of packaged food, Law N° 18,159 regulates the promotion and defense of competition, and Law N° 19,196 governing the criminal liability of employers for breach of occupational safety rules when it threatens or causes damage to the lives of workers.

 

There are currently no material legal or administrative proceedings pending against us in Uruguay with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Uruguay.

Government Regulation in Paraguay

In Paraguay, Bebidas del Paraguay and Distribuidora del Paraguay S.A. are governed by the laws of the Republic of Paraguay, in particular by Law N° 1,034/83 of Merchants, and Articles 1048N° 1,048 to 1159N° 1,159 of Law N° 1183/1,183/85 Civil Code and its subsequent amendments: (i)amendments, Law N° 388/94 creating detailed rules on the establishment or formation, capital and powers of the assemblyshareholders’ meetings of corporations, and (ii) Law N° 3228/3,228/07 which, in turn, modifies N° 388/94 regarding formalities for the organization of corporations.corporations, and Law N° 5,895/17 that establishes transparency rules in the corporate governance of companies constituted by shares, and Decree
N° 9,043/17 as amended, that regulates Law N° 5,895/17 and establishes fines in case of non-compliance.

In addition, for the import, sale and advertising of alcoholic and non-alcoholic beverages, the corporation Bebidas del Paraguay is subject to the provisions of the Health Code Law N° 836/80, Law N° 1,334/98 of Consumer and User Protection, Law N° 1,333/98 on advertisement and promotion of tobacco and alcohol, Law N° 1.642/1,642/00 prohibiting the sale of alcoholic beverages to minors and its consumption on public roads, Executive Decree N° 1635/1,635/99 and Resolution of the Ministry of Public Health and Social Welfare N° 643/12 regulating aspects relating to registration of food products.products as amended, among others.

 


There are currently no material legal or administrative proceedings pending against us in Paraguay with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Paraguay.

 

B.Government Regulation in BoliviaOrganizational Structure

 

BBO is a closely held corporation governed by the laws of the Plurinational State of Bolivia, in particular by Chapter V (Corporations) of Decree Law N° 14,379 Commercial Code, which establishes provisions on the constitution of companies, rights and obligations of the shareholders, the administration and control bodies of the company, as well as the classification of the shares, issuance rules and records.

In addition, in view of the corporate purpose of BBO and the commercial activities carried out in Bolivia, regarding the production, import, export and marketing of alcoholic and non-alcoholic beverages, the following rules are applicable: Law N° 1,990 or General Law of Customs and Supreme Decree N° 25.870 that contains the regulation of the General Law of Customs, both regulate the regime of imports and exports, Law N° 2.061 of the National Service of Agricultural Health and Food Safety (“SENASAG”), regulating entities responsible for administering the agricultural health and food safety regime in the country, Resolution N° 15/2018 that contains the regulation for the classification and registration of food, issued by SENASAG, Law N° 259 on control of sale and consumption of alcoholic beverages, and Supreme Decree N° 29,519 that regulates competition and consumer protection.

57


There are currently no material legal or administrative proceedings pending against us in Bolivia with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Bolivia.

Government Regulation in Colombia

CCC and ZF CC are simplified stock corporations governed by the laws of the Republic of Colombia, in particular, with respect to their corporate existence and operation, Law N° 1,258 of 2008, Law N° 222 of 1995 and the Colombian Commercial Code.  These companies are closely held corporations and may not become issuers of listed securities in the stock exchange while they remain organized as simplified stock corporations. In connection with laws applicable to ongoing businesses in Colombia, generally, the two companies are subject to laws regulating labor matters, social security, compliance, data protection, consumer protection, health and sanitary oversight and registrations, environmental matters (particularly, in connection with the recently inaugurated beer plant of ZF CC near Bogotá) and tax matters, among others.

ZF CC must comply with the free trade zone regime, including Decree N° 2,685 of 1999, Law N°1,004 of 2005, Decree N° 2,147 of 2016, Decree N° 390 of 2016 and Decree N° 349 of 2018 and its approved master plan (plan maestro). It has been announced by the Colombian Government that the Ministry of Treasury and Public Credit will soon issue a new decree compiling the free trade zone regulation (Decree Project No. 0910).

Furthermore, both CCC and ZF CC are subject to the regulations included in Decree N° 1,686 of 2012, which sets forth the sanitary requirements for the production, packaging, advertising, transportation, import and marketing of alcoholic beverages destined for human consumption.  On the other hand, Law N°124 of 1994 regulates the sale and consumption of alcoholic beverages and its advertising and establishes the national minimum age requirements for the purchase of alcoholic beverages. Under this law, the sale of alcoholic beverages is not permitted to persons under 18 years of age.

Law N° 223 of 1995, and regulations issued thereunder, regulate local taxes to which provinces (departamentos) in Colombia are entitled in connection with the production and distribution of alcoholic beverages, including beers. 

There are currently no material legal or administrative proceedings pending against us in Colombia with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Colombia.

58


C. Organizational Structure

Ownership Structure as of March 31, 20162019

 


We are controlled by IRSA, which owns directly and indirectly 60.0% of the shares of our common stock. IRSA, since 1986, was a joint venture between Quiñenco and the Schörghuber Group through its wholly owned subsidiary FHI of the Netherlands. OnIn April 2003, the Schörghuber Group sold FHI to Heineken Americas B.V., a subsidiary of Heineken International B.V. FHI and Heineken International B.V. formed Heineken Chile Ltda., through which 50% of IRSA shares are held. On December 30, 2003, FHI merged into Heineken Americas B.V. Currently, Quiñenco and Heineken Chile Ltda., a Chilean limited corporation controlled by Heineken Americas B.V., are the only shareholders of IRSA, each with a 50% equity interest.

 

Quiñenco is the holding company of one of the largest and most diversified business conglomerates in Chile, with investments in various sectors of the Chilean economy. Apart from CCU, Quiñenco’s principal holdings include Banco de Chile (a leading financial institution in Chile), Invexans S.A. (the largest shareholder of the French cable producer Nexans S.A.), Tech Pack S.A.(1) (a leading manufacturer of flexible packaging in Latin America), Empresa Nacional de Energía Enex S.A. (the second-largest retail fuel distributor in Chile), Compañía Sud Americana de Vapores S.A. (main shareholder of Hapag-Lloyd A.G., one of the largest container ship operatorsliners worldwide), and Sudamericana Agencias Aéreas y MarítimasSociedad Matriz SAAM S.A. (one of the largestmain port operators in South America and the fourth largestleading tugboat operator worldwide)in America).

 

Heineken, the Dutch brewer, is one of the largest brewers in the world with over 156 breweries inwhich markets and sells more than 70300 brands in 190 countries and 73,767has more than 85,000 employees worldwide. Heineken group’s beer volume was 188.3233.8 million hectoliters during 2015, and its principal brands are Heineken and Amstel.

2018.

 

The following table provides our significant subsidiaries as of December 2015:2018:

 

Subsidiaries

Country

Total Ownership Interest

Cervecería CCU

Chile

100.00%

CCU Argentina

Argentina

100.00%99.99%

ECUSA

Chile

99.93%99.98%

Aguas CCU-NestléVSPT(1)

Chile

50.10%   82.99%

VSPT

Chile

64.72%

CPCh

Chile

80.00%(1) Compañía Cervecerías Unidas S.A. indirectly, through CCU Inversiones S.A., has an aggregate 83.01% controlling interest in VSPT.

(1)On April 18, 2016, Tech Pack S.A. (“Techpack”) announced an agreement to sell its subsidiary Alusa S.A. to Amcor, the main flexible packaging manufacturer in the world. The transaction is subject to approval from Techpack’s shareholders and antitrust authorities in certain jurisdictions, among others

59


 

C.D.Property, Plants and Equipment

 

Set forth below is information concerning our production facilities as of December 31, 2015,2018, all of which are owned and operated by us or our subsidiaries.

 

For the Chile Operating segment, we had an aggregated Supply Capacity per month18of 334.5 438.2million liters9 with a Utilized Capacity during peak month210of 56.01%64.3%. The annual Nominal Installed Capacity for our two main businesses in Chile (beer and soft drinks)this segment is 27.848.2 million hectoliters.

Our Chile Operating segment total facilities size is 587,765 square meters (total built area including warehousing logistics activities related to the production process).

 

Set forth below is a list of our 15 principal production facilities.facilities:

 

Chile Operating segment

PlantLocation

Type of Plant

SantiagoSantiago- Quilicura

Beer

 

Valdivia

Beer

Santiago

Non-alcoholic beverages

Temuco

Mixed

Valdivia

Beer

Punta Arenas(1)

Beer

Antofagasta

Non-alcoholic beverages

 

Coinco

             Non-alcoholic beverages

Santiago -Renca

Non-alcoholic beverages

Casablanca

Non-alcoholic beverages

Coinco

Non-alcoholic beverages

Casablanca

Non-alcoholic beverages

Manantial

Coronel (Manantial)

Non-alcoholic beverages (HOD)

Santiago- Quilicura (Manantial)

Non-alcoholic beverages (HOD)

Puerto Montt (Manantial)

Non-alcoholic beverages (HOD)

Pisco Elqui

Spirits

Sotaquí

Spirits

Spirits

Monte Patria

Spirits

Spirits

Salamanca

Spirits

Spirits

Ovalle

Spirits

 

Spirits

(1) Production in the Punta Arenas facility is under licensing agreements and, accordingly, we do not consolidate this facility.

 

The CCU Renca project11will represent a total investment of USD 380 million, which includes a new distribution center and a new production plant for non-alcoholic beverages, both incorporating the latest technologies for efficient and sustainable production and distribution. The distribution center, launched at the end of 2018, is the largest in the company, with a warehouse of 22,500 square meters and has 100% electric mobile equipment. The new production plant, which we expect to begin to build this year, will be an operation that contemplates zero residues to sanitary landfill from the outset.

 

For the International Business Operating segment, we had an aggregated Supply Capacity per month of 79.1110.6 million liters with a Utilized Capacity during peak month of 79.16%81.3%.

Our The annual Nominal Installed Capacity for the International Business Operating segment total facilities sizebusiness is 232,194 square meters (total built area including warehousing logistics activities).

12.1 million hectoliters.

 


18Supply Capacity per month is defined as nominal installed production capacity for the current product/packaging mix during 25 days per month and 3 shifts per day.Theday. The calculated slack (spare) capacity does not necessarily indicate real slack capacity. The real production capacity is less than the nominal installed production capacity as adjustments are required for real machinery performance, packaging mix, availability of raw materials and bottles, seasonality within the months and other factors. As a result, we believe that the peak monthly capacity utilization rates shown above understate real capacity utilization and that slack capacity is overstated.

29 Includes Manantial.

10Utilized Capacity During Peak Month is equal to production output as a percentage of Nominal Installed Production Capacity during our peak month for each respective plantplant.

11See “Item 5: Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Capital Expenditures.”

60



Our International Business Operating segment total facilities size is 403,656 square meters (total built area including warehousing logistics activities).

Set forth below is a list of our 10 principal production facilities.

facilities:

International Business Operating segment

PlantLocation

Country

Type of Plant

Santa Fe

Buenos Aires (Luján)

Argentina

Beer

Santa Fé

Argentina

Beer

Salta

Argentina

Beer

LujánSajonia

Paraguay

Beer

MendozaSanta Cruz

Bolivia

CiderBeer

PilarPan de Azúcar

Uruguay

Non-alcoholic beverages

San Antonio

Paraguay

Non-alcoholic beverages

Santa Cruz

Bolivia

Non-alcoholic beverages

Allen

Argentina

Cider

Ciudadela

Argentina

Cider

Uruguay

Non-alcoholic beverages

 

For the Wine Operating segment, we had an aggregated Nominal FilingFilling Capacity of 72,00080,040 liters per hour and a Storage Capacity in Tanks and Barrels of 88.894.0 million liters. The total facilities size is 150,946153,706 square meters.

 

Set forth below is a list of our four principal production and two storage facilities.facilities:

 

WineOperating segment

PlantLocation

Country

Type of Plant

Molina

Chile

Wine Production

Totihue

Chile

Wine Production

TarapacáIsla de Maipo

Chile

Wine Production

Finca La Celia

Argentina

Wine Production

Lontué

Chile

Wine Storage

Viña Mar

Chile

Wine Storage

 

D.Our two principal production facilities through joint ventures12 are set forth below:

Joint Ventures

Location

Country

Type of Plant

Punta Arenas

Chile

Beer(1)

Sesquille

Colombia

Beer(2)

(1) Production in the Punta Arenas facility is under licensing agreements and, accordingly, we do not consolidate this facility.

(2) In February 2019, CCU through its joint venture with Grupo Postobón, started beer production at the new three million hectoliter plant. Accordingly, we do not consolidate this facility.


12See “Item 4: Information on the Company – B. Business Overview – Overview – Joint Ventures and Associated Companies”.

61


In addition to our production plants listed above, we have 34 owned and 7 leased distribution centers in the countries in which we operate:

Own Distribution Centers

Country

Leased Distribution Centers

Country

Arica

Chile

Illapel

Chile

Iquique

Chile

La Vara

Chile

Calama

Chile

Castro

Chile

Copiapo

Chile

San Antonio

Chile

Coquimbo

Chile

Encarnacion

Paraguay

Ovalle

Chile

Coronel Oviedo

Paraguay

Llay Llay

Chile

Trinidad

Bolivia

Curauma

Chile

Santiago Sur

Chile

Rancagua

Chile

Talca

Chile

Chillan

Chile

Talcahuano

Chile

Los Angeles

Chile

Valdivia

Chile

Osorno

Chile

Puerto Montt

Chile

Coyhaique

Chile

Cervecera

Chile

Temuco

Chile

Antofagasta

Chile

Modelo

Chile

Villarrica

Chile

Renca

Chile

Sauce Viejo

Argentina

Cordoba

Argentina

Rosario

Argentina

Munro

Argentina

Mendoza

Argentina

San Juan

Argentina

Pan de Azúcar

Uruguay

Asunción

Paraguay

Ciudad del Este

Paraguay

La Paz

Bolivia

62


E.Environmental Matters

 

Chile

Our operations are subject to both national and local regulations in Chile relatingin relation to the protection of the environment.environmental protection. Regarding human health, the fundamental law in Chile is the Health Code, which establishes minimum health standards and regulates air and water quality, as well as sanitary landfills. The local Sanitary Authority is the governmental entity in charge of the enforcement of these rules and has the authority to impose fines.

 

The environmental framework is governed by Law N°19,300, enacted in 1994, as amended, which includes not only environmental protection rules but also rules concerning the preservation of natural resources. Among other matters, it creates the environmental impact assessment system which requires any future project or major amendment of an existingindustrial activity that may affect the environment to evaluate its possible environmental impact, in order to fulfill related regulations and to implement mitigation, compensation and restoration measures.

 

Law N°19,300 also creates a mechanism of pointthat establishes sources emission limits and environmental quality standards that are developed and detailed by specific regulations. In this sense, there is a special regulation for wastewater discharges into sewage systems, and another regulation for wastewater discharges into superficial water bodies, in both cases pursuant to a schedule of deadlines. Over the years, CCU implemented specific action plans in each operation, optimizing those emissions and,based on the location and wastewater quality, invested in highly efficient treatment plants. Such plants are also designed to generate boiler-suitable biogas.bodies. We are in compliancecomply with this law and related regulations in all material respects, having fulfilledrespects.

Over the years, CCU has implemented specific action plans in each of its operations through the Environmental Vision 2020, which seeks to achieve three objectives within the decade (2010 - 2020): a reduction of greenhouse gas emissions per hectoliter by 20%, a reduction of water consumption per hectoliter by 33%, and to reach 100% in the valorization of industrial solid waste.

In 2016, the Company took important steps in the area of environmental sustainability, including (1) our first satellite natural gas regasification plant at each relevant stageCCU’s Temuco plant, which allowed the conversion from heavy oil to natural gas, decreasing the plant’s CO2 emissions by 20%; (2) our mini hydroelectric power plant in Isla de Maipo, which generates 250 kilowatts of electrical power for the winery of Viña Tarapacá; and (3) a biogas plant in Molina, which operates exclusively with biological waste from the harvest.

In 2017, CCU was distinguished by the United Nations through its Pacto Global Chile Network, with the VIII Environmental Recognition 2017 granted by the Climate, Energy and Water Committee of the Chilean-British Chamber of Commerce (Carbon Footprint).

In 2018, we continued to make progress in our Environmental Vision 2020 plan, with the reduction in greenhouse gases reaching 24.4%; the decrease in water consumption of 42.2%; and the valorization of industrial waste by 98.5%. To support this last objective, CCU signed a Zero Waste to Landfill Clean Production Agreement (“CPA”), together with 29 other Chilean companies, as well as with the Chilean government’s Sustainability and Climate Change Agency (“ASCC”) and the Recycling Industry National Association. In this agreement, the participant companies committed to reducing to zero the waste that they send to landfills, by introducing circular economy practices, in order to avoid their generation or increase their recovery. Related to the reduction of Greenhouse Gas emissions, our Quilicura plant began to use biogas in its boilers inAugust 2018. InJanuary 2019, our subsidiary Plasco was recertified under ISO 50,001.

In June 2016, Law N° 20,920 was enacted, which establishes the framework for waste management, the extended responsibility of the producer (REP) and promotion of recycling, which names “priority products” that must be recovered by the producers who put them on the market. The priority products must be managed through recycling, recovery or final disposal through an individual or collective Waste Management System. Regarding the latter, the authority will impose recollection goals through specific regulations that are still under development. On November 30, 2017, the Regulations on Procedures of the REP Law were published. During 2018, regulations were issued that established the collection, valorization and other associated obligations for tires and we expect regulations for other priority products, including all requirements prescribed by them.packaging materials, to be issued in 2019.

63



ThroughRelating to environmental pollution levels, Law N° 19,300 gives the possibility to the Office of the Secretary-General of the Presidency to define categories of highly polluted areas as “Latent Zone” and “Saturated Zone” through the enactment of Law N°20,417 in 2010 and Law N°20,600 in 2012 (amending Law N°19,300),a Supreme Decree. For the former category, the Ministry of Environmentmust establish decontamination plans, and the three governmental bodies (Environmental Superintendency, Environmental Assessment Service and specific Environmental Courts) were established, replacing all former activities of the CONAMA, the National Environmental Commission (or Comision Nacional del Medio Ambiente, or “CONAMA”). Those new governmental bodies are now responsible for the development, implementation and enforcement of various regulations regarding environmental management in relation to environmental standards, protection of natural resources, environmental education and pollution control, among other responsibilities.latter category, it must establish prevention plans.

Due to the high levels of air pollution in the Santiago metropolitan area,Metropolitan Area, the relevant authorities have implemented a decontamination plan, which includes different levelstypes of measures depending on the air quality and certain measures thatlevels, some of which can be imposed on industries. In the case of emergency situations, thoseemergencies, the companies comprising the industries classified as producing the highest levels of particle and gas emissions must suspend their activities. We are in compliance withcomply current regulations applicable to both our beer and soft drink facilities in the Santiago metropolitan areaMetropolitan Area in all material respects.

On October 4, 2016, a decontamination plan for Santiago City was approved (“Santiago Respira”). Santiago Respira includes new measures to reduce levels of pollution during winter. The plan includes a “low emissions area” that will only allow the circulation of newer models of trucks and may impose a permanent restriction on the circulation of vehicles with a “green seal” between May and August of each year.

Regarding the Tax Reform Act of 2014, and its amendments of 2016, an annual tax has been adopted, applicable to emissions from stationary sources over 50MWt. On December 2, 2016, a list of facilities subject to payment of such tax was published. Included on that list Cervecería CCU’s industrial plant located in Quilicura. Therefore during 2017, we are required to report our emissions on a monthly basis.

Finally according to the RE 2129 of July 29, 2016 from the General Water Authority (Dirección General de Aguas or “DGA”), owners of groundwater usage rights will be required to modify their extraction control systems and to report their results periodically to DGA.

There are currently no material legal or administrative proceedings pending against us in Chile with respect to any environmental matter. We believe that we are in compliance in all material respects with all applicable environmental regulations.

CCU received the VIII Environmental Recognition 2017 granted by the Climate, Energy and Water Committee of the British Chilean Chamber of Commerce, in the Carbon Footprint category. This distinction was awarded due to the electric trucks project that our logistics department implemented in the center of Santiago, as part of the new distribution model.

In 2018 CCU received recognition from the Environmental Ministry, for our 2017 registration in the carbon footprint program called “HuellaChile”.

Argentina

New laws and regulations have been enacted inIn Argentina, as a result of heightened community concerns for environmental issues. Consequently, there are several statutes imposing obligations on companies regarding environmental matters at the municipal, provincial and federal levels in accordance with the General Environmental Protection Framework (Law 25,675), which establishes the Basic Environmental Protection Budgets, forming the fundamentals to develop all legislation and national environmental policy. In many cases, private entities operating public utilities such as water supply and sewage are in charge of controlling and enforcing those regulations. Examples of new laws and regulations recently enacted are: (i) the National Register of Chemical Substances (Decree 900/12), which was implemented in January 2014 and aims to improve the traceability of chemical substances by means of strict control of all chemical substances that enter or leave the industrial plant, (ii) Decree 801/2015 regarding the global system of classification and labeling of chemical products, which based on Decree 3359/N° 3,359/2015 was implemented in April 2016 for pure substances, and will be implemented in January 2017 for mixed substances, and (iii) Law No. 26,190 the National Regime for the Use and Promotion of Renewable Sources of Energy, which was modified by Law 27,191 and regulated by Decree 531/2016, with the objective to gradually implement the Use of Renewable Sources of Energy in the plants.

 

Another important federal environmental legislation in Argentina is the Hazardous Waste Act (Law N°24,051), which is supplemented by additional provincial legislation, to enforce the provisions of the Hazardous Waste Act when specific federal tests indicate the need to do so. The application of the provisions of the Hazardous Waste Act depends upon the magnitude of the public health risk and whether those conditions exist in more than one province.oneprovince. Hazardous waste is defined broadly and includes any residue that may cause harm, directly or indirectly, to human beings that may pollute the soil, water, atmosphere or the environment in general. Generally, claims involving hazardous waste give rise to strict liability in the event of damage to third parties. In addition, each province in which we operate facilities has enacted environmental legislation with broad and generic goals, as well as water codes and related agencies to regulate the use of water and the disposal of effluents in the water.

64


 

Over the last several years CCU Argentina has implemented a complete program for the treatment of its industrial waste, which involves the separation, collection, transportation and reusing of thegeneratedthe generated solid waste, in compliance with the Industrial Waste Act (Law N° 25,612), as well as wastewater treatment plants. The waste program is part of our constant effort to improve environmental conditions.


The main features of our wastewater treatment plants are their production of biogas which is used as boiler fuel, their minimum space requirements and its low electric power consumption. Also, all of CCU’s major operations facilities have been awarded theCertificado de Aptitud Ambiental (Environmental Aptitude Certificate) which is the main document endorsing the company’s environmental management in each provincial state.

 

Notwithstanding the foregoing, the regulation of matters related to environmental protection is not as well developed in Argentina as in the United States and certain other countries. Accordingly, we anticipate that additional laws and regulations will be enacted over time with respect to environmental matters.

 

While we believe that we will continue to be in compliance with all applicable environmental regulations, we cannot assure you that future legislative or regulatory developments will not impose restrictions on us, which could result in material adverse effects on our businesses, results of operations and our financial condition. There are currently no material legal or administrative proceedings pending against us in Argentina with respect to any regulatory matter. We believe that we are in compliance in all material respects with all applicable statutory and administrative regulations with respect to our business in Argentina.

 

ITEM 4A: Unresolved Staff Comments

 

Not applicable.

ITEM 5: Operating and Financial Review and Prospects

 

Overview

 

CCU is a diversified beverage company operating principally in Chile, Argentina, Bolivia, Colombia, Paraguay and Uruguay. CCU is the largest Chilean brewer, the second-largest Chilean soft drinks producer and the largest Chilean water and nectar producer, the second-largest Argentine brewer, the second-largest Chilean wine producer and the largest pisco distributor. It also participates in the HOD, rum and confectionery industries in Chile, in the beer, water and soft drinks industries in Uruguay, and in the soft drinks, water and nectar industries and beer distribution in Paraguay and Bolivia. The Company has licensing and/or distribution agreements with Heineken Brouwerijen B.V., Anheuser-Busch Incorporated, PepsiCo Inc., Schweppes Holdings Limited, Guinness Overseas Limited, Société des Produits Nestlé S.A., Pernod Ricard and Coors Brewing Company.

 

We face certain key challenges and risks associated with our business. These risks include competition within the marketplace, managing operating costs and the integration and expansion of new products. We are the leading brewerybusiness, as highlighted in Chile; however, competitors are investing in this market and launching new products, and therefore, we must concentrate on competitive pricing and marketing strategies to maintain our market share. Operating costs are subject to variations depending on plant efficiency, product mix and production cycles, and also on U.S. dollar commodities prices and the rate of exchange from Chilean pesos to U.S. dollars or Euros. Our principal costs include the cost of raw and packaging materials, distribution and marketing costs. We continue to sell and deliver new products to our customers, including products through new licensing agreements and new products through internal development.Item 3.D. Risk Factors.

 


The analysis of our results is based on financial statements prepared in accordance with IFRS as issued by the IASB. The three most recent years are considered in the discussion below.

 

In 2015, we reached new historical records in sales volumes and Net sales revenues, obtaining consolidated Net sales of CLP 1,498,372 million, of which 60% was accounted for from the Chile Operating segment; 27% from the International Business Operating Segment; 13% from the Wine Operating Segment, and the remainder from sales of other products and/or consolidation eliminations. Our Net sales revenues increased15.4% over the prior year as we increased sales of existing products and had a higher average price per product.

Circular Letter N° 856

On September 29, 2014 Act No. 20,780 was published in Chile, regarding the Tax Reform Act which introducesintroduced amendments, among others, to the income tax system. The Tax Reform Act providesestablishes that corporations will apply by defaultas of 2017 Open Stock Corporations should calculate their taxes based on the "Partially“Partially Integrated System", unless a future extraordinary shareholders´ meeting agreesSystem” without the possibility to opt for the "Attributedalternative “Attributed Income Regime”.

The difference between assets and liabilities"Partially Integrated System" provides for deferred taxes that occur as a direct effect of thegradual increase in the First Category Income tax rate, introduced by Act No. 20,780going from 20% to 21% for the 2014 business year, to 22.5% for the 2015 business year, to 24% for the 2016 business year, to 25.5% for the 2017 business year, and according to 27% starting in the Circular Letter N°856 (“Oficio Circular” N°856) of the SVS, has been accounted against Equity, under Retained earnings. As of September 30, 2014, the total effect registered against the Company’s Equity amounted to CLP 14,395 million.2018 business year.

 

Consequently, since December 31, 2014, in addition to the financial statements issued to comply with the rules and instructions of the SVS, the Company issues financial statements in which the adjustment caused by the application of the new tax rates in Chile to the difference in assets and liabilities for deferred taxes, is registered against income in order to comply with IFRS as issued with the IASB, the regulation required by the Securities and Exchange Commission (“SEC”).65


A.

ADJUSTED OPERATING RESULT

 

The following discussion should be read in conjunction with our consolidated financial statements and the notes included thereto in this annual report. In the following discussion, Chilean pesoCLP amounts have been rounded to the nearest million pesos, unless otherwise indicated. Certain amounts (including percentage amounts) which appear herein have been rounded and may not sum to the totals shown.

 

We evaluate the performance of the segments based on several indicators, including Adjusted Operating Result, is aAdjusted Operating Result Before Depreciation and Amortization (ORBDA), ORBDA margin (% of ORBDA of total revenues for the Operating segment), volumes and sales revenues. Sales between segments are conducted using terms and conditions at current market rates.

Adjusted Operating Result and ORBDA are non-IFRS financial measure, as it ismeasures.  Adjusted Operating Result reflects a subtotal in our Consolidated Statement of Income.Note 6 under Operating segment’s additional information (pageF-46). A non-IFRS financial measure does not have a standardized meaning prescribed by either IFRS or U.S. GAAP. For management purposes, Adjusted Operating Result is defined as earningsNet income before other gains (losses), net financial expense, equity and income of joint ventures, foreign currency exchange differences, result as per adjustment units and income taxes.taxes (or alternatively, Adjusted Operating Result can be defined as “Income from operational activities” excluding “Other gains/(losses)”).  For management purposes, ORBDA is defined as Adjusted Operating Result before depreciation and amortization.

 

Our managementThe Company believes that the use of “Adjusted Operating Result” provides investors with a better understanding of the day-to-day performance of the Company, because elements included under “Other gains/(losses)” such as impacts derived from derivative contracts and marketable securities are not considered part of the core business of each Operating segment and therefore are managed at the corporate level. The performance of each Operating segment is assessed by this measure, and for the same reason this measure is used by each segment’s Chief Operating Decision Maker to assess the performance of the Operating segments. This measure eliminates items that have less bearing on our operating performance and thus highlights trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. The Company believes that disclosure of Adjusted Operating Result provides useful information to investors and financial analysts in their review of our operating performance and their comparison of our operating performance to the operating performance of other companies in the beverage industry, but it may not be comparable to similarly titled indicators used by other companies.Further, the Company believes that the use of ORBDA provides useful information to investors and analysts in their review of financial results as it is a common figure disclosed by other companies to calculate financial ratios in order to have comparable measures used in the industry. Neither Adjusted Operating Result is not a substitutenor ORBDA are substitutes for IFRS measures of earnings.

 

Adjusted Operating Result and ORBDA have important limitations as analytical tools. For example, they do not reflect (a) our cash expenditures or future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements needed for, our working capital needs; (c) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; or (d) tax payments or distributions to our parent to make payments with respect to taxes attributable to us that represent a reduction in cash available to us. Although we consider the items excluded in the calculation of non-IFRS measures to be less relevant to the evaluation of our performance, some of these items may continue to take place and accordingly may reduce the cash available to us.


The following table presents the Net sales and Adjusted Operating Result, and the relevant percentage as a component of Net sales, for each of our Operating segments:segments. Starting from the third quarter of 2016, the Company has incorporated into the Chile Operating segment the business activities performed by the Strategic Service Units (SSU), which include Transportes CCU, Comercial CCU, CRECCU and Plasco. Prior to December 2015, the revenue and expenses of the Strategic Service Units were reported under Others.

66


 

 

Year Ended December 31,

 

2013

2014

2015

 

(in millions of CLP, except percentages)

Net sales

 

 

 

 

 

 

Chile Operating segment

765,196

63.9%

830,341

64.0%

902,021

60.2%

International Business Operating segment

282,435

23.6%

299,668

23.1%

405,714

27.1%

Wine Operating segment

152,255

12.7%

172,349

13.3%

189,515

12.6%

Other

-2,660

-0.2%

-4,391

-0.3%

1,122

0.1%

Total

1,197,227

100.0%

1,297,966

100.0%

1,498,372

100.0%

 

 

 

 

 

 

 

Operating Result

 

 

 

 

 

 

Chile Operating segment

147,367

78.3%

129,740

72.1%

153,924

75.1%

International Business Operating segment

26,693

14.2%

28,152

15.6%

30,266

14.8%

Wine Operating segment

12,913

6.9%

24,780

13.8%

32,533

15.9%

Other

1,292

0.7%

-2,752

-1.5%

-11,786

-5.8%

Total

188,266

100.0%

179,920

100.0%

204,937

100.0%

 

Year Ended December 31,

 

2016

2017

2018

 

(in millions of CLP, except percentages)

Net sales

 

 

 

 

 

 

Chile Operating segment(1)

     997,376

64.0%

 1,047,119

61.7%

1,109,574

62.2%

International Business Operating segment(2)

     370,109

23.7%

     460,317

27.1%

483,926

27.1%

Wine Operating segment(3)

     201,402

12.9%

     204,454

12.0%

206,519

11.6%

Other

        (9,989)

 (0.6)%

     (13,530)

 (0.8)%

(16,736)

(0.9)%

Total

 1,558,898

100.0%

 1,698,361

100.0%

1,783,282

100.0%

 

 

 

 

 

 

 

Adjusted Operating Result(4)

 

 

 

 

 

 

Chile Operating segment(1)

     154,551

77.0%

     182,784

77.8%

202,662

43.2%

International Business Operating segment(2)

       20,815

10.4%

       45,266

19.3%

266,345

56.8%

Wine Operating segment(3)

       37,189

18.5%

       24,519

10.4%

22,667

4.8%

Other

     (11,903)

 (5.9)%

     (17,676)

 (7.5)%

(22,952)

(4.9)%

Total

     200,652

100.0%

     234,894

100.0%

468,722

100.0%

 

 

 

 

 

 

 

Volume (in million liters)

 

 

 

 

 

 

Chile Operating segment(1)

      1,764.4

71.2%

      1,786.3

68.7%

1,886,8

66.1%

International Business Operating segment(2)

         575.2

23.2%

         672.6

25.8%

827,3

29.0%

Wine Operating segment(3)

         138.8

5.6%

         143.1

5.5%

138,9

4.9%

Total

      2,478.4

100.0%

      2,602.0

100.0%

2,853.0

100.0%

(1) Includes beers, non-alcoholic beverages, spirits and shared services units in Chile.

(2) Includes beers, cider, non-alcoholic beverages and spirits in Argentina, Bolivia (from August 2018), Paraguay and Uruguay.

(3) Includes domestic and export wine sales to more 80 countries.

(4) Defined, for management purposes, as Net Income before other gains (losses), net financial expenses, equity and income of joint ventures, foreign currency exchange differences, results as per adjustment units and income taxes.

       

 

67


The following is a reconciliation of our income from operational activities,Net income; the most directly comparable IFRS measure to Adjusted Operating Result and ORBDA for the years ended December 31, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2015, and by Operating segment for the years ended December 31, 2013, 2014 and 2015.

2018.

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

2011

2012

2013

2014

2015

(millions of CLP)

 

 

 

 

 

Income from operational activities

195,828

176,710

189,225

183,957

213,449

Add (Subtract):...................................

 

 

 

 

 

Results Derivative Contracts...........

-2,459

4,030

-2,390

-4,153

-9,840

Marketable Securities to Fair Value

227

-92

108

103

-36

Other(1) .....................................................

-778

540

1,324

12

1,364

Exceptional Items (EI)(2)……………

-12,905

-

2,989

1,628

-

Operating Result before EI

179,913

181,188

191,255

181,548

204,937

Exceptional Items (EI)(2)……………

12,905

-

-2,989

-1,628

-

Operating Result(3)...........................

192,818

181,188

188,266

179,920

204,937

(1) Other includes items such as expenses related to capital increases, expenses related to acquisitions of new businesses, and results related to divestments of Joint Operations, among others.

(2) 2011 EI corresponds to the earthquake insurance compensation in Chile and the restructuring charges of cider business in Argentina; 2013 EI corresponds to a restructuring process of the organization which implied the early retirement of managers replaced internally, promotions and the sole and exceptional paymen of incentives to the leaving and remaining personnel; 2014 EI corresponds to the effect of CLP 1,628 million associated with restructuring processes across Operating segments

(3)   After Exceptional Items

 

 

 

 

 

 

For the years ended December 31,

 

2014

2015

2016

2017

2018

 

(in million CLP)

     

 

Net income of year

120,792

140,526

140,082

148,108

322,085

Add (Subtract):

    

 

Other gains (losses)

(4,037)

(8,512)

8,346

7,717

 (4,030)

Financial Income

(12,137)

(7,846)

(5,680)

(5,051)

 (15,794)

Financial costs

22,957

23,101

20,307

24,166

 23,561

Share of net loss of joint ventures and associates accounted for using the equity method

899

5,228

5,561

8,914

 10,816

Foreign currency exchange differences

613

(958)

(457)

2,563

 (3,300)

Result as per adjustment units

4,159

3,283

2,247

111

 (742)

Income taxes

46,674

50,115

30,246

48,366

 136,127

Adjusted Operating result(1)

179,920

204,937

200,652

234,894

 468,722

Exceptional Item (EI)

1,628

-

-

-

 -

Adjusted Operating result before (EI)

181,548

204,937

200,652

234,894

 468,722

Depreciation and amortization

68,608

81,567

83,528

92,200

 93,289

ORBDA before (EI)

250,155

286,504

284,180

327,094

 562,011

Exceptional Item (EI)

(1,628)

-

-

-

 -

ORBDA(2)

248,528

286,504

284,180

327,094

 562,011

(1) Defined, for management purposes, as Net Income before other gains (losses), net financial expenses, equity and income of joint ventures, foreign currency exchange differences, results as per adjustment units and income taxes.

 (2) Defined, for management purposes, as Adjusted Operating Result before depreciation and amortization.

 

 

68



 

Chile Operating Segment

For the Years Ended December 31,

 

 

 

 

 

 

2013

2014

2015

(millions of CLP)

 

 

 

Income from operational activities

147,020

129,704

152,466

Add (Subtract):

 

 

 

Results Derivative Contracts

-5

118

57

Marketable Securities to Fair Value

-

-

-

Other(1)

352

-82

1,401

Exceptional Items (EI)

780

-

-

Operating Result before EI

148,147

129,740

153,924

Exceptional Items (EI)

-780

-

-

Operating Result(2)

147,367

129,740

153,924

(1) Other includes items such as expenses related to capital increases, expenses related to acquisitions of new businesses, and results related to divestments of Joint Operations, among others.

(2) After Exceptional Items

 

 

 

 

International Business Operating Segment

For the Years Ended December 31,

 

 

 

 

 

2013

2014

2015

(millions of CLP)

 

 

 

Income from operational activities

26,693

27,847

30,303

Add (Subtract):

 

 

 

Results Derivative Contracts

-

-

-

Marketable Securities to Fair Value

-

-

-

Other(1)

-

305

-37

Exceptional Items (EI)

543

1,215

-

Operating Result before EI

27,236

29,367

30,266

Exceptional Items (EI)

-543

-1,215

-

Operating Result(2)

26,693

28,152

30,266

(1) Other includes items such as expenses related to capital increases, expenses related to acquisitions of new businesses, and results related to divestments of Joint Operations, among others.

(2) After Exceptional Items

 

 

 

 

Wine Operating Segment

For the Years Ended December 31,

 

2013

2014

2015

(millions of CLP)

 

 

 

Income from operational activities

13,246

24,559

32,838

Add (Subtract):

 

 

 

Results Derivative Contracts

-333

221

-305

Marketable Securities to Fair Value

-

-

-

Other(1)

-

-

-

Exceptional Items (EI)

276

-

-

Operating Result before EI

13,189

24,780

32,533

Exceptional Items (EI)

-276

-

-

Operating Result(2)

12,913

24,780

32,533

(1) Other includes items such as expenses related to capital increases, expenses related to acquisitions of new businesses, and results related to divestments of Joint Operations, among others.

(2) After Exceptional Items

 

 

 

 

Other Operating Segment

For the Years Ended December 31,

 

2013

2014

2015

(millions of CLP)

 

 

 

Income from operational activities

2,265

1,846

-2,158

Add (Subtract):

 

 

 

Results Derivative Contracts

-2,052

-4,492

-9,592

Marketable Securities to Fair Value

108

103

-36

Other(1)

971

-210

-

Exceptional Items (EI)

1,390

413

-

Operating Result before EI

2,683

-2,339

-11,786

Exceptional Items (EI)

-1,390

-413

-

Operating Result(2)

1,293

-2,752

-11,786

(1) Other includes items such as expenses related to capital increases, expenses related to acquisitions of new businesses, and results related to divestments of Joint Operations, among others.

(2) After Exceptional Items


The following table presents our Income statement for the periods noted below:

 

Year Ended December 31,

 

2016

2017

2018

 

(millions of CLP, except percentages)

Net sales

   1,558,898

100.0%

   1,698,361

100.0%

 1,783,282

100.0%

Cost of  sales

     (741,820)

47.6%

     (798,739)

47.0%

     (860,011)

48.2%

Gross profit

       817,078

52.4%

       899,622

53.0%

 923,271

51.8%

Other income by function

           5,144

0.3%

           6,718

0.4%

 228,455

12.8%

Other expenses(1)

          (2,027)

0.1%

          (2,662)

0.2%

 (1,428)

0.1%

Exceptional Items (EI)

                    -

-

                    -

-

 -

-

MSD&A(2)

     (619,543)

39.7%

     (668,783)

39.4%

      (681,576)

38.2%

Adjusted Operating Result(3)

       200,652

12.9%

       234,894

13.8%

 468,722

26.3%

Net financing expenses

       (14,627)

0.9%

       (19,115)

1.1%

 (7,766)

0.4%

Results as per adjustment units

          (2,247)

0.1%

             (111)

0.0%

 742

0.0%

Exchange rate differences

               457

0.0%

          (2,563)

0.2%

 3,300

0.2%

Equity and income from joint ventures                          

          (5,561)

0.4%

          (8,914)

0.5%

 (10,816)

0.6%

Other gains/(losses)                                         

          (8,346)

0.5%

          (7,717)

0.5%

 4,030

0.2%

Income before taxes

       170,328

10.9%

       196,474

11.6%

 458,211

25.7%

Income taxes

       (30,246)

1.9%

       (48,366)

2.8%

 (136,127)

7.6%

Net income for the year

       140,082

9.0%

       148,108

8.7%

 322,085

18.1%

      Attributable to:

 

 

 

%

 

 

Equity Holders of Parent Company

       118,457

7.6%

       129,607

7.6%

 306,891

17.2%

Non controlling interest

         21,624

1.4%

         18,501

1.1%

 15,194

0.9%

(1) Other expenses are part of the ´Other expenses by function´ as presented in the Consolidated Statement of Income. These Other expenses mainly consist of losses related to the sales and write off of fixed assets.

(2) MSD&A, included Marketing, Selling, Distribution and Administrative expenses.

(3) Defined, for management purposes, as Net Income before other gains (losses), net financial expenses, equity and income of joint ventures, foreign currency exchange differences, results as per adjustment units and income taxes.

69


FISCAL YEAR ENDED DECEMBER 31, 2018 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2017

The main highlights of the Income Statement for the fiscal year ended 2018 were: (a) Net sales growth of 5.0%, driven by 9.6% higher volumes, partially offset by 4.2% lower average prices in millionsCLP terms; (b) Net income growth of pesos136.8%; and (c) Adjusted Operating Result growth of 99.5%, mainly explained by the increase of 488.4% in the International Business Operating segment and 10.9% in the Chile Operating segment, partially offset by the decrease of 7.6% in the Wine Operating segment. It is also important to highlight that the Income Statement in 2018 reflects both ongoing operations and the impact of: i) the CCU Argentina – ABI transaction ii) the application of Hyperinflation Accounting in Argentina (see Note 4 to our consolidated financial statements included herein) and (iii) the tax asset revaluation in Argentina as discussed herein.

Net sales

Our Net sales increased by 5.0% to CLP 1,783,282 million in 2018, from CLP 1,698,361 million in 2017, due to 9.6% higher consolidated volumes, partially offset by 4.2% lower average prices. Volume growth was driven by a 23.0% and 5.6% increase in volumes in the International Business and Chile Operating segments, respectively, partially offset by 3.0% lower volumes in the Wine Operating segment. The 4.2% lower average price in CLP was primarily explained by the sharp depreciation of the ARS against the CLP, which resulted in a 14.5% lower average price in CLP terms from the International Business Operating segment. Net sales performance of each of our Operating segments during 2018 is described below:

Chile: Net sales increased 6.0% to CLP 1,109,574 million in 2018, from CLP 1,047,119 in 2017, as a result of 5.6% higher sales volume coupled with 0.3% higher average prices. The volume growth was mainly explained by industry growth and slight market share gains.

International Business: Net sales increased 5.1% to CLP 483,926 million in 2018, from CLP 460,317 million in 2017 as a result of 23.0% higher sales volumes partially offset by 14.5% lower average prices in CLP. The consolidation, as of August 9, 2018, of BBO, our subsidiary in Bolivia, also contributed to volume growth this year. Excluding Bolivia, volumes grew 18.9%. The increase in volumes was mainly driven by our convenience packaging strategy, innovation in brand extensions and effective brand portfolio management. The lower average price in CLP terms was primarily due to the sharp depreciation of the Argentine peso against the CLP in 2018, given that prices in the International Business Operating segment increased in line with local inflation.

Wine: Net sales increased 1.0% to CLP 206,519 million in 2018, from CLP 204,454 million in 2017. The increase in Net sales was the result of 4.1% higher average prices, primarily explained by price increases in the domestic market, partially offset by a 3.0% decrease in volumes, as we experienced a contraction in our export market.

Cost of sales

Cost of sales consists primarily of the cost of raw materials, packaging, labor costs for production, personnel, depreciation of assets related to production, depreciation of returnable packaging, licensing fees, bottle breakage, utilities, and the costs of operating and maintaining plants and equipment. Our Cost of sales increased 7.7% to CLP 860,011 million in 2018, from CLP 798,739 million in 2017, mostly due to 9.6% higher volumes, given that the Cost of sales per hectoliter declined 1.8%.  As a percentage of Net sales, Cost of sales increased to 48.2% in 2018, from 47.0% in 2017, explained by the 4.2% decrease in the average price per hectoliter. The Cost of sales for our Operating segments during 2018 is described below:

Chile: Cost of sales increased 3.6% to CLP 501,256 million in 2018, from CLP 483,604 million in 2017, driven primarily by the increase in volumes, given that the Cost of sales per hectoliter decreased by 1.9%. The decrease in the Cost of sales per hectoliter was explained by manufacturing efficiencies, lower cost of sugar and the 1.4% appreciation of the CLP against the USD, which reduced our USD-denominated costs, offset by higher PET and aluminum costs. All in, Cost of sales as a percentage of Net sales:sales decreased to 45.2% in 2018 from 46.2% in 2017.

International Business: Cost of sales increased 20.8% to CLP 230,069 million in 2018, from CLP 190,387 million in 2017, driven primarily by volume growth and the impact on USD-denominated costs.  Cost of salesper hectoliter in CLP decreased by 1.8%, primarily explained by currency translation, given that in local currency, the Cost of sales per hectoliter rose as a result of higher USD-denominated costs, due to the sharp depreciation of the ARS/USD. As a result, Cost of sales as a percentage of Net sales increased to 47.5% in 2018 from 41.4% in 2017.

70


Wine: Cost of sales increased 5.6% to CLP 133,272 million in 2018, from CLP 126,244 million in 2017. Cost of sales per hectoliter increased 8.8% as result of the higher cost of wine, following the weak 2016 and 2017 harvests in Chile. As a percentage of Net sales, Cost of sales increased to 64.5% in 2018 from 61.7% in 2017.

Gross profit

Our Gross profit increased 2.6% to CLP 923,271 million in 2018, from CLP 899,622 million in 2017. Gross profit decreased to 51.8% in 2018 from 53.0% in 2017.

Marketing, Selling, Distribution and Administrative Expenses

Marketing, Selling, Distribution and Administrative expenses (“MSD&A”) primarily include advertising and promotional expenses, selling expenses, distribution costs such as product transportation costs, services provided by third parties and other administrative expenses. Our MSD&A expenses increased 1.9% to CLP 681,576 million in 2018, from CLP 668,783 million in 2017. As a percentage of Net sales, our MSD&A improved 116 bps partially driven by the “ExCCelencia CCU” program in all of our Operating segments to 38.2% in 2018, from 39.4% in 2017. The MSD&A performance of each Operating segment during 2018 is described below:

Chile: MSD&A expenses increased 6.3% to CLP 407,243 million in 2018, from CLP 383,169 million in 2017, driven primarily by the increase in volumes. As a percentage of Net sales, MSD&A remained almost flat at 36.7% in 2018 compared to 36.6% in 2017, as operating efficiencies were offset by higher fuel prices.

International Business: MSD&A decreased 6.5% to CLP 210,591 million in 2018, from CLP 225,342 million in 2017, primarily due to the depreciation of the ARS against the CLP. As a percentage of Net sales, MSD&A decreased to 43.5% in 2018 from 49.0% in 2017, primarily as a result of logistic efficiencies and scale benefits, due to our double-digit volume growth, contributing to the 544 bps improvement in MSD&A as a percentage of Net sales.

Wine: MSD&A decreased 2.8% to CLP 52,409 million in 2018, from CLP 53,942 million in 2017. As a percentage of Net sales, MSD&A decreased to 25.4% in 2018 from 26.4% in 2017, mainly due to operating efficiencies.

Other operating income/(expenses)

Other operating income/(expenses) increased 5,497.9% to CLP 227,027 million in 2018, from CLP 4,056 million in 2017. The variation is primarily attributable to the CLP 208,842 one-time operating gain from the CCU Argentina and ABI transaction executed in the second quarter of 2018, as well as other operating income received during the rest of the year.

Adjusted Operating Result13

Our Adjusted Operating Result increased 99.5% to CLP 468,722 million in 2018, from CLP 234,894 million in 2017, and our Adjusted Operating Result as a percentage of Net sales increased to 26.3% in 2017, from 13.8% in 2017. These results include growth from both ongoing operations, as well as a gain of CLP 208,842 million from the Transaction14, the application of Hyperinflation Accounting in Argentina which had an adverse impact of CLP 5,023 million. The Adjusted Operating Result performance of each of our Operating segments during 2018 is described below:


13See “Item 5. A. Adjusted Operating Result”.

14See “Item 4: Information on the Company – A. History and Development of the Company”.

71


Chile: The Adjusted Operating Result increased 10.9% to CLP 202,662 million in 2018 from 182,784 million in 2017. The Adjusted Operating Result margin increased to 18.3% in 2018 from 17.5% in 2017, mainly explained by lower Costs of sales as a percentage of Net sales.

International Business: The Adjusted Operating Result increased 488.4% to CLP 266,345 million in 2018, from CLP 45,266 million in 2017. The Adjusted Operating Result margin increased to 55.0% in 2018 from 9.8% in 2017, mainly explained by gains from the CCU Argentina – ABI transaction in Other operating income.

Wine: The Adjusted Operating Result decreased 7.6% to CLP 22,667 million in 2018, from CLP 24,519 million in 2017. The Adjusted Operating Result margin decreased to 11.0% in 2018 from 12.0% in 2017, mainly explained by higher Costs of sales as a percentage of Net sales.

Other: The Adjusted Operating Result for Others decreased to a loss of CLP 22,952 million in 2018, from a loss of CLP 17,676 million in 2017, mainly due to higher corporate expenses.

Net financial expenses

Our Net financial expenses decreased 59.4% to a loss of CLP 7,766 million in 2018 from a loss of CLP 19,115 million in 2017, generating a positive impact of CLP 11,349 million mainly due to higher levels of Cash and cash equivalents.

Equity and income from joint ventures and associated companies

CCU has 50% or less participation in Cervecería Austral, Foods, BBO (until August 9, 2018), CCC and in other companies. The share of the gain/loss in the referred companies increased to a loss of CLP 10,816 million in 2018, from a loss of CLP 8,914 million in 2017, mainly due to higher losses in CCC and ZF CC, in Colombia, partially offset by higher gains in Cervecería Austral.

Result as per adjustment units and Foreign currency exchange differences

The adjustment applied to our net liabilities due to Chilean inflation and foreign exchange fluctuations resulted in a net gain of CLP 3,300 million in 2018, compared to a net loss of CLP 2,563 million in 2017. This variation is primarily due to higher Foreign currency exchange rate differences, due to USD-denominated assets.

Other gains (losses)

Our Other gains (losses) improved to a net gain of CLP 4,030 million in 2018, from a net loss of CLP 7,717 million in 2017. This is explained by gains on forward contracts entered into to mitigate the impact of foreign exchange rate fluctuations on our foreign currency denominated assets, as a consequence of the appreciation of the USD against the CLP.

Income taxes

Our income taxes in 2018 amounted to CLP 136,127 million, translating into an effective consolidated tax rate of 29.7%. Income taxes in 2017 amounted to CLP 48,366 million translating into an effective consolidated tax rate of 24.6%. Income tax increased by CLP 87,761 million explained by an increase of 133.2% in consolidated taxable income, the increase of the First Category Income tax rate in Chile from 25.5% to 27.0% and by the impact on taxes resulting from our foreign currency denominated assets, as a consequence of the appreciation of the USD against the CLP. This was partially offset by the decrease in the corporate income tax rate in Argentina from 35.0% to 30.0% and by CCU Argentina’s tax asset revaluation.

 

Net income prior to non-controlling interests

 

Year Ended December 31,

 

2013

 

2014

 

2015

 

(millions of CLP, except percentages)

Net sales

1,197,227

100.00%

 

1,297,966

100.00%

 

1,498,372

100.00%

Cost of sales

-536,697

44.80%

 

-604,537

46.60%

 

-685,075

45.72%

Gross margin

660,530

55.20%

 

693,429

53.40%

 

813,297

54.28%

Other operating income/(expenses)

4,249

0.40%

 

23,721

1.80%

 

4,205

0.28%

MSD&A

-473,524

39.60%

 

-535,603

41.30%

 

-612,565

40.88%

Operating Result(1)

188,266

15.70%

 

179,920

13.90%

 

204,937

13.68%

Net financing expenses

-15,830

1.30%

 

-10,821

0.80%

 

-15,256

1.02%

Results as per adjustment units

-1,802

0.20%

 

-4,159

0.30%

 

-3,283

0.22%

Exchange rate differences

-4,292

0.40%

 

-613

0.00%

 

958

0.06%

Equity and income from joint ventures

309

0.00%

 

-899

0.10%

 

-5,228

0.35%

Other gains/(losses)

959

0.10%

 

4,037

0.30%

 

8,512

0.57%

Income before taxes

167,609

14.00%

 

167,465

12.90%

 

190,640

12.72%

Income taxes

-34,705

2.90%

 

-46,674

3.60%

 

-50,115

3.34%

Net income for the year

132,905

11.10%

 

120,792

9.30%

 

140,525

9.38%

Attributable to:

 

 

 

 

 

 

 

 

Equity Holders of Parent Company

123,036

10.30%

 

106,238

8.20%

 

120,808

8.06%

Non controlling interest

9,869

0.80%

 

14,553

1.10%

 

19,717

1.32%

Our Net income prior to minority shareholders in 2018 increased 117.5% to CLP 322,085 million in 2018, from CLP 148,108 million in 2017.

 

72


Net income attributable to equity holders of the parent company

Our Net income attributable to equity holders of the parent company increased 136.8% to CLP 306,891 million in 2018, from CLP 129,607 million in 2017. This increase includes growth from both ongoing operations, as well as a gain of CLP 157,359 million from the Transaction, comprised of the reported one-time gain in the second quarter of CLP 153,496 million, as well as CLP 2,131 million in the third quarter of 2018 and CLP 1,732 million in the fourth quarter of 2018, which mainly corresponds to after-tax net financial income related to cash and cash equivalents maintained for upcoming tax expenses from the Transaction. This growth, however, was partially offset by the application of Hyperinflation Accounting in Argentina, which adversely impacted Net income by CLP 6,087 million. Also this year, CCU Argentina opted in for a tax asset revaluation, which generated a CLP 6,822 million positive impact at Net income. Excluding these effects, Net income increased by 14.8% to CLP 148,797 million.

Net income attributable to Non-controlling interests

Net income attributable to non-controlling interests decreased to CLP 15,194 million in 2018 from CLP 18,501 million in 2017, mainly due to a decline in results in our Wine Operating segment.

 

FISCAL YEAR ENDED DECEMBER 31, 20152017 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 20142016

 

The major occurrences of the fiscal year ended 20152017 were: (a) Net sales growth of 8.9%, due to 5.0% higher volumes, together with 3.8% higher average prices in CLP terms; (b) Net income growth of 9.4%, due to the 15% average devaluationhigher taxable income, partially offset by higher income taxes; and (c) Adjusted Operating Result growth of 17.1%, mainly explained by the Chilean pesoincrease of 117.5% in the International Business Operating segment and 18.3% in the 14% average devaluationChile Operating segment, partially offset by the decrease of 34.4% in the Argentine peso during 2015; (b) decrease in commodity prices, especially oil, aluminum and sugar; (c) the implementation of the “ExCCelencia CCU” program.Wine Operating segment.

Net sales

Our Net sales wereincreased by 8.9% to CLP 1,498,3721,698,361 million in 2015 compared to2017, from CLP 1,297,9661,558,898 million in 2014, representing an increase of 15.4%, primarily2016, due to 5.0% higher salesconsolidated volumes and 3.8% higher average pricesprices. The growth in allNet sales was mainly due to the International Business Operating segment, which increased 24.4%, driven by Argentina’s beer industry growth and market share gains in this Operating segment. The Chile Operating segment and Wine Operating segment also contributed to the Net sales growth by increasing 5.0% and 1.5% respectively, and slightly increasing market share in both operating segments. Net sales performance of each of our Operating segments during 20152017 is described below:


Chile:Chile: Net sales increased 8.6%5.0% to CLP 902,0211,047,119 million in 2017, from 997,376 in 2016, as a result of 4.0%1.2% higher sales volume coupled with 4.5%3.7% higher average prices. Higher sales volumes were fueled partiallyprices, mainly explained by revenue management efficiencies, such as improved promotional activities performed throughout the year as well as good execution at the points of sale and effective marketing campaigns, which allowed us to increase our consolidated market share and higher temperatures during the year. Average prices increased due to a higher sales mix price, coupled with price increases throughout the year.effectiveness.

International Business:Business: Net sales increased 35.4%24.4% to CLP 405,714460,317 million due to 6.0%in 2017, from 370,109 million in 2016 as a result of 16.9% higher sales volumes coupled with 27.7%and 6.4% higher average prices. Volumes and prices in CLP terms, driven mainly by Argentina’s beer industry growth, and also by market share gains in this Operating segment through our packaging strategy in Argentina, Uruguaywhere we are giving more convenience and Paraguay where higher in 2015 than in 2014, compensating inflation and currency devaluation in those countries.packaging options to our consumers.

Wine:Wine Our: Net sales of wine increased 10.0%1.5% to CLP 189,515204,454 million in 2015,2017, from CLP 172,349201,402 million in 2014.2016. The increase in Net sales was achieved due to a 3.2%3.1% higher sales volume, andpartially offset by a 6.5% increase1.5% decrease in average prices mainly due to the export side4.1% appreciation of the business,CLP versus USD, which showed good performance,affected our export revenues. Volume growth was driven mainly driven by the markets in Asia and Oceania.domestic business.

73


Cost of sales

The costCost of sales consists primarily of the cost of raw materials, packaging, labor costs for production, personnel, depreciation of assets related to production, depreciation of returnable packaging, licensing fees, bottle breakage and costs of operating and maintaining plants and equipment. Our Cost of sales in 2015 was CLP 685,075 million comparedincreased 7.7% to CLP 604,537798,739 million in 2014, a 13.3% increase compared to 2014.2017, from CLP 741,820 million in 2016. As a percentage of Net sales, Cost of sales decreased to 45.7%47.0% in 20152017, from 46.6%47.6% in 2014.2016. The Cost of sales for our Operating segments during 20152017 is described below:

Chile:Chile The: Cost of sales for our Chile Operating segment increased 9.6%2.6% to CLP 420,298483,604 million in 2015,2017, from CLP 383,559471,152 million in 2014.2016, driven by the increase in volumes and the increase in the cost of some raw materials, mainly aluminum and fruit pulp, which were partially offset by the 4.1% appreciation of the CLP against the USD compared to the previous year, and reducing our USD-denominated cost base. All in, Cost of sales as a percentage of Net sales decreased to 46.2% in 2017 from 47.2% in 2016.

International Business: Cost of sales increased 20.9% to CLP 190,387 million in 2017, from CLP 157,486 million in 2016, driven by volume growth, a 12.2% devaluation of ARS versus USD, and an increase in raw material costs, including aluminum. However, Cost of sales as a percentage of Net sales decreased to 41.4% in 2017 from 42.6% in 2016, due to efficiencies achieved under the "ExCCelencia CCU" program and the positive impact of scale effects on production costs.

Wine: Cost of sales increased 11.8% to CLP 126,244 million in 2017, from CLP 112,938 million in 2016, mostly due to the higher cost of wine following two consecutive weak harvests in Chile, as well as weak international harvests in 2017. Cost of sales as a percentage of Net sales increased to 46.6%61.7% in 20152017 from 46.2%56.1% in 2014, primarily2016 due to the 15% average currency devaluation in Chile during the year compared to last year, partially offset by lower USD denominated price of raw materials and by the results of the efficiency program “ExCCelencia CCU”.

International Business: The Cost of sales of our International Business Operating segment increased 19.5% to CLP 162,665 million in 2015, from CLP 136,175 million in 2014. Cost of sales as a percentage of Net sales decreased to 40.1% in 2015 from 45.4% in 2014. This was mainly due to the results of the efficiency program “ExCCelencia CCU” and lower raw material prices denominated in USD, offsetting the average devaluation of the currencies in the region in 2015 when compared to 2014: 14% in Argentina, 18% in Uruguay and 16% in Paraguay.

Wine: The Cost of sales for our Wine Operating segment increased 8.6% to CLP 105,956 million in 2015, from CLP 97,524 million in 2014. Cost of sales, as a percentage of Net sales, decreased from 56.6% in 2014 to 55.9% in 2015, mostly due to the excellent 2015 harvest, and the results of the efficiency program.foregoing factors.

Gross marginprofit

Our Gross marginprofit increased 17.3%10.1% to CLP 813,296899,622 million in 2015,2017, from CLP 693,429817,078 million in 2014. As a percentage of Net sales,2016. Gross marginprofit increased to 54.3%53.0% in 20152017 from 53.4%52.4% in 2014.2016.

Marketing, Selling, Distribution and Administrative Expenses

The Marketing, Selling, Distribution and Administrative expenses (“MSD&A”) primarily include advertising and promotional expenses, selling expenses, distribution costs such as product transportation costs, services provided by third parties and other administrative expenses. Our MSD&A expenses increased 14.4%7.9% to CLP 612,565668,783 million in 2015,2017, from CLP 535,603619,543 million in 2014.2016. As a percentage of Net sales, our MSD&A decreased to 40.9%39.4% in 20152017, from 41.3%39.7% in 2014.2016. The MSD&A performance of each Operating segment during 20152017 is described below:

Chile:Chile The: MSD&A expenses of our Chile Operating segment increased 3.4%2.6% to CLP 328,489383,169 million in 2015,2017, from CLP 317,765373,408 million in 2014.2016, in connection with the increase in sales volumes. Nevertheless, as a percentage of Net sales, MSD&A decreased to 36.4%36.6% in 20152017 from 38.3%37.4% in 2014,2016, mainly due to the results of the efficiency plan “ExCCelencia CCU”. program, in particular, planning and logistics.


International Business:Business The: MSD&A of our International Business Operating segment increased 40.1%17.7% to CLP 216,099225,342 million in 2015,2017, from CLP 154,300191,414 million in.in 2016, in connection with the increase in sales volumes. As a percentage of Net sales, MSD&A decreased to 49.0% in 2017 from 51.7% in 2016, due to efficiency initiatives, such as the change in our distribution system in Argentina, which was partially offset by high levels of inflation.

Wine: MSD&A increased 3.7% to CLP 53,942 million in 2017, from CLP 52,007 million in 2016, in connection with the increase in sales volumes. As a percentage of Net sales, MSD&A increased to 53.3%26.4% in 20152017 from 51.5%25.8% in 2014, partially explained by higher marketing expenses.2016, mainly due to inflation levels that surpassed in effect the increase in Net sales.

Wine:Other operating income/(expenses) The MSD&A of our Wine Operating segment

Other operating income/(expenses) increased 1.6%30.1% to CLP 51,0704,056 million in 2015,2017, from CLP 50,2843,117 million in 2014. Nevertheless, MSD&A2016. The variation is primarily due to a low comparison base, given that in 2016 we incurred in restructuring expenses of CLP 980 million in our operation in Uruguay, where we moved to an indirect distribution model.

74


Adjusted Operating Result

Our Adjusted Operating Result increased 17.1% to CLP 234,894 million in 2017, from CLP 200,652 million in 2016, and our Adjusted Operating Result as a percentage of Net sales decreasedincreased to 26.9%13.8% in 20152017, from 29.2%12.9% in 2014.

Other Operating Income/(expenses) and Exceptional items

2016. The Other operating income/(expenses) decreased 82.3% in 2015 to CLP 4,205 million, from CLP 23,721 million in 2014, mainly due to the CLP 18,882 million compensation received by our Argentine subsidiary CICSA in 2014, for the termination of the contract that allowed us to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay.

Operating Result

Our Operating Result increased 13.9% to CLP 204,937 million in 2015, as compared to CLP 179,920 million in 2014 and as a percentage of Net Sales decreased from 13.9% to 13.7% in 2015. Excluding the positive one-time effect compensation of CLP 18,882 million received by our Argentine subsidiary CICSA in Q2’14 for the termination of the contract that allowed us to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina and to produce and distribute Budweiser beer in Uruguay, Operating Result increased by 27.3%, which means an EBIT margin expansion of 127 bps. TheAdjusted Operating Result performance of each of our Operating segments during 20152017 is described below:

Chile:Chile: The Adjusted Operating Result for the Chile Operating segment increased 18.6%18.3% to CLP 153,924182,784 million due to an 8.6% increase in Net sales, partially offset by an increase of 3.4%2017 from 154,551 million in MSD&A expenses and an increase of 9.6% in Cost of sales.2016. The Adjusted Operating Result margin increased to 17.5% in 2017 from 15.6%15.5% in 2014 to 17.1% in 2015.2016, mainly explained by lower Costs of sales and MSD&A, both as a percentage of Net sales.

International Business: The Adjusted Operating Result for the International Business Operating segment increased 7.5%117.5% to CLP 30,266 million.45,266 million in 2017, from CLP 20,815 million in 2016. The Adjusted Operating Result margin increased to 9.8% in 2017 from 5.6% in 2016, mainly explained by lower Costs of sales and MSD&A, both as a percentage of Net sales.

Wine: The Adjusted Operating Result decreased 34.1% to CLP 24,519 million in 2017, from CLP 37,189 million in 2016. The Adjusted Operating Result margin decreased to 12.0% in 2017 from 9.4%18.5% in 20142016, mainly explained by higher Costs of sales as a percentage of Net sales, increasing to 7.5% for61.7% in 2015. Excluding the above mentioned one-time effect compensation, the Operating Result margin expansion was 437 bps.2017 from 56.1% in 2016.

Wine:Other: The Adjusted Operating result from our wine Operating segment increased 31.3%Result for Others decreased to a loss of CLP 32,53317,676 million in 2015,2017, from a loss of CLP 24,78011,903 million in 2014. The Operating result margin increased from 14.4% in 20142016, mainly due to 17.2% in 2015.higher corporate expenses.

Net Financing Expensesfinancial expenses

Our Net financingfinancial expenses increased 41.0%30.7% to CLP 15,25619,115 million in 2015 as compared to2017, from CLP 10,82114,627 million in 2014.2016. This increase was primarilymainly due to a lower level of Cash and cash equivalentshigher debt levels in 2015.Chile.

Equity and income from joint ventures and associated companies

CCU has 50% or less participation in Cervecería Austral, Foods, BBO, Central Cervecera,CCC, and in other companies. The share of the gain/loss in the referred companies decreasedincreased to a loss of CLP 5,2288,914 million in 2015,2017, from a loss of         CLP 8995,561 million in 20142016, mainly due to lower results in some of these joint ventures, including the divestments of the brands Calaf and Natur which generated CCC, partially offset by better results in Cervecería loss net of taxes of CLP 1,035 million.Austral.

Result as per adjustment units and Foreign currency exchange differences

The adjustment applied to our net liabilities due to Chilean inflation and foreign exchange fluctuations resulted in a net loss of CLP 2,3252,563 million in 2015, as2017, compared to a net lossgain of CLP 4,772457 million in 2014.2016. This variation is primarily due to higher foreignForeign currency exchange rate differences, and higher Result as per adjustment units, due to a lower inflation during 2015 compared to 2014.the devaluation of the ARS against the USD.


Other gains (losses)

Our Other gains (losses) increasedimproved to a net loss of CLP 7,717 million in 2017, from a net gainloss of CLP4,037 8,346 million in 20142016. This is explained by a decrease in losses on our forward contracts, entered into in order to a net gainreduce the impact of CLP 8,512 million in 2015. The increase mainly resulted from gains related to hedges covering foreign exchange variationsrate fluctuations on taxes.tax on our foreign currency denominated assets compared to 2016.

Income taxes

Our income taxes in 20152017 amounted to CLP 50,11548,366 million, translating into an effective consolidated tax rate of 26.3%24.6%. Income taxes in 20142016 amounted to CLP 46,67430,246 million translating into an effective consolidated tax rate of 27.9%17.8%. Income tax increased by CLP 3,441 million.18,120 million mainly due to higher taxable income in Argentina, the Chilean tax rate increase to 25.5% in 2017, from 24% in 2016, and a decrease in losses on our forward contracts, entered into in order to reduce the impact of foreign exchange rate fluctuations on tax on our foreign currency denominated assets compared to 2016.

75


Net income for the year

Our Net income in 20152017 increased 16.3%,5.7% to CLP 148,108 million in 2017, from CLP 120,792140,082 million in 2014 to CLP 140,526 million in 2015, primarily as a result of a 13.9% increase in Operating Result.2016.

Net income attributable to equity holders of parent

Our Net income attributable to equity holders of our parent company increased 13.7%9.4% to CLP 129,607 million in 2017, from CLP 106,238118,457 million in 2014 to CLP 120,808 million in 2015.

Non-controlling interests

Non-controlling interests increased from CLP 14,553 million in 2014 to CLP 19,717 million in 2015.


FISCAL YEAR ENDED DECEMBER 31, 2014 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2013

The major occurrences of the fiscal year ended 2014 were: (a) the 15% devaluation of the Chilean peso and the 48% devaluation of the Argentine peso during 2014; (b) higher marketing expenses which are consistent with our long-term strategy for developing strong brands coupled with increased distribution expenses in our Chilean operation; (c) the compensation received by our Argentine subsidiary CICSA, for the termination of the contract which allowed us to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay; and (d) the Chilean Tax Reform Act which became effective on October 1, 2014, bringing a series of changes to tax rates and tax schemes.

Net sales

Our Net sales were CLP 1,297,966 million in 2014 compared to CLP 1,197,227 million in 2013, representing an 8.4% increase, primarily due to higher sales volumes and higher per unit prices in all Operating segments. Net sales performance of each of our Operating segments during 2014 is described below:

Chile: Net sales increased 8.5% to CLP 830,341 million as a result of 4.1% higher sales volume coupled with 4.2% higher average prices. Higher sales volumes were fueled partially by promotional activities performed throughout the year as well as good execution in the points of sale and effective marketing campaigns, which allowed us to increase our consolidated market share. Unit prices increased due to a higher sales mix, coupled with price increases throughout the year.

International Business: Net sales increased 6.1% to CLP 299,668 million due to 6.0% higher sales volumes, partially offset by 5.6% lower average prices. Volumes increased due to the contribution of 456 thousand hectoliters from the Paraguay operation.

Wine: Our Net sales of wine increased 13.2% to CLP 172,349 million in 2014, from CLP 152,255 million in 2013. The increase in sales was due to a 2.5% increase in sales volume and a 10.4% increase in average prices, mainly due to the export side of the business, which showed good performance mainly driven by Asia and Latin America exports, and the domestic business, where good execution allowed us to consolidate our leading position in value terms.

Cost of sales

The cost of sales consists primarily of the cost of raw materials, packaging, labor costs for production, personnel, depreciation of assets related to production, depreciation of returnable packaging, licensing fees, bottle breakage and costs of operating and maintaining plants and equipment. Our Cost of sales in 2014 was CLP 604,537 million compared to CLP 536,697 million in 2013, 12.6% increase from 2013. As a percentage of Net sales, Cost of sales increased to 46.6% in 2014 from 44.8% in 2013. The Cost of sales for our Operating segments during 2014 is described below:

Chile: The Cost of sales for our Chile Operating segment increased 11.7% to CLP 383,559 million in the twelve months ended December 31, 2014, from CLP 343,230 million in the twelve months ended December 31, 2013, primarily due to an increase in direct costs of 10.5% due to the 15% currency devaluation in Chile during the year, partially offset by lower commodity costs; and 14.9% higher manufacturing costs as energy and salaries rose. Cost of sales as a percentage of Net sales increased to 46.2% in the twelve months ended December 31, 2014 from 44.9% in the twelve months ended December 31, 2013.

International Business: The Cost of sales of our International Business Operating segment increased 20.2% to CLP 136,175 million in the twelve months ended December 31, 2014, from CLP 113,265 million in the twelve months ended December 31, 2013 mainly due an increase in direct costs of 27.6% due to the 48% devaluation of the Argentine peso coupled with high inflation in Argentina, which was not offset by our cost saving efforts. Cost of sales as a percentage of Net sales increased to 45.4% in the twelve months ended December 31, 2014 from 40.1% in the twelve months ended December 31, 2013.


Wine: The Cost of sales for our Wine Operating segment increased 5.0% to CLP 97,524 million in 2014, from CLP 92,864 million in 2013, mainly due to higher manufacturing costs as energy costs rose. Cost of sales, as a percentage of Net sales, decreased from 61.0% in 2013 to 56.6% in 2014, mainly due to lower input costs partially offset by a higher exchange rate.

Gross margin

Our Gross margin increased 5.0% to CLP 693,429 million in 2014, from CLP 660,530 million in 2013. As a percentage of Net sales, Gross margin decreased to 53.4% in 2014 from 55.2% in 2013.

Marketing, Selling, Distribution and Administrative Expenses

The Marketing and Selling, Distribution and Administrative expenses (“MSD&A”) primarily include advertising and promotional expenses, maintenance, distribution costs such as product transportation costs, services provided by third parties and other administrative expenses. Our MSD&A expenses increased 13.1% to CLP 535,603 million in 2014, from CLP 473,524 million in 2013. As a percentage of Net sales, our MSD&A increased to 41.3% in 2014 from 39.6% in 2013. The MSD&A performance of each Operating segment during 2014 is described below:

Chile: The MSD&A expenses of our Chile Operating segment increased 15.5% to CLP 317,765 million in the twelve months ended December 31, 2014, from CLP 275,203 million in the twelve months ended December 31, 2013. The increase in MSD&A was mainly due to higher marketing investments and distribution expenses of CLP 14,681 million and CLP 21,199 million respectively. As a percentage of Net sales, MSD&A increased to 38.3% in the twelve months ended December 31, 2014 from 36.0% in the twelve months ended December 31, 2013.

International Business: The MSD&A of our International Business Operating segment increased 7.9% to CLP 154,300 million in the twelve months ended December 31, 2014, from CLP 142,972 million in the twelve months ended December 31, 2013 due mainly to the Argentina operation. Cost saving programs were not enough to offset the increase in MSD&A due to higher marketing expenses of CLP 3,988 million and higher administrative expenses of CLP 6,516 million, all related mainly to inflationary pressures in the Argentinean operation. As a percentage of Net sales, our MSD&A increased to 51.5% in the twelve months ended December 31, 2014 from 50.6% in the twelve months ended December 31, 2013.

Wine: The MSD&A of our Wine Operating segment increased 9.2% to CLP 50,284 million in 2014, from CLP 46,036 million in 2013. This increase in MSD&A is primarily related to higher marketing expenses of CLP 2,091 million and higher distribution costs of CLP 901 million, caused by an increase in marketing to support our branding strategy. As a percentage of Net sales, our MSD&A for this segment decreased to 29.2% in the twelve month period ended December 31, 2014 from 30.2% in the twelve month period ended December 31, 2013 as higher Net sales compensated for the increase in MSD&A.

Other Operating Income/(expenses) and Exceptional items

The Other operating income/(expenses) increased in 2014 reaching CLP 23,721 million, compared to Other operating income/(expenses) of CLP 4,249 million in 2013, mainly due to the compensation received by our Argentine subsidiary CICSA, for the termination of the contract which allowed us to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay. During 2014, we recognized as an Exceptional item the effect of CLP 1,627 million associated with restructuring processes across Operating segments.

Operating Result

Our Operating Result decreased 4.4% to CLP 179,920 million in 2014, as compared to CLP 188,266 million in 2013, mainly due to a higher cost of sales and higher expenses, partially offset by the positive one-time effect of the compensation received by our Argentine subsidiary CICSA. The Operating Result performance of each of our Operating segments during 2014 is described below:

Chile: The Operating result for the Chile Operating segment decreased 12.0% to CLP 129,740 million due to an increase of 15.5% in MSD&A expenses and an increase of 11.7% in Cost of sales as thecurrency devaluated and higher marketing expenses were incurred, partially offset by a 8.5% increase in Net sales. The Operating result margin decreased from 19.3% to 15.6% for the twelve months ended December 31, 2014.


International Business: The Operating result for the International Business Operating segment increased 5.5% to CLP 28,152 million due to the agreements reached with Cervecería Modelo S. de R.L. de CV. and Anheuser-Busch LLC, for the termination of the contract which allows CICSA to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina, and the license for the production and distribution of Budweiser beer in Uruguay. CICSA received in compensation for these agreements the amount of ARS 277.2 million, equivalent to US $34.2 million. The Operating result margin decreased from 9.5% to 9.4% for the twelve months ended December 31, 2014.

Wine: The Operating result from our wine Operating segment increased 91.9% to CLP 24,780 million in 2014, from CLP 12,913 million in 2013. The Operating result margin for this Operating segment increased from 8.5% to 14.4% for the twelve months ended December 31, 2014.

Net Financing Expenses

Our Net financing expenses decreased 31.6% to CLP 10,821 million in 2014 as compared to CLP 15,830 million in 2013. This decrease was primarily due to a lower level of Net financial debt in 2014.

Equity and income from joint ventures

CCU has 50% participation in both Cervecería Austral and Foods. The share of the gain/loss in the referred companies decreased to a loss of CLP 899 million in 2014, from a gain of CLP 309 million in 2013 mainly due to lower results in our joint ventures.

Result as per adjustment units and Exchange rate differences

The adjustment applied to our net liabilities due to Chilean inflation and foreign exchange fluctuations resulted in a net loss of CLP 4,772 million in 2014, as compared to a net loss of CLP 6,094 million in 2013. This variation is primarily due to higher foreign currency exchange differences partially offset by a lower Result as per adjustment units due to higher inflation during the year.

Other gains (losses)

Our Other gains increased from a net gain of CLP 959 million in 2013 to a net gain of CLP 4,037 million in 2014. The increase resulted from gains related to hedges covering foreign exchange variations on taxes.

Income taxes

Our income taxes for the twelve months ended December 31, 2014 amounted to CLP 46,674 million, translating into an effective consolidated tax rate of 27.9%. Income taxes in 2013 amounted to CLP 34,705 million translating into an effective consolidated tax rate of 20.7%. Income tax increased by CLP 11,969 million mainly due to the tax rate increase for 2014 in Chile. The effect of the new tax rate of 21%, applicable from January 1, 2014, resulted in charges of CLP 1,359 million against Income in 2014. The difference between assets and liabilities for deferred taxes which occur as a direct effect of the increase in the First Category Income tax rate introduced by Act No. 20,780, has been accounted against Net income. As of December 31, 2014, the total effect accounted against Net income was an amount of CLP 14,520 million.

Net income for the year

Our Net income for the twelve months ended December 31, 2014 decreased 9.1%, from CLP 132,905 million in 2013 to CLP 120,792 million in 2014, primarily as a result of a 4.4% decrease in Operating Result and higher Income taxes.2016.

Net income attributable to equity holders of parent companyNon-controlling interests

Our Net income attributable to equity holders of our parent companynon-controlling interests decreased 13.7%to CLP 18,501 million in 2017 from CLP 123,03621,624 million in 20132016, mainly due to CLP 106,238 milliona decline in 2014 for the reasons explainedresults in the preceding paragraphs.


Non-controlling interests

Non-controlling interests increased from CLP 9,869 million in 2013 to CLP 14,553 million in 2014.our Wine Operating segment.

 

B.Liquidity and Capital Resources

 

Our principal source of liquidity has been cash generated by our operating activities, which amounted to CLP 194,155190,014 million, CLP 173,622262,161 million and CLP 219,511429,313 million during the years 2013, 20142016, 2017 and 2015,2018, respectively.

Our cash flow from operations and working capital are our primary sources to meet both our short-term and long-term obligations. In the opinion of our management, they are sufficient for those purposes.

The principal component of cash flows generated by operating activities in 20152018 were amounts collected from clients net of payments to suppliers of CLP 649,767755,184 million compared to CLP 532,878764,197 million in 20142017 and CLP 513,398646,311 million in 2013.

2016.

In 2015,2018, our cash flows from financing activities totalled outflows of CLP 82,83952,964 million compared to outflows of CLP 132,15653,001 million in 20142017 and inflowsoutflows of CLP 251,62295,060 million in 2013.2016. The principal components of cash flows used in financing activities consisted of dividends paid of CLP 66,14774,825 million in 2015,2018, including dividends paid relating to minority interests (CLP 65,31675,128 million in 20142017 and CLP 63,68169,820 million in 2013)2016), of the repayment of bank borrowingsloan payments of CLP 54,797112,665 million in 20152018 (CLP 20,76625,754 million in 20142017 and CLP 22,34427,911 million in 2013)2016), partially offset by the proceeds from short-term and long-term borrowings of CLP 42,929184,008 million in 20152018 (CLP 37,36657,777 million in 20142017 and CLP 22,89323,150 million in 2013)2016), and other cash movement outflowsinflows of CLP 2,526819 million in 2015 mainly due to the amortization of the series E bond (outflows2018 (inflows of CLP 81,47136 million in 2014 mainly due to the payment2017 and inflows of the series I bond and CLP 3,162913 million in 2013), and.2016). Additionally, we received a netpaid amount of CLP 326,66449,223 million from our 2013 capital increase.

for the acquisition of an additional 15.79% interests in Viña San Pedro Tarapacá S.A. through CCU InversionesS.A. (CLP 7,800 million in 2017 for the acquisition of an additional 2.5% interests in Viña San Pedro Tarapacá S.A. through CCU Inversiones S.A.)

In 2015,2018, our cash used in investment activities totalled CLP 165,810199,002 million compared to CLP 238,970173,614 million in 20142017 and CLP 136,918155,007 million in 2013.2016. The principal components of cash used in investment activities in 20152018 consisted of capital expenditures of CLP 131,731131,440 million (CLP 230,080125,765 million in 20142017 and CLP 124,559128,883 million in 2013)2016) and payments made to acquire interests in joint ventures, in non-controlling interests and to obtain control of subsidiaries or other businesses of CLP 44,08465,325 million (CLP 15,22250,463 million in 20142017 and CLP 14,56629,859 million in 2013)2016).

As of December 31, 2015,2018, we had CLP 75,485122,695 million (CLP 131,55867,349 million in 20142017 and CLP 313,64758,585 million in 2013)2016) in cash, overnight deposits, bank balances, time deposits and investments in mutual funds, which do not include CLP 117,069196,319 million (CLP 83,217102,696 million in 20142017 and CLP 95,20675,448 million in 2013)2016) corresponding to securities purchased under resale agreements. Indebtedness, including accrued interest, amounted to CLP 168,118270.636 million as of December 31, 2015.2018. Short-term indebtedness included:

 

76


• CLP 27,71538,160 million of short-term bank borrowings,

• CLP 3,1554,081 million of bonds payable, and

• CLP 321366 million of financial lease obligationsobligations.

 

As of December 31, 2015,2018, long-term indebtedness, excluding the current portion, comprised:

• CLP 48,33575,201 million of long-term obligations to banks,

• CLP 71,353135,281 million of long-term obligations to the public represented by bonds, and

• CLP 17,23817,546 million of long-term financial lease obligations.

 

OnIn April 2, 2009 the Company issued two series of notes in the local market for UF 3 million (all outstanding amounts under the “I” Series bonds were paid during 2014), and UF 2 million for a total of CLP 104,188 million in order to refinance a previous loan of CLP 30,000 million and a US$USD 100 million syndicated loan that matured in November 2009. The current conditions of the bonds are as follows:


 

 

I”H” Series

H”J” Series

UF amount

32 million

23 million

Term

521 years

2125 years

Amortization

BulletSemi-annual since year 11

Since year 11Bullet

Interest Rate

UF+3.00%4.25%

UF+4.25%2.90%

As mentioned above, during the last quarter of 2009 we repaid a syndicated loan of US$100 million which had been converted into a fixed-rate UF loan through a cross-currency swap. Additionally, during March 2014 we paid all outstanding amounts under the “I” Series bonds.

 

As of December 31, 2015,2018, some of our outstanding debt instruments required that we maintain certain financial ratios. The most significant covenants (“H” and “J”, given that all outstanding amounts under the “E” Series bonds were paid during 2018) required us to maintain a consolidated interest coverage ratio of Adjusted Operating Result before Depreciation and AmortizationORBDA (as calculated by CCU in accordance with particular debt instruments in order to measure such instruments’ financial covenants) to interest expenses equal to or higher than 3.00 to 1.00;in CCU and CPCh; to maintain a consolidated leverage ratio (the ratio of adjusted liabilities to adjusted equity) equal to or lower than 1.50 to 1.00 in CCU 1.20and 2.50 in CPCh; to 1.00maintain a consolidated financial leverage ratio (the ratio of net financial debt to adjusted equity) lower than 1.50 in VSPTCCU; and 2.00 to 1.00 in CPCh; a minimum consolidated adjusted equity of CLP 312,516.75 million of CLP 83,337.8 million in VSPTCCU and of UF 770 thousand (CLP 19,73420,912 million as of December 31, 2015)2018) in CPCh; and a maximum indebtedness ratio of less than 3.00 to 1.00 from financial liabilities (bank loans, notes, and leasing obligations) to Adjusted Operating Result before Depreciation and Amortization.CPCh. Furthermore, we were required to maintain a ratio of our unpledged assets over our unsecured liabilities of at least 1.2. The definition of, and calculation mechanics for, all covenants were established when we first entered into these debt instruments, and were based on Chilean GAAP, which are no longer in use since the Company adopted IFRS, as issued by the IASB. For that reason, the Company in 2010 adapted, with the consent of its creditors, these requirements to the new accounting standards and principles.principles (see Note 21 to our audited consolidated financial statements included herein).

 

At December 31, 2015, we2018, CCU met all ourof its financial debt covenants and had a consolidated interest coverage ratio of 12.40 to 1.00,23.85, a consolidated leverage ratio of 0.46 to 1.00.0.56 and consolidated financial leverage ratio of -0.03. The consolidated adjusted equity attributable to equity holders of the parent company as of December 31, 20152018 was CLP 1,118,2201,433,572 million. Our ratio of unpledged assets over unsecured liabilities was 3.17.8.89.

 

None of our indebtedness, or that of our subsidiaries, contains any term that restricts our ability to pay dividends other than the requirement to maintain a minimum consolidated equity.

 

The following table summarizes debt obligations held by us as of December 31, 2015.2018. The table presents principal payment obligations in millions of Chilean pesosCLP by interest rate structure, financial instrument and currency, with their respective maturity dates and related weighted-average interest rates:

 

 

77



 

Interest - Bearing Debts as of December 31, 2015 - Cash

(millions of Ch$, except percentages)

                 
    

Contractual Maturity Date

        
                 

Fixed Rate

 

Averge Int.Rate

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

TOTAL

Ch$ (UF)(1)

Bonds

4.2%

 

5,607

 

7,064

 

7,064

 

7,064

 

7,064

 

64,743

 

98,605

Ch$ (UF)(1)

Banks

6.0%

 

1,884

 

1,682

 

1,646

 

11,210

 

1,270

 

28,871

 

46,563

Ch$

Banks

5.4%

 

6,437

 

18,135

 

1,023

 

1,023

 

1,023

 

-

 

27,640

US$

Banks

3.2%

 

690

 

-

 

-

 

-

 

-

 

-

 

690

Argentine pesos

Banks

24.8%

 

12,933

 

6,855

 

1,722

 

530

 

-

 

-

 

22,040

Uruguayan pesos

Banks

6.0%

 

345

 

851

 

851

 

-

 

-

 

-

 

2,047

                 

TOTAL

   

27,895

 

34,588

 

12,305

 

19,826

 

9,356

 

93,614

 

197,585

                 
                 

Variable rate

 

Averge Int.Rate

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

TOTAL

US$

Banks

1.6%

 

10,564

 

126

 

5,663

 

-

 

-

 

-

 

16,354

Argentine pesos

Banks

25.2%

 

1,905

 

1,661

 

1,098

 

805

 

-

 

-

 

5,469

                 

TOTAL

   

12,469

 

1,788

 

6,762

 

805

 

-

 

-

 

21,823

                 

TOTAL

   

40,363

 

36,376

 

19,067

 

20,631

 

9,356

 

93,614

 

219,407

                 

(1) UF as of Dec 31, 2015

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest - Bearing Debts(1) as of December  31, 2018

(millions of CLP, except percentages)

 

            

 

Contractual Flows Maturities

Fixed Rate

Averge Int.Rate

2019

 

2020

 

2021

 

2022

 

2023

 

Thereafter

 

TOTAL

CLP (UF) (2)

Bonds

3.3%

  7,206

 

  9,554

 

  9,343

 

  9,132

 

  8,921

 

167,691

 

211,847

CLP(UF)(2) (3)

Banks

3.6%

11,738

 

955

 

955

 

955

 

955

 

23,079

 

38,637

CLP

Banks

4.6%

  8,108

 

  4,435

 

  4,435

 

57,687

 

  6

 

44

 

74,716

USD

Banks

3.1%

16,468

 

-

 

-

 

-

 

-

 

-

 

16,468

ARS

Banks

54.7%

  4,771

 

  2

 

-

 

-

 

-

 

-

 

  4,773

BOB

Banks

5.0%

782

 

  1,161

 

  1,161

 

  1,074

 

  1,074

 

  3,338

 

  8,589

UYU

Banks

4.8%

488

 

896

 

-

 

-

 

-

 

-

 

  1,384

 

              

 

Sub-total

  

49,561

 

17,002

 

 15,894

 

68,847

 

 10,955

 

194,152

 

356,412

 

              

 

 

              

 

Variable rate

Averge Int.Rate

2019

 

2020

 

2021

 

2022

 

2023

 

 Thereafter

 

 TOTAL

USD

Banks

3.4%

294

 

288

 

  8,199

 

-

 

-

 

-

 

  8,781

ARS

Banks

32.5%

506

 

-

 

-

 

-

 

-

 

-

 

506

 

              

 

Sub-total

  

800

 

288

 

 8,199

 

-

 

-

 

-

 

  9,287

 

              

 

TOTAL

  

50,361

 

17,290

 

  24,093

 

68,847

 

  10,955

 

194,152

 

365,699

(1) Including long-term debt obligations and capital lease obligations.
(2) UF as of December 31, 2018.

(3) Includes Capital Lease Obligations for an amount of CLP 27,867 million.

                

 

 

To hedge our market risks, we hold debt obligations in various currencies and enter into derivatives contracts. See “Item 11: Quantitative and Qualitative Disclosure about Market Risk.”Risk”.

 

Our treasury policy is to invest in highly liquid financial instruments issued by first-class financial institutions. Investments are made primarily in Chilean pesos and U.S. dollars.CLP. As of December 31, 2015,2018, we had invested CLP 149,708254,708 million in Chilean peso related instruments.

time deposits, mutual funds and securities purchased under resale agreements (Repos). The following table summarizes financial instruments, including time deposits, mutual funds and securities purchased under resale agreements (Repos), held by us as of December 31, 2015:2018:

 

Short-Term Financial Instruments

(in millions of CLP)

Time deposits

32,63948,194

Mutual Funds

10,194

Repos

117,069196,319

Total

149,708254,708

 

78



 

Capital Expenditures

Our plans for capital expenditures through the period 2016-2019(1)2019-2022 are displayed in the following table:

 

Operating segment

2016

2017

2018

2019

 

 

(CLP Millions)

 

 

 

 

 

 

 

 

 

Chile

 

84,663

52,244

130,929

81,118

 

As a percentage of Total

43.8%

38.6%

55.5%

57.1%

 

Machinery and equipment

44,696

24,378

68,464

32,056

 

Packaging

19,010

14,568

16,045

18,407

 

Marketing assets

9,602

7,092

7,512

7,001

 

Software and hardware

685

310

218

173

 

Others

10,670

5,895

38,690

23,480

 

 

 

 

 

 

International Business

57,379

35,785

29,026

21,003

 

As a percentage of Total

29.7%

26.5%

12.3%

14.8%

 

Machinery and equipment

23,720

5,348

7,679

2,415

 

Packaging

16,331

9,594

9,897

10,393

 

Marketing assets

10,365

12,810

7,560

7,210

 

Software and hardware

3,258

1,153

733

243

 

Others

3,706

6,881

3,157

742

 

 

 

 

 

 

Wine

 

12,506

10,860

11,904

9,767

 

As a percentage of Total

6.5%

8.0%

5.0%

6.9%

 

Machinery and equipment

4,976

5,955

3,581

2,690

 

Packaging

1,127

1,459

1,570

1,707

 

Marketing assets

15

23

25

28

 

Software and hardware

227

104

92

88

 

Others

6,161

3,319

6,635

5,255

 

 

 

 

 

 

Others

38,957

36,399

63,874

30,149

 

As a percentage of Total

20.1%

26.9%

27.1%

21.2%

 

 

 

 

 

 

Total

 

193,505

135,289

235,731

142,037

(CLP Million)

2019

2020

2021

2022

Chile

171,751

141,408

93,160

77,812

Abroad

41,232

65,035

31.919

39,590

Total

212,982

206,442

125,079

117,402

 

(1)Updated April 5, 2016

During the years 2016 through 2019, weThe investment plan to make capital expendituressupport organic growth at a consolidated level contemplates investing CLP 212,982 million in 2019, composed mainly of CLP 85,920 million in production assets, which includes the start up of construction of thenew production plant for non-alcoholic beverages in Renca (Santiago), CLP 25,903 million in distribution assets to adapt, update and increase production capacity, installing new packaging lines, enhancing environmental protection, optimizingoptimize our distribution system and warehouse facilities, investingCLP 26,493 million in packaging material such as bottles and additional returnable bottles and crates to replace obsolete inventories adapting to new packaging formats and supporting industry volume growth.CLP 25,613 million in marketing assets. Capital expenditures are also directed at improving facilities and offices in our plants, and implementing information and management systems in line with the development of our business. These figures may be subject to improving management information systemsadjustments depending on market conditions and making additional investments in marketing assets.the Company's ongoing needs.

 

We review our capital investment program periodically and changes to the program are made as appropriate. Accordingly, we cannot assure you that we will make any of these proposed capital expenditures at the anticipated level or at all. In addition, we are analyzing the possibility of making acquisitions in the same or related beverage businesses, either in Chile or in other countries of South America’s southern cone. Our capital investment program is subject to revision from time to time due to changes in market conditions for our products, general economic conditions in Chile, Argentina and elsewhere, interest, inflation and foreign exchange rates, competitive conditions and other factors.

 

We expectThe financing of our investments comes mostly from cash flow from operations generated by the Company and new credits, always taking into account an adequate debt/equity structure in order to fundminimize capital costs, and at the same time debt levels and maturities compatible with our capitaloperational cash flow generation.

C.Research and Development

Innovation is the driver that allows CCU to meet constantly evolving demand. Our research and development efforts to continuously satisfy the market by introducing new products and brands, although significant, do not involve material expenditures, throughas we have a combinationclose relationship with the companies that own the brands subject to license contracts. The relationship with the license owners is a constant resource in these matters as well as in the application of internally generated funds, long-term indebtednessproduction best practices, providing access to the “state of the art” techniques and knowledge in the industry.

In 2003, we entered into two technical agreements with Heineken Brouwerijen B.V. for assistance regarding all technical issues related to the production and bottling of Heineken Lager, one for Chile and the 2013 capital increase.other for Argentina.

In May 2005, we entered into a technical assistance agreement with Heineken Technical Services B.V. (currently Heineken Supply Chain B.V.) for certain operational aspects of our breweries, with an initial term of one year, renewable for subsequent periods of one year each. See “Item 6: Directors, Senior Management and Employees” and “Item 7: Major Shareholders and Related Party Transactions”.

79



 

D.Trend Information

The Chilean economy grew 4.0% in 2018, with an inflation rate of 2.6%. Average unemployment was 6.9% in 2018. We cannot assure you that the consumption of our products will vary in the same proportion as the overall economic indicators, since there is no perfect correlation. The conditions in particular sectors of the economy may have different impact in our business. Factors such as competition and changes in relative prices among the various types of beverages can affect the consumption of our products.

In August 2016, labor reform Law N° 20,940 was approved, which results in a more regulated labor market, effective as of April 2017.

On June 26, 2015 Decree N° 13 of the Ministry of Health was published which modifies the Food Ordinance (Supreme Decree N° 977 of the Ministry of Health) and enforces Law N° 20,606 of 2012 regarding the nutritional composition of food products and its promotion. Both regulations establish certain restrictions on promotion material, labeling, and commercialization of these products that have been classified as being “high” in calories or any of the defined critical nutrients, such as sodium, sugar and saturated fats. Additionally, on November 13, 2015 Law N° 20,869 regarding the promotion of food products was published, restricting the time of day promotions for products high in calories or any of the defined critical nutrient can be aired on television and in the cinema. The first phase of this regulation came into force in June 2016 and affected part of our non-alcoholic portfolio. The second phase of the regulation went into effect in June 2018, decreasing the maximum permitted calorie and sugar levels. The third phase of the regulation is expected to go into effect in June 2019, reducing the maximum permitted calorie level. We have taken measures to mitigate the impact of this new law.

The Chilean Congress is currently discussing a bill that provides, among others, for a new regime of temporary water rights, which apply to future water rights that are granted. The bill would also introduce a system of revocation of water rights, for those not in use. This bill could undergo modifications during its discussion in the Chilean Congress.

All CCU plants have electrical power contracts, either regulated or agreed to with distributors or generators, with prices tied to spot prices, coal prices and CPI (U.S. consumer price index). A shortage is not foreseen in the coming years. Natural gas for CCU plants in Chile comes from GNL Quinteros facilities, which imports gas from renewable sources at international prices. We do not foresee any shortages.

In 2018, the Argentine economy contracted by 3.5% and the Argentine peso depreciated by an average of 68% and when comparing the exchange rate as of the end of each period, the Argentine peso depreciated against the USD by 107% in 2018. Depreciation of the Argentine peso against the dollar may negatively affect our consolidated financial results. Our Argentine subsidiaries use the Argentine peso as their functional currency and their financial statements are translated to CLP for consolidation purposes, which may produce variations to the Company’s consolidated net income and shareholders’ equity, due to translation effects. Also, most of our raw material costs in Argentina are indexed to the dollar, so a depreciation of the ARS against the USD may impact our profitability.

Argentina has faced in the past, and continues to face, high inflation. The increase in inflationary risk may also erode macroeconomic growth and limit the availability of financing, causing a negative impact on our operations. In the years 2016, 2017 and 2018 inflation in Argentina was approximately 40%, 20% and 41%, respectively. Consequently, given that the cumulative inflation rate exceeded 100% in the last three years, Argentina, as prescribed by IAS 29, was declared a hyperinflationary economy as of July 1, 2018 (see Note 4 to our consolidated financial statements included herein).

Measures taken by previous Argentine governments to address the country’s economic crises severely affected the stability of Argentina's financial system and have had a materially negative impact on the country’s economy. These measures included, among others, different methods to directly and indirectly regulate price increases of various consumer goods, including beer, with the intention of reducing inflation. Additionally, the measures implemented in the past to control the country’s trade balance and exchange rate negatively impacted the free import of goods and the repatriation of profits. This situation changed in December 2015. However, we cannot guarantee that the authorities in Argentina will not implement legal and economic measures that may adversely affect our operations in Argentina.

80


 

E.Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements involving any transactions, agreements or other contractual arrangements involving an unconsolidated entity under which we have:

·made guarantees;

·a retained or a contingent interest in transferred assets;

·an obligation under derivative instruments classified as equity; or

·any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us.

We record payments made under operating leases as expenses, and none of our operating lease obligations are reflected on our balance sheet. We have no other off-balance sheet arrangements. See Note 34 to our consolidated financial statements included herein for a more detailed discussion of contingencies, including guarantees.

F.Contractual Obligations

 

The following table summarizes our known contractual obligations as of December 31, 2015:2018:

 

 

 

Payments due by period

 

Payments due by period

Payments due by period

 

 

(in million of CLP)

 

  

(in million of CLP)

  

Contractual Obligations

Total

Less than 1 year

1 - 3 years

3 - 5 years

More than 5 years

Total

Less than 1 year

1 - 3 years

3 - 5 years

More than 5 years

Long-Term Debt Obligations(1)

183,882

38,858

52,733

27,548

64,743

337,832

49,395

39,471

77,893

171,073

Capital Lease Obligations(2)

35,526

1,506

2,710

2,439

28,871

27,867

967

1,912

1,910

23,079

Operating Lease Obligations(3)

213,064

82,677

51,603

25,204

53,580

138,377

56,311

40,459

18,945

22,661

Purchase Obligations(4)

535,576

144,657

210,398

126,396

54,126

1,337,560

245,986

439,475

414,824

237,275

Total

968,048

267,697

317,444

181,587

201,320

1,841,636

352,659

521,317

513,572

454,088

 

 

 

   

(1) Includes interest.

(2) Includes our obligations to lease our headquarters building (see Note 27 to the financial statements).

(3) includes real state property, vineyards and warehouse leases, as well as marketing contracts.

(1) Includes interest expense.

   

(2) Includes our obligations to lease our headquarters building (see Note 21 to the financial statements).

(2) Includes our obligations to lease our headquarters building (see Note 21 to the financial statements).

 

(3) Includes real estate property, vineyards and warehouse leases, as well as marketing contracts.

(3) Includes real estate property, vineyards and warehouse leases, as well as marketing contracts.

  

(4) Includes raw material purchase contracts.

(4) Includes raw material purchase contracts.

   

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements involving any transactions, agreements or other contractual arrangements involving an unconsolidated entity under which we have:

·made guarantees;

·a retained or a contingent interest in transferred assets;

·an obligation under derivative instruments classified as equity; or

·any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us.

We record payments made under operating leases as expenses, and none of our operating lease obligations are reflected on our balance sheet. We have no other off-balance sheet arrangements. See Note 35 to our audited consolidated financial statements for a more detailed discussion of contingencies, including guarantees.

Research and Development

Innovation is the driver that allows CCU to meet constantly evolving demand. Our research and development efforts to continuously satisfy the market by introducing new products and brands, although significant, do not involve material expenditures, as we have a close relationship with the companies that own the brands subject to license contracts. The relationship with the license owners is a constant resource in these matters as well as in the application of production best practices, providing access to the “state of the art” techniques and knowledge in the industry.

In 2003, we entered into two technical agreements with Heineken Brouwerijen B.V. for assistance regarding all technical issues related to the production and bottling of Heineken Lager, one for Chile and the other for Argentina. On October 12, 2011, we and Heineken Brouwerijen B.V. signed the Amended and Restated versions of the Trademark License Agreements which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina, in effect as of January 1, 2011. These agreements have an initial term of 10 years, and shall automatically be renewed on January 1 of each year for a new period of ten years, unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.81



 

In May 2005, we entered into a technical assistance agreement withHeineken Technical Services B.V. (currently Heineken Supply Chain B.V.)for certain operational aspects of our breweries, with an initial term of one year, renewable for subsequent periods of one year each. See “Item 6: Directors, Senior Management and Employees” and “Item 7: Major Shareholders and Related Party Transactions.”

The license agreement between CCU Argentina and Anheuser-Busch, signed in 1995, as amended, also provides us with both technical and marketing assistance for the production and marketing of Budweiser beer brand in Argentina. See “Item 4: Information on the Company – Business Overview – Production and Marketing –International Business Operating segment.”

Critical Accounting Policies and Practices

 

A summary of our significant accounting policies is included in Note 2 to our audited consolidated financial statements, which are included in this annual report. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on historical experiences, changes in the business environment and information collected from qualified external sources. However, actual results may differ from estimates under different conditions, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and/or require management’s subjective judgments. The most critical accounting policies and estimates are described below.

 

a) Property, plant, equipment and bottles: The key judgments we must make under the property and equipment policy include the estimation of the useful lives of our various asset types, expected residual values, the election of a method for recording depreciation, management’s judgment regarding appropriate capitalization or expensing of costs related to fixed assets, and the evaluation of potential impairments, if any.

 

Property and equipment are stated at cost and are depreciated using the straight-line method based on the estimated useful lives of the assets. In estimating the useful lives (residual values are considered) we have primarily relied upon actual experience with the same or similar types of equipment and recommendations from the manufacturers. Useful lives are based on the estimated amount of years an asset will be productive and are revised periodically to recognize potential impacts caused by new technologies, changes to maintenance procedures, changes in utilization of the equipment, and changing market prices of new and used equipment of the same or similar types.

 

Property and equipment assets are evaluated for possible impairment. Factors that would indicate potential impairment may include, but are not limited to, significant decreases in the market value of the long-lived asset(s), a significant change in the long-lived asset’s physical condition and operating or cash flow losses associated with the use of the long-lived asset. This process requires our estimate of future cash flows generated by each asset or group of assets. For any instance where this evaluation process indicates impairment, the appropriate asset’s carrying values are written down to net realizable value and the amount of the write-down is charged against the results of continuing operations.

 

Expenditures that substantially improve and/or increase the useful life of facilities and equipment are capitalized. Other maintenance or repair costs are charged income as incurred.

 

b) Goodwill, impairment of goodwill and intangible assets other than goodwill: Management exercises judgment in assessing goodwill and the useful lives of other intangible assets including commercial trademarks and software programs. Judgments are also exercised for assessing potential impairments for these kinds of assets. Goodwill is recorded as the excess of the purchasepricepurchase price of companies acquired over the fair value of identifiable net assets acquired and is accounted for at its cost value less accumulated impairment losses, if any. Goodwill in the acquisition of joint ventures and associated companies is assessed for impairment as part of the investment, provided that there are signs indicating that the investment may be impaired. We annually review the recorded value of our goodwill, or sooner if changes in circumstances indicate that the carrying amount may exceed fair value. Recoverability of the carrying value of the asset is determined by comparing net book value, including goodwill, to fair value based on the estimated future net cash flows of the relevant assets. See Notes 2.15 and 2.16 to our consolidated financial statements.statements included herein.


 

c) Deposits for returns of bottles and containers: Deposits for returns of bottles and containers corresponds to the liabilities registered by the guarantees of money received from customers for bottles and containers placed at their disposal and represents the value that will be returned to the customer when it returns the bottles to the Company in good condition along with the original document. This value is determined by the estimation of the bottles and containers in circulation that are expected to be returned to the Company in the course of time based on the historic experience, physical counts held by clients and independent studies over the quantities that are in the hands of end consumers, valued at the average weighted guarantees for each type of bottles and containers.

 

82


The Company does not intend to make significant repayment of these deposits within the next 12 months. Such amounts are classified within current liabilities, under the line Other financial liabilities, since the Company does not have the legal ability to defer this payment for a period exceeding 12 months. This liability is not discounted, since it is considered a payable on demand, with the original document and the return of the respective bottles and containers and it does not have adjustability or interest clauses of any kind in its origin.

 

d) Severance Indemnities: As of December 31, 2015,2018, the liabilities for mandatory severance indemnities have been determined at their current actuarial value, based on the accrued cost of the benefit, using an annual discount interest rate of 6.36%5.69% in Chile and 39.26%34.62% in Argentina. The calculation also considers several assumptions such as the estimated years of service that personnel will have at the date of their retirement, mortality rates and future salary increases.33333333 

 

e) Financial instruments:IFRS 9 – Financial instruments, replaces the IAS 39 – Financial instruments, for the annual periods beginning on January 1, 2018 and which brings together three aspects of accounting and which are: classification and measurement; impairment and hedge accounting.

Financial assets

The Company recognizes a financial asset or liability in its balance sheet when it becomes subject to the contractual stipulationsConsolidated Statement of a financial instrument. Financial Position as follows:

As of the date of the initial recognition, Managementmanagement classifies its financial assets (i) at fair value through profit and loss or collectible credits and accounts (ii) collectible creditstrade and accounts, dependingother current receivables and (iii) hedging derivatives. The classification depends on the purpose for which the financial assets were acquired. For those instruments not classified at fair value through profit and loss,income, any cost attributable to the transaction is recognized as part of the assetasset’s value.

The fair value of the instruments that are actively quotedtraded in formal markets is determined by the quotedtraded price as ofon the financial statement closing date. For those investments without an active market, the fair value is determined using valuation techniques including (i) the use of recent market transactions, (ii) references to the current market value of another financial instrument of similar characteristics, (iii) discounted cash flow,flows and (iv) other valuation models. These

After the initial recognition the Company values the financial assets are valued at fair valueas described below:

Trade and the gainsother current receivables

Trade receivable credits or losses originated by the change in fair valueaccounts are recognized in the Consolidated Statement of Income. The financial instruments at fair value through profit and loss include financial assets classified as held for trading by the Company. Financial assets are classified as held for trading when acquired with the purpose of selling them within a short term. Derivative instruments are classified as held for trading unless they are classified as hedge instruments.according to their invoice value.

 

The estimatedCompany acquires loan insurances covering approximately 90% and 99% of the individually significant accounts receivable balances for the domestic market and the international market, of the total of trade receivables, respectively, net of a 10% deductible.

An impairment of accounts receivable balances is recorded when there is objective evidence that the Company will not be capable to collect amounts according to the original terms. Some indicators that an account receivable has impairment are the financial problems, initiation of a bankruptcy, financial restructuring and age of the balances of our customers.

Estimated losses from bad debts are determined by applying different percentages, taking into account maturitymeasured in an amount equal to the "expectations of credit losses", using the simplified approach established in International Financial Reporting Standard 9-Financial Instruments (“IFRS 9”) and in order to determine whether or not there is impairment from portfolio, a risk analysis is carried out according to historical experience (three years) on the uncollectability, which is adjusted according to macroeconomic variables, in order to obtain sufficient prospective information for the estimation and considering other factors of aging until reaching 100% of the balance in most of the debts older than 180 days, with the exception of those cases that in accordance with current policies, for which losses are estimated due to partial deterioration based on a case by case analysis. Additionally, the company maintains credit insurance for individually significant accounts receivable. Impairment losses are recorded in the Consolidated Statement of Income in the period incurred.

 

Current trade receivable credits and accounts are initially recognized at their nominal value and are not discounted because they do not differ significantly from their fair value. The Company has determined that thecalculation of the amortized cost is not materially different from the invoiced amount because the transactions do not have significant associated costs.

83



 

LoansFinancial liabilities

The Company recognizes a financial liability in its Consolidated Statement of Financial Position as follows:

Interest-bearing loans and financial obligations accruing interest

Interest-bearing loans and financial obligations are initially recognized at the fair value of the resources obtained, less incurred costs incurredthat are directly attributable to the transaction. After initial recognition, interest-bearing loans and obligations accruing interest are valuedmeasured at their amortized cost. The difference between the net amount received and the value to be paid is recognized in the Consolidated Statement of Income duringover the term of the loan, using the effective interest rate method.

Interest paid and accrued related to debtsloans and obligations used in a financingto finance its operations appearare presented under financial cost. Loansfinance costs.

Interest-bearing loans and obligations accruing interest with a maturitymaturing within a twelve-month periodtwelve months are classified as current liabilities, unless the Company has the unconditional right to defer the payment of the obligation for at least a twelve-month periodtwelve months after the closing date of the consolidated financial statements.

Trade and other payables

Trade and other payables are initially recognized at nominal value because they do not differ significantly from their fair value. The Company has determined that no significant differences exist between the carrying value and amortized cost using the effective interest rate method.

Derivative Instruments

All derivative financial instruments are initially recognized at fair value as of the date of the derivative contract and subsequently re-measured at their fair value. Gains and losses resulting from fair value measurement are recorded in the Consolidated Statement of Income as gains or losses due to fair value of financial instruments, unless the derivative instrument is designated as a hedging instrument.

Financial Instruments at fair value through profit and loss include financial assets classified as held for trading and financial assets which have been designated as such by the Company. Financial assets are classified as held for trading when acquired for the purpose of selling them in the short term. The fair value of derivative financial instruments that do not qualify for hedge accounting is immediately recognized in the consolidated statement closing date.of income under Other gains (losses).  The fair value of these derivatives is recorded under Other financial assets and Other financial liabilities.

Derivative instruments classified as hedges are accounted for as cash flow hedges.

In order to classify a derivative as a hedging instrument for accounting purposes, the Company documents (i) as of the transaction date or at designation time, the relationship or correlation between the hedging instrument and the hedged item, as well as the risk management purposes and strategies, (ii) the assessment, both at designation date as well as on a continuing basis, whether the derivative instrument used in the hedging is highly transaction effective to offset changes in inception  cash flows of the hedged item. A hedge is considered effective when changes in the cash flows of the underlying directly attributable to the risk hedged are offset with the changes in fair value, or in the cash flows of the hedging instrument with effectiveness between 80% to 125%(See Note 4 - Accounting changes to our audited consolidated financial statements included herein).

The total fair value of a hedging derivative is classified as assets or financial liabilities in Other non-current if the maturity of the hedged item is more than 12 months and as other assets or current liabilities if the remaining maturity of the hedged item is less than 12 months. The ineffective portion of these instruments can be viewed in Other gains (losses) of the Consolidated Statements of Income. The effective portion of the change in the fair value of derivative instruments that are designated and qualified as cash flow hedges are initially recognized inCash Flow Hedge Reserve in a separate component of Equity. The income or loss related to the ineffective portion is immediately recognized in the Consolidated Statement of Income. The amounts accumulated in Equity are reclassified in Income during the same period in which the corresponding hedged item is reflected in the Consolidated Statement of Income. When a cash flow hedge ceases to comply with the hedge accounting criteria, any accumulated income or loss existing in Equity remains in Equity and is recognized when the expected transaction is finally recognized in the Consolidated Statement of Income. When it is estimated that an expected transaction will not occur, the accumulated gain or loss recorded in Equity is immediately recognized in the Consolidated Statement of Income.

84


Derivative instruments are classified as held for trading unless they are classified as hedge instruments.

Deposits for returns of bottles and containers

Deposits for returns of bottles and containers corresponds to the liabilities registered by the guarantees of money received from customers for bottles and containers placed at their disposal and represents the value that will be returned to the customer when it returns the bottles to the Company in good condition along with the original invoice. This value is determined by the estimation of the bottles and containers in circulation that are expected to be returned to the Company in the course of time based on the historic experience, physical counts held by clients and independent studies over the quantities that are in the hands of end consumers, valued at the average weighted guarantees for each type of bottles and containers.

The Company does not intend to make significant repayment of these deposits within the next 12 months. Such amounts are classified within current liabilities, under the line Other financial liabilities, since the Company does not have the legal ability to defer this payment for a period exceeding 12 months. This liability is not discounted, since it is considered a payable on demand, with the original invoice and the return of the respective bottles and containers and it does not have adjustability or interest clauses of any kind in its origin.

 

f)Accounting changes:

1.The accounting policies described in the consolidated financial statements as of December 31, 2018 reflect the modifications made byInternational Financial Reporting Standard 15-Revenue from Contracts with Customers (“IFRS 15”) and IFRS 9 which went into effect as of January 1, 2018. The following is an explanation of the initial impact of the application of these rules:

In relation to IFRS 9, the Company has made an evaluation of its impacts which included the determination of gaps between criteria of classification and measurement of financial instruments with respect to the criteria currently used and the determination of the impact of moving to a model of expected credit losses to determine the impairment of its financial assets.

  Based on the evaluation, we have determined that there are no significant changes impacting the classification and measurement of the Company’s financial assets as a result of the application of IFRS 9. We have not identified significant impacts on accounting policies for financial liabilities, since the new requirements only impacts accounting for liabilities, other than derivative financial instruments, which are designated at fair value through profit or loss, on which the Company, as of January 1, 2018, does not have, nor has there been debt renegotiations that could be affected by the new clarifications about the accounting treatment regarding modification of liabilities; however, for derivative financial instruments that are recognized at fair value through profit or loss as of January 1, 2018, the Company has determined an increase of ThCh$ 1,307, net of deferred taxes, which was recorded under Retained earnings in Equity as of January 1, 2018.

  In relation to the new impairment model, the standard requires the recognition of impairment losses based on expected credit losses (ECL), instead of only incurred credit losses as indicated in IAS 39. Based on the evaluations performed on the portfolio of Trade receivables as of January 1, 2018, the Company determined a decrease of ThCh$ 128,029, net of deferred taxes, which was recorded under Retained earnings in Equity as of January 1, 2018 and additionally modified, as of said date, the respective accounting policy.

  The Company has elected to continue using the IFRS 9’s exception that allows continuing the recording of hedge accounting according to IAS 39.

  The date of adoption of this new standard is mandatory as of January 1, 2018. The Company applied this rule prospectively, using the practical resources allowed by the standard, and given that the effects are not significant the comparative balances for the year 2017 will not be restated.

  As of January 1, 2018, financial assets and liabilities are classified as fair value with changes in profit or loss, measured at amortized cost and at fair value in other comprehensive income, without affecting the classification maintained by the Company.

-In relation to IFRS 15, the basic principle of IFRS 15 is that an entity recognizes income from ordinary activities, in a way that represents the transfer of goods or services committed to customers, in exchangefor an amount that reflects the compensation in which the entity expects to be entitled to in exchange for these goods or services. An entity shall recognize revenue from ordinary activities in accordance with that basic principle by applying the following 5 steps which are:

85


Step 1 – Identify the contract (or contracts) with the customer.

Step 2 - Identify performance obligations in the contract.

Step 3 - Determine the price of the transaction.

Step 4 - Assign the price of the transaction between performance obligations.

Step 5 - Recognize income from ordinary activities when (or as) the entity satisfies a performance obligation.

  The Company has carried out an evaluation of the 5 steps indicated above and no new performance obligations have been identified or different from those already presented in the consolidated financial statements and additionally has determined there are no significant changes in the recognition of income, since these are recorded to the extent that it is likely the economic benefits flow to the Company and can be measured reliably, with determined prices that are measured at the fair value of the economic benefits received or to be received, once the performance obligation is satisfied and income is presented net of valued added tax, specific taxes, returns, discounts and rebates.

The Company adopted IFRS 15 based on the early applicationmodified retrospective approach. There was no impact from the adoption and no adjustment to the opening balance of Amendmentretained earnings was made.

2.Financial reporting in hyperinflationary economies

Inflation in Argentina has shown significant increases since the beginning of 2018. The cumulative inflation rate of three years, calculated using different combinations of consumer price indices, has exceeded 100% for several months, and it is still increasing. The cumulative three-year inflation calculated using the general price index has already exceeded 100%. Therefore, as prescribed by International Accounting Standard 29-Financial Reporting in Hyperinflationary Economies (“IAS 29”), Argentina was declared a hyperinflationary economy as of July 1, 2018.

According to the aforementioned, IAS 16 and 4129 must be applied by all entities whose functional currency is the Argentine peso for the accounting periods ended after July 1, 2018, as if the economy had always been hyperinflationary. In this regard, IAS 29 requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary country be restated in 2015. This change in accounting policyterms of the current purchasing power at the end of the reporting period. The above mentioned implies that Biological assets (vinesthe restatement of non-monetary items must be made from their date of origin, last restatement, valuation or another particular date in some very specific cases and considering that the financial statements are prepared under formationthe historical cost criteria.

The adjustment factor used in each case is obtained based on the combined index of the National Consumer Price Index (IPC), with the Wholesale Price Index (IPIM), published by the National Institute of Statistics and under production)Census of the Argentine Republic (INDEC), according to the series prepared and published by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE).

For consolidation purposes, for subsidiaries whose functional currency is the Argentine peso, paragraph 43 of International Accounting Standard 21-The Effects of Changes in Foreign Exchange Rates (“IAS 21”) has been considered, which requires that the financial statements of a subsidiary that has a functional currency of a hyperinflationary economy to be restated in accordance with IAS 29, before being converted so that they are reclassified to Property, plant and equipment from Biological assets. Additionally,included in the costs associated with agricultural activities are reclassified to Biological current assets from Inventories. Until December 31, 2014 and January 1, 2014 these were presented under Biological assets (vines under formation and under production) and Inventories, respectively. The effects of this accounting policy are explained in Note 2.29 to our audited consolidated financial statements. For comparisonThe comparative amounts presented previously (2017 for the purposes these change was applied retroactively to 2014.of the Consolidated Statement of Financial Position and years 2017 and 2016 for the Consolidated Statement of Incomes by Function, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows) in CLP have not been restated.

 

86


Re-expression due to hyperinflation will be recorded until the period in which the economy of the entity ceases to be considered as a hyperinflationary economy; at that time, adjustments made for hyperinflation will be part of the cost of non-monetary assets and liabilities.

The comparative amounts in the Company’s consolidated financial statements are presented in a stable currency and they are not adjusted by inflationary changes.

The application for the first time of IAS 29 gave rise to a positive adjustment of ThCh$ 92,241,004, net of taxes, which have been charged to the "Reserve of exchange differences on translation" account (Other comprehensive income). On the other hand, during fiscal year 2018, the application of this standard generated a gain in net monetary position of ThCh$ 2,312,604 (before tax), which is recognized in the Consolidated Statement of Incomes under "Result as per adjustment units". Additionally, since the Argentine economy was declared as hyperinflationary, a loss of ThCh$ 6,086,727 was recorded in results for the year, generated by the inflation adjustment and translation at the year-end exchange rate as of December 31, 2018. 

The most significant effects on the non-monetary items restated, after rating the Argentine economy in a situation of hyperinflation, are the following:

Thousands of CLP

Current assets

1,905,102

Non-current assets

118,989,487

Current liabilities

-

Non-current liabilities

(27,149,456)

Total Shareholders' Equity

93,745,133

Non-controlling interests

(1,504,129)

Equity attributable to equity holders of the parent

92,241,004

3.During the year ended on December 31, 2015,2018, there have beenwere no other significant changes in the use of accounting principles or relevant changes in any accounting estimates with regard to previous years that have affected these consolidated financial statements.

Trend Information

The Chilean economy grew2.1% in 2015, with an inflation rate of4.4%. The GDP growth for 2016 had been estimated in the range of1.3% to3.4%. Average unemployment was6.3% in 2015. We cannot assure you that the consumption of our products will vary in the same proportion as the overall economic indicators, since there is no perfect correlation. The conditions in particular sectors of the economy may have different impact in our business. Factors such as competition and changes in relative prices among the various types of beverages can affect the consumption of our products.

In December 2014, the Chilean government presented to the Chilean Congress a bill for a labor reform which could result in a more rigid labor market. This reform has been approved by the Chilean Congress but is currently pending resolution by the Constitutional Court.

On June 26, 2015 decree N° 13 of the Ministry of Health was published which modifies the Sanitary Food Products Regulations (DC 977 of the Ministry of Health) and enforces Law N° 20,606 of the year 2012 regarding the nutritional composition of food products and its promotion. Both regulations establish certain restrictions on promotion material, labeling, and commercialization of these products that have been classified as being “high” in calories or any of the defined critical nutrients, such as sodium, sugar and saturated fats. Additionally on November 13, 2015 Law N° 20,869 regarding Promotion of Food Products was published, which restricts the time of day for promotion on television and the cinema of the previously indicated products. This law will become effective as of June 27, 2016 and will affect a proportion of our non-alcoholic portfolio. We are taking measures to mitigate the impact of this new law.

The Chilean Congress is currently discussing a bill that provides, among others, a new regime of temporary water rights, which apply to future water rights that are granted. The bill would also introduce a system of revocation of water rights, for those not in use. This bill could be subject to modifications during its discussion in the Chilean Congress.After its enactment, regulations will be required for the implementation of the new regime, which is not expected to occur during the year 2016.

87



Electricity spot prices have increased significantly in the past years due to drought conditions and the postponement of investments in new capacity, specifically hydroelectricity and coal generation. All CCU plants have electrical power contracts, either regulated or agreed with distributors or generators, with prices tied to spot prices, coal prices and CPI (U.S. consumer price index). A shortage is not foreseen in the coming years as electricity can be generated with fuel, though at a higher cost.

Our main plants in Chile are supplied by Metrogas Quintero, a natural gas company, which imports gas from renewable sources at international prices. Accordingly, we do not foresee shortages as was the case in the past when the natural gas supply depended on Argentina.

The measures taken by the previous Argentine government to address the country’s economic crisis of 2002 severely affected the Argentine financial system’s stability and have had a materially negative impact on the country´s economy. Recently, the Argentine government has lifted restrictions on foreign exchange transactions for obligations entered into after December 17, 2015. Restrictions on obligations entered into before December 17, 2015 will remain in effect until May 2016. If Argentina were to experience a new fiscal and economic crisis, the Argentine government could implement economic and political measures, which could adversely impact our business.

Since January 2006, the Argentine government has adopted different methods to directly and indirectly regulate the prices of various consumer goods, including bottled beer, in an effort to slow inflation. Additionally, measures taken by the previous Argentine government to control the country’s trade balance and to limit the access to foreign currencies have negatively impacted the free import of goods and royalty payments by the Company, and also the repatriation of profits. This situation has recently changed following the installation of the new government in December 2015. We cannot assure you that the current Argentine government will not implement this type of measures and that these will not have an adverse effect on our operations in Argentina.

Revenues from CCU Argentina, in Chilean pesos, are also subject to the volatility of exchange rates of the Chilean peso and Argentine peso in any given period. This volatility may also affect the level of income reported from our foreign operations under IFRS.

ITEM 6: Directors, Senior Management and Employees

A.Directors and Senior Management

 

The following table sets forth certain information with respect to the members of our boardBoard of directors, as of April 13, 2016:

Directors:

  

Directors

Position

Position Held Since

At CCU Since

Board of Directors

Andrónico Luksic

Chairman of the Board

April 2013 (Chairman),

November 1986 (Director)

November 1986

Carlos Molina

Vice Chairman of the Board

May 2018 (Vice Chairman)

April 2012 (Director)

April 2012

Francisco Pérez

Director

July 1998

February 1991

Vittorio Corbo

Director

April 2012

April 2012

Pablo Granifo

Director

April 2013

April 2013

Rodrigo Hinzpeter

Director

July 2015

July 2015

José Miguel Barros

Director

April 2016

April 2016

Rory Cullinan

Director

May 2018

Mayo 2018

Hemmo Parson

Director

May 2018

Mayo 2018

Didier Debrosse(1)

Director

July 2015

July 2015

Marc Busain(1)

Vice Chairman of the Board

April 2016

April 2016

(1) Resigned with effect from May 1, 2018.


 

Andrónico Luksic (62)(65), was appointed Chairman of the board Boardof Compañía Cervecerías Unidas S.A.in April 2013 and has served as a Director since November 1986. He is currentlythe Chairman of the Board of the Company’s primary subsidiaries, including Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A., Companía Cervercerías Unidas Argentina S.A. and he is also a member of the Boardboard of Cervecería CCU, ECUSA, CCU Argentina, CICSA, and Central Cervecera de Colombia. HeColombia S.A.S. and Zona Franca Central Cervecera S.A.S. Mr. Luksic is also currently the Chairman of the Board of Quiñenco S.A. and LQ Inversiones Financieras S.A., Vice Chairman of the Board of Banco de Chile and Compañía Sud Americana de Vapores S.A., as well as a member of the board of directors of several other companies and institutions, including Antofagasta plc, Antofagasta Minerals S.A., Nexans, Tech Pack S.A., and Invexans S.A. Mr. Luksic is a member of the International Business Leaders’ Advisory Council for the Mayor of Shanghai. He is a member of the International Advisory Board of Barrick Gold, the International Advisory Council of the Brookings Institution, the Advisory Board of the Panama Canal Authority, and the Chairman’s International Council of the Council of the Americas. In addition, Mr. Luksic is a Trustee Emeritus at Babson College, and a member of the Harvard Global Advisory Council, the Columbia University World Projects Advisory Council, the International Advisory Board of the Blavatnik School of Government at Oxford University, the International Advisory Boards of both the Tsinghua University School of Economics and Management and the Fudan University School of Management, the Harvard Business School Latin America Advisory Board, the Dean’s Council at the Harvard Kennedy School, the Advisory Committee of the David Rockefeller Center at Harvard University, and the Latin AmericanAmericas Executive Board of the MIT Sloan School of Management.

 

Carlos Molina17 (62), has served as Director of Compañía Cervecerías Unidas S.A since April 2012 and as Vice Chairman of the Board since May 2018.He is also a member of the Board of Directors of Cervecera CCU Chile Limited, Embotelladoras Chilenas Unidas S.A., Compañía Cervecerías Unidas Argentina S.A., Viña San Pedro Tarapacá S.A., Foods Compañía de Alimentos CCU S.A. and Compañía Pisquera de Chile S.A., and CEO of Corporación Dinámica Industrial, S.A. in Mexico.He has over 30 years of management and strategic consulting experience in multiple industries, especially in beverages and consumer goods across the Americas. In beverages, his roles have included Business Development for Heineken Americas; Planning and Strategy for Femsa Cerveza; and board member of Kaiser in Brazil. Prior to these roles, Mr. Molina was a Partner in Booz, Allen & Hamilton, a global business consulting firm. Mr. Molina is a Mexican citizen and has a BBA (Bachelor of Business Administration) from the University of Houston, and an MBA from the University of Texas.

Francisco Pérez (61),has served as director of Compañía Cervecerías Unidas S.A. since July 1998 and previously, between 1991 and 1998, he held the position ofChief Executive Officerof said the Company. In 1998 he was appointed Chief Executive Officer of Quiñenco S.A., a position he holds to date.He is member ofthe board of several companies, including Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A., Viña San Pedro Tarapacá S.A., Companía Cervercerías Unidas Argentina S.A., Compañía Pisquera de Chile S.A., Compañía Industrial Cervecera S.A.,  Inversiones y Rentas S.A., Banco de Chile, Banchile Corredores de Seguros S.A., LQ Inversiones Financieras S.A., Sudamericana Agencias Aéreas y Marítimas S.A, Nexans, Hapag Lloyd and Invexans Limited. He is also Chairman of the Board of Compañía Sud Americana de Vapores S.A., Empresa Nacional de Energía Enex S.A., Invexans S.A. and Tech Pack S.A. He received a degree in Business Administration from the Pontificia Universidad Católica de Chile and a Master’s degree in Business Administration from the University of Chicago.

88


Vittorio Corbo14 (76),has held the position of member of the Directors Committee of Compañía Cervecerías Unidas S.A., in his capacity as independent director, since he was elected director in April 2012, which he currently chairs. He is president of Vittorio Corbo y Asociados Limitada, member of the MIT Sloan Latin American Advisory Council, of the International Advisory Council of the Center for Social and Economic Research (CASE) of Warsaw, Poland, and member of the Public Opinion Committee of the Centro de Estudios Públicos (CEP) in Santiago, Chile. He was president of the Central Bank of Chile between 2003 and 2007, director of Banco Santander S.A. (Spain) between the years 2011-2014, Chairman of the Board of Banco Santander Chile between 2014 and 2018, and director of the Santander-México Group and ENDESA Chile. He is an economic advisor to large companies as well as family offices. He held senior management positions at the World Bank in Washington DC and has provided numerous consultancies to the World Bank, IDB, US-AID, CIDA, SIDA, FASID and the OECD, as well as governments and central banks in Latin America. He was Professor of Economics in Canada, the United States and Chile. Mr. Corbo holds a degree in Business Administration from the Universidad de Chile and a Ph.D. in Economics from MIT.

Pablo Granifo (60), has served as Directorof Compañía Cervecerías Unidas S.A.since April 2013. He has been the Chairman of the Board of Banco de Chile S.A. since 2007 and Chairman of the Board of Viña San Pedro Tarapacá S.A. since 2013. He is a member of the board of Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A. Additionally, he is Chairman of the boards of Banchile Asesoría Financiera S.A., Socofin S.A., Banchile Securitizadora S.A., and Banchile Administradora General de Fondos S.A., and a member of the executive committee of Banchile Corredores de Seguros Limitada. He is also a member of the board of Empresa Nacional de Energía Enex S.A. He holds a degree in Business Administration from the Pontificia Universidad Católica de Chile.

Rodrigo Hinzpeter (53), has served as Directorof Compañía Cervecerías Unidas S.A. since July 2015. He is also member of the board of Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A., Companía Cervercerías Unidas Argentina S.A. and Inversiones y Rentas S.A. Since 2014 he has been the General Counsel of Quiñenco S.A. He is also member of the board of Invexans S.A. and Tech Pack S.A. Before that he was Secretary of Interior Affairs (2010-2012) and, later, the Secretary of Defense of the Government of Chile(2012-2014). He holds a Law degree from the Pontificia Universidad Católica de Chile.

José Miguel Barros (55), was appointed Directorof Compañía Cervecerías Unidas S.A. in April 2016. He is member of the board of various subsidiaries, including Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A., Viña San Pedro Tarapacá S.A. and Compañía Pisquera de Chile S.A. He is a Senior Managing Director and Partner of Chilean Investment Bank LarrainVial S.A. He is currently a member of the board of Lipigas S.A. and Stel Chile S.A. Mr. Barros holds a degree in Economics and Business Administration from Pontificia Universidad Católica de Chile and is a graduate from PADE, ESE Business School, Universidad de los Andes.

Hemmo Parson(50), was appointed Director of Compañía Cervecerías Unidas S.A. in May 2018. He is also member of the board of Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Companía Cervercerías Unidas Argentina S.A. He has held various positions in Heineken and is currently serving as Legal Director of Heineken Americas. In addition, he is a member of the board of directors of Desnoes & Geddes Ltd., Surinaamse Brouwerij N.V. and Caribbean Development Company Ltd. Mr. Parson holds a law degree from the University of Utrecht.


15Messrs. Corbo and Molina meet the independence criteria under the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 and the corporate governance rules of the New York Stock Exchange.

89


Rory Cullinan(59),He has served as director of Compañía Cervecerías Unidas S.A. since May 2018. He is also a member of the Board of Directors of Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Compañía Cervecerías Unidas Argentina S.A. Mr. Cullinan has wide experience across different markets and sectors, working in Europe, Africa, America and Russia. Mr. Cullinan held various positions in the Royal Bank of Scotland, including as executive chairman. He is currently non-executive director at J2 Acquisition Limited, a publicly traded company listed in London Stock Exchange and serves as senior advisor to Mckinsey.

Didier Debrosse (62), was appointed Directorof Compañía Cervecerías Unidas S.A. in July 2015 and he served as a member of the Board until May 2018. He was also member of the board of Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Companía Cervercerías Unidas Argentina S.A. He has worked for Heineken since 1997, where he is currently President of Heineken Brazil. Additionally, he is Knight of the Legion of Honor as awarded by France. He received an Advanced Management Programme degree from INSEAD and completed the Board Member course at Harvard Business School.

Marc Busain (48)(51), was appointed as our directorDirector and Vice Chairman of the board Boardof Compañía Cervecerías Unidas S.A.in April 2016.2016 and he served as a member of the Board until May 2018. He was member of the board of Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Companía Cervercerías Unidas Argentina S.A. He is currently member of the board of Central Cervecera de Colombia.Colombia S.A.S. He has been with Heineken since 1995 where he is currently President of Heineken Americas.Americas B.V. Prior to that, he served within Heineken as Managing Director of different countries including Mexico, France, Egypt and Burundi. He holds a Master´sMaster’s degree in Economics from the Vrije Universiteit Brussel.

 

Francisco Pérez (58), has served as director since July 1998. He is Chief Executive Officer of Quiñenco since 1998. Prior to joining Quiñenco, he was our Chief Executive Officer between 1991 and 1998. He is member of the board of several companies, including Cervecería CCU, CICSA, CCU Argentina, ECUSA, CPCh, Central Cervecera de Colombia, IRSA, Banco de Chile, Banchile Corredores de Seguros S.A., LQ Inversiones Financieras S.A.,VSPT, Sudamericana Agencias Aéreas y Marítimas S.A., Nexans and Hapag Lloyd. Also he is chairman of the board of CSAV (Compañía Sud Americana de Vapores S.A.), ENEX (Empresa Nacional de Energía Enex S.A.) and Invexans S.A., and Vice Chairman of Tech Pack S.A. He received a degree in Business Administration from the Pontificia Universidad Católica de Chile and a Master’s degree in Business Administration from the University of Chicago.

Carlos Alberto Molina (59), has served as our director since April 2012. He is also member of the board of Cervecería CCU, ECUSA, CCU Argentina, CICSA, VSPT, Foods, Central Cervecera de Colombia and CPCh. He has over 30 years of management and strategic consulting experience in multiple industries, especially in beverages and consumer goods across the Americas. In beverages, his roles have included Business Development for Heineken Americas; Planning and Strategy for Femsa Cerveza; and board member of Kaiser in Brazil. Prior to these roles, Mr. Molina was a Partner with Booz, Allen & Hamilton, a global business consulting firm. Mr. Molina is a Mexican citizen and has a BBA from the University of Houston, and an MBA from the University of Texas.

Vittorio Corbo (73),has served as our director since April 2012. He is a Senior Research Associate at the Centro de Estudios Públicos (CEP) in Santiago, Chile. He is also Chairman of the board of Directors of Banco Santander Chile, and Director of Grupo Santander Mexico, and of SURA Insurance-Chile, and economic consultant to several large corporations in Chile and abroad. He served in senior management positions at the World Bank in Washington, DC, was Professor of Economics in Canada, the U.S.A. and Chile, was also President of the Central Bank of Chile (2003-2007) and Director of Banco Santander S.A. (Spain) from 2011-2014 among other jobs. Mr. Corbo holds a Commercial Engineering degree (with maximum distinction) from Universidad de Chile and a Ph.D. in economics from MIT.

81


Pablo Granifo (57), was appointed as a director in April 2013. He has been the Chairman of Banco de Chile since 2007 and the Chairman of VSPT since 2013. He is member of the board of Cervecería CCU. Additionally, he is Chairman of the boards of Banchile Asesoría Financiera S.A., Socofin S.A., Banchile Securitizadora S.A., and Banchile Administradora General de Fondos S.A., and a member of the executive committee of Banchile Corredores de Seguros Limitada. He is also a member of the board of Enex. He holds a Business Administration degree from the Pontificia Universidad Católica de Chile.

Rodrigo Hinzpeter (50), was appointed as a director in July 2015. He is also member of the board of Cervecería CCU, ECUSA and IRSA. Since 2014 he has been the Manager of the Legal department of Quiñenco. Before that he was Minister of Internal Affairs and later Secretary of Defense for the Government of Chile. He received his Law degree from the Pontificia Universidad Católica de Chile.

Didier Debrosse (59), was appointed as a director in July 2015. He is also member of the board of Cervecería CCU. He has been working for Heineken since 1997, where he is currently President of Heineken Brazil. Additionally he is President of the Dutch Brazilian Chamber of Commerce and is Knight of the Legion of Honor as awarded by France. He received an Advanced Management Programme degree from INSEAD and completed the Board Member course at Harvard Business School.

José Miguel Barros (52), was appointed as a director in April 2016. He is member of the board of VSPT. He is a Senior Managing Director and Partner of Chilean Investment Bank Larrain Vial S.A. He is currently member of the Board of Lipigas S.A., CDF, Stel Chile S.A., Bolsa de Productos S.A. and Cámara Chileno-Holandesa de Comercio. Mr. Barros holds a Commercial Engineering degree from Pontificia Universidad Católica de Chile and is a graduate from PADE, ESE Buisiness School, Universidad de los Andes.

John Nicolson (62), served as our director from October 2008, and Vice Chairman from November 2008, until April 13, 2016. He served as member of the board of Cervecería CCU, ECUSA, CCU Argentina S.A., CICSA and CPCh. He is the Chairman of IRSA and he was President of Heineken Americas and member of Heineken’s Executive Committee until 2013, having joined from Scottish & Newcastle following its acquisition by Heineken N.V. His early career was with ICI Plc, Unilever PLC and Fosters Brewing Group. He also holds a non-executive position as Chairman of AG Barr PLC, NED of Stock Spirits Group PLC, and NED of North American Breweries and is a member of Edinburgh University’s Advisory Board. He received a degree in Marketing and Economics at the University of Strathclyde, Scotland and also completed the Executive Program at Carnegie Mellon University, U.S.A. and the Directors’ Forum at London Business School, United Kingdom.

Jorge Luis Ramos (63), served as our director from May 2011 until April 13, 2016. He was member of the board of directors of Cervecería CCU, VSPT, ECUSA, CPCh and IRSA, among others. Mr. Ramos was appointed Deputy President for Heineken Americas in 2010 until 2013. He currently provides assistance to other boards of Heineken joint ventures in Central America. He also serves as director in other public and private companies in Mexico. He joined FEMSA in 1996 and became CEO of FEMSA Cerveza in 2006, after serving two years as Co-CEO. Mr. Ramos has a bachelor’s degree in Administration and Public Accounting from Tecnológico de Monterrey and an MBA degree from the University of Pennsylvania’s Wharton School of Business.

Manuel José Noguera(66), served as our director from May 1987 until June 30, 2015. He lends assistance to the board of Quiñenco and is a senior partner at the law firm Noguera, Larraín y Dulanto Ltda. He has been the legal advisor for the Luksic Group for over 40 years. He received his Law degree from the Pontificia Universidad Católica de Chile.

Phillipe Pasquet(77), served as our director from June 2003 until June 30, 2015. He has worked for Heineken since 1976. He was member of the board of directors of VSPT, CPCh, Foods and IRSA. He received degrees from theÉcole Supérieure de Commercein Dijon, France, theInstitut International de Commercein Paris, and theCentre Européen d’Education Permanente inFontainebleau, France.

82


The principal business activities of our current and former 20152017 and 20162018 directors are summarized in the following table:

Directors

Business Activities

Andrónico Luksic

Chairman of CCU

Marc BusainCarlos Molina

PresidentDirector of Heineken AmericasCompanies

Francisco Pérez

Quiñenco’s CEO

Carlos Molina

Director of Companies

Vittorio Corbo

Economist and Director of Companies

Pablo Granifo

Chairman of Banco de Chile and VSPT

Rodrigo Hinzpeter

Manager Legal DepartmentGeneral Counselof Quiñenco

Didier Debrosse

President of Heineken Brazil

José Miguel Barros

DirectorPartner of CompaniesLarrainVial

John NicolsonHemmo Parson

Vice Chairman of CCULegal Director Heineken Americas

Jorge Luis RamosRory Cullinan

Director of Companies

Manuel José NogueraDidier Debrosse(1)

DirectorPresident of CompaniesHeineken Brazil(2)

Philippe PasquetMarc Busain(1)

DirectorPresident of Companies related to Heineken

Americas

At the shareholder’s(1) Resigned with effect from May 1, 2018.

(2) Retired as of 1 March 2019.

The shareholders’ meeting held on April 13, 2016, a new board was elected as directors, for a term of three years.The current members areyears, Messrs. Andrónico Luksic, Francisco Pérez, Pablo Granifo, Rodrigo Hinzpeter, Marc Busain, Carlos Molina, Didier Debrosse, José Miguel Barros and Vittorio Corbo, the latter independent according to article 50 bis of Law Nº18,046.

On May 9, 2018, due to the resignation of directors Messrs. Marc Busain and Didier Debrosse, both effective as of May 1, 2018, the board of directors appointed, pursuant to article 32 of Law N° 18,046, Messrs. Hemmo Parson and Rory Cullinan in these vacancies until the next shareholders' meeting. In addition, in said meeting, the board designated Mr. Carlos Molina as vice chairman of the board of directors, in lieu of Mr. Marc Busain

Pursuant to the above, the shareholders’ meeting held on April 17, 2019 elected as directors, for a term of three years, Messrs. Andrónico Luksic, Francisco Pérez, Carlos Molina, Vittorio Corbo, Pablo Granifo, Rodrigo Hinzepeter, Didier Debrosse andHinzpeter, José Miguel Barros.Barros, Hemmo Parson and Rory Cullinan. None of our directors is party to a service contract.

 

90


The following table sets forth certain information with respect to our senior management as registered at the SVS,CMF, as of April 15, 2016:

17, 2019:

 

Senior Management

Position

Position Held Since

At Company Since

Patricio Jottar

Chief Executive Officer

July 1998

July 1998

Marisol Bravo

Corporate Affairs Senior DirectorOfficer

June 1994

July 1991

Felipe ArancibiaGabriela Ugalde

Chief Human Resources Officer

February 2014April 2018

April 2002

Diego Bacigalupo

Corporate Development Manager

January 2014

August 2013

Matías Bebin

General Manager CPCh

February 2014

October 2006

Felipe Benavides

General Counsel

March 2015

March 2015

Francisco Diharasarri

General Manager ECUSA

October 2003

June 19852018

Felipe Dubernet

Chief Financial Officer

February 2014

May 2011

Pedro HeraneFelipe Benavides

General Manager VSPTCounsel

April 2013March 2015

March 2015

Jesús García

General Comptroller

May 20102015

May 2015

Ronald Lucassen

Corporate Industrial Processes Corporate Manager

May 2014

May 2014

Hugo Ovando

General Manager Cervecería CCU

February 2014

September 1997

Martín RodriguezRodríguez

Head of Project Management Office and Innovation

March 2015

March 2015

Antonio Cruz

Corporate Development Manager

June 2017

June 2017

Francisco Diharasarri

General Manager CCU Chile

October 2003

June 1985

Fernando Sanchis

General Manager CCU Argentina

May 1995

November 1994

Jesús García

General Controller

May 2005

May 2005

Ludovic Auvray

Manager International Business Manager

June 2015

June 2015

Alvaro RioPedro Herane

General Manager Comercial CCUVSPT

March 2015April 2013

January 1991May 2010

Alvaro RománDomingo Jiménez

General Manager TCCUCPCh

March 2015August 2018

March 1999May 2004

 

Patricio Jottar (53)(56), has served as our Chief Executive Officer since 1998. HeMr. Jottar is also currentlyon the board of directors of a directornumber of CCU’s subsidiaries and affiliated companies, including, among others: Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A., Companías Cervecerías Unidas Argentina S.A., Viña San Pedro Tarapacá S.A., Aguas CCU-Nestlé Chile S.A., Cervecería CCU, CCU Argentina, CICSA, ECUSA, VSPT, Foods, Aguas CCU,Kunstmann S.A., Bebidas CCU-Pepsico SpA, Promarca, CCK, Bebidas del Paraguay andS.A., Central Cervecera de Colombia S.A.S., Zona Franca Central Cervecera S.A.S., Distribuidora del Paraguay S.A. and Foods Compañía de Alimentos CCU S.A. He is also Chairman of the Board of CPCh, ComercialCompañía Pisquera de Chile S.A., Transportes CCU Limitada and TCCU among others.Promarca S.A. Prior to joining us,the Company, he was Chief Executive Officer of Santander Chile Holding. He receivedMr. Jottar holds a degree in Business Administration from the Pontificia Universidad Católica de Chile and a Master’s degree in Economics and Business Administration from the Instituto de Estudios Superiores de la Empresa, in Barcelona, Spain.

Felipe Dubernet (49), has been our Chief Financial Officer since February 2014. He joined the Company in May 2011 and was the Procurement Officer until January 2014. He is currently a member of the board of several of CCU’s subsidiaries, including Aguas CCU-Nestlé Chile S.A., Comercial CCU S.A., Transportes CCU Limitada, Fábrica de Envases de Plásticos S.A. and CRECCU S.A.,among other. Prior to joining us, he worked for 15 years at Unilever holding several positions in Supply Chain and Finance in Chile, Brazil and the United States. He holds a degree in Civil Engineering from the Pontificia Universidad Católica de Chile.

Jesús García (56), joined CCU as General Comptroller in May 2015. He is currently a member of the board of Transportes CCU Limitada and Fábrica de Envases Plásticos S.A. He has also worked with Heineken since 2000 in various financial positions in Spain, the Netherlands and Singapore, and previously with Diageo and with PricewaterhouseCoopers in Spain. Prior to joining CCU he served as Senior Regional Tax Manager Asia Pacific for the Heineken Group. He holds a degree in Business Law from Universidad de Sevilla, in Spain, and a Master’s degree in Business Administration from Instituto Internacional San Telmo, in Sevilla, Spain.

Gabriela Ugalde (53), joined CCU as Chief Human Resources Officer in April 2018. Previously, she had been in charge of Organizational Development at Quiñenco S.A. since 2014. During her career she has worked for multinational and local companies, including Nestlé, S.A.C.I. Falabella, Banco Itaú and Banco de Chile, where she has held management positions in the Human Resources Department. She received a degree in Psychology from the Pontificia Universidad Católica de Chile and a Master’s degree from the same university.

Felipe Benavides (43), has been our General Counsel since March 2015. He is currently a member of the board of Aguas CCU-Nestle Chile S.A., in Chile, Andrimar S.A., Coralina S.A., Marzurel S.A. and Milotur S.A. in Uruguay;of Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A. in Paraguay; and of Bebidas Bolivianas BBO S.A. in Bolivia. Previously, he was the General Counsel at SMU S.A. since 2013. He was also a Senior Associate at Cariola, Diez, Pérez Cotapos and an International Associate for Debevoise & Plimpton LLP (New York). He received his Law degree from the Pontificia Universidad Católica de Chile and a LLM from Duke University.

91



 

Marisol Bravo (56)(59), is our Corporate Affairs Senior DirectorOfficer and has been with usthe Company since 1991. Prior to her current position, she was Head of Special Projects.Projects at CCU. Before joining us, she was Assistant Manager of Marketing at Citicorp Mutual Funds. She received a degree in Business Administration from the Universidad de Chile.

 

Felipe ArancibiaRonald Lucassen (41), is our Chief Human Resources Officer and assumed the position in January 2014. He has been with us since 2002, holding several positions in Finance and Business Development. The latest position was as of Corporate Finance and Investor Relations Manager. Prior to this position he was Global Finance Manager for Heineken International in Amsterdam and Business Development Manager for Heineken Brazil in Sao Paulo. Before this position he was the Planning and Finance Manager at ECUSA. He received a degree in Business Administration from Universidad de Los Andes in Chile and holds an Executive Scholar Program in Finance and Alumnus from Kellogg School of Management, Northwestern University and a certificate in Human Resources from the Ross School of Business from the University of Michigan and is also a part-time Professor at Universidad de Los Andes in Chile.

Ludovic Auvray (45) is our Manager International Business, and has held that position since July 2015. He is Chairman of the board of Milotur en Uruguay and, of Bebidas del Paraguay, and member of the board of Central Cervecera de Colombia and BBO among others. He has worked with Heineken since 1995 where he has held various positions in Sales and Marketing, his latest position was Global Marketing Director for Cerveza Sol and Specialty Beers in Heineken International in Amsterdam. He received an MBA from the Babson Graduate School.

Diego Bacigalupo (36), is our Corporate Development Manager, and has held that position since January 2014. He has been with CCU since August 2013. He is currently a member of the board of PLASCO, Aguas CCU, Bebidas Bolivianas BBO, Bebidas del Paraguay, Milotur and Nutrabien, amongst others. Prior to his current position, he was Strategic Planning Manager of CCU between August and December 2013. Before joining us, he worked at Quiñenco within its Business Development area. He received an Industrial Engineering degree from the Pontificia Universidad Católica de Chile and an MBA from MIT Sloan School of Management.

Matias Bebin (33)(55), has been the General Manager of CPCh since January 1, 2014. He is currently a member of the board of Transportes CCU. Prior to this position he was the Planning & Finance Manager for the Company. He has been with us since 2006, working in different companies of the group such as ECUSA and Aguas CCU. He received a degree in Business Administration from the Pontificia Universidad Católica de Chile and a MBA from Berkeley University.

Felipe Benavides (40) is our General Counsel, and has held the position since March 2015. Previous to this position he was the General Counsel at SMU since 2013. He was also a Senior Associate at Cariola, Diez, Pérez Cotapos and an International Associate for Debevoise & Plimpton LLP (New York). He received his Law degree from the Pontifica Universidad Católica de Chile and an LLM from Duke University.

Francisco Diharasarri (55), is the General Manager of ECUSA and has been with us since 1985. Prior to his current position, he was General Manager of Cervecería CCU, General Manager of ECUSA and General Manager of PLASCO. He is also currently Chairman of the Board of Aguas CCU, PLASCO, Foods, Alimentos Nutrabien S.A., Manantial, and Bebidas Carozzi CCU and is also a member of the board of CRECCU, CICSA, Transportes CCU, Bebidas CCU-Pepsico, Bebidas del Paraguay, Promarca, among others. He received a degree in Civil Engineering from the Universidad de Chile.

Felipe Dubernet (46), is our Chief Financial Officer, and has held that position since February 2014. He has been with us since May 2011 as Procurement officer until January 2014. He is currently a member of the board of PLASCO, CRECCU and Transportes CCU, among others. Prior to his current position, he was Chief Procurement Officer CCU between May 2011 and January 2014. Prior to joining us, he worked for 15 years at Unilever holding several positions in Supply Chain and Financein Chile, Brazil and United States. He received a degree in Civil Engineering from the Pontificia Universidad Católica de Chile.


Pedro Herane (46) is the General Manager of VSPT and assumed the position as of April 2013. Additionally, he is a member of the board of Viña Valles de Chile S.A., Viña Ältair S.A., Viña del Mar de Casablanca S.A., Viñas Orgánicas S.P.T. S.A., Finca La Celia S.A., and Transportes CCU. Prior to his current position, he was in charge of the Domestic Market as Commercial Manager of VSPT. Prior to joining us, he was Senior Group Manager at Procter & Gamble for 10 years in multiple positions in Chile, Latin America and United States. He received a Bachelor’s degree in Business from University Adolfo Ibáñez in Chile and a Master’s degree in Marketing from the Paris School of Management (ESCP – EAP) in France.

Ronald Lucassen (51), has been theCorporate Industrial Processes Corporate Manager since May 2014. Prior to this position, Ronald worked for2014, and currently board member of Fábrica de Envases Plásticos S.A. Previously, he held various positions at Heineken since January 1990. He worked in The Netherlands as Production Manager in the Zoeterwoude Brewery and as Quality Manager in Den Bosch.Bosch Brewery. Subsequently, he has completed a number of international assignments, working as General Manager of Brewing for DB Breweries’ in New Zealand, Technical Manager of GBNC in New Caledonia, Production Manager of the Hainan Brewery in China for Asia Pacific Breweries, Supply Chain Director Czech Republic and Senior Supply Chain Director Heineken Russia. He holds a Mechanical Engineering degree and a Master’s degree from the Technische Universiteit Delft.

 

Hugo OvandoMartín Rodríguez (46)(58), isjoined CCU as Head of the GeneralProject Management Office in March 2015 and in September 2017 he was also appointed Head of Innovation. Previously, he was M&A Manager and Strategic Development Manager at Quiñenco S.A., where he held various positions since 1999. He was a board member of CerveceríCervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Foods Compañía de Alimentos CCU S.A. until March 2015. He has an MBA from UCLA as well as a Master’s degree in Economics and assumed this positionBusiness Administration from the Pontificia Universidad Católica de Chile.

Antonio Cruz (37) joined CCU as of January 31, 2014. Prior to this, he has worked with us in several positions: General Manager of CPCh,Corporate Development Manager in June 2017. He is currently a member of CCU, General Managerthe board of Transportes CCU, General Manager of Comercial CCU, Development Manager, Corporate Projects ManagerBebidas del Paraguay S.A. and Investor Relations Manager.Bebidas Bolivianas BBO S.A., as well as Andrimar S.A., Coralina S.A., Marzurel S.A. and Milotur S.A. in Uruguay, among others. He has been with CCU since June 2015, and before joining us, since 1997.he worked at Quiñenco S.A. within its Business Development division. He is also a director of Comercial CCU S.A., Transportes CCU Ltda., CICSA, CCK and Cervecería Austral. He receivedholds a degree in Business Administration from the Pontificia Universidad Católica de Chile and aan MBA from Babson College.Columbia University in New York.

 

Martín RodriguezFrancisco Diharasarri (55)(58), is the HeadGeneral Manager of our Project Management Office, holding this new positionCCU Chile and has been with the Company since March 2015.1985. Previously, he was General Manager of Embotelladoras Chilenas Unidas S.A. and before that he was General Manager of Cervecera CCU Chile Limitada and General Manager of Fábrica de Envases Plásticos S.A. He was at Quiñenco from 1999 to March 2015, as M&A Manageris also currently Chairman of the Board of Aguas CCU-Nestlé Chile S.A., Comercial CCU S.A., Fábrica de Envases Plásticos S.A., Foods Compañía de Alimentos CCU S.A., Manantial S.A. and Strategic Development Manager. He wasBebidas Carozzi CCU SpA and is also a board member of Cerveceríthe board of CRECCU S.A., Compañía Industrial Cervecera S.A., Transportes CCU ECUSALimitada, Bebidas CCU-Pepsico SpA, and Foods until March 2015.Promarca S.A. among others. He received a degree in Business and AdministrationCivil Engineering from the Pontificia Universidad Católica de Chile, and holds a Master´s degree in Economics from the same University and an MBA from UCLA.Chile.

 

Fernando Sanchis (55)(58), is the General Manager of CCUCompanía Cervecerías Unidas Argentina S.A. and he has been with usthe Company since 1995. Prior to joining us,Previously, he was Chief Financial Officer of Embochile, a former PepsiCo bottler, and he also held the same position at Uruguay’s PepsiCo’s bottler. He is also currently a board member of CCUCompanía Cervecerías Unidas Argentina S.A. and Bebidas del Paraguay, amongst others.Compañía Industrial Cervecera S.A. He received an accounting degree from the University of Buenos Aires in Argentina.

 

Alvaro RománLudovic Auvray(43) (48),is our General Manager of Transportes CCU, and has held that position since May 2010. He has been with usour International Business Manager since March 1999,July 2015. He is Chairman of the Board of Andrimar S.A., Coralina S.A., Marzurel S.A., Milotur S.A. in Uruguay and of Bebidas del Paraguay S.A., and member of the board of Distribuidora del Paraguay S.A. and Bebidas Bolivianas BBO S.A., among others. Previously, he worked at Heineken since 1995, where prior to his current role he has held various positions in sales, marketingSales and business development.Marketing, including Global Marketing Director for Cerveza Sol and Specialty Beers for Heineken International, based in Amsterdam. He received a degree in Civil Engineeringholds an MBA from the Pontificia Universidad Católica de Chile.Babson Graduate School.

 

Alvaro Río (Domingo Jiménez55) (38), is ourthe General Manager of Comercial CCUCompañía Pisquera de Chile S.A., and has held that position since May 2010, and as part of the Senior Management since March 2015. He has been with CCU since 1991 holding various positions including Operational Manager of Transportes CCU, and Sales Manager of Cervecería CCU. He received a degree in Business Administration from Universidad Diego Portales.

Jesús García (53) is our General Controller since May 2015. He is currently a member of the board of PLASCO and Transportes CCU.CCU Limitada. Previously, he was the Finance Director at CCU Chile. He has also workedbeen with the Company since 2004, working in different subsidiaries, as well as Heineken since 2000 in various Finance positions in Spain, the NetherlandsAmericas and Singapore, and previously with Diageo and with PWC in Spain. Prior to joining CCU he served as Senior Regional Tax Manager Asia Pacific for the HeinekenGroup. Heineken USA.

92


He holdsreceived a degree in Business LawAdministration from the Pontificia Universidad Católica de Sevilla,Chile.

Pedro Herane (49), has been the General Manager of Viña San Pedro Tarapacá S.A. since April 2013. In addition, he is a member of the board of Viña Valles de Chile S.A., Viña Ältair S.A., Viña del Mar de Casablanca S.A., Finca La Celia S.A. and Transportes CCU Limitada. Prior to his current position, he was the Commercial Manager in Spaincharge of the Domestic Market at Viña San Pedro Tarapacá S.A. Prior to joining us, he was Senior Group Manager at Procter & Gamble, where he worked for ten years in multiple positions in Chile, Latin America and United States. He received a Bachelor’s degree in Business from University Adolfo Ibáñez in Chile and a Master’s degree in Business AdministrationMarketing and Communications from Instituto Internacional San Telmothe Paris School of Management (ESCP – EAP) in Sevilla.France.


 

Our senior managers are full time employees; therefore, they do not perform principal business activities outside us.

 

On January 13, 2003, the existing shareholders’ agreement was amended in order to allow the Schörghuber Group to sell its interest in IRSA to Heineken Americas B.V., a subsidiary of Heineken International B.V. On April 17, 2003, the Schörghuber Group gave Quiñenco formal notice of the sale of its interest in IRSA to Heineken International B.V. Currently, Heineken Chile Ltda., a Chilean limited corporation controlled by Heineken Americas B.V., owns 50% of IRSA’s shares. As of December 31, 2005, IRSA’s primary shareholders’ agreement gives Quiñenco the right to propose to our board of directors the candidates for Chief Executive Officer, and to Heineken Chile Ltda. our General Comptroller and Cervecería CCU’s General Manager. On the other hand, under the agreement, neither Quiñenco nor Heineken Chile Ltda. can separately, directly or indirectly, buy or sell our shares.

B.Compensation

 

For the year ended December 31, 2015, the aggregate amount of compensation paid by us to all our Directors was CLP2,982million.

The board of directors’ gross compensation is determined by the shareholders at the annual shareholders’ meeting. As approved at the annual shareholders´ meeting held on April 15, 2015,11, 2018, the directors’ monthly remuneration, for their attendance to meetings, independent of the number of meetings held in each period, was fixed inat UF15 100 per director, and UF 200 for the Chairman,chairman, plus an amount equivalent to 3% of the distributed dividends, for the board as a whole, board, at a rate of one-ninth for each director and in proportion to the time each one served as such during the year 2015.2018. If the distributed dividends exceed 50% of the net profits, the board of directors’ variable remuneration shall be calculated over a maximum 50% of such profits. Those directors that are members of the directors committee (See Item(see “Item 6.C. Board Practices – directors committee)Directors Committee”) receive a gross remuneration of UF 34  for each meeting they attend, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a director is entitled to, pursuant to articleArticle 50 bis of Law Nº 18,046 and Regulation N° 19561,956 of the SVS.CMF. Directors that are members and observers of the audit committee receive a monthly gross remuneration of UF 25.

The described gross compensation packagefor board members was also approved for 20162019 at the shareholders’ meeting held on April 13, 2016.17, 2019. Additionally, regarding directors that are members of the directors committee (see “Item 6.C. Board Practices – Directors Committee”) the shareholders at said meeting approved a gross compensation of UF 50 for each meeting they attend, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a director is entitled to pursuant to Article 50 bis of Law Nº 18,046 and Regulation N° 1,956 of the CMF. Additionally, for directors that are members and observers of the audit committee, a monthly gross remuneration of UF 50 was determined.

 


16 UF stands for “Unidad de Fomento” which is an inflation linked accounting unit used in Chile. As of March 31, 2019 its value corresponded to CLP 27.565,76.

93


In 2015,2018, the total compensation paid by us and our subsidiaries to each of our directors for services rendered was as follows:

 

 

Attendance

Dividend

 

Director

Meetings fee

Participation(1)

Total

 

(in thousands of CLP)

 

Andrónico Luksic Craig

43,852

199,262

243,114

John Nicolson

122,152

199,262

321,415

Jorge Luis Ramos

144,784

218,572

363,356

Manuel José Noguera Eyzaguirre

14,809

199,262

214,071

Philippe Pasquet

99,780

218,572

318,352

Francisco Pérez Mackenna

244,612

199,262

443,874

Carlos Molina Solís

150,996

199,262

350,258

Vittorio Corbo

111,781

199,262

311,043

Pablo Granifo Lavin

72,268

237,882

310,150

Rodrigo Hinzpeter Kirberg

70,657

-

70,657

Didier Debrosse

35,515

-

35,515

(1) Includes the remuneration for members of the Audit and Directors Committees.

 

Attendance

Dividend

 

Director(1)

Meetings fee(2)

Participation(2)

Total

 

(in thousands of CLP)

Andrónico Luksic Craig

52,609

216,012

268,621

Carlos Molina Solís

207,033

310,160

517,193

Francisco Pérez Mackenna

205,915

310,160

516,075

Vittorio Corbo Lioi

50,201

288,016

338,217

Pablo Granifo Lavín

151,482

260,300

411,782

Rodrigo Hinzpeter Kirberg

154,737

216,012

370,749

José Miguel Barros van Hövell tot Westerflier

153,035

238,156

391,191

Didier Debrosse(3)

13,437

216,012

229,449

Marc Busain(3)

4,162

216,012

220,174

Total

992,611

2,270,840

3,263,451

 

(1)In 2018, per attendance meetings fee were accrued CLP 77,184 thousand and paid CLP 14,160 thousand in favor of director Rory Cullinan and were accrued CLP 55,132 thousand and paid CLP 10,084 thousand in favor of director Hemmo Parson.

(2) Includes the remuneration for members of the audit and directors committees.

(3) They resigned with effect from 1 May 2018.

 


For the year ended December 31, 2015,2018, the aggregate amount of compensation paid by us to all ourdirectors was CLP3,263 million.

For the year ended December 31, 2018 the aggregate amount of compensation paid to our senior managers registered at the SVSCMF during 2015,2018, was CLP5,4977,308 million. We do not and are not required under Chilean law to disclose to our shareholders or otherwise make public information as to the compensation of our individual senior managers.

 

We do not maintain any stock option, pension or retirement programs for our directors or senior managers.

 

C.Board Practices

 

We are managed by our board of directors which, in accordance with our bylaws (Estatutos), is formed by nine directors who are elected at the annual shareholders’ meeting. The entire board of directors is elected for three years.years and may be re-elected. The board of directors may appoint replacements to fill any vacancies that occur during periods between annual shareholders’ meetings. If such vacancy occurs, the entire board of directors must be renewed at the next following shareholders’ meeting. On April 10, 2013, at the annual

The shareholders’ meeting the entire board ofheld on April 13, 2016, elected as directors, was renewed for a term of three years, and the board members elected were Messrs. Andrónico Luksic, John Nicolson,Francisco Pérez, Pablo Granifo, Rodrigo Hinzpeter, Marc Busain, Carlos Molina, Didier Debrosse, José Miguel Barros and Vittorio Corbo, Manuel José Noguera,the latter independent according to article 50 bis of Law Nº18,046.

On May 9, 2018, due to the resignation of directors Messrs. Marc Busain and Didier Debrosse, both effective as of May 1, 2018, the board of directors appointed, pursuant to article 32 of Law N° 18,046, Messrs. Hemmo Parson and Rory Cullinan in these vacancies until the next shareholders' meeting.

Pursuant to the above, the shareholders´ meeting held on April 17, 2019 elected as directors, for a term of three years, Messrs. Andrónico Luksic, Francisco Pérez, Carlos Molina, Philippe Pasquet, Francisco Pérez, Jorge Luis RamosVittorio Corbo, Pablo Granifo, Rodrigo Hinzpeter, José Miguel Barros, Hemmo Parson and Pablo Granifo.Rory Cullinan. None of our directors is party to a service contract with us or any of our subsidiaries that provides for benefits upon termination.

94


Due to the resignation of Messrs. Manuel José Noguera EyzaguirreOur Chief Executive Officer and Philippe Pasquet of their positions as directors of the Company, both effective as of June 30, 2015, at the board of directors´ meeting held on July 7, 2015, Messrs. Didier Debrosse and Rodrigo Hinzpeter Kirberg were appointed as directors, until the next annual shareholders´ meeting, as permitted by Article 32 of the Chilean Corporations Act.

At the shareholder’s meeting held on April 13, 2016, a new board was elected for a term of three years. The current members of the board of directors are Messrs. Andrónico Luksic, Marc Busain, Francisco Pérez, Carlos Molina, Vittorio Corbo, Pablo Granifo, Rodrigo Hinzepeter, Didier Debrosse and José Miguel Barros.

Ourother senior managers are appointed by the board of directors and hold office at the discretion of the board of directors. There are regularly scheduled meetings of the board of directors once a month; extraordinary meetings are specially summoned by the Chairman, at the request of one or more board members where prior qualification of the necessity of such meeting has been met and, in any case, if requested by the absolute majority of the directors. The board of directors does not have an executive committee.

 

1)Directors Committee

 

The directorsdirector’s committee discussions, agreements, and organization are regulated, in every applicable matter, by the Chilean Corporations Act provisions relating to board of directors’ meetings. The directors committee shall inform the board of directors about the manner in which it will request information and about its resolutions.

 

In addition to the general liabilities imputable to any director, the directors that compose the directors committee shall, in the exercise of their duties, be jointly and severally liable for any damage caused to the corporation or the shareholders.

 

According to the Chilean Securities Market Law and the Chilean Corporations Act, corporations whose market capitalization reaches or exceeds UF 1.5 million Unidades de Fomento (as of March 31, 20162019 approximately CLP 38,71841,344 million) and at least 12.5% of its outstanding shares with voting rights are in the possession of shareholders that individually control or possess less than 10% of such shares, shall designate a “comité de directores” or “directors committee” and appoint at least one independent director. The directors committee shall be composed of three members and at least one member shall be independent. If the market capitalization or stock percentage falls below this threshold, the obligation to designate a directors committee no longer applies. However, corporations which do not meet these requirements may voluntarily assume the obligations concerning the directors committee, in which case they shall strictly follow the provisions of the Chilean Corporations Act.


 

Pursuant to the Chilean Corporations Act, the powers and duties of the directors committee are as follows:

 

  • to examine the independent accountants’ reports, the balance sheets, and other financial statements submitted by the corporation’s managers or liquidators to the shareholders, and issue an opinion about them prior to their submission for shareholder approval;
  • to propose to the board of directors the independent accountants and the risk rating agencies, which the board must then propose to the shareholders. Should the board of directors disagree with the directors committee’s proposal, the board shall be entitled to make its own proposal, submitting both to the shareholders for their consideration;
  • to examine the documentation concerning related-party transactions of the companyCompany and its subsidiaries, and to produce a written report on such transactions. A copy of the report shall be delivered to the board, and shall be read at the board meeting in which the transaction is presented for approval or rejection;
  • to examine the managers’, principal executive officers’ and employees´ remuneration policies and compensation plans;
  • to prepare an annual report of the performance of its duties, including the principal recommendations to shareholders;
  • to advise the board of directors as to the suitability of retaining the independent accounting firm to provide non-audit services, which are not prohibited by the Chilean Securities Market Law, if the nature of such services could impair the accountants independence from the Company;company; and
  • all other matters contemplated in our bylaws or entrusted to the directors committee by a shareholders’ meeting or the board of directors.

 

Regarding related party transactions mentioned in the third bullet point above, Chapter XVI of the Chilean Corporations Act applies to open stock corporations and its subsidiaries, while dispositions of Articles 44, 89 and 93 of the Chilean Corporations Act, are applicable only to closedclosely held corporations, which are not subsidiaries of an open stock corporation. See “Item 7: Major Shareholders and Related Party Transactions.”Transactions”.

 

Pursuant to the Chilean Corporations Act, no person shall be considered independent who, at any time during the previous eighteen months:

 

95


1.  Maintained any relationship, interest or economic, professional, credit or commercial dependence, of a nature and relevant volume, with the company, other companies of the financial conglomerate to which the company belongs, its comptroller, or principal executive officer of any one of them, or was a director, manager, administrator, principal executive officer or advisor of such companies;

 

2.   Was a close relative (i.e., parents, father/mother in law, sisters, brothers, sisters/brothers in law), to any one of the persons referred to in 1 above;

 

3.   Was a director, manager, administrator or principal executive officer of non-profit organizations that received contributions or large donations from any individual referred to in clause 1 above;

 

4.   Was a partner or shareholder that possessed or controlled, directly or indirectly, 10% or more of the company’s capital; a director; manager; administrator or principal executive officer of entities who had provided consulting or legal services, for relevant amounts, or of external audit, to the persons referred to in 1 above; or

88


 

5.   Was a partner or shareholder who possessed or controlled, directly or indirectly, 10% or more of the company’s capital; a director; manager; administrator or principal executive officer of principal competitors, suppliers or clients of the company.

 

Should there be more than three directors entitled to participate in the directors committee, the board of directors shall elect the members of the directors committee by unanimous vote. Should the board of directors fail to reach an agreement, preference to be appointed to the committee shall be given to directors elected with the highest percentage of votes cast by shareholders that individually control or possess less than 10% of the company’s shares. If there is only one independent director, such director shall appoint the other members of the committee among non-independent directors. Such directors shall be entitled to exercise full powers as members of the committee. The chairman of the board of directors shall not be entitled to be appointed as a member of the committee nor any of its subcommittees, unless he is an independent director.

 

To be elected as independent director, the candidates must be proposed by shareholders that represent 1% or more of the shares of the company, at least 10 days prior to the date of the shareholders' meeting called to that end.

 

The candidate who obtains the highest number of votes shall be elected as independent director.

 

At the shareholdersboard meeting held on April 10, 2013,13, 2016, following the election of a new board of directors was appointed for a three year term.at the shareholders’ meeting held the same day, Mr. Vittorio Corbo, was elected as independent director in accordance with Article 50 bis of the Chilean Corporations Act.

In the board meeting held on April 10, 2013, the independent director Mr. Vittorio Corbo, in accordance with the above-referenced law,Act, appointed Messrs. Philippe PasquetCarlos Molina and Francisco Pérez as members of our directors committee which is composed ofin accordance with the three directors above mentioned.above-referenced law. 

 

Due toFollowing the resignationelection of Mr. Philippe Pasquet of his position as director of the Company, effective as of June 30, 2015, at thea new board of directors meeting held on July 7, 2015, the independent director Mr. Vittorio Corbo appointed director Mr. Jorge Luis Ramos as a member of the directors committee, to replace Mr. Philippe Pasquet, as required by article 50 bis of the Chilean Corporations Act.

Finally, at the shareholders´ meeting held on April 13, 2016, a new board of directors was elected for a three year term.17, 2019, Mr. Vittorio Corbo, was elected as independent director in accordance with Article 50 bis of the Chilean Corporations Act.

AtAct, at the board meeting held on April 13, 2016, following the shareholders´ meeting, the independent director Mr. Vittorio Corbo, in accordance with the above-referenced law,same date, appointed Messrs. Francisco Pérez and Carlos Molina as members of our directors’ committee.directors committee Messrs. Carlos Molina and Francisco Pérez. Therefore, the current members of the directors committee is currently composed byare Messrs. Vittorio Corbo, Francisco Pérez and Carlos Molina.

 

The members of the directors committee receive a remuneration the amount of which is established annually by the shareholders, taking into consideration the duties that the directors committee members shall perform, which shall not be less than a third of the remuneration of a director. The gross remuneration of our directors committee members, as approved at the shareholders’ meeting of the Company held on April 10, 2013,17, 2019, is 34 Unidades de FomentoUF 50 (as of March 31, 2016,2019, approximately CLP 877.21,378 thousand) per attendance at a directors committee meeting plus the amount required to complete the remaining third of the remuneration of a director.

The same remuneration package was approved for 2014, 20152017 and 2016,2018, at the shareholders’ meetings of the Company held on April 9, 2014, April 15, 2015,12, 2017 and April 13, 2016, respectively.11, 2018, respectively, was UF 34 per attendance at a directors committee meeting plus the amount required to complete the remaining third of the remuneration of a director.

 

96


The shareholders shall determine the budget of the directors committee and those of its advisors, which, pursuant to Chilean Corporations Act, shall not be less than the aggregate amount of the annual remuneration of the committee members. The directors committee shall be allowed to requesttherequest the recruitment of professionals to fulfill its duties within the limits imposed by the budget. The activities of the directors committee, the annual report of the performance of its duties and its expenses, including its advisors’ expenses, shall be included in the annual report and conveyed to the shareholders. The budget of the directors’directors committee and its advisors, approved at the shareholders’ meeting of the Company held on April 13, 2016,17, 2019, shall be equal to the aggregate amount of the annual remuneration of the committee members.

89


2)Audit Committee.

 

In accordance with provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley(“Sarbanes-Oxley Act”) and the corporate governance rules of the New York Stock Exchange (the “NYSE(“NYSE Rules”) applicable to us as a foreign private issuer with securities listed on a U.S. national exchange, we have an audit committee.

 

At the board of directors meeting held on April 10, 2013, following the election of a new board at the shareholders´ meeting, the board of directors appointed the following directors to our audit committee: Vittorio Corbo and Philippe Pasquet. Mr. Pasquet and Mr. Corbo meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Mr. Jorge Luis Ramos and Mr. Francisco Pérez shall participate in the audit committee´s meetings as observers.

Due to the resignation of Mr. Philippe Pasquet of his position as director of the Company, effective as of June 30, 2015, at the board of directors´ meeting held on June 7, 2015, Mr. Jorge Luis Ramos Santos was appointed as a member of the audit committee, to replace Mr. Pasquet. Additionally, at the board of directors´ meeting held on July 7, 2015, director Carlos Molina was appointed to the audit committee on an observer status.

Finally, at the board of directors meeting held on April 13, 2016, following the election of a new board at the shareholders´ meeting held the same day, the board of directors appointed directors Messrs. Vittorio Corbo and Carlos Molina to our audit committee. Mr.Messrs. Corbo and Mr. Molina meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Mr.Messrs. José Miguel Barros and Mr. Francisco Pérez shall participate in the audit committee´scommittee’s meetings as observers.

Following the election of a new board at the shareholders´ meeting held on April 17, 2019, the board of directors, at the meeting held the same date, appointed directors Messrs. Vittorio Corbo and Carlos Molina to our audit committee, both of whom meet the independence criteria under the Exchange Act and under the NYSE Rules. As in 2016, the board of directors also resolved that directors Messrs. José Miguel Barros and Francisco Pérez shall participate in the audit committee’s meetings as observers.

 

The duties of the audit committee are:

 

  • To be responsible for the hiring, remuneration and supervision of the work of public accounting firms hired to prepare or issue audit reports or review or certify such reports. The external auditors shall report directly to the audit committee regarding such matters.
  • Resolve disputes that arise between our administration and the external auditors with regard to financial reports.
  • Grant approval prior to the contracting of non-audit services provided by the external auditors.
  • Establish a procedure for receiving and responding to complaints received with regard to accounting, accounting controls or other auditing matters whereby employees may anonymously and confidentially report their concerns related to these matters.
  • Establish an annual budget for expenses and hiring of external consultants.

 

The audit committee meets regularly and also holds meetings with our managers, our comptroller, and our internal and external auditors in order to discuss a variety of topics related to its duties.

 

As approved at the shareholders’ meetings of the Company held on April 12, 2017 and April 11, 2018, members and observers of the audit committee receive a monthly gross remuneration of UF 25.

 

As approved at the shareholders’ meeting of the Company held on April 17, 2019, members and observers of the audit committee will receive a monthly gross remuneration of UF 50. 

90

The total annual budget for operating cost and advisors of the audit committee, approved at each of the shareholders’ meetings referred to above, amounts to UF 2,000.

97


 
 

D.Employees

 

The following table shows the breakdown of our employees by operating segments as of December 31 for each of the years listed below:

 

2013

2014

2015

2016

2017

2018

 

 

 

 

 

Chile

2,083

2,514

2,594

4,567 

4,635

4,650

International Business(1)

1,442

1,857

1,938

1,990 

2,030

2,578

Wine

1,180

1,206

1,250

1,264 

1,242

1,197

Others(1)(2)

2,184

2,265

2,318

365 

363

372

Total

6,889

7,842

8,100

8,186 

8,270

8,797

 

(1) Includes our corporate office, PLASCO, TCCU, CRECCU and Comercial CCU.

(1)Includes Bolivia as of 2018.

(2)Includes corporate head office functions only.

 

All employees whowhose contracts are terminated for reasons other than misconduct are entitled by law to receive a severance payment. In the last three years, we made severance payments in the amounts of CLP 10,342 million,3,244, CLP 9,2587,958 million and CLP 6,0788,188 million, respectively.

 

In Chile, permanent employees are entitled to thea basic severance payment, as required by law, of one month’s salary for each year, or six-month portion thereof, worked. This condition is subject to a limitation of a total payment of no more than 11 months’ pay for employees hired after August 14, 1981. Severance payments to employees hired before August 14, 1981 are not subject to this limitation. Our employees who are subject to collective bargaining agreements have a contractual benefit to receive a payment in case of resignation, consisting of a payment of one monthly base salary for each full year worked, not subject to a limitation on the total amount payable but subject to a limitation on the total number of employees who can claim the severance benefit during any one year. In 2015,2018, we laid off 689617 employees.

 

Chile Operating segment, Wine Operating segment and Other

 

In the Chile and Wine Operating segments and Other, Operating segments, as of December 31 of the last three years, we had a total of 5,447, 5,9856,196, 6,240 and 6,1626,219 permanent employees, respectively. As of December 2015, 3,4952018, 4,039 were represented by 45 labor unions. The average tenure of our permanent employees was approximately eight years.

 

Unionized employees represent approximately 57%62% of our total permanent workforce. Our management believes it generally has a good relationship with the labor unions representing our employees.

 

During 2015, 1,1252018, 2,122 employees renewed their collective contracts, most of them for a period of two years.

 

We do not maintain any pension fund or retirement program for our employees. Workers in Chile are subject to a national pension fund law which establishes a system of independent pension plans, administered byAdministradoras de Fondos de Pensiones (“AFPs”). We have no liability for the performance of the pension plans or any pension payments to be made to our employees.

 

In addition to our permanent work force, as of December 31, 2015,2018, we had 325400 temporary employees, who were hired for specific time periods to satisfy short-term needs.

 

International Business Operating segment

Collective bargaining in Argentina is done on an industry-wide basis, rather than, as in Chile, on a company-by-company basis. In Argentina, as in Chile, all employees who are terminated for reasonsotherreasons other than misconduct are entitled by law to receive a severance payment. According to the Argentine Labor Law, employees who joined us before October 1998 are entitled to the basic payment as required by law of one month’s salary for each year or fractionorfraction thereof worked. This monthly amount cannot exceed three times the average monthly salary established under the applicable collective bargaining agreement and cannot be less than the equivalent of two monthly salaries of the employee.

98



 

In Argentina, unionized employees represent approximately74% 72% of our total permanent workforce, moreover in Uruguay this number represent71% 59% of our total permanent workforce.

 

In addition to our permanent work force, as of December 31, 2015,2018, we had386 237 temporary employees, who were hired for specific time periods to satisfy short-term needs.

 

E.Share Ownership

 

Except as disclosed in “Item 7: Major Shareholders and Related Party Transactions – A. Major Shareholders,”Shareholders”, as of March 31, 2016,2019, our senior management and our board members in the aggregate directly owned less than one percent of our shares.

 

We do not maintain stock option or other programs involving our employees in the capital of the Company.

 

ITEM 7: Major Shareholders and Related Party Transactions

 

A.Major Shareholders

 

Our only outstanding voting securities are our shares of our common stock. The following table sets forth information concerning the ownership of our common stock as of March 31, 2016, presenting the twelve largest shareholders and all of our directors and senior management as a group:

2019:

 

Shareholder

Number of shares owned

% Ownership

 

 

 

INVERSIONES Y RENTAS S A(1)

196,421,725

53.16%

J P MORGAN CHASE BANK SEGUN CIRCULAR

63,614,029

17.22%

BANCO ITAU POR CUENTA DE INVERSIONISTAS EXTRANJEROS

30,567,227

8.27%

BANCO DE CHILE POR CUENTA DE TERCEROS NO RESIDENTES

26,191,534

7.09%

INVERSIONES IRSA LTDA (1)

25,279,991

6.84%

BANCO SANTANDER POR CUENTA DE INV EXTRANJEROS

8,705,816

2.36%

BANCO SANTANDER-HSBC BANK PLC LONDON CLIENT ACCOUN

2,601,580

0.70%

BANCHILE C DE B S A

2,085,073

0.56%

BOLSA ELECTRONICA DE CHILE BOLSA DE VALORES

1,095,203

0.30%

BOLSA DE COMERCIO DE SANTIAGO BOLSA DE VALORES

987,409

0.27%

BTG PACTUAL CHILE S A C DE B

561,336

0.15%

VALORES SECURITY S A C DE B

526,756

0.14%

Our directors and senior management as a group (2)

14,897

0.004%

(1) Inversiones y Rentas S.A. owns 99.9999% of Inversiones IRSA Ltda.’s equity.

 

(2) Does not include the 221,701,716 shares of our common stock owned, directly and indirectly, by Inversiones y Rentas S.A., which is 50% beneficially owned by Quiñenco, holding company of the Luksic Group, as discussed below, which is controlled by the Luksic family. Andrónico Luksic, our Director, is a member of the Luksic family.

 

Number of shares owned

Ownership %

INVERSIONES Y RENTAS S.A. (“IRSA”)(1)

196,421,725

53.158%

INVERSIONES IRSA LIMITADA(1)

25,279,991

6.842%

Controlling Shareholders

221,701,716

60.000%

JPMorgan Chase Bank N.A. (ADRs)

72,217,531

19.545%

BANCO ITAU CORPBANCA POR CTA. DE INVERSIONISTAS EXTRANJEROS

18,129,195

4.906%

BANCO SANTANDER POR CUENTA DE INV. EXTRANJEROS

14,225,286

3.850%

BANCO SANTANDER-HSBC BANK PLC LONDON CLIENT ACCOUNT

641,468

0.174%

BANCO DE CHILE POR CUENTA DE TERCEROS NO RESIDENTES

27,043,386

7.319%

Custodian banks

60,039,335

16.249%

AFPs as a group (Chilean pension funds)

1,801,635

0.488%

Our directors and senior management as a group(2)

35,440

0.009%

Other

13,707,215

3.710%

TOTAL

355,795,657

96.290%

(1) Inversiones y Rentas S.A. owns 99.9999% of Inversiones IRSA Limitada’s equity.

  

(2) Does not include the 221,701,716 shares of our common stock owned, directly and indirectly, by Inversiones y Rentas S.A., which is 50% beneficially owned by Quiñenco, a holding company of the Luksic Group, as discussed below, which is controlled by the Luksic family. Andrónico Luksic, our director, is a member of the Luksic family.

Our director Francisco Pérez Mackenna has a 0.004% direct ownership interest in Compañía Cervecerías Unidas S.A. with 14,897 shares as of December 31, 2018. Our director Vittorio Corbo Lioi indirectly owns 4,343 shares of Compañía Cervecerías Unidas S.A., equivalent to 0.001%, through the ownership of Vittorio Corbo y Asociados Limitada, of which it holds 82%. Our director José Miguel Barros van Hövell tot Westerflier indirectly owns 16,200 shares of Compañía Cervecerías Unidas S.A., equivalent to 0.004%, through Inversiones Carpe Vitam Limitada.

 


To the best of our knowledge our beneficial shareholders who, directly or indirectly, own more than 5% of the outstanding shares of our common stock are IRSA with 60.00% and Commonwealth Bank of Australia with 7.85% (according to the Schedule 13G filed on February 12, 2016, stating a holding of 29,000,801 shares, as of December 31, 2015).

 

As99


CCU is controlled by IRSA, which owns, directly and indirectly, 60.0% of March 31, 2016, JPMorgan Chase Bank N.A. (“JPMorgan”), the Depositary for our ADR facility, was the record owner of 63,614,029 shares of our common stock (17.22% of the outstanding common stock) deposited in our ADR facility.

As of March 31, 2016, we had4,328shareholders of record. To the best of our knowledge 12 shareholders are not Chilean, excluding ADR holders, and of those 12 non-Chilean shareholders, to the best of our knowledge 2 are U.S. corporations with a total of 78,343 (0.02%) shares of common stock. Non-Chileans can also hold shares in custody of private banks. However, as that information is not publicly available, we have included four custodians as part of the 12 non-Chilean shareholders although we have no citizenship information relating thereto. All shareholders have equal voting rights.

IRSA is a Chilean corporation owned 50% by Quiñenco, which is a holding company of the Luksic Group, and 50% by Heineken Chile Ltda., a subsidiary of Heineken International. IRSA directly owns 196,421,725 shares of our common stock and, indirectly, through Inversiones IRSA Ltda.,Limitada, 25,279,991 additional shares of our common stock. Inversiones IRSA Ltda. is a subsidiary of IRSA.

 

The shareholders of IRSA, Quiñenco S.A. and Heineken Chile Limitada, signed a Shareholders' Agreement, which was then registered in the Depósito Central de Valores (“DCV”). The agreement restricts IRSA’s shareholders, Quiñenco and Heinenken, from independently acquiring shares of CCU, with the exception of acquiring shares through IRSA. This Shareholders’ Agreement also restricts the shareholders of IRSA from freely selling CCU’s shares, as it imposes preferential rights, among other restrictions.

As of March 31, 2019, JPMorgan Chase Bank N.A. (“JPMorgan”), the depositary for our ADR facility, was the record owner of 72,217,531 shares of our common stock 19.54% of the outstanding common stock) deposited in our ADR facility.

 

As of March 31, 2019, we had3,864shareholders of record. All shareholders have equal voting rights. It is not practicable for us to determine the number of our ADSs or our common shares beneficially owned in the United States as the depositary for our ADSs only has knowledge of the record holders, including the Depositary Trust Company and its nominees. As a result, we are not able to ascertain the domicile of the final beneficial holders represented by the one ADS record holder in the United States. Likewise, we cannot readily determine the domicile of any of our foreign shareholders who hold our common stock, either directly or indirectly.

To our knowledge, none of our common stock is currently owned by governmental entities. Our common stock is listed and traded on the principal Chilean stock exchanges.

B.Related Party Transactions

 

Regarding related party transactions, Chapter XVI of the Chilean Corporations Act is applicable to open-stockopen stock corporations and their subsidiaries, while Articles 44, 89 and 93 are only applicable to closedclosely held corporations which are not subsidiaries of an open-stockopen stock corporation.

 

Pursuant to Chapter XVI of the Chilean Corporations Act referenced above, a related-party transaction shall be any and all negotiation, agreement or operation between the open-stockopen stock corporation and any one of the following:

 

·       one or more related persons pursuant to the Chilean Securities Market Law;

 

·       a director, manager, administrator, principal executive officer or liquidator of the company, personally or acting on behalf of a person other than the company, or their respective spouses or close relatives (e.g. parents, father/mother in law, sisters, brothers, sisters/brothers in law);

 

·       company or concern in which the persons referred to in the above clause are the owners, directly or indirectly through any other individual or corporation, of 10% or more of its capital; or of which any of the persons referred to in the above clause are a director, manager, administrator, principal executive officer thereof;

 

·       those contemplated by the bylaws of the company or upon sufficient grounds determined by the directors committee, as the case may be, which can include subsidiaries in which the company owns, directly or indirectly, at least 95% of the equity or capital stock; and

 

·       those in which the office of director, manager, administrator, principal executive officer or liquidator has been held by a director, manager, administrator, principal executive officer or liquidator of the company within the prior 18 months.

 

The following persons are considered under the Chilean Securities Market Law to be related persons:

 

  • any entities within the financial conglomerate to which the company belongs;

100



 

 

·

corporate entities that have, with respect to us, the character of parent company, affiliated companies or subsidiary. Parent companies are those that control directly or indirectly more than 50% of the subsidiary’s voting stock (or participation, in the case of business organizations other than stock companies), or that may otherwise elect or appoint, or cause the election or appointment, of the majority of the directors or officers. A limited partnership (sociedades en comandita) may likewise be a subsidiary of a corporation, whenever the latter has the power to direct or guide the administration of the general partner (gestor) thereof. For these purposes, affiliated companies are those where one of them, without actually controlling the other, owns directly or indirectly 10% or more of the latter’s voting stock (or equity, in the case of business organizations other than stock companies), or that may otherwise elect or appoint, or cause the election or appointment of, at least one board member or manager;

 

  • corporate entities that have, with respect to us, the character of parent company, affiliated companies or subsidiary. Parent companies are those that control directly or indirectly more than 50% of the subsidiary’s voting stock (or participation, in the case of business organizations other than stock companies), or that may otherwise elect or appoint, or cause the election or appointment, of the majority of the directors or officers. A limited partnership (sociedades en comandita) may likewise be a subsidiary of a corporation, whenever the latter has the power to direct or guide the administration of the general partner (gestor) thereof. For these purposes, affiliated companies are those where one of them, without actually controlling the other, owns directly or indirectly 10% or more of the latter’s voting stock (or equity, in the case of business organizations other than stock companies), or that may otherwise elect or appoint, or cause the election or appointment of, at least one board member or manager;

     

  • persons who are directors, managers, administrators, principal executive officers or liquidators of us, and their spouses or their close relatives (i.e. parents, father/mother in law, sisters, brothers, sisters/brothers in law); as well as any other entity controlled by, directly or indirectly, any one of the above; and

  • any person who, whether acting alone or in agreement with others, may appoint at least one member of our management or controls 10% or more of our voting capital.

·

persons who are directors, managers, administrators, principal executive officers or liquidators of us, and their spouses or their close relatives (i.e. parents, father/mother in law, sisters, brothers, sisters/brothers in law); as well as any other entity controlled by, directly or indirectly, any one of the above; and


·

any person who, whether acting alone or in agreement with others, may appoint at least one member of our management or controls 10% or more of our voting capital.

 

The SVSCMF may presume that any individual or corporate entity is related to a company if, because of relationships of equity, administration, kinship, responsibility or subordination, the person:

 

·       whether acting alone or in agreement with others, has sufficient voting power to influence the company’s management

·       creates conflicts of interest in doing business with the company;

·       in the case of a corporate entity, is influenced in its management by the company; or

·       holds employment or a position which affords the person access to non-public information about the company and its business, which renders the person capable of influencing the value of the company’s securities.

 

However, a person shall not be considered to be related to a company by the mere fact of owning up to 5% of the company, or if the person is only an employee of the company without managerial responsibilities.

 

Additionally, pursuant to Article 147 of Chapter XVI of the Chilean Corporations Act, an open-stockopen stock corporation shall only be entitled to enter into a related-party transaction when it is in the interest of the company, the price, terms and conditions are similar to those prevailing in the market at the time of its approval and the transaction complies with the requirements and procedures stated below:

 

1.  The directors, managers, administrators, principal executive officers or liquidators that have an interest or that take part in negotiations conducive to the execution of an arrangement with a related party of the open-stockopen stock corporation, shall report it immediately to the board of directors or whomever the board designates. Those who breach this obligation will be jointly liable for damages caused to the company and its shareholders.

 

2.   Prior to the company’s consent to a related party transaction, it must be approved by the absolute majority of the members of the board of directors, with exclusion of the interested directors or liquidators, who nevertheless shall make public his/her/their opinion with respect to the transaction if it is so requested by the board of directors, which opinion shall be set forth in the minutes of the meeting. Likewise, the grounds of the decision and the reasons for excluding such directors from its adoption must also be recorded in the minutes.

 

3.  The resolutions of the board of directors approving a related party transaction shall be reported at the next following shareholders' meeting, including a reference to the directors who approved suchtransaction. A reference to the transaction is to be included in the notice of the respective shareholders' meeting.


 

4.  In the event that an absolute majority of the members of the board of directors should abstain from voting, the related-party transaction shall only be executed if it is approved by the unanimous vote of the members of the boardtheboard of directors not involved in such transaction, or if it is approved in a shareholders' extraordinary meeting by two-thirds of the voting shares of the company.


 

5.  If a shareholders' extraordinary meeting is called to approve the transaction, the board of directors shall appoint at least one independent advisor who shall report to the shareholders the terms of the transaction, its effects and the potential impact for the company. In the report, the independent advisor shall include all the matters or issues the directors committee may have expressly requested to be evaluated. The directors committee of the company or, in the absence of such committee, directors not involved in the transaction, shall be entitled to appoint an additional independent advisor, in the event they disagree with the appointment made by the board.

 

The reports of the independent advisors shall be made available to the shareholders by the board on the business day immediately following their receipt by the company, at the company’s business offices and on its internet site, for a period of at least 15 business days from the date the last report was received from the independent advisor, and such arrangement shall be communicated to the shareholders by means of a “Relevant Fact” (Communication sent to the SVSCMF and the stock markets in Chile).

 

The directors shall decide whether the transaction is in the best interest of the corporation, within five business days from the date the last report was received from the independent advisors.

 

6.  When the directors of the company must decide on a related party-transaction, they must expressly state the relationship with the transaction counterparty or the interest involved. They shall also express their opinion on whether the transaction is in the best interest of the corporation, their objection or objections that the directors committee may have expressed, as well as the conclusions of the reports of the advisors. The opinions of the directors shall be made available to the shareholders the day after they were received by the company, at the business offices of the company as well as on its internet site, and such arrangement shall be reported by the company as a “Relevant Fact.”Fact”.

 

7.   Notwithstanding the applicable sanctions, any infringement of the above provisions will not affect the validity of the transaction, but it will grant the company or the shareholders the right to sue the related party involved in the transaction for reimbursement to the company of a sum equivalent to the benefits that the operation reported to the counterpart involved in the transaction, as well as indemnity for damages incurred. In this case, the defendant bears the burden of proof that the transaction complies with the requirements and procedures referred to above.

 

Notwithstanding the above, the following related party transactions may be executed, pursuant to letters a), b) and c) of Article 147 of the Chilean Corporations Act, without complying with the requirements and procedures stated above, with prior authorization by the board:

 

1.   Transactions that do not involve a “material amount.”amount”. For this purpose, any transaction that is both greater than UF 2,000 Unidades de Fomento (as of March, 31, 2016,2019, approximately CLP 51.655 million) and in excess of 1% of the corporation’s equity, or involving an amount in excess of UF 20,000 Unidades de Fomento (as of March 31, 2016,2019, approximately CLP 516.2551 million) shall be deemed to involve a material amount. All transactions executed within a 12 month period that are similar or complementary to each other, with identical parties, including related parties, or objects, shall be deemed to be a single transaction.

2.   Transactions that pursuant to the company’s policy of usual practice as determined by its board of directors, are in the ordinary course of business of the company. Any agreement or resolutionestablishing or amending such policies shall be communicated as a “Relevant Fact” and made available to shareholders at the company’s business offices and on its internet site, and the transaction shall be reported as a “Relevant Fact,”Fact”, if applicable.


 

3.   Transactions between legal entities in which the company possesses, directly or indirectly, at least 95% of the equity of the counterpart.

 

The usual practice policy adopted by the board of directors in the meeting held on January 13, 2010, as amended on July 6, 2011, July 5, 2016, and December 5, 2018 remains available to shareholders at the Company’s offices in Avda.Avenida Vitacura 2670, 2623thrd Floor, Santiago, Chile, and on the web site www.ccu.cl. The foregoing website is provided for informational purposes only, and the information thereon is not incorporated into this annual report.

102


 

In the ordinary course of business, we engage in a variety of transactions with some of our affiliates and related parties. Financial information concerning these transactions is set forth in Note 1611 to our consolidated financial statements.

 

Our corporate support units and strategic service units provide shared services to all the organization through service level-agreements. Shared services are provided in a centralized manner to capture the synergies between the different units. Service-level agreements are annual contracts specifying the services to be provided as well as the variables used to measure the levels of service and their prices. Service levels are evaluated directly by users three times a year.

 

Additionally, our logistic subsidiaries Transportes CCU and Comercial CCU provide logistic, warehousing and sales services on a consolidated basis to all of our strategic business units. These services are regulated by annual contracts specifying the services to be provided as well as the variables used to measure the levels of service and their prices. Service levels are evaluated directly by users three times a year.

 

We engage in a variety of transactions with affiliates of the Luksic Group and Heineken, the beneficial owners of IRSA, as well as with other shareholders of ours. Currently, Quiñenco and Heineken Chile Ltda., a Chilean limited corporation controlled by Heineken Americas B.V., are the only shareholders of IRSA, each with a 50% equity interest See “Item 4: Information on the Company – C. Organizational Structure.”Structure”.

 

On November 30, 2005, we and Heineken Brouwerijen B.V. amended the license and technical assistance agreements which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina commencing June 18, 2003. These agreements have an initial term of 10 years beginning in June 2003, renewable for subsequent periods of five years. See “Item 4: Information on the Company – B. Business Overview – Our Beer Chile business– Beer Production and Marketing in Chile”– Chile Operating segment” and “Item 4: Information on the Company – B. Business Overview – Our Beer Argentina business–4. Production and Marketing in Argentina.”– International Business Operating segment”.

 

On October 12, 2011, we and Heineken Brouwerijen B.V. signed the Amended and Restated versions of the Trademark License Agreements which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Chile and Argentina, in force as of January 1, 2011. These agreements have an initial term of 10 years, and automatically renew on January 1 of each year for a new period of ten years, unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

 

On November 29,September 28, 2012, CICSA and HeinekenAmstel Brouwerijen B.V. signed the Trademark License Agreement which provides us with the exclusive rights to produce, sell and distribute HeinekenAmstel beer in Paraguay.Argentina. This agreement has an initial term of 10ten years, and will be automatically renewedrenew on Janaury 1 of each year for a fiveanew period of ten years, period unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

 

On June 4, 2013, CICSA, Milotur and Heineken Brouwerijen B.V. signed the Trademark License Agreement, which provides us with the exclusive rights to produce, sell and distribute Heineken beerin Uruguay, in force as of May 1, 2013. This agreement has an initial term of 10ten years, and automatically renews on January 1 of each year for a new period of ten years, unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.


 

On November 10, 2014, Central Cervecera de Colombia S.A.S. and Heineken Brouwerijen B.V. signed a Trademark License Agreement which provides us with the exclusive rights to import, produce, sell and distribute Heineken beer in Colombia. This agreement has an initial term of thirteen years as of March 1, 2015, and will each year thereafter (January 1) be automatically renewed for subsequent five year periods unless, starting in 2029, any party gives notice of its decision not to renew, in which case the agreement will be in force until the expiration of the latest renewal period.

 

On July 15, 2015, CICSA, BBO and Heineken Brouwerijen B.V. signed the Ancillary Trademark License Agreement, which provide us with the exclusive rights to produce, sell and distribute Heineken beer in Bolivia, in force as of January 1, 2015. This agreement has an initial term of 10ten years, and will be automatically renewed for afora five-year period unless any party gives notice of its decision not to renew, in which case the agreement will be in force until the last renewal period expires.

103


 

Additionally, a Technical Assistance Agreement was executed with Heineken Technical Services B.V. (currently Heineken Supply Chain B.V.) on May 4, 2005, whereby the latter was appointed, on a non-exclusive basis, as our technical advisor in respect of operational aspects of our breweries, including also special services regarding project engineering for extensions of the breweries’ capacity and construction of new plants, assistance in development of new products, production methods and distribution systems as well as advice on purchasing systems, among others. This agreement has an initial term of one year as from May 4, 2005, renewable for subsequent periods of one year each, unless either party gives at least three months’ prior written notice to the other of its intention to terminate this agreement. This agreement has been renewed automatically each year.

 

OnIn January 28, 2015, a Trade Mark License Agreement (TMLA)(“TMLA”) was executed between our subsidiary Cervecería CCU and Heineken Brouwerijen B.V. to produce, sell and distribute beer under the brand name SOLSol in Chile. The TMLA contemplates a 10-yearten-year term as of July 1, 2014 and shall each year (as of July 1st) automatically be renewed for a new period of 10ten years, unless any party has given notice in writing of its decision not to renew.

On March 23, 2015, CICSA and Heineken Brouwerijen B.V. signed the Trademark License Agreement which provides with the exclusive rights to produce, sell and distribute Sol beer in Argentina. This agreement has an initial term of ten years, and will be automatically renewed for a ten years period unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

On April 4, 2016, Central Cervecera de Colombia S.A.S. and Heineken Brouwerijen B.V. signed a Trademark License Agreement which provides us with the exclusive rights to import, produce, sell and distribute Tecate beer in Colombia. This agreement came into force on April 1, 2016, will continue to be in force until February 28, 2028, and each year thereafter (January 1) will be automatically renewed for subsequent five year periods unless, starting in 2029, any party gives notice of its decision not to renew, in which case the agreement will be in force until the expiration of the latest renewal period.

On September 27, 2017, Central Cervecera de Colombia S.A.S. and Heineken Brouwerijen B.V. signed the Trademark License Agreement which provides us with the exclusive rights to import, produce, sell and distribute, Sol beer in Colombia. This agreement came into force on July 1, 2017, will continue to be in force until February 28, 2028, and shall each year thereafter (January 1) be automatically renewed for subsequent five year periods unless, starting in 2029, any party gives notice of its decision not to renew, in which case the agreement will be in force until the expiration of the latest renewal period.

In January 2018, Bebidas del Paraguay S.A. and Heineken Brouwerijen B.V. signed the Trademark License Agreement which provides us with the exclusive rights to produce, sell and distribute Sol beer in Paraguay. This agreement has an initial term of five years, and will be automatically renewed for a three years period unless any party gives notice of its decision not to renew, in which case the agreements will be in force until the last renewal period expires.

On April 20, 2018, Bebidas del Paraguay S.A. and Heineken Brouwerijen B.V. signed a Trademark License Agreement and a Distribution Agreement which provides us with the exclusive rights to produce, sell and distribute Heineken beer in Paraguay. These agreements have an initial term of five years from May 1, 2018, and will be automatically renewed for subsequent three year periods unless any party gives notice of its decision not to renew. Therefore, and as agreed on June 11, 2018, the Trademark License Agreement entered on November 28, 2012, by CICSA and Heineken Brouwerijen B.V., which provided CICSA with the exclusive rights to produce, sell and distribute Heineken beer in Paraguay,was terminated with retroactive effects as of April 30, 2018 and, in its place, Heineken Brouwerijen B.V. and CICSA entered into a supply agreement which provides CICSA the non-exclusive right to sell and supply Heineken Lager in the Paraguayan market to Bebidas del Paraguay S.A., for a period of five years beginning on April 30, 2018.

On November 13, 2018, we and Heineken Brouwerijen B.V. signed an Amendment Agreement to the the Amended and Restated Trademark License Agreement with Cercevera CCU Chile Limitada dated October 12,2011, in order to include, as of January 1, 2018, the trade mark “Heineken 0.0” to the Trade Marks we have the exclusive rights to produce, sell and distribute in Chile.

104


 

Finally, in 2015, we revised and amended the 2014 amended and restated Framework Agreement entered with Banco de Chile, a Quiñenco subsidiary, which was in effect as of May 1, 2003, for the rendering of banking services to us and certain of our subsidiaries and affiliates, including, among others, payment to suppliers and shareholders, cashier service, transportation of valuables and payment of salaries.

 

Since the establishment of our directors’ committee in 2001, as required by the Chilean Corporations Act, it has reviewed all related-party contracts, before being sent to our board of directors for approval, which was standard practice prior to the creation of the directors’ committee. The above does not include related-party transactions executed according tothat fall within the usual practice policy adopted on January 13, 2010 as amended on July 6, 2011 by the board of directors in respect of transactions mentionedexemptions contemplated in letters a), b) and c) of Article 147 of the Chilean Corporations Act. OurAct, which includes those executed according to the usual practice policy adopted by the board of directors on January 13, 2010 as amended on July 6, 2011, July 5, 2016 and December 5, 2018.Our principal related-party contracts include rental of properties, the rendering of services and product sales.

 

Our principal transactions with related parties for the twelve-month period ended December 31, 2015,2018, are detailed below:


Company

Relationship

Transaction

Amount (in

(in millions of CLP)

Heineken Brouwerijen B.V.

Related to the controllingcontroller's shareholder

Products sale/ license/License and technical assistance/ billed servicesServices received/Purchase of products

9,43010,116

Amstel Brouwerijen B.V.

Related to the controller's shareholder

License and technical assistance

247

Inversiones y Rentas S.A.

ShareholderController

Dividends paid/Office rentallease

31,78835,147

Inversiones Irsa LTDA.Ltda.

ShareholderRelated to the controller

Billing servicesDividends paid

4,0904,522

Minera Antucoya

Related to the controller's shareholder

Sales of products

2

Viña Tabalí S.A.

Related to the controller's shareholder

Services provided

90

Canal 13 SpA.

Related to the controller's shareholder

Advertising

2,642

Minera Centinela

Related to the controller's shareholder

Sales of products

7

Cervecería Kunstmann Ltda.

Related to non-controlling subsidiary

Sales of products/Services received

887

Comercial Patagona Ltda.

Subsidiary of joint venture

Sales of products/Services received

6,184

Inversiones PFI Chile Ltda.

ShareholdersShareholder of subsidiary

Purchase of productsproducts/Services provided

3,16115,484

Nestlé WatersCervecera Valdivia S.A.

Shareholder of subsidiary

RoyaltyDividends paid

309990

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Shareholder of subsidiary

Purchase of grape/Dividends paid/Supply contract/Loan

6,231

Nestlé Chile S.A.

Shareholder of subsidiary

Dividends paid

2,7043,922

Cervecería Kunstmann Ltda.Quiñenco S.A.

Controller's Shareholder of subsidiary

Product sales/billed servicesSales of products

48320

CerveceríEmpresa Nacional de Energía ValdiviaEnex S.A.

Shareholder of subsidiaryRelated to the controller's shareholder

Dividends paidPurchase of products/Services received

490505

Comercial Patagona Ltda.Antofagasta Minerals S.A.

SubsidiaryRelated to the controller's shareholder

Sales of products

35

Inversiones Enex S.A.

Related to the controller's shareholder

Sales of products

1,475

Banchile Corredora de Bolsa S.A.

Related to the controller's shareholder

Investments

2,451,175

Empresas Carozzi S.A

Related joint venture

Marketing services/Sales of products sale

2,95936

Cooperativa Agrícola Control Pisquero Ltda.Inversiones Punta Brava S.A.

Shareholder of subsidiaryRelated to the controller's shareholder

Loan/supply contract/ purchase grape/Dividends paidServices received/Sales of products

7,31188

Compañía Chilena de FósforosTransbank S.A.

Shareholder of subsidiaryRelated to the controller's shareholder

Dividends paidCommission

4,055167

SAAM Extraportuario S.A

Related to the controller's shareholder

Services received

84

Radiodifusión SpA.

Related to the controller's shareholder

Services provided

470

Cervecería Austral S.A.

Joint venture

SalesPurchase of Products/ royalty paid/royalty collected/purchased of productsproducts/Royalty/Dividends received

5,66311,036

Banco de Chile

Related to the controllingcontroller's shareholder

Transport of securities/Investments/Derivatives/Sales of products/Derivatives/Investments/Interest/ RemittanceTransportation of securities

530,455688,071

Foods Compañía de Alimentos CCU S.A.

Joint venture

Services/ productConsignation sales/ consignment sales/ interests/ remittance paid and recievedPurchase of products/Services provided

92,5203,485

AlusaBebidas Bolivianas BBO S.A.

Subsidiary relatedAssociate (until July 2018)

PurchaseSales of products

2,665195

Canal 13 S.P.A.Zona Franca Central Cervecera S.A.S.

Parent company relatedJoint venture

AdvertisingCapital contribution

1,55459,506

Banchile Corredores de BolsaSocieté des Produits Nestlé S.A.

Parent company relatedRelated to the subsidiary's shareholder

Financial investmentsRoyalty

944,550543

 

See Note 1611 to our Consolidated Financial Statementsconsolidated financial statements included herein for detailed information.

 

C.Interests of Experts and Counsel

 

105


Not applicable.

 

106


ITEM 8: Financial Information

A.Consolidated Statements and Other Financial Information

 

See “Item 18: Financial Statements” and “Item 19: Exhibits” for the Company's Financial Statements and notes, audited by PricewaterhouseCoopers.PricewaterhouseCoopers Consultores, Auditores SpA.

 

Wine Exports

 

We, through our subsidiary VSPT, exported wine to more than80 countries in 2015.2018. VSPT is the second-largest wine exporter in Chile. See “Item 4: Information on the Company B.Business OverviewOperating Segments InformationCompetitionOur Wine Operating Segment.”segment”.

 

The following table presents our total wine exports by volume and sales, as of December of the last three years as percentage of consolidated volume and sales for the last three years:

 


 

2016

2017

2018

 

 

 

 

Exports (thousands of liters)(1)

77,927

75,462

71,194

   % of total consolidated sales volume

3.14%

3.04%

2.87%

 

  

 

Exports (CLP million)(1)

131,168

127,962

127,962

   % of total consolidated sales

8.41%

8.21%

7.18%

(1) Includes Argentinean operations and bulk wine.

  
    

 

 

2013

2014

2015

 

 

 

 

Exports (thousands of liters)

69,649

66,936

69,676

% of total consolidated sales volume

3.18%

2.92%

2.91%

 

Exports (CLP million)

91,579

102,279

117,450

% of total consolidated sales

7.65%

7.88%

7.84%

Legal Proceedings

 

Nothing to report.

 

Dividend Policy and Dividends

 

Our dividend policy is reviewed and established from time to time by our board of directors and reported during our annual ordinary shareholders’ meeting, which is generally held in April of each year. Each year our board of directors must submit its proposal for a final dividend for the preceding year for shareholder approval at the annual ordinary shareholders’ meeting. As required by the Chilean Corporations Act, we must distribute a cash dividend in an amount equal to at least 30% of our netNet income for that year, after deducting any accumulated losses from previous years, unless otherwise decided by unanimous vote of the issued shares of our common stock. Our board of directors has the authority to pay interim dividends during any one fiscal year, to be charged toagainst the earnings forof that year.

 

Our board of directors announced at our annual ordinary shareholders’ meeting held on April 15, 2015,11, 2018, its dividend policy for future periods, authorizing the distribution of cash dividends in an amount at least equal to 50% of our Net income of the Year Attributableyear attributable to Equity Holdersequity holders of the Parent Companyparent company under IFRS for the previous year. Our dividend policy is subject to change in the future due to changes in Chilean law, capital requirements, economic results and/or other factors. During our annual ordinary shareholders’ meeting held on April 15, 2015,11, 2018, a dividend of CLP 98.78138108.88833 per share of common stock (CLP 197.56276217.7766 per ADRADS using the new ratio as of December 20, 2012 of 1 ADRADS to 2 common shares) was approved, in addition to the interim dividend of CLP 6370 per share of common stock (CLP 126140 per ADR)ADS) distributed in January 9, 2015.5, 2018. Together, these dividend payments amounted to CLP 59,77966,100 million, representing 50.0%51.0% of the “Net income of the Year Attributableyear attributable to Equity Holdersequity holders of the Parent Company”parent company” for 2014.2017.

 

The board of directors, in its meeting held on December 1, 2015, approved the distribution, with a charge to 2015’s profits, of an interim dividend of CLP 66 per share of common stock (CLP 132 per ADR), totaling CLP 24,387,189,552, which was paid on January 8, 2016. Additionally, the board of directors, in its meeting held on March 1, 2016, resolved to propose to the next annual shareholders meeting, the distribution, with a charge to 2015’s profits, of a final dividend of CLP 97.47388 per share of common stock (CLP 194.94776 per ADR). The proposal, representing a total payment of CLP 36,016,878,605, was approved at our last annual shareholders’ meeting held on April 13, 2016 and the final dividend was paid beginning April 22, 2016 to the shareholders of record as of midnight of April 16, 2016.107


Dividends are paid to shareholders of record on midnight of the fifth business day, including Saturdays, preceding the date set for payment of the dividend. The holders of ADRsADSs on the applicable record dates are entitled to dividends declared for each corresponding period.

The board of directors, in its meeting held on December 5, 2018, approved the distribution, with a charge to 2018’s Net income attributable to equity holders of the parent company, of an interim dividend of CLP 140 per share of common stock (CLP 280 per ADS), totaling CLP 51,730,402,080, which was paid as of January 4, 2019. Additionally, the board of directors, in its meeting held on March 6, 2019, resolved to propose to the next ordinary shareholders meeting, the distribution, with charge to 2018’s Net income attributable to equity holders of the parent company, of a final dividend of CLP 358.33030 per share of common stock (CLP 716.66059 per ADS). The proposal, representing a total payment of CLP 132,404,074,974, was approved at our last annual ordinary shareholders’ meeting held on April 17, 2019 and the final dividend will be paid as of April 29, 2019 to shareholders of record at midnight on April 23, 2019. 

 

The following table sets forth the amounts of interim and final dividends and the aggregate amounts of such dividends per share of common stock and per ADRADS in respect of each of the years indicated:

 


Year ended

CLP Per share(1)

US$ Per ADR(2)

CLP Per share(1)

USD Per ADS(2)

December 31

Interim

Final(3)

Total

Interim

Final(3)

Total

Interim

Final(3)

Total

Interim

Final(3)

Total

2011

61.00

131.70

192.70

0.24

0.54

0.78

2012

63.00

116.64

179.64

0.27

0.49

0.76

2013

63.00

103.49

166.49

0.24

0.37

0.61

63

103.49

166.49

0.24

0.37

0.61

2014

63.00

98.78

161.78

0.21

0.32

0.52

63

98.78

161.78

0.21

0.32

0.52

2015

66.00

97.47

163.47

0.18

0.29

0.47

66

97.47

163.47

0.18

0.29

0.47

2016

66

110.32

176.32

0.20

0.33

0.53

2017

70

108.89

178.89

0.23

0.36

0.59

2018

140

358.33

498.33

0.41

1.07

1.48

(1) Interim and final dividend amounts are expressed in historical pesos

(1) Interim and final dividend amounts are expressed in historical pesos

 

 

(1) Interim and final dividend amounts are expressed in historical pesos

(2) U.S. dollars per ADR dividend information serves reference pupouses only we pay all dividends in Chilean pesos. On December 20, 2012, there was an ADR ratio change from 1 ADR to 2 common shares. The ammounts shown above have been adjusted to reflect this change. The Chilean peso ammounts as shown here have been converted into U.S. dollars at the respective observed exchange rate in effect at each payment date. Note: The Federal Reserve bank of New York does not report a noon buying rate for Chilean pesos.

(2) USD per ADS dividend information provided soleley for reference purposes only, as we pay all dividends in CLP. The amounts shown above have been adjusted to reflect this change. The Chilean peso amounts as shown here have been converted into USD at the respective observed exchange rate in effect at each payment dateor, in respect of the dividend payable for the year ended December 31, 2018, at the observed exchange rate in effect as of April 24, 2019. Note: The Federal Reserve Bank of New York does not report a noon buying rate for CLP.

(2) USD per ADS dividend information provided soleley for reference purposes only, as we pay all dividends in CLP. The amounts shown above have been adjusted to reflect this change. The Chilean peso amounts as shown here have been converted into USD at the respective observed exchange rate in effect at each payment dateor, in respect of the dividend payable for the year ended December 31, 2018, at the observed exchange rate in effect as of April 24, 2019. Note: The Federal Reserve Bank of New York does not report a noon buying rate for CLP.

(3) The final dividend with respect to each year is declared and paid within the first five months of the subsequent year.

(3) The final dividend with respect to each year is declared and paid within the first five months of the subsequent year.

(3) The final dividend with respect to each year is declared and paid within the first five months of the subsequent year.

 

 

Pursuant to current Chilean foreign exchange regulations, a shareholder who is not a resident of Chile does not need to be authorized as a foreign investor in order to receive dividends, sale proceeds or other amounts with respect to its shares remitted outside Chile, but the investor must inform the Central Bank about any such transactions and must remit foreign currency through the Formal Exchange Market.formal exchange market. See “Item 10. Additional Information – D. Exchange Controls” for additional information on how ADR holders may remit currency outside Chile. Dividends received in respect of shares of Common Stockcommon stock by holders, including holders of ADRs who are not Chilean residents, are subject to Chilean withholding taxes. See “Item 10: Additional Information – Taxation.”E. Taxation”.

 

B.Significant Changes

 

Nothing to report.

108



 

ITEM 9: The Offer and Listing

 

A.Offer and Listing Details16

 

For the periods indicated, the table below sets forth the reported high and low closing sales prices for the Common Stockcommon stock on the Santiago Stock ExchangeExchanges in Chile as well as the high and low sales prices of the ADSs as reported by the NYSE:

 

 

Santiago Stock Exchange

NYSE(1)

 

 

(per share of common stock)

(per ADS)

 

Santiago Stock Exchange

NYSE

 

 

 

(per share of common stock)

(per ADS)

 

High

Low

High

Low

High

Low

High

Low

 

(CLP)

(CLP)

(US$)

(CLP)

(CLP)

(CLP)

(CLP)

Years

Years

 

 

    

2014

6,900

5,600

24.22

17.89

2015

8,784

5,479

25.27

17.73

2016

8,120

6,500

24.17

18.78

2017

9,300

6,820

29.72

20.31

2018

9,587

7,848

30.35

24.30

2019 (through Mar. 31)

9,974

9,700

29.47

28.73

2011

6,704

4,653

25.45

19.18

 

 

 

 

2012

7,788

5,930

32.73

24.07

2013

8,094

5,900

34.91

22.89

2014

6,900

5,600

24.22

17.89

2015

8,784

5,479

25.27

17.73

2016 (through Mar. 31)

7,875

6,502

22.87

18.78

 

 

 

2013

 

 

 

1st quarter

7,884

7,270

34.03

31.02

2nd quarter

8,094

6,309

34.91

24.92

3rd quarter

7,850

6,408

30.21

25.97

4th quarter

6,985

5,900

27.95

22.89

2014

 

 

 

 

1st quarter

6,400

5,670

24.22

20.46

2nd quarter

6,900

5,804

23.94

21.02

3rd quarter

6,750

6,200

23.79

21.02

4th quarter

6,594

5,600

22.13

17.89

2015

 

 

 

 

1st quarter

6,500

5,479

20.90

17.73

2nd quarter

7,146

6,409

23.91

20.73

3rd quarter

7,935

6,550

23.80

20.23

4th quarter

8,784

7,300

25.27

20.58

2017

    

1st quarter

8,449

6,820

25.46

20.31

2nd quarter

9,120

8,236

27.28

25.16

3rd quarter

9,190

8,220

28.22

25.40

4th quarter

9,300

8,000

29.72

25.03

2018

    

1st quarter

9,210

7,890

30.35

27.27

2nd quarter

9,100

7,848

29.86

24.37

3rd quarter

9,587

7,850

28.52

24.65

4th quarter

9,545

8,300

28.88

24.30

 

 

 

 

 

 

 

 

 

Last six months

Last six months

 

 

 

 

 

 

 

 

October 2015

8,750

7,573

25.15

22.11

November 2015

8,784

7,851

25.27

22.29

December 2015

8,600

7,300

23.09

20.58

January 2016

7,805

6,800

21.76

18.82

February 2016

7,875

6,502

22.07

18.78

March 2016

7,700

6,838

22.87

19.49

    

October 2018

9,545

8,500

28.88

24.55

November 2018

8,902

8,300

26.37

24.30

December 2018

9,179

8,305

26.45

24.75

January 2019

9,399

8,600

28.00

24.92

February 2019

9,669

8,925

29.28

27.30

March 2019

9,974

9,210

29.47

27.90

 

(1)On December 20, 2012, there was an ADR ratio change from 1 ADR to 5 common shares, to a new ratio of 1 ADR to 2 common shares. Prices shown above take into account this change.

 

Significant trading suspensions of the Company's stock have not occurred in the last three years.

 


17 See “Item 10: The Offer and Listing – C. Markets”.

109



 

B.Plan of distribution

 

Not applicable.

C.Markets

 

Our common stock is currently traded on the Santiago Stock Exchange, the Chile Electronic Stock Exchange and, until October 8, 2018, the Valparaíso Stock Exchange under the symbol “CCU.”“CCU”. The Santiago Stock Exchange accounted for approximately 90.1%87.4%, 87.7%86.4% and 88.3%94.6% of the trading volume of our common stock in Chile in the last three years, respectively. The remaining 9.9%12.6%, 12.3%13.6% and 11.7%5.4% respectively, was traded mainly on the Chile Electronic Stock Exchange. Shares of our common stock were traded in the United States on the NASDAQ Stock Market between September 24, 1992 and March 25, 1999 and on the NYSE since March 26, 1999, in the form of ADSs, under the symbol “CCU”, with such ADSs being evidenced by ADRs, which until December 20, 2012, had each represented five shares of our common stock. Starting on December 20, 2012, the ratio was changed so that each ADS represented two shares of our common stock. The ADSs are issued under the terms of a deposit agreement dated September 1, 1992, as amended and restated on July 31, 2013, among us, JPMorgan, as depositary, and the holders from time to time of the ADSs.

 

The trading volume of our ADSs in the NYSE in the last three years is as follows:

 

Year

Quarter

Traded Volume(1)

Quarter

Traded Volume (thousands of ADS)

(thousands of ADS)

2013

1st quarter

6,037

2nd quarter

9,674

3rd quarter

12,442

4th quarter

11,706

Total

39,859

 

 

2014

1st quarter

12,052

2nd quarter

10,094

3rd quarter

9,642

4th quarter

10,771

Total

42,559

 

 

  

2015

1st quarter

8,464

1st quarter

8,464

2nd quarter

8,133

2nd quarter

8,133

3rd quarter

8,730

3rd quarter

8,730

4th quarter

9,338

4th quarter

9,338

Total

34,666

Total

34,666

  

2016

1st quarter

10,853

2nd quarter

10,121

3rd quarter

16,093

4th quarter

15,288

Total

52,355

  

2017

1st quarter

11,269

2nd quarter

13,193

3rd quarter

9,606

4th quarter

11,597

Total

45,665

2018

1st quarter

8,848

2nd quarter

10,560

3rd quarter

14,465

4th quarter

12,038

Total

45,911

 

(1)On December 20, 2012, there was an ADR ratio change from 1 ADR to 5 common shares, to a new ratio of 1 ADR to 2 common shares. Volumes shown above take into account this change.

D.Selling Shareholders

 

Not applicable.

 

E.Dilution

110


Not applicable.

F.Expenses of the Issue

 

Not applicable.


F.Expenses of the Issue

Not applicable.

ITEM 10: Additional Information

A.Share Capital

 

Not applicable.

B.Memorandum and Articles of Association

 

Provided below is a summary of certain material information found in our bylaws and provisions of Chilean law. This summary is not exhaustive. For more information relating to the items discussed in this summary, the reader is encouraged to read our updated bylaws, available in our website atwww.ccu.cl. The information on our website is not incorporated by reference into this document.

 

Registration and corporate purposes. We are a public corporation (sociedad anónima abierta) organized by means of a public deed dated January 8, 1902, executed before the notary public of Valparaíso, Mr. Pedro Flores, and our existence was approved by Supreme Decree N° 889 of the Treasury Department, dated March 19, 1902, both of which were recorded on the reverse of folio 49, N° 45 of Valparaíso’s Registry of Commerce for 1902, and published in Chile’s Official Gazette on March 24, 1902. We were recorded on March 8, 1982, at Chile’s Securities Registry of the SVSCMF under N° 0007.

 

The last amendment to our articles of association, which incorporates the resolutions of the extraordinary shareholders’ meeting held on June 18, 2013, that approved to increase the capital of the Company, by the issuance of 51,000,000 shares, were set forth in a public deed dated June 18, 2013, executed before the notary public of Santiago, Eduardo Diez Morello, an extract of which was recorded on the folio 48,216 N° 32,190 of the Santiago Registry of Commerce for 2013, published in the Official Gazette on June 25, 2013.

 

Under Article 4 of our bylaws, the corporation’s principal purpose is to produce, manufacture and market alcoholic and non-alcoholic beverages, to manufacture containers and packaging, and to provide transportation services, among other businesses.

 

Directors. Under the Chilean Corporations Act, a corporation may not enter into a contract or agreement in which a director has a direct or indirect interest without prior approval by the board of directors, and then only if it is in the interest of the company, the price, terms and conditions are similar to those prevailing in the market at the time of its approval and the transaction complies with the requirements and procedures stated in Chapter XVI of the Chilean Corporations Act regarding Related Party Transactions. See “Item 7: Major Shareholders and Related Party Transactions.”Transactions”.

 

The amount of any director’s remuneration is established each year by the annual shareholders’ meeting. Directors are forbidden, unless previously and duly authorized thereto by the board of directors, to borrow or otherwise make use of corporate money or assets for their own benefit or that of their spouses, certain relatives or related persons. These rules can only be modified by law.

 

It is not necessary to hold shares to be elected director, and there is no age limit established for the retirement of directors.

 

Rights, preferences and restrictions regarding shares. At least 30% of our net profits for each fiscal year are required to be distributed as dividends in cash to our shareholders, unless ourshareholdersour shareholders unanimously decide otherwise. Any remaining profits may be used to establish a reserve fund (that may be capitalized at any time, amending the corporate bylaws by the vote of a majority of the voting stock issued), or to pay future dividends.

111



 

 

Compulsory minimum dividends, i.e., at least thirty percent of our net profits for each fiscal year, become due thirty days after the date on which the annual shareholders' meeting has approved the distribution of profits in the fiscal year. Any additional dividends approved by our shareholders become due on the date set by our shareholders or our board of directors.

 

Accrued dividends that corporations fail to pay or make available to their shareholders within certain periods are to be adjusted from the date on which those dividends became due and that of actual payment. Overdue dividends will accrue yearly interest at established rates over the same period.

 

Dividends and other cash benefits unclaimed by shareholders after five years from the date on which they became due will become the property of the Chilean Fire Department.

 

We have only one class of shares and there are therefore no preferences or limitations on the voting rights of shareholders. Each of our shareholders is entitled to one vote per share. In annual shareholders’ meetings, resolutions are made by a simple majority of those present, provided legal quorums are met. A special or extraordinary meeting generally requires an absolute majority, in other words, 50% plus one of the shares entitled to vote; however, the Chilean Corporations Act provides that in order to carry certain motions, a two-thirds majority of the outstanding voting stock is necessary.

 

Our directors are elected every three years and their terms are not staggered. Our shareholders may accumulate their votes in favor of just one person or distribute their votes to more than one person. In addition, by unanimous agreement of our shareholders present and entitled to vote, the vote may be omitted and the election made by acclamation.

 

In the event of liquidation, the Chilean Corporations Act provides that corporations may carry out distributions to shareholders on account of a reimbursement of capital only after the payment of corporate indebtedness.

 

There are no redemption or sinking fund provisions applicable to us, nor are there any liabilities to our shareholders relating to future capital calls by us.

 

Under Chilean law, certain provisions affect any existing or prospective holder of securities as a result of the shareholder owning a substantial number of shares. The Chilean Securities Market Law, establishes that (a) any person who, directly or indirectly, owns 10% or more of the subscribed capital of an open-stockopen stock corporation (the “majority shareholders”) or that, as a consequence of an acquisition of shares, attains such percentage, and (b) all directors, liquidators, principal executive officers, administrators and managers of such corporations, regardless of the number of shares they possess, either directly or indirectly, must report any purchase or sale of shares to the SVSCMF and to each of the stock exchanges in Chile where such corporation has securities listed, the day immediately following the execution of the transaction, through the technological means authorized by the SVS.CMF. This obligation shall also apply to the acquisition or sale of contracts or securities, the price or result of which is dependent upon or is conditioned on, in whole or in a relevant part, the fluctuation or evolution of the price of such shares. In addition, majority shareholders must inform the SVSCMF and the stock exchanges with respect to whether the purchase is aimed at acquiring control of the corporation or just as a financial investment.

 

The Chilean Securities Market Law also provides that when one or more persons intend to take over a corporation subject to oversight by the SVS,CMF, they must give prior public notice. This notice must include the price to be offered per share and the conditions of the proposed transaction, including the expected manner of acquiring the shares.

 


Finally, Chapter XXV of the Chilean Securities Market Law was enacted on December 20, 2000, to ensure that controlling shareholders share with minority shareholders the benefits of a change of control, by requiring that certain share acquisitions be made pursuant to a tender offer.

 

Article 199 bis of the Chilean Securities Market Law extends the obligation to make a tender offer for the remaining outstanding shares to any person, or group of persons with a joint performance agreement, that, as a consequence of the acquisition of shares, becomes the owner of two-thirds or more of the issued shares with voting rights of a corporation. Such tender offer must be effected within 30 days from the date of such acquisition.

 

112


The Chilean Corporations Act provides shareholders with preemptive rights. The Act requires that options to purchase stock representing capital increases in corporations and debentures duly convertible into stock of the issuing corporation, or any other securities extending future rights over such stock, must be offered preferably, at least once, to existing shareholders, in proportion to the number of shares owned by them. A corporation must distribute any bonus stock in the same manner.

 

The Chilean Corporations Act also provides shareholders with the right to withdraw from a corporation in certain situations. Unless there is an ongoing bankruptcy proceeding, if a shareholders’ meeting approves any of the following matters, dissenting shareholders will be automatically entitled to withdraw from the corporation upon payment by the corporation of the market value of their shares:

 

·       our transformation into a different type of legal entity;

·       our merger with and/or into another company;

·       the disposition of 50% or more of the corporate assets, whether or not liabilities are also transferred, to be determined according to the balance sheet of the previous fiscal year, or the proposal or amendment of any business plan that contemplates the transfer of assets exceeding said percentage; the disposition of 50% or more of the corporate assets of a subsidiary, which represents at least 20% of the assets of the corporation, as well as any disposition of shares which results in the parent company losing its status as controller;

·       the granting of real or personal guarantees to secure third-party obligations exceeding 50% of the corporate assets, except when the third party is a subsidiary of the company (in which case approval of the board of directors will suffice);

·       the creation of preferences for a series of shares or the increase, extension or reduction in the already existing ones. In this case, only dissenting shareholders of the affected series shall have the right to withdraw;

·       curing certain formal defects in the corporate charter which otherwise would render it null and void or any modification of its bylaws that should grant this right; and

·       other cases provided for by statute or in our bylaws, if any.

 

In addition, shareholders may withdraw if a person becomes the owner of two-thirds or more of the outstanding shares of the corporation as a consequence of a share acquisition and such person does not make a tender offer for the remaining shares within 30 days from the date of such acquisition.

 

Minority shareholders are also granted the right to withdraw when the controlling shareholder acquires more than 95% of the shares of an open-stockopen stock corporation.

 

Our bylaws do not provide for additional circumstances under which shareholders may withdraw.

 

Action necessary to change the rights of holders of stock. The rights of stockholders are established by law and pursuant to the bylaws of a corporation. For certain modifications of shareholders’ rights, the law requires a special majority, such as the creation, increase, extension, reduction or suppression of preferred stock, which may be adopted only with the consent of at least two-thirds of the affected series. Consequently any other impairment of rights not specifically regulated needs only an absolute majority (more than 50%) of the stock entitled to vote. However, the waiver of the shareholders’ right to receive no less than 30% of the net profits accrued in any fiscal year (the “minimum dividend”) requires the unanimous vote of all stockholders. The abovenotwithstanding,above notwithstanding, no decision of the shareholders’ meeting can deprive a shareholder of any part of the stock that he/she owns.


 

Our bylaws do not contemplate additional conditions in connection with matters described in this subsection.

 

Shareholders’ meetings. Our annual shareholders' meetings are to be held during the first four months of each year. During the meetings, determinations are made relating to particular matters, which matters may or may not be specifically indicated in the summons for such meeting.

 

The quorum for a shareholders' meeting is established by the presence, in person or by proxy, of shareholders representing at least an absolute majority of our issued voting stock; if a quorum is not present at the first meeting, the meeting can be reconvened and upon the meeting being reconvened, shareholders present at the reconvened meeting are deemed to constitute a quorum regardless of the percentage of the voting stock represented. In that case, decisions will be made by the absolute majority of stock with voting rights present or otherwise represented. The following matters are specifically reserved for annual meetings:

113


 

·       review of our state of affairs and of the reports of external auditors, and the approval or rejection of the annual report, balance sheet, financial statements and records submitted by our officers or liquidators;

·       distribution of profits of the respective fiscal year, including the distribution of dividends;

·       election or revocation of regular and alternate board members, liquidators and external auditors; and

·       determination of the remuneration of the board members, directors committee remuneration and budget, designation of the newspaper where summons for meetings shall be published and, in general, any other matter to be dealt with by the annual meeting being of corporate interest and not specifically reserved to extraordinary shareholders' meetings.

 

Extraordinary shareholders' meetings may be held at any time, when required by corporate necessity. During extraordinary meetings, determinations are made relating to any matter which the law or the Company's bylaws reserve for consideration by such extraordinary meetings, which matters shall be expressly set forth in the relevant summons. When in an extraordinary shareholders' meeting determinations relating to matters specifically reserved to annual meetings must be made, the operation and decisions of such extraordinary meeting will follow the requirements applicable to annual meetings. The following matters, are specifically reserved for extraordinary meetings:

 

·       dissolution of the corporation;

·       transformation, merger or spin-off of the corporation and amendments to its bylaws;

·       issuance of bonds or debentures convertible into stock;

·       the disposition of 50% or more of the corporate assets, whether or not liabilities are also transferred, to be determined according to the balance sheet of the previous fiscal year, or the proposal or amendment of any business plan that contemplates the transfer of assets exceeding said percentage, the disposition of 50% or more of the corporate assets of a subsidiary, which represent at least 20% of the assets of the corporation, as well as any disposition of shares which results in the parent company losing its status of controlling shareholder; and

·       guarantees of third parties' obligations, except when these third parties are subsidiary companies (in which case approval of the board of directors will suffice).

 

In addition to the above, annual and extraordinary shareholders' meetings must be called by the board of directors in the following circumstances:

 

·       when requested by shareholders representing at least 10% of issued stock with voting rights regarding closedclosely held corporations; and

·       when required by the SVS,CMF, notwithstanding its right to call such meeting directly.


 

Only holders of stock recorded in the Register of Shareholders of open-stockopen stock corporations at midnight of the fifth business day, including Saturdays, before the date of the pertinent meeting may participate with the right to be heard and vote in shareholders' meetings. Directors and officers other than shareholders may participate in shareholders' meetings with the right to be heard.

 

Shareholders may be represented at meetings by other individuals, regardless of whether or not those persons are shareholders themselves. A proxy must be conferred in writing, and for the total number of shares held by the shareholder and entitled to vote in accordance with the previous paragraph.

 

Limitations on the right to own securities. The right to own any kind of property is guaranteed by the Chilean Constitution, and the Chilean Corporations Act does not contain any general limitation regarding the right to own securities. There are, however, certain limitations on the right of foreigners to own securities of Chilean corporations, but only for certain special types of companies. We are not affected by these limitations, and our bylaws do not contain limitations or restrictions in this regard.

 

Article 14 of the Chilean Corporations Act forbids open stock corporations from including in their bylaws any provisions restricting the free transferability of stock. However, shareholders may enter into a private agreement on this matter, but, in order for these agreements to be effective against the company and third parties, they must be recorded by the corporation and thus made available to any interested third parties. See “Item 6: Directors, Senior Management and Employees – A. Directors and Senior Management.”Management”.

114


 

Takeover defenses. Our bylaws do not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of us and that would operate only with respect to a merger, acquisition or corporate restructuring involving us (or any of our subsidiaries). See “Item 10: Additional Information – B. Memorandum and Articles of Association – Rights, preferences and restrictions regarding shares”.

 

Ownership threshold. Our bylaws do not contain any ownership threshold above which shareholder ownership must be disclosed. For a description of the ownership thresholds mandated by Chilean law, see “– Rights, preferences and restrictions regarding shares” above. See “Item 10: Additional Information – B. Memorandum and Articles of Association – Rights, preferences and restrictions regarding shares”.

 

Our bylaws do not impose any conditions that are more stringent than those required by law for effecting changes in our capital.

C.Material Contracts

 

Not applicable.

 

D.Exchange Controls

 

General Legislation and Regulations. The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. See “Item 3. Key Information – Selected Financial Data – Exchange Rates.”Rates”. Foreign investments can be registered with the Central Bank of Chile under Chapter XIV of the Central Bank Foreign Exchange Regulations, which regulates foreign exchange transactions, including access to the Formal Exchange Market. Pursuant to Law N° 20,780, on June 25, 2015 Law N° 20,848 was enacted, replacing Decree Law N° 600 of 1974 and establishing a new statute for direct foreign investments (henceforth, the "New Statute for Foreign Investment"). The New Statute for Foreign Direct Investments went into effect as of January 1, 2016. Foreign investors in companies that maintain a valid foreign investment agreement with the Government of Chile pursuant to the regulations of Decree Law N° 600 will fully retain the rights and obligations set forth in said agreements, provided that the agreements were executed prior to January 1, 2016. The New Statute for Foreign Investment does not grant investors eligibility for a tax invariability regime, which was granted to them by Decree Law N° 600. However, a transitory 4 four-year system has been established, under which foreign investors may request foreign investmentauthorizationsinvestment authorizations via the execution of agreements with the Government of Chile, albeit subject to a total income tax rate of 44.5%.


 

Effective April 19, 2001, the Central Bank of Chile abrogated the then existing Chapter XXVI of the Central Bank Foreign Exchange Regulations (“Chapter XXVI”), which addressed issuance of ADSs by a Chilean company, and issued an entirely new set of Foreign Exchange Regulations (the “April 19th Regulations”), virtually eliminating all the restrictions and limitations that had been in force up to that date. The April 19th Regulations were based upon the general principle that foreign exchange transactions can be made freely in Chile by any person, notwithstanding the power conferred by law to the Central Bank of Chile of imposing certain restrictions and limitations to such transactions.

 

With the issuance of the April 19th Regulations, the approval by the Central Bank of Chile required for access to the Formal Exchange Market was replaced with the requirement of reporting of the relevant transactions to the Central Bank of Chile. However, some foreign exchange transactions, notably foreign loans, capital investment or deposits, continued to be subject to the requirement of being effected through the Formal Exchange Market. The April 19th Regulations reduced the time needed to effect foreign exchange transactions by foreign investors in Chile.

 

According to the April 19th Regulations, foreign exchange transactions performed before April 19, 2001, remained subject to the regulations in effect at the time of the transactions (i.e. Chapter XXVI), unless the interested parties elected the applicability of the April 19th19th Regulations, thereby expressly waiving the applicability of the regulations in force at the time of the execution of the respective transaction.

 

115


On January 23, 2002, the Central Bank of Chile issued an entirely new set of Foreign Exchange Regulations, effective March 1, 2002, replacing the April 19th Regulations (the “New Rules”). The New Rules preserve the general principle established in the April 19th Regulations of freedom in foreign exchange transactions, simplified procedures to reduce the time needed to materialize foreign exchange transactions by foreign investors in Chile, and introduced several new provisions.

 

Pursuant to the New Rules, Chilean entities are allowed, under Chapter XIV, which governs credits, deposits, investments and capital contribution from abroad, to: (i) dispose of such foreign currency allocated abroad, executing any of the transactions contemplated in Chapter XIV, without the need of delivering it into Chile, subject to the obligation of reporting said transaction to the Central Bank of Chile; and (ii) capitalize any liability expressed in foreign currency and acquired abroad.

 

According to the New Rules, section 7 of Chapter XIV, duly in force, states that foreign exchange transactions made pursuant to Chapter XIV, executed before April 19, 2001, were to continue to be subject to the regulations in effect at the time of the transactions, unless the interested parties elect the applicability of the New Rules, expressly waiving the applicability of the provisions which would otherwise govern them.

 

In connection with our initial public offering of ADSs, we entered into a foreign investment contract (the “Foreign Investment Contract”) with the Chilean Central Bank and the Depositary, pursuant to Article 47 of the Central Bank Act and former Chapter XXVI. Absent the Foreign Investment Contract, under Chilean exchange controls in force until April 19, 2001, investors would not have been granted access to the Formal Exchange Market for the purpose of converting Chilean pesosCLP to U.S. dollarsUSD and repatriating from Chile amounts received in respect of, among other things, deposited Shares or Shares withdrawn from deposit on surrender of ADRs (including amounts received as cash dividends and proceeds from the sale in Chile of the underlying Shares and any rights with respect thereto).

 

Notwithstanding the April 19th Regulations and the New Rules, Chapter XXVI remained in effect with respect to our ADR facility. On March 3, 2014, we, the Central Bank of Chile and the Depositary executed an agreement that terminated the Foreign Investment Contract. Consequently, the special exchange regime established under Chapter XXVI is no longer applicable. The Deposit Agreement, therefore, and the Company’s ADR program became subject to the exchange regulations of general applicability of Chapter XIV or such new regulations that may be issued in the future.


 

The ADS facility is currently governed by Chapter XIV on “Regulations applicable to Credits, Deposits, Investments and Capital Contributions from Abroad”. According to Chapter XIV number 2.3, the establishment of an ADS facility is regarded as an ordinary foreign investment, subject to the above mentioned limitations, and it is not necessary to seek the Central Bank’s prior approval in order to establish an ADS facility. The establishment of an ADS facility only requires that the Central Bank be informed of the transaction, and that the transactions thereunder be conducted through the Formal Exchange Market.

 

Investment in Our Shares and ADSs

 

Investments made in shares of our common stock are subject to the following requirements:

 

AnyAccording to Chapter XIV of the Central Bank Foreign Exchange Regulations Information Procedures and Forms Manual (hereinafter the “Manual”), any foreign investor acquiring shares of our common stock who brought funds into Chile for that purpose must bring those funds through an entity participating in the Formal Exchange Market; any foreign investor acquiring shares of our common stock to be deposited and converted into ADSs who brought funds into Chile for that purpose must bring those funds through an entity participating in the Formal Exchange Market; in both cases, the entity of the Formal Exchange Market through which the funds are brought into Chile must report such investment to the Central Bank;Bank following the instructions detailed in Chapter I of the Manual; all remittances of funds from Chile to the foreign investor upon the sale of the acquired shares of our common stock or from dividends or other distributions made in connection therewith must be made through the Formal Exchange Market; all remittances of funds from Chile to the foreign investor upon the sale of shares underlying ADSs (after conversion is implemented through the depositary) or from dividends or other distributions made in connection therewith must be made through the Formal Exchange Market; and

all remittances of funds made to the foreign investor must be reported to the Central Bank by the intervening entity of the Formal Exchange Market.

 

116


When funds are brought into Chile for a purpose other than to acquire shares for subsequent deposit and eventual conversion into ADSs and subsequently such funds are used to acquire shares to be deposited and converted into ADSs, such investment must be reported to the Central Bank by the foreign investor (or its custodian in Chile) within ten days following the end of each month.month, using Appendix 3 of the Manual as detailed on its Chapter XIV number 6.

 

When funds to acquire shares of our common stock or to acquire shares for subsequent deposit and eventual conversion into ADSs are received by us abroad (i.e., outside of Chile), such investment must be reported to the Central Bank directly by the foreign investor within ten days following the end of the month in which the investment was made.made, according to number 2.2 of Chapter XIV of the Manual, using its Appendix N° 4.

 

When funds to acquire shares of our common stock or to acquire shares for subsequent deposit and eventual conversion into ADSs are received by us in Chile, such investment must be reported to the Central Bank directly by an entity participating in the Formal Exchange Market on the day the investment is made.made, according to number 1.2 of Chapter XIV of the Manual.

 

All payments in foreign currency in connection with our shares of common stock or ADSs made from Chile through the Formal Exchange Market must be reported to the Central Bank by the entity participating in the transaction.transaction, according to number 4 of Chapter XIV of the Manual. In the event there are payments made with foreign currency originating outside of Chile, the foreign investor must provide the relevant information to the Central Bank directly within the first ten calendar days of the month following the date on which the payment was made.made, according to number 5 of Chapter XIV of the Manual.

 

There can be no assurance that additional Chilean restrictions applicable to the holders of shares of our common stock or ADSs, the disposition of shares of our common stock underlying ADSs or the conversion or repatriation of the proceeds from such disposition will not be imposed in the future, nor can we assess the duration or impact of such restrictions if imposed.

 

This summary does not purport to be complete and is qualified by reference to Chapter XIV of the Central Bank Foreign Exchange Regulations, a copy of which is available in Spanish and English versions at the Central Bank’s website atwww.bcentral.cl.


 

E.Taxation

 

Chilean Tax Considerations

 

The following discussion is based on certain Chilean income tax laws presently in effect, including Rulings N°324 of January 29, 1990, and N°3,708 of October 1, 1999 of the Chilean Internal Revenue Service and other applicable regulations and rulings. The discussion summarizes the principal Chilean income tax consequences of an investment in the ADSs or shares of common stock by an individual who is not domiciled in or a resident of Chile or a legal entity that is not organized under the laws of Chile and does not have a permanent establishment located in Chile which we refer to as a foreign holder. For purposes of Chilean law, an individual holder is a resident of Chile if he or she has resided in Chile for more than six consecutive months in one calendar year or for a total of more than six months whether consecutive or not, in two consecutive tax years. An individual holder is domiciled in Chile if he or she resides in Chile with the purpose of staying in Chile (such purpose to be evidenced by circumstances such as the acceptance of employment within Chile or the relocation of his or her family to Chile). This discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation. Neither is it intended to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and does address all of the tax consequences that may be relevant to specific holders in light of their particular circumstances. Holders of shares and ADSs are advised to consult their own tax advisors concerning the Chilean or other tax consequences relating to the ownership of shares or ADSs.

 

Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another statute. In addition, the Chilean tax authorities issue rulings and regulationsandregulations of either general or specific application interpreting the provisions of Chilean tax law. Chilean taxes may not be assessed retroactively against taxpayers who act in good faith relying on such rulings and regulations, but Chilean tax authorities may changemodify said rulings and regulations prospectively. There is a general income tax treaty signed by Chile and the United States, but it is not in force (Congress approval is required).

117


 

Cash dividends and Other Distributions. Cash dividends paid by us with respect to the ADSs or shares of common stock held by a foreign holder will be subject to a 35.0% withholding tax, which is withheld and paid by us (the “Chilean Withholding Tax”). A credit against the Chilean Withholding Tax is available based on the level of corporate income tax, or first category tax, actually paid by us on the taxable income to which the dividend is imputed; however, this credit does not reduce the Chilean Withholding Tax on a one-for-one basis because it also increases the base on which the Chilean Withholding Tax is imposed. In addition, distribution of book income in excess of retained taxable income is subjectThe modifications incorporated to the Chilean Withholding Tax, but such distribution does not have a related credit. Under Chilean income tax law for purposes of determining the level of the first category tax that has been paid by us, dividends generally are assumed to have been paid out of our oldest retained taxable profits. EnactedAct N° 20,780 enacted onSeptember 29, 2014, Act No. 20,780 providesand Act. N° 20,899 enacted on February 1st, 2016,provide for the "Partially Integrated System"System” for corporate tax, implementing a gradual increase in the First Category Income tax rate, going from 20% to 21% for the 2014 business year, to 22.5% for the 2015 business year, to 24% for the 2016 business year, to 25.5% for the 2017 businesstax year and to 27% starting the 2018 businesstax year. Whether the first category

The corporate income tax is imposeda credit for shareholders resident or not,domiciled in countries that have a Convention for the Avoidance of Double Taxation in force with Chile that are the effective overall combined ratebeneficiaries of Chilean taxes imposedthe dividends. This benefit is extended to countries that have signed a Convention for the Avoidance of Double Taxation with respect to our distributed profits would be 35.0%. Nevertheless, inChile before January 1, 2019, even if the Convention has not yet entered into force until December 31, 2021 as a limit. This is the case thatfor the retained taxable profits or exempted profits asUnited States of December 31America.

For other no resident shareholders, the credit for the corporate tax paid on such income may be used with a limit of 65% of its amount. In these cases, the year preceding a dividend are not sufficient to attribute to such dividend, we will make a withholding of 35.0% of theamount that exceeds those retained taxable or exempted profits. In case such withholding is determined to be excessive before the end of the year, thereeffective rate will be rights to file for the reimbursement of the excess withholding.44.45% from 2018 thereafter.


 

The foregoing tax consequences apply to cash dividends paid by us. Dividend distributions made in property (other than shares of common stock) will be subject to the same Chilean tax rules as cash dividends.

 

Capital Gains. Gain realized on the sale, exchange or other disposition by a foreign holder of ADSs (or ADRs evidencing ADSs) will not be subject to Chilean taxation, provided that such disposition occurs outside Chile or that it is performed under the rules of Title XXIV of the Chilean Securities Market Law, as amended by Law N° 19,601, dated January 18, 1999. The deposit and withdrawal of shares of common stock in exchange for ADRs will not be subject to any Chilean taxes.taxes, according to Rulings N° 1,705 of May 15, 2006 and N° 2,144 of October 3, 2013.

Gain recognized on aFrom January 1, 2017, gains obtained from the sale or exchange of shares of common stock (as( as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a foreign holder will be subject to both the first category tax and the Chilean Withholding Tax (the former being creditable against the latter) if (1) the foreign holder has held such shares of common stock for less than one year since exchanging ADSs for the shares of Common Stock, (2) the foreign holder acquired and disposed, according to new Article 17 N° 8 of the sharesChilean Income Tax Law, effective as of common stock inJanuary 1,2017. The taxation with the ordinary coursealternative regime of its business or as a regular trader of stock or (3) the sale is made to a company in which the foreign holder holds an interest (10.0% or more of the shares in the case of open stock corporations). In all other cases, gain on the disposition of shares of common stock will be subject only to the first category tax levied as a sole tax. However, if it is impossible to determine the taxable capital gain, a 5.0% withholding will be imposed on the total amount to be remitted abroad without any deductions as a provisional payment of the total tax due.was derogated since December 31st, 2016.

The tax basis of shares of common stock received in exchange for ADSs will be the acquisition value of such shares. The valuation procedure set forth in the deposit agreement, which has been analyzed by the Chilean Internal Revenue Service pursuant to Ruling Nº 324 of 1990, values shares of common stock that are being exchanged at the highest price at which they trade on the Santiago Stock Exchange on the date of the exchange, generally will determine the acquisition value for this purpose. Consequently, the conversion of ADSs into shares of common stock and sale of such shares of common stock for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile. Ruling N° 324 of 1990 specifically analyzes the tax regime applicable to share transactions held with foreign investors through ADRs.

In the case where the sale of the shares is made on a day that is different from the date in which the exchange is recorded, capital gains subject to taxation in Chile may be generated. However, following Ruling N° 3708 of 1999 of the Chilean Internal Revenue Service, we will include in the deposit agreement a provision whereby the capital gain that may be generated if the exchange date is different from the date in which the shares received in exchange for ADSs are sold, will not be subject to taxation. Such provision states that in the event that the exchanged shares are sold by the ADS holders in a Chilean stock exchange on the same day in which the exchange is recorded in the shareholders’ registry of the issuer or within two business days prior to the date on whichonwhich the sale is recorded in the shareholders’ registry, the acquisition price of such exchanged shares shall be the price registered in the invoice issued by the stock broker that participated in the sale transaction.

118


The exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Amounts received for the assignment of preemptive rights relating to the shares will be subject to both the first category tax and the Chilean Withholding Tax (the former being creditable against the latter to the extent described above).

Given the amendments made to the Chilean Tax Legislation which is fully enforced from 2017, please bear in mind that the tax treatment just mentioned regarding the ADR could be subject to future modifications, considering that the current tax treatment of ADR is supported in Chilean Internal Revenue Service rulings mentioned above, taking into account the new regulation of the taxation in indirect transfer of assets.

The Chilean Internal Revenue Service has not enacted any rule nor issued any ruling about the applicability of the norms explained below (referred to as Laws Nº 19,738 and Nº 19,768) to the foreign holders of ADRs.


To the extent that our shares are actively traded on a Chilean stock exchange, foreign institutional investors who acquire our shares may benefit from a tax exemption included in an amendment to the Chilean Income Tax Law, Law Nº 19,738 published on June 19, 2001, as amended by Law Nº 20,448 published on August 13, 2010. The amendment established an exemption for the payment of income tax by foreign institutional investors, such as mutual funds, pension funds and others, that obtain capital gains in the sales through a Chilean stock exchange, a tender offer or any other system authorized by the SVS,CMF, of shares of publicly traded corporations that are significantly traded in stock exchanges.

A foreign institutional investor is an entity that is either:

  1. a fund that makes public offers of its shares in a country which public debt has been rated investment grade by an international risk classification agency qualified by the SVS;CMF;
  2. a fund that is registered with a regulatory entity of a country which public debt has been rated investment grade by an international risk classification agency qualified by the SVS,CMF, provided that the investments in Chile, including securities issued abroad that represent Chilean securities, held by the fund represent less than 30.0% of its share value;
  3. a fund that holds investments in Chile that represent less than 30.0% of its share value, provided that it proves that no more that 10.0% of its share value is directly or indirectly owned by Chilean residents;
  4. a pension fund that is exclusively formed by individuals that receive their pension on account of capital accumulated in the fund;
  5. a fund regulated by Law Nº 18,657, or the Foreign Capital Investment Funds Law, in which case all holders of its shares must reside abroad or be qualified as local institutional investors; or
  6. any other institutional foreign investor that complies with the characteristics defined by a regulation with the prior report of the SVSCMF and the Chilean Internal Revenue Service.

In order to be entitled to the exemption, foreign institutional investors, during the time in which they operate in Chile must:

  1. be organized abroad and not be domiciled in Chile;
  2. not participate, directly or indirectly, in the control of the issuers of the securities in which they invest and not hold, directly or indirectly, 10.0% or more of such companies’ capital or profits;
  3. execute an agreement in writing with a Chilean bank or securities broker in which the intermediary is responsible for the execution of purchase and sale orders and for the verification, at the time of the respective remittance, that such remittances relate to capital gains that are exempt from income tax in Chile or, if they are subject to income tax, that the applicable withholdings have been made; and
  4. register in a special registry with the Chilean Internal Revenue Service.

119


It is important to take into account that Article 106 of the Chilean Income Tax Law that contains the mentioned exemption was abrogated by Act N° 20,712 enacted on December 24, 2013. Transitional Article 5 of Act N° 20,712 indicate that the funds regulated by Law N° 18,657 will maintain the applicable tax regime of Article 106, allowing the distribution of profits established in Article 106, as long as they do not transform into one of the funds created by Act. N° 20,712.

In addition, Transitory Article 9 of Act N° 20,712 allows institutional foreign investors who have acquired securities as referred to in Article 107 of the Income Tax Law prior to January 1, 2017, to enjoy, in the subsequent disposal of these securities, the exemption established in Article 106, provided that during its operation in the country and the moment of acquisition and disposal of said securities comply with the requirements established in Article 106.

Pursuant to the enacted amendment to the Chilean Income Tax Law published on November 7, 2001 (Law N° 19,768) as amended by Law Nº 19,801 published on April 25, 2002, as amended by Law Nº 20,448 published on August 13, 2010, the sale and disposition of shares of Chilean public corporations which are actively traded on a Chilean stock exchange is not levied by any Chilean tax on capital gains if the sale or disposition was made:

  1. on a local stock exchange or any other stock exchange authorized by the SVSCMF or in a tender offer process according to Title XXV of the Chilean Securities Market Law, so long as the shares (a) were purchased on a public stock exchange or in a tender offer process pursuant to Title XXV of the Chilean Securities Market Law, (b) are newly issued shares issued in a capital increase of the corporation, or (c) were the result of the exchange of convertible bonds (in which case the option price is considered to be the price of the shares). In this case, gains exempted from Chilean taxes shall be calculated using the criteria set forth in the Chilean Income Tax Law; or
  2. within 90 days after the shares would have ceased to be significantly traded on stock exchange. In such case, the gains exempted from Chilean taxes on capital gains will be up to the average price per share of the last 90 days. Any gains above the average price will be subject to the first category tax.

Other Chilean Taxes. No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder but such taxes generally will apply to the transfer at death or by a gift of shares of common stock by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares of common stock.

Withholding Tax Certificates. Upon request, we will provide to foreign holders appropriate documentation evidencing the payment of the Chilean Withholding Tax. We will also inform when the withholding was excessive in order to allow the filing for the reimbursement of taxes.

 

120


United States Federal Income Tax Considerations

 

The following discussion summarizes the principal U.S. federal income tax considerations relating to the acquisition, ownership and disposition of Common Stockcommon stock or ADSs by a U.S. holder (as defined below) holding such Common Stockcommon stock or ADSs as capital assets for U.S. federal income tax purposes (generally, property held for investment). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. This summary does not describe any implications under U.S. state, local or non-U.S. tax law, or any aspect of U.S. federal tax law (such as the estate tax, gift tax, the alternative minimum tax or the Medicare tax on net investment income) other than U.S. federal income taxation.

This summary does not purport to address all the material U.S. federal income tax consequences that may be relevant to the U.S. holders of the Common Stockcommon stock or ADSs, and does not take into account the specific circumstances of any particular investors, some of which (such as tax-exempt entities, banks or other financial institutions, insurance companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, regulated investment companies, real-estate investment trusts, partnerships and other pass-through entities, U.S. expatriates, investors that own or are treated as owning 10% or more of our voting stock by either vote or value, certain taxpayers who file applicable financial statements required to recognize income for U.S. federal income tax purposes no later than when the associated revenue is reflected on such financial statements, investors that hold the Common Stockcommon stock or ADSs as part of a straddle, hedge, conversion or constructive sale transaction or other integrated transaction and persons whose functional currency is not the U.S. dollar) may be subject to special tax rules.

As used below, a “U.S. holder” is a beneficial owner of Common Stockcommon stock or ADSs that is, for U.S. federal income tax purposes:

·       an individual citizen or resident of the United States;

·       a corporation (or an entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;


·       an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

·       a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership or other entity taxable as a partnership holds Common Stockcommon stock or ADSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners of partnerships holding Common Stockcommon stock or ADSs should consult their tax advisors.

In general, for U.S. federal income tax purposes, holders of ADRs evidencing ADSs will be treated as the beneficial owners of the Common Stockcommon stock represented by those ADSs.

Taxation of Distributions

Since January 1st, 2017, we are subject to Chile’s Partially Integrated System, which may affect the U.S. federal income tax treatment of distributions on our common stock or ADSs. See “Item 10, Additional Information—E. Taxation—Chilean Tax Considerations—Cash dividends and Other Distributions” above. In general, distributions with respect to the Common Stockcommon stock or ADSs will, to the extent made from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes. If a distribution exceeds the amount of our current and accumulated earnings and profits, as so determined under U.S. federal income tax principles, the excess will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in the Common Stockcommon stock or ADSs, and thereafter as capital gain. We do not intend to maintain calculations of our earnings and profits under U.S. federal income tax principles and, unless and until such calculations are made, U.S. holders should assume all distributions aremade out of earnings and profits and constitute dividend income. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes.

121


The gross amount of any dividends (including amounts withheld in respect of Chilean taxes) paid with respect to the Common Stockcommon stock or ADSs generally will be subject to U.S. federal income taxation as ordinary income and will not be eligible for the dividends received deduction allowed to corporations.U.S.corporations. Dividends paid in Chilean currency will be included in the gross income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date the dividends are actually or constructively received by the U.S. holder, or in the case of dividends received in respect of ADSs, on the date the dividends are actually or constructively received by the depositary or its agent, whether or not converted into U.S. dollars. A U.S. holder will have a tax basis in any distributed Chilean currency equal to its U.S. dollar amount on the date of receipt by the U.S. holder or disposition, as the case may be, and any gain or loss recognized upon a subsequent disposition of such Chilean currency generally will be foreign currency gain or loss that is treated as U.S. source ordinary income or loss. If dividends paid in Chilean currency are converted into U.S. dollars on the day they are received by the U.S. holder, the depositary or its agent, as the case may be, U.S. holders generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss if any Chilean currency received by the U.S. holder or the depositary or its agent is not converted into U.S. dollars on the date of receipt.

Under current law, the U.S. dollar amount of dividends by an individual with respect to the ADSs will be subject to taxation at a maximumreduced rate of 20% if the dividends represent “qualified dividend income.”income”. Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs are readily tradable on an established securities market in the United States, (ii) the U.S. holder meets the holding period requirement for the ADSs (generally more than 60 days during the 121-day period that begins 60 days before the ex-dividend date), and (iii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a passiveforeignpassive foreign investment company (“PFIC”). The ADSs are listed on the New York Stock Exchange, and should qualify as readily tradable on an established securities market in the United States so long as they are so listed. However, no assurances can be given that the ADSs will be or remain readily tradable. Based on our audited financial statements as well as relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20152017 taxable year. In addition, based on our audited financial statements and current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 20162018 taxable year. Because these determinations are based on the nature of our income and assets from time to time, and involve the application of complex tax rules, no assurances can be provided that we will not be considered a PFIC for the current (or any past or future) tax year.


Based on existing guidance, it is not entirely clear whether dividends received with respect to the Common Stockshares of common stock (to the extent not represented by ADSs) will be treated as qualified dividend income, because the Common Stockcommon stock are not themselves listed on a U.S. exchange. In addition, the U.S. Treasury Department has announced its intention to promulgate rules pursuant to which holders of ADSs or preferred stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, we are not certain that we will be able to comply with them. U.S. Holdersholders of ADSs and Common Stockcommon stock should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

Dividends paid by us generally will constitute foreign source “passive category” income and will be subject to various other limitations for U.S. foreign tax credit purposes. Subject to generally applicable limitations under U.S. federal income tax law, Chilean income tax imposed or withheld on such dividends, ifreduced by the credit for any first category tax, as described above under “Item 10, Additional Information—E. Taxation—Chilean Tax Considerations—Cash dividends and Other Distributions”, generally will be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or at a U.S. holder’s election if it does not elect to claim a foreign tax credit for any foreign income taxes paid during the taxable year, all foreign income taxes paid may instead be deducted in computing such U.S. holder’s taxable income). In general, special rules will apply to the calculation of foreign tax credits in respect of dividend income that is subject to preferential rates of U.S. federal income tax.

122


U.S. holders should be aware that the IRS has expressed concern that parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. holders of ADSs. Accordingly, the discussion above regarding the creditability of Chilean income tax on dividends could be affected by future actions that may be taken by the IRS. The rules with respect to the U.S. foreign tax credit are complex, and U.S. holders of Common Stockcommon stock or ADSs are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Taxation of Capital Gains

Deposits and withdrawals of Common Stockcommon stock by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

In general, gain or loss, if any, realized by a U.S. holder upon a sale, exchange or other taxable disposition of Common Stockcommon stock or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized on the sale, exchange or other taxable disposition and such U.S. holder’s adjusted tax basis in the Common Stockcommon stock or ADSs. Such capital gain or loss will be long-term capital gain or loss if at the time of sale, exchange or other taxable disposition the Common Stockcommon stock or ADSs have been held for more than one year. Under current U.S. federal income tax law, net long-term capital gain of certain U.S. holders (including individuals) is eligible for taxation at preferential rates. The deductibility of capital losses is subject to certain limitations under the Code.


Gain, if any, realized by a U.S. holder on the sale, exchange or other taxable disposition of Common Stockcommon stock or ADSs generally will be treated as U.S. source gain for U.S. foreign tax credit purposes. Consequently, if a Chilean income tax is imposed on the sale or disposition of Common Stock,common stock, a U.S. holder that does not receive sufficient foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such Chilean income tax. Alternatively, a U.S. holder may take a deduction for all foreign income taxes paid during the taxable year if it does not elect to claim a foreign tax credit for any foreign taxes paid or accrued during the taxable year. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Common Stockcommon stock or ADSs.

Passive Foreign Investment Company Rules

In general, a foreign corporation is a PFIC with respect to a U.S. holder if, for any taxable year in which the U.S. holder holds stock in the foreign corporation, at least 75% of the foreign corporation’s gross income is passive income or at least 50% of the value of its assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income. For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties and gains from the disposition of investment assets (subject to various exceptions). Based upon our current and projected income, assets and activities, we do not expect the Common Stockcommon stock or ADSs to be considered shares of a PFIC for our current fiscal year or for future fiscal years. However, because the determination of whether the Common Stockcommon stock or ADSs constitute shares of a PFIC will be based upon the composition of our income, assets and the nature of our business, as well as the income, assets and business of entities in which we hold at least a 25% interest, from time to time, and because there are uncertainties in the application of the relevant rules, there can be no assurance that the Common Stockcommon stock or ADSs will not be considered shares of a PFIC for any fiscal year. If the Common Stockcommon stock or ADSs were shares of a PFIC for any fiscal year, U.S. holders (including certain indirect U.S. holders) may be subject to adverse tax consequences, including the possible imposition of an interest charge on gains or “excess distributions” allocable to prior years in the U.S. holder’s holding period during which we were determined to be a PFIC, unless such U.S. holder makes an election to be taxed currently on its pro rata portion of our income, whether or not such income is distributed in the form of dividends, or otherwise makes a “mark-to-market” election with respect to the Common Stockcommon stock or ADSs as permitted by the Code. If we are deemed to be a PFIC for a taxable year, dividends on our Common Stockcommon stock or ADSs would not be “qualified dividend income” eligible for preferential rates of U.S. federal income taxation.

A U.S. Holderholder who owns Common Stockcommon stock or ADSs during any taxable year that we are a PFIC in excess of certainde minimis amounts and fails to qualify for certain other exemptions would be required to file IRS Form 8621. In addition, under certain circumstances, the temporary regulations also require a “United States person” (as such term is defined under the Code) that owns an interest in a PFIC as an indirect shareholder through one or more United States persons to file Form 8621 for any taxable year during which such indirect shareholder is treated as receiving an excess distribution in connection with the ownership or disposition of such interest, or reportsorreports income pursuant to mark-to-market election. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules to the Common Stockcommon stock or ADSs.

123


U.S. Information Reporting and Backup Withholding

A U.S. holder of Common Stockcommon stock or ADSs may, under certain circumstances, be subject to information reporting and backup withholding with respect to certain payments to such U.S. holder, such as dividends paid by our companyCompany or the proceeds of a sale, exchange or other taxable disposition of Common Stockcommon stock or ADSs, unless such U.S. holder (i) is an exempt recipient and demonstrates this fact when so required, or (ii) in the case of backup withholding, provides a correct taxpayer identification number, certifies that it is a U.S. person and that it is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amount withheld under these rules will becreditablebe creditable against a U.S. holder’s U.S. federal income tax liability, provided the requisite information is timely furnished to the IRS.


“Specified Foreign Financial Asset” Reporting

Owners of “specified foreign financial assets” with an aggregate value in excess of US$USD 50,000 (and in some circumstances, a higher threshold), may be required to file an information report with respect to such assets with their U.S. federal income tax returns. “Specified foreign financial assets” generally include any financial accounts maintained by foreign financial institutions as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities.

Prospective purchasers should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations as well as any additional tax consequences resulting from purchasing, holding or disposing of Common Stockcommon stock or ADSs, including the applicability and effect of the tax laws of any state, local or foreign jurisdiction, including estate, gift, and inheritance laws.

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file annual reports and submit other information to the United States Securities and Exchange Commission (the “SEC”). These materials, including this Form 20-F and the exhibits thereto, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov/ that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Form 20-F reports and the other information submitted by us to the SEC may be accessed through this website. Additionally, the documents concerning us, which are referred to in this annual report, may be inspected at our principal offices at Vitacura 2670, Twenty Third23rd Floor, Santiago, Chile.

I.Subsidiary Information

Not applicable.

 

I.Subsidiary Information

Not applicable.

124


ITEM 11: Quantitative and Qualitative Disclosures about Market Risk

The following discussion about our risk management activities includes “forward-looking statements” that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements.

 


We face primary market risk exposures in three categories: interest rate fluctuations, exchange rate fluctuations and commodity price fluctuations. We periodically review our exposure to the three principal sources of risk described above and determine at our senior-management level how to minimize the impact on our operations of commodity price, foreign exchange and interest rate changes. As part of this review process, we periodically evaluate opportunities to enter into hedging mechanisms to mitigate such risks.

 

The market risk sensitive instruments referred to below are entered into only for purposes of hedging our risks and are not used for trading purposes.

 

A.Qualitative Information About Market Risk

 

Interest Rate Risk

 

As of December 31, 2015,2018, we had a total of CLP 15,940 and CLP 4,2668,576 million in debt indexed to London InterBank Offered Rate (“LIBOR”) and Buenos Aires Deposits of Large Amount Rate (“BADLAR”), respectivelyvariable interest rates (CLP 13,6916,561 million indexed to LIBOR as of December 31, 2014)2017). Consequently, as of December 31, 2015,2018, our financing structure consisted (without taking into account the cross currency interest rate swaps and cross interest rate swaps effects) of 12% (7%3% (3% as of December 31, 2014)2017) of debt with variable interest rates, and 88% (93%97% (97% as of December 31, 2014)2017) of debt with fixed interest rates.

 

To manage the interest rate risk, we have an interest rate administration policy that intends to reduce the volatility of our financial expenses, and to maintain an ideal percentage of our debt in fixed interest rate instruments. The financial position is mainly set by the use of short-term and long-term debt, as well as derivative instruments such as cross currency interest rate swaps and cross interest rate swaps.

 

As of December 31, 2015,2018, after considering the effect of cross currency interest rate swaps and cross interest rate swaps, 97% (100% in 2014)99.8% (99% as of December 31, 2017) of our debt had fixed interest rates.

 

The terms and conditions of the Company’s obligations as of December 31, 2015,2018, including exchange rates, interest rates, maturities and effective interest rates are detailed in Note 2721 to our audited consolidated financial statements included elsewhere in this Form 20-F.annual report.

 

Commodity and Raw Material Price Sensitivity

 

The principal commodity price sensitivityrisk faced by us relate to fluctuations in: 1) prices and supply of barley, malt and cans, which we use for the production of beer, 2) prices of concentrates, sugar and plastic resin, which we use for the production and packaging of soft drinks, and 3) prices of bulk wine and grapes, which we use for the manufacturing of wine and spirits.

 

Barley, malt and cans. In Chile, we obtain our supply of barley (until 2016) and malt from local producers and in the international market. Long-term supply agreements are entered into with local producers, where the barley price is set annually according to the market price, which is used to determine the malt price as per the agreements’ algorithms. The purchases and commitments expose the Company to risk regarding the fluctuation of commodity prices.

 

During 2015,2018, we purchased 53,89073,498 tons of malt (37,315(68,000 tons in 2014)2017) and 46,620 tons ofdid not purchase barley (52,720 tons in 2014). In2018 and 2017. CCU Argentina we acquireacquires malt onlymainly from local sources.producers. Such raw materials represent approximately 9% (12%5% (6% in 20142017 and 2013)7% in 2016) of the direct cost for the Chile Operating segment.

 

Of the cost of Chile Operating segment, the cost of cans represents approximately 12% of the direct cost (12% in 20142017 and 16%15% in 2013). Meanwhile2016), whereas in the International Business Operating segment, the cost of cans cost represent approximately 30%38% of the direct cost of raw materials in 2015 (20%2018 (33% in 20142017 and 22%34% in 2013)2016). See “Item 4:Information on the Company – B. Business Overview – 5. Raw Materials andother Supplies”. We do not hedge these transactions. Rather, we negotiate yearly contracts with malt suppliers.

125



 

Concentrates, sugar and plastic resin. The principalmain raw material used in the production of non-alcoholic beverages are concentrates, which are mainly acquired from licensees, sugar and plastic resin for the manufacturing of plastic bottles and containers. The Company is exposed to price fluctuation risks with regardsregard to these raw materials, which jointly represent 29%27% (29% in 20142017 and 27%30% in 2013)2016) of the direct cost for the Chile Operating segment. See “Item 4: Information on the Company – B. Business Overview – 5. Raw Materials and other Supplies”. We do not hedge these transactions.

 

Grapes and wine. The principal raw materials used by our wine subsidiary VSPT in the production of wine are its own harvested grape as well as purchased grapes and wine. VSPT obtains approximately 49%41% of the grapes used for export wines from its own vineyards, thereby reducing grape price volatility and ensuring quality consistency. Approximately 12%10% of the grape supply for the production of the wine sold in the domestic market is purchased from third parties.own vineyards. During 2015,2018, VSPT purchased 55%11% of the necessary grapes and wine on the basis of yearly contracts at fixed prices from third parties. Spot transactions for wine are executed from time to time depending on additional wine needs. “Item 4: Information on the Company – B. Business Overview – Raw Materials and other Supplies.”Supplies”.

 

Exchange Rate Sensitivity

 

We are exposed to exchange rate risks resultingoriginating from: a) our net exposure of foreign currency assets and liabilities, b) exports sales, c) the purchase of raw material,materials and products and capital investments effected in foreign currencies, or indexed to such currencies, and d) the net investment of subsidiaries in Argentina, Uruguay and Paraguay, of associated in Bolivia and of joint venture in Colombia. Our greatest exchange rate risk exposure is the variation of the Chilean peso as compared to the U.S. dollar, euro, argentineUSD, Euro, Argentine peso, uruguayanUruguayan peso, paraguayan guaraníParaguayan Guaraní, boliviansBolivian peso and colombianColombian peso.

 

As of December 31, 2015,2018, we maintained in Chile foreign currency liabilities amounting to CLP 49,78688,219 million (CLP 46,78069,160 million as of December 31, 2014)2017), mostly denominated in U.S. dollars. Obligations with financial institutions and bonds in foreignUSD. Foreign currency obligations (CLP 16,62625,404 million as of December 31, 20152018 and CLP 19,83910,945 million as of December 31, 2014)2017) represent 10% (11%9% (6% as of December 31, 2014)2017) of the total of suchother financial liabilities. The remaining 90% (89%91% (94% as of December 31, 2014)2017) is mainly denominated mainly in inflation-indexed Chilean pesos.CLP. In addition, the Company maintains current foreign currency assets for CLP 72,888234,307 million (CLP 57,087140,346 million as of December 31, 2014)2017) that mainly correspond to exports in accounts receivable.

 

Regarding the foreign subsidiaries operations, the net exposure liabilityassets in U.S. dollarsUSD and other currencies amounted to CLP 1,3687,872 million as of December 31, 20152018 (CLP 1,9327,894 million as of December 31, 2014)2017).

 

To protect the value of the foreign currency assets and liabilities net position of our Chilean operations, we enter into derivative agreements (currency forwards) to hedge against any variation in the Chilean peso as compared to other currencies.

 

As of December 31, 2015,2018, net exposure in foreign currencies of our Chilean operations, after the use of derivative instruments, amounted to a liability of CLP 7571,364 million (CLP 2,588(asset of CLP 1,027 million as of December 31, 2014)2017).

 

In 2015,2018, of our total sales, 7% (7% in 2017 and 8% (8% in 2014 and 2013)2016) corresponded to export sales made in foreign currencies, mainly U.S. dollars,USD, euros and pounds sterling, and of the totaldirect costs, 54% (55%61% (62% in 20142017 and 57%63% in 2013)2016) correspond to raw material and product purchases in foreign currencies, or indexed to such currencies. We do not actively hedge the variations in the expected cash flows from such transactions.


 

On the other hand, we are exposed to exchange rate movements related to the conversion from argentineArgentine pesos, uruguayanUruguayan pesos, paraguayan guaranis, boliviansParaguayan Guaraní, Bolivian peso and colombianColombian pesos to chilean pesosCLP in the income, assets and liabilities of our subsidiaries in Argentina, Bolivia, Uruguay and Paraguay, associated in BoliviaPeru and joint venture in Colombia. We do not actively hedge the risks related to this conversion at our subsidiaries, the effects of which are recorded in Equity.

 

126


As of December 31, 2015,2018, the net investment in foreign subsidiaries, associated and joint ventures amounted to CLP 133,555247,680 million, CLP 14,277958 million and CLP 18,719121,448 million, respectively (CLP 127,753133,135 million, CLP 12,7587,406 million and CLP 1,44571,070 million as of December 31, 2014)2017).

 

B.Quantitative Information About Market Risk

 

Interest Rate Sensitivity

 

Most of our debt is at a fixed interest rate, so it is not mainly exposed to fluctuations in interest rates. As of December 31, 2015,2018, our interest-bearing debt amounted to CLP 168,118270,636 million (see note 27Note 21 to theour consolidated financial statements)statements included herein), 88%97% of which was fixed debt and 12%3% of which was variable-rate debt.debt (without taking into account the cross currency interest rate swaps and cross interest rate swaps effects).

 

The following table summarizes debt obligations with interest rates by maturity date, the related weighted-average interest rates and fair values:

 

 

Interest - Bearing Debts as of December 31, 2015

 

(millions of Ch$, except percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual Maturity Date

 

 

 

 

 

 

 

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

Fair Value

Interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ch$ (UF)(1)

Bonds and Banks

 

7,491

 

8,746

 

8,710

 

18,274

 

8,334

 

93,614

 

145,169

119,742

 

Average interest rate

 

4.5%

 

4.5%

 

4.5%

 

4.6%

 

4.8%

 

4.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ch$

 

 

 

6,437

 

18,135

 

1,023

 

1.023

 

1,023

 

-

 

27,640

26,608

 

Average interest rate

 

6.1%

 

6.5%

 

5.2%

 

5.2%

 

5.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

 

 

 

690

 

-

 

-

 

-

 

-

 

-

 

690

689

 

Average interest rate

 

3.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentine pesos

 

 

 

12,933

 

6,855

 

1,722

 

530

 

-

 

-

 

22,040

17,274

 

Average interest rate

 

24.8%

 

23.8%

 

21.3%

 

15,0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uruguayan pesos

 

 

345

 

851

 

851

 

-

 

-

 

-

 

2,047

2,047

 

Average interest rate

 

6.0%

 

6.0%

 

6.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

 

 

 

10,564

 

126

 

5,663

 

-

 

-

 

-

 

16,354

15,946

 

Average interest rate

Libor +

1.6%

 

1.1%

 

1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentine pesos

 

 

 

1,905

 

1,661

 

1,098

 

805

 

-

 

-

 

5,469

4,266

 

Average interest rate

Badlar +

25.2%

 

25.19%

 

25.2%

 

25.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivate Contract

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross Interest Rate Swap:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receive US$ at Libor + 1.46

 

7,254

 

-

 

-

 

-

 

-

 

-

 

7,254

7,227

Pay US$ at 3.6%

 

 

7,362

 

-

 

-

 

-

 

-

 

-

 

7,362

7,335

Forwards

 

 

 

171

 

-

 

-

 

-

 

-

 

-

 

171

171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) UF as of Dec 31, 2015

                

Interest - Bearing Debts as of December  31, 2018

(millions of CLP, except percentages)

 

         

 

Contractual Flows Maturities

 

  

2019

2020

2021

2022

2023

Thereafter

Total

Fair Value

Interest bearing liabilities

        

 

Fixed rate

         

 

CLP (UF)(1)

Bonds and Banks

18,944

10,509

10,298

10,087

9,876

190,770

250,483

222,277

 

Average interest rate

3.2%

3.9%

3.9%

3.9%

3.9%

3.3%

  

 

          

CLP

  

8,108

4,435

4,435

57,687

6

44

74,716

67,558

 

Average interest rate

4.6%

4.9%

4.9%

4.6%

4.6%

4,9%

  

 

          

USD

  

16,468

-

-

-

-

-

16,468

17,350

 

Average interest rate

3.1%

       

 

          

Argentine pesos

 

4,771

2

-

-

-

-

4,773

3,667

 

Average interest rate

54,7%

17,0%

      

 

          

Bolivian pesos

 

782

1,161

1,161

1,074

1,074

3,338

8,589

7,713

 

Average interest rate

5.0%

5.0%

5.0%

5.0%

5.0%

5.0%

  

 

          

Uruguayan pesos

  

488

896

-

-

-

-

1,384

1,384

 

Average interest rate

4.8%

4.8%

      

 

          

Variable rate

          

USD

  

294

288

8,199

-

-

-

8,781

8,313

 

Average interest rate

        

 

 

Libor +

3.4%

       

Argentine pesos

 

506

-

-

-

-

-

506

506

 

Average interest rate

 

       

 

 

Badlar +

32.5%

       

Non interest bearing liabilities

        

Derivate Contract

         

Cross Interest Rate Swap:

         

Receive

  

-

-

-

-

-

-

-

-

Pay

  

-

-

-

-

-

-

-

-

Forwards

  

4,997

-

-

-

-

-

4,997

4,997

(1) UF as of Dec 31, 2018

  
           

 

 

127


Commodity Price Sensitivity

The major commodity price sensitivity faced by us relate to fluctuations in malt prices.


 

The following table summarizes information about our malt, (includes barley), sugar and bulk wine inventories and futures contracts that are sensitive to changes in commodity prices, mainly malt prices. For inventories, the table presents the carrying amount and fair value of the inventories and contracts as of December 31, 2015.2018. For these contracts the table presents the notional amount in tons, the weighted average contract price, and the total dollar contract amount by expected maturity date.

 

 

Commodity Price Sensitivity as of December 31, 2015

 

 

Commodity Price Sensitivity as of December 31, 2018

 

 

        

 

   

Carrying Amount

 

Fair Value

   

Carrying Amount

 

Fair Value

On Balance Sheet Position

On Balance Sheet Position

 

On Balance Sheet Position

    

 

Malt inventory (millions of CLP)

 

16,421

 

16,421

Malt inventory (millions of CLP)

 

    7,981

  

       7,981

Bulk wine inventory - raw material (millions of CLP)

30,337

 

30,337

Bulk wine inventory - raw material (millions of CLP)

  42,394

  

     42,394

         

 

   

Expected Maturity

 

Fair Value

    

Expected Maturity

 

Fair Value

   

2016

2017

2018

2019

2020

Thereafter

   

2019

2020

2021

2022

2023

Thereafter

Purchase Contracts

Purchase Contracts

 

Purchase Contracts

  

 

Malt:

Malt:

  

Malt:

   

 

Fixed Purchase Volume (tons)

 

129,556

131,782

135,033

136,683

22,817

-

 

Fixed Purchase Volume (tons)

 

 118,900

119,000

105,000

106,500

110,500

 139,000

 

Weighted Average Price (US$ per ton)(*)

 

575

575

-

 

Weighted Average Price (USD per ton)(*)

 

       560

        560

       560

        560

       561

        560

 

Contract Amount (thousands of US$)

 

74,495

75,775

77,644

78,593

13,120

-

308,143

Contract Amount (thousands of USD)

 

  66,584

   66,640

  58,800

   59,640

  61,991

   77,840

 357,529

Sugar:

Sugar:

   

Sugar:

   

 

Fixed Purchase Volume (tons)

 

75,000

-

 

Fixed Purchase Volume (tons)

 

   61,297

          -  

 

Weighted Average Price (US$ per ton)(*)

 

550

-

 

Weighted Average Price (USD per ton)(*)

 

       427

          -  

 

Contract Amount (thousands of US$)

 

41,250

-

40,900

Contract Amount (thousands of USD)

 

  26,174

          -  

   25,467

Grapes:

Grapes:

   

Grapes:

   

 

Fixed Purchase Volume (tons)

 

30,044

16,781

13,806

2,772

1,477

252

 

Fixed Purchase Volume (tons)

 

   45,724

   27,482

  18,690

   11,870

    9,215

        400

 

Weighted Average Price (CLP per kg.)(*)

 

218

226

216

398

529

990

 

Weighted Average Price (CLP per kg.)(*)

 

       211

        195

       174

        182

       174

        593

 

Contract Amount (millions of CLP)

 

6,543

3,790

2,982

1,103

781

250

15,732

Contract Amount (millions of CLP)

 

    9,636

     5,350

    3,245

     2,158

    1,604

        237

   20,656

Wine:

Wine:

   

Wine:

   

 

Fixed Purchase Volume (tons)

 

16,750

-

 

Fixed Purchase Volume (Mlts)

 

   17,200

   14,500

          -  

 

Weighted Average Price (CLP per liter)(*)

 

219

-

 

Weighted Average Price (CLP per liter)(*)

 

       189

        194

          -  

 

Contract Amount (millions of CLP)

 

3,666

-

3,666

Contract Amount (millions of CLP)

 

    3,253

     2,806

          -  

     5,779

       

 

       

 

(*) Weighted average price estimation is calculated based on expected market prices. Prices to be paid by us are adjusted based on current market conditions.

(*) Weighted average price estimation is calculated based on expected market prices. Prices to be paid by us are adjusted based on current market conditions.

(*) Weighted average price estimation is calculated based on expected market prices. Prices to be paid by us are adjusted based on current market conditions.

    

 

As of December 31, 20152018 we had malt and barley purchase contracts for US$54.8USD 35.0 million in Chile, compared with US$46.6USD 35.5 million as of December 31, 2014.2017.

128


Exchange Rate Sensitivity

The major exchange rate risk faced by us is the variation of the Chilean peso against the U.S. dollar.USD.

 

A portion of our subsidiaries adjusted operating results, assets and liabilities are in currencies that differ from our functional currencies. However, since some of their operating revenues, costs and expenses are in the same currency, this can create a partial natural hedge. For the portion that is not naturally hedged of operations in Chile we enter into derivative agreements (currency forwards) to mitigate any variation in the Chilean peso as compared to other currencies.

 

The following table summarizes our debt obligations, cash and cash equivalents, accounts receivable, accounts payable and derivative contracts in foreign currencies as of December 31, 20152018 in millions of Chilean pesos,CLP, according to their maturity date, weighted-average interest rates and fair values:

 

Exchange Rate Sensitivity as of December  31, 2018

 

(millions of CLP, except percentages and exchange rate)

 

 

                

 

 

          

 

 

   

2019

 

2020

 

2021

 

2022

 

2023

 

Thereafter

 

Total

Fair Value

Debt Obligations

               

 

Variable rate (USD)

               

 

Short and medium term

  

294

 

288

 

8,199

 

   -  

 

   -  

 

   -  

 

8,781

   8,313

 

Average int.rate   Libor +

3.4%

            

 

Fixed rate (USD)

               

 

Short term

   

  16,468

 

   -  

 

   -  

 

   -  

 

   -  

 

   -  

 

16,468

17,350

 

Interest rate

3.1%

            

 

 

                

 

Cash and Cash

               

 

Equivalents(1)

               

 

USD

   

19,027

           

19,027

19,027

Others

   

1,631

           

1,631

1,631

TOTAL

   

20,658

           

20,658

20.658

 

                

 

Accounts Receivable(1)

             

 

USD

   

34,114

           

34,114

34,114

EUR

   

10,153

           

10,153

10,153

Others

   

2,345

           

2,345

2,345

TOTAL

   

46,611

           

46,611

46,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Figures as of December 31, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Notional

2019

 

2020

 

2021

 

2022

 

2023

 

Thereafter

 

Total

Fair Value

 

  

amount

             

 

Derivate Contracts (in

             

 

millions of CLP)

               

 

Receive USD

 

  11,559

 

   288

 

8,199

 

   -  

 

   -  

 

   -  

 

20,046

19,522

Pay USD

   

   3,833

 

   -  

 

   -  

 

   -  

 

   -  

 

   -  

 

3,833

3,833

Receive EUR

 

   226

 

   -  

 

   -  

 

   -  

 

   -  

 

   -  

 

226

226

Pay EUR

   

1,230

 

   77

 

   7,986

 

   -  

 

   -  

 

   -  

 

9,292

9,355

Receive Others

  

   32

 

   -  

 

   -  

 

   -  

 

   -  

 

   -  

 

32

32

Pay Others

 

 

 

   11

 

   -  

 

   -  

 

   -  

 

   -  

 

   -  

 

11

11

129



 

Exchange Rate Sensitivity as of December 31, 2015

 

(millions of Ch$, except percentages and exchange rate)

 

 

 

 

 

Contractual Maturity Date

 

 

 

 

 

 

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

Fair Value

Debt Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate (US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short and medium term

 

 

10,564

 

126

 

5,663

 

-

 

-

 

-

 

16,354

15,946

 

Average int.rate Libor +

1.64%

 

1.1%

 

1.1%

 

 

 

 

 

 

 

 

 

Fixed rate (US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short term

 

 

 

690

 

-

 

-

 

-

 

-

 

-

 

690

689

 

Interest rate

3.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equivalents(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

 

 

 

5,386

 

 

 

 

 

 

 

 

 

 

 

5,386

5,386

Others

 

 

 

1,315

 

 

 

 

 

 

 

 

 

 

 

1,315

1,315

TOTAL

 

 

 

6,701

 

 

 

 

 

 

 

 

 

 

 

6,701

6,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

 

 

 

25,499

 

 

 

 

 

 

 

 

 

 

 

25,499

25,499

EUR

 

 

 

7,463

 

 

 

 

 

 

 

 

 

 

 

7,463

7,463

Others

 

 

��

1,777

 

 

 

 

 

 

 

 

 

 

 

1,777

1,777

TOTAL

 

 

 

34,739

 

 

 

 

 

 

 

 

 

 

 

34,739

34,739

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

 

 

 

18,669

 

 

 

 

 

 

 

 

 

 

 

18,669

18,669

EUR

 

 

 

6,403

 

 

 

 

 

 

 

 

 

 

 

6,403

6,403

Others

 

 

 

424

 

 

 

 

 

 

 

 

 

 

 

424

424

TOTAL

 

 

 

25,496

 

 

 

 

 

 

 

 

 

 

 

25,496

25,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Figures as of December 31, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

 

 

 

 

Contractual Maturity Date

 

 

 

 

 

 

 

 

 

 

Notional

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

Fair Value

 

 

 

amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivate Contracts (in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

millions of Ch$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receive US$

 

 

 

19,840

 

126

 

5,663

 

-

 

-

 

-

 

25,630

25,410

Pay US$

 

 

 

7,479

 

-

 

-

 

-

 

-

 

-

 

7,479

7,452

Receive EUR

 

 

 

58

 

-

 

-

 

-

 

-

 

-

 

58

58

Pay EUR

 

 

 

2,612

 

60

 

5,452

 

-

 

-

 

-

 

8,124

8,142

Receive Others

 

 

 

32

 

-

 

-

 

-

 

-

 

-

 

32

32

Pay Others

 

 

 

2

 

-

 

-

 

-

 

-

 

-

 

2

2

ITEM 12: Description of Securities Other than Equity Securities

 

12.D.3. Depositary Fees and Charges

 

JPMorgan is the depositary of CCU shares in accordance with the amended and restated Deposit Agreement, dated July 31, 2013, entered into by and among CCU, JPMorgan, as depositary, and all owners from time to time of ADSs issued by CCU (“Deposit Agreement”).

 

Pursuant to the Deposit Agreement, holders of our ADSs may have to pay to JPMorgan, either directly or indirectly, fees or charges up to the amounts set forth in the table below.

 


 

Service

Fee

Issuance of ADSs

US$USD 5 per each 100 ADSs issued

Cancellation of ADSs

US$USD 5 per each 100 ADSs canceled

Cash distributions

US$USD 0.05 or less per ADS

 

During each year, the depositary will collect fees of US$USD 0.05 or less per ADS per calendar year for administering the ADSs.

 

ADS holders will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as: stock transfer or other taxes and other governmental charges; cable, telex and facsimile transmission and delivery charges incurred upon the transfer of securities; transfer or registration fees for the registration of transfers charged by the registrar and transfer agent; and expenses incurred for converting foreign currency into U.S. dollars.USD.

 

12.D.4. Depositary Payments

 

In 2015, the following2018 CCU S.A. received from JPMorgan USD 822,635.00 as depositary payments and reimbursements were made by JPMorgan, pursuant to the corresponding tax retention, in connection with our ADR program:program.

Expenses

amount in thousands US$ (*)

Documents Edgard and filing

4.8

FASB fee

0.7

PCAOB fee

5.5

Teleconferencing

5.5

Legal advise related to 20-F preparation & filing

86.0

Software and licenses subscription Fee

15.3

Representative Fees

2.1

Total

120.0

(*) includes 30% tax retention

  


PART II

ITEM 13: Defaults, Dividend Arrearages and Delinquencies

 

Not applicable.

 

ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds

 

Not applicable.

 

130


ITEM 15: Controls and Procedures

 

(a) Controls and Procedures. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2015.2018. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2015.2018.

 

Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods required and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management, including our CEO and CFO, are responsible for establishing and maintaining adequate internal controls over financial reporting and has assessed the effectiveness of our internal control over financial reporting as of December 31, 20152018 based on the criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on such criteria, our management has concluded that, as of December 31, 20152018 our internal control over financial reporting is effective.

 

Our 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 IFRS. Our 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 our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.


 

The effectiveness of our internal control over financial reporting as of December 31, 20152018 has been audited by PricewaterhouseCoopers Consultores, Auditores SpA, an independent registered public accounting firm, as stated in their report which appears herein.

 

(c) Attestation Report of the Registered Public Accounting Firm. See page F-2 of Firm.See our audited consolidated financial statements.statementsincluded herein.

 

(d) Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting during 20152018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

(e) Whistle-blowing procedure. We have a whistle-blowing procedure which allows any employee of CCU, of its associates or any person, to communicate to a designated person questionable practices or activities that constitute a breach of accounting procedures, internal controls, audit matters and the Code of Business Conduct.

131


ITEM 16A: Audit Committee Financial Expert

 

In the board of directors meeting held on April 10, 2013, after the election of a new board of directors at the Shareholders’ meeting, the board of directors appointed the following members to our audit committee: Messrs. Vittorio Corbo and Philippe Pasquet. Mr. Pasquet and Mr. Corbo meet the independence criteria contained in the Exchange Act and the NYSE Rules.

Due to the resignation of Mr. Philippe Pasquet of his position as director of the Company, effective as of June 30, 2015, at the board of directors´ meeting held on June 7, 2015, Mr. Jorge Luis Ramos Santos was appointed as a member of the audit committee, to replace Mr. Pasquet. Additionally, at the board of directors´ meeting held on July 7, 2015, director Mr. Carlos Molina was appointed to the audit committee on an observer status.

Finally, atAt the board of directors´ meeting held on April 13, 2016, following the election of a new board at the shareholders´ meeting held the same day, the board of directors appointed directors Messrs. Vittorio Corbo and Carlos Molina to our audit committee. Mr. Corbo and Mr. Molina meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Messrs. José Miguel Barros and Francisco Pérez shall participate in the audit committee´scommittee’s meetings as observers.

As in 2016, at the board of directors´ meeting held on April 17, 2019, following the election of a new board at the shareholders´ meeting held the same day, the board of directors appointed directors Messrs. Vittorio Corbo and Carlos Molina to our audit committee, both of whom meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Messrs. José Miguel Barros and Francisco Pérez shall participate in the audit committee’s meetings as observers.

 

We do not have an audit committee financial expert serving on our audit committee, as such term is defined under Item 407 of Regulation S-K. We do not have an audit committee financial expert because we are not required to appoint one under Chilean law.

ITEM 16B: Code of Ethics

 

We have adopted a Code of Business Conduct that applies to all of our executive officers and employees. Our Code of Business Conduct is available on our website atwww.ccu.cl orwww.ccuinvestor.com. Our code of ethics was updated on March 4, 2014 and no waivers, either explicit or implicit, of provisions of the code of ethics have been granted to the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer. The information on our website is not incorporated by reference into this document.

 

In December 2013, we adopted a Code of Conduct of the board of directors that applies to all of the members of our board of directors, which was updated in July and December 2015. This Code ofConductof Conduct is available on our website atwww.ccu.cl orwww.ccuinvestor.com. The Code of Conduct sets forth certain basic principles intended to guide the actions of our directors, as well as certain procedures, policies and corporate governance best practices. The Code of Conduct covers matters of confidentiality, access to independent experts, and orientation of newly elected directors and review of information regarding candidates for election to the board of directors. The Code of Conduct also establishes rules and procedures regarding conflicts of interest. The information on our website is not incorporated by reference into this document.

132



 

ITEM 16C: Principal Accountant Fees and Services

 

The following table sets forth the fees billed to us by our independent auditors,PricewaterhouseCoopers Consultores, Auditores SpA, during the fiscal years ended December 31, 20142016, 2017 and 2015:

2018:

 

 

2014

2015

Audit Fees

462

487

Audit-Related Fees

0

0

Tax Fees

0

8

All Other Fees

2

11

Total Fees

464

506

 
  

2016

 

2017

2018

 

(millions of CLP)

Audit Fees

 

743

 

737

689

Audit-Related Fees

 

  30

 

1

   0

Tax Fees

 

   7

 

8

7

All Other Fees

 

  18

 

   12

   16

Total Fees

 

   798

 

   758

712

 

 

“Audit fees” in the above table are the aggregate fees billed by PricewaterhouseCoopersour independent auditors in connection with the review and audit of our semi-annual and annual consolidated financial statements, as well as the review of other fillings.filings. “Audit Related Fees” are fees billed by our independent auditors for the issuance of full IFRS reports related to foreign entities. “Tax fees” are fees billed by our independent auditors associated with the issuance of certificates for tax and legal compliance purposes. “All Other Fees” are fees billed by PricewaterhouseCoopersour independent auditors associated towith expenses related to Due Diligence during 2015.certifications of royalty payments and certification on payment terms to small suppliers, among others.

Audit Committee Pre-Approval Policies and Procedures

 

Since July 2005, our audit committee pre-approves all audit and non-audit services provided by our independent auditor pursuant to Sarbanes-Oxley Act of 2002.

 

ITEM 16D: Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

ITEM 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Not applicable.

 

ITEM 16F: Change in Registrant’s Certifying Accountants

i) Pursuant to the Chilean Corporations Act the Company is obliged to elect on an annual basis its principal accountant. The election takes place at the annual shareholders´ meeting. The audit committee and the directors committee independently submitted to the board of directors their proposal for the election of the principal accountant for fiscal year 2016. The board of directors´ at its meeting held on January 5, 2016 agreed to propose to the annual shareholders´ meeting of April 13, 2016 two candidates: KPMG Auditores Consultores Ltda (“KPMG”) was proposed in first place, and Pricewaterhouse Coopers Consultores Auditores y Compañía Limitada (“PwC Chile”), in second place. At the referred annual shareholders´ meeting held April 13, 2016, KPMG was elected as principal accountant for the fiscal year 2016. As a consequence, PwC Chile was dismissed as our independent registered public accounting firm on April 13, 2016. Such dismissal becomes effective upon completion by PwC Chile of its procedures on the filing of Form 20-F for the year ended December 31, 2015. PwC Chile served as the company´s independent registered public accounting firm for the fiscal years 2015 and 2014.Not applicable.

 

(ii) The reports of PwC Chile on the financial statements for the fiscal years ended December 31, 2015 and 2014 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

(iii) During the fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through April 13, 2016, there have been no disagreements with PwC Chile on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC Chile would have caused them to make reference thereto in their reports on the financial statements for such years.

(iv) During the fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through April 13, 2016, there have been no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F).

(v) The Registrant has requested that PwC Chile 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 April 26, 2016, is filed as Exhibit 15.2 to this Form 20-F.

During the fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through April 13, 2016,  the registrant has not consulted with KPMG regarding any matters described in Item 16F(a)(2)(i) and Item 16F(a)(2)(ii) of Form 20-F.133


 
 

ITEM 16G: Corporate Governance

 

General summary of significant differences with regard to corporate government standards

 

The following paragraphs provide a brief, general summary of significant differences between corporate government practices followed by us pursuant to our home-country rules and those applicable to U.S. domestic issuers under NYSE listing standards.

 

Composition of the board of directors; independence. The NYSE listing standards provide that listed companies must have a majority of independent directors and that certain board committees must consist solely of independent directors. Under NYSE rule 303A.02, a director qualifies as independent only if the board affirmatively determines that such director has no material relationship with the company, either directly or indirectly. In addition, the NYSE listing standards enumerate a number of relationships that preclude independence.

 

Under the Chilean Corporations Act an open-stockopen stock corporation must have at least one independent director (out of a minimum of seven directors) when its market capitalization reaches or exceeds UF 1.5 million Unidades de Fomento (as of March 31, 20162019 approximately CLP 38,71841,139 million) and at least 12.5% of its outstanding shares with voting rights are in the possession of shareholders that individually control or possess less than 10% of such shares. In addition, the Chilean Corporations Act enumerates a number of relationships that preclude independence. Chilean law also establishes a number of principles of general applicability designed to avoid conflicts of interests and to establish standards for related party transactions. Specifically, directors elected by a group or class of shareholders have the same duties to the company and to the other shareholders as the rest of the directors, and all transactions with the company in which a director has an interest must be in the interest of and for the benefit of the company, relative in price, terms and conditions to those prevailing in the market at the time of its approval and comply with the requirements and procedures set forth in Chapter XVI of the Chilean Corporations Act. See “Item 7: Major Shareholders and Related Party Transactions.”Transactions”.

 


Furthermore, such transactions must be reviewed by the directors’ committee (as defined below); they require prior approval by the board of directors and must be disclosed at the next meeting of shareholders, unless such transactions fall within one the exemptions contemplated by the Chilean Corporations Act and,or, if applicable, included in the usual practice policy approved by the board of directors. See “Item 7: Major Shareholders and Related Party Transactions.”Transactions”. Pursuant to NYSE rule 303A.00, we may follow Chilean practices and are not required to have a majority of independent directors.

 

Committees.The NYSE listing standards require that listed companies have a Nominating/Corporate Governance Committee,nominating/corporate governance committee, a Compensation Committeecompensation committee and an Audit Committee.audit committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified by the listing standards.

 

Under Chilean law, the only board committee that is required is the directors’directors committee (comité de directores), composed of three members, such committee having a direct responsibility to (a) review the company’s financial statements and the independent auditors’ report and issue an opinion on such financial statements and report prior to their submission for shareholders’ approval, (b) make recommendationspropose to the board of directors with respectthe independent accountants and the risk rating agencies, which the board must then propose to the appointment of independent auditors and risk rating agencies,shareholders, (c) review related party transactions, and issue a report on such transactions, (d) review the managers, principal executive officers’ and employees’ compensation policies and plans andplans; (e) to prepare an annual report of the performance of its duties, including the principal recommendations to shareholders; (f) advise the board of directors as to the suitability of retaining non-audit services from its external auditors, if the nature of such services could impair their independence; and (g) perform other duties as defined by the company’s bylaws, by a shareholders’ meeting or by the board. Requirements to be deemed an independent director are set forth in “Item 6: Directors, Senior Management and Employees C.Board Practices Directors Committee.”Committee”.

 

Pursuant to NYSE Rule 303A.06, we must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act by July 31, 2005. At the board of directors´ meeting ofheld on April 10, 2013, following the17, 2019, followingthe election of a new board at the shareholders´ meeting held the board of directors appointed the following directors to our audit committee: Vittorio Corbo and Philippe Pasquet. Mr. Pasquet and Mr. Corbo meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Messrs. Jorge Luis Ramos and Francisco Pérez shall participate in our audit committee´s meetings as observers.

Due to the resignation of Mr. Philippe Pasquet of his position as director of the Company, effective as of June 30, 2015, at the board of directors´ meeting held on June 7, 2015, Mr. Jorge Luis Ramos Santos was appointed as a member of the audit committee, to replace Mr. Pasquet. Additionally, at the board of directors´ meeting held on July 7, 2015, director Mr. Carlos Molina was appointed to the audit committee on an observer status.

Finally,at the board of directors´ meeting held on April 13, 2016, following the election of a new board at the shareholders´ meeting,same date, the board of directors appointed directors Messrs. Vittorio Corbo and Carlos Molina to our audit committee. Mr. Corbo and Mr. Molina meet the independence criteria under the Exchange Act and under the NYSE Rules. The board of directors also resolved that directors Messrs. José Miguel Barros and Francisco Pérez shall participate in the audit committee´scommittee’s meetings as observers.

134


 

Shareholder approval of equity-compensation plans. Under NYSE listing standards, shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions. An “equity-compensation plan” is a plan or other arrangement that provides for the delivery of equity securities of the listed company to any employee, director or otherserviceother service provider as compensation for services.

 


Under Chilean law, if previously approved by shareholders at an extraordinary shareholders’ meeting, up to ten percent of a capital increase in a publicly traded company may be set aside to fund equity-compensation plans for the company’s employees and/or for the employees of the company’s subsidiaries. Pursuant to NYSE rule 303A.00, as a foreign private issuer, we may follow Chilean practices and are not required to comply with the NYSE listing standards with respect to shareholder approval of equity-compensation plans.

 

Corporate Governance Guidelines.The NYSE listing standards provide that listed companies must adopt and disclose corporate governance guidelines with regard to (a) director qualifications standards; (b) director responsibilities; (c) director access to management and independent advisors; (d) director compensation; (e) director orientation and continuing education; (f) management succession; and (g) annual performance evaluations of the board.

 

Chilean law does not require that such corporate governance guidelines be adopted. Director responsibilities and access to management and independent advisors are directly provided for by applicable law. Director compensation is determined by the annual meeting of shareholders pursuant to applicable law. As a foreign private issuer, we may follow Chilean practices and are not required to adopt corporate governance guidelines. Pursuant to SVSCMF rules, the company is only required to disclose whether or not it has adopted corporate governance guidelines regarding, among others, the matters referred to above.

 

Code of Business Conduct.The NYSE listing standards require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

 

We have adopted a code of business conduct that applies generally to all of our executive officers and employees. A copy of the code of business conduct, as amended, is available on our website atwww.ccu.cl orwww.ccuinvestor.com. The information on our website is not incorporated by reference into this document.

 

We have also adopted a code of conduct that applies to all members of our board of directors. A copy of this code is available on our website atwww.ccu.cl orwww.ccuinvestor.com. The information on our website is not incorporated by reference into this document.

 

Manual of Information of Interest to the Market. In 2008, the SVS (currently, CMF) promulgated new rules which require publicpublicly traded companies to adopt a manual regarding disclosure of information of interest to the market, board members and executives shares transactions and blackout periods for such transactions. This manual applies to our directors, the directors of our subsidiaries, our executive officers, some of our employees which may be in possession of confidential, reserved or privileged information of interest, and to our advisors. The manual took effect on June 1, 2008.A2008. A copy of themanualthe manual regarding disclosure of information of interest to the market, as amended on March 18, 2010, is available in our website atwww.ccu.cl orwww.ccuinvestor.com. The information on our website is not incorporated by reference into this document.

 

Executive Sessions. To empower non-management directors to serve as a more effective check on management, NYSE listing standards provide that non-management directors of each company must meet at regularly scheduled executive sessions without management.

 

Under Chilean law, the office of director is not legally compatible with that of general manager in publicly traded companies. The board of directors exercises its functions as a collective body and may partially delegate its powersitspowers to executive officers, attorneys, a director or a board commission of the company, and for specific purposes to other persons. As a foreign private issuer, we may follow Chilean practices and are not required to comply with the NYSE listing standard for executive sessions.

135



 

Certification Requirements. Under NYSE listing standards, Section 303A.12(a) provides that each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards, and Section 303A.12(b) provides that each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of Section 303A.

 

As a foreign private issuer, we must comply with Section 303A.12(b) of the NYSE listing standards, but we are not required to comply with 303A.12(a).

ITEM 16H: Mine Safety Disclosure

 

Not applicable.

PART III

ITEM 17: Financial Statements

 

The Company has responded to Item 18 in lieu of responding to this item.

ITEM 18: Financial Statements

 

See Annex for the Financial Statements.

136



 

101.CAL           XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF           XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB           XBRL Taxonomy Extension Label Linkbase Document.

101.PRE          XBRL Taxonomy Extension Presentation Linkbase Document.

 

SIGNATURES

The Registrant certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Compañía Cervecerías Unidas S.A.

By:     /s/ Patricio Jottar                                                                                                           

Name: Patricio Jottar

Title: Chief Executive Officer

                                                

                                                                    

Date: April 29, 2016By: /s/ Patricio Jottar 

                                                                                   Name: Patricio Jottar


CCU - Management’s Report on Internal Controls over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal controls over financial reporting and has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 based on the criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on such criteria, our management has concluded that, as of December 31, 2015, our internal control over financial reporting is effective.

Our 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 IFRS. Our 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 our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PwC Chile, an independent registered public accounting firm, as stated in their report which appears herein.

There has been no change in our internal control over financial reporting during 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

By:        /s/__________________

Title: Chief Executive Officer

 

 

/s/  _________________Date: April

                Chief Financial Officer25th, 2019

 

 

137

Dated:  February 29, 2016

Distribution:

Investor Relation Manager

PwC Chile

Chief Financial Officer

Legal Affairs Manager_



 
 

 

 

 

 


 
 


 

 


 


INDEX
INDEX

CONSOLIDATED STATEMENT OF FINANCIAL POSITION  (ASSETS)

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (LIABILITIES AND EQUITY)

5

CONSOLIDATED STATEMENT OF INCOME

6

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

8

CONSOLIDATED STATEMENT OF CASH FLOW

9

NOTENote 1 GENERAL INFORMATIONGeneral Information

10

Note 2 Summary of significant accounting policies

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES23

15

2.1Basis of preparation1523
2.2Basis of consolidation1624
2.3Financial information as per operating segments25
2.4Foreign currency and sdjustment units1726
2.4Foreign currency and unidad de fomento (Adjustment unit)17
2.5Cash and cash equivalents1827
2.6Other financial assetsOther finantial assets1827
2.7Financial instruments1927
2.8Financial asset impairment2130
2.9InventoriesInventories2130
2.10Current biological assetsBiological current assets2130
2.11Other non-financial assets2130
2.12Property, plant and equipment31
2.13Leases2131
2.132.14Investment propertyLeases2232
2.14Investment property23
2.15Intangible assets other than goodwill2332
2.16GoodwillGoodwill2332
2.17Impairment of non-financial assets other than goodwill2433
2.18Non-current assets of disposal groups classified as held for sale

2.1833

2.19Income taxesAssets of a disposal group held for sale2433
2.192.20Employees benefitsIncome taxes2434
2.202.21ProvisionsEmployees benefits2534
2.21Provisions25
2.22Revenue recognition2534
2.23Commercial agreements with distributors and supermarket chains2635
2.24Cost of sales of products2635
2.25Other incomes by function36
2.26Other expenses by function2636
2.262.27Distribution expenses2636
2.27Administration expenses27
2.28Administrative expenses

36

2.29

Environment liabilities

2736
2.29Reclassification to the Consolidated Financial Statements of previous years27

NOTENote 3 ESTIMATES AND APPLICATION OF PROFESSIONAL JUDGMENTEstimates and application of professional judgment

29

NOTE 4 ACCOUNTING CHANGES

29

NOTE 5 RISK ADMINISTRATION

30

NOTE 6 FINANCIAL INSTRUMENTS

36

Note 4 Accounting changes

NOTE 7 FINANCIAL INFORMATION AS PER OPERATING SEGMENTS37

42

Note 5 Risk Administration

NOTE 8 BUSINESS COMBINATIONS39

49

Note 6 Financial Information as per operating segments

NOTE 9 NET SALES46

49

Note 7 Financial Instruments

NOTE 10 NATURE OF COST AND EXPENSE54

50

NOTE 11 FINANCIAL RESULTSNote 8 Cash and cash equivalents

50


NOTE 12 OTHER INCOME BY FUNCTION

50

NOTE 13 OTHER GAINS (LOSSES)

51

NOTE 14 CASH AND CASH EQUIVALENTS

51

NOTE 15 ACCOUNTS RECEIVABLES – TRADE AND OTHER RECEIVABLES

52

NOTE 16 ACCOUNTS AND TRANSACTIONS WITH RELATED COMPANIES

55

NOTE 17 INVENTORIES

60

NOTE 18 BIOLOGICAL CURRENT ASSETSNote 9 Other non-financial assets

61

NOTE 19 OTHER NON-FINANCIAL ASSETS

62

NOTE 20 INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD

62

NOTE 21 INTANGIBLE ASSETS OTHER TAN GOODWILL

65

NOTE 22 GOODWILL

67

Note 10 Trade and other receivables

NOTE 23 PROPERTY, PLANT AND EQUIPMENT68

69

NOTE 24 INVESTMENT PROPERTYNote 11 Accounts and transactions with related parties

71


Note 12 Inventories

NOTE 25 ASSETS OF DISPOSAL GROUP HELD FOR SALE77

72

Note 13 Biological assets

NOTE 26 INCOME TAXES78

73

NOTE 27 OTHER FINANCIAL LIABILITIESNote 14 Non-current assets of disposal groups classified as held for sale

7679

Note 15 Business Combinations

NOTE 28 ACCOUNTS PAYABLE – TRADE AND OTHER PAYABLES80

Note 16 Investments accounted for using equity method

81

Note 17 Intangible assets other than goodwill

84

Note 18 Goodwill

86

Note 19 Property, plant and equipment

88

Note 20 Investment Property

90

Note 21 Other financial liabilities

91

Note 22 Trade and other current payables

NOTE 29 PROVISIONS110

91

Note 23 Other provisions

NOTE 30 OTHER NON-FINANCIAL LIABILITIES110

92

Note 24 Income taxes

NOTE 31 EMPLOYEE BENEFITS111

92

Note 25 Employee Benefits

NOTE 32 NON-CONTROLLING INTERESTS115

95

Note 26 Other non-financial liabilities

NOTE 33 COMMON SHAREHOLDERS’ EQUITY118

96

Note 27 Common Shareholders’ Equity

NOTE 34 EFFECTS OF CHANGES IN CURRENCY EXCHANGE RATE118

100

Note 28 Non-controlling Interests

NOTE 35 CONTINGENCIES AND COMMITMENTS122

104

Note 29 Nature of cost and expense

NOTE 36 ENVIRONMENT124

107

Note 30 Other incomes by function

NOTE 37 SUBSEQUENT EVENTS124

Note 31 Other Gains (Losses)

109125

Note 32 Financial results

125

Note 33 Effects of changes in currency exchange rate

126

Note 34 Contingencies and Commitments

130

Note 35 Environment

133
Note 36 Subsequent Events137


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Financial Position (Assets)

(Figures expressed in thousands of Chilean pesos)

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

ASSETS

Notes

As of December 31, 2015

 

As of December 31, 2014 (Restated)

(*)

As of January 1, 2014 (Restated)

 

(*)

Notes

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Current assets

 

 

 

 

 

 

Cash and cash equivalent

14

192,554,239

214,774,876

408,853,267

Cash and cash equivalents

8

319,014,050

170,044,602

Other financial assets

6

13,644,105

6,483,652

4,468,846

7

22,745,469

10,724,196

Other non-financial assets

19

17,654,373

18,558,445

21,495,398

9

18,861,414

15,834,225

Accounts receivable-trade and other receivables

15

252,225,937

238,602,893

211,504,047

Accounts receivable from related companies

16

4,788,930

11,619,118

9,610,305

Trade and other current receivables

10

320,702,339

286,213,598

Accounts receivable from related parties

11

3,048,841

5,810,764

Inventories

17

174,227,415

167,545,598

146,955,193

12

228,062,237

201,987,891

Biological current assets

18

7,633,340

7,633,591

6,130,652

Taxes receivables

26

15,264,220

19,413,414

9,139,406

Total current assets different from assets of disposal group held for sale

 

677,992,559

684,631,587

818,157,114

Assets of disposal group held for sale

25

6,319,316

758,760

339,901

Total assets of disposal group held for sale

 

6,319,316

758,760

339,901

Biological assets

13

8,489,873

8,157,688

Current tax assets

24

17,302,429

28,027,878

Total current assets other than non-current assets of disposal groups classified as held for sale

 

938,226,652

726,800,842

Non-current assets of disposal groups classified as held for sale

14

2,780,607

2,305,711

Total Non-current assets of disposal groups classified as held for sale

 

2,780,607

2,305,711

Total current assets

 

684,311,875

685,390,347

818,497,015

 

941,007,259

729,106,553

  

 

  

 

Non-current assets

 

 

 

 

 

 

Other financial assets

6

80,217

343,184

38,899

7

3,325,079

1,918,191

Other non-financial assets

19

27,067,454

5,828,897

15,281,111

9

5,007,150

4,644,827

Accounts receivable from related companies

16

445,938

522,953

350,173

Investments accounted by equity method

20

49,995,263

31,998,620

17,563,028

Trade and other non-current receivables

10

3,363,123

3,974,395

Accounts receivable from related parties

11

190,865

258,471

Investments accounted for using equity method

16

142,017,781

99,270,280

Intangible assets other than goodwill

21

64,120,426

68,656,895

64,033,931

17

118,964,142

77,032,480

Goodwill

22

83,300,573

86,779,903

81,872,847

18

123,044,901

94,617,474

Property, plant and equipment (net)

23

872,667,210

851,255,642

698,656,429

19

1,021,266,631

917,913,428

Investment property

24

6,838,002

7,917,613

6,901,461

20

8,715,956

5,825,359

Deferred tax assets

26

34,529,593

30,207,019

24,525,361

24

37,691,088

40,351,329

Current tax assets non current

24

1,270,941

1,316,300

Total non-current assets

 

1,139,044,676

1,083,510,726

909,223,240

 

1,464,857,657

1,247,122,534

Total Assets

Total Assets

1,823,356,551

1,768,901,073

1,727,720,255

Total Assets

2,405,864,916

1,976,229,087

(*)SeeNote 2,29 and 4.

F-4

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.

 


The accompanying notes 1 to 37 are an integral part of these consolidated financial statements.

 


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Financial Position (Liabilities and Equity)

(Figures expressed in thousands of Chilean pesos)

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

LIABILITIES AND EQUITY

Notes

As of December 31, 2015

 

As of December 31, 2014 (Restated)

(*)

As of January 1, 2014 (Restated)

 

(*)

Notes

As of December 31, 2018

As of December 31, 2017

LIABILITIES

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Current liabilities

 

 

 

 

 

 

Other financial liabilities

27

43,973,991

65,318,293

120,488,188

21

62,766,946

53,591,658

Accounts payable-trade and other payables

28

227,736,803

203,782,805

183,508,115

Accounts payable- to related companies

16

11,624,218

10,282,312

7,286,064

Other short-term provisions

29

503,440

410,259

833,358

Tax liabilities

26

12,198,024

11,697,135

10,916,865

Employee benefits provisions

31

21,712,059

17,943,771

20,217,733

Trade and other current payables

22

303,380,168

281,681,553

Accounts payable to related parties

11

6,936,910

10,069,043

Other current provisions

23

405,069

349,775

Current tax liabilities

24

75,885,449

22,526,634

Provisions for employee benefits

25

31,794,163

26,232,493

Other non-financial liabilities

30

70,942,144

68,896,763

65,878,578

26

164,555,540

74,298,299

Total current liabilities

 

388,690,679

378,331,338

409,128,901

 

645,724,245

468,749,455

Non-current liabilities

 

 

 

 

 

 

Other financial liabilities

27

136,926,545

134,534,557

142,763,030

21

228,185,297

161,001,732

Others accounts payable

28

1,645,098

369,506

841,870

Accounts payable to related companies

16

-

-

377,020

Other long-term provisions

29

1,476,518

2,209,832

2,135,122

Trade and other non-current payables

22

12,413

541,783

Other non-current provisions

23

7,425,759

1,240,389

Deferred tax liabilities

26

88,146,963

87,518,700

73,033,414

24

108,500,171

94,350,111

Employee benefits provisions

31

18,948,603

17,437,222

15,196,620

Provisions for employee benefits

25

26,901,088

23,517,009

Total non-current liabilities

 

247,143,727

242,069,817

234,347,076

 

371,024,728

280,651,024

Total liabilities

 

635,834,406

620,401,155

643,475,977

 

1,016,748,973

749,400,479

    

 

EQUITY

EQUITY

 

EQUITY

Equity attributable to equity holders of the parent

33

 

 

27

 

 

Paid-in capital

 

562,693,346

562,693,346

 

562,693,346

562,693,346

Other reserves

 

(103,226,416)

(75,050,544)

(65,881,809)

 

(151,048,226)

(178,075,279)

Retained earnings

 

598,349,442

537,945,375

491,864,319

 

868,481,588

716,458,990

Subtotal equity attributable to equity holders of the parent

 

1,057,816,372

1,025,588,177

988,675,856

Total equity attributable to equity holders of the parent

 

1,280,126,708

1,101,077,057

Non-controlling interests

32

129,705,773

122,911,741

95,568,422

28

108,989,235

125,751,551

Total Shareholders' Equity

Total Shareholders' Equity

1,187,522,145

1,148,499,918

1,084,244,278

Total Shareholders' Equity

1,389,115,943

1,226,828,608

Total Liabilities and Shareholders' Equity

Total Liabilities and Shareholders' Equity

1,823,356,551

1,768,901,073

1,727,720,255

Total Liabilities and Shareholders' Equity

2,405,864,916

1,976,229,087

 

(*)SeeNote 2,29 and 4.

F-5


The accompanying notes 1 to 37 are an integral part of these consolidated financial statements.

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.

 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Income

(Figures expressed in thousands of Chilean pesos)

 

 

CONSOLIDATED STATEMENT OF INCOME

 

CONSOLIDATED STATEMENT OF INCOME

Notes

For the years ended December 31,

Notes

For the years ended December 31,

2015

2014

2013

2018

2017

2016

ThCh$

ThCh$

ThCh$

ThCh$

Net sales

9

1,498,371,715

1,297,966,299

1,197,226,510

6

1,783,282,337

1,698,360,794

1,558,897,708

Cost of sales

10

(685,075,251)

(604,536,815)

(536,696,634)

29

(860,011,392)

(798,738,655)

(741,819,916)

Gross margin

 

813,296,464

693,429,484

660,529,876

 

923,270,945

899,622,139

817,077,792

Other income by function

12

6,577,244

25,463,716

5,508,863

30

228,455,054

6,717,902

5,144,154

Distribution costs

10

(277,599,722)

(240,848,630)

(221,701,175)

29

(314,391,183)

(290,227,129)

(270,835,822)

Administrative expenses

10

(128,135,799)

(110,014,716)

(93,289,698)

29

(152,376,458)

(142,514,649)

(155,322,295)

Other expenses by function

10

(209,201,189)

(188,109,562)

(162,782,032)

29

(216,236,609)

(238,704,061)

(195,412,109)

Other gains (losses)

13

8,512,000

4,036,939

958,802

31

4,029,627

(7,716,791)

(8,345,907)

Income from operational activities

 

213,448,998

183,957,231

189,224,636

 

472,751,376

227,177,411

192,305,813

Financial Income

11

7,845,743

12,136,591

8,254,170

Financial costs

11

(23,101,329)

(22,957,482)

(24,084,226)

Equity and income of joint ventures and associated

20

(5,228,135)

(898,607)

308,762

Finance income

32

15,794,456

5,050,952

5,680,068

Finance costs

32

(23,560,662)

(24,166,313)

(20,307,238)

Share of net loss of joint ventures and associates accounted for using the equity method

16

(10,815,520)

(8,914,097)

(5,560,522)

Foreign currency exchange differences

11

957,565

(613,181)

(4,292,119)

32

3,299,657

(2,563,019)

456,995

Result as per adjustment units

11

(3,282,736)

(4,159,131)

(1,801,765)

32

742,041

(110,539)

(2,246,846)

Income before taxes

 

190,640,106

167,465,421

167,609,458

 

458,211,348

196,474,395

170,328,270

Income taxes

26

(50,114,516)

(46,673,500)

(34,704,907)

Tax income (expense)

24

(136,126,817)

(48,365,976)

(30,246,383)

Net income of year

 

140,525,590

120,791,921

132,904,551

 

322,084,531

148,108,419

140,081,887

 

 

 

 

 

 

 

Net income attibutable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

120,808,135

106,238,450

123,036,008

 

306,890,792

129,607,353

118,457,488

Non-controlling interests

32

19,717,455

14,553,471

9,868,543

28

15,193,739

18,501,066

21,624,399

Net income of year

 

140,525,590

120,791,921

132,904,551

 

322,084,531

148,108,419

140,081,887

Net income per share (Chilean pesos) from:

 

 

 

 

 

 

 

 

Continuing operations

 

326.95

287.52

370.81

 

830.55

350.76

320.59

Diluted earnings per share (Chilean pesos) from:

 

 

 

 

 

 

 

 

Continuing operations

 

326.95

287.52

355.57

 

830.55

350.76

320.59

 

 

 

 

 

 

 

 

 

 

F-6


The accompanying notes 1 to 37 are an integral part of these consolidated financial statements.

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.

 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Comprehensive Income

(Figures expressed in thousands of Chilean pesos)

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes

For the years ended December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Net income of year

 

140,525,590

120,791,921

132,904,551

Other income and expenses charged or credited againts equity

 

 

 

 

Cash flow hedges (1)

33

80,693

(155,258)

256,592

Exchange differences of foreign subsidiaries (1)

33

(29,678,944)

(4,629,683)

(17,054,187)

Gains (losses) from defined plans

33

(939,433)

(1,884,054)

(469,987)

Income tax related with cash flow hedge (1)

33

(17,563)

39,470

(51,304)

Income tax relating to defined benefit plans

33

314,541

501,689

105,151

Total other comprehensive income and expense

 

(30,240,706)

(6,127,836)

(17,213,735)

Comprehensive income and expense

 

110,284,884

114,664,085

115,690,816

Comprehensive income originated by:

 

 

 

 

Equity holders of the parent (2)

 

92,606,720

97,067,296

107,443,199

Non-controlling interests

 

17,678,164

17,596,789

8,247,617

Comprehensive income and expense

 

110,284,884

114,664,085

115,690,816

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes

For the years ended December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Net income of year

 

322,084,531

148,108,419

140,081,887

Other comprehensive income

 

 

 

 

Components of other comprehensive income that will not be reclassified to income for the year, before taxes

 

 

 

 

Gains (losses) from defined benefit plans

27

(1,263,781)

19,669

(2,355,384)

Other comprehensive income that will not be reclassified to incom for the year, before taxes

 

(1,263,781)

19,669

(2,355,384)

Components of other comprehensive income that will be reclassified to income for the year, before taxes

 

 

 

 

Gains (losses) on exchange differences  on translation

27

37,990,079

(34,786,480)

(27,280,176)

Gains (losses) on cash flow hedges

27

63,008

(5,661)

84,962

Other comprehensive income that will be reclassified to income for the year, before taxes

 

38,053,087

(34,792,141)

(27,195,214)

Other comprehensive income, before tax

 

36,789,306

(34,772,472)

(29,550,598)

Income taxes related to components of other comprehensive income that will not be reclassified to income for the year

 

 

 

 

Income tax relating to defined benefit plans

27

339,533

(47,228)

659,198

Income taxes related to components of other comprehensive income that will not be reclassified to income for the year

 

339,533

(47,228)

659,198

Income taxes related to components of other comprehensive income that will be reclassified to income for the year

 

 

 

 

Income tax relating to cash flow hedges

27

(16,196)

728

(20,648)

Income taxes related to components of other comprehensive income that will be reclassified to income for the year

 

(16,196)

728

(20,648)

Total other comprehensive income and expense

 

37,112,643

(34,818,972)

(28,912,048)

Comprehensive income (expense)

 

       359,197,174

       113,289,447

       111,169,839

Comprehensive income (expense) attributable to:

 

 

 

 

Equity holders of the parent

 

       341,548,106

         96,580,893

         91,752,250

Non-controlling interests

 

17,649,068

16,708,554

19,417,589

Total Comprehensive income (expense)

 

       359,197,174

       113,289,447

       111,169,839

(1)These items will be reclassified to Consolidated Statement of Income when they are settled.

(2)Corresponds to the income for the year where no income or expenses have been recorded directly against shareholder´s equity.

.

 

F-7


The accompanying notes 1 to 37 are an integral part of these consolidated financial statements.

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.

 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Changes in Equity

(Figures expressed in thousands of Chilean pesos)

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

STATEMENT OF CHANGES IN EQUITY

Paid in capital

Other reserves

Total other reservations

Retained earnings

Equity attributable to equity holders of the parent

Non-controlling interests

Total Shareholders' Equity

Common Stock

Reserve of exchange differences on translation

Reserve of cash flow hedges

Reserve of Actuarial gains and losses on defined benefit plans

Other reserves

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Balanced as of January 1, 2016

562,693,346

(95,435,386)

(2,526)

(2,302,418)

(5,486,086)

(103,226,416)

598,349,442

1,057,816,372

129,705,773

1,187,522,145

Changes

 

 

 

 

 

 

 

 

 

 

Interim dividends (1)

-

-

-

-

-

-

(24,387,190)

(24,387,190)

-

(24,387,190)

Interim dividends according to policy (2)

-

-

-

-

-

-

(34,841,553)

(34,841,553)

-

(34,841,553)

Other increase (decrease) in Equity (3)

-

-

-

-

-

-

-

-

(14,413,649)

(14,413,649)

Effects business combination (4)

-

-

-

-

-

-

-

-

363,139

363,139

Total comprehensive income (expense)

-

(25,123,546)

41,607

(1,623,299)

-

(26,705,238)

118,457,488

91,752,250

19,417,589

111,169,839

Increase (decrease) through changes in ownership interests in subsidaries  (5)

-

-

-

-

(13,041,724)

(13,041,724)

-

(13,041,724)

(11,715,289)

(24,757,013)

Total changes in equity

-

(25,123,546)

41,607

(1,623,299)

(13,041,724)

(39,746,962)

59,228,745

19,481,783

(6,348,210)

13,133,573

AS OF DECEMBER 31, 2016

562,693,346

(120,558,932)

39,081

(3,925,717)

(18,527,810)

(142,973,378)

657,578,187

1,077,298,155

123,357,563

1,200,655,718

Balanced as of January 1, 2017

562,693,346

(120,558,932)

39,081

(3,925,717)

(18,527,810)

(142,973,378)

657,578,187

1,077,298,155

123,357,563

1,200,655,718

Changes

 

 

 

 

 

 

 

 

 

 

Final dividends  (6)

-

-

-

-

-

-

(5,922,874)

(5,922,874)

-

(5,922,874)

Interim dividends (1)

-

-

-

-

-

-

(25,865,201)

(25,865,201)

-

(25,865,201)

Interim dividends according to policy (2)

-

-

-

-

-

-

(38,938,475)

(38,938,475)

-

(38,938,475)

Other increase (decrease) in Equity (3)

-

-

-

-

-

-

-

-

(8,805,260)

(8,805,260)

Total comprehensive income (expense)

-

(32,982,829)

(10,837)

(32,794)

-

(33,026,460)

129,607,353

96,580,893

16,708,554

113,289,447

Increase (decrease) through changes in ownership interests in subsidaries  (7)

-

-

-

-

(2,075,441)

(2,075,441)

-

(2,075,441)

(5,509,306)

(7,584,747)

Total changes in equity

-

(32,982,829)

(10,837)

(32,794)

(2,075,441)

(35,101,901)

58,880,803

23,778,902

2,393,988

26,172,890

AS OF DECEMBER 31, 2017

562,693,346

(153,541,761)

28,244

(3,958,511)

(20,603,251)

(178,075,279)

716,458,990

1,101,077,057

125,751,551

1,226,828,608

Balanced as of January 1, 2018

562,693,346

(153,541,761)

28,244

(3,958,511)

(20,603,251)

(178,075,279)

716,458,990

1,101,077,057

125,751,551

1,226,828,608

Increase (decrease) due to changes in accounting policies (8)

-

-

-

-

-

-

(126,722)

(126,722)

(9,054)

(135,776)

Initial balance restated

562,693,346

(153,541,761)

28,244

(3,958,511)

(20,603,251)

(178,075,279)

716,332,268

1,100,950,335

125,742,497

1,226,692,832

Changes

 

 

 

 

 

 

 

 

 

 

Final dividends  (6)

-

-

-

-

-

-

(1,296,076)

(1,296,076)

-

(1,296,076)

Interim dividends (1)

-

-

-

-

-

-

(51,730,402)

(51,730,402)

-

(51,730,402)

Interim dividends according to policy (2)

-

-

-

-

-

-

(101,714,994)

(101,714,994)

-

(101,714,994)

Other increase (decrease) in Equity (3)

-

-

-

-

-

-

-

-

(7,374,653)

(7,374,653)

Effects business combination (10)

-

-

-

-

-

-

-

-

6,755,102

6,755,102

Total comprehensive income (expense) (9)

-

35,487,433

51,944

(882,063)

-

34,657,314

306,890,792

341,548,106

17,649,068

359,197,174

Increase (decrease) through changes in ownership interests in subsidaries  (11)

-

-

-

-

(7,630,261)

(7,630,261)

-

(7,630,261)

(33,782,779)

(41,413,040)

Total changes in equity

-

35,487,433

51,944

(882,063)

(7,630,261)

27,027,053

152,149,320

179,176,373

(16,753,262)

162,423,111

AS OF DECEMBER 31, 2018

562,693,346

(118,054,328)

80,188

(4,840,574)

(28,233,512)

(151,048,226)

868,481,588

1,280,126,708

108,989,235

1,389,115,943

 

STATEMENT OF CHANGES IN EQUITY

Paid in capital

Other reserves

Retained earnings

Equity attributable to equity holders of the parent

Non-controlling interests

Total Shareholders' Equity

Common Stock

Shares premium

Currency translation difference

Hedge reserves

Actuarial gains and losses on defined benefit plans reserves

Other reserves

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Balanced as of January 1, 2013

215,540,419

15,479,173

(44,675,962)

(98,990)

-

(3,371,276)

430,346,315

613,219,679

97,298,607

710,518,286

Changes

 

 

 

 

 

 

 

 

 

 

Interim dividends (1)

-

-

-

-

-

-

(23,278,681)

(23,278,681)

-

(23,278,681)

Interim dividends according to policy (2)

-

-

-

-

-

-

(38,239,323)

(38,239,323)

-

(38,239,323)

Other increase (decrease) in Equity (5)

-

-

-

-

-

-

-

-

(4,961,354)

(4,961,354)

Effects business combination

-

-

-

-

-

-

-

-

3,138,195

3,138,195

Other increase (decrease) in Equity (4)

15,479,173

(15,479,173)

-

-

-

-

-

-

-

-

Increase (decrease) through changes in ownership interests in subsidaries that do not result in loss of control (3)

-

-

-

-

-

2,867,444

-

2,867,444

(8,154,643)

(5,287,199)

Issuance Equity (4)

331,673,754

-

-

-

-

(5,010,216)

-

326,663,538

-

326,663,538

Comprehensive income and expense

-

-

(15,408,235)

164,099

(348,673)

-

123,036,008

107,443,199

8,247,617

115,690,816

Total changes in equity

347,152,927

(15,479,173)

(15,408,235)

164,099

(348,673)

(2,142,772)

61,518,004

375,456,177

(1,730,185)

373,725,992

AS OF DECEMBER 31, 2013

562,693,346

-

(60,084,197)

65,109

(348,673)

(5,514,048)

491,864,319

988,675,856

95,568,422

1,084,244,278

Balanced as of January 1, 2014

562,693,346

-

(60,084,197)

65,109

(348,673)

(5,514,048)

491,864,319

988,675,856

95,568,422

1,084,244,278

Changes

 

 

 

 

 

 

 

 

 

 

Interim dividends (1)

-

-

-

-

-

-

(23,278,681)

(23,278,681)

-

(23,278,681)

Interim dividends according to policy (2)

-

-

-

-

-

-

(36,500,001)

(36,500,001)

-

(36,500,001)

Other increase (decrease) in Equity (3)

-

-

-

-

-

2,419

(378,712)

(376,293)

(8,594,222)

(8,970,515)

Effects business combination

-

-

-

-

-

-

-

-

18,340,752

18,340,752

Comprehensive income and expense

-

-

(7,698,661)

(108,479)

(1,364,014)

-

106,238,450

97,067,296

17,596,789

114,664,085

Total changes in equity

-

-

(7,698,661)

(108,479)

(1,364,014)

2,419

46,081,056

36,912,321

27,343,319

64,255,640

AS OF DECEMBER 31, 2014

562,693,346

-

(67,782,858)

(43,370)

(1,712,687)

(5,511,629)

537,945,375

1,025,588,177

122,911,741

1,148,499,918

Balanced as of January 1, 2015

562,693,346

-

(67,782,858)

(43,370)

(1,712,687)

(5,511,629)

537,945,375

1,025,588,177

122,911,741

1,148,499,918

Changes

 

 

 

 

 

 

 

 

 

 

Interim dividends (1)

-

-

-

-

-

-

(24,387,190)

(24,387,190)

-

(24,387,190)

Interim dividends according to policy (2)

-

-

-

-

-

-

(36,016,878)

(36,016,878)

-

(36,016,878)

Other increase (decrease) in Equity (5)

-

-

-

-

-

25,543

-

25,543

(10,884,132)

(10,858,589)

Comprehensive income and expense

-

-

(27,652,528)

40,844

(589,731)

-

120,808,135

92,606,720

17,678,164

110,284,884

Total changes in equity

-

-

(27,652,528)

40,844

(589,731)

25,543

60,404,067

32,228,195

6,794,032

39,022,227

AS OF DECEMBER 31, 2015

562,693,346

-

(95,435,386)

(2,526)

(2,302,418)

(5,486,086)

598,349,442

1,057,816,372

129,705,773

1,187,522,145

(1)Related to dividends declared as of December 31 of each year and paid during January of the following year, as agreed by the Board of Directors.
(2)Corresponds to the differences between CCU’s policy to distribute a minimum dividend of at least 50% of the income (Note 27-Common Shareholders’ Equity) and the interim dividends declared as of December 31 of each year.
(3)Mainly related to dividends to Non-controlling interest.
(4)Corresponds to thenon-controlling interest from the business combinations of paraguayan company Sajonia Brewing Company S.R.L. (Note 1 - General Information, letter D)).
(5)In 2016, the Company, through its subsidiaries Aguas CCU-Nestlé Chile S.A. and Embotelladoras Chilenas Unidas S.A., acquired an additional interest of Manantial S.A. for an amount of ThCh$ 19,111,686, with a carrying amount of ThCh$ 3,816,220, gererating in a decrease in Other reserves of ThCh$ 7,801,153 (seeNote 1 -  General Information (1)). Additionally, during 2016 the Company, through its subsidiary Compañía Industrial Cervecera S.A. acquired an additional interest in Los Huemules SRL. for an amount of ThCh$ 118,092, with a carrying amount of ThCh$ 312,103, resulting in an increase in Other reserves of ThCh$ 194,000 (seeNote 1  -  General Information (4)). Finally during 2016, the joint venture Foods acquired an additional interest in Alimentos Nutrabien S.A. for an amount of ThCh$ 14,352,706, with a carrying amount of ThCh$ 3,497,385, resulting in a decrease of ThCh$ 5,426,209.
(6)Corresponds to the differences between the final dividend and CCU’s policy of distributing a minimum dividend of at least 50% of income (Note 27 - Common Shareholders’ Equity).
(7)During 2017, through its subsidiary CCU Inversiones S.A., the Company acquired an additional interest of VSPT for an amount of ThCh$ 7,800,000 with a carrying amount of ThCh$ 5,724,003, generated, at CCU's consolidated level, a decrease in Other reserves of ThCh$ 2,075,441.
(8)SeeNote 4 - Accounting changes.
(9)SeeNote 27 - Common Shareholders’ Equity
(10)SeeNote 15 – Business combinations.
(11)During 2018, the Company through its subsidiary CCU Inversiones S.A., acquired an additional interest of VSPT for an amount of ThCh$ 49,222,781 with a carrying amount of ThCh$ 36,165,735, generated, at CCU's consolidated level, a decrease in Other reserves of ThCh$ 13,054,114 and on December 17, 2018the joint venture Foods Compañía de Alimentos CCU S.A. (“Foods”) and subsidiary CCU Inversiones S.A. sold  the  property over Alimentos Nutrabien S.A.generating an effect in Other reserves of ThCh $ 5,426,209 (Note 27 - Common Shareholders’ Equity).

 

(1)Related to declared dividends at December 31 of each year and paid during January of the following year, as agreed by the Board of Directors.

(2)Corresponds to the differences between CCU’s policy to distribute a minimum dividend of at least 50% of the income (Note 33) based on the local statutory reported to SVS and the interim dividends declared at December 31 of each year.

(3)In 2013, the Company acquired additional interests in Viña San Pedro Tarapacá S.A. with a carrying value to ThCh$ 8,153,946 resulting in an increase to Other reserves of ThCh$ 2,526,520Note 1 (1).Additionally, as a part of the balance of 2013 recorded ThCh$ 341,169 related to an increase in additional interest in Saenz Briones & Cía S.A.I.C.

(4)SeeNote 33, paid in capital.

(5)Mainly related to dividends to Non-controlling interest.

F-8

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.

 

Compañía Cervecerías Unidas S.A. and subsidiaries

Consolidated Statement of Cash Flow

(Figures expressed in thousands of Chilean pesos)

CONSOLIDATED STATEMENT OF CASH FLOW

 

CONSOLIDATED STATEMENT OF CASH FLOW

Notes

For the years ended as of December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Net cash flows from (used in) operational activities

 

 

 

 

Collection classes:

   

 

Proceeds from goods sold and services rendered

 

1,770,338,769

1,584,494,230

1,464,286,085

Other proceeds from operating activities

 

20,467,143

30,247,374

19,057,966

Types of payments:

   

 

Payments of operating activities

 

(1,120,571,275)

(1,051,616,618)

(950,888,252)

Payments of salaries

 

(178,915,580)

(171,898,347)

(145,277,349)

Other payments for operating activities

 

(220,365,087)

(162,644,788)

(154,495,134)

Dividends received

 

45,492

75,169

95,463

Interest paid

 

(19,813,502)

(20,757,207)

(21,112,371)

Interest received

 

6,476,628

10,763,936

8,244,764

Income tax reimbursed (paid)

 

(44,584,176)

(44,208,661)

(26,390,153)

Other cash movements

13

6,432,460

(833,425)

634,480

Net cash flows from (used in) operational activities

 

219,510,872

173,621,663

194,155,499

    

 

Cash flows from (used in) investing activities

 

 

 

 

Cash flows used for control of subsidaries or other businesses

14

-

(8,369)

(14,566,278)

Cash flows used in the purchase of non-controlling interests

14

(1,921,245)

(13,776,885)

-

Proceeds from payments of Associates

 

6,709,845

-

-

Other payments to acquire interests in joint ventures

14

(42,163,032)

(1,445,478)

-

Proceeds from sale of property, plan and equipment

 

2,776,474

2,587,448

1,740,687

Acquisition of property, plant and equipment

 

(129,668,910)

(227,863,039)

(122,451,045)

Purchases of intangibles assets

 

(2,062,012)

(2,217,113)

(2,107,984)

Other cash movements

 

518,711

3,753,297

466,710

Net cash flows from (used in) investing activities

 

(165,810,169)

(238,970,139)

(136,917,910)

    

 

Cash flows from (used in) financing activities

 

 

 

 

Payments for changes in ownership interests in subsidaries

14

-

-

(5,627,425)

Proceeds from long-term loans

 

19,570,689

15,482,763

10,852,892

Porceeds from short-term loans

 

23,358,700

21,882,842

12,040,310

Total amount from loans

 

42,929,389

37,365,605

22,893,202

Loan payments

 

(54,797,023)

(20,766,024)

(22,343,703)

Proceeds from issuing shares

 

-

-

326,663,538

Payments of finance lease liabilities

 

(1,697,649)

(1,745,210)

(1,641,370)

Payments of loan from related entities

 

(601,494)

(223,225)

(1,479,201)

Dividends paid

 

(66,147,145)

(65,315,914)

(63,680,979)

Other cash movements

 

(2,525,569)

(81,470,807)

(3,162,277)

Net cash flows from (used in) financing activities

 

(82,839,491)

(132,155,575)

251,621,785

    

 

Net increase (decrease) in cash equivalents, before the effect of changes in exchange rate

(29,138,788)

(197,504,051)

308,859,374

Effects of changes in exchange rates on cash and cash equivalents

 

6,918,151

3,425,660

(2,343,382)

    

 

Cash and cash equivalents, initial balance

 

214,774,876

408,853,267

102,337,275

Cash and cash equivalents, final balance

14

192,554,239

214,774,876

408,853,267

F-9


CONSOLIDATED STATEMENT OF CASH FLOW

Notes

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Cash flows from (used in) operating activities

 

 

 

 

Classes of cash receipts from operating activities:

    

Proceeds from goods sold and services rendered

 

2,063,846,199

2,027,615,713

1,862,763,071

Other proceeds from operating activities

30

211,980,184

27,287,853

23,086,788

Classes of cash payments from operating activities:

    

Payments of operating activities

 

(1,308,662,407)

(1,263,418,419)

(1,216,451,995)

Payments of salaries

 

(202,182,968)

(202,321,289)

(201,389,122)

Other payments for operating activities

 

(282,794,912)

(262,820,379)

(228,011,323)

Cash flow from (used in) operations

 

482,186,096

326,343,479

239,997,419

Dividends received

 

374,208

264,079

34,380

Interest paid

 

(17,691,156)

(18,564,514)

(16,958,068)

Interest received

 

13,627,809

4,870,651

5,635,697

Income tax reimbursed (paid)

 

(35,068,401)

(40,656,061)

(47,055,951)

Other cash movements

31

(14,115,425)

(10,096,203)

8,360,871

Net cash flows from operating activities

 

429,313,131

262,161,431

190,014,348

     

Cash flows from (used in) investing activities

 

 

 

 

Cash flows used to obtain control of subsidaries or other businesses

8

(5,819,495)

-

(641,489)

Cash flows used to purchase non-controlling interests

8

-

(1,149,689)

(2,174,370)

Other charges on the sale of interests in joint ventures

 

-

1,058,984

512,596

Other payments to acquire interests in joint ventures

8

(59,505,559)

(49,312,890)

(27,043,481)

Proceeds from sales of property, plan and equipment

 

1,064,516

1,554,696

2,753,539

Purchase of property, plant and equipment

 

(128,366,525)

(123,526,778)

(125,691,740)

Purchases of intangibles assets

 

(3,073,897)

(2,238,702)

(3,191,685)

Other cash movements

 

(3,301,141)

-

469,240

Net cash flows used in investing activities

 

(199,002,101)

(173,614,379)

(155,007,390)

     

Cash flows from (used in) financing activities

 

 

 

 

Proceeds from changes in ownership interests in subsidiaries that do not result in loss of control

8

(49,222,782)

(7,800,000)

(19,111,686)

Proceeds from long-term loans and bonds

 

91,201,377

40,850,000

3,804,384

Porceeds from short-term loans and bonds

 

92,806,210

16,927,169

19,345,325

Total proceeds from loans

 

184,007,587

57,777,169

23,149,709

Loan and bonds payments

 

(112,665,293)

(25,754,218)

(27,910,666)

Payments of finance lease liabilities

 

(1,077,462)

(1,414,228)

(1,530,851)

Payments of loan from related parties

 

-

(717,900)

(750,000)

Dividends paid

 

(74,825,181)

(75,128,211)

(69,819,729)

Other cash movements

 

819,269

36,190

913,318

Net cash flows used in financing activities

 

(52,963,862)

(53,001,198)

(95,059,905)

     

Net decrease in cash equivalents, before the effect of changes in exchange rate

177,347,168

35,545,854

(60,052,947)

Effects of changes in exchange rates on Cash and cash equivalents

 

(28,377,720)

465,565

1,531,891

Increase (decrease) in cash an cash equivalents

 

148,969,448

36,011,419

(58,521,056)

     

Cash and cash equivalents, beginning of the year

 

170,044,602

134,033,183

192,554,239

Cash and cash equivalents, final of the year

8

319,014,050

170,044,602

134,033,183

 

F-9

The accompanying notes 1 to 36 are an integral part of these consolidated financial statements.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 1General Information

 

A)Company information

Compañía Cervecerías Unidas S.A. (CCU,(hereinafter also “CCU”, “the Company” or the Company or the“the Parent Company)Company”) was incorporated in Chile as an open stock company, and it is registered in the Securities RecordRegistry of the Comisión para el Mercado Financiero (CMF) (ex Superintendencia de Valores y Seguros de Chile (Localor Local Superintendence of Equity Securities, SVS)(SVS)) under Nº 0007, and consequently, the Company is subject to Regulationoverseen by the SVS.CMF. The Company’s shares are quotedtraded in Chile on the Santiago Stock Exchange Electronic Stock Exchange and ValparaísoElectronic Stock Exchange. The Company is also registered with the United States of America Securities and Exchange Commission (SEC) and it quotes its American Depositary Shares (ADS) on’s are traded in the New York Stock Exchange (NYSE). There was an amendmentamendment to the Deposit Agreement dated December 3, 2012, between the Company, JP Morgan Chase Bank, NA and all holders of ADRs. According to this Amendment,ADRs, whereby there was ana change in the ADS ratio change from 1 ADS to 5 common shares to a new ratio of 1for each ADS to 2 common shares. There was no change to CCU's underlying ordinary shares. This action wasshares for each ADS, effective onas of December 20, 2012.

 

CCU is a diversified beverage company, with operations mainly in Chile, Argentina, Uruguay, Paraguay, Colombia and Bolivia. CCU is the largest Chilean brewery, the second largest brewery in Argentina, the second largest producer of soft drinks in Chile, the second-largest wine producer in Chile, the largest bottlerproducer of bottled mineral water, nectar and nectarsport drinks in Chile and one of the largest pisco producerproducers in Chile. It also participates in the business of Home and Office Delivery (“HOD”), in a business ofinvolving home delivery of purified water in bottles through the use of dispensers, and in the rum and candy industry in Chile. It participates in the industry of the ciders, spirits and wines in Argentina and also participates in the industry of mineral water and soft drinks and beer distribution in Uruguay, Paraguay, Colombia and Bolivia.

 

In Chile and abroad, CCU and its subsidiaries areCompañía Cervecerías Unidas S.A. is under the ownerscontrol of a wide range of brands, underInversiones y Rentas S.A. (IRSA), which market our products. In the domestic market, its portfolio of brands in the beer category consists among others of Cristal, Cristal Light, Cristal Cero, 0°, Escudo, Kunstmann, Austral, Dolbeck, Royal Guard, Morenita, Dorada and Lemon Stones. It holds exclusive license to produce and market Heineken, Sol and Coors. In Chile, the Company is the exclusive distributordirect and indirect owner of Tecate and Blue Moon beer.

In Argentina, CCU produces beers in its plants located in the cities of Salta, Santa Fé and Luján. Its main brands are Schneider, Imperial, Palermo, Santa Fé, Salta, Córdoba and are the holders of exclusive license for the production and marketing of Budweiser, Heineken, Amstel and Sol. CCU also imports Guiness and Kunstmann. Additionally, exports beer to different countries in the region mainly under the Schneider, Heineken and Budweiser brands. In Argentina, CCU is the exclusive distributor60% of the energy drink Red Bull. Besides, participates in the cider business, controlling of Saenz Briones. In these categories, its portfolio brands are Sidra Real and “1888”. Also participates in the spirits business, whichCompany’s shares. IRSA is marketed under the brand El Abuelo, as well as import other liquors from Chile.

In Uruguay, the Company participates in the mineral waters and soft drinks business with Native and Nix brand, respectively. In addition, it sells beers imported under Heineken, Schneider and Kuntsmann brand and cider Sidra Real.

In Paraguay, the Company participates in the non-alcoholic beverages and beer business since December 2013. Its portfolio of non-alcoholic brands consists of Pulp, Watt's and La Fuente. These brands include own, licensed and imported. In the beer business, the Company imports Heineken, Coors Light, Coors 1873, Schneider, Paulaner and Kunstmann, brands.

In Colombia, CCU participates in the business of beers and malts since November 2014. Its portfolio of beers include licensed and imported Heineken, Amstel, Murphys and Buckler brands. Its has of exclusive license for the importation, distribution and production of Heineken. It holds exclusive license to produce and market Coors and Coors Light.

In Bolivia, the Company participates in the non-alcoholic and alcoholic business since May 2014. Its portfolio of non-alcoholic brands consist of Mendocina, Free cola, Sinalco, Cordillera and Real. These brands include own and licensed. The alcoholic brands consist of Real and Capital. It has of exclusive license for the importation and distribution of Heineken and the energy drink Monster.

Within the non-alcoholic, in Chile Operating segment, CCU has the Bilz,Pap, Kem, Kem Xtreme, Nobis, Cachantun, Cachantun Más, Mas Woman and Porvenir brands. Regarding the HOD category, CCU has the Manantial brand. The Company, directly or through its subsidiaries, has license agreements with Pepsi, 7up, Mirinda, Gatorade, Adrenaline Red, Sobe LifeWater, Lipton Ice Tea, Ocean Spray, Crush, Canada Dry Limón Soda, Canada Dry Ginger Ale, Canada Dry Agua Tónica, Nestlé Pure Life, Perrier,  Watt´s and Frugo. In Chile,CCU is the exclusive distributor of the energy drink Red Bull.

Besides, throught of joint operation also owns the Sprim and Fructus and the licencse Vivo and Caricia brands.

In the spirits, in Chile Operating segment, in the category of pisco, CCU owns the brand Mistral, Campanario, Horcón Quemado,  Control C, Tres Erres, La Serena and Ruta cocktail, and their respective extensions. In rum category Company owns thebrands Sierra Morena and their extensions and Cabo Viejo. The Company has the Fehrenberg brand and is exclusive distributor in Chile of Pernod Ricard’s products.


Compañícurrently a Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

In theWine Operating segment, through its subsidiary Viña San Pedro Tarapacá S.A. (“VSPT”), produces wines and sparkling, which are sold in the domestic and overseas markets exporting to more than 80 countries.Its main brands are Altaïr, Sideral,  Cabo de Hornos, Kankana del Elqui, Tierras Moradas, 1865, Castillo de Molina, Épica, 35 Sur Reserva, 35 Sur, Urmeneta, GatoNegro, Gato, Manquehuito Pop Wine, San Pedro Exportación. The brands´s portfolio of Viña Tarapacá includes: TaraPakay, Gran Reserva, Gran Tarapacá, León de Tarapacá and Tarapacá Varietal. The brands´s portfolio of Viña Santa Helena includes: Parras Viejas, Vernus, Selección del Directorio, Siglo de Oro, Santa Helena Varietal, Alpaca, Gran Vino and Santa Helena. VSPT also participates in Chile and international market with vines Misiones de Rengo, Viña Mar, Casa Rivas, Leyda and Finca La Celia and Tamari in Argentina.

The joint venture in Foods Compañíbetween Quiñenco S.A. and Heineken Chile Limitada, a de Alimentos CCU S.A. ("Foods"), who participates in the business of snacks and food in Chile, sold Calaf and Natur brands to Empresas Carozzi S.A. Foods maintains its share of the brand Nutra Bien.

The detail of the described licenses appears below:

Main brands under license

Licenses

Validity Date

Amstel in Argentina (1)

July 2022

Austral (2)

July 2016

Blue Moon in Chile (3)

December 2021

Budweiser in Argentina

December 2025

Coors in Chile (4)

December 2025

Coors in Argentina (5)

December 2019

Crush, Canada Dry (Ginger Ale, Agua Tónica and Limón Soda) in Chile (6)

December 2018

Gatorade in Chile (7)

December 2018

Heineken in Bolivia (8)

December 2024

Heineken in Chile and Argentina (9)

10 years renewables

Heineken in Colombia (10)

March 2028

Heineken in Paraguay (8)

November 2022

Heineken in Uruguay (9)

10 years renewables

Nestlé Pure Life (6)

December 2017

Pepsi, Seven Up and Mirinda

December 2043

Red Bull in Argentina

December 2017

Red Bull in Chile (11)

Indefinitely

Sol in Chile and Argentina (9)

10 years renewables

Té Lipton in Chile

March 2020

Watt's (nectars, fruit-based drinks and other) rigid packaging, except carton (12)

indefinitely

(1)   After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract)company controlled by Heineken Americas B.V., each year forwith a period of 10 years, unless notice of non-renewal is given.                                

(2)   Renewable for periods of two years, subject to the compliance of the contract conditions           .                             

(3)   If Renewal criteria have been satisfied, renewable through December, 2025, thereafter shall automatically renew every year for a new term of 5 years (Rolling Contract).                                        

(4)   After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract), each year for a period of 5 years, subject to the compliance of the contract conditions.                                      

(5)   License renewable for one period of 5 years, subject to the compliance of the contract conditions.                                             

(6)   License renewable for periods of 5 years, subject to the compliance of the contract conditions.                                  

(7)   Renewable for an additional period equal to the duration of the Shareholders Agreement of Bebidas CCU-PepsiCo SpA., subject to the compliance of the contract conditions.                        

(8)   License for 10 years, automatically renewable for periods of 5 years, unless notice of non-renewal.                                            

(9)   License for 10 years, automatically renewable on the same terms (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given.                                 

(10) After the initial termination date, License is automatically renewable each year for a period of 5 years (Rolling Contract), unless notice of non-renewal is given.

(11) Indefinite contract, notice of termination 6 months in advance. The earliest possible effective date of termination is October 31, 2018.           

(12) Indefinite contract, subject to the compliance of the contract conditions                   50% equity participation.

 

The Company’s address and main office is located in Santiago, Chile, at Avenida Vitacura Nº 2670, Las Condes district and its tax identification number (Rut) is 90,413,000-1.

As of December 31, 2018 the Company had a total  8,797  employees detailed as follows:

 

Number of employes

 

Parent company

Consolidated

Senior Executives

10

14

Managers and Deputy Managers

79

420

Other workers

283

8,363

Total

372

8,797

These Consolidated Financial Statements include: Statement of Financial Position, Statement of Income, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows (direct method), and the Accompanying Notes with disclosures.

In the accompanying Statement of Financial Position, assets and liabilities that are classified as current, are those with maturities equal to or less than twelve months, and those classified as non-current, are those with maturities greater than twelve months. In turn, in the Consolidated Statement of Income, expenses are classified by function, and the nature of depreciation and personnel expenses is identified in footnotes. The Consolidated Statement of Cash Flows is presented using the direct method.

The figures in the Consolidated Statement of Financial Position and their explanatory notes are presented compared to the previous year (2017) and the Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and their explanatory notes are presented compared with 2017 and 2016.

These Consolidated Financial Statements are presented in thousands of Chilean pesos (ThCh$) and have been prepared from the accounting records of Compañía Cervecerías Unidas S.A. and its subsidiaries. All amounts have been rounded to thousand Chilean pesos, except when otherwise indicated.

 

F-10

F-11


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

The Company’s functional currency and presentation currency is the Chilean peso, except for some subsidiaries in Chile, Argentine, Uruguay, Paraguay and Bolivia that use the US Dollar, Argentine peso, Uruguayan Peso, Paraguayan guaraní and Bolivian, respectively. The functional currency of joint operations in Colombia and associates in Perú, are the Colombian peso and the Sol, respectively. However they use the Chilean peso as the presentation currency for consolidation purposes.

Subsidiaries whose functional currency is not the Chilean peso, have converted their financial statement from their functional currency to the Group’s presentation currency, which is the Chilean peso. The following exchange rates have been used: for the Consolidated Statement of Financial Position and the Consolidated Statement of Changes in Equity, net at the year-end exchange rate, and for the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income and the Consolidated Statement of Cash Flows at the transaction date exchange rate or at the average monthly exchange rate, as appropriate, with the exception of subsidiaries that operate in hyperinflationary economies (SeeNote 4 – Accounting changes).

B)Brands and licensing

In Chile, its portfolio of brands in the beer category consists of its own CCU brands, international licensing brands and distribution of Craft brands. CCU’s own brands which correspond to national products, produced, marketed and distributed by Cervecería CCU, which include the following brands, among others, Cristal, Cristal Cero 0°, Cristal Cero Radler, Escudo, Royal Guard, Morenita, Dorada, Andes, Bavaria and Stones in its Lemon, Maracuyá and Apple varieties. The international licensing brands, of which some are produced and other are imported, marketed and distributed by Cervecería CCU, include, among others, the Tecate, Coors, Heineken and Sol brands. The Craft distribution brands, which are beer that is created and produced in their original breweries and are marketed and distributed in partnership with Cervecera CCU, Austral, Kunstmann, Szot, Guayacán, D´olbek and Blue Moon beer.

In the Chile operating segment, in the non-alcoholic beverages category, CCU has the Bilz, Pap, Pop Candy, Kem, Kem Xtreme, Nobis, Cachantun, Mas, Mas Woman and Porvenir brands. In the HOD category, CCU has the Manantial brand. The Company, directly or through its subsidiaries, has licensing agreements with Pepsi, 7up, Mirinda, Gatorade, Adrenaline Red, Sobe Life Water, Lipton Ice Tea, Ocean Spray, Crush, Canada Dry Limón Soda, Canada Dry Ginger Ale, Canada Dry Agua Tónica, Nestlé Pure Life, Watt’s, Watt´s Selección and Frugo. In Chile, CCU is the exclusive distributor of the Red Bull energy drink and Perrier water. Through a joint venture it also has its own brands, Sprim and Fructus and a license for the Vivo and Caricia brands.

Aditionally, in the Chile operating segment, in the pisco and cocktails categories, CCU owns the Mistral, Campanario, Horcón Quemado, Control C, Tres Erres, Espíritu de los Andes, La Serena, Iceberg, Ruta Cocktail, Cusqueño Sour, Sol de Cuba, brands, together with the respective line extensions, as applicable. In the rum category, the Company owns the Sierra Morena (and their extensions) and Cabo Viejo brands. In the liquor category, the Company has the Fehrenberg and Barsol (quebranta grapes distillate) brands and is the exclusive distributor in Chile of Pernod Ricard whisky, vodka and others liquors in the traditional channel. Finally, in the cider category, the Company owns the Cygan brand.

In Argentina, CCU produces beer in its plants located in Salta, Santa Fé and Luján. Its main brands are Schneider, Imperial, Palermo, Bieckert, Santa Fé, Salta, Córdoba and it is the holder of exclusive license for the production and marketing of Miller, Heineken, Amstel and Sol. CCU also imports Kunstmann and Blue Moon brands, and exports beer to different countries, mainly under the Schneider, Heineken and Imperial brands. Until April, 2018 in Argentina, CCU was the exclusive license for the production and marketing of Budweiser beer (seeletter C), under this Note) and from this date CCU owns the Isenbeck, Diosa, Iguana and Báltica brands and also incorporated, in the form of exclusive licensing agreements, in its portfolio Warsteiner and Grolsch brands. Aditionally, until December 31, 2017 in Argentina, CCU was the exclusive distributor of the Red Bull energy drink. Besides, participates in the cider business, with control of Saenz Briones, marketing the leading market brands “Sidra Real”, “La Victoria” and “1888”. Also participates in the spirits business, which it market under the El Abuelo brand, in adittion of importing other liquors from Chile, as well as also sells and distributes of Eugenio Bustos and La Celia wines belonging to the bodega Finca La Celia (subsidiary in Argentina of the Chilean subsidiary Viña San Pedro de Tarapacá S.A. (VSPT)).

In Uruguay, the Company participates in the mineral water and soft drinks business with the Nativa and Nix brands, flavored waters with the Nativa brand, soft drinks with the Nix brand and nectars with Watt´s brand,inisotonic drink with the FullSport brand and energy drink with the Thor brand. In addition, it sells imported beer under the Heineken, Schneider, Imperial and Kuntsmann brands.

In Paraguay, the Company participates in the non-alcoholic and alcoholic drink business. Its portfolio of non-alcoholic brands consists of Pulp, Watt's, Puro Sol, La Fuente, Zuma and the Full Power isotonic drink. These brands include its own,licensed and imported brands. The Company in the beer business is owner of Sajonia brand and imports Heineken, Schneider, Paulaner, Sol and Kunstmann, brands.

F-11


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

 

In the Wine operating segment, through its subsidiary Viña San Pedro Tarapacá S.A. (“VSPT”), CCU produces wines and sparkling wines, which are sold in the domestic and overseas markets, exporting to more than 80 countries.The main brands of Viña San Pedro are Altaïr, Cabo de Hornos, Sideral, 1865, Castillo de Molina, Épica, 35 Sur, GatoNegro, Gato, Manquehuito and San Pedro Exportación. Viña Tarapacá’s brands include: Gran Reserva Etiqueta Azul, Gran Reserva Etiqueta Negra, Gran Reserva Etiqueta Blanca, Tarapacá Reserva, León de Tarapacá and Tarapacá Varietal. Viña Santa Helena’s brands portfolio includes: Selección del Directorio, Siglo de Oro, Santa Helena Varietal, Alpaca, Gran Vino and Santa Helena.Viña San Pedro Tarapacá S.A. is also present in the domestic and international markets with the Misiones de Rengo, Viña Mar, Casa Rivas and Leyda vineyards in Chile and with the Finca La Celia and Tamari vineyards in Argentina.

In December 2018, Viña San Pedro de Tarapacá S.A. signed an agreement to acquire a part of the Pernod Ricard wine business in Argentina. The purchase agreement, which is subject to local regulatory approval, includes the brands of Argentine wines Graffigna, Colón and Santa Silvia, which represent approximately 1.5 million cases of 9-liter wine bottles per year. Bodegas Graffigna has a winery in the province of San Juan, two fields in the same province, and a field in Mendoza.

Since November 2014, in Colombia, CCU participates in the beer business through its joint venture with Central Cervecera de Colombia S.A.S. (“CCC”). Its portfolio includes the imported Heineken brand. Its has exclusive licensing contracts for importing, distributing and producing Heineken beer in Colombia. In October 2015 Coors and Coors Light brands were incorporated to CCC’s brand portfolio through licensing contract for the production and/or marketing of those brands. As of April and July of 2016, the Tecate and Sol brands were incorporated, respectively, with a licensing contract to produce and/or market them. During April 2017 the Miller and Miller Genuine Draft (MGD) brands were incorporated with a licensing contract to produce and market them.

In Bolivia, through its subsidiary Bebidas Bolivianas BBO S.A. (BBO), the Company participates in the non-alcoholic and alcoholic beverage business since May 2014. Its portfolio of non-alcoholic brands, both owned and licensed, includes the Mendocina, Free cola, Sinalco, Real and Natur-all brands. The alcoholic brands are Real, Capital and Cordillera. In addition BBO markets imported Heineken beer.

F-12


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The described licenses are detailed as follows:

Main brands under license

Licenses

Validity Date

Aberlour, Absolut, Ballantine's, Beefeater, Blender´s Pride, Borzoi, Chivas Reagal, Cuvee MUMM, Dubonnet, Elyx, G.H. MUMM, Havana Club, Jameson, Kahlúa, Level, Long John, Longmorn, Malibu, Martell, Olmeca, Orloff, Passport, Pernod, Perrier Jouet, Ricard, Royale Salute, Sandeman, Scapa, Strathisla, The Glenlivet, Wyborowa, 100 Pipers, in Chile (1)

June 2019

Adrenaline, Adrenaline Rush (9)

February 2028

Amstel in Argentina (2)

July 2022

Austral in Chile (4)

July 2020

Blue Moon in Chile (5)

December 2021

Coors in Chile (6)

December 2025

Coors in Colombia (7)

December 2020

Crush, Canada Dry (Ginger Ale, Agua Tónica and Limón Soda) in Chile (8)

December 2023

Frugo in Chile

Indefinitely

Gatorade in Chile (9)

December 2043

Grolsch in Argentina (16)

May 2028

Heineken in Bolivia (10)

December 2024

Heineken in Chile, Argentina and Uruguay (11)

10 years renewables

Heineken in Colombia (12)

March 2028

Heineken in Paraguay

May 2023

Miller and Miller Genuine Draft in Colombia (15)

December 2026

Miller in Argentina (12)

December 2026

Nestlé Pure Life in Chile (8)

December 2022

Paulaner in Paraguay

April 2019

Pepsi, Seven Up and Mirinda in Chile

December 2043

Red Bull in Chile (13)

Indefinitely

Schneider in Paraguay

May 2023

Sol in Chile and Argentina (11)

10 years renewables

Sol in Colombia (3)

March 2028

Sol in Paraguay

January 2023

Té Lipton in Chile

March 2020

Tecate in Colombia (3)

March 2028

Warsteiner para Argentina (17)

May 2028

Watt´s in Uruguay

99 years

Watt's (nectars, fruit-based drinks and other) rigid packaging, except carton in Chile

Indefinitely

Watt's in Paraguay (14)

July 2026

(1)Renewable for periods of 3 years.
(2)After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given.
(3)

The contract will remain in effect as long as the Heineken license agreeemente for Colombia remains in force.

(4)Renewable for periods of two years, subject to the compliance of the contract conditions.
(5)If Renewal criteria have benn satisfied, renewable through December, 2025, thereafter shall automatically renew  every year for a new term of 5 years  (Rolling Contract).
(6)

After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract), each year for a period of 5 years, subject to the compliance of the contract conditions.

(7)

License renewable for one period of 5 years, subject to the compliance of the contract conditions.

(8)

License renewable for periods of 5 years, subject to the compliance of the contract conditions.

(9)

License was renewed for a period equal to the duration of the Shareholders Agreement of Bebidas CCU-PepsiCo SpA.

(10)

License for 10 years, automatically renewable for periods of 5 years, unless notice of non-renewal.

(11)

License for 10 years, automatically renewable on the same terms (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given.        

(12)

After the initial termination date, License is automatically renewable each year for a period of 5 years (Rolling Contract), unless notice of non-renewal is given.

(13)Indefinite contract, notice of termination 6 months in advance.

(14)

Sub-license is renewed automatically and successively for two periods of 5 years each, subject to the terms and conditions stipulated in the International Sub-license agreement of December 28, 2018 between Promarca Internacional Paraguay S.R.L. and Bebidas del Paraguay S.A.
(15)Distribution will begin in April 2017 and the begin of local production is estimated by October 2019.

F-13


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

(16)Till May, 2019, it shall be produced on behalf of CICSA by Cervecería Argentina SA Isenbeck and sold by Cervecería and Maltería Quilmes S.A.

(17)Till May, 2019, it shall be produced on behalf of CICSA by Cervecería Argentina SA Isenbeck and sold by Cervecería and Maltería Quilmes S.A. Prior to the expirty of its term, Parties shall negociate its continuity for five (5) more years.

C)Early termination Budweiser license

The general aspects of the transaction are described below:

a)Description of the Transaction.

According to the Material Event reported on September 6, 2017, the CMF was informed that CCU and Compañía Cervecerías Unidas Argentina S.A. (CCU-A), entity organized under the laws of the Republic of Argentina and a subsidiary of CCU, have agreed with Anheuser-Busch InBev S.A./N.V. (ABI and together with CCU-A the "Parties"), an offer letter ("Term Sheet") which, among other matters, contemplates the early termination of license agreement in Argentina for the brand "Budweiser", signed between CCU-A and Anheuser-Busch, Incorporated (today Anheuser-Busch LLC, a subsidiary of ABI) dated March 26, 2008 (the "License Agreement").

As agreed to in the Early Termination of the License Agreement (the “Transaction”), ABI directly or its subsidiaries (hereinafter together referred to as the “ABI Group”), pays to CCU-A the amount of US$ 306,000,000.

The Transaction also includes the transfer from ABI to CCU-A of: (a) ownership of the brands Isenbeck and Diosa. This does not include the production plant owned by Cervecería Argentina S.A. Isenbeck (CASA Isenbeck) located in Zárate, province of Buenos Aires, Argentina (which will continue to operate under the ownership of ABI Group), nor the contracts with its employees and/or distributors, nor the transfer of any liabilities of CASA Isenbeck; (b) the ownership of the following registered brands in Argentina: Norte, Iguana and Báltica; and (c) the obligation of ABI to make its reasonable best efforts to cause that certain international premium beer brands are licensed to CCU-A (together with the brands identified in letter (b) above and with the brand Diosa referred to as the "Group of Brands") in Argentine territory.

       In order to establish a smooth transition of the brands that are transferred by virtue of the Transaction, the Parties will enter into the following contracts (all together with the Early Termination referred to as the “Transaction”):

I.Contract by virtue of which CCU-A will produce for the ABI Group part or all of the volume of the beer Budweiser, for a period of up to one year;

II.Contract by virtue of which the ABI Group will produce for CCU-A part or all of the volume of the beer Isenbeck and Diosa for a period of up to one year;

III.Contract by virtue of which the ABI Group will produce and distribute the Group of Brands, on behalf of CCU-A, for a period of maximum three years; and

IV.Other agreements, documents and/or contracts that the Parties deem necessary for the Transaction (the “Transaction Documents”).

In summary, this agreement with ABI consists of the early termination of the license agreement of the Budweiser brand in exchange for a portfolio of brands representing similar volumes, plus different payments of up to US$ 400,000,000 before taxes, over a period of up to three years.

b)Status of the Transaction:

On March 14, 2018, CCU reported as a Material Event that CCU-A had been notified of the resolution of the Secretario de Comercio del Ministerio de Producción de la Argentina (SECOM), which, based on the favorable opinion of the Comisión Nacional de Defensa de la Competencia (CNDC), approved the Transaction. The resolution established that the Parties must submit to the CNDC, for review and approval, drafts of contracts that contained all of the terms and conditions of the Transaction (the "Contracts"). On March 16, 2018, the Parties filed the Contracts with the CNDC.

On April 27, 2018, CCU-A was notified of the resolution of the CNDC that approved the Contracts, thus fulfilling the condition established in the Term Sheet, becoming binding and therefore, the parties were legally obliged to close the Transaction. The signature of the respective contracts took place on May 2, 2018.

F-14


      As a consequence of the closing of the Transaction:

b.1)  CCU-A early terminated the license agreement with ABI in Argentina for the brand “Budweiser”.

b.2)  CCU-A received a payment from ABI of US$ 306,000,000, equivalents to ThCh$ 185,648,399 before taxes (SeeNote 30 – Other income by function).

b.3)  ABI transferred to CCU-A (i) the ownership of the Isenbeck and Diosa brands and certain assets related to said brands (not including the production plant owned by Cervecería Argentina S.A. Isenbeck, nor the contracts with its employees and/or distributors, nor the transfer of any liabilities of said entity); and (ii) ownership of the following registered trademarks in Argentina: Norte, Iguana and Báltica. The five brands mentioned above were valued at US$ 44,044,000, equivalents to ThCh$ 26,721,236 (SeeNote 17 – Intangible assets other than goodwilland Note 30 – Other income by function).

As of December 31, 20152018, the Company had a totalnet effect of 8,100 employees according to the following detail:

 

Number of employes

 

Parent company

Consolidated

Main Executives

86

400

Professionals and techniciens

252

2,138

Workers

27

5,562

Total

365

8,100

aforementioned compensations generated in the consolidated results of Compañía Cervecerías Unidas S.A. isand subsidiaries a Net income attributable to the equity holders of the parent of ThCh$ 157,358,973, shown in (SeeNote 6 – Financial information as per operating segments).

b.4)  CCU-A was granted the licenses of the Warsteiner and Grolsch brands for the Argentine territory (these brands, together with Isenbeck, Diosa, Norte, Iguana and Báltica, the “Brands”);

b.5)  CCU-A received an ABI payment of US$ 10,000,000, equivalents to ThCh$ 6,109,800, before taxes, for the production of Budweiser of one year, which will be reflected in results under Other income by function as performance obligations are met, of which as of December 31, 2018 have been recognized in Other income by function US$ 6,451,629, equivalents to ThCh$ 4,840,167; and

b.6)  CCU-A will receive from ABI annual payments of up to US$ 28,000,000, equivalents to ThCh$ 17,107,440, before taxes, for a period of up to three years, depending on the controlvolume and the timing of Inversiones y Rentas S.A. (IRSA)the transition to CCU-A of the production and/or commercialization of the Brands, which will be reflected in the results, under Net sales, Cost of sales and MSD&A, as the performance obligations are met, of which as of December 31, 2018 have been recognized in results an amount of US$ 19.802.868 , which isequivalents to ThCh$ 14,251,811.

This transaction did not result in impairment of the directproductive assets of the Company.

F-15


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

D)Direct and indirect owner of 60% of the Company shares. IRSA is currently a joint venture between Quiñenco S.A. and Heineken Chile Limitada, a company controlled by Heineken Americas B.V, each with a 50% equity participation.significant subsidiaries

 

The consolidated financial statements include the following direct and indirect significant subsidiaries where the percentage of participation represents the economic interestsinterest at thea consolidated level:

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage direct and indirect

As of December 31, 2015

As of December 31, 2014

Direct

Indirect

Total

Total

Cervecera CCU Chile Limitada

96,989,120-4

Chile

Chilean pesos

99.7500

0.2499

99.9999

99.9999

Embotelladora Chilenas Unidas S.A. (4)

99,501,760-1

Chile

Chilean pesos

97.7746

2.1592

99.9338

99.9433

Cía. Cervecerías Unidas Argentina S.A.

0-E

Argentina

Argentine pesos

-

99.9923

99.9923

99.9923

Viña San Pedro Tarapacá S.A.

91,041,000-8

Chile

Chilean pesos

-

64.6980

64.6980

64.6980

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean pesos

46.0000

34.0000

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean pesos

98.0000

2.0000

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean pesos

99.9999

0.0001

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean pesos

99.6451

0.3548

99.9999

99.9997

CRECCU S.A.

76,041,227-9

Chile

Chilean pesos

99.9602

0.0398

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean pesos

90.9100

9.0866

99.9966

99.9966

Southern Breweries Establishment

0-E

Vaduz-Liechtenstein

Chilean pesos

50.0000

49.9553

99.9553

99.9553

Comercial CCU S.A.

99,554,560-8

Chile

Chilean pesos

50.0000

49.9866

99.9866

99.9866

CCU Inversiones S.A. (1)

76,593,550-4

Chile

Chilean pesos

98.8398

1.1334

99.9732

99.9732

Millahue S.A.

91,022,000-4

Chile

Chilean pesos

99.9621

-

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (2)

76,007,212-5

Chile

Chilean pesos

-

50.0716

50.0716

50.0716

CCU Inversiones II Limitada (3)

76,349,531-0

Chile

Chilean pesos

80.0000

19.9946

99.9946

99.9946

Compañía Cervecera Kunstmann S.A.

96,981,310-6

Chile

Chilean pesos

50.0007

-

50.0007

50.0007

Inversiones INVEX TRES Limitada

76,248,389-0

Chile

Chilean pesos

99.0000

0.9884

99.9884

99.9884

Milotur S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

-

100.0000

100.0000

Coralina S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

-

100.0000

100.0000

Marzurel S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

-

100.0000

100.0000

Bebidas del Paraguay S.A. (3)

0-E

Paraguay

Paraguayan guarani

50.0050

-

50.0050

50.0050

Distribuidora del Paraguay S.A. (3)

0-E

Paraguay

Paraguayan guarani

49.9590

-

49.9590

49.9590

Bebidas Ecusa SpA. (4)

76,517,798-7

Chile

Chilean pesos

-

99.9338

99.9338

-

 

 

 

 

 

 

 

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage direct and indirect

As of December 31, 2018

As of December 31, 2017

Direct %

Indirect %

Total %

Total %

Aguas CCU-Nestlé Chile S.A.

76,007,212-5

Chile

Chilean Pesos

-

50.0917

50.0917

50.0917

Cervecera Guayacán SpA. (***) (13)

76,035,409-0

Chile

Chilean Pesos

-

25.0006

25.0006

-

CRECCU S.A.

76,041,227-9

Chile

Chilean Pesos

99.9602

0.0398

100.0000

100.0000

Cervecería Belga de la Patagonia S.A. (***)

76,077,848-6

Chile

Chilean Pesos

-

25.5034

25.5034

25.5034

Inversiones Invex CCU Dos Ltda.

76,126,311-0

Chile

Chilean Pesos

99.8516

0.1484

100.0000

100.0000

Inversiones Invex CCU Tres Ltda. (8)

76,248,389-0

Chile

Chilean Pesos

99.9999

0.0001

100.0000

100.0000

Bebidas CCU-PepsiCo SpA. (***)

76,337,371-1

Chile

Chilean Pesos

-

49.9888

49.9888

49.9866

CCU Inversiones II Ltda. (16)

76,349,531-0

Chile

US Dollar

99.7133

0.2867

100.0000

99.9999

Bebidas Carozzi CCU SpA. (***)

76,497,609-6

Chile

Chilean Pesos

-

49.9917

49.9917

49.9917

Bebidas Ecusa SpA.

76,517,798-7

Chile

Chilean Pesos

-

99.9834

99.9834

99.9834

Promarca Internacional SpA. (***)

76,574,762-7

Chile

US Dollar

-

49.9917

49.9917

49.9917

CCU Inversiones S.A. (10)

76,593,550-4

Chile

Chilean Pesos

99.0242

0.7533

99.7775

99.9733

Inversiones Internacionales SpA.

76,688,727-9

Chile

US Dollar

-

80.0000

80.0000

80.0000

New Ecusa S.A.

76,718,230-9

Chile

Chilean Pesos

-

99.9834

99.9834

99.9834

Promarca S.A. (***)

76,736,010-K

Chile

Chilean Pesos

-

49.9917

49.9917

49.9917

CCU Inversiones III SpA. (14)

76,933,685-0

Chile

US Dollar

-

99.9950

99.9950

-

Vending y Servicios CCU Ltda.

77,736,670-K

Chile

Chilean Pesos

-

99.9779

99.9779

99.9738

Inversiones Invex CCU Ltda.

78,418,890-6

Chile

US Dollar

6.7979

93.1941

99.9920

99.9905

Transportes CCU Ltda.

79,862,750-3

Chile

Chilean Pesos

98.0000

2.0000

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean Pesos

90.9100

9.0866

99.9966

99.9966

Millahue S.A.

91,022,000-4

Chile

Chilean Pesos

99.9621

-

99.9621

99.9621

Viña San Pedro Tarapacá S.A. (*) (10)

91,041,000-8

Chile

Chilean Pesos

-

82.9870

82.9870

67.1992

Manantial S.A. (2)

96,711,590-8

Chile

Chilean Pesos

-

50.5507

50.5507

50.5507

Viña Altaïr SpA. (6)

96,969,180-9

Chile

Chilean Pesos

-

82.9870

82.9870

67.1992

Cervecería Kunstmann S.A.

96,981,310-6

Chile

Chilean Pesos

50.0007

-

50.0007

50.0007

Cervecera CCU Chile Ltda.

96,989,120-4

Chile

Chilean Pesos

99.7500

0.2499

99.9999

99.9999

Embotelladoras Chilenas Unidas S.A.

99,501,760-1

Chile

Chilean Pesos

99.0670

0.9164

99.9834

99.9834

Viña Valles de Chile S.A.

99,531,920-9

Chile

Chilean Pesos

-

82.9870

82.9870

67.1992

Comercial CCU S.A.

99,554,560-8

Chile

Chilean Pesos

50.0000

49.9888

99.9888

99.9866

Viña Orgánica SPT S.A. (11)

99,568,350-4

Chile

Chilean Pesos

-

-

-

67.1992

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean Pesos

46.0000

34.0000

80.0000

80.0000

Andina de Desarrollo SACFAIMM

0-E

Argentina

Argentine Pesos

-

59.1971

59.1971

59.1970

Cía. Cervecerías Unidas Argentina S.A. (9)

0-E

Argentina

Argentine Pesos

-

99.9936

99.9936

99.9924

Compañía Industrial Cervecera S.A. (1)

0-E

Argentina

Argentine Pesos

-

99.9950

99.9950

99.9949

Finca Eugenio Bustos S.A. (4)

0-E

Argentina

Argentine Pesos

-

-

-

67.1992

Finca La Celia S.A.

0-E

Argentina

Argentine Pesos

-

82.9870

82.9870

67.1992

Los Huemules S.R.L.

0-E

Argentina

Argentine Pesos

-

74.9979

74.9979

74.9979

Sáenz Briones y Cía. S.A.I.C.

0-E

Argentina

Argentine Pesos

-

89.9150

89.9150

89.9150

Bebidas Bolivianas BBO S.A. (12)

0-E

Bolivia

Bolivians

-

51.0000

51.0000

-

International Spirits Investments USA LLC (7)

0-E

United States

US Dollar

-

80.0000

80.0000

80.0000

Inversiones CCU Lux S.à r.l. (15)

0-E

Luxemburgo

US Dollar

-

99.9999

99.9999

-

Southern Breweries C.S.C. (3)

0-E

Luxemburgo

US Dollar

37.7810

62.2141

99.9951

99.9942

Bebidas del Paraguay S.A. (5) (**)

0-E

Paraguay

Paraguayan Guaranies

-

50.0049

50.0049

50.0049

Distribuidora del Paraguay S.A. (**)

0-E

Paraguay

Paraguayan Guaranies

-

49.9589

49.9589

49.9589

Sajonia Brewing Company S.R.L. (5) (***)

0-E

Paraguay

Paraguayan Guaranies

-

25.5025

25.5025

25.5025

Andrimar S.A.

0-E

Uruguay

Uruguayan Pesos

-

99.9999

99.9999

99.9999

Coralina S.A.

0-E

Uruguay

Uruguayan Pesos

-

99.9999

99.9999

99.9999

Marzurel S.A.

0-E

Uruguay

Uruguayan Pesos

-

99.9999

99.9999

99.9999

Milotur S.A.

0-E

Uruguay

Uruguayan Pesos

-

99.9999

99.9999

99.9999

 

 

 

 

 

 

 

 

 (*)Listed company in Chile.

(**) SeeNote 1 – General Information, letter E),Subsidiaries with direct or indirect participation of less than 50%

(***) Subsidiaries in which we have an interest of more or equal than 50% through one or more subsidiaries of the Company.

 

 

F-16

F-12


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

In addition to what is shown in the preceding table, presented above, belowthe following are the percentages of participation with voting rights, in each of the subsidiaries as of December 31, 2015 and 2014, respectively.subsidiaries. Each shareholder has one vote per share which he ownsowned or represents.represented. The percentage of participation with voting rights represents the sum of the direct participation and indirect participation viathrough a subsidiary.

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage with voting rights

As of December 31, 2015

As of December 31, 2014

%

%

Cervecera CCU Chile Limitada

96,989,120-4

Chile

Chilean pesos

100.0000

100.0000

Embotelladora Chilenas Unidas S.A. (4)

99,501,760-1

Chile

Chilean pesos

99.9338

99.9444

Cía. Cervecerías Unidas Argentina S.A.

0-E

Argentina

Argentine pesos

100.0000

100.0000

Viña San Pedro Tarapacá S.A.

91,041,000-8

Chile

Chilean pesos

64.6980

64.6980

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean pesos

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean pesos

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean pesos

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean pesos

100.0000

100.0000

CRECCU S.A.

76,041,227-9

Chile

Chilean pesos

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean pesos

100.0000

100.0000

Southern Breweries Establishment

0-E

Vaduz-Liechtenstein

Chilean pesos

100.0000

100.0000

Comercial CCU S.A.

99,554,560-8

Chile

Chilean pesos

100.0000

100.0000

CCU Inversiones S.A. (1)

76,593,550-4

Chile

Chilean pesos

99.9737

99.9737

Millahue S.A.

91,022,000-4

Chile

Chilean pesos

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (2)

76,007,212-5

Chile

Chilean pesos

50.1000

50.1000

CCU Inversiones II Limitada (3)

76,349,531-0

Chile

Chilean pesos

100.0000

100.0000

Compañía Cervecera Kunstmann S.A.

96,981,310-6

Chile

Chilean pesos

50.0007

50.0007

Inversiones INVEX TRES Limitada

76,248,389-0

Chile

Chilean pesos

100.0000

100.0000

Milotur S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

100.0000

Coralina S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

100.0000

Marzurel S.A.

0-E

Uruguay

Uruguayan pesos

100.0000

100.0000

Bebidas del Paraguay S.A. (3)

0-E

Paraguay

Paraguayan guarani

50.0050

50.0050

Distribuidora del Paraguay S.A. (3)

0-E

Paraguay

Paraguayan guarani

49.9590

49.9590

Bebidas Ecusa SpA. (4)

76,517,798-7

Chile

Chilean pesos

99.9338

-

 

 

 

 

 

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage with voting rights

As of December 31, 2018

As of December 31, 2017

%

%

Aguas CCU-Nestlé Chile S.A.

76,007,212-5

Chile

Chilean Pesos

50.0917

50.0917

Cervecera Guayacán SpA. (***) (13)

76,035,409-0

Chile

Chilean Pesos

25.0006

-

CRECCU S.A.

76,041,227-9

Chile

Chilean Pesos

100.0000

100.0000

Cervecería Belga de la Patagonia S.A. (***)

76,077,848-6

Chile

Chilean Pesos

25.5034

25.5034

Inversiones Invex CCU Dos Ltda.

76,126,311-0

Chile

Chilean Pesos

100.0000

100.0000

Inversiones Invex CCU Tres Ltda. (8)

76,248,389-0

Chile

Chilean Pesos

100.0000

100.0000

Bebidas CCU-PepsiCo SpA. (***)

76,337,371-1

Chile

Chilean Pesos

49.9888

49.9866

CCU Inversiones II Ltda. (16)

76,349,531-0

Chile

US Dollar

100.0000

100.0000

Bebidas Carozzi CCU SpA. (***)

76,497,609-6

Chile

Chilean Pesos

49.9917

49.9917

Bebidas Ecusa SpA.

76,517,798-7

Chile

Chilean Pesos

99.9834

99.9834

Promarca Internacional SpA. (***)

76,574,762-7

Chile

US Dollar

49.9917

49.9917

CCU Inversiones S.A. (10)

76,593,550-4

Chile

Chilean Pesos

99.7775

99.9733

Inversiones Internacionales SpA.

76,688,727-9

Chile

US Dollar

80.0000

80.0000

New Ecusa S.A.

76,718,230-9

Chile

Chilean Pesos

99.9834

99.9834

Promarca S.A. (***)

76,736,010-K

Chile

Chilean Pesos

49.9917

49.9917

CCU Inversiones III SpA. (14)

76,933,685-0

Chile

US Dollar

100.0000

-

Vending y Servicios CCU Ltda.

77,736,670-K

Chile

Chilean Pesos

99.9779

99.9738

Inversiones Invex CCU Ltda.

78,418,890-6

Chile

US Dollar

99.9920

99.9905

Transportes CCU Ltda.

79,862,750-3

Chile

Chilean Pesos

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean Pesos

100.0000

100.0000

Millahue S.A.

91,022,000-4

Chile

Chilean Pesos

99.9621

99.9621

Viña San Pedro Tarapacá S.A. (*) (10)

91,041,000-8

Chile

Chilean Pesos

82.9870

67.1992

Manantial S.A. (2)

96,711,590-8

Chile

Chilean Pesos

50.5507

50.5507

Viña Altaïr SpA. (6)

96,969,180-9

Chile

Chilean Pesos

82.9870

67.1992

Cervecería Kunstmann S.A.

96,981,310-6

Chile

Chilean Pesos

50.0007

50.0007

Cervecera CCU Chile Ltda.

96,989,120-4

Chile

Chilean Pesos

100.0000

100.0000

Embotelladoras Chilenas Unidas S.A.

99,501,760-1

Chile

Chilean Pesos

99.9834

99.9834

Viña Valles de Chile S.A.

99,531,920-9

Chile

Chilean Pesos

82.9870

67.1992

Comercial CCU S.A.

99,554,560-8

Chile

Chilean Pesos

100.0000

100.0000

Viña Orgánica SPT S.A. (11)

99,568,350-4

Chile

Chilean Pesos

-

67.1992

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean Pesos

80.0000

80.0000

Andina de Desarrollo SACFAIMM

0-E

Argentina

Argentine Pesos

100.0000

100.0000

Cía. Cervecerías Unidas Argentina S.A. (9)

0-E

Argentina

Argentine Pesos

100.0000

100.0000

Compañía Industrial Cervecera S.A. (1)

0-E

Argentina

Argentine Pesos

100.0000

100.0000

Finca Eugenio Bustos S.A. (4)

0-E

Argentina

Argentine Pesos

-

67.1992

Finca La Celia S.A.

0-E

Argentina

Argentine Pesos

82.9870

67.1992

Los Huemules S.R.L.

0-E

Argentina

Argentine Pesos

74.9979

74.9979

Sáenz Briones y Cía. S.A.I.C.

0-E

Argentina

Argentine Pesos

100.0000

100.0000

Bebidas Bolivianas BBO S.A. (12)

0-E

Bolivia

Bolivians

51.0000

-

International Spirits Investments USA LLC (7)

0-E

United States

US Dollar

80.0000

80.0000

Inversiones CCU Lux S.à r.l. (15)

0-E

Luxemburgo

US Dollar

99.9999

-

Southern Breweries C.S.C. (3)

0-E

Luxemburgo

US Dollar

100.0000

100.0000

Bebidas del Paraguay S.A. (5) (**)

0-E

Paraguay

Paraguayan Guaranies

50.0049

50.0049

Distribuidora del Paraguay S.A. (**)

0-E

Paraguay

Paraguayan Guaranies

49.9589

49.9589

Sajonia Brewing Company S.R.L. (5) (***)

0-E

Paraguay

Paraguayan Guaranies

25.5025

25.5025

Andrimar S.A.

0-E

Uruguay

Uruguayan Pesos

99.9999

99.9999

Coralina S.A.

0-E

Uruguay

Uruguayan Pesos

99.9999

99.9999

Marzurel S.A.

0-E

Uruguay

Uruguayan Pesos

99.9999

99.9999

Milotur S.A.

0-E

Uruguay

Uruguayan Pesos

99.9999

99.9999

 

 

 

 

 

 

 (*)Listed company in Chile.

(**) SeeNote 1 – General Information, letter E),Subsidiaries with direct or indirect participation of less than 50%

(***) Subsidiaries in which we have an interest of more or equal than 50% through one or more subsidiaries of the Company.

F-17


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

The main movements in the ownership of the subsidiaries included in these consolidated financial statements are the following:

 

(1) Compañía Industrial Cervecera S.A.

On January 7, 2016, subsidiary Compañía Industrial Cervecera S.A. (CICSA), acquired 50.99% of the stock rights of Los Huemules S.R.L (LH). As a consequence of the above mentioned the shareholders of Los Huemules S.R.L. are Cervecería Kunstmann S.A. (CK) and CICSA with 49.01% and 50.99%, respectively. The final amount of this transaction was
ThCh$ 118,092. Subsequently, on March 16, 2017, the stock rights of Los Huemules S.R.L. were transferred from CICSA to CCK, leaving final interest at CICSA with 50.0001% and CCK with 49.9999%.

(2) Manantial S.A.

On January 29, 2016, subsidiaries Aguas CCU-Nestlé Chile S.A. (Aguas) and Embotelladoras Chilenas Unidas S.A. (ECUSA) acquired 48.07% and 0.92% of the shares of Manantial S.A. (Manantial) respectively, exercising the call option granted in the Shareholders’ Agreement of Manantial. As a consequence, Compañía Cervecerías Unidas S.A. is currently the indirect owner of 100% of the shares of Manantial, becoming the only direct shareholders of Manantial: (i) Aguas with 99.08% of the capital stock, and (ii) ECUSA with 0.92% of the capital stock. The total amount of this transaction was   ThCh$ 19,111,686.

(3) Southern Breweries S.C.S. (SB SCS) (Ex Southern Breweries Limited)

On August 26, 2016, subsidiaries Saint Joseph Investments Limited and South Investments Limited merged with CCU Cayman Limited, which became the legal continuer.

On the other hand, in October 2016, Southern Breweries Establishment, a subsidiary of CCU in Liechtenstein, became a stock company under the name "Southern Breweries Aktiengesellschaft" and on October 18, 2016 it was re-domiciled to the Cayman Islands. Subsequently, in November 2016, the bylaws of that company were modified and its name was changed to "Southern Breweries Limited". Finally, the aforementioned subsidiary CCU Cayman Limited merged with Southern Breweries Limited, which became the legal continuer. The transactions mentioned above had no effects on the results of the Company.

On December 7, 2018, Southern Breweries Limited (Subsidiary of CCU) was re-domicilied from Cayman Islands to Luxembourg and changed its name to Southern Breweries S.á.r.l., later and once the subsidiary was stablished in Luxembourg it was converted from S.á.r.l. to S.C.S. Finally, the Company sold one share of SB SCS to the subsidiary Inversiones CCU Lux S.á r.l. by an amount of US $ 2,600.

(4) Finca Eugenio Bustos S.A.

On December 5, 2016, the Board of Directors resolved the dissolution of Finca Eugenio Bustos S.A., which was formalized on May 18, 2018 before the Public Registry of Commerce of Argentina.

(5)Bebidas del Paraguay S.A. andSajonia Brewing Company S.R.L.

On December 29, 2016, the Company paid committed capital ofThCh$ 2,226,656 in Bebidas del Paraguay S.A. and this transaction does not change the percentage of participation.

F-18


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

As explained inNote 15 – Business combinations, on March 31, 2016, through its subsidiary Bebidas del Paraguay S.A., acquired 51% of the stock rights of paraguayan company Sajonia Brewing Company S.R.L. (formerly Artisan SRL). The amount of this transaction was ThCh$ 641,489 (equivalents to US$ 1,000,000). During 2017, the Company has determined the fair values of assets and liabilities for this business combination as follows:

Assets and Liabilities

Fair Value

ThCh$

Cash and cash equivalents

462,873

Trade and other current receivables

9,813

Inventories

19,552

Total current assets

492,238

Intangible assets other than goodwill

259,712

Property, plant and equipment (net)

79,126

Total non-current assets

338,838

Total activos

831,076

Trade and other current payables

7,063

Total current liabilities

7,063

Deferred tax liabilities

25,948

Total non-current liabilities

25,948

Total liabilities

33,011

Total Shareholders' Equity

798,065

Non-controlling interests

391,052

Net identifiable assets acquired

407,013

Goodwill

234,476

Investment Value

641,489

(6) Viña Altaïr SpA. and Viña del Mar de Casablanca S.A.

On May 31, 2017, subsidiary Viña del Mar Casablanca S.A. merged with Viña Altaïr SpA., which became the legal continuer. The transactions mentioned above had no significant effects on the results of the Company.

(7) International Spirits Investments USA LLC

On June 2017, Compañía Pisquera de Chile S.A. (CPCh), through its subsidiary International Spirits Investments USA LLC,  it incorporated in its portfolio the Peruvian brand BarSol, acquired the 40% of stock rights of Americas Distilling Investments LLC, which is the owner of the brand and productive assets in Perú.

(8) CCU Investment Limited and Inversiones Invex CCU Tres Ltda.

On October 30, 2017, subsidiary CCU Investments Limited merged with Inversiones Invex CCU Tres Ltda., which became the legal continuer. The transactions mentioned above had no effects on the results of the Company.

(9) Compañía Cervecerías Unidas Argentina S.A.

As a result of the early termination of Budweiser license, as described inNote 1 – General information, letter C), and based on the Audited Financial Statements as of and for the year ended on April 30, 2018 of the subsidiary Compañía Cervecerías Unidas Argentina S.A., on June 5, 2018, held the Ordinary and Extraordinary General Assembly of such subsidiary, agreed the distribution of dividends for a total amount of ARS 5,141,760,000 (equivalent to ThCh$ 129,858,280), according with the stock rights of their shareholders, which are domiciled in Chile, distributed to Inversiones Invex CCU Limitada the amount of ARS 4,146,778,022.40 (equivalent to ThCh$ 104,729,404 (80.65 %)) and Inversiones Invex CCU Dos Limitada the amount of ARS 994,981,977.60 (equivalent to ThCh$ 25,128,876 (19.35%)). According to the above mentioned, the distribution of dividends to the Chilean shareholders, is based on the realized result to April 30, 2018 of the subsidiary Compañía Cervecerías Unidas Argentina S.A.

F-19


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018


(10) CCU Inversiones S.A. and Viña San Pedro Tarapacá S.A. (VSPT).

 

In September and November, 2012, the Company,On December 12, 2017, CCU, through its subsidiary CCU Inversiones S.A., acquired the 2.5% of the shares of VSPT for a total amount of ThCh$ 7,800,000, equivalent to 1,000,000,000 shares. As a result of the above, the indirect participation of CCU, through CCU Inversiones S.A., exceeded two-thirds of VSPT´s shares, therefore, the provisions of article 199 bis of Law N° 18,045, the Chilean Securities Market Law (LMV) apply, which imposes the obligation to initiate, within 30 days from the date of such acquisition, a tender offer for the remaining shares (Offer) under the terms of said regulations. The price to be offered for the shares subject to the Offer was set at $ 7.8 per share. In compliance with the above, on December 27, 2017 the tender offer initiation notice was published, which period runs from December 28, 2017 until January 26, 2018, inclusive, under the terms and conditions set forth in the aforementioned regulations. On January 29, 2018, the outcome notice of the tender offer was published, acquiring CCU Inversiones S.A. an additional 10.4430% interest15.79% of said subsidiary for the amount of ThCh$ 49,222,782, equivalent to 6,310,613,119 shares, thus resulting in an 83.01% stake in VSPT.

On January 29, 2018, the Company acquired an additional 0.18% of subsidiary CCU Inversiones S.A. for an amount of ThCh$ 49,400,000, equivalent to 934,774,763 shares, thus resulting in an 99.02% stake in this subsidiary.

(11) Viña Orgánica SPT S.A.

On July 31, 2018, subsidiary Viña Orgánica SPT S.A. merged with Viña San Pedro Tarapacá S.A. for ThCh$ 12,521,899 increasing its ownership interest to 60.4488%. , which became the legal continuer and beginning from August 1, 2018. The transactions mentioned above had no significant effects on the results of the Company.

(12) Bebidas Bolivianas BBO S.A. (BBO)

On May 7, 2014, the Company acquired 34% of the stock rights of Bebidas Bolivianas BBO S.A.(BBO) a Bolivian and a closed stock company that produces soft drinks and beers in three plants located in Santa Cruz de la Sierra and Nuestra Señora de la Paz cities.

Subsequently, during 2013,on August 9, 2018, the Company acquired an additional 4.2664% interest the 17% of the shares of BBOfor an amount of
US$ 8,500,000, equivalents to ThCh$ 5,627,425 increasing its ownership interest to 64.7153%5,457,935, thus resulting in an 51% stake in BBO (see
Note 15 – Business combinations)As theThe Company has controldeterminated the fair values of assets and liabilities for this subsidiary, the difference of ThCH$ 7,254,957 and ThCh$ 2,527,217 generated between purchase price and the equity method value was recorded under the item Other reserves in Equity in 2012 and 2013, respectively.

(2) Aguas CCU-Nestlé S.A.

On December 24, 2012, the Company, through the subsidiary Aguas CCU-Nestlé S.A., acquired 51.01% of shares of Manantial S.A. for ThCh$ 9,416,524. Manantial S.A. isa Chilean company that specializes in purified water in bottlesfor home and office, use through dispensers referred to internationallybusiness combinations as HOD (Home and Office Delivery). Subsequently, on June 7, 2013, the Company paid the outstanding balance of ThCh$ 1,781,909.follows:

 

 

Assets and Liabilities

Fair Value

ThCh$

Total current assets

3,942,346

Total non-current assets

22,748,015

Total Assets

26,690,361

Total current liabilities

5,393,779

Total non-current liabilities

8,854,809

Total liabilities

14,248,588

Net identifiable assets acquired

12,441,773

Non-controlling interests

(6,096,469)

Goodwill

10,376,570

Investment value

16,721,874

 

As a result of the previously mentioned fair values intangibles and goodwill have been generated, which are exposed inNote 17 – Intangible assets other than goodwilland Note 18 – Goodwill.

On September 20, 2018, the Company paid committed capital of US$ 1,530,029 (equivalent toThCh$ 1,044,688) in BBO, since both partners concurred with the same capital contributions, the percentages of participation were maintained.

(13) Cervecera Guayacán SpA.

On August 31, 2018, the subsidiary Cervecería Kunstmann S.A. (CK) acquired an additional 30.0004% of the stock rights of Cervecera Guayacán SpA. for an amount of ThCh$ 361,560, equivalent to 39,232 shares and the subscription and payment

F-20

F-13


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

of ThCh$ 470,711, equivalent to 49,038 shares. As a consequence above mentioned CKhas the 50.0004% stake in Cervecera Guayacán SpA. (see(3)Note 15 – Business combinations). The Company has determinated the fair values of assets and liabilities for this business combination as follows:

Assets and Liabilities

Fair Value

ThCh$

Total current assets

507,149

Total non-current assets

1,355,220

Total Assets

1,862,369

Total current liabilities

238,265

Total non-current liabilities

306,828

Total liabilities

545,093

Net identifiable assets

1,317,276

Non-controlling interests

(658,633)

Goodwill

456,007

Investment value

1,114,650

As a result of the previously mentioned fair values intangibles and goodwill have been generated, which are exposed inNote 17 – Intangible assets other than goodwilland Note 18 – Goodwill.

(14) CCU Inversiones III SpA.

On september 13, 2018, the subsidiary Southern Breweries S.C.S. (ex Southern Breweries Limited) incorporated the company CCU Inversiones III SpA. in Chile, whose purpose will be to make all kinds of investments, in any type of goods, foreign currency, financial instruments and commercial paper, including shares or social rights in companies incorporated in Chile or abroad, among others.

(15) Inversiones CCU Lux S.á r.l.

On November 13, 2018,  the subsidiary Inversiones CCU Lux S.á r.l. was created in Luxembourg, where the subsidiary CCU Inversiones II Ltda. made the total stock payment of Euros 12,000 (12,000 shares), equivalent to ThCh$ 9,252.

(16) CCU Inversiones II Limitada

On December 17, 2018, the Company made a capital contribution to the subsidiary CCU Inversiones II Ltda., through the shareholding contribution of the Bolivian subsidiary, Bebidas Bolivianas BBO S.A. for an amount of
US$ 40,294,696, equivalents to ThCh $ 27,659,891.

E)Subsidiaries with direct or indirect participation of less than 50%

 

As explainedThese Consolidated Financial Statements incorporate as a subsidiary to Distribuidora del Paraguay S.A., a company inNote 20, the Company participates which we have a total participation of 50% of shares of Central Cervecera de Colombia S.A.S.49.9589%.

 

As explained inNote 8, during December 2013, the Company acquired 50.005% and 49.959% of the stock of Bebidas del Paraguay S.A. (BdP) and Distribuidora del Paraguay S.A., respectively. This transaction allows (DdP) are considered to be one economic group that shares their operational and financial strategy, leaded by the Company, participates insame management team that seeks compliance with the beerstrategic plan defined simultaneously for both entities. Additionally BdP produces different brands owned by it. DdP is its sole and exclusive customer, which is responsible for the distribution business, and production and marketing of non-alcoholic drinks, watersBdP’s products. The administrative and nectars. The total amountcommercial integration added to its operational and financial dependence of DdP explain the reason why BdP proceeds to present this transaction was ThCh$ 11,254,656. Subsequently, on June 9, 2015, the Company paidentity as a committed capitalsubsidiary of ThCh$ 7,414,290.CCU.

 

(4) Embotelladoras Chilenas Unidas S.A.F-21


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

On November 16, 2015,formed a new company called Bebidas ECUSA SpA.,where the subsidiary Embotelladoras Chilenas Unidas S.A. has the 99.9338% of participation. The purpose of this companyis the distribution, transport, import, export and marketing in general, on all types of soft drinks.

F) Below we briefly describe the companies that qualify as joint operations:

 

(a)Promarca S.A.

 

Promarca S.A. is a closed stock company with itswhose main activity beingis the acquisition, development and administration of trademarks and their corresponding licenseslicensing to their operators.

 

OnDecember 31, 2015,2018, Promarca S.A. recorded a profit of ThCh$ 4,708,3184,581,922 (ThCh$ 4,646,6204,524,117 in 20142017 and ThCh$ 4,540,3354,812,696 in 2013)2016), which in accordance with the Company´sCompany’s policies is 100% distributable.

 

At the Extraordinary Shareholders’ Meetings of Promarca S.A. held on June 2016, the shareholders agreed to increase paid-in capital (jointly the "Capital Increase"). The Capital Increase was subscribed in equal parts by subsidiary New Ecusa S.A. and Watt’s Dos S.A., the only shareholders, who maintained their current 50% interest, through a contribution of ThCh$ 8,199,240 and 100% of the shares of Promarca Internacional SpA (whose line of business is the exploitation and development of the Watt’s brands in Argentina, Paraguay, Uruguay and Bolivia). As of June 2016, Promarca Internacional SpA. became a wholly owned subsidiary of Promarca S.A. During June 30, 2016, the fair values of the assets and liabilities of Promarca Internacional SpA. were determined, as follows:

Assets and Liabilities

Fair Value

ThCh$

Intangible assets other than goodwill

11,229,149

Total non-current assets

11,229,149

Total Assets

11,229,149

Deferred tax liabilities

3,029,909

Total current liabilities

3,029,909

Net identifiable assets acquired

8,199,240

Amount paid

8,199,240

As a result of the previously mentioned fair values and in accordance with rights of Promarca S.A. in the joint venture, intangibles have been generated in the amount of ThCh$ 5,614,575, which are described inNote 17 – Intangible assets other than goodwill.

(b) Compañía Pisquera Bauzá S.A.

 

On December 2, 2011, the subsidiary Compañía Pisquera de Chile S.A. (CPCh) signed a license agreement for the commercializationmarketing and distribution of the piscoPisco Bauzá brand Bauzá in Chile. In addition, this transaction included the acquisition by CPCh of 49% of Compañía Pisquera Bauzá S.A. (CPB), owner of the Bauzá brand Bauzá in Chile. The Bauzá family Bauzá ownsmaintains 51% ownership of that company and all of its productive assets, thereby continuing the linkwhich will continue to be associated to the production of piscoPisco Bauzá maintaining its quality, origin and premium character..

 

On January 7, 2016, CPCh sold its 49% interest to Agroproductos Bauzá S.A. (Agroproductos Bauzá). SeeNote 14- Non-current assets of disposal groups classified as held for sale.

(c) Bebidas CCU-Pepsico SpA.(BCP)

The line of business of this company is manufacture, produce, process, transform, transport, import, export, purchase, sell and in general market all types of concentrates.

On December 31, 2015, CPB2018, BCP recorded a profit of ThCh$ 82,6631,137,233 (ThCh$  109,2071,078,916 in 20142017 and ThCh$  133,6351,066,005 in 2013)2016), which in accordance with the Company´sCompany’s policies is 100% distributable.

 

At the end of December 31, 2015 this joint operation was classified to Assets of disposal group held for sale (seeNote 25).

(c) Bebidas CCU-Pepsico SpA.

On October 23, 2013, a new company called Bebidas CCU-PepsiCo SpA (BCP) was incorporated, which is defined as an joint operation, where the subsidiary Embotelladoras Chilenas Unidas S.A. has the 50% of participation. The capital of this entity amounts to ThCh$ 1,000. The purpose of this company is the manufacture, production, processing, transformation, transport, import, export, purchase, sale and in general comercialization of all type of concentrates. Its operations commencedonJanuary 1, 2014.

On December 31, 2015, BCP recorded a profit of ThCh$ 802,418 (ThCh$ 789,648 in 2014), which in accordance with the Company´s policies is 100% distributable.

(d) Bebidas Carozzi CCU SpA.(BCCCU)

 

On November 26, 2015, the Company, through its subsidiary ECCUSA, entered into a joint arrangement that qualifies as a joint operation, in the company called Bebidas Carozzi CCU SpA. (BCCCU). CCU and Empresas Carozzi S.A. participate as only shareholders in equal parts. The purpose of this company is the production, marketing and distribution of instant beverage powder drinks in the national territory. The total disbursement by ECCUSA in this transaction was an amount

On December 31, 2018, BCCCU recorded a profit of ThCh$ 211,263,169 (ThCh$ 2,278,345 in 2017 and ThCh$ 797,268  in 2016),846,500 (seeNote 19). Its operations commenced on December 1, 2015. which in accordance with the Company’s policies is 100% distributable.

 

F-22

F-14


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

On December 31, 2015, BCCCU recorded a profit of ThCh$ 402,228, which in accordance with the Company´s policies is 100% distributable.

The companies mentioned above (letter a) to d)) meet the conditions stipulated in IFRS 11 to be considered "joint operations", assince the primary assets in both entities are trademarks, the contractual arrangements establishes that the parties to the joint arrangement share all interests in the assets relating to the arrangement in a specified proportion and their income is 100% royaltyfrom royalties charged to the joint operators fromfor the sale of products using these trademarks.

 

Note 2Summary of significant accounting policies

 

 Significant accounting policies adopted for the preparation of these consolidated financial statements are described below:

2.1        Basis of preparation

 

The accompanying consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB), which have been applied uniformly toconsistently in the periodsyears presented.

The consolidated financial statements cover the following periods: Statement of Financial Position as ofDecember 31, 2015, 2014 and January 1, 2014, Statement of changes in Equity, Statement of Income, Statement of Comprehensive Income and Statement of Cash Flow Except for the years ended December 31, 2015, 2014 and 2013.standards included in

The amounts shown inNote 4 - Accounting Changes, which explains the attached financial statements are expressed in thousandstreatment that was applied for each of Chilean pesos, which is the Company’s functional currency. All amounts have been rounded to thousand pesos, except when otherwise indicated.them.

 

The consolidated financial statements have been prepared on thea historical basis, as modified by the subsequent valuation of financial assets and financial liabilities (including derivative instruments) at fair value through profit and loss.value.

 

The preparation of the consolidated financial statementsConsolidated Financial Statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires that management uses its professional judgment in the process of applying the Company’s accounting policies. SeeNote 3- Estimates and application of professional judgment for disclosure of significant accounting estimates and judgments.

All IFRS standards, amendments and enhancements whose adoption was required by January 1, 2018, have been adopted by the Company, without significant impacts on the financial statements as of December 31, 2018, including what is mentioned inNote 4 – Accounting changes for IFRS 9 and IFRS 15.

 

At the date of issuance of these consolidated financial statements the following Standards, Amendments, Improvements and Interpretations to existing IFRS standards have been published. published to existing standards that have not taken effect and that the Company has not adopted in advance.

These standardstandards are required to be applied as following:by the following dates:

F-15


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

 

NewNext Standard Improvements and Amendments

Mandatory for years beginning in:

IFRS 14

Regulatory deferral accounts

January 1, 2016

Amendment IFRS 11

Accounting for acquisitions of interests in joint operations

January 1, 2016

Amendments to IAS 16 and IAS 3812

Clarification of Acceptable Methods of Depreciation and AmortisationIncome taxes.

January, 1, 20162019

Amendments to IAS 16 and IAS 41 (1)19

Agriculture: bearer plantsEmployees benefits.

January, 1, 20162019

AmendmentAmendments to IAS 2723

Equity method in separate financial statementsBorrowing costs.

January, 1, 20162019

IFRS 5 Improvement

Changes in methods of disposal

January 1, 2016

IFRS 7 Improvement

Servicing contracts - applicability of the amendmentsAmendments to IFRS 7 to condensed interim financial statements

January 1, 2016

IAS 19 Improvement

Discount rate: regional market issue

January 1, 2016

IAS 34 Improvement

Disclosure of information elsewhere in the interim financial report

January 1, 2016

Amendment IFRS 10 , IFRS 12 and IAS 28

Investment Entities: Applying the Consolidated Exceptionin Associates and Joint Ventures.

January, 1, 20162019

AmendmentAmendments to IAS 1 and IAS 8

Disclosure initiativePresentation of Financial Statements and Accounting Policies, Changes in Accounting Estimates and Errors.

January, 1, 20162020

Amendment IAS 12Amendments to IFRS 3

Recognition of deferred tax assets for unrealized lossesBusiness combination.

January, 1, 20172019

Amendments to IFRS 9

IAS 39 replacementFinancial Instruments.

January, 1, 20182019

Amendments to IFRS 1511

Revenue from contracts with customersJoint arrangements.

January, 1, 20182019

Amendments to IFRS 3

Definition of a Business.

January, 1, 2020

IFRS 16

LeasesLeases.

January, 1, 2019

IFRS 17

Insurance Contracts.

January, 1, 2021

IFRIC 23

Uncertainty over Income Tax Treatments.

January, 1, 2019

 

 

 

 

(1)  As explained inNote 4, the Company has early adopted the amendment IAS 16 and IAS 41.

 

F-23


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The Company estimates that the adoption of these new Standards, Improvements, Amendments and Interpretations as describedmentioned in the table above will not have a material impact on the consolidated financial statementsConsolidated Financial Statements upon initial application, except by the application of IFRS 16, Standards for which the Company has performed the following analysis:

Nature of the change:

-

The Company at the date of issuance of these Consolidated Financial Statements have not apply of standard IFRS 16, this standard will apply the annual period since January 1, 2019, date from its mandatory adoption.

-

This standard requires that the lease contracts currently classified as operational, with maturities greater than 12 months, have an accounting treatment similar to financial leases. In general terms, this means that an asset must be recognized for the right-to-use the assets subject to operational lease contracts and a liability, equivalent to the present value of the payments associated with the contract. As for the effects on the result, the monthly lease payments will be replaced by the depreciation of the asset and the recognition of a financial expense. If the case of the lease modifications such as lease value, term, index of readjustment, associated interest rate, etc., the lessee will recognize the amount of the new measurement of the lease liability as an adjustment to the asset for the right-to-use.

-

The only exceptions are short-term and low-value leases in accordance with the IFRS 16.

Evaluation methodology:

-

The Company has carried out a survey of lease agreements in accordance with the guidelines provided by IFRS 16.

-

The information has been standardized according to the main characteristics of each contract, such as: description, contract payment flows, start and end date of the contract, term, renewal method, currency, readjustability index, among others.

-

The current value of the obligations has been determined based on the payment flow of each of the contracts, discounting these at the implicit rate associated with them and in the case of not having it, at the average indebtedness rate that the Company would obtain by requesting financing from banking institutions of each economic environment in which the Company operates.

Impacts:

For lease commitments whose analysis is within the scope of IFRS 16, the Company estimates to recognize assets for right of use and an lease liability for an amount of approximately ThCh$22,627,871as of January 1, 2019.

Adoption of IFRS16

The Company will apply the simplified transition approach and will not restate the comparative amounts for the IFRS 15, IFRS 16 and the Amendment of IAS 12, because the Company is in the process of analysis of the possible impact.year 2018.

 

2.2        Basis of consolidation

 

Subsidiaries

 

Subsidiaries are the entities over which the Company is empoweredhas power to direct their financial and operationaloperating policies, which generally is generally the result of ownership of overmore than half of the voting rights. Subsidiaries are consolidated as from the date on which control was obtained by the Company, and they are excluded from consolidation as of the date the Company loses such control.

 

The acquisition method is used for the accounting of acquisition of subsidiaries. The acquisition cost is the fair value of the assets delivered, of the equity instruments issued and of the liabilities incurred or assumed as of the exchange date. The identifiable assets acquired, as well as the identifiable liabilities and contingencies assumed in a business combination are initially valued at their fair value on the acquisition date, independently fromregardless the scope of minority interests.Goodwillinterests.Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as income.

 

F-24


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Joint operations

 

As explained inNote 11- General information, in thosefor the joint arrangements that qualify as joint operations, the Company recognisesrecognizes its share of the assets, liabilities gains (losses) from operational activitiesand income in respect ofto its interest in the joint operations in accordance with IFRS 11.

 

Intercompany transaction

 

Intercompany transactions, balances and unrealized gains from transactions between the Group’sCompany’s entities are eliminated duringin consolidation. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Whenever necessary, the subsidiaries accounting policies of subsidiaries are amended to ensure uniformity with the policies adopted by the Company.

 

F-16


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Non-controlling Interest

 

The non-controllingNon-controlling interest is presented in the Equity section of the StatementConsolidated Stament of Financial Position. The net income attributable to equity holder of the parent and the non-controlling interest are each disclosed separately in the Consolidated Statement of Income after net income.

 

Investments accounted byfor using the equity method

 

Joint ventures and associates

 

The Company maintains investments in joint arrangements that qualify as joint ventures, which correspond to a contractual agreement by which two or more parties carry out an economic activity that is subject to joint control, and normally involves the establishment of a separate entity in which each party has a share based on a shareholders’ agreement. In addition, the Company maintains investments in associates which are defined as those entities thatin which the investor hasdoes not have significant influence and isare not a subsidiary or is a joint venture.

 

The Company accounts for its participation in joint arrangementarrangements that qualify as joint ventures and in associates using the equity method. The financial statements of the joint venturesventure are prepared for the same year, under accounting policies consistent with those of the Company. Adjustments are made to conformagree any difference in accounting policies that may exist towith the Company´sCompany’s accounting policies.

 

Whenever the Company contributes or sells assets to the companies under joint control or associate,associates, any part of the income or loss originated byarising from the transaction is recognized based on how the asset is realized. WheneverWhen the Company purchases assets of suchfrom those companies, it does not recognize its share in the income or loss of the joint venture as regardsin respect to such transaction until the asset is sold or realized by the joint venture.realized.

2.3        Financial information as per operating segments

 

The Company has defined three operating segments which are essentially defined with respect to its revenues in the geographic areas of commercial activity: 1.- Chile, 2.- International business and 3.- Wine.

 

These operating segments mentioned are consistent with the way the Company is managed and how results will be reported by CCU. These segments reflect separate operating results which are regularly reviewed by each segment chief operating decision maker in order to make decisions about the resources to be allocated to the segment and assess its performance(SeeNote 7)6 - Financial information as per operating segment).

 

The segments performance is measured according to several indicators, of which OR (Operating(Adjust Operating Result), OR before Exceptional Items (EI), ORBDA (Operating(Adjust Operating Result Before Depreciation and Amortization), ORBDA before EI, ORBDA margin (ORBDA’s % of total revenues for the operating segment), the volumes and Net sales. Sales between segments are conducted using terms and conditions at current market rates.

 

The Company defined the Adjusted Operating Result as the IncomesNet incomes (losses) before Other gains (losses), Net financial cost, Equity and income from joint ventures and associates, Foreign currency exchange differences, Results as per adjustment units and Income tax, and the ROADA,ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.

F-25


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

MSD&A, included Marketing, Selling, Distribution and Administrative expenses.

 

Corporate revenues and expenses are presented separately within the Other segment.other.

2.4        Foreign currency and unidad de fomento (Adjustment unit)sdjustment units

 

Presentation and functional currency

 

The Company uses the Chilean peso ($(Ch$ or CLP) as its functional currency and for the presentation of its financial statements. The functional currency has been determined considering the economic environment in which the Company carries out its operations and the currency in which the main cash flows are generated. The functional currency of the Argentine,Argentinian, Uruguayan and Paraguayan subsidiaries is the Argentine peso,Peso, Uruguayan pesoPeso, Paraguayan Guarani and Paraguayan guarani,Bolivian, respectively. The functional currency of the joint venture an associates in Colombia and Bolivia areis the Colombian peso and Boliviano, respectively.Peso.

 

F-17


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Transactions and balances

 

Transactions in foreign currencies and adjustment units (“Unidad de Fomento” or “UF”) are initially recorded at the exchange rate of the corresponding currency or adjustment unit as of the date on which the transaction occurs. The Unidad de Fomento (UF) is a Chilean inflation-indexed peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month’s inflation rate. At the close of each Consolidated Statement of Financial Position, the monetary assets and liabilities denominated in foreign currencies and adjustment units are translated into Chilean pesos at the exchange rate of the corresponding currency or adjustment unit. The exchange difference arising, both from the liquidation of foreign currency transactions, as well as from the valuation of foreign currency monetary assets and liabilities, is included in statement of income, in Foreign currency exchange differences, while the difference arising from the changes in adjustment units are recorded in the statement of income as Result as per adjustment units.

 

For consolidation purposes, the assets and liabilities of the subsidiaries whose functional currency is different from the Chilean peso and not operating in countries whose economy is considered hyperinflationary, are translated into Chilean pesos by using the exchange rates valid as ofprevailing at the date of the consolidated financial statements, and theConsolidated Financial Statements while exchange differences originated by the translationconversion of the assets and liabilities, are recorded in Equityunder Reserve under the Currency Translation Reserves item. The incomeof exchange differences on translation within Other equity reserves. Incomes, costs and expenseexpenses are translated at the average monthly average exchange rate for the corresponding terms as differences since thererespective fiscal years. These exchange rates have not beensuffered significant fluctuations in the exchange rates during each month.these months.

 

The results and financial situation in CCU Group's entities, which have a functional currency different from the presentation currency, being their functional currency the currency of a hyperinflationary economy (as the case of subsidiaries in Argentina as from 1 July 2018 as described inNote 4 – Accounting changes), are converted into the presentation currency as established in IAS 21 and IAS 29. The comparative figures, as the Group's presentation currency is the currency of a non-hyperinflationary economy, are not changed with respect to those that were presented as current amounts of year in question, within the Financial Statements of the preceding period, that is, these amounts are not adjusted for subsequent changes that have occurred in the price level or exchange rates.

F-26


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The exchange rates of the primary foreign currencies, and adjustment units and index used in the preparation of the consolidated financial statements as ofDecember 31, 2015, 2014 and 2013are detailed as follows:

 

Chilan Pesos as per unit of foreign currency or adjustable unit

As of December 31, 2015

As of December 31, 2014

As of December 31, 2013

Ch$

Chilean Pesos as per unit of foreign currency or adjustable unit

Chilean Pesos as per unit of foreign currency or adjustable unit

As of December 31, 2018

As of December 31, 2017

As of December 31, 2016

Ch$

Foreign currencies

 

 

 

 

US Dollar

USD

 

710.16

606.75

524.61

USD

 

694.77

614.75

669.47

Euro

EUR

 

774.61

738.05

724.30

EUR

 

794.75

739.15

705.60

Argentine Peso

ARG

 

54.46

70.96

80.45

ARS

 

18.43

32.96

42.13

Uruguayan Peso

UYU

 

23.71

24.90

24.49

UYU

 

21.44

21.34

22.82

Canadian Dollar

CAD

 

509.62

491.05

498.38

Sterling Pound

GBP

 

1,053.02

944.21

866.41

GBP

 

882.36

832.09

826.10

Paraguayan guarani

PYG

 

0.12

0.13

0.11

Paraguayan Guarani

PYG

 

0.12

0.11

0.12

Bolivians

BS

 

103.67

88.45

76.47

BOB

 

101.28

89.61

97.59

Colombian peso

COP

 

0.22

0.25

0.27

Adjustment Units

 

 

 

 

Unidad de fomento*

UF

 

25,629.09

24,627.10

23,309.56

Colombian Peso

COP

 

0.21

0.21

0.22

Adjustment units

 

 

 

 

Unidad de fomento (*)

UF

 

27,565.79

26,798.14

26,347.98

Unidad de indexada (**)

UI

 

86.19

79.62

80.15

 

 

 

 

 

 

 

 

 

*(*) The Unidad de Fomento (UF) is a Chilean inflation-indexed, Chilean peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month´s inflation rate.

(**) The Unidad Indexada (UI) is a Uruguay inflation-indexed, Uruguayan peso-denominated monetary unit. The UI rate is set daily in advance based on changes in the previous month´s inflation rate.

Index used in hyperinflationary economies

As of December 31, 2018

As of December 31, 2017

As of December 31, 2016

 
 

Argentina Consumer Price Index

 

 

               183.13

               124.80

               100.00

 

Index percentage variation of Argentina Consumer Price Index

 

 

47.5%

24.8%

                     -  

 

 

 

 

 

 

 

 

2.5        Cash and cash equivalents

 

Cash and cash equivalents includes available cash, available, bank balances, time deposits at financial entities, investments in mutual funds and financial instruments acquired under re-saleresale agreements, as well as highly liquid short-term investments, withall at a high liquidity,fixed interest rate, normally with an original maturity of up to three months.

 

2.6        Other finantialfinancial assets

 

Other financial assets include money market securities, derivativesderivative contracts and time deposits at financial entities with a maturity overmaturing in more than 90 days.

 

 

2.7Financial instruments

IFRS 9 – Financial instruments, replaces the IAS 39 – Financial instruments, for the annual periods beginning on January 1, 2018 and which brings together three aspects of accounting and which are: classification and measurement; impairment and hedge accounting.

F-27

F-18


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

2.7Financial instruments

Financial assets

 

The Company recognizes a financial asset in its Consolidated Statement of Financial Position according to the following:as follows:

 

As of the date of the initial recognition, Managementmanagement classifies its financial assetsassets: (i) at fair value through profit and loss (ii) Trade and (ii) collectible creditsother current receivables and accounts, depending(iii) hedging derivatives. The classification depends on the purpose for which the financial assets were acquired. For those instruments not classified at fair value through income,Income, any cost attributable to the transaction is recognized as part of the assetasset’s value.

 

The fair value of the instruments that are actively quotedtraded in formal markets is determined by the quotedtraded price as ofon the financial statement closing date. For those investments without an active market, the fair value is determined using valuation techniquetechniques including (i) the use of recent market transactions, (ii) references to the current market value of another financial instrument of similar characteristics, (iii) discounted cash flowflows and (iv) other valuation models.

 

After the initial recognition, the Company values the financial assets as described below:

 

Accounts receivableTrade and other current receivables

 

Trade receivable credits or accounts are recognized according to their invoice value.

 

The Company purchases credit insurance covering approximately 90% and 99% of individually significant accounts receivable balances for the domestic market and the international market, of total trade receivable, respectively, net of a 10% deductible.

An impairment of accounts receivable balances is recorded when there is an objective evidence that the Company not will be capable to collect amounts according to the original terms. Some indicators that an account receivable has impairment are the financial problems, initiation of a bankruptcy, financial restructuring and age of the balances of our customers.

Estimated losses from bad debts are determined by applying differentiated percentages, taking into account maturityis measured in an amount equal to the "expectations of credit losses", using the simplified approach established in IFRS 9 and in order to determine whether or not there is impairment from portfolio, a risk analysis is carried out according to the historical experience (three years) on the uncollectability, which is adjusted according to macroeconomic variables, in order to obtain sufficient prospective information for the estimation and considering other factors of aging until reaching 100% of the balance in most of the debts older than 180 days, with the exception of those cases that in accordance with current policies, losses are estimated due to partial deterioration based on a case by case analysis. Additionally, the company maintains credit insurance for individually significant accounts receivable. Impairment losses are recorded in the Consolidated Statemet of Income in the period incurred.

 

Current trade receivable credits and accounts are initially recognized at their nominal value and are not discounted because they do not differ significantly from their fair value. The Company has determined that the calculation of the amortized cost is not materially different from the invoiced amount because the transactions do not have significant associated costs.

 

Financial liabilities

 

The Company recognizes a financial liability in its Consolidated Statement of Financial Position according to the following:as follows:

 

DebtsInterest-bearing loans and financial liabilities that accrue interestsobligations

 

LoansInterest-bearing loans and financial obligations accruing interest are initially recognized at the fair value of the resources obtained, less incurred costs incurredthat are directly attributable to the transaction. After initial recognition, interest-bearing loans and obligations accruing interest are measured at their amortized cost. The difference between the net amount received and the value to be paid is recognized in the Consolidated Statement of Income duringover the term of the loan, using the effective interest rate method.

 

Interest paid and accrued related to debtsloans and obligations used in a financingto finance its operations appearare presented under financial cost.finance costs.

LoansInterest-bearing loans and obligations accruing interest with a maturitymaturing within twelve month periodmonths are classified as current liabilities, unless the Company has the unconditional right to defer the payment of the obligation for at least a twelve month periodmonths after the financial statement closing date.date of the Consolidated Financial Statement.

 

 

F-28

F-19


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Trade accounts payable and other payables

 

Accounts payableTrade and other accounts payablepayables are initially recognized at their nominal value because they do not differ significantly from their fair value. The Company has determined that no significant differences exist between the carrying value and amortized cost using the effective interest rate method.

 

Derivative Instruments

 

All derivative financial instruments are initially recognized as of the date of the agreement and subsequently measured at their fair value as of the date of the financial statements.derivative contract and subsequently re-measured at their fair value. Gains and losses resulting from fair value measurement are recorded in the Consolidated Statement of Income as gains or losses due to fair value of financial instruments, unless the derivative instrument qualifies is designated and is effective as a hedging instrument.

 

The Financial Instruments at fair value through profit and loss include financial assets classified as held for trading and financial assets which have been designated as such by the Company. Financial assets are classified as held for trading when acquired withfor the purpose of selling them within ain the short term. DerivativeThe fair value of derivative financial instruments are classified as heldthat do not qualify for trading unless they are classified as hedge instruments.accounting is immediately recognized in the consolidated statement of income under Other gains (losses).  The fair value of these derivatives is recorded under Other financial assets and Other financial liabilities.

 

Derivative instruments classified as hedges are accounted for as cash flow hedges.

 

In order to classify a derivative as a hedging instrument for accounting purposes, the Company documents (i) as of the transaction date or at designation time, the relationship or correlation between the hedging instrument and the hedged item, as well as the risk management purposes and strategies, (ii) the assessment, both at designation date as well as on a continuing basis, whether the derivative instrument used in the hedging is highly transaction effective to offset changes in fair value or in theinception  cash flows of the hedged item. A hedge is considered effective when changes in the fair value or in the cash flows of the underlying directly attributable to the risk hedged are offset with the changes in fair value, or in the cash flows of the hedging instrument with effectiveness between 80% to 125%. See Note 4 - Accounting changes.

 

The total fair value of a hedging derivatives arederivative is classified as assets or financial liabilities in Other non-current if the maturity of the hedged item is more than 12 months and as other assets or current liabilities if the remaining maturity of the hedged item is less than 12 months. The effect on resultsineffective portion of these instruments can be viewed in Other gains (losses) of the Consolidated Statements of Income. The effective portion of the change in the fair value of derivative instruments that are designated and qualified as cash flow hedges are initially recognized in Cash Flow Hedge Reserve in a separate component of Equity. The income or loss related to the ineffective portion is immediately recognized in the Consolidated Statement of Income. The amounts accumulated in Equity are reclassified in Income during the same period in which the corresponding hedged item is reflected in the Consolidated Statement of Income. When a cash flow hedge ceases to comply with the hedge accounting criteria, any accumulated income or loss existing in Equity remains in Equity and is recognized when the expected transaction is finally recognized in the Consolidated Statement of Income. When it is estimated that an expected transaction will not occur, the accumulated gain or loss recorded in Equity is immediately recognized in the Consolidated Statement of Income.

 

Derivative instruments are classified as held for trading unless they are classified as hedge instruments.

Deposits for returns of bottles and containers

 

Deposits for returns of bottles and containers corresponds to the liabilities registered by the guarantees of money received from customers for bottles and containers placed at their disposal and represents the value that will be returned to the customer when it returns the bottles to the Company in good condition along with the original document.invoice. This value is determined by the estimation of the bottles and containers in circulation that are expected to be returned to the Company in the course of time based on the historic experience, physical counts held by clients and independent studies over the quantities that are in the hands of end consumers, valued at the average weighted guarantees for each type of bottles and containers.

 

The Company does not intend to make significant repayment of these deposits within the next 12 months. Such amounts are classified within current liabilities, under the line Other financial liabilities, since the Company does not have the legal ability to defer this payment for a period exceeding 12 months. This liability is not discounted, since it is considered a payable on demand, with the original documentinvoice and the return of the respective bottles and containers and it does not have adjustability or interest clauses of any kind in its origin.

 

 

F-29

F-20


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

2.8         Financial asset impairment

 

AtAs of each financial statement date the Company assesses ifwhether a financial asset or financial group of financial assets is impaired.

 

The Company assesses impairment of accounts receivable collectively by grouping the financial assets according to similar risk characteristics, which indicate the debtor’s capacity to comply with their obligations under the agreed upon conditions. When there is objective evidence that a loss due to impairment has been incurred in the accounts receivable, the loss amount is recognized in the Consolidated Statement of Income, as Administrative expenses.

 

In the event that during subsequent periodsIf the impairment loss amount decreases during subsequent periods and such decrease maycan be objectively related to an event occurringoccurred after impairment recognition of the impairment, lossthe previously recognized impairment loss is reversed.

 

Any subsequent impairment reversal is recognized in Income provided that the book valuecarrying amount of the asset does not exceed its value as of the date the impairment was recognized.

2.9        Inventories

 

Inventories are stated at the lower of cost acquisition or production cost and net realizable value. The production cost of finished products and of products under processing includes raw material, direct labor, indirect manufacturing expenses based on a normal operational capacity and other costs incurred to place the products at the locations and in the conditions necessary for sale, net of discounts attributable to inventories.

 

The net realizable value is the estimated sale price in the normal course of business, less marketing and distribution expenses. When market conditions cause the production cost to be higher than its net realizable value, an allowance for assets deterioration is registered for the difference in value. This allowance for inventory deterioration also includes amounts related to obsolete items due to low turnover, technical obsolescence and products withdrawn from the market.

 

The inventories and cost of products sold, is determined using the Weighted Average Cost (WAC). The Company estimates that most of the inventories have a high turnover.

 

The materials and raw materials purchased from third parties are valued at their acquisition cost; once used, they are incorporated in finished products using the WAC methodology.

 

2.10      Biological currentCurrent biological assets

Under thecurrent Biological current assets, the Company includes the costs associated with agricultural activities (grapes), which are capitalized up to the harvestharvesting date, at which timewhen they become part of the inventory cost for subsequentssubsequent processes. The Company considers that the costs associated with agricultural activities represent a reasonable approximation to their fair value. According toNote 4 until December 31, 2014 and January 1, 2014, the Biological current assets are recorded under Inventories. The above mentioned implies only a reclassification andhas no impact on its value, Net income or Equity.

2.11      Other non-financial assets

 

Other non-financial assets mainly includes disbursementsprepayments associated with advertising related to commercial advertising preparation that iscontracts regarding the making of commercials which are work in process but hasprogress and have not yet been shown (current and non-current), payments to insurances and advances to suppliers in relation with certain purchases of property, plant and equipmentequipment. Additionally paid guarantees related with leases and materials to suppliers and current and non-current advertising agreements.be consumed related to industrial safety implements.

F-30


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

2.12      Property, plant and equipment

 

Property, plant and equipment items are recorded at their historic cost, less accumulated depreciation and impairment losses. The cost includes both the disbursements directly attributable to the asset acquisition or construction, as well as the financing interest directly related to certain qualified assets, which are capitalized during the construction or acquisition period, as long as these assets qualify for these purposes considering the period necessary to complete and prepare the assets to be operative. Disbursements after the purchase or acquisition are only capitalized when it is likely that the futureeconomic benefits associated to the investment will flow towardsto the Company, and costs may be reasonably measured. Subsequent disbursements related to repairs and maintenance are recorded as expenseexpenses when incurred.

 

F-21


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Property,Depreciation of property, plant and equipment depreciation,items, including the assets under financial lease, is calculated on a straight line basis over the estimated useful lifelives of the fixed assets,property, plant and equipment items, taking into account their estimated residual value. When an asset is formed by significant components with different useful lives, each part is separately depreciated. Property, plant and equipment useful lives and residual values estimates are reviewed and adjusted at each financial statement closing date, if necessary.

 

Property,The estimated useful lives of property, plant and equipment estimated useful lives are detailed as follows:

 

Type of Assets

Number of years

Land

Indefinite

Buildings and Constructions

20 to 60

Machinery and equipment

10 to 25

FurnitureFumiture and accesories

5 to 10

Other equipment (coolers and mayolicas)

5 to 8

Glass containers, and plastic containers

3 to 12

Vines in production

30

 

 

 

Gains and losses resulting from the sale of properties, plants and equipment are calculated comparing their book values against the related sales proceeds and are included in the Consolidated Statement of Income.

 

Biological assets held by Viña San Pedro Tarapacá S.A. (VSPT) and its subsidiaries consist of vines underin formation and underin production. The harvestedHarvested grapes are used for the later production of wines.subsequent wine production.

 

Vines under production are valued at the historic cost, less depreciation and any impairment loss.

 

Depreciation of undervines in production vines is recorded on ausing the straight-line basis based onmethod over the 30-years30-year estimated average estimated production useful life, which is periodically assessed. Vines underin formation are not depreciated until they start production.producing.

 

Costs incurred in acquiring and planting new vines are capitalized.

 

When the book valuecarrying amount of an asset ofa property, plant and equipment item exceeds its recoverable amount, thisvalue, it is reduced immediately written down to its recoverable amount (See(See Note 2.17)2 - Summary of significant accounting policies 2.17).

 

As described inNote 4, during year 2015, the Company has early adopted the amendment of IAS 16 and 41, therefore vines under formation and under production are recorded in Properties, plant and equipment. Until December 31, 2014 and January 1, 2014, these were recorded under the Biological non-current assets. This early application implies only a reclassification and has not impact on its value, Net income or Equity.

2.13      Leases

 

Lease agreements are classified as financialfinance leases when the agreement transfers to the Company substantially all the risks and rewards inherent to ownership of the asset, ownership, according to International Accounting Standard No.in accordance with IAS 17 “Leases”. For those agreements that qualify as financialfinance leases, at the initial dateand an asset and a liability are recognized atas of the inception date for a value equivalent to the lower of the fair value of the leased asset andor the present value of future lease payments.payments, whichever is lower. Subsequently, lease payments are allocated between the financial expensefinance cost and reduction of the obligation, reduction, so thatin order to obtain a constant interest rate on the obligation balance is obtained.of the obligation.

 

Lease agreements that do not qualify as financialfinance leases are classified as operating leases. LeaseOperating lease payments of operating leases are charged to income on a straight line basisusing the straight-line method over the lifeterm of the lease.

 

F-31

F-22


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

2.14       Investment property

 

Investment property consistsconsist of land and buildingbuildings held by the Company withfor the purpose of generating appreciation and are not to be used in the normal course of business, and are recorded at historichistorical cost less any impairment loss, if any. Investmentloss. Depreciation of investment property, depreciationexcluding land, is calculated on a straight line basisusing the straight-line method over the estimated useful life of such property,the asset, taking into account thetheir estimated residual value of such property.value.

2.15      Intangible assets other than goodwill

 

Commercial Trademarkstrademarks

 

The Company’s commercial trademarks correspond toare intangible assets with an indefinite useful lifelives that are presented at their historichistorical cost, less any impairment loss. The Company believes that through investing in marketing, investments trademarks maintain their value, consequently they are considered as having an indefinite useful lifelives and they are not amortizable. SuchThese assets are subject totested for impairment tests on a yearly basis, or when existing factors exist indicatingindicate a likely loss of value (See(Note 2.17).2 - Summary of significant accounting policies 2.17).

 

Software Programprogram

 

Software Programprogram licenses acquired are capitalized at the value of the costs incurred forin their acquisition and preparationin preparing the software for the use of the specific programs.use. Such costs are amortized over their estimated useful lives (4 to 7 years). The maintenance costs of the software programs are recognized as an expense in the year duringin which they are incurred.

 

Water rights

Water rights acquired by the Company correspond to the right to use existing water from natural sources, and are recorded at their attributed cost as of the date of transition to IFRS. Since such rights are perpetual they are not amortizable, however they are tested for impairment annually, or when factors exist that indicate a likely loss of value (See Note 2 - Summary of significant accounting policies 2.17).

Distribution rights

Corresponds to rights acquired to distribute different products. These rights are amortized over their estimated useful lives.

Research and development

 

Research and development expenses are recognized in the period incurred.

 

Water Rights

Water Rights acquired by the Company correspond to the existing exploitation rights of water from natural sources, and they are recorded at their attributed cost as of the transition date to IFRS. Given that such rights are perpetual they are not amortizable, nevertheless they are annually subject to impairment assessment, or when factors exist that indicate a likely loss of value(See Note 2.17).

2.16      Goodwill

 

Goodwill represents the excess of costthe consideration transferred the amount of a business combinationany non-controlling interes in the acquiree and the acquisition date fair vale of any previous equity interest in the acquiree over the Company’s share in the fair value of identifiablethe net idetificable assets liabilities and contingent liabilities as of the acquisition date,acquiree, and is accounted for at its cost value less accumulated impairment losses. Goodwill related to joint venture acquisitions is included in the investment accounting value.

 

For the purposes of impairment tests, goodwill is assigned Cash Generating Units (CGU) that areis expected to benefit from the synergies of a business combination. Each unit or group of units (CGU - SeeSee Note 22)18 - Goodwill) represents the lowest level inside the Company at which goodwill is monitored for internal administration purposes, which is not larger than a business segment. The cash generating units to which the goodwill is assigned are tested for impairment annually or with a higher frequency, when there are signs indicating that a cash generating unit could experience impairment or some of the significant market conditions have changed.

 

Goodwill in the acquisition of joint ventures is assessed for impairment as part of the investment, provided that there are signs indicatingindications that the investment may be impaired.

 

F-32


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

An impairment loss is recognized for the amount thatby which the book valuecarrying amount of the cash generating unit exceeds its recoverable value, the recoverable value being the higher ofwhich is the fair value of the cash generating unit, less selling costs to sell andor its value in use.use, whichever is higher.

 

An impairment loss is first assigned inallocated to goodwill to reduce its book value,carrying amount, and then to other assets in the cash generating unit. AOnce recognized, impairment loss islosses are not reversed in the following years.

 

F-23


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

2.17   Impairment of non-financial assets other than goodwill

 

The Company annually assesses the existence of non-financial asset impairment indicators on non-financial assets.indicators. When indicators exist, the Company estimates the recoverable amount of the impaired asset. In caseIf it is not possible tocannot estimate the recoverable amount of the impaired asset at an individual level, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

 

For intangible assets with indefinite useful life intangible assets,lives which are not amortized, the Company performs all required testtesting to ensure that the carrying amount does not exceed the recoverable value.

 

The recoverable amountvalue is defined as the higher of the fair value, less selling cost to sell and theor value in use. The valueuse, whichever is higher. Value in use is determined by estimating future cash flows associated withto the asset or withto the cash generating unit, discounted from its current value by using interest rates before taxes, which reflect the time value of money and the specific risks of the asset. InIf the eventcarrying amount of the asset book value exceeds its recoverable amount, the Company records an impairment loss in the Statement of Income.

 

For otherthe rest of non-financial assets differentother than goodwill and intangibles with indefinite useful life,lives, the Company assesses the existence of impairment indicators when somean event or change in business circumstances indicateindicates that the book valuecarrying amount of the asset may not be recoverable and impairment is recognisedrecognized when the book valuecarrying amount is higher than itsthe recoverable value.

 

The Company annually assesses ifwhether the impairment indicators of non-financial assets for which impairment losses were recorded during prior years have disappeared or decreased. In the event of such situation, the recoverable amount of the specific asset is recalculated and its book valuecarrying amount is increased, if necessary. Such increase is recognized in the Statement of Income as reversal of impairment losses. The increase in the value of the previously impaired asset is recognized only when it is originated by changes in the assumptions used to calculate the recoverable amount. The increase in the asset amount increase resulting from thedue to reversal of the impairment loss is limited to the amount that would have been recorded had the impairment not occurred.

 

2.18      AssetsNon-current assets of a disposal groupgroups classified as held for sale

 

The Company register as non-current assets of disposal groups classified as held for sale as Property, plant and equipment expected to be recovered primarily through sale, rather than through continuing use, for which active sale negotiations have begun and it is estimated that they will be sold within twelve months following the closing date are classified as assets of a disposal group held for sale.begun.

 

These assets are measured at the lower of their book valuecarrying amount and the estimated fair value, less costs to sell.selling costs. From the moment in which the assets are classified as non-current assets of a disposal group classified held for sale they are no longer depreciated.

 

2.19      Income taxes

 

Income taxes areThe income tax account is composed by theof current income tax associated to legal income tax obligations and the deferred taxes recognized according to International Accounting Standard Nº 12 – Income Taxes.in accordance with IAS 12. Income tax is recognized in the Consolidated Statement of Income by Function, except when it is related to entriesitems recorded directly recorded in Equity, in which case the tax effect is also recognized in Equity.

 

Income Tax Obligation

 

Income tax obligations are recognized in the financial statements on the basis of the best estimates of the taxable profits as of the financial statement closing date, and the income tax rate valid as of that date in the countries where the Company operates.operates.

 

F-33


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Deferred Tax

 

Deferred taxes are those the Company expects to pay or to recover in the future, due to temporary differences between the book valuecarrying amount of assets and liabilities (carrying amount for financial reporting purposes) and the corresponding tax basis of such assets and liabilities used to determine the profits subject to taxes. Deferred tax assets and liabilities are generally recognized for all temporary differences, and they are calculated at the rates that will be valid on the date the liabilities are paid or the assets realized.

 

F-24


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Deferred tax is recognized foron temporary differences arising from investments in subsidiaries and associates, except in those cases where the Company is able to control the date on which temporary differences will be reversed, and it is likely that they will not be reverted in the foreseeable future. Deferred tax assets, including those originated byarising from tax losses are recognized provided it is likely that in the future there arewill be taxable profits against which deductible temporary differences maycan be charged.offset.

 

Deferred tax assets and liabilities are offset when there is a legal right to offset tax assets against tax liabilities, and the deferred tax is related to the same taxable entity and the same taxingtax authority.

2.20      Employees benefits

 

Employees Vacation

 

The Company accrues the expense associated with staff vacation when the employee earns the benefit.

 

Employees Bonuses

 

The Company recognizes a liability and an expense for bonuses when it’s contractually obligated, it is estimated that, depending on the income requirement at a given date, bonuses will be paid out at the end of the year.

 

Severance Indemnity

 

The Company recognizes a liability for the payment of irrevocable severance indemnities, originated from the collective and individual agreements entered into with employees. Such obligation is determined based on the actuarial value of the accrued cost of the benefit, a method which considers several factors in the calculation, such as estimates of future continuance, mortality rates, future salary increases and discount rates. The determined value is shown at its present value by using the accrued benefits for years of service method. The discount rates are determined by reference to market interest rates curves. The current losses and gains are directly recorded in Income.

 

According to the amendment of IAS 19, the actuarial gains and losses are recognized directly in Other Comprehensive Income, under Equity and, according to the accounting policies of the Company, financial costs related to the severance indemnity are directly recorded under Financialfinancial cost in the Consolidated Statement of Income.

 

2.21      Provisions

 

Provisions are recognized when: (i) the Company has a current obligation, legal or implicit obligation, as a result of past events, (ii) it is probable that monetary resources will be required to settle the obligation and (iii) the amounts can be reasonably established. The amounts recognized as provisions as of the financial statementsstatement closing date, are Management´sManagement’s best estimates, and consider the necessary disbursements to liquidate the obligation.

 

The concepts used by which the Company establishesto establish provisions charged against Incomeincome correspond mainly to civil, labourlabor and taxation proceedings that could affect the Company (See(See Note 29)23 - Other provisions).

2.22      Revenue recognition

 

Revenues areRevenue is recognized when it is likely that economic benefits will flow to the Company and these can be measured reliably.reliably measured. Income is measured at the fair value of the economic benefits received or to be received, and they areis presented net of valued added taxes,tax, specific taxes, returns, discounts and rebates.

 

Sales of goods

F-34


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Goods sold are recognized after the Company has transferred to the buyer all the risks and benefits inherent in theto ownership of suchthe goods, and it doesdo not holdhave the right to dispose of them; inthem. In general, this means that sales are recorded atwhen the transfer of risks and benefits of ownership are transferred to clients,the customer, pursuant to the terms agreed in the commercial agreements.agreements and once the performance obligation is satisfied.

 

In relation to IFRS 15, the Company has applied the criteria established in this standard for these Consolidated Financial Statements, as indicated inNote 4 - Accounting changes, letter a).

 

F-25


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Sale of products in the domestic market

 

The Company obtains its revenues, both in Chile and Argentina, mainly from the sales of beers, soft drinks, mineral waters, purified water, juices,nectars, wines, cider and spirits, products that are distributed through retail establishments, wholesale distributors and supermarket chains. Nonechains, and none of which act as commercial agents of the Company. Such revenues in the domestic markets, net of the value added tax, specific taxes, returns, discounts and rebates to clients, are recognized when products are delivered, together with the transfer of all risks and benefits related to them.them and once the performance obligation is satisfied.

 

Exports

 

In general, the Company´sCompany’s sales delivery conditions for sale are the basis for revenue recognition related to exports.

 

The structure of revenue recognition is based on the grouping of Incoterms, mainly in the following groups:

 

•              "FOB (Free on Board) shipping point", by which buyer organizes and pays for transportation, consequently the sales occur

"FOB (Free on Board) shipping point", by which the buyer organizes and pays for transportation, consequently the sales occurs and revenue is recognized upon delivery of the merchandise to the transporter hired by the buyer.

• “CIF (Cost, Insurance & Freight) and similar", by which the Company organizes and pays for external transportation and some other expenses, although CCU ceases being responsible for the merchandise after delivering it to the marine or air shipping company in accordance with the relevant terms. The sale occurs and revenue is recognized upon the delivery of merchandise to the transporter hired by buyer.

•              “CIF (Cost, Insurance & Freight) and similar", by which the Company organizes and pays for external transportation and some other expenses, although CCU ceases being responsible for the merchandise after delivering it to the maritime or air company in accordance with the relevant terms. The sales occur and revenue is recognized upon the delivery of the merchandise at the port of destination.

 

In the case of discrepancies between the commercial agreements and Incoterms, the first one willformer shall prevail.

The revenue recognition related to exports are recorded net of specific taxes, returns, discounts and rebates to clients, are recognized when products are delivered, together with the transfer of all risks and benefits related to them and once the performance obligation is satisfied.

2.23      Commercial agreements with distributors and supermarket chains

 

The Company enters into commercial agreements with its clients, distributors and supermarkets through which they establish: (i) volume discounts and other client variables, (ii) promotional discounts that correspond to an additional rebate on the price of the products sold by reason ofdue to commercial initiatives development (temporary promotions), (iii) payment  for services payment and rendering of counter-services (advertising and promotionpromotional agreements, use of preferential spaces and others) and (iv) shared advertising, which corresponds to the Company’s participation in advertising campaigns, promotionpromotional magazines and opening of new sales locations.

 

Volume discounts and promotional discounts are recognized as a reduction in the salesselling price of the products sold. Shared advertising contributions are recognized when the advertising activities agreed upon with the distributor have been carried out, and they are recorded as marketing expenses incurred, under Other expenses by function.

 

The commitmentsCommitments with distributors or importers in the exports area are recognized on the basis of existing trade agreements.

2.24      Cost of sales of products

 

The costsCost of sales includeincludes the production cost of the products sold and other costs incurred to place inventories inat the locations and under the conditions necessary for the sale. Such costs mainly include raw materialmaterials costs, packing costs, production staff labourlabor costs, production-related assetsasset depreciation, returnable bottles depreciation, license payments, operationaloperating costs and plant and equipment maintenance costs.

 

F-35


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

2.25      Other incomes by function

Other incomes by function mainly include incomes from sale of fixed assets and other assets, recovery of claims, leases and payments related to advance term license.

2.26Other expenses by function

 

Other expenses by function mainly include mainly advertising and promotion expenses, depreciation of assets sold, selling expenses, marketing costs (sets, signs, neon signs at client’scustomer facilities) and marketing and sales staff remuneration and compensations.compensation.

2.262.27       Distribution expenses

 

Distribution costs include all the necessary costs to deliver products to clients.customers.

 

 

F-26


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

2.272.28      AdministrationAdministrative expenses

 

AdministrationAdministrative expenses include the support unitsunit staff remuneration and compensation, depreciation of offices, equipment, facilities and furniture used for these functions, non-current assetsasset amortization and other general and administrationadministrative expenses.

 

2.282.29      Environment liabilities

 

Environmental liabilities are recorded based on the current interpretation of environmental laws and regulations, or when an obligation is likely to occur and the amount of such liability can be calculated reliably.reliably calculated.

 

Disbursements related to environmental protection are charged to the Consolidated Statements of Income by Function as incurred, except for investments in infrastructure designed to comply with environmental requirements, which are recordedaccounted for following the accounting policies for property, plant and equipment.

 

2.29Reclassification to the Consolidated Financial Statements of previous years

The Company has early adopted the amendment of IAS 16 and IAS 41. For comparison purposes of this Consolidated Financial Statements, the Company, had restated the originally figures reported at December 31, 2014 and January 1, 2014.This early application implies only a reclassification and has not impact on its value, Net income or Equity.

Below are the reclassifications that only affecting the Consolidated Statement of Financial Position:

a)OnDecember 31, 2014:

Current assets

Previously Reportedat December 31, 2014

Reclassification

Total at December 31, 2014 (Restated)

ThCh$

ThCh$

ThCh$

Inventories

  

175,179,189

(7,633,591)

167,545,598

Biological current assets

  

-

7,633,591

7,633,591

 

 

 

 

 

 

      

Non-current assets

Previously Reported at December 31, 2014

Reclassification

Total at December 31, 2014 (Restated)

ThCh$

ThCh$

ThCh$

Property, plant and equipment (net)

  

833,171,234

18,084,408

851,255,642

Biological assets

  

18,084,408

(18,084,408)

-

 

 

 

 

 

 

F-27


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

b) January 1, 2014:

Current assets

At January 1, 2014

Reclassification

Total at January 1, 2014 (Restated)

ThCh$

ThCh$

ThCh$

Inventories

  

153,085,845

(6,130,652)

146,955,193

Biological current assets

  

-

6,130,652

6,130,652

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

At January 1, 2014

Reclassification

Total at January 1, 2014 (Restated)

ThCh$

ThCh$

ThCh$

Property, plant and equipment (net)

  

680,994,421

17,662,008

698,656,429

Biological assets

  

17,662,008

(17,662,008)

-

 

 

 

 

 

 

The costs associated with agricultural activities (grapes) for an amount of ThCh$ 7,633,591 and ThCh$ 6,130,652 as of December 31, 2014 and January 1, 2014, respectively, were presented under the Inventories. Beginning the year 2015, according to IAS 41, these are presented under the Biological current assets.

The vines under formation and under production for an amount of ThCh$ 18,084,408 and ThCh$ 17,662,008 as of December 31, 2014 and January 1, 2014, respectively, were presented under the Biological assets. Beginning the year 2015, according to Amendment of IAS 16 and IAS 41, these are presented under Property, plant and equipment.

 

F-28


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 3Estimates and application of professional judgment

 

The preparation of Financial statement preparationStatement requires estimates and assumptions from Management affecting the amounts included in the consolidated financial statementsConsolidated Financial Statements and their related notes. The estimates made and the assumptions used by the Company are based on the historical experience, changes in the industry and the information supplied by external qualified sources. Nevertheless, final results could differ from the estimates under certain conditions.

 

Significant estimates and accounting policies are defined as those that are important to correctly reflect the Company’s financial position and income, and/or those that require a high level of judgment by Management.

 

The primary estimates and professional judgments relate to the following concepts:

 

•              The valuation of goodwill acquired to determine the existence of losses due to potential impairment(Note 2.16 and Note 22)

The valuation of goodwill acquired to determine the existence of losses due to potential impairment(Note 2 - Summary of significant accounting policies (2.16)and Note 18- Goodwill).

•              The valuation of commercial trademarks to determine the existence of potential losses due to potential impairment (Note 2.17 and Note 21).

•              The assumptions used in the current calculation of liabilities and obligations to employees(Note 2.20 and Note 31).

•              Useful life of property, plant and equipment (Note 2.12 and Note 23) and intangibles (Note 2.15 and Note 21).

•              The assumptions used for the calculation of fair value financial instruments(Note 2.7 and Note 6).

•              The occurrence likelihood and the estimates amount in an uncertain or contingent manner(Note 2.21 and Note 29).

•              The valuation of Biological current assets(Note 2.10 and Note 18).

The valuation of commercial trademarks to determine the existence of potential losses due to potential impairment (Note 2 - Summary of significant accounting policies (2.17)andNote 17 – Intangible assets other than goodwill).

The assumptions used in the current calculation of liabilities and obligations to employees(Note 2 - Summary of significant accounting policies (2.20)and Note 25 – Employee benefits).

Useful lives of property, plant and equipment (Note 2 - Summary of significant accounting policies (2.12)and Note 19 – Property, plant and equipment) and intangibles (Note 2 - Summary of significant accounting policies (2.15) and Note 17- Intangible assets other than goodwill).

The assumptions used for calculating the fair of value financial instruments(Note 2 - Summary of significant accounting policies (2.7)and Note 7 – Financial instruments).

F-36


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The likelihood of occurrence and amounts estimated in an uncertain or contingent manner(Note 2 - Summary of significant accounting policies (2.21)andNote 23 – Other provisions).

The valuation of current Biological assets(Note 2 - Summary of significant accounting policies (2.10)andNote 13 – Biological assets).

 

Such estimates are based on the best available information of the events analysedanalyzed to date in these consolidated financial statements.

However, it is possible that events that may occur in the future thatmay result in adjustments to such estimates, which would be recorded prospectively.

 

Note 4Accounting changes

 

a)  The Company adoptedaccounting policies described in the earlyConsolidated Financial Statements as of December 31, 2018 reflect the modifications made by IFRS 15 and IFRS 9 which went into effect as of January 1, 2018. The following is an explanation of the initial impact of the application of Amendment to IAS 16 and 41 in 2015. This change in accounting policy implies that Biological assets (vines under formation and under production) are reclassified to Property, plant and equipment from Biological assets. Additionally, the costs associated with agricultural activities are reclassified to Biological current assets from Inventories.  Until December 31, 2014 and January 1, 2014 these were presented under Biological assets (vines under formation and under production) and Inventories, respectively. The effects of this accounting policy are explained inNote 2.29. For comparison purposes these change was applied retroactively to 2014.rules:

 

-In relation with IFRS 9, the Company has made an evaluation of its impacts which included the determination of gaps between criteria of classification and measurement of financial instruments with respect to the criteria currently used and the determination of the impact of moving to a model of expected credit losses to determine the impairment of its financial assets.

Based on the evaluation, we have determined that there are no significant changes impacting the classification and measurement of the Company’s financial assets as a result of the application of IFRS 9. We haven’t identified significant impacts on accounting policies for financial liabilities, since the new requirements only impacts accounting for liabilities, other than derivative financial instruments, which are designated at fair value through profit or loss, on which the Company, as of January 1, 2018, does not have, nor has there been debt renegotiations that could be affected by the new clarifications about the accounting treatment regarding modification of liabilities; however for derivative financial instruments that are recognized at fair value through profit or loss the effect as of January 1, 2018, the Company has determined an increase of ThCh$ 1,307, net of deferred taxes, which was recorded under Retained earnings in Equity as of January 1, 2018.

In relation to the new impairment model, the standard requires the recognition of impairment losses based on expected credit losses (ECL), instead of only incurred credit losses as indicated in IAS 39. Based on the evaluations performed on the portfolio of Trade receivables as of January 1, 2018, the Company determined a decrease of ThCh$ 128,029, net of deferred taxes, which was recorded under Retained earning in Equity as of January 1, 2018 and additionally modified, as of said date, the respective accounting policy.

The Company has adopted to continue using the IFRS 9’s exception that allows continuing the record of hedge accounting according to IAS 39.

The date of adoption of this new standard is mandatory as of January 1, 2018. The Company applied this rule prospectively, using the practical resources allowed by the standard and given that the effects are not significant the comparative balances for the year 2017 will not be restated.

As of January 1, 2018, financial assets and liabilities are classified as fair value with changes in profit or loss, measured at amortized cost and at fair value in other comprehensive income, without affecting the classification maintained by the Company.

-In relation with IFRS 15, the basic principle of IFRS 15 is an entity recognizes income from ordinary activities, in a way that represents the transfer of goods or services committed to customers, in exchange for an amount that reflects the compensation, in which the entity, expects to have entitled in change these goods or services. An entity shall recognize revenue from ordinary activities in accordance with that basic principle by applying the following 5 steps which are:

Step 1 – Identify the contract (or contracts) with the customer.

Step 2 - Identify performance obligations in the contract.

Step 3 - Determine the price of the transaction.

Step 4 - Assign the price of the transaction between performance obligations.

F-37


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Step 5 - Recognize income from ordinary activities when (or as) the entity satisfies a performance obligation.

The Company has carried out an evaluation of the 5 steps indicated above and no new performance obligations have been identified or different from those already presented in the Consolidated Financial Statements and additionally has determined there are no significant changes in the recognition of income, since these are recorded to the extent that it is likely the economic benefits flow to the Company and can be measured reliably, with determined prices that are measured at the fair value of the economic benefits received or to be received, once the performance obligation is satisfied and income is presented net of valued added tax, specific taxes, returns, discounts and rebates.

The Company adopted IFRS 15 based on the modified retrospective approach. These was no impact of adoption and no adjustment to the opening balance of retained earnings was made.

b)Financial reporting in hyperinflationary economies

Inflation in Argentina has shown significant increases since the beginning of 2018. The cumulative inflation rate of three years, calculated using different combinations of consumer price indices, has exceeded 100% for several months, and it’s still increasing. The cumulative three-year inflation calculated using the general price index has already exceeded 100%. Therefore, as prescribed by IAS 29, Argentina was declared a hyperinflationary economy as of July 1, 2018.

According to aforementioned, IAS 29 must be applied by all entities whose functional currency is the Argentine peso for the accounting periods ended after July 1, 2018, as if the economy had always been hyperinflationary. In this regard, IAS 29 requires that the Financial Statements of an entity whose functional currency is the currency of a hyperinflationary country be restated in terms of the current purchasing power at the end of the reporting period. The above mentioned implies that the restatement of non-monetary items must be made from their date of origin, last restatement, valuation or another particular date in some very specific cases and considering that the Financial Statements are prepared under the historical cost criteria.

The adjustment factor used in each case is obtained based on the combined index of the National Consumer Price Index (IPC), with the Wholesale Price Index (IPIM), published by the National Institute of Statistics and Census of the Argentine Republic (INDEC), according to the series prepared and published by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE).

For consolidation purposes, for subsidiaries whose functional currency is the Argentine peso, paragraph 43 of IAS 21 has been considered, which requires that the Financial Statements of a subsidiary that has a functional currency of a hyperinflationary economy to be restated in accordance with IAS 29, before being converted so that they are included in the Consolidated Financial Statements. The comparative amounts presented previously (2017 for the purposes of the Consolidated Statement of Financial Position and years 2017 and 2016 for the Consolidated Statement of Incomes by Function, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows) in Chilean pesos) have not been restated.

Re-expression due to hyperinflation will be recorded until the period in which the economy of the entity ceases to be considered as a hyperinflationary economy; at that time, adjustments made for hyperinflation will be part of the cost of non-monetary assets and liabilities.

The comparative amounts in the Company’s Financial Statements are presented in a stable currency and they are not adjusted by inflationary changes.

The application by first time of IAS 29 gave rise to a positive adjustment of ThCh$ 92,241,004, net of taxes, which have been charged to the "Reserve of exchange differences on translation" account (Other comprehensive income). On the other hand, during fiscal year 2018, the application of this standard generated a gain in net monetary position of ThCh$ 2,312,604 (before tax), which is recognized in the Consolidated Statement of Incomes under "Result as per adjustment units". Additionally, since the Argentine economy was declared as hyperinflationary, a loss of ThCh$ 6,086,727 was recorded in results for the year, generated by the inflation adjustment and translation at the year-end exchange rate as of December 31, 2018.

F-38


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The most significant effects on the non-monetary items restated, after rating the Argentine economy in a situation of hyperinflation are the following:

ThCh$

Current assets

1,905,102

Non-current assets

118,989,487

Current liabilities

-

Non-current liabilities

(27,149,456)

Total Shareholders' Equity

93,745,133

Non-controlling interests

(1,504,129)

Equity attributable to equity holders of the parent

92,241,004

c)  During the year ended on December 31, 2015,2018, there have been no other significant changes in the use of accounting principles or relevant changes in any accounting estimates with regard to previous years that have affected these consolidated financial statements.

 

 

F-29


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 5  Risk Administration

Risk administrationManagement

 

In those companies withoutwhere CCU has a significant non-controllingcontrolling interest, the Company’s Administration and Finance OfficerManagement provides a centralized service for the group’s companies to obtain financing and administration of exchange rate,rates, interest rate,rates, liquidity, inflation, raw materialmaterials and loancredit risks. Such activity operates according toin accordance with a framework of policies and procedures framework, which is regularly reviewed to comply withensure it fulfils the purpose of administratingmanaging the risk originatedrisks by the business needs.

 

In those companies with a significant non-controlling interest (VSPT, CPCh,CPCH, Aguas CCU-Nestlé S.A., Bebidas del Paraguay S.A., Cervecería Kunstmann S.A. and Cervecera Kunstmann) eachBebidas Bolivianas BBO S.A.) the responsibility for this service lies with the respective Board of Directors and respective Administration and Finance Officer exercises such responsibility.Management Area. When necessary,applicable, the Board of Directors and Directors Committee has the final responsibility for establishing and reviewing the risk administration structure, as well as for the review ofreviewing significant changes made to the risk administrationmanagement policies.

 

According to theIn accordance with financial risk policies, the Company uses derivativederivate instruments only for the purpose of covering exposureshedging exposure to the interest rate and exchangeExchange rate risks originated byarising from the Company’s operations and its financing sources.sources of financing. The Company does not acquire derivative facilities withderivate instruments for speculative or investment purposes nevertheless,purposes. Nevertheless, some derivatives are not treated as hedges for accounting purposespurpose because they do not qualify as such. Transactions with derivativederivate instruments are exclusively carried out by staff under theAdministration and Finance Managementstaff and Internal Audit Management regularly reviews the control environment of this function. The relationshipRelationships with Credit Rating Agenciescredit rating agencies and the monitoring of financial restrictions (covenants) are also administeredmanaged by Finance Management.Administration and Finance.

 

The Company’s main risk exposure is related to the exchange rates, interest rates, inflation and raw material pricesmaterials price (commodities), taxes, client’strade accounts receivable and liquidity. For the purposeSeveral types of managingfinancial instruments are used to manage the risk originated by such exposures, several financial instruments are used.these exposures.

 

For each of the following points, where applicable, the sensitivity analysisanalyses developed are merely for illustrativeillustration purposes, since in practice the sensitized variables rarely change without affecting each other and without affecting other factors that were considered as constants.constant and which also affect the Company’s financial position and results.

F-39


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Exchange rate risk

The Company is exposed to exchange rate risks originated by: a) its net exposure to foreign currency assets and liabilities, b) exports sales, c) the purchase of raw material,materials, products and capital investments effected in foreign currencies, or indexed in such currencies, and d) the net investment of subsidiaries in Argentina, Uruguay and Paraguay.foreign countries. The Company’s greatest exchange rate exposure is to the variation ofon the Chilean peso as compared to the US Dollar, Euro, Argentine Peso, Uruguayan Peso,, Paraguayan Guarani, Bolivian Peso and Colombian peso and Boliviano.

Peso.
 

As of December 31, 2015,2018, the Company maintained foreign currency obligations amounting to ThCh$ 49,785,54888,218,862 (ThCh$ 46,780,40669,160,367 in 2014)2017), mostly denominated in US Dollars. Foreign currency obligations (ThCh$ 16,626,496 in 201525,403,961 as of December 31, 2018 and ThCh$ 19,838,96510,945,398 as of December 31, 2017) represent a 9% (6% in 2014) represent 10% (11% in 2014)2017) of the total of Otherother financial liabilities. The remaining 90% (89%91% (94% in 2014)2017) is mainly denominated in inflation-indexedUnidades de Fomento (inflation-indexed Chilean pesos (seemonetary unit – see inflation risk section). In addition, the Company maintainshas assets in foreign currency assets forin the amount of ThCh$72,887,721 234,306,916 (ThCh$ 57,086,683140,345,944 in 2014)2017) that mainly correspond to exportsnet investments of subsidiaries in foreign countries and export accounts receivable.


 

Regarding the operations of foreign subsidiaries, operations, the net liability exposure liability in US Dollars and other currencies amounts to ThCh$ 1,368,068 (ThCh$ 1,932,014 in 2014)7,871,677 (net liability ThCh$ 7,894,180 as of December 31, 2017).


 

To protect the value of the net foreign currency assets and liabilities position of its Chilean operations, the Company enters into derivative agreementsderivate contracts (currency forwards) to ease any variation in the Chilean peso as compared to other currencies.


 

As of December 31, 2015,2018, the Company’s mitigate net asset exposure of the Company in Chile in foreign currencies, in Chile, after the use of derivativederivate instruments, is a liability amounting toassets in the amount of ThCh$ 757,256 (ThCh$ 2,588,0531,364,230 (liability in 2014)the amount of ThCh$ 1,026,554 as of December 31, 2017).

F-30


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

OfAs of December 31, 2018, of the Company’s total sales, both in Chile and abroad, 8% (8%7% (7% in 20142017 and 8% in 2013)2016) corresponds to export sales made in foreign currencies, mainly US Dollars and EuroEuros and approximately 61% (62% in 2017 and 63% 2016) of the total direct costs 54% (55% in 2014 and 57% in 2013) correspondscorrespond to raw materials and products purchased in foreign currencies, or indexed to such currencies. The Company does not hedge the eventualpossible variations in the expected cash flows from such transactions.


 

The Company is also exposed to movementsfluctuations in exchange rates relating to the conversion from Argentine Pesos,Peso, Uruguayan Pesos,Peso, Paraguayan Guaranis, BoliviansGuaraní, Bolivian Peso and Colombian PesosPeso to Chilean Pesos with respect to assets, liabilities, income and expenses of its subsidiaries in Argentina, Uruguay, Paraguay and Paraguay,Bolivia, associated in BoliviaPerú and joint venturesjoin venture in Colombia. The Company does not coverhedge the risks associated withto the conversion of its subsidiaries, whichwhose effects are recorded in Equity.

equity.
 

As of December 31, 2015,2018, the net investment in foreign subsidiaries, associatedassociates and joint ventures amountedamounts to ThCh$ 133,554,918,247,679,930, ThCh$ 14,276,937958,474 and ThCh$ 18,718,832121,448,016, respectively (ThCh$ 127,753,473,133,134,842, ThCh$ 12,757,8747,406,020 and ThCh$ 1,445,478 in 2014)71,070,399 as of December 31, 2017).

Exchange rate sensitivity analysis

The exchange rateeffect of foreign currency translation differences effect recognized in the Consolidated Statement of Income for the year ended as of December 31, 2015,2018, related to the foreign currency denominated assets and liabilities denominated in foreign currency, was an incomea gain of ThCh$ 957,565 (and a loss3,299,657 (loss of ThCh$ 613,1812,563,019 in 20142017 and a gain of ThCh$ 4,292,119456,995 in 2013)2016). Considering the exposure as of December 31, 2015,2018 and assuming a 10% increase (or decrease) in the exchange rate, and maintainingkeeping constant all other variables such as interest rates constant, it is estimated that the effect overon the Company’s net income would be lossa net income after taxes of ThCh$ 58,68799,589 (a loss of ThCh$ 204,45676,478 in 20142017 and a lossgain of ThCh$ 85,506289,448 in 2013).2016) associated of the owners of the controller.

 

Considering that approximately 8%7% of the Company’Company’s sales relates torevenue comes from export sales carried out in Chile (8%(7% in 20142017 and 2013)8% in 2016), in currencies different from theother than Chilean Peso, and that approximately 61% (62% in approximately 54% (55%2017 and  63% in 2014 and 57% in 2013)2016) of the Company’s direct costs are in or indexed to the US Dollar and assuming that the functional currencies will be appreciated or (depreciated)appreciate (depreciate) by 10% as comparedin respect to the set of foreign currencies, when maintainingUS Dollar, and keeping all other variables constant, the rest of the variables the hypothetical effect on the

F-40


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Company’s income would be income (loss)a loss after taxes of ThCh$ 10,380,193 income (loss) fromThCh$ 10,004,37922,116,350 (ThCh$ 18,772,323 in 20142017 and ThCh$ 9,320,80413,908,457 in 2013)2016).


 

The Company can also be affected by changes in the variationExchange rate of the exchange rate ofcountries where theits foreign subsidiaries operate, since the resultincome is converted to Chilean Pesos at the average Exchange rate of each month. The resultoperating income of the operations in the foreign subsidiaries during the year 2015 wereas of December 31, 2018 was net income of ThCh$ 32,141,475 (ThCh $ 29,235,46256,533,194 (ThCh$ 46,395,490 in 20142017 and ThCh $ 26,738,414ThCh$ 23,057,091 in 2013)2016). Therefore, a depreciation (or appreciation)(appreciation) of 10% in the exchange rate of the Argentine Peso, the Uruguayan Peso, and the Paraguayan Guarani and the Bolivian peso against the Chilean Peso, would beresult in a loss (income) before taxtaxes of ThCh$ 3,214,1475,653,319 (ThCh$ 2,923,5464,639,549 in 20142017 and ThCh$ 2,673,8412,305,709 in 2013)2016).


 

The net investment in foreign subsidiaries, associatedassociates and joint ventures as of December 31, 2018, amounted to ThCh$ 133,554,918,247,679,930, ThCh$ 14,276,937958,474 and ThCh$ 18,718,832,121,448,016, respectively (ThCh$ 127,753,473,133,134,842, ThCh$ 12,757,8747,406,020 and ThCh$ 1,445,478871,070,399 in 2014)2017). Assuming a 10% increase or decrease in the Argentine Peso, Uruguayan Peso, Paraguayan Guarani, BoliviansBolivian Peso and Colombian Peso against the Chilean Peso, and maintaining constant all the rest of theother variables constant, the increase (decrease) would hypothetically result in Net income (loss) of ThCh$ 16,655,06937,008,642 (ThCh$ 14,195,68321,161,126 in 2014)2017 and ThCh$ 17,869,963 in 2016) recorded as a credit (charge) against Equity.

to equity.
 

The companyCompany does not cover thehedge risks associated with theto currency conversion of the financial statements of its subsidiaries that have othera different functional currency, whose effects are reportedrecorded in Equity.equity.

Interest ratesrate risk

The interestInterest rate risk mainly originatedoriginates from the Company’s financing sources. The main exposure is related to LIBOR and BADLAR variable interest rate obligations indexed obligations.

to the London Inter Bank Offer Rate (“LIBOR”) and the Buenos Aires Deposits of Large Amounts Rate (“BADLAR”)
 

As of December 31, 2015,2018, the Company had a total ThCh$ 20,206,6088,576,258 in variable interest debt indexed to LIBOR (ThCh$ 13,690,9876,560,842 in 2014)2017). Consequently, as of December 31, 2015,2018, the company’s financing structure is comprised bymade up of (without considering the effects of cross currency swaps effect)approximately 3% (3% in approximately 12% (7% in 2014) in2017) debt with variable interest rates,rate, and 88% (93%97% (97% in 2014)2017) in debt with fixed interest rates.

F-31


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015


 

To administer themanage interest rate risk, the Company has a policy that intendswhich seeks to reduce the volatility of its financial expense,finance cost, and to maintain anand ideal percentage of its debt in fixed rate instruments. The financial position is mainly set by the use of short-term and long-term, debt, as well as derivativederivate instruments such as cross currency interest rate swaps and cross interest rate swaps.


 

As of December 31, 2015,2018, after considering the effect of interest rates and currency swaps, approximately 97% (100%99.8% (99% in 2014)2017) of the Company’s long-term debt hasis at fixed interest rates.

The terms and conditions of the Company’s obligations as of December 31, 2015,2018, including exchangeExchange rates, interest rates, maturities and effective interest rates, are detailed inNote 27.21 – Other financial liabilities.

Interest ratesrate sensitivity analysis

 

The total financial expensecost recognized in the Consolidated Statement of Income for the twelve monthmonths ended as of December 31, 2015,2018, related to short-termshort and long-term debtsdebt amounted to ThCh$ 23,101,32923,560,662 (ThCh$ 22,957,48224,166,313 in 20142017 and ThCh$ 24,084,22620,307,238 in 2013)2016). Assuming a reasonably possible increase of 100 base point increase (or decrease)bps in the Interest rate,variable interest rates and maintaining constant all other variables it is estimated thatconstant, the effect over the Company’s incomeincrease would behypothetically result in a loss before taxes of ThCh$ 41,872.5,059 (ThCh$ 17,176 in 2017 and ThCh$ 34,228 in 2016).

Inflation risk

 

The Company maintains a series of Unidadagreements indexed to Unidades de Fomento*Fomento (UF) indexed agreements with third parties, as well as UF indexed financial debt which means that the Company is exposed to fluctuations in the UF, fluctuations, generating increasesan increase in the value of thethose agreements and inflation adjustable liabilities inif the event it experiences growth.UF increases due to inflation. This risk is partially mitigated by the Company’s policy of keeping the unitary net sales per unit in UF constant as long as the market conditions allow it.it, and taking cross currencyswaps if the if the market conditions are favorable to the Company.

F-41


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Inflation in Argentina has shown significant increases since the beginning of 2018. The cumulative inflation rate of three years, calculated using different combinations of consumer price indices, has exceeded 100% for several months, and it’s still increasing. The cumulative three-year inflation calculated using the general price index has already exceeded 100%. Therefore, as prescribed by IAS 29, Argentina was declared a hyperinflationary economy as of July 1, 2018.

 

* The Unidad de Fomento (UF) is a Chilean inflation-indexed, peso-denominated monetary unit. The UF rate is set daily based on changes in the previous month´s inflation rate.

Inflation sensitivity analysis

 

The income for total adjustment unitIncome from indexation units recognized in the Consolidated Statement of Comprehensive Income for the twelve monthtwelve-months ended as of December 31, 2015,2018, related to UF indexed short-termshort and long-term debt, is a gain of ThCh$ 742,041 (a loss of ThCh$ 110,539 in 2017 and resulted in a loss of ThCh$ 3,282,736 (ThCh$  4,159,1312,246,846 in 2014 and ThCh$ 1,801,765 in 2013)2016). Assuming a reasonably possible 3% increase (decrease) ofin the Unidad de Fomento by approximately 3% and maintaining constantkeeping all the rest of theother variables such as interest rates constant, the aforementioned increase (decrease) would hypothetically result in a loss (income) of ThCh$ 3,065,7473,380,752 (ThCh$ 3,035,3711,419,965 in 20142017 and ThCh$ 2,999,4673,062,661 in 2013)2016) in the Consolidated Statement of Income.

Raw material pricePrice risk

 

The main exposure to the raw material pricematerials Price variation is related to barley, malt, and maltcans used in the production of beer, concentrates, sugar and plastic containers used in the production of soft drinks and bulk wine and grapes for the manufacturing of wine and spirits.

 

Barley, malt and cans

 

In Chile, the Company obtains its barley and malt supply from both from local producers and the international market. Long-term supply agreements are entered into with local producers where the barley price is set annually according to market prices, which are used to determine the price of malt price according to the agreements. The purchasespurchase commitments made expose the Company to a raw materialmaterials price fluctuation risk. During 2015,2018, the Company purchased 46,620 tons (52,720in Chile did not acquire barley (0 tons in 2014)2017) and 73,498 tons of barley and 53,890 tons (37,315malts (68,000 tons in 2014) of malt.2017). CCU Argentina acquires malt mainly malt from local producers. SuchThese raw materials represent approximately 9 % (12%5% (6% in 2014)2017 and 7% in 2016) of the direct cost of the Chile Operating segment.

 

OfAs of December 31, 2018, in the Chile Operation segment, the cost of Chilecans represented approximately 12% of direct costs (12% in 2017 and 15% in 2016). In the International Business Operating segment, the cost of cans representsrepresented approximately 12%38% of the direct cost in 2015 (12% in 2014). Meanwhile in International business Operating segment the cans cost represent approximately 30% of the direct cost of raw materials costs as of December 31, 2018 (33% in 2015 (20%2017 and 34% in 2014)2016).

 

F-32


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Concentrates, Sugar and plastic containers

 

The main raw materials used in the production of non-alcoholic beverages are concentrates,concentrated, which are mainly acquired from licensees,licenses, sugar and plastic resin for the manufacturing of plastic bottles and containers. The Company is exposed to price fluctuation risks ofinvolving these raw materials, which jointly represent approximately 29% in 201527% (29% in 20142017 and 27%30% in 2013)2016) of the direct cost of the Chile Operating segment. The companyCompany does not engage in hedging the purchases of raw materials.materials purchases.

 

Grapes and wine

 

The main raw materialmaterials used by the subsidiary VSPTViña San Pedro Tarapacá S.A. for wine production are grapes harvested grapes from its own productionvineyards and grapes and wines acquiredwine acquires from third parties through long termlong-term and spot contracts. ForIn the last 12 months, approximately 31%26% (22% in 2017) of theVSPT’s total wine of VSPT supply comescame from its own vineyards. In theRegarding our export business the ownmarket, and considering our focus on this market, approximately 41% (34% in 2017) of our wine supply for 2015 was 48% (37% for 2014).export came from our own vineyards.

 

The remaining 69% (77%74% (78% in 2014)2017) supply iswas purchased from third parties through long termlong-term and spot contracts. During 2015,In the last 12 months, the subsidiary VSPT acquired 55%63% (69% in 2014)2017) of the necessary grapes and wine from third parties through spot contracts. It also acquired 14%Additionally, the long-term transactions were 11% (9% in 2017) of its grape needs in 2015 from long term agreements (8% in 2014).the total supply.

 

We mustshould consider that as of December 31, 2015, the2018, wine represents 57% (59%64% (61% in 2014)2017 and 56% in 2016) of the total direct cost of the Wine Operating Segment, meaning that the supplysegment, and supplies purchased tofrom third parties represents 31% of the direct cost.represented 38% (42% in 2017).

 

Raw material price sensitivity Analysis

 

The totalF-42


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Raw material Price sensitivity analysis

Total direct costcosts in the Consolidated Statement of Income for 2015 amountsthe twelve months ended as of December 31, 2018, amounted to ThCh$ 485,391,583650,386,343 (ThCh$ 433,749,832586,223,676 in 20142017 and ThCh$ 382,645,778540,692,964 in 2013)2016). Assuming a reasonably possible 8% increase (decrease) in the direct cost of each Operating segment of 8% and maintaining constantkeeping all the rest of theother variables such as exchange rates constant, the aforesaid increase (decrease) would hypothetically result into a loss (income) before taxes of ThCh$ 24,078,37030,150,723 (ThCh$ 21,875,40528,604,884 in 20142017 and ThCh$ 20,363,65328,075,829 in 2013)2016) for the Chile Operating segment, ThCh$ 8,444,33113,545,233 (ThCh$ 5,925,78610,404,929 in 20142017 and ThCh$ 5,421,4378,089,082 in 2013)2016) for the International Business Operating segment ThCh$ 6,736,734  (ThCh$ 6,414,035 in 2014 and ThCh$ 6,180,9518,734,204 (ThCh$ 8,215,317 in2013) 2017 and ThCh$ 7,222,786 in 2016) for the Wine Operatingoperating segment.

Credit risk

 

The credit risk to which the Company is exposed to originates from: a) the commercialtrade accounts receivable maintained withfrom retail clients, wholesalecustomers, whole sale distributors and supermarket chains ofin the domestic markets;market; b) accounts receivable from exports; and c) financial facilitiesinstruments maintained with Banks and financial institutions, such as demand deposits, mutual fundsfund investments, facilitiesinstrument acquired under resale commitments and derivatives.

 

Domestic market

 

The credit risk related to commercial collectibletrade accounts ofreceivable from domestic markets is administeredmanaged by the LoanCredit and Collection Administration Officer,Collections Management Department, and it is monitored by the LoanCredit Committee of each business unit. The domestic market mainly refers to accounts receivables in Chile and represents 63% of total trade accounts receivable (66% in 2017 and 55% in 2016). The Company has a wide client base of customers that isare subject to the policies, procedures and controls established by the Company. The loanCredit limits are established for all clientscustomers on the basis of an internal qualificationrating and their payment performance.behavior. Outstanding commercialtrade accounts receivable are regularly monitored. In addition, the Company acquires loan insurances coveringpurchases credit insurance that covers 90% of the individually significant accounts receivable balances, a coverage that as of December 31, 2015, amounts2018, is equivalent to 88% (87%84% (88% in 2014)2017) of the total accounts receivable.

 

Overdue, but not impaired, commercialtrade accounts receivable corresponds to clientsreceivables represent customers that show delays ofare less than 21.422 days (18.2 daysoverdue (30 in 2014)2017).

 

As of December 31, 2015,2018, the Company hadhas approximately 998 clients (904 clients1,294 customers (1,205 customers in 2014) indebted in over2017) with more than Ch$ 10 million in debt each, that togetherwhich altogether represent approximately 85% (86%86% (85% in 2014)2017) of the total commercialtrade accounts receivable. There were 217 clients (195 clientsare 261 customers (240 customers in 2014)2017) with balances overin excess of Ch$ 50 million each, representing approximately 74% (76%75% (74% in 2014)2017) of the total accounts receivable. The 93%receivable.The 90% (94% in 2014)2017) of suchthose accounts receivable are covered by credit insurance.

The Company sells its products through retail customers, wholesale distributors and supermarket chains, with a credit worthiness of 99% (99% in 2017).

As of December 31, 2018, the loan insurance.Company has no significant guarantees from its customers.

 

The Company believes that no additional credit risk provisions are needed toother than the individual and collective provisions determined atas of December 31, 2015, as2018, that amount to ThCh$ 6,059,201 (ThCh$ 4,154,752 in 2017) are needed since a large percentage of these are covered by insurance.

 

F-33


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Exports market

 

The loancredit risk related to accounts receivable forfrom exports is administeredmanaged by VSPTthe Head of LoanCredit and Collection,Collections at VSPT and it is monitored by VSPT Administration and Finance Officer. The CompanyManagement. VSPT’s export trade accounts receivable represent 12% of total trade accounts receivable (12% in 2017). VSPT has a large clientwide base of customers, in overmore than eighty countries, which are subject to the policies, procedures and controls established by the Company.VSPT. In addition, the CompanyVSPT acquires loancredit insurance covering 99% (98%to cover 99.5% (99.7% in 2014)2017) of theindividually significant accounts receivable; and as of December 31, 2018 more than 90% (90% in 2017) of total accounts receivable.receivable are covered. Pending paymentpayments of commercialtrade accounts receivable isare regularly monitored. Apart from the loancredit insurance, having diversified sales in different countries decreases the loancredit risk.

 

As of December 31, 2015,2018, there were 69 clients (72 clients58 customers (63 customers in 2014) indebted for over2017) with more than ThCh$ 65,000 of debt each, which represent 88% (87%92% (91% in 2014)2017) of theVSPT´s total export market accounts receivable of the export market.receivable.

 

Overdue

F-43


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

With regards to VSPT’s export customers, overdue, but notno impaired, commercialtrade accounts receivable corresponds to clientsreceivables are customers that show delays ofare less than 1928 days
(32 overdue (20 days average in 2014)2017).

 

The Company estimatesbelieves that no loancredit risk provisions are necessary in addition toother than the individual and collective provisions determined as of December 31, 2015.2018. See analysis of accounts receivables maturitiesreceivable aging and losses due to impairment of accounts receivables (Note 15)(Note 10 – Trade and other receivables).

 

The Company has policies limitingFinancial investments and derivatives

Financial investments correspond to time deposits, which are financial instruments acquired with repurchase agreements at fixed interest rate, maturing in less than three months placed in financial institutions in Chile, so there are not exposed to significant market risk. Derivatives are measured at fair value and traded only in the Chilean market. As of 2018, the amendment to IFRS 9, which requires changes to the valuation of derivative financial instruments considering the counterparty loan risk exposure with respect to financial institutions,(CVA and such exposures are frequently monitored. Consequently, the Company does not have significant risk concentration with any specific financial institutions as of December 31, 2015.DVA), is applied.

Tax risk

 

Our businesses are taxed with different duties, particularly with excise taxes on the consumption of alcoholic and non-alcoholic beverages.

The Argentine excise tax is 8.7% for beer, and the Chilean excise tax is 20.5% for beer and wine (15% in 2014), 31.5% for spirits (27% in 2014), 18% for sugar content non alcoholic beverages and 10% for no sugar content non alcoholic beverages (13% in 2014). In Uruguay the excise tax is 22% for beer, 19% for sugar content non alcoholic beverages, 12% for no sugar content non alcoholic beverages and 8% for bottled water. As for Paraguay, the excise tax is 9% for beer and 5% for sugar content non alcoholic beverages and bottled water.

An increase in the rate of these or any other tax could negatively affect our sales and profitability.

Liquidity risk

 

The Company administersmanages liquidity risk at a consolidated level. The cashCash flows originated from operationaloperating activities beingare the main liquidity source.source of liquidity. Additionally, the Company has the ability to issue debt and equity instruments in the capitalcapitals market according tobased on our needs.

 

ToIn order to manage short-term liquidity, the Company considers projected cash flows for a twelve monthstwelve-month moving period and maintains cash and cash equivalents available to meet its obligations.

 

Based on the current operationaloperating performance and its liquidity position, the Company estimates that cash flows originated by operatingfrom operation activities and theavailable cash available shallwill be sufficient to finance working capital, capital investments, interest payments, dividend paymentspayment and debt payment requirementsrequirement for the next 12-month12-months period and in the foreseeable future.

 

 

F-44

F-34


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

A summary of theThe Company’s financial liabilities with their maturitiesexpiring as of December 31, 20152018 and 2014,2017, based on the non-discounted contractual cash flows appears below:are summarized as follows:

 

As of December 31, 2015

Book value

Contractual flows maturities

Less than 1 year

Between 1 and 5 years

More than 5 years

Total

ThCh$

ThCh$

Other financial liabilities no derivative

 

As of December 31, 2018

Book value (*)

Contractual flows maturities

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

Other financial liabilities no derivatives

 

 

Bank borrowings

76,050,091

33,250,667

52,025,633

-

85,276,300

 113,360,982

    4,171,430

   38,017,422

   20,574,967

   59,839,650

    3,381,796

 125,985,265

Bond payable

74,508,233

5,606,949

28,255,440

64,742,891

98,605,280

 139,362,478

    2,349,873

    4,855,854

   18,896,434

   18,053,262

 167,691,118

 211,846,541

Financial leases obligations

17,559,874

1,505,697

5,148,941

28,871,228

35,525,866

17,912,134

       241,724

       725,183

    1,911,683

    1,909,956

   23,078,634

   27,867,180

Deposits for return of bottles and containers

12,503,170

-

12,503,170

   13,967,995

               -  

   13,967,995

               -  

   13,967,995

Sub-Total

180,621,368

52,866,483

85,430,014

93,614,119

231,910,616

 284,603,589

    6,763,027

   57,566,454

   41,383,084

   79,802,868

 194,151,548

 379,666,981

Derivative financial liabilities

 

 

 

 

Derivative financial instruments

     4,997,124

    4,997,124

               -  

               -  

               -  

     4,997,124

Derivative hedge liabilities

107,698

107,876

-

-

107,876

     1,351,530

       639,032

       620,516

424,299

               -  

     1,683,847

Derivative financial instruments

171,470

171,471

-

171,471

Sub-Total

279,168

279,347

-

-

279,347

     6,348,654

    5,636,156

       620,516

424,299

               -  

     6,680,971

Total

180,900,536

53,145,830

85,430,014

93,614,119

232,189,963

 290,952,243

   12,399,183

   58,186,970

   41,807,383

   79,802,868

 194,151,548

 386,347,952

 

As of December 31, 2014

Book value

Contractual flows maturities

Less than 1 year

Between 1 and 5 years

More than 5 years

Total

ThCh$

ThCh$

Other financial liabilities no derivative

 

As of December 31, 2017

Book value (*)

Contractual flows maturities

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

Other financial liabilities no derivatives

 

 

Bank borrowings

95,822,149

51,813,214

52,789,648

-

104,602,862

   98,510,577

    5,159,746

   22,871,796

   23,799,505

   60,322,863

               -  

 112,153,910

Bond payable

73,937,639

5,485,283

23,204,531

71,545,695

100,235,509

   72,782,747

    1,127,076

    4,523,346

   18,137,303

   19,380,469

   48,315,616

   91,483,810

Financial leases obligations

17,392,945

1,681,160

5,228,658

28,911,336

35,821,154

   17,814,875

       354,543

    1,034,396

    2,552,580

    2,551,761

   27,644,377

   34,137,657

Deposits for return of bottles and containers

11,787,424

11,787,424

-

11,787,424

   13,228,328

               -  

   13,228,328

               -  

   13,228,328

Sub-Total

198,940,157

70,767,081

81,222,837

100,457,031

252,446,949

 202,336,527

    6,641,365

   41,657,866

   44,489,388

   82,255,093

   75,959,993

 251,003,705

Derivative financial liabilities

 

 

 

 

Derivative financial instruments

   10,416,675

               -  

   10,416,675

Derivative hedge liabilities

228,376

161,879

(307,947)

-

(146,068)

     1,840,188

       698,685

    1,142,524

               -  

     1,841,209

Derivative financial instruments

684,317

684,317

-

-

684,317

Sub-Total

912,693

846,196

(307,947)

-

538,249

   12,256,863

   11,115,360

    1,142,524

               -  

   12,257,884

Total

199,852,850

71,613,277

80,914,890

100,457,031

252,985,198

 214,593,390

   17,756,725

   42,800,390

   44,489,388

   82,255,093

   75,959,993

 263,261,589

(*) View current and non-current book value inNote 67 – Financial Instruments.

F-.45

 

F-35


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 6Financial Instruments

Financial instruments categories

The following are the book values of each financial instrument category at the closing of each year:

 

As of December 31, 2015

As of December 31, 2014

 

Current

Non current

Current

Non current

 

ThCh$

ThCh$

ThCh$

ThCh$

Cash and cash equivalents

192,554,239

-

214,774,876

-

Other financial assets

13,644,105

80,217

6,483,652

343,184

Accounts receivable - trade and other receivable

252,225,937

-

238,602,893

-

Acoounts receivable from related companies

4,788,930

445,938

11,619,118

522,953

Total financial assets

463,213,211

526,155

471,480,539

866,137

Bank borrowings

27,714,998

48,335,093

49,137,896

46,684,253

Bonds payable

3,155,239

71,352,994

3,029,425

70,908,214

Financial leases obligations

321,416

17,238,458

518,139

16,874,806

Derivative financial instruments

171,470

-

684,317

-

Derivative hedge liabilities

107,698

-

161,092

67,284

Deposits for return of bottles and containers

12,503,170

-

11,787,424

-

Total other non-financial liabililities (*)

43,973,991

136,926,545

65,318,293

134,534,557

Account payable- trade and other payable

227,736,803

1,645,098

203,782,805

369,506

Accounts payable to related entities

11,624,218

-

10,282,312

-

Total financial liabilities

283,335,012

138,571,643

279,383,410

134,904,063

 

 

 

 

 

(*) SeeNote 27 - Other financial liabilities.

F-36


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Financial instruments fair value

a)Composition of financial assets and liabilities:

The following tables show the fair values, based on the financial instrument categories, as compared to the book value included in the Consolidated Statements of Financial Position:

 

As of December 31, 2015

As of December 31, 2014

 

Book Value

Fair Value

Book Value

Fair Value

 

ThCh$

ThCh$

ThCh$

ThCh$

Cash and cash equivalents

192,554,239

192,554,239

214,774,876

214,774,876

Other financial assets

13,724,322

13,724,322

6,826,836

6,826,836

Accounts receivable - trade and other receivable

252,225,937

252,225,937

238,602,893

238,602,893

Acoounts receivable from related companies

5,234,868

5,234,868

12,142,071

12,142,071

Total financial assets

463,739,366

463,739,366

472,346,676

472,346,676

Bank borrowings

76,050,091

77,380,452

95,822,149

98,167,470

Bonds payable

74,508,233

80,087,449

73,937,639

80,134,117

Financial leases obligations

17,559,874

29,104,078

17,392,945

28,975,321

Derivative financial instruments

171,470

171,470

684,317

684,317

Derivative hedge liabilities

107,698

107,698

228,376

228,376

Deposits for return of bottles and containers

12,503,170

12,503,170

11,787,424

11,787,424

Total other non-financial liabililities (*)

180,900,536

199,354,317

199,852,850

219,977,025

Account payable- trade and other payable

229,381,901

229,381,901

204,152,311

204,152,311

Accounts payable to related entities

11,624,218

11,624,218

10,282,312

10,282,312

Total financial liabilities

421,906,655

440,360,436

414,287,473

434,411,648

 

 

 

 

 

The book value of current accounts receivables, cash and cash equivalents and other financial assets and liabilities approximate fair value due to the short-term nature of such facilities, and in the case of accounts receivable, due to the fact that any collection loss is already reflected in the impairment loss provision.

The fair value of non-derivative financial assets and liabilities that are not quoted in active markets are estimated through the use of discounted cash flows calculated on market variables observed as of the date of the financial statements. The fair value of derivative instruments is estimated through the discount of future cash flows, determined according to information observed in the market     or to variables and prices obtained from third parties.

The fair value of bank borrowings and Bonds payable have hierarchy level 2 of fair value.

b)Financial instruments as per category:

As of December 31, 2015

Fair value with changes in income

Cash and cash equivalents and loans and accounts receivables

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial assets

 

 

 

 

Derivative financial instruments

9,365,572

-

816,622

10,182,194

Marketable securities and investments in other companies

3,542,128

-

-

3,542,128

Total other financial assets

12,907,700

-

816,622

13,724,322

Cash and cash equivalents

-

192,554,239

-

192,554,239

Accounts receivable-trade and other receivables

-

252,225,937

-

252,225,937

Account receivable from to related companies

-

5,234,868

-

5,234,868

Total

12,907,700

450,015,044

816,622

463,739,366

F-37


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

As of December 31, 2015

Fair value with changes in income

Hedge derivatives

Financial libilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial liabilities

 

 

 

 

Bank borrowings

-

-

76,050,091

76,050,091

Bonds payable

-

-

74,508,233

74,508,233

Financial leases obligations

-

-

17,559,874

17,559,874

Deposits for return of bottles and containers

-

-

12,503,170

12,503,170

Derivative financial instruments

171,470

107,698

-

279,168

Total others financial liabililities

171,470

107,698

180,621,368

180,900,536

Account payable- trade and other payable

-

-

229,381,901

229,381,901

Accounts payable to related entities

-

-

11,624,218

11,624,218

Total

171,470

107,698

421,627,487

421,906,655

As of December 31, 2014

Fair value with changes in income

Cash and cash equivalents and loans and accounts receivables

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial assets

 

 

 

 

Derivative financial instruments

5,467,620

-

343,184

5,810,804

Marketable securities and investments in other companies

1,016,032

-

-

1,016,032

Total other financial assets

6,483,652

-

343,184

6,826,836

Cash and cash equivalents

-

214,774,876

-

214,774,876

Accounts receivable-trade and other receivables

-

238,602,893

-

238,602,893

Account receivable from to related companies

-

12,142,071

-

12,142,071

Total

6,483,652

465,519,840

343,184

472,346,676

As of December 31, 2014

Fair value with changes in income

Hedge derivatives

Financial libilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial liabilities

 

 

 

 

Bank borrowings

-

-

95,822,149

95,822,149

Bonds payable

-

-

73,937,639

73,937,639

Financial leases obligations

-

-

17,392,945

17,392,945

Deposits for return of bottles and containers

-

-

11,787,424

11,787,424

Derivative financial instruments

684,317

228,376

-

912,693

Total others financial liabililities

684,317

228,376

198,940,157

199,852,850

Account payable- trade and other payable

-

-

204,152,311

204,152,311

Accounts payable to related entities

-

-

10,282,312

10,282,312

Total

684,317

228,376

413,374,780

414,287,473

F-38


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Derivative Instruments

The detail of maturities, number of derivative agreements, contracted nominal amounts, fair values and the classification of such derivative instruments as per type of agreement at the closing of each year is as follows:

 

As of December 31, 2015

As of December 31, 2014

Number agreements

Notional amounts thousand

Asset

Liability

Number agreements

Notional amounts thousand

Asset

Liability

ThCh$

ThCh$

ThCh$

ThCh$

Cross interest rate swaps USD/USD

1

10,094

-

107,698

2

18,185

-

184,999

Less than a year

1

10,094

-

107,698

1

8,185

-

117,713

Between 1 and 5 years

-

-

-

-

1

10,000

-

67,286

Cross currency interest rate swaps USD/EURO

2

12,353

816,622

-

1

4,499

343,184

43,377

Less than a year

1

4,477

736,405

-

-

63

-

43,377

Between 1 and 5 years

1

7,877

80,217

-

1

4,436

343,184

-

Forwards USD

27

148,404

9,276,156

117,151

30

93,709

5,467,620

570,413

Less than a year

27

148,404

9,276,156

117,151

30

93,709

5,467,620

570,413

Forwards Euro

7

11,981

57,834

52,368

8

11,975

-

98,507

Less than a year

7

11,981

57,834

52,368

8

11,975

-

98,507

Forwards CAD

4

1,500

18,192

1,951

1

870

-

1,622

Less than a year

4

1,500

18,192

1,951

1

870

-

1,622

Forwards GBP

3

865

13,390

-

2

1,060

-

13,775

Less than a year

3

865

13,390

-

2

1,060

-

13,775

Total derivative instruments

44

 

10,182,194

279,168

44

 

5,810,804

912,693

 

 

 

 

 

 

 

 

 

These derivative agreements have been entered into as a hedge of exchange rate risk exposure. In the case of forwards, the Company does not comply with the formal requirements for hedging classified; consequently their effects are recorded in Income, in Other gains (losses), separately from the hedged item.

F-39


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

In the case of Cross Currency Interest Rate Swaps and the Cross Interest Rate Swaps, these qualify as cash flow hedges of the flows related to loans from Banco de Chile and Banco Scotiabank. See additional disclosures inNote 27.

As of December 31, 2015

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank

Interest rate and exchange rate in bank obligations

USD

5,700,299

EUR

5,589,172

111,127

18-06-2018

Banco de Chile

Interest rate and exchange rate in bank obligations

USD

3,205,865

EUR

2,500,370

705,495

11-07-2016

Banco de Chile

Interest rate on bank loans

USD

7,227,245

USD

7,334,943

(107,698)

07-07-2016

 

 

 

 

 

 

 

 

As of December 31, 2014

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank

Interest rate on bank loans

USD

4,862,197

USD

4,870,405

(8,208)

22-06-2015

Banco de Chile

Interest rate and exchange rate on bank loans

USD

2,718,035

EUR

2,418,228

299,807

11-07-2016

Banco de Chile

Interest rate on bank loans

USD

6,128,184

USD

6,304,976

(176,792)

07-07-2016

 

 

 

 

 

 

 

 

The Consolidated Statement of Other Comprehensive Income includes under the caption cash flow hedge, for the years ended December 31, 2015, a debit before income taxes of ThCh$ 80,693 (a credit before incomes taxes of ThCh$ 155,258 and a debit of ThCh$ 256,592, in 2014 and 2013, respectively), relating to the fair value of the Cross Currency Interest Swap and Cross Interest Rate Swap derivatives instruments.

Fair value hierarchies

The financial instruments recorded at fair value in the Statement of Financial Position are classified as follows, depending on the method used to obtain their fair values:

Level 1                  Fair values obtained through direct reference to quoted market prices, without any adjustment.

Level 2                  Fair values obtained through the use of valuation models accepted in the market and based on prices different from those of Level 1, which may be directly or indirectly observed as of the measurement date (adjusted prices).

Level 3                   Fair values obtained through internally developed models or methodologies that use information which may not be observed or which is illiquid.

F-40


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The fair value of financial instruments recorded at fair value in the Consolidated Financial Statements, are as follows:

As of December 31, 2015

Recorded fair value

Fair value hierarchy

Level 1

Level 2

Level 3

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

9,365,572

-

9,365,572

-

Market securities and investments in other companies

3,542,128

3,542,128

-

-

Derivative hedge assets

816,622

-

816,622

-

Fair value financial assets

13,724,322

3,542,128

10,182,194

-

Derivative hedge liabilities

107,698

-

107,698

-

Derivative financial instruments

171,470

-

171,470

-

Fair value financial liabilities

279,168

-

279,168

-

 

 

 

 

 

     

As of December 31, 2014

Recorded fair value

Fair value hierarchy

Level 1

Level 2

Level 3

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

5,467,620

-

5,467,620

-

Market securities and investments in other companies

1,016,032

1,016,032

-

-

Derivative hedge assets

343,184

-

343,184

-

Fair value financial assets

6,826,836

1,016,032

5,810,804

-

Derivative hedge liabilities

228,376

-

228,376

-

Derivative financial instruments

684,317

-

684,317

-

Fair value financial liabilities

912,693

-

912,693

-

 

 

 

 

 

During year ended as ofDecember 31, 2015, the Company has not made any significant instrument transfer between levels 1 and 2.

Credit Quality of financial assets

The Company uses two credit assessment systems for its clients: a) Clients with loan insurance are assessed according to the external risk criteria (trade reports, non-compliance and protested documents that are available in the local market), payment capability and equity situation required by the insurance company to grant a loan coverage; b) All other the clients are assessed through an ABC risk model, which considers internal risk (non-compliance and protested documents), external risk (trade reports, non-compliance and protested documents that  are available in the local market) and payment capacity and equity situation. The uncollectible rate during the last two years has not been significant.

F-41


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 7Financial Information as per operating segments

 

The Company has defined three Operating segments, essentially defined with respect to its revenues in the geographic areas of commercial activity: 1. Chile, 2. International business and 3. Wine.

From the fourth quarter of 2015 onwards, was created the Committee of International Business, which brings together management of the business activities regarding the geographical areas Argentina, Uruguay and Paraguay. Following this change, the Río de la Plata Operating segment (consisting of the business activities referred to) will be renamed into the International Business Operating Segment. The Committee of International Business will at the same time represent and look after the interests associated with the investments in Bolivia and Colombia, which will continue to report its results under Equity and income of JVs and associated on a consolidated basis.3.Wine.

These Operating segments mentioned are consistent with the way the Company is managed and how results are reported by CCU. These segments reflect separate operating results which are regularly reviewed by each segmentthe chief operating decision maker in order to make decisions about the resources to be allocated to the segment and assess its performance.

Operating segment


Products and services

Chile

Beers, non-alcoholic beverages, spirits and spirits.SSU.

International businessBusiness

Beers, cider, non-alcoholic beverages and spirits in Argentina, Uruguay, Paraguay and Paraguay.Bolivia.

Wines

Wines, mainly in export markets to more 80 countries.

 

 

Corporate revenues and expenses are presented separately within the Other, segment. Inin addition this segmentin the other presents the elimination of transactions between segments.

The Company does not have any customers representing more than 10% of consolidated revenues.

The detail of the segments is presented in the following tables.tables:

 

 

F-46

 

F-42


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

a)    Information as per operating segments for the years ended as ofDecember 31, 20152018 and 2014:2017:

 

Chile Operating segment

International business segment operation

Wines operating segment

Others

Total

Chile

International Business

Wines

Others

Total

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

2018

2017

2018 (4)

2017

2018

2017

2018 (4)

2017

2018 (5)

2017

ThCh$

ThCh$

Sales revenue external customers

885,769,609

813,639,952

400,051,022

292,152,707

184,169,165

168,139,809

-

1,469,989,796

1,273,932,468

1,080,974,052

1,020,763,055

473,972,819

457,178,413

201,305,759

200,455,713

-

-

1,756,252,630

1,678,397,181

Other income

10,238,408

9,100,957

4,708,728

3,992,902

5,214,674

3,918,028

8,220,109

7,021,944

28,381,919

24,033,831

15,754,493

14,667,777

9,404,839

2,740,533

4,190,594

3,105,064

(2,320,219)

(549,761)

27,029,707

19,963,613

Sales revenue between segments

6,013,177

7,600,483

953,967

3,522,074

131,209

290,716

(7,098,353)

(11,413,273)

-

12,845,646

11,688,658

548,184

398,100

1,022,378

893,005

(14,416,208)

(12,979,763)

-

-

Net sales

902,021,194

830,341,392

405,713,717

299,667,683

189,515,048

172,348,553

1,121,756

(4,391,329)

1,498,371,715

1,297,966,299

1,109,574,191

1,047,119,490

483,925,842

460,317,046

206,518,731

204,453,782

(16,736,427)

(13,529,524)

1,783,282,337

1,698,360,794

Change %

8.6

-

35.4

-

10.0

-

15.4

-

6.0

-

5.1

-

1.0

-

5.0

-

Cost of sales

(420,297,983)

(383,558,625)

(162,665,341)

(136,174,602)

(105,956,281)

(97,523,601)

3,844,354

12,720,013

(685,075,251)

(604,536,815)

(501,255,744)

(483,604,499)

(230,068,601)

(190,387,412)

(133,271,578)

(126,244,373)

4,584,531

1,497,629

(860,011,392)

(798,738,655)

% of Net sales

46.6

46.2

40.1

45.4

55.9

56.6

-

45.7

46.6

45.2

46.2

47.5

41.4

64.5

61.7

-

48.2

47.0

Gross margin

481,723,211

446,782,767

243,048,376

163,493,081

83,558,767

74,824,952

4,966,110

8,328,684

813,296,464

693,429,484

608,318,447

563,514,991

253,857,241

269,929,634

73,247,153

78,209,409

(12,151,896)

(12,031,895)

923,270,945

899,622,139

% of Net sales

53.4

53.8

59.9

54.6

44.1

43.4

-

54.3

53.4

54.8

53.8

52.5

58.6

35.5

38.3

-

51.8

53.0

MSD&A (1)

(328,488,527)

(317,765,236)

(216,098,525)

(154,299,739)

(51,070,291)

(50,284,130)

(16,907,433)

(13,253,897)

(612,564,776)

(535,603,002)

(407,242,869)

(383,169,121)

(210,591,361)

(225,341,789)

(52,408,689)

(53,941,735)

(11,332,903)

(6,330,835)

(681,575,822)

(668,783,480)

% of Net sales

36.4

38.3

53.3

51.5

26.9

29.2

-

40.9

41.3

36.7

36.6

43.5

49.0

25.4

26.4

-

38.2

39.4

Other operating income (expenses)

688,920

722,478

3,315,892

20,173,967

44,823

238,952

155,675

2,585,913

4,205,310

23,721,310

1,586,173

2,438,416

223,078,626

678,153

1,828,938

251,765

532,889

687,209

227,026,626

4,055,543

Operating result before Exceptional Items (EI)

153,923,604

129,740,009

30,265,743

29,367,309

32,533,299

24,779,774

(11,785,648)

(2,339,300)

204,936,998

181,547,792

Change %

18.6

-

3.1

-

31.3

-

12.9

-

% of Net sales

17.1

15.6

7.5

9.8

17.2

14.4

-

13.7

14.0

Exceptional Items (EI) (2)

-

(1,214,505)

-

(412,995)

-

(1,627,500)

Operating result (3)

153,923,604

129,740,009

30,265,743

28,152,804

32,533,299

24,779,774

(11,785,648)

(2,752,295)

204,936,998

179,920,292

Adjusted operating result (2)

202,661,751

182,784,286

266,344,506

45,265,998

22,667,402

24,519,439

(22,951,910)

(17,675,521)

468,721,749

234,894,202

Change %

18.6

-

7.5

-

31.3

-

13.9

-

10.9

-

488.4

-

(7.6)

-

99.5

-

% of Net sales

17.1

15.6

7.5

9.4

17.2

14.4

-

13.7

13.9

18.3

17.5

55.0

9.8

11.0

12.0

-

26.3

13.8

Net financial expense

-

(15,255,586)

(10,820,891)

-

(7,766,206)

(19,115,361)

Equity and income of associates and joint ventures

-

(5,228,135)

(898,607)

-

(10,815,520)

(8,914,097)

Foreign currency exchange differences

-

957,565

(613,181)

-

3,299,657

(2,563,019)

Results as per adjustment units

-

(3,282,736)

(4,159,131)

-

742,041

(110,539)

Other gains (losses)

-

8,512,000

4,036,939

-

4,029,627

(7,716,791)

Income before taxes

 

190,640,106

167,465,421

 

 

458,211,348

196,474,395

Income taxes

 

(50,114,516)

(46,673,500)

Tax income (expense)

 

(136,126,817)

(48,365,976)

Net income for year

 

140,525,590

120,791,921

 

 

322,084,531

148,108,419

Non-controlling interests

 

19,717,455

14,553,471

 

15,193,739

18,501,066

Net income attributable to equity holders of the parent

 

120,808,135

106,238,450

 

 

306,890,792

129,607,353

Depreciation and amortization

45,766,393

38,832,969

14,334,415

11,194,117

7,568,991

7,115,790

13,897,003

11,464,690

81,566,802

68,607,566

63,148,804

64,807,818

19,798,708

15,568,301

7,935,006

7,505,440

2,406,676

4,317,945

93,289,194

92,199,504

ORBDA before EI

199,689,997

168,572,978

44,600,158

40,561,426

40,102,290

31,895,564

2,111,355

9,125,390

286,503,800

250,155,358

Change %

18.5

-

10.0

-

25.7

-

14.5

-

% of Net sales

22.1

20.3

11.0

13.5

21.2

18.5

-

19.1

19.3

ORBDA (4)

199,689,997

168,572,978

44,600,158

39,346,921

40,102,290

31,895,564

2,111,355

8,712,395

286,503,800

248,527,858

ORBDA (3)

265,810,555

247,592,104

286,143,214

60,834,299

30,602,408

32,024,879

(20,545,234)

(13,357,576)

562,010,943

327,093,706

Change %

18.5

-

13.4

-

25.7

-

15.3

-

7.4

-

370.4

-

(4.4)

-

71.8

-

% of Net sales

22.1

20.3

11.0

13.1

21.2

18.5

-

19.1

24.0

23.6

59.1

13.2

14.8

15.7

-

31.5

19.3

 

 

 

(1)  MSD&A included Marketing, Selling, Distribution and Administrative expenses.

(2)  Exceptional Items are income or expenses that do not occur regularly as part of the normal activities of the Company. It’s presented separately because its important items for the understanding the normal operations of the Company due to importance or nature.During the year 2014, the Company has considered thisAdjusted operating result as an Exceptional Items related to different restructuring process of operating segments.

(3)Operating result (For(for management purposes we have defined as earningsNet income before other gains (losses), net financial expense, equity and income of joint venture, foreign currency exchange differences, result as per adjustment units and income taxes).

(4)(3)  ORBDA (For(for management purpose we have defined as Adjusted Operating Result before Depreciation and Amortization).

(4)The net impact, related to early termination of Budweiser license,  on International Business Operating segment earnings was a one-time gain of ThCh$ 211,228,960 in ORBDA and a loss in Other for an amount of ThCh$ 2,386,517. 

(5)The net impact, related to early termination of Budweiser license (SeeNote 1 – General information, letter C),on CCU’s consolidated earnings was a one-time gain of ThCh$ 208,842,443 inORBDA and ThCh$ 157,358,973 in Net income attributable to equity holder of the parent.

F-47

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

b)    Information as per operating segments for the years ended as ofDecemberendedDecember 31, 20142017 and 2013:2016:

 

Chile Operating segment

International business segment operation

Wines operating segment

Others

Total

Chile

International Business

Wines

Others

Total

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2017

2016

2017

2016

2017

2016

2017

2016

2017

2016

ThCh$

ThCh$

Sales revenue external customers

813,639,952

751,079,523

292,152,707

274,029,865

168,139,809

146,938,005

-

1,273,932,468

1,172,047,393

1,020,763,055

973,220,715

457,178,413

366,778,056

200,455,713

195,322,270

-

1,678,397,181

1,535,321,041

Other income

9,100,957

8,560,450

3,992,902

7,405,658

3,918,028

4,524,947

7,021,944

4,688,062

24,033,831

25,179,117

14,667,777

15,630,481

2,740,533

2,783,615

3,105,064

5,851,015

(549,761)

(688,444)

19,963,613

23,576,667

Sales revenue between segments

7,600,483

5,555,707

3,522,074

999,777

290,716

792,495

(11,413,273)

(7,347,979)

-

11,688,658

8,524,493

398,100

546,972

893,005

228,767

(12,979,763)

(9,300,232)

-

Net sales

830,341,392

765,195,680

299,667,683

282,435,300

172,348,553

152,255,447

(4,391,329)

(2,659,917)

1,297,966,299

1,197,226,510

1,047,119,490

997,375,689

460,317,046

370,108,643

204,453,782

201,402,052

(13,529,524)

(9,988,676)

1,698,360,794

1,558,897,708

Change %

8.5

-

6.1

-

13.2

-

8.4

-

5.0

-

24.4

-

1.5

-

8.9

-

Cost of sales

(383,558,625)

(343,230,330)

(136,174,602)

(113,264,790)

(97,523,601)

(92,864,092)

12,720,013

12,662,578

(604,536,815)

(536,696,634)

(483,604,499)

(471,151,686)

(190,387,412)

(157,485,547)

(126,244,373)

(112,938,261)

1,497,629

(244,422)

(798,738,655)

(741,819,916)

% of Net sales

46.2

44.9

45.4

40.1

56.6

61.0

-

46.6

44.8

46.2

47.2

41.4

42.6

61.7

56.1

-

47.0

47.6

Gross margin

446,782,767

421,965,350

163,493,081

169,170,510

74,824,952

59,391,355

8,328,684

10,002,661

693,429,484

660,529,876

563,514,991

526,224,003

269,929,634

212,623,096

78,209,409

88,463,791

(12,031,895)

(10,233,098)

899,622,139

817,077,792

% of Net sales

53.8

55.1

54.6

59.9

43.4

39.0

-

53.4

55.2

53.8

52.8

58.6

57.4

38.3

43.9

-

53.0

52.4

MSD&A (1)

(317,765,235)

(275,202,656)

(154,299,739)

(142,972,002)

(50,284,131)

(46,036,147)

(13,253,897)

(9,312,740)

(535,603,002)

(473,523,545)

(383,169,121)

(373,407,847)

(225,341,789)

(191,413,501)

(53,941,735)

(52,007,092)

(6,330,835)

(2,714,311)

(668,783,480)

(619,542,751)

% of Net sales

38.3

36.0

51.5

50.6

29.2

30.2

-

41.3

39.6

36.6

37.4

49.0

51.7

26.4

25.8

-

39.4

39.7

Other operating income (expenses)

722,478

1,385,111

20,173,967

1,038,067

238,952

(166,311)

2,585,913

1,991,965

23,721,310

4,248,832

2,438,416

1,734,871

678,153

(394,820)

251,765

732,689

687,209

1,043,939

4,055,543

3,116,679

Operating result before Exceptional Items (EI)

129,740,010

148,147,805

29,367,309

27,236,575

24,779,773

13,188,897

(2,339,300)

2,681,886

181,547,792

191,255,163

Change %

(12.4)

-

7.8

-

87.9

-

(5.1)

-

% of Net sales

15.6

19.4

9.8

9.6

14.4

8.7

-

14.0

16.0

Exceptional Items (EI) (2)

-

(780,458)

(1,214,505)

(543,111)

-

(275,700)

(412,995)

(1,390,060)

(1,627,500)

(2,989,329)

Operating result (3)

129,740,010

147,367,347

28,152,804

26,693,464

24,779,773

12,913,197

(2,752,295)

1,291,826

179,920,292

188,265,834

Adjusted operating result (2)

182,784,286

154,551,027

45,265,998

20,814,775

24,519,439

37,189,388

(17,675,521)

(11,903,470)

234,894,202

200,651,720

Change %

(12.0)

-

5.5

-

91.9

-

(4.4)

-

18.3

-

117.5

-

(34.1)

-

17.1

-

% of Net sales

15.6

19.3

9.4

9.5

14.4

8.5

-

13.9

16

17.5

15.5

9.8

5.6

12.0

18.5

-

13.8

12.9

Net financial expense

-

(10,820,891)

(15,830,056)

-

(19,115,361)

(14,627,170)

Equity and income of associates and joint ventures

-

(898,607)

308,762

-

(8,914,097)

(5,560,522)

Foreign currency exchange differences

-

(613,181)

(4,292,119)

-

(2,563,019)

456,995

Results as per adjustment units

-

(4,159,131)

(1,801,765)

-

(110,539)

(2,246,846)

Other gains (losses)

-

4,036,939

958,802

-

(7,716,791)

(8,345,907)

Income before taxes

 

167,465,421

167,609,458

 

 

196,474,395

170,328,270

Income taxes

 

(46,673,500)

(34,704,907)

Tax income (expense)

 

(48,365,976)

(30,246,383)

Net income for year

 

120,791,921

132,904,551

 

 

148,108,419

140,081,887

Non-controlling interests

 

14,553,471

9,868,543

 

18,501,066

21,624,399

Net income attributable to equity holders of the parent

 

106,238,450

123,036,008

 

 

129,607,353

118,457,488

Depreciation and amortization

38,832,969

37,534,253

11,194,117

9,957,053

7,115,790

7,238,886

11,464,690

9,516,304

68,607,566

64,246,496

64,807,818

61,736,849

15,568,301

11,928,705

7,505,440

7,078,872

4,317,945

2,783,619

92,199,504

83,528,045

ORBDA before EI

168,572,979

185,682,058

40,561,426

37,193,628

31,895,563

20,427,783

9,125,390

12,198,190

250,155,358

255,501,659

Change %

(9.2)

-

9.1

-

56.1

-

(2.1)

-

% of Net sales

20.3

24.3

13.5

13.2

18.5

13.4

-

19.3

21.3

ORBDA (4)

168,572,979

184,901,600

39,346,921

36,650,517

31,895,563

20,152,083

8,712,395

10,808,130

248,527,858

252,512,330

ORBDA (3)

247,592,104

216,287,876

60,834,299

32,743,480

32,024,879

44,268,260

(13,357,576)

(9,119,851)

327,093,706

284,179,765

Change %

(8.8)

-

7.4

-

58.3

-

(1.6)

-

14.5

-

85.8

-

(27.7)

-

15.1

-

% of Net sales

20.3

24.2

13.1

13.0

18.5

13.2

-

19.1

21.1

23.6

21.7

13.2

8.8

15.7

22.0

-

19.3

18.2

 

 

 

(1)  MSD&A included Marketing, Selling, Distribution and Administrative expenses.

(2)  Exceptional Items are income or expenses that do not occur regularly as part of the normal activities of the Company. It’s presented separately because its important items for the understanding the normal operations of the Company due to importance or nature.For the year 2013, the Companyhas considered thisAdjusted operating result as an Exceptional items (EI) related to restructuring process which implied the early retirement of managers replaced internally, promotions and the sole and exceptional payments of incentives to the leaving and remaining personnel.

(3)Operating result (For(for management purposes we have defined as earningsNet income before other gains (losses), net financial expense, equity and income of joint venture, foreign currency exchange differences, result as per adjustment units and income taxes).

(4)(3)  ORBDA (For(for management purpose we have defined as Adjusted Operating Result before Depreciation and Amortization).

 

 

F-48



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Sales information by geographic location

 

Net sales per geographical location

For the years ended as of December 31,

For the years ended as of December 31,

2015

2014

2013

2018

2017

2016

ThCh$

ThCh$

ThCh$

ThCh$

Chile(1)

1,081,835,420

991,938,043

907,947,965

1,289,513,013

1,226,668,091

1,176,972,109

Argentina(2)

366,886,701

264,631,403

279,342,525

421,607,095

413,466,737

329,585,488

Uruguay

14,432,950

11,204,806

9,936,020

17,708,773

16,402,136

15,204,331

Paraguay

35,216,644

30,192,047

-

43,565,171

41,823,830

37,135,780

Bolivia (3)

10,888,285

                     -  

                     -  

Foreign countries

493,769,324

471,692,703

381,925,599

Total

1,498,371,715

1,297,966,299

1,197,226,510

1,783,282,337

1,698,360,794

1,558,897,708

(1)Includes net sales correspond to Corporate Support Unit and eliminations between geographical locations. Additionally, includes net sales made in Chile of the Wines Operating segment.

See distribution of domestic(2)Includes net sales made by the subisiaries Finca La Celia S.A. and exports revenues inLos Huemules SRL., registered under the Wines Operating segment and Chile Operating segment, respectively.

(3)SeeNote 915 – Business combinations, letter a).

 

Depreciation and amortization as per operating segmentsSales information by customer

 

Property, plant and equipment depreciation and amortization of software

For the years ended as of December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Chile Operating segment

45,766,393

38,832,969

37,534,253

International business segment operation

14,334,415

11,194,117

9,957,053

Wines operating segment

7,568,991

7,115,790

7,238,886

Others (1)

13,897,003

11,464,690

9,516,304

Total

81,566,802

68,607,566

64,246,496

(1)Others includes depreciation and amortization corresponding to the Corporate Support Units and Strategic Service Units.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Capital expenditures as per operating segments

Capital expenditures (property, plant and equipment and software additions)

For the years ended as of December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Chile Operating segment

72,292,561

85,904,965

70,441,360

International business segment operation

27,871,662

33,481,407

29,779,226

Wines operating segment

10,052,863

12,686,080

4,839,881

Others (1)

21,513,836

98,007,700

19,498,562

Total

131,730,922

230,080,152

124,559,029

(1)Others includes the capital investments corresponding to the Corporate Support Units and Strategic Service Units.

Assets as per operating segments

Assets per segment

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

Chile Operating segment

685,295,557

653,728,891

International business segment operation

256,319,478

275,037,618

Wines operating segment

308,288,465

297,145,081

Others (1)

573,453,051

542,989,483

Total

1,823,356,551

1,768,901,073

(1)Others includes goodwill and the assets corresponding to the Corporate Support Units and Strategic Service Units.

Assets per geographic location

Assets per geographical location

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

Chile

1,555,550,811

1,480,587,584

Argentina

188,897,724

211,886,432

Uruguay

25,703,157

23,971,219

Paraguay

53,204,859

52,455,838

Total

1,823,356,551

1,768,901,073

Liabilites as per operating segments

Liabilites per segments

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

Chile Operating segment

328,182,912

370,380,118

International business segment operation

97,680,139

125,647,902

Wines operating segment

102,780,420

99,164,051

Others (1)

107,190,935

25,209,084

Total

635,834,406

620,401,155

(1)Others includes liabilites corresponding to the Corporate Support Units and Strategic Service Units.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Operating Segment’s additional information

The Consolidated Statement of Income classified according to the Company’s operations management is as follows:

CONSOLIDATED STATEMENT OF INCOME

Notes

For the years ended December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Sales revenue external customers

 

1,469,989,796

1,273,932,468

1,172,047,393

Other income

 

28,381,919

24,033,831

25,179,117

Net sales

9

1,498,371,715

1,297,966,299

1,197,226,510

Change %

 

15.4

8.4

-

Cost of sales

 

(685,075,251)

(604,536,815)

(536,696,634)

% of Net sales

 

45.7

46.6

44.8

Gross margin

 

813,296,464

693,429,484

660,529,876

% of Net sales

 

54.3

53.4

55.2

MSD&A (1)

 

(612,564,776)

(535,603,002)

(473,523,545)

% of Net sales

 

40.9

41.3

39.6

Other operating income (expenses)

 

4,205,310

23,721,310

4,248,832

Operating result before Exceptional Items (EI)

 

204,936,998

181,547,792

191,255,163

Change %

 

12.9

(5.1)

-

% of Net sales

 

13.7

14.0

16.0

Exceptional Items (EI) (2)

 

-

(1,627,500)

(2,989,329)

Operating result (3)

 

204,936,998

179,920,292

188,265,834

Change %

 

13.9

(4.4)

-

% of Net sales

 

13.7

13.9

15.7

Net financial expense

11

(15,255,586)

(10,820,891)

(15,830,056)

Equity and income of associates and joint ventures

20

(5,228,135)

(898,607)

308,762

Foreign currency exchange differences

11

957,565

(613,181)

(4,292,119)

Results as per adjustment units

11

(3,282,736)

(4,159,131)

(1,801,765)

Other gains (losses)

13

8,512,000

4,036,939

958,802

Income before taxes

 

190,640,106

167,465,421

167,609,458

Income taxes

26

(50,114,516)

(46,673,500)

(34,704,907)

Net income for year

 

140,525,590

120,791,921

132,904,551

Non-controlling interests

32

19,717,455

14,553,471

9,868,543

Net income attributable to equity holders of the parent

 

120,808,135

106,238,450

123,036,008

Depreciation and amortization

 

81,566,802

68,607,566

64,246,496

ORBDA before EI

 

286,503,800

250,155,358

255,501,659

Change %

 

14.5

(2.1)

-

% of Net sales

 

19.1

19.3

21.3

ORBDA (4)

 

286,503,800

248,527,858

252,512,330

Change %

 

15.3

(1.6)

-

% of Net sales

 

19.1

19.1

21.1

 

 

 

 

 

See definition of (1), (2), (3) and (4) in information as per Operating segment.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

(4) The following is a reconciliation of our income operational activities, the most directly comparable IFRS measure to Operating Result for the years ended on December 31, 2015, 2014 and 2013:

 

For the years ended December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Income from operational activities

213,448,998

183,957,231

189,224,636

Add (Subtract):

 

 

 

Results derivative contracts

(9,839,675)

(4,152,548)

(2,390,493)

Marketable securities to fair value

(36,280)

103,306

107,914

Other

1,363,955

12,303

1,323,777

Exceptional Items (EI) (2)

-

1,627,500

2,989,329

Operating result before EI

204,936,998

181,547,792

191,255,163

Exceptional Items (EI) (2)

-

(1,627,500)

(2,989,329)

Operating result (1)

204,936,998

179,920,292

188,265,834

See definition of (1) and (2) in information as per Operating segment.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 8Business Combinations

a) Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

Year 2013 Acquisitions

During December 2013, the Company acquired 50.005% and 49.96% of the stock of Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., respectively. This transaction allows the Company, to participate in the beer distribution business, and production and marketing of non-alcoholic drinks, waters and nectars. The total amount of this transaction was ThCh$ 11,254,656.

On June 9, 2015 the committed equity of ThCh$7,414,290 was paid.

For the acquisition of the Paraguayan companies, the Company have been determined the fair values of the assets, liabilities and contingent liabilities, generating goodwill and trademarks for an amount of ThCh$ 5,566,003 and
ThCh$ 3,658,167, respectively, among others (
Note 21 and 22).

On December 23, 2014, the Company signed a contract with its subsidiary CCU Inversiones II Limited, in which the last acquired all of stock of Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

Bebidas del Paraguay S.A. (BdP) and Distribuidora del Paraguay S.A. (DdP) are considered as an economic group that share operational and financial strategy. BdP manufactures products with different brands of its property. DdP is sole and exclusive customer, which is responsible for the distribution and marketing of its products, reason why BdP is it consolidates DdP.

It is expected that the acquisition of these companies increases their productive capacities, through the expansion of their productive assets, growth in market share through the various brands market and participation in local and foreign markets, as well as operational improvements as a result of synergies obtained in the operational and administrative functions.

b) Manantial S.A.

Year 2013 Acquisitions

On June 7, 2013, the Company proceeded to pay outstanding balance of ThCh$ 1,781,909 related to the acquisition of Manantial S.A.

c)As of December 31, 2015, the Company has not made business combinations.

Note 9

 

For the years ended as of December 31,

Net Sales

2018

2017

2016

 

NetThCh$

ThCh$

ThCh$

Domestic sales distributed between domestic

1,664,613,889

1,572,617,473

1,429,152,068

Exports sales

118,668,448

125,743,321

129,745,640

Total

1,783,282,337

1,698,360,794

1,558,897,708

Sales information by product category

Sales information by product category

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Alcoholic business

1,206,506,503

1,158,451,078

1,041,923,724

Non-alcoholic business

549,746,127

519,946,103

493,397,317

Others (1)

27,029,707

19,963,613

23,576,667

Total

1,783,282,337

1,698,360,794

1,558,897,708

(1)Others consist mainly of sales of by-products and packaging including bottles, pallets, and glasses.

Depreciation and amortization as per operating segments

Depreciation and amortization

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Chile operating segment

63,148,804

64,807,818

61,736,849

International Business operating segment

19,798,708

15,568,301

11,928,705

Wines operating segment

7,935,006

7,505,440

7,078,872

Others (1)

2,406,676

4,317,945

2,783,619

Total

93,289,194

92,199,504

83,528,045

(1)Includes depreciation and amortization corresponding to the Corporate Support Units.

F-49


Compañía Cervecerías Unidas S.A. and export,subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Cash flows Operating Segments

Cash flows Operating Segments

 

For the years ended as of December 31,

 

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Cash flows from (used in ) Operating activities

 

429,313,131

262,161,431

190,014,348

Chile operating segment

 

157,294,023

161,413,504

152,862,350

International business operating segment

 

228,740,495

58,773,027

13,065,093

Wines operating segment

 

14,340,011

16,167,068

32,949,789

Others (1)

 

28,938,602

25,807,832

(8,862,884)

 

 

 

 

 

Cash flows from (used in ) Investing Activities

 

(199,002,101)

(173,614,379)

(155,007,390)

Chile operating segment

 

(98,325,850)

(78,746,298)

(57,119,431)

International business operating segment

 

(35,475,310)

(32,312,751)

(40,032,866)

Wines operating segment

 

(16,749,301)

(10,870,574)

(13,499,538)

Others (1) (*)

(48,451,640)

(51,684,756)

(44,355,555)

 

 

 

 

 

Cash flows from (used in ) Financing Activities

 

(52,963,862)

(53,001,198)

(95,059,905)

Chile operating segment

 

(78,048,783)

(65,996,567)

(90,636,820)

International business operating segment

 

(100,573,425)

(8,217,846)

18,820,789

Wines operating segment

 

3,741,241

(15,171,642)

(18,841,106)

Others (1)

 

121,917,105

36,384,857

(4,402,768)

 

 

 

 

 

(1)Others includes Corporate Support Units, due to cash flows are managed by CCU.

(*) Includes contribution to joint ventures. SeeNote 8 - Cash and cash equivalents.

Capital expenditures as per operating segments

Capital expenditures (property, plant and equipment and software additions)

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Chile operating segment

 

78,887,075

80,866,369

53,809,780

International Business operating segment

 

32,756,828

32,312,751

39,592,739

Wines operating segment

 

16,961,638

10,948,212

14,767,858

Others (1)

 

2,834,881

1,638,148

20,713,048

Total

 

131,440,422

125,765,480

128,883,425

(1)Others includes the capital investments corresponding to the Corporate Support Units.

F-50


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Assets as per operating segments

Assets as per Operating segment

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Chile operating segment

1,183,145,732

1,045,791,551

International Business operating segment

463,913,523

274,766,962

Wines operating segment

341,959,321

315,298,950

Others (1)

416,846,340

340,371,624

Total

2,405,864,916

1,976,229,087

(1)Includes assets corresponding to the Corporate Support Units.

Assets per geographic location

Assets per geographical location

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Chile (1)

1,924,196,897

1,689,394,491

Argentina (2)

373,091,516

213,714,384

Uruguay

26,925,415

25,015,615

Paraguay

53,126,091

48,104,597

Bolivia (3)

28,524,997

                     -  

Total

2,405,864,916

1,976,229,087

(1)Includes the assets corresponding to the Corporate Support Units and eliminations between geographic location and investments in associates and joint ventures. Additionally, includes part of Wines Operating segment and excludes its argentine subsidiary Finca La Celia S.A.

(2)Includes the assets of the subisiaries Finca La Celia S.A. and Los Huemules SRL., registered under the Wines Operating segment and Chile Operating segment, respectively.

(3)SeeNote 15 – Business combinations, letter a).

Liabilities as per operating segments

Liabilities as per Operating segment

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Chile operating segment

457,517,605

388,121,093

International Business operating segment

172,893,966

119,351,344

Wines operating segment

112,427,830

95,094,080

Others (1)

273,909,572

146,833,962

Total

1,016,748,973

749,400,479

(1)Others includes liabilities corresponding to the Corporate Support Units.

F-51


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Operating Segment’s additional information

The Consolidated Statement of Income classified according to the Company’s operations management is as follows:

CONSOLIDATED STATEMENT OF INCOME

Notes

For the years ended December 31,

2018 (*)

2017

2016

ThCh$

ThCh$

ThCh$

Sales revenue external customers

 

1,756,252,630

1,678,397,181

1,535,321,041

Other income

 

27,029,707

19,963,613

23,576,667

Net sales

 

1,783,282,337

1,698,360,794

1,558,897,708

  Change %

 

5.0

8.9

-

Cost of sales

 

(860,011,392)

(798,738,655)

(741,819,916)

  % of Net sales

 

48.2

47.0

47.6

Gross margin

 

923,270,945

899,622,139

817,077,792

  % of Net sales

 

51.8

53.0

52.4

MSD&A (1)

 

(681,575,822)

(668,783,480)

(619,542,751)

  % of Net sales

 

38.2

39.4

39.7

Other operating income (expenses)

 

227,026,626

4,055,543

3,116,679

Adjusted operating result  (2)

 

468,721,749

234,894,202

200,651,720

  Change %

 

99.5

17.1

-

  % of Net sales

 

26.3

13.8

12.9

Net financial expense

32

(7,766,206)

(19,115,361)

(14,627,170)

Equity and income of associates and joint ventures

16

(10,815,520)

(8,914,097)

(5,560,522)

Foreign currency exchange differences

32

3,299,657

(2,563,019)

456,995

Results as per adjustment units

32

742,041

(110,539)

(2,246,846)

Other gains (losses)

31

4,029,627

(7,716,791)

(8,345,907)

Income before taxes

 

458,211,348

196,474,395

170,328,270

Tax income (expense)

24

(136,126,817)

(48,365,976)

(30,246,383)

Net income for year

 

322,084,531

148,108,419

140,081,887

Non-controlling interests

28

15,193,739

18,501,066

21,624,399

Net income attributable to equity holders of the parent

 

306,890,792

129,607,353

118,457,488

Depreciation and amortization

29

93,289,194

92,199,504

83,528,045

ORBDA (3)

 

562,010,943

327,093,706

284,179,765

  Change %

 

71.8

15.1

-

  % of Net sales

 

31.5

19.3

18.2

 

 

 

 

 

(*)   Thenet impact, related to early termination of Budweiser license (SeeNote 1 – General information, letter C), on CCU’s consolidated earnings was a one-time gain of ThCh$ 208,842,443 in ORBDA and ThCh$ 157,358,973 in Net income attributable to equity holder of the parent. 

See definition of (1), (2) and (3) in information as per Operating segment under this Note.

F-52


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The following is a reconciliation of our Net income, the main comparable IFRS measure to Adjusted Operating Result for the years ended December 31, 2018, 2017 and 2016:

 

For the years ended December 31,

2018 (*)

2017

2016

ThCh$

ThCh$

ThCh$

Net income of year

322.084.531

148,108,419

140,081,887

Add (Subtract):

 

 

 

Other gains (losses)

(4.029.627)

7,716,791

8,345,907

Finance income

(15.794.456)

(5,050,952)

(5,680,068)

Finance costs

23.560.662

24,166,313

20,307,238

Share of net loss of joint ventures and associates accounted for using the equity method

10.815.520

8,914,097

5,560,522

Foreign currency exchange differences

(3.299.657)

2,563,019

(456,995)

Result as per adjustment units

(742.041)

110,539

2,246,846

Tax income (expense)

136.126.817

48,365,976

30,246,383

Adjusted operating result

468.721.749

234,894,202

200,651,720

Depreciation and amortization

93.289.194

92,199,504

83,528,045

ORBDA

562.010.943

327,093,706

284,179,765

 (*)  Thenet impact, related to early termination of Budweiser license (SeeNote 1 – General information, letter C), on CCU’s consolidated earnings was a one-time gain of ThCh$ 208,842,443 in ORBDA and ThCh$ 157,358,973 in Net income attributable to equity holder of the parent. 

The following is a reconciliation of the consolidated amounts presented for MSD&A with the comparable amounts presented on the face of our consolidated statement of income:

 

For the years ended December 31.

2018

2017

2016

ThCh$

ThCh$

ThCh$

Consolidated statement of income

 

 

 

Distribution costs

(314,391,183)

(290,227,129)

(270,835,822)

Administrative expenses

(152,376,458)

(142,514,649)

(155,322,295)

Other expenses by function

(216,236,609)

(238,704,061)

(195,412,109)

Other expenses included in ´Other expenses by function´

1,428,428

2,662,359

2,027,475

Total MSD&A

(681,575,822)

(668,783,480)

(619,542,751)

Segment information by joint ventures and associates

The Administration of the Company review the financial situation and result of the all of their joint ventures and associated that is described inNote 16 – Investments accounted for using equity method.

F-53


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 7Financial Instruments

Financial instruments categories

The carrying amounts of each financial instrument category as of each year-end are detailed as follows:

As of December 31, 2018

As of December 31, 2017

 

Current

Non current

Current

Non current

 

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

11,522,482

-

3,158,391

-

Market securities and investments in other companies

11,010,433

-

7,565,805

-

Derivative hedge assets

212,554

3,325,079

-

1,918,191

Total other financial assets

22,745,469

3,325,079

10,724,196

1,918,191

Accounts receivable - trade and other receivable (net)

320,702,339

3,363,123

286,213,598

3,974,395

Accounts receivable from related parties

3,048,841

190,865

5,810,764

258,471

Total accounts receivables

323,751,180

3,553,988

292,024,362

4,232,866

Sub-Total financial assets

346,496,649

6,879,067

302,748,558

6,151,057

Cash and cash equivalents

319,014,050

-

170,044,602

-

Total financial assets

665,510,699

6,879,067

472,793,160

6,151,057

Bank borrowings

38,160,178

75,200,804

24,623,746

73,886,831

Bonds payable

4,081,175

135,281,303

3,306,135

69,476,612

Financial leases obligations

365,972

17,546,162

176,586

17,638,289

Deposits for return of bottles and containers

13,967,995

-

13,228,328

-

Total financial liabilities measured at amortized cost

56,575,320

228,028,269

41,334,795

161,001,732

Derivative financial instruments

4,997,124

-

10,416,675

-

Derivative hedge liabilities

1,194,502

157,028

1,840,188

-

Total financial derivative liabilities

6,191,626

157,028

12,256,863

-

Total other financial liabilities (*)

62,766,946

228,185,297

53,591,658

161,001,732

Account payable- trade and other payable

303,380,168

12,413

281,681,553

541,783

Accounts payable to related parties

6,936,910

-

10,069,043

-

Total commercial obligations and other accounts payable

310,317,078

12,413

291,750,596

541,783

Total financial liabilities

373,084,024

228,197,710

345,342,254

161,543,515

 

 

 

 

 

(*) SeeNote 21 - Other financial liabilities.

F-54


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Fair value of Financial instruments

The following tables show fair values, based on financial instrument categories, compared to the carrying amount included in the Consolidated Statements of Financial Position:

a)Financial assets and liabilities are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

Book Value

Fair Value

Book Value

Fair Value

 

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

11,522,482

11,522,482

3,158,391

3,158,391

Market securities and investments in other companies

11,010,433

11,010,433

7,565,805

7,565,805

Derivative hedge assets

3,537,633

3,537,633

1,918,191

1,918,191

Total other financial assets

26,070,548

26,070,548

12,642,387

12,642,387

Accounts receivable - trade and other receivable (net)

324,065,462

324,065,462

290,187,993

290,187,993

Accounts receivable from related parties

3,239,706

3,239,706

6,069,235

6,069,235

Total accounts receivables

327,305,168

327,305,168

296,257,228

296,257,228

Sub-Total financial assets

353,375,716

353,375,716

308,899,615

308,899,615

Cash and cash equivalents

319,014,050

319,014,050

170,044,602

170,044,602

Total financial assets

672,389,766

672,389,766

478,944,217

478,944,217

Bank borrowings

113,360,982

117,211,707

98,510,577

102,062,465

Bonds payable

139,362,478

187,276,391

72,782,747

79,559,896

Financial leases obligations

17,912,134

24,278,897

17,814,875

29,314,234

Deposits for return of bottles and containers

13,967,995

13,967,995

13,228,328

13,228,328

Total financial liabilities measured at amortized cost

284,603,589

342,734,990

202,336,527

224,164,923

Derivative financial instruments

4,997,124

4,997,124

10,416,675

10,416,675

Derivative hedge liabilities

1,351,530

1,351,530

1,840,188

1,840,188

Total financial derivative liabilities

6,348,654

6,348,654

12,256,863

12,256,863

Total other financial liabilities (*)

290,952,243

349,083,644

214,593,390

236,421,786

Account payable- trade and other payable

303,392,581

303,392,581

282,223,336

282,223,336

Accounts payable to related parties

6,936,910

6,936,910

10,069,043

10,069,043

Total commercial obligations and other accounts payable

310,329,491

310,329,491

292,292,379

292,292,379

Total financial liabilities

601,281,734

659,413,135

506,885,769

528,714,165

 

 

 

 

 

(*) SeeNote 21 - Other financial liabilities.

The carrying amount of current accounts receivable, cash and cash equivalents and other financial assets and liabilities approximate their fair value due to their short-term nature, and in the case of accounts receivable, due to the fact that any collection loss is already reflected in the impairment loss provision.

The fair value of non-derivative financial assets and liabilities that are not quoted in active markets are estimated through the use of discounted cash flows calculated on market variables observed as of the date of the financial statements. The fair value of derivative instruments is estimated through the discount of future cash flows, determined according to information observed in the market or to variables and prices obtained from third parties.

The fair value of bank borrowings and Bonds payable has hierarchy level 2 of fair value.

F-55


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

b)Financial instruments by category:

As of December 31, 2018

Fair value with changes in income

Financial assets measured at amortized cost

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial assets

 

 

 

 

Derivative financial instruments

11,522,482

-

-

11,522,482

Marketable securities and investments in other companies

11,010,433

-

-

11,010,433

Derivative hedge assets

-

-

3,537,633

3,537,633

Total other financial assets

22,532,915

-

3,537,633

26,070,548

Cash and cash equivalents

-

319,014,050

-

319,014,050

Trade and other receivable (net)

-

324,065,462

-

324,065,462

Accounts receivable from related parties

-

3,239,706

-

3,239,706

Total financial assets

22,532,915

646,319,218

3,537,633

672,389,766

As of December 31, 2018

Fair value with changes in income

Hedge derivatives

Financial liabilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial liabilities

 

 

 

 

Bank borrowings

-

-

113,360,982

113,360,982

Bonds payable

-

-

139,362,478

139,362,478

Financial leases obligations

-

-

17,912,134

17,912,134

Deposits for return of bottles and containers

-

-

13,967,995

13,967,995

Derivative financial instruments

4,997,124

-

-

4,997,124

Derivative hedge liabilities

-

1,351,530

-

1,351,530

Total other financial liabilities

4,997,124

1,351,530

284,603,589

290,952,243

Account payable- trade and other payable

-

-

303,392,581

303,392,581

Accounts payable to related parties

-

-

6,936,910

6,936,910

Total financial liabilities

4,997,124

1,351,530

594,933,080

601,281,734

As of December 31, 2017

Fair value with changes in income

Financial assets measured at amortized cost

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial assets

 

 

 

 

Derivative financial instruments

3,158,391

-

-

3,158,391

Marketable securities and investments in other companies

7,565,805

-

-

7,565,805

Derivative hedge assets

-

-

1,918,191

1,918,191

Total other financial assets

10,724,196

-

1,918,191

12,642,387

Cash and cash equivalents

-

170,044,602

-

170,044,602

Trade and other receivable (net)

-

290,187,993

-

290,187,993

Accounts receivable from related parties

-

6,069,235

-

6,069,235

Total financial assets

10,724,196

466,301,830

1,918,191

478,944,217

F-56


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

As of December 31, 2017

Fair value with changes in income

Hedge derivatives

Financial liabilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Financial liabilities

 

 

 

 

Bank borrowings

-

-

98,510,577

98,510,577

Bonds payable

-

-

72,782,747

72,782,747

Financial leases obligations

-

-

17,814,875

17,814,875

Deposits for return of bottles and containers

-

-

13,228,328

13,228,328

Derivative financial instruments

10,416,675

-

-

10,416,675

Derivative hedge liabilities

-

1,840,188

-

1,840,188

Total other financial liabilities

10,416,675

1,840,188

202,336,527

214,593,390

Account payable- trade and other payable

-

-

282,223,336

282,223,336

Accounts payable to related parties

-

-

10,069,043

10,069,043

Total financial liabilities

10,416,675

1,840,188

494,628,906

506,885,769

Derivative Instruments

The detail of maturities, number of derivative agreements, contracted nominal amounts, fair values and the classification of such derivative instruments by type of agreement at the closing of each year are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

Number agreegments

Nominal amounts thousand

Asset

Liability

Number agreegments

Nominal amounts thousand

Asset

Liability

ThCh$

ThCh$

ThCh$

ThCh$

Cross currency interest rate swaps CLP/USD

1

2,000

3,325,079

1,194,502

1

2,000

1,918,191

1,484,538

Less than a year

-

-

1,194,502

-

-

-

1,484,538

Between 1 and 5 years

 

2,000

3,325,079

-

 

2,000

1,918,191

-

Cross currency interest rate swaps USD/EURO

1

11,600

212,554

157,028

1

7,872

-

355,650

Less than a year

 

-

212,554

-

 

7,872

-

355,650

Between 1 and 5 years

11,600

-

157,028

 

-

-

-

Total

2

 

3,537,633

1,351,530

2

 

1,918,191

1,840,188

Forwards USD

32

269,371

11,264,711

3,832,634

27

245,641

3,095,825

9,722,619

Less than a year

269,371

11,264,711

3,832,634

245,641

3,095,825

9,722,619

Forwards Euro

10

79,326

225,815

1,153,302

14

65,598

44,474

694,056

Less than a year

79,326

225,815

1,153,302

65,598

44,474

694,056

Forwards CAD

3

2,650

28,381

3,986

3

1,750

15,530

-

Less than a year

 

2,650

28,381

3,986

1,750

15,530

-

Forwards GBP

4

1,030

3,575

7,202

2

480

2,562

-

Less than a year

1,030

3,575

7,202

480

2,562

-

Total

49

 

11,522,482

4,997,124

46

 

3,158,391

10,416,675

Total instruments

51

 

15,060,115

6,348,654

48

 

5,076,582

12,256,863

These derivative agreements have been entered into as a hedge of exchange rate risk exposure. In the case of forwards, the Company does not comply with the formal requirements for hedging designation; consequently their effects are recorded in Income, in Other gains (losses).

F-57


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

In the case of Cross Currency Interest Rate Swaps and the Cross Interest Rate Swaps, these qualify as cash flow hedges of the cash flows related to loans from Banco de Chile and Scotiabank Chile. See additional disclosures inNote 21 – Other financial liabilities.

As of December 31, 2018

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank Chile

Flow interest rate and exchange rate on bank bonds

USD

8,256,869

EUR

8,201,343

55,526

06-18-2021

Banco de Chile

Flow interest rate on bank bonds

UF

60,388,039

CLP

58,257,462

2,130,577

09-15-2021

 

 

 

 

 

 

 

 

As of December 31, 2017

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank Chile

Flow interest rate and exchange rate on bank bonds

USD

4,860,845

EUR

5,216,495

(355,650)

06-18-2018

Banco de Chile

Flow interest rate on bank bonds

UF

60,640,827

CLP

60,207,174

433,653

09-15-2021

 

 

 

 

 

 

 

 

The Consolidated Statement of Other Comprehensive Income includes under the caption cash flow hedge, for the years ended December 31, 2018, a credit before income taxes of ThCh$  63,008 (ThCh$  5,661 and ThCh$  84,962, in 2017 and  2016, respectively), related to the fair value of Cross Currency Interest Swap and Cross Interest Rate Swap derivatives instruments.

Fair value hierarchies

The financial instruments recorded at fair value in the Statement of Financial Position are classified as follows, depending on the method used to obtain their fair values:

 

 

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Domestic sales

1,374,282,584

1,188,231,333

1,102,834,492

Exports sales

124,089,131

109,734,966

94,392,018

Total

1,498,371,715

1,297,966,299

1,197,226,510

Level 1Fair values obtained through direct reference to quoted market prices, without any adjustment.
Level 2Fair values obtained through the use of valuation models accepted in the market and based on prices other than those of Level 1, which may be directly or indirectly observed as of the measurement date (adjusted prices).
Level 3

Fair values obtained through internally developed models or methodologies that use information which may not be observed or which is illiquid.


F-58


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The fair value of financial instruments recorded at fair value in the Consolidated Financial Statements, is detailed as follows:

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

As of December 31, 2018

Recorded fair value

Fair value hierarchy

level 1

level 2

level 3

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

11,522,482

-

11,522,482

-

Market securities and investments in other companies

11,010,433

11,010,433

-

-

Derivative hedge assets

3,537,633

-

3,537,633

-

Total other financial assets

26,070,548

11,010,433

15,060,115

-

Derivative financial instruments

4,997,124

-

4,997,124

-

Derivative hedge liabilities

1,351,530

-

1,351,530

-

Total financial derivative liabilities

6,348,654

-

6,348,654

-

 

 

 

 

 

As of December 31, 2017

Recorded fair value

Fair value hierarchy

level 1

level 2

level 3

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

3,158,391

-

3,158,391

-

Market securities and investments in other companies

7,565,805

7,565,805

-

-

Derivative hedge assets

1,918,191

-

1,918,191

-

Total other financial assets

12,642,387

7,565,805

5,076,582

-

Derivative financial instruments

10,416,675

-

10,416,675

-

Derivative hedge liabilities

1,840,188

-

1,840,188

-

Total financial derivative liabilities

12,256,863

-

12,256,863

-

 

 

 

 

 

During the year ended as ofDecember 31, 2018, the Company has not made any significant instrument transfers between levels 1 and 2.

Credit quality of financial assets

The Company uses two credit assessment systems for its clients: a) Clients with loan insurance are assessed according to the external risk criteria (trade reports, non-compliance and protested documents that are available in the local market), payment capability and equity situation required by the insurance company to grant a loan coverage; b) All other the clients are assessed through an ABC risk model, which considers internal risk (non-compliance and protested documents), external risk (trade reports, non-compliance and protested documents that  are available in the local market) and payment capacity and equity situation. The uncollectible rate during the last two years has not been significant.

F-59


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018


Note 8
 Cash and cash equivalents

Cash and cash equivalent balances are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

As of December 31, 2016

 

ThCh$

ThCh$

ThCh$

Cash on hand

221,071

97,228

106,203

Bank balances

64,085,358

45,389,589

41,519,788

Cash

64,306,429

45,486,817

41,625,991

Time deposits

46,723,278

4,804,224

14,955,778

Securities purchased under resale agreements

196,319,058

102,695,758

75,447,904

Investments in mutual funds

10,194,222

16,586,749

24,772

Short term investments classified as cash equivalents

206,513,280

119,282,507

75,472,676

Cash equivalents

253,236,558

124,086,731

90,428,454

Overnight deposits

1,471,063

471,054

1,978,738

Total other cash and cash equivalents

1,471,063

471,054

1,978,738

Total

319,014,050

170,044,602

134,033,183

F-60


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The composition of cash and cash equivalents by currency as ofDecember 31, 2018, is detailed as follows:

 

Chilean Peso

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan Guarani

Bolivian

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash on hand

77,940

5,290

-

5,477

-

-

132,364

-

221,071

Bank balances

39,692,222

17,550,277

954,640

1,039,825

548,975

2,495,748

1,127,401

676,270

64,085,358

Cash

39,770,162

17,555,567

954,640

1,045,302

548,975

2,495,748

1,259,765

676,270

64,306,429

Time deposits

24,755,756

-

-

21,967,522

-

-

-

-

46,723,278

Securities purchased under resale agreements

196,319,058

-

-

-

-

-

-

-

196,319,058

Investments in mutual funds

-

-

-

10,194,222

-

-

-

-

10,194,222

Short term investments classified as cash equivalents

196,319,058

-

-

10,194,222

-

-

-

-

206,513,280

Cash equivalents

221,074,814

-

-

32,161,744

-

-

-

-

253,236,558

Overnight deposits

-

1,471,063

-

-

-

-

-

-

1,471,063

Total other cash and cash equivalents

-

1,471,063

-

-

-

-

-

-

1,471,063

Total

260,844,976

19,026,630

954,640

33,207,046

548,975

2,495,748

1,259,765

676,270

319,014,050

The composition of cash and cash equivalents by currency as ofDecember 31, 2017, is detailed as follows:

 

Chilean Peso

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan Guarani

Bolivian

Others

Total

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash on hand

75,623

16,154

-

5,451

-

-

-

-

97,228

Bank balances

30,110,816

4,691,411

182,966

1,391,103

718,348

7,758,211

-

536,734

45,389,589

Cash

30,186,439

4,707,565

182,966

1,396,554

718,348

7,758,211

-

536,734

45,486,817

Time deposits

4,804,224

-

-

-

-

-

-

-

4,804,224

Securities purchased under resale agreements

102,695,758

-

-

-

-

-

-

-

102,695,758

Investments in mutual funds

-

-

-

16,586,749

-

-

-

-

16,586,749

Short term investments classified as cash equivalents

102,695,758

-

-

16,586,749

-

-

-

-

119,282,507

Cash equivalents

107,499,982

-

-

16,586,749

-

-

-

-

124,086,731

Overnight deposits

-

471,054

-

-

-

-

-

-

471,054

Total other cash and cash equivalents

-

471,054

-

-

-

-

-

-

471,054

Total

137,686,421

5,178,619

182,966

17,983,303

718,348

7,758,211

-

536,734

170,044,602

F-61


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The composition of cash and cash equivalents by currency as ofDecember 31, 2016, is detailed as follows:

 

Chilean Peso

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan Guarani

Bolivian

Others

Total

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash on hand

100,921

788

-

4,494

-

-

-

-

106,203

Bank balances

27,164,330

6,479,095

786,887

2,158,115

1,136,783

3,291,550

-

503,028

41,519,788

Cash

27,265,251

6,479,883

786,887

2,162,609

1,136,783

3,291,550

-

503,028

41,625,991

Time deposits

14,754,416

-

-

201,362

-

-

-

-

14,955,778

Securities purchased under resale agreements

75,447,904

-

-

-

-

-

-

-

75,447,904

Investments in mutual funds

-

-

-

24,772

-

-

-

-

24,772

Short term investments classified as cash equivalents

75,447,904

-

-

24,772

-

-

-

-

75,472,676

Cash equivalents

90,202,320

-

-

226,134

-

-

-

-

90,428,454

Overnight deposits

-

1,978,738

-

-

-

-

-

-

1,978,738

Total other cash and cash equivalents

-

1,978,738

-

-

-

-

-

-

1,978,738

Total

117,467,571

8,458,621

786,887

2,388,743

1,136,783

3,291,550

-

503,028

134,033,183

F-62


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The composition of time deposits is detailed as follows:

As of December 31, 2018:

Financial entity

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

Banco de Chile

12-21-2018

01-30-2019

USD

486,812

3.50

Banco de Chile

12-24-2018

01-09-2019

CLP

1,250,613

0.21

Banco de Chile

12-26-2018

01-25-2019

USD

139,017

3.25

Banco de Chile

12-27-2018

01-25-2019

USD

62,548

2.75

Banco Francés - Argentina

12-07-2018

03-07-2019

ARS

5,921,330

0.53

Banco Francés - Argentina

12-12-2018

03-12-2019

ARS

5,110,766

0.50

Banco HSBC - Argentina

12-12-2018

03-12-2019

ARS

4,921,479

0.50

Banco Itaú - Argentina

11-07-2018

01-07-2019

ARS

6,013,947

0.58

Banco Santander - Chile

12-18-2018

01-10-2019

CLP

2,803,033

0.25

Banco Santander - Chile

12-19-2018

01-10-2019

CLP

10,010,400

0.26

Banco Santander - Chile

12-27-2018

01-24-2019

CLP

10,003,333

0.25

Total

 

 

 

46,723,278

 

As of December 31, 2017:

Financial entity

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

Banco Consorcio - Chile

12-20-2017

01-03-2018

CLP

4,804,224

0.24

Total

 

 

 

4,804,224

 

As of December 31, 2016:

Financial entity

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

Banco Santander - Chile

12-27-2016

01-05-2017

CLP

1,250,550

0.33

Banco Santander - Chile

12-28-2016

01-10-2017

CLP

2,400,792

0.33

Banco Santander - Chile

12-29-2016

01-25-2017

CLP

5,701,292

0.34

Banco Santander - Chile

12-28-2016

01-26-2017

CLP

5,401,782

0.33

Banco Francés - Argentina

12-12-2016

01-11-2017

ARS

201,362

1.60

Total

 

 

 

14,955,778

 

F-63


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The composition of Securities purchased under resale agreements is detailed as follows:

As of December 31, 2018:

Financial entity

Underlying Asset (Time Deposit) (*)

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-17-2018

01-04-2019

CLP

6,807,616

0.24

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-20-2018

01-10-2019

CLP

3,552,994

0.23

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-21-2018

01-10-2019

CLP

1,196,505

0.23

BanChile Corredores de Bolsa S.A.

Banco BICE - Chile

12-21-2018

01-10-2019

CLP

1,997,067

0.23

BanChile Corredores de Bolsa S.A.

Banco Security - Chile

12-21-2018

01-10-2019

CLP

709,418

0.23

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-21-2018

01-10-2019

CLP

296,155

0.23

BanChile Corredores de Bolsa S.A.

Banco Security - Chile

12-21-2018

01-10-2019

CLP

184,213

0.23

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-21-2018

01-16-2019

CLP

283,475

0.23

BanChile Corredores de Bolsa S.A.

Banco Security - Chile

12-21-2018

01-16-2019

CLP

91,813

0.23

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-26-2018

01-15-2019

CLP

10,004,000

0.24

BanChile Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-26-2018

01-10-2019

CLP

300,885

0.24

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-26-2018

01-10-2019

CLP

1,100,440

0.24

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-26-2018

01-10-2019

CLP

490,196

0.24

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-26-2018

01-10-2019

CLP

5,001,235

0.24

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-28-2018

01-15-2019

CLP

3,500,840

0.24

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-28-2018

01-15-2019

CLP

1,500,360

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Chile

12-13-2018

01-14-2019

CLP

4,105,904

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Chile

12-14-2018

01-02-2019

CLP

1,094,729

0.24

BancoEstado Corredores de Bolsa S.A.

Banco del Estado de Chile

12-14-2018

01-02-2019

CLP

7,009,520

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-14-2018

01-02-2019

CLP

1,911,598

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Santander - Chile

12-14-2018

01-02-2019

CLP

415,536

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Security - Chile

12-14-2018

01-02-2019

CLP

5,690,513

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Santander - Chile

12-14-2018

01-30-2019

CLP

250,340

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Security - Chile

12-20-2018

01-30-2019

CLP

500,440

0.24

BancoEstado Corredores de Bolsa S.A.

Scotiabank Chile

12-24-2018

01-10-2019

CLP

199,653

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-24-2018

01-10-2019

CLP

950,991

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Chile

12-26-2018

01-30-2019

CLP

2,634,725

0.24

BancoEstado Corredores de Bolsa S.A.

Banco del Estado de Chile

12-26-2018

01-30-2019

CLP

6,702,680

0.24

BancoEstado Corredores de Bolsa S.A.

Scotiabank Chile

12-26-2018

01-30-2019

CLP

4,829,042

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-26-2018

01-30-2019

CLP

8,848,606

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Santander - Chile

12-26-2018

01-30-2019

CLP

6,560,550

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Itaú Corpbanca - Chile

12-26-2018

01-30-2019

CLP

1,650,525

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Security - Chile

12-26-2018

01-30-2019

CLP

4,881,954

0.24

BancoEstado Corredores de Bolsa S.A.

Banco Consorcio

12-26-2018

01-30-2019

CLP

3,427,727

0.24

BancoEstado Corredores de Bolsa S.A.

Banco de Chile

12-27-2018

01-15-2019

CLP

3,279,009

0.25

BancoEstado Corredores de Bolsa S.A.

Banco del Estado de Chile

12-27-2018

01-15-2019

CLP

472,241

0.25

BancoEstado Corredores de Bolsa S.A.

Banco de Chile

12-27-2018

01-10-2019

CLP

600,200

0.25

BancoEstado Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-27-2018

01-15-2019

CLP

3,001,000

0.25

BBVA Corredores de Bolsa Ltda.

Banco del Estado de Chile

11-30-2018

01-04-2019

CLP

3,899,730

0.26

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

11-30-2018

01-04-2019

CLP

2,216,658

0.26

BBVA Corredores de Bolsa Ltda.

Banco del Estado de Chile

12-13-2018

01-02-2019

CLP

2,859,342

0.25

BBVA Corredores de Bolsa Ltda.

Banco del Estado de Chile

12-13-2018

01-30-2019

CLP

270,405

0.25

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-13-2018

01-16-2019

CLP

233,620

0.25

BBVA Corredores de Bolsa Ltda.

Banco Security - Chile

12-13-2018

01-16-2019

CLP

1,969,680

0.25

BBVA Corredores de Bolsa Ltda.

Banco de Chile

12-13-2018

01-02-2019

CLP

3,550,258

0.25

BBVA Corredores de Bolsa Ltda.

Banco Santander - Chile

12-17-2018

01-02-2019

CLP

2,876,187

0.25

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

12-17-2018

01-02-2019

CLP

7,880,787

0.25

BBVA Corredores de Bolsa Ltda.

Scotiabank Chile

12-17-2018

01-16-2019

CLP

1,474,627

0.25

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-17-2018

01-16-2019

CLP

1,550,072

0.25

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

12-17-2018

01-16-2019

CLP

1,230,260

0.25

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-17-2018

01-02-2019

CLP

4,911,284

0.25

BBVA Corredores de Bolsa Ltda.

Banco de Chile

12-19-2018

01-10-2019

CLP

6,881,358

0.26

BBVA Corredores de Bolsa Ltda.

Banco del Estado de Chile

12-19-2018

01-10-2019

CLP

7,941,664

0.26

BBVA Corredores de Bolsa Ltda.

Scotiabank Chile

12-19-2018

01-10-2019

CLP

3,822,988

0.26

BBVA Corredores de Bolsa Ltda.

Banco Santander - Chile

12-19-2018

01-10-2019

CLP

4,451,265

0.26

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

12-19-2018

01-10-2019

CLP

1,963,352

0.26

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

12-19-2018

01-10-2019

CLP

185,620

0.26

BBVA Corredores de Bolsa Ltda.

Banco Security - Chile

12-19-2018

01-10-2019

CLP

1,967,453

0.26

BBVA Corredores de Bolsa Ltda.

Banco Security - Chile

12-19-2018

01-10-2019

CLP

895,503

0.26

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-24-2018

01-10-2019

CLP

4,802,350

0.26

BBVA Corredores de Bolsa Ltda.

Banco Santander - Chile

12-24-2018

01-10-2019

CLP

2,602,140

0.26

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-24-2018

01-10-2019

CLP

2,501,517

0.26

BBVA Corredores de Bolsa Ltda.

Banco de Chile

12-24-2018

01-09-2019

CLP

900,546

0.26

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-27-2018

01-30-2019

CLP

1,190,413

0.26

BBVA Corredores de Bolsa Ltda.

Banco de Crédito e Inversiones - Chile

12-27-2018

01-10-2019

CLP

3,801,316

0.26

BBVA Corredores de Bolsa Ltda.

Scotiabank Chile

12-27-2018

01-15-2019

CLP

9,453,276

0.26

BBVA Corredores de Bolsa Ltda.

Banco Itaú Corpbanca - Chile

12-27-2018

01-09-2019

CLP

2,000,692

0.26

Total

 

 

 

 

196,319,058

 

(*) All financial instruments acquired under resale agreements, correspond to time deposits and are subject to a fixed interest rate.

F-64


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

As of December 31, 2017:

Financial entity

Underlying Asset (Time Deposit) (*)

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-12-2017

01-05-2018

CLP

369,413

0.24

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-14-2017

01-05-2018

CLP

144,116

0.24

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-14-2017

01-05-2018

CLP

6,006,912

0.24

BanChile Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-14-2017

01-05-2018

CLP

196,591

0.24

BanChile Corredores de Bolsa S.A.

Banco Itaú Corpbanca - Chile

12-14-2017

01-05-2018

CLP

970,704

0.24

BanChile Corredores de Bolsa S.A.

Banco Security - Chile

12-14-2017

01-05-2018

CLP

3,796,772

0.24

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-22-2017

01-05-2018

CLP

3,672,751

0.25

BanChile Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-26-2017

01-05-2018

CLP

2,910,394

0.24

BanChile Corredores de Bolsa S.A.

Banco Itaú Corpbanca - Chile

12-26-2017

01-05-2018

CLP

1,591,406

0.24

BanChile Corredores de Bolsa S.A.

Banco Security - Chile

12-12-2017

01-05-2018

CLP

2,935,603

0.24

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-22-2017

01-05-2018

CLP

2,631,974

0.25

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-28-2017

01-04-2018

CLP

80,020

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Crédito e Inversiones - Chile

12-22-2017

01-03-2018

CLP

5,003,750

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-28-2017

01-05-2018

CLP

2,750,688

0.25

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-28-2017

01-05-2018

CLP

3,000,750

0.25

BancoEstado S.A. Corredores de Bolsa

Scotiabank Chile

12-28-2017

01-05-2018

CLP

5,001,250

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Crédito e Inversiones - Chile

12-28-2017

01-05-2018

CLP

4,001,000

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Security - Chile

12-28-2017

01-05-2018

CLP

1,000,250

0.25

BancoEstado S.A. Corredores de Bolsa

Scotiabank Azul - Chile

12-28-2017

01-05-2018

CLP

1,000,250

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-28-2017

01-10-2018

CLP

4,251,063

0.25

BancoEstado S.A. Corredores de Bolsa

Scotiabank Chile

12-29-2017

01-10-2018

CLP

3,238,217

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Itaú Corpbanca - Chile

12-29-2017

01-10-2018

CLP

2,000,333

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Security - Chile

12-29-2017

01-10-2018

CLP

1,938,656

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-28-2017

01-30-2018

CLP

1,250,313

0.25

BancoEstado S.A. Corredores de Bolsa

Scotiabank Chile

12-29-2017

01-10-2018

CLP

340,057

0.25

BancoEstado S.A. Corredores de Bolsa

Scotiabank Chile

12-22-2017

01-10-2018

CLP

2,628,752

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Santander - Chile

12-22-2017

01-10-2018

CLP

1,974,698

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-28-2017

01-15-2018

CLP

3,800,950

0.25

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-28-2017

01-04-2018

CLP

950,238

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Santander - Chile

12-22-2017

01-10-2018

CLP

1,000,750

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Internacional - Chile

12-28-2017

01-10-2018

CLP

944,884

0.25

BancoEstado S.A. Corredores de Bolsa

Banco BICE - Chile

12-28-2017

01-10-2018

CLP

2,000,500

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Santander - Chile

12-28-2017

01-10-2018

CLP

8,475,346

0.25

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-28-2017

01-04-2018

CLP

225,056

0.25

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-28-2017

01-30-2018

CLP

8,102,025

0.25

BancoEstado S.A. Corredores de Bolsa

Banco de Crédito e Inversiones - Chile

12-29-2017

01-10-2018

CLP

2,524,410

0.25

BancoEstado S.A. Corredores de Bolsa

Banco Itaú Corpbanca - Chile

12-28-2017

01-10-2018

CLP

3,833,082

0.25

BBVA Corredores de Bolsa Ltda.

Scotiabank Azul - Chile

12-27-2017

01-08-2018

CLP

1,700,567

0.25

BBVA Corredores de Bolsa Ltda.

Scotiabank Azul - Chile

12-18-2017

01-18-2018

CLP

290,289

0.23

BBVA Corredores de Bolsa Ltda.

Scotiabank Chile

12-28-2017

01-30-2018

CLP

1,455,543

0.23

BBVA Corredores de Bolsa Ltda.

Scotiabank Azul - Chile

12-28-2017

01-30-2018

CLP

2,425,349

0.23

Valores Security S.A. Corredores de Bolsa

Banco Security - Chile

12-27-2017

01-10-2018

CLP

280,086

0.23

Total

 

 

 

 

102,695,758

 

(*) All financial instruments acquired under resale agreements, correspond to time deposits and are subject to a fixed interest rate.

F-65


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

As of December 31, 2016:

Financial entity

Underlying Asset (Time Deposit) (*)

Date of placement

Due date

Currency

Amount

Monthly interest rate (%)

ThCh$

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-28-2016

01-04-2017

CLP

3,531,124

0.32

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-28-2016

01-04-2017

CLP

3,602,675

0.32

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-28-2016

01-04-2017

CLP

2,044,419

0.32

BanChile Corredores de Bolsa S.A.

Banco Santander - Chile

12-28-2016

01-04-2017

CLP

674,935

0.32

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-28-2016

01-06-2017

CLP

1,679,525

0.32

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-28-2016

01-06-2017

CLP

1,205,429

0.32

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-28-2016

01-06-2017

CLP

1,116,326

0.32

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-28-2016

01-16-2017

CLP

872,178

0.32

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-28-2016

01-16-2017

CLP

435,612

0.32

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-28-2016

01-16-2017

CLP

1,865,909

0.32

BanChile Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-28-2016

01-16-2017

CLP

1,241,355

0.32

BanChile Corredores de Bolsa S.A.

Banco Santander - Chile

12-28-2016

01-16-2017

CLP

261,444

0.32

BanChile Corredores de Bolsa S.A.

Banco de Chile

12-29-2016

01-06-2017

CLP

1,427,025

0.31

BanChile Corredores de Bolsa S.A.

Banco del Estado de Chile

12-29-2016

01-06-2017

CLP

1,725,807

0.31

BanChile Corredores de Bolsa S.A.

Scotiabank Chile

12-29-2016

01-06-2017

CLP

5,799,890

0.31

BanChile Corredores de Bolsa S.A.

Banco de Crédito e Inversiones - Chile

12-29-2016

01-06-2017

CLP

1,549,449

0.31

BancoEstado S.A. Corredores de Bolsa

Banco de Crédito e Inversiones - Chile

12-27-2016

01-03-2017

CLP

925,383

0.31

BancoEstado S.A. Corredores de Bolsa

Scotiabank Chile

12-29-2016

01-06-2017

CLP

3,916,539

0.33

BancoEstado S.A. Corredores de Bolsa

Banco Itaú Corpbanca - Chile

12-29-2016

01-06-2017

CLP

6,085,662

0.33

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-29-2016

01-10-2017

CLP

2,400,528

0.33

BancoEstado S.A. Corredores de Bolsa

Banco de Crédito e Inversiones - Chile

12-29-2016

01-10-2017

CLP

6,019,097

0.33

BancoEstado S.A. Corredores de Bolsa

BBVA Chile

12-29-2016

01-10-2017

CLP

3,933,092

0.33

BancoEstado S.A. Corredores de Bolsa

BBVA Chile

12-29-2016

01-10-2017

CLP

1,350,297

0.33

BancoEstado S.A. Corredores de Bolsa

Banco BICE - Chile

12-29-2016

01-05-2017

CLP

105,017

0.33

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-29-2016

01-10-2017

CLP

500,110

0.33

BancoEstado S.A. Corredores de Bolsa

Banco Santander - Chile

12-29-2016

01-10-2017

CLP

3,500,770

0.33

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-29-2016

01-16-2017

CLP

4,000,880

0.33

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-29-2016

01-20-2017

CLP

1,917,467

0.33

BancoEstado S.A. Corredores de Bolsa

BBVA Chile

12-29-2016

01-20-2017

CLP

82,974

0.33

BancoEstado S.A. Corredores de Bolsa

Banco de Chile

12-29-2016

01-03-2017

CLP

250,055

0.33

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-29-2016

01-05-2017

CLP

6,101,342

0.33

BancoEstado S.A. Corredores de Bolsa

BBVA Chile

12-29-2016

01-05-2017

CLP

725,160

0.33

BancoEstado S.A. Corredores de Bolsa

Banco del Estado de Chile

12-30-2016

01-10-2017

CLP

1,600,149

0.28

BancoEstado S.A. Corredores de Bolsa

Banco Itaú Corpbanca - Chile

12-30-2016

01-10-2017

CLP

3,000,280

0.28

Total

 

 

 

 

75,447,904

 

(*) All financial instruments acquired under resale agreements, correspond to time deposits and are subject to a fixed interest rate.

F-66


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Payments for business acquisitions are detailed as follows:

 

 

For the years ended as of December 31,

 

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Total disbursement per business acquisition

 

 

 

 

Other cash payment to acquire interests in joint ventures (1)

 

59,505,559

49,312,890

27,043,481

Cash flow used for control of subsidiaries or other business (2)

 

49,222,782

7,800,000

19,111,686

Cash flow used in the purchase of non-controling interests (3)

 

-

1,149,689

2,174,370

Payment for changes in ownership interests in subidiaries (4)

 

5,819,495

-

641,489

Total

 

114,547,836

58,262,579

48,971,026

(1)Corresponds to payments of commited capital made between 2016 to 2018 in Central Cervecera de Colombia S.A.S.and the acquisition in 2017 of 50% of Zona Franca Central Cervecera S.A.S. (seeNote 16 – Investments accounted using equity method). Additionally, in 2016, includesthe amount paid in proportion to the creation of the company Promarca Internacional SpA. (SeeNote 1 – General information, letter E)).

(2)In 2018, through its subsidiary CCU Inversiones S.A. correspond to the acquisition of 15.79% of VSPT (seeNote 1 – General information, letter D)). In 2017, corresponds to the acquisition of 2.5% of interet in VSPT, through its subsidiary CCU Inversiones S.A. (seeNote 1 – General information, letter D)). In 2016, corresponds to the acquisition of an additional interest in Manantial S.A., through its subsidiaries Aguas CCU-Nestlé Chile S.A. and Embotelladoras Chilenas Unidas S.A. (seeNote 1 – General information, letter D)).

(3)In 2017, mainly corresponds to the payment of 40% of the acquisitions of Americas Distilling Investment LLC. In 2016, corresponds to capital contributions in Bebidas Bolivianas BBO S.A.

(4)Corresponds to the payment to obtain control of Bebidas Bolivianas BBO S.A. and Cervecera Guayacán SpA. (SeeNote 15 – Business combinations, letter a) and b)). Additionally in 2016 includes the payment for ownership on Sajonia Brewing Company S.R.L. of Paraguay (seeNote 15 – Business combinations, letter c)).

Note 9  Other non-financial assets

The Company maintained the following other non-financial assets:

 

As of December 31, 2018

As of December 31, 2017

 

Current

Non current

Current

Non current

 

ThCh$

ThCh$

ThCh$

ThCh$

Insurances paid

3,565,768

-

3,348,593

-

Advertising

7,976,638

3,173,523

7,383,730

3,632,423

Advances to suppliers

4,695,341

-

3,643,691

-

Prepaid expenses

1,685,096

1,705,693

583,165

755,703

Total advances

17,922,843

4,879,216

14,959,179

4,388,126

Guarantees paid

62,316

106,571

59,452

242,535

Consumables

393,234

-

446,565

-

Dividends receivable

423,994

-

353,150

-

Other

59,027

21,363

15,879

14,166

Total other assets

938,571

127,934

875,046

256,701

Total

18,861,414

5,007,150

15,834,225

4,644,827

Nature of each non-financial asset:

a)Insurances paid: Annual payments for insurances policies are included, which are capitalized and then amortized according the term of the contract.

b)Advertising: Corresponds to advertising and promotion contracts related to customers and advertising service providers, that promote our brands which are capitalized and then amortized according the term of the contract.

c)Advances to suppliers: Payments made to suppliers mainly for assets constructions and purchases of property, plants and equipments.

F-67


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

d)Prepaid expenses: Services paid in advance that give entitlement to benefits usually for a period of 12 months, they are reflected against result as they are accrued.

e)Guarantees paid: It is the initial payment for the lease of goods required by the lessor to ensure compliance with the conditions stipulated in the contract.

f)Materials to be consumed: Under this item are mainly included security supplies, clothing or supplies to be used in administrative offices, such as: eyeglasses, gloves, masks, aprons, etc.

g)Dividends receivable: Dividends receivable from associates and joint ventures.

Note 10  Trade and other receivables

The trade and other receivables are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

Current

Non current

Current

Non current

 

ThCh$

ThCh$

ThCh$

ThCh$

Chile operating segment

162,477,091

-

159,465,654

-

International business operating segment

76,166,145

-

62,587,204

-

Wines operating segment

51,478,501

-

40,284,490

-

Total commercial debtors

290,121,737

-

262,337,348

-

Impairment loss estimate

(6,059,201)

-

(4,154,752)

-

Total commercial debtors - net

284,062,536

-

258,182,596

-

Others accounts receivables (1)

36,639,803

3,363,123

28,031,002

3,974,395

Total other accounts receivable

36,639,803

3,363,123

28,031,002

3,974,395

Total

320,702,339

3,363,123

286,213,598

3,974,395

(1)As of December 31, 2018, this item mainly includes ThCh$ 1,392,650 in current and ThCh$ 1,240,461 (ThCh$ 2,411,833 in 2017) in non-current related to the account receivable from the sale of the 49% that subsidiary CPCh had in Compañía Pisquera Bauzá S.A. (seeNote 14– Non-current assets of disposal groups classifield as held for sale).

The Company’s accounts receivable are denominated in the following currencies:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Chilean Peso

191,979,443

183,948,334

Argentine Peso

67,553,470

55,526,379

US Dollar

34,113,849

27,810,990

Euro

10,152,559

9,326,882

Unidad de Fomento

2,678,592

2,590,736

Uruguayan Pesos

5,128,068

4,372,909

Paraguayan Guarani

8,774,244

5,495,532

Bolivian

1,340,388

-

Others currencies

2,344,849

1,116,231

Total

324,065,462

290,187,993

F-68


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The detail of the accounts receivable maturities as ofDecember 31, 2018, is detailed as follows:

 

Total

Current balance

Overdue balances

0 a 3 months

3 a 6 months

6 a 12 months

More than 12 months

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Chile operating segment

162,477,091

152,644,412

5,928,791

1,085,806

844,101

1,973,981

International business operating segment

76,166,145

63,419,349

9,546,370

1,092,229

701,571

1,406,626

Wines operating segment

51,478,501

44,304,213

6,248,007

272,721

305,811

347,749

Total commercial debtors

290,121,737

260,367,974

21,723,168

2,450,756

1,851,483

3,728,356

Impairment loss estimate

(6,059,201)

(148,214)

(542,195)

(600,433)

(1,407,848)

(3,360,511)

Total commercial debtors - net

284,062,536

260,219,760

21,180,973

1,850,323

443,635

367,845

Others accounts receivables

36,639,803

36,056,454

321,767

162,295

99,233

54

Total other accounts receivable

36,639,803

36,056,454

321,767

162,295

99,233

54

Total current

320,702,339

296,276,214

21,502,740

2,012,618

542,868

367,899

Others accounts receivables

3,363,123

3,363,123

-

-

-

-

Total non-current

3,363,123

3,363,123

-

-

-

-

The detail of the accounts receivable maturities as of December 31, 2017, is detailed as follows:

 

Total

Current balance

Overdue balances

 

0 a 3 months

3 a 6 months

6 a 12 months

More than 12 months

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Chile operating segment

159,465,654

150,256,296

4,960,461

1,037,876

1,358,009

1,853,012

International business operating segment

62,587,204

56,180,536

4,978,409

595,173

318,551

514,535

Wines operating segment

40,284,490

36,270,918

3,347,465

219,135

224,487

222,485

Total commercial debtors

262,337,348

242,707,750

13,286,335

1,852,184

1,901,047

2,590,032

Impairment loss estimate

(4,154,752)

-

(421,560)

(695,114)

(1,001,699)

(2,036,379)

Total commercial debtors - net

258,182,596

242,707,750

12,864,775

1,157,070

899,348

553,653

Others accounts receivables

28,031,002

27,768,858

97,052

165,092

-

-

Total other accounts receivable

28,031,002

27,768,858

97,052

165,092

-

-

Total current

286,213,598

270,476,608

12,961,827

1,322,162

899,348

553,653

Others accounts receivables

3,974,395

3,974,395

-

-

-

-

Total non-current

3,974,395

3,974,395

-

-

-

-

The Company markets its products through wholesale customers, retail and supermarket chains. As ofDecember 31, 2018, the accounts receivable from the three most important supermarket chains in Chile and Argentina represent 27.3% (28.1% in 2017) of the total accounts receivable.

As indicated in the Risk management note (SeeNote 5 – Risk administration), for Credit Risk purposes, the Company acquires credit insurance policies to cover approximately 90% and 99% of the significant accounts receivable balances domestic and export, respectively, of the total of the account receivables. Regarding amounts aged more than 6 months and for which no allowances have been constituted, they correspond mainly to amounts already covered by the credit insurance policies. In addition, there are amounts overdue within ranges for which, in accordance with current policies are only partially impaired for, based on a case by case analysis.

F-69


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The general criteria for the determination of the provision for impairment has been established in the framework of IFRS 9, which requires analysing the behavior of the client portfolio in the long term in order to generate an expected credit loss index by tranches based on the age of the portfolio. This analysis delivered the following results for the Company:

 

Current balance

Overdue balances

0 a 3 months

3 a 6 months

6 a 12 months

More than 12 months

%  Impairment loss estimate by stretch

0.10

4.30

32.60

100.00

100.00

 

 

 

 

 

 

The percentage of impairment determined for the portfolio in each court may differ from the direct application of the previously presented parameters because these percentages are applied to the uncovered portfolio of credit insurance that the Company takes. Past due balances over 6 months and for which no estimates have been made for impairment losses, correspond mainly to items protected by credit insurance. Additionally, there are expired amounts in this stretch, which according to the policy, partial losses due to impairment are estimated based on an individual case-by-case analysis.

For the above mentioned, management estimates that it does not require establishing allowances for further impairment, in addition to those already constituted based on an aging analysis of these balances.

The write-offs of our doubtful clients are once all pre-trial and judicial, efforts have been made and exhausted all means of payment, with the proper demonstration of the insolvency of customers. This process of write off normally takes more than 1 year.

The movement of the impairment losses provision for accounts receivable is as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Balance at the beginning of year

(4,154,752)

(3,837,914)

First application effect IFRS 9

(192,377)

-

Initial balance restated

(4,347,129)

(3,837,914)

Impairment estimate for accounts receivable

(1,697,861)

(1,948,264)

Uncollectible accounts

527,545

634,256

Add back of unused provisions

448,056

832,704

Estimates resulting from business combinations (1)

(1,354,559)

-

Effect of translation into presentation currency

364,747

164,466

Total

(6,059,201)

(4,154,752)

(1)SeeNote 15 – Business Combinations.

F-70


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 11 Accounts and transactions with related parties

Transactions between the Company and its subsidiaries occur in the normal course of operations and have been eliminated during the consolidation process.

The amounts indicated as transactions in the following table relate to trade operations with related parties, which are under similar terms than what a third party would get respect to price and payment conditions. There are no uncollectible estimates decreasing accounts receivable or guarantees provided to related parties.

Conditions of the balances and transaccions with related parties:

(1)Business operations agreed upon Chilean peso with a payment condition usually up to 30 days.

 

Note 10Nature of cost and expense

Operational cost and expense grouped by natural classification are as follows:

 

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Raw material cost

485,391,583

433,749,832

382,645,778

Materials and maintenance expense

43,093,939

38,678,842

32,596,344

Personnel expense (1)

197,915,151

169,331,464

155,010,442

Transportation and distribution

234,431,464

201,371,151

184,417,248

Advertising and promotion expense

117,921,841

105,649,991

85,063,591

Lease expense

13,641,122

13,347,091

12,201,288

Energy expense

25,178,032

29,566,627

25,398,656

Depreciation and amortization

81,566,802

68,607,566

64,246,496

Other expenses

100,872,027

83,207,159

72,889,696

Total

1,300,011,961

1,143,509,723

1,014,469,539

(1)See Note 31 Employee benefits.

Note 11Financial results

The financial income composition for the year ended as of December 31, 2015, 2014 and 2013, is as follows:

 

For the years ended as of December 31,

Financial Results

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Financial income

7,845,743

12,136,591

8,254,170

Financial cost

(23,101,329)

(22,957,482)

(24,084,226)

Foreign currency exchange differences

957,565

(613,181)

(4,292,119)

Result as per adjustment units

(3,282,736)

(4,159,131)

(1,801,765)

Total

(17,580,757)

(15,593,203)

(21,923,940)

Note 12Other income by function

The detail of other income by function is as follows:

Other income by function

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Sales of fixed assets

3,644,435

 

3,146,816

2,381,160

Lease expense

245,285

 

364,388

318,830

Others

2,687,524

(1)

21,952,512

2,808,873

Total

6,577,244

25,463,716

5,508,863

(1)   Under this amount includes, the positive one-time effect compensations received by our Argentine subsidiary CICSA for an amount 227,245 thousands of Argentine pesos (equivalent to MUS$ 34,200), for the termination of the contract which allowed us to import and distribute on an exclusive basis, Corona and Negra Modelo beers in Argentina and the license for the production and distribution of Budweiser beer in Uruguay.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

(2)

Note 13Other Gains (Losses)

The detail of other gains (losses) items is as follows:

Other gains (losses)

For the years ended as of December 31,

2015

2014

2013

ThCh$

ThCh$

ThCh$

Results derivative contracts (1)

9,839,675

4,152,548

2,390,493

Marketable securities to fair value

36,280

(103,306)

(107,914)

Other

(1,363,955)

(12,303)

(1,323,777)

Total

8,512,000

4,036,939

958,802

(1)   Under this concept the Company received cash flows amounting ThCh$ 5,419,700, ThCh$ 927,149 and ThCh$ 358,195 corresponding to 2015, 2014 and 2013, respectevily and these were recorded in the Consolidated Cash Flow Statement, under Operational activities, in line item Other cash movements.

Note 14 Cash and cash equivalents

Cash and cash equivalent balances were as follows:

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2013

 

ThCh$

ThCh$

ThCh$

Cash

12,712

12,708

16,242

Overnight deposits

462,873

1,319,399

883,299

Bank balances

42,370,367

30,853,126

29,614,669

Time deposits

32,639,373

99,373,117

282,628,752

Investments in mutual funds

-

-

503,838

Securities purchased under resale agreements

117,068,914

83,216,526

95,206,467

Total

192,554,239

214,774,876

408,853,267

The currency composition of cash and cash equivalents atDecember 31, 2015, is as follows:

 

Chilean Peso

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan guarani

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

10,675

39

-

1,998

-

-

-

12,712

Overnight deposits

-

462,873

-

-

-

-

-

462,873

Bank balances

21,964,295

4,922,732

955,840

5,699,756

948,816

7,519,619

359,309

42,370,367

Time deposits

32,639,373

-

-

-

-

-

-

32,639,373

Securities purchased under resale agreements

117,068,914

-

-

-

-

-

-

117,068,914

Total

171,683,257

5,385,644

955,840

5,701,754

948,816

7,519,619

359,309

192,554,239

The currency composition of cash and cash equivalents at December 31, 2014, is as follows:

 

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan guarani

Others

Total

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

9,939

-

420

-

2,349

-

-

-

12,708

Overnight deposits

-

-

1,319,399

-

-

-

-

-

1,319,399

Bank balances

8,790,934

-

4,738,935

974,179

11,726,073

536,097

3,753,420

333,488

30,853,126

Time deposits

90,962,579

8,410,538

-

-

-

-

-

-

99,373,117

Securities purchased under resale agreements

83,216,526

-

-

-

-

-

-

-

83,216,526

Total

182,979,978

8,410,538

6,058,754

974,179

11,728,422

536,097

3,753,420

333,488

214,774,876


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The currency composition of cash and cash equivalents at December 31, 2013, is as follows:

 

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Paraguayan guarani

Others

Total

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

6,446

-

42

-

1,217

8,537

-

-

16,242

Overnight deposits

-

-

883,299

-

-

-

-

-

883,299

Bank balances

24,559,899

-

695,292

1,718,676

1,730,671

545,378

-

364,753

29,614,669

Time deposits

282,628,752

-

-

-

-

-

-

-

282,628,752

Investments in mutual funds

503,838

-

-

-

-

-

-

-

503,838

Securities purchased under resale agreements

95,206,467

-

-

-

-

-

-

-

95,206,467

Total

402,905,402

-

1,578,633

1,718,676

1,731,888

553,915

-

364,753

408,853,267

The total accumulated cash flows paid in business combinations and acquisitions of associates are as follows:

 

 

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Total disbursements for business acquisition

 

 

 

 

 

Cash flows used in the purchase of non-controlling interests

(1)

1,921,245

13,776,885

 

-

Other payments to acquire interests in joint ventures

(2)

42,163,032

1,445,478

 

-

Cash flows used for control of subsidaries or other businesses

 

-

8,369

(3)

14,566,278

Payments for changes in ownership interests in subsidaries

 

-

-

(4)

5,627,425

Total

 

44,084,277

15,230,732

20,193,703

(1)Corresponds to an increased of capital made in 2015 and the acquisitions made during 2014 of 34% of Bebidas Bolivianas S.A.  

(2)Corresponds to pay of 50% of the acquisitions of Bebidas Carozzi CCU SpA. and to an increased of capital made in 2015 and 2014 of Central Cervecera de Colombia S.A.S.

(3)Corresponds to the purchase of Bebidas del Paraguay S.A., Distribuidora del Paraguay S.A. and a pay of outstanding balance related to the acquisition in Manantial S.A. and Compañía Pisquera Bauzá S.A. in 2013.

(4)Corresponds to additionally percentage of acquisition in VSPT (Note 1) in 2013.

Note 15Accounts receivables – Trade and other receivables

The accounts receivables – trade and other receivables were as follows:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Accounts receivables:

 

 

Chile reportable segment

88,332,401

87,979,118

International business segment operation

52,591,935

50,498,496

Wines reportable segment

43,333,189

38,575,440

Total Others reportable segment(1)

47,871,339

43,083,819

Others accounts receivables

24,033,944

21,619,152

Impairment loss estimate

(3,936,871)

(3,153,132)

Total

252,225,937

238,602,893

(1)Primarlly includes Comercial CCU S.A. which makes sales multiclass on behalf of Cervecera CCU Chile, ECUSA, CPCh, VSPT and FOODs.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The Company’s accounts receivable are denominated in the following currencies:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Chilean Peso

158,757,937

151,677,364

Argentine Peso

48,535,814

46,140,278

US Dollar

25,498,590

19,030,421

Euro

7,463,166

10,038,934

Unidad de Fomento

7,102

2,021

Uruguayan Pesos

4,074,908

4,519,676

Paraguayan guarani

6,111,636

5,477,622

Others currencies

1,776,784

1,716,577

Total

252,225,937

238,602,893

The detail of the accounts receivable maturities as ofDecember 31, 2015, is as follows:

 

Total

Current balance

Overdue balances

0 to 3 months

3 to 6 months

6 to 12 months

More than 12 months

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Accounts receivables:

 

 

 

 

 

 

Chile reportable segment

88,332,401

80,543,609

6,601,090

421,928

298,999

466,775

International business segment operation

52,591,935

45,600,898

5,839,178

226,648

321,512

603,699

Wines reportable segment

43,333,189

40,022,791

2,715,939

193,781

299,921

100,757

Total Others reportable segment(1)

47,871,339

43,481,018

3,507,731

237,742

212,994

431,854

Others accounts receivables

24,033,944

22,204,897

370,715

982,963

475,369

-

Sub-Total

256,162,808

231,853,213

19,034,653

2,063,062

1,608,795

1,603,085

Impairment loss estimate

(3,936,871)

-

(888,274)

(280,839)

(1,168,592)

(1,599,166)

Total

252,225,937

231,853,213

18,146,379

1,782,223

440,203

3,919

(1)Primarlly includes Comercial CCU S.A. which makes sales multiclass on behalf of Cervecera CCU Chile, ECUSA, CPCh, VSPT and FOODs.

The detail of the accounts receivable maturities as of December 31, 2014, is as follows:

 

Total

Current balance

Overdue balances

 

0 to 3 months

3 to 6 months

6 to 12 months

More than 12 months

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Accounts receivables:

      

Chile reportable segment

87,979,118

81,335,105

5,453,180

485,827

325,316

379,690

International business segment operation

50,498,496

41,505,514

7,058,969

791,980

289,994

852,039

Wines reportable segment

38,575,440

33,384,725

4,696,632

187,721

150,061

156,301

Total Others reportable segment (1)

43,083,819

38,808,700

3,218,244

212,767

230,855

613,253

Others accounts receivables

21,619,152

19,689,147

663,317

1,266,688

-

-

Sub-Total

241,756,025

214,723,191

21,090,342

2,944,983

996,226

2,001,283

Impairment loss estimate

(3,153,132)

-

(608,126)

(285,728)

(505,187)

(1,754,091)

Total

238,602,893

214,723,191

20,482,216

2,659,255

491,039

247,192

(1)Primarlly includes Comercial CCU S.A. which makes sales multiclass on behalf of Cervecera CCU Chile, ECUSA, CPCh, VSPT and FOODs.

The Company markets its products through retail, wholesale clients, chains and supermarkets. As ofDecember 31, 2015, the accounts receivable from the three most important supermarket chains in Chile and Argentina represent 29.1% (29.2% in 2014) of the total accounts receivable.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

As indicated in the Risk management note (Note 5), for Credit Risk purposes, the Company acquires credit insurance policies to cover approximately 90% of the accounts receivable balances. For this reason, management estimates that it does not require establishing allowances for further deterioration, in addition to those already constituted based on an aging analysis of these balances.

Regarding amounts aged more than 6 months and for which no allowances have been constituted, they correspond mainly to amounts already covered by the credit insurance policies. In addition, there are amounts overdue within ranges for which, in accordance with current policies are only partially impaired for, based on a case by case analysis.

The movement of the impairment losses provision for accounts receivable is as follows:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Balance at the beginning of year

3,153,132

4,506,069

Impairment estimate for accounts receivable

1,883,258

346,606

Uncollectible accounts

(264,618)

(914,016)

Release of unused provisions

(557,106)

(680,950)

Effect of translation into presentation currency

(277,795)

(104,577)

Total

3,936,871

3,153,132


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 16Accounts and transactions with related companies

Transactions between the Company and its subsidiaries occur in the normal course of operations and have been eliminated during the consolidation process.

The amounts indicated as transactions in the following table relate to trade operations with related companies, which are under similar terms than what a third party would get respect to price and payment conditions. There are no uncollectible estimates decreasing accounts receivable or guarantees provided to related companies.

Balances and transactions with related companies consist of the following:

(1)  Business operations agreed upon in Chilean Pesos. Companies not under a current trade account agreement not accrue interest and have payment terms of 30 days.

(2)  Business operations agreed upon in Chilean Pesos. The remaining balance accrues interest at 90-days active bank rate (TAB) plus an annual spread. Interests is paid or charged against the trade current account.

(3)  Business operations in foreign currencies not covered byand with a current trade account, that do not accrue interest and have payment terms ofcondition up to 30 days. Balances are presented at the closing exchange rate.

 

(3)

(4)  An agreement between the subsidiary Compañía Pisquera de Chile S.A. with Cooperativa Agrícola Control Pisquero de Elqui andy Limarí Ltda. due to differences resulting from the contributions made by the latter. It establishes a 3% annual interest over capital, with annual payments to be made in eight instalments of UF 1,124 each. Beginning February 28, 2007 and UF 9,995 bullet payment at the last contribution date. In accordance with the contract,Cooperativa Agrícola Control Pisquero de Elqui and Limari Ltda.renewy Limarí Ltda.renewed the contract for a period of ten years.nine years with maturing in the year 2023. Consequently, the UF 9,995 will paybe paid in tennine equal and successive instalments of UF 1,1621,200 each one,and a final payment of UF 2,050, beginning on February 28, 2015.

 

(4)

(5)   An agreement of grape supply between the subsidiary Compañía Pisquera de Chile S.A. withand Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. These contracts stipulate a 3% annual interest on the capital, with a term of eight years, and annual payments dueto expire on the following dates: May 31, 2018, May 31, 2019 and May 31, 2020.

(5)

Business operations agreed upon in Chilean Pesos that will accrue a TAB interest rate to 30 days plus a spread of 0.78% annual.

The transaction table includes the main transactions made with related parties.


F-71


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The detail of the accounts receivable and payable from related parties as of December 31, 2018 and 2017, are detailed as follows:

Accounts receivable from related parties

Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

6,062,786-K

Andrónico Luksic Craig

Chile

(1)

Chairman of CCU

Sales of products

CLP

-

1,207

6,372,368-1

Jean Paul Luksic

Chile

(1)

Director of company related to the controller

Sales of products

CLP

-

464

14,534,777-7

Hubert  Porte

Chile

(1)

Director of company related to the controller

Sales of products

CLP

-

2,095

76,029,109-9

Inversiones Chile Chico Ltda.

Chile

(1)

Related to the controller's shareholder

Services provided

CLP

2,959

2,253

76,035,409-0

Cervecera Guayacán SpA.

Chile

(1)

Associate of subsidiary (until July 2018)

Sales of products

CLP

-

80,298

76,079,669-7

Minera Antucoya

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

161

355

76,111,872-2

Inversiones Tv Medios Ltda.

Chile

(1)

Related to the controller

Sales of products

CLP

33

-

76,115,132-0

Canal 13 SpA.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

51

-

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller's shareholder

Services provided

CLP

51,667

40,965

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

153

-

76,363,269-5

Inversiones Alabama Ltda.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

738

-

76,380,217-5

Hapag-Lloyd Chile SpA.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

141

-

76,481,675-7

Cervecería Szot SpA.

Chile

(1)

Associate of subsidiary

Services provided

CLP

2,869

-

76,481,675-7

Cervecería Szot SpA.

Chile

(1)

Associate of subsidiary

Sales of products

CLP

23,090

15,009

76,481,675-7

Cervecería Szot SpA.

Chile

(1)

Associate of subsidiary

Remittanse send

CLP

495

-

76,481,675-7

Cervecería Szot SpA.

Chile

(5)

Associate of subsidiary

Loan

CLP

50,000

-

76,486,051-9

Inversiones Río Elqui SpA.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

24,029

-

76,727,040-2

Minera Centinela

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

608

781

76,806,870-4

Transacciones e Inv. Arizona S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

11

-

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Related to non-controlling subsidiary

Sales of products

CLP

101,664

245,385

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidiary of joint venture

Sales of products

CLP

1,222,832

667,195

78,105,460-7

Alimentos Nutrabien S.A.

Chile

(1)

Subsidiary of joint venture (until november 2018)

Sales of products

CLP

-

151

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

(1)

Shareholder of joint operation

Services provided

CLP

751,805

2,997,036

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

(1)

Shareholder of joint operation

Sales of products

CLP

-

402,666

81,148,200-5

Ferrocarril de Antofagasta a Bolivia S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

5,070

3,457

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(1)

Shareholder of subsidiary

Advance purchase

CLP

14,393

14,393

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Shareholder of subsidiary

Supply contract

UF

47,082

77,929

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(3)

Shareholder of subsidiary

Loan

UF

32,149

31,191

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(1)

Shareholder of subsidiary

Sales of products

CLP

1,478

-

90,081,000-8

Compañía Chilena de Fósforos S.A.

Chile

(1)

Shareholder of subsidiary (until January 2018)

Sales of products

CLP

-

2,893

90,160,000-7

Compañía Sud Americana de Vapores S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

1,264

165

91,021,000-9

Invexans S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

33

3,713

91,705,000-7

Quiñenco S.A.

Chile

(1)

Controller's Shareholder

Sales of products

CLP

3,929

2,759

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

4,384

4,341

92,048,000-4

SAAM S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

149

83

93,920,000-2

Antofagasta Minerals S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

3,167

2,640

94,625,000-7

Inversiones Enex S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

195,720

234,880

96,427,000-7

Inversiones y Rentas S.A.

Chile

(1)

Controller

Services provided

CLP

3,465

3,465

96,536,010-7

Inversiones Consolidadas Ltda.

Chile

(1)

Related to the controller

Sales of products

CLP

853

121

96,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

3,545

514

96,591,040-9

Empresas Carozzi S.A.

Chile

(1)

Shareholder of joint operation

Sales of products

CLP

-

76,635

96,645,790-2

Socofin S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

-

2,395

96,767,630-6

Banchile Administradora General de Fondos S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

315

67

96,790,240-3

Minera Los Pelambres

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

300

659

96,819,020-2

Agrícola El Cerrito S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

11

-

96,847,140-6

Inmobiliaria Norte Verde S.A.

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

33

-

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Services provided

CLP

139,647

74,387

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Remittanse send

CLP

2,923

-

96,922,250-7

Agrícola Valle Nuevo S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

33

-

97,004,000-5

Banco de Chile

Chile

(1)

Related to the controller's shareholder

Sales of products

CLP

44,604

62,816

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Remittanse send

CLP

20,035

4,334

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Services provided

CLP

269,946

685,412

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Sales of products

CLP

11,071

16,654

96,951,040-5

Inversiones Rosario S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

22

-

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

(2)

Associate (until July 2018)

Sales of products

USD

-

30,791

0-E

Central Cervecera de Colombia S.A.S.

Colombia

(2)

Joint venture

Sales of products

USD

9,480

9,248

0-E

Gráfica Editorial Intersudamericana S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Sales of products

PYG

-

220

0-E

Palermo S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Sales of products

PYG

-

8,247

0-E

Paraguay Soccer S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Sales of products

PYG

-

85

0-E

QSR S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Sales of products

PYG

434

410

Total

 

 

 

 

 

 

3,048,841

5,810,764

F-72


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Non Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(3)

Shareholder of subsidiary

Loan

UF

143,783

166,928

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Shareholder of subsidiary

Supply contract

UF

47,082

91,543

Total

 

 

 

 

 

 

190,865

258,471

Accounts payable to related parties

Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

76,115,132-0

Canal 13 SpA.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

277,515

196,805

76,380,217-5

Hapag-Lloyd Chile SpA.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

32,646

54,194

76,481,675-7

Cervecería Szot SpA.

Chile

(1)

Associate of subsidiary

Purchase of products

CLP

2,199

17,288

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Related to non-controlling subsidiary

Services received

CLP

8,704

13,733

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidiary of joint venture

Services received

CLP

92,129

106,671

78,053,790-6

Servipag Ltda.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

4,218

-

78,105,460-7

Alimentos Nutrabien S.A.

Chile

(1)

Subsidiary of joint venture (until november 2018)

Purchase of products

CLP

-

543

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

(1)

Shareholder of joint operation

Purchase of products

CLP

1,160,168

958,293

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(1)

Shareholder of subsidiary

Purchase of products

CLP

417

37,433

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

(1)

Related to the controller's shareholder

Purchase of products

CLP

44,239

139,373

92,048,000-4

SAAM S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

-

123

94,058,000-5

Servicios Aeroportuarios Aerosan S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

1,711

2,025

96,591,040-9

Empresas Carozzi S.A.

Chile

(1)

Shareholder of joint operation

Purchase of products

CLP

736,974

1,595,771

94,625,000-7

Inversiones Enex S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

76

76

96,689,310-9

Transbank S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

5,868

3,462

96,798,520-1

Saam Extraportuarios S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

17,201

1,971

96,810,030-0

Radiodifusión SpA.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

41,170

55,244

96,908,970-K

San Antonio Terminal Internacional S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

15,724

7,541

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Remittanse received

CLP

7,869

-

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

1,204,662

1,152,343

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Royalty

CLP

109,091

-

96,953,410-K

Artikos Chile S.A.

Chile

(1)

Related to the controller's shareholder

Services received

CLP

-

137

97,004,000-5

Banco de Chile

Chile

(1)

Related to the controller's shareholder

Services received

CLP

1,244

22,730

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Remittanse received

CLP

46,708

-

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

19,920

17,406

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Consignation sales

CLP

211,985

233,565

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

(2)

Associate (until July 2018)

Services received

USD

-

44,451

0-E

Ecor Ltda.

Bolivia

(2)

Related to the subsidiary's shareholder

Services received

BOB

11,879

-

0-E

Central Cervecera de Colombia S.A.S.

Colombia

(2)

Joint venture

Services received

USD

24,449

14,199

0-E

Nestlé Waters Marketing & Distribution

France

(2)

Related to the subsidiary's shareholder

Purchase of products

Euros

12,256

-

0-E

Amstel Brouwerijen B.V.

Netherlands

(2)

Related to the controller's shareholder

License and technical assistance

Euros

120,726

66,583

0-E

Heineken Brouwerijen B.V.

Netherlands

(2)

Related to the controller's shareholder

Purchase of products

USD

1,044,963

1,241,991

0-E

Heineken Brouwerijen B.V.

Netherlands

(2)

Related to the controller's shareholder

License and technical assistance

Euros

1,486,100

1,349,472

0-E

Heineken Brouwerijen B.V.

Netherlands

(2)

Related to the controller's shareholder

Royalty

USD

12,879

2,586,380

0-E

Heineken Brouwerijen B.V.

Netherlands

(2)

Related to the controller's shareholder

Services received

USD

1,025

1,025

0-E

Banco Amambay S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Services received

PYG

-

148

0-E

Banco BASA S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Services received

PYG

18

-

0-E

Emprendimientos Hoteleros S.A.E.C.A

Paraguay

(2)

Related to the subsidiary's shareholder

Services received

PYG

11,249

8,481

0-E

Gráfica y Editorial Intersuda S.A.

Paraguay

(2)

Related to the subsidiary's shareholder

Purchase of products

PYG

-

448

0-E

Watt's Alimentos S.A.

Paraguay

(2)

Related joint venture shareholder

Purchase of products

USD

106,531

92,566

0-E

Societé des Produits Nestlé S.A.

Switzerland

(2)

Related to the subsidiary's shareholder

Royalty

CHF

62,397

46,572

Total

 

 

 

 

 

 

6,936,910

10,069,043

F-73


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Most significant transactions and effects on results:

As of December 31, 2018 and 2017 the most significant transactions with related parties that are not subsidiaries of the Company and their effect on the Consolidated Statement of Income are detailed as follows:

Tax ID

Company

Country of origin

Relationship

Transaction

2018

2017

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

ThCh$

ThCh$

ThCh$

ThCh$

76,079,669-7

Minera Antucoya

Chile

Related to the controller's shareholder

Sales of products

2,045

1,636

1,501

1,200

76,178,803-5

Viña Tabali S.A.

Chile

Related to the controller's shareholder

Services provided

90,214

90,214

85,931

85,931

76,115,132-0

Canal 13 SpA.

Chile

Related to the controller's shareholder

Advertising

2,641,844

(2,641,844)

2,064,067

(2,064,067)

76,313,970-0

Inversiones Irsa Ltda.

Chile

Related to the controller

Dividends paid

4,522,295

-

4,457,428

-

76,481,675-7

Cervecería Szot SpA.

Chile

Associate of subsidiary

Capital contribution

-

-

52,771

-

76,553,712-6

Heliservicios S.A.

Chile

Related to the controller

Services received

-

-

17,760

(17,760)

76,727,040-2

Minera Centinela

Chile

Related to the controller's shareholder

Sales of products

7,246

5,797

5,085

4,068

77,051,330-8

Cervecería Kunstmann Ltda

Chile

Related to non-controlling subsidiary

Services received

113,507

(113,507)

152,578

(152,578)

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

Related to non-controlling subsidiary

Sales of products

773,056

589,466

640,590

484,283

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidiary of joint venture

Sales of products

5,777,863

3,466,718

4,807,422

2,884,453

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidiary of joint venture

Services received

405,845

(405,845)

355,279

(355,279)

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

Shareholder of subsidiary

Purchase of products

12,726,958

-

11,062,488

-

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

Shareholder of subsidiary

Services provided

2,756,584

2,756,584

3,154,653

3,154,653

79,985,340-K

Cervecera Valdivia S.A.

Chile

Shareholder of subsidiary

Dividends paid

990,073

-

818,433

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Loan

26,483

5,826

25,204

6,467

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Purchase of grape

5,358,014

-

4,855,607

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Dividends paid

768,325

-

637,313

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Sales of products

3,731

2,985

4,727

3,782

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Supply contract

73,994

4,750

70,839

6,604

90,703,000-8

Nestlé Chile S.A.

Chile

Shareholder of subsidiary

Dividends paid

3,922,143

-

4,158,228

-

91,705,000-7

Quiñenco S.A.

Chile

Controller's Shareholder

Sales of products

20,362

16,290

15,941

12,753

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

Related to the controller's shareholder

Services received

277,482

(277,482)

298,865

(298,865)

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

Related to the controller's shareholder

Purchase of products

227,106

(227,106)

260,177

(260,177)

93,920,000-2

Antofagasta Minerals S.A.

Chile

Related to the controller's shareholder

Sales of products

34,966

27,973

33,441

26,753

94,625,000-7

Inversiones Enex S.A.

Chile

Related to the controller's shareholder

Sales of products

1,474,819

1,179,855

1,445,395

1,156,316

96,427,000-7

Inversiones y Rentas S.A.

Chile

Controller

Office lease

9,106

9,106

9,622

9,622

96,427,000-7

Inversiones y Rentas S.A.

Chile

Controller

Dividends paid

35,137,554

-

34,633,542

-

96,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller's shareholder

Investments

1,231,060,000

-

645,420,000

-

96,571,220-8

Banchile Corredora de Bolsa S.A.

Chile

Related to the controller's shareholder

Investment Rescue

1,220,115,263

1,225,263

654,640,312

720,312

96,591,040-9

Empresas Carozzi S.A

Chile

Related joint venture

Sales of products

35,820

28,656

91,198

72,958

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Related to the controller's shareholder

Sales of products

1,095

876

1,150

920

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Related to the controller's shareholder

Services received

87,394

(87,394)

83,946

(83,946)

96,689,310-9

Transbank S.A.

Chile

Related to the controller's shareholder

Commission

167,149

(167,149)

131,269

(131,269)

96,798,520-1

SAAM Extraportuario S.A

Chile

Related to the controller's shareholder

Services received

83,711

(83,711)

55,148

(55,148)

96,810,030-0

Radiodifusión SpA.

Chile

Related to the controller's shareholder

Services provided

470,325

(470,325)

391,598

(391,598)

96,919,980-7

Cervecería Austral S.A.

Chille

Joint venture

Dividends received

372,088

-

245,068

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Sales of products

-

-

413,117

183,835

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Purchase of products

10,055,050

-

8,481,780

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Services provided

279,607

279,607

253,473

253,473

96,919,980-7

Cerveceria Austral S.A.

Chile

Joint venture

Royalty

329,276

(329,276)

333,356

(333,356)

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Interests

165,325

(165,325)

369,097

(369,097)

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Transportation of securities

368,839

(368,839)

359,579

(359,579)

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Derivatives

42,723,097

6,622,290

63,548,208

5,500,174

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Sales of products

247,781

198,225

219,821

175,857

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Investments

323,366,723

-

2,146,826

-

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Investment Rescue

321,199,617

334,173

2,155,817

3,596

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Remittanse send

-

-

717,900

-

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Services provided

444,677

444,677

731,310

731,310

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Purchase of products

11,590

(11,590)

15,329

(15,329)

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Consignation sales

3,029,169

-

2,804,870

-

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

Associate (until july 2018)

Sales of products

194,516

73,916

425,664

161,752

0-E

Central Cervecera de Colombia S.A.S.

Colombia

Joint venture

Capital contribution

-

-

28,232,532

-

0-E

Zona Franca Central Cervecera S.A.S.

Colombia

Joint venture

Capital contribution

59,505,559

-

21,080,358

-

0-E

Americas Distilling Investments

United States

Associate of subsidiary

Capital contribution

-

-

1,043,720

-

0-E

Amstel Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

License and technical assistance

247,395

(247,395)

211,740

(211,740)

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Purchase of products

432,639

-

306,553

-

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

License and technical assistance

9,609,913

(9,609,913)

11,051,487

(11,051,487)

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Services received

73,733

(73,733)

166,677

(166,677)

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Sales of products

-

-

846,179

634,634

0-E

Societé des Produits Nestlé S.A.

Switzerland

Related to the subsidiary's shareholder

Royalty

543,331

(543,331)

520,363

(520,363)

 

 

 

 

 

 

 

 

 

F-74


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

As of December 31, 2017 and 2016 the most significant transactions with related parties that are not subsidiaries of the Company and their effect on the Consolidated Statement of Income are detailed as follows:

Tax ID

Company

Country of origin

Relationship

Transaction

2017

2016

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

ThCh$

ThCh$

ThCh$

ThCh$

76,079,669-7

Minera Antucoya

Chile

Related to the controller's shareholder

Sales of products

1,501

1,200

-

-

76,115,132-0

Canal 13 SpA.

Chile

Related to the controller's shareholder

Advertising

2,064,067

(2,064,067)

3,427,941

(3,427,941)

76,178,803-5

Viña Tabalí S.A.

Chile

Related to the controller's shareholder

Services provided

85,931

85,931

52,470

52,470

76,313,970-0

Inversiones Irsa Ltda.

Chile

Related to the controller

Dividends paid

4,457,428

-

4,132,618

-

76,481,675-7

Cervecería Szot SpA.

Chile

Associate of subsidiary

Capital contribution

52,771

-

-

-

76,553,712-6

Heliservicios S.A.

Chile

Related to the controller

Services received

17,760

(17,760)

-

-

76,727,040-2

Minera Centinela

Chile

Related to the controller's shareholder

Sales of products

5,085

4,068

-

-

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

Related to non-controlling subsidiary

Services received

152,578

(152,578)

83,220

(83,220)

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

Related to non-controlling subsidiary

Sales of products

640,590

484,283

522,566

418,052

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidiary of joint venture

Sales of products

4,807,422

2,884,453

4,259,983

1,746,594

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidiary of joint venture

Services received

355,279

(355,279)

329,258

(329,258)

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

Shareholder of subsidiary

Services provided

3,154,653

3,154,653

3,234,158

3,234,158

78,259,420-6

Inversiones PFI Chile Ltda.

Chile

Shareholder of subsidiary

Purchase of products

11,062,488

-

10,083,606

-

78,780,780-1

Operaciones y Servicios Enex Ltda.

Chile

Related to the controller's shareholder

Sales of products

-

-

224,387

183,997

79,985,340-K

Cervecera Valdivia S.A.

Chile

Shareholder of subsidiary

Dividends paid

818,433

-

633,668

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Dividends paid

637,313

-

599,123

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Loan

25,204

6,467

23,844

7,017

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Purchase of grape

4,855,607

-

4,255,971

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Supply contract

70,839

6,604

67,267

8,321

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

Shareholder of subsidiary

Sales of products

4,727

3,782

-

-

90,081,000-8

Compañía Chilena de Fósforos S.A.

Chile

Shareholder of subsidiary

Dividends paid

979,637

-

1,273,753

-

90,703,000-8

Nestlé Chile S.A.

Chile

Shareholder of subsidiary

Dividends paid

4,158,228

-

3,530,565

-

91,705,000-7

Quiñenco S.A.

Chile

Controller's Shareholder

Sales of products

15,941

12,753

13,984

11,186

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

Related to the controller's shareholder

Services received

298,865

(298,865)

339,457

(339,457)

92,011,000-2

Empresa Nacional de Energía Enex S.A.

Chile

Related to the controller's shareholder

Purchase of products

260,177

(260,177)

100,146

(100,146)

93,920,000-2

Antofagasta Minerals S.A.

Chile

Related to the controller's shareholder

Sales of products

33,441

26,753

35,532

28,069

94,625,000-7

Inversiones Enex S.A.

Chile

Related to the controller's shareholder

Sales of products

1,445,395

1,156,316

1,161,918

906,296

96,427,000-7

Inversiones y Rentas S.A.

Chile

Controller

Office lease

9,622

9,622

11,463

11,463

96,427,000-7

Inversiones y Rentas S.A.

Chile

Controller

Dividends paid

34,633,542

-

32,109,822

-

96,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller's shareholder

Investments

645,420,000

-

61,400,000

-

96,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller's shareholder

Investment Rescue

654,640,312

720,312

170,500,000

402,369

96,591,040-9

Empresas Carozzi S.A.

Chile

Shareholder of joint operation

Sales of products

91,198

72,958

311,666

249,322

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Related to the controller's shareholder

Sales of products

1,150

920

-

-

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Related to the controller's shareholder

Services received

83,946

(83,946)

-

-

96,689,310-9

Transbank S.A.

Chile

Related to the controller's shareholder

Commission

131,269

(131,269)

104,193

(104,193)

96,798,520-1

SAAM Extraportuario S.A.

Chile

Related to the controller's shareholder

Services received

55,148

(55,148)

77,521

(77,521)

96,810,030-0

Radiodifusión SpA.

Chile

Related to the controller's shareholder

Services provided

391,598

(391,598)

380,129

(380,129)

96,919,980-7

Cervecería Austral S.A.

Chille

Joint venture

Dividends received

245,068

-

-

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty

-

-

429,517

(429,517)

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Purchase of products

8,481,780

-

5,438,419

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Sales of products

413,117

183,835

62,444

27,788

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Services provided

253,473

253,473

234,327

234,327

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty

333,356

(333,356)

-

-

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Derivatives

63,548,208

5,500,174

35,318,178

2,006,627

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Interests

369,097

(369,097)

529,138

(529,138)

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Investments

2,146,826

-

61,400,000

-

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Financial income

-

-

247,101

247,101

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Leasing paid

-

-

87,457

2,266

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Transportation of securities

359,579

(359,579)

282,267

(282,267)

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Sales of products

219,821

175,857

87,772

48,800

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Leasing paid

-

-

87,457

2,266

97,004,000-5

Banco de Chile

Chile

Related to the controller's shareholder

Investment Rescue

2,155,817

3,596

247,101

247,101

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Remittanse send

717,900

-

750,000

-

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Services provided

731,310

731,310

1,553,943

1,553,943

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Purchase of products

15,329

(15,329)

17,773

(17,773)

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Consignation sales

2,804,870

-

5,115,078

-

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Sales of products

-

-

5,973

2,745

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

Associate

Contribution of capital

-

-

2,174,370

-

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

Associate

Sales of products

425,664

161,752

396,076

150,509

0-E

Central Cervecera de Colombia S.A.S.

Colombia

Joint venture

Capital contribution

28,232,532

-

22,943,861

-

0-E

Zona Franca Central Cervecera S.A.S.

Colombia

Subsidiary of joint venture

Capital contribution

21,080,358

-

-

-

0-E

Americas Distilling Investments LLC

United States

Associate of subsidiary

Capital contribution

1,043,720

-

-

-

0-E

Amstel Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

License and technical assistance

211,740

(211,740)

165,995

(165,995)

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Purchase of products

306,553

-

-

-

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

License and technical assistance

11,051,487

(11,051,487)

9,445,557

(9,445,557)

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Sales of products

846,179

634,634

161,220

120,915

0-E

Heineken Brouwerijen B.V.

Netherlands

Related to the controller's shareholder

Services received

166,677

(166,677)

82,475

(82,475)

0-E

Societé des Produits Nestlé S.A.

Switzerland

Related to the subsidiary's shareholder

Royalty

520,363

(520,363)

432,535

(432,535)

 

 

 

 

 

 

 

 

 

F-75


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Remuneration of the Management key employees

The Company is managed by a Board of Directors comprised of 9 members, each of whom is in office for a 3-year term and may be re-elected.

The Board was appointed at the Ordinary Shareholders´ Meeting held on April 13, 2016, being elected Messrs. Andrónico Luksic Craig, Francisco Pérez Mackenna, Pablo Granifo Lavín, Rodrigo Hinzpeter Kirberg, Marc Busain, Carlos Molina Solís, Didier Debrosse, José Miguel Barros van Hövell tot Westerflier and Vittorio Corbo Lioi, the latter independent according to article 50 bis of Law Nº18,046. The Chairman and the Vice Chairman, as well as the members of the Audit Committee were appointed at the Board of Directors´ meeting held on April 13, 2016. At the same meeting, and according to article 50 bis of Law N° 18,046, the independent Director Mr. Vittorio Corbo Lioi appointed the other members of the Directors Committee, which is composed of Directors Messrs. Pérez, Molina and Corbo. Additionally, Messrs. Corbo and Molina were appointed as members of the Audit Committee, both meeting the independence criteria under the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange Rules. The Board of Directors also resolved that Directors Messrs. Pérez and Barros shall participate in the Audit Committee´s meetings as observers.

At the Board meeting held on May 9, 2018, and due to the resignation of the directors Messrs. Marc Busain and Didier Debrosse, both effective as of May 1, 2018, the Board of Directors appointed Messrs. Hemmo Parson and Rory Cullinan in these vacancies, until the next Ordinary Shareholders' Meeting, pursuant to article 32 of Law N ° 18,046. In addition, in said meeting, Mr. Carlos Molina was designated as Vice Chairman of the Board of Directors, in lieu of Mr. Marc Busain.

The Ordinary Shareholders´ Meeting held on April 11, 2018 resolved to maintain the remuneration of Directors of Compañía Cervecerías Unidas S.A. previously agreed at the Ordinary Shareholders´ Meeting held on April 12, 2017, which consists of a gross monthly fee for attendance to Board Meetings of UF 100 per Director, and UF 200 for the Chairman, independent of the number of meetings held within such period, plus an amount equivalent to 3% of the distributed dividends, for the whole Board, at a rate of one-ninth for each Director and in proportion to the time each one served as such during the year 2018. If the distributed dividends exceed 50% of the net profits, the Board of Directors’ variable remuneration shall be calculated over a maximum 50% of such profits.

Additionally, those Directors that are members of the Directors Committee receive a gross remuneration of UF 34 for each meeting they attend, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a Director is entitled to pursuant to article 50 bis of Law Nº 18,046 and Regulation N° 1956 of the CMF. Directors that are members and observers of the Audit Committee receive a gross monthly remuneration of UF 25.

According to the above, as of December 31, 2018, the Directors received ThCh$ 3,263,451 (ThCh$ 3,146,516 in 2017 and ThCh$ 3,215,759 in 2016) in meeting attendance fees and dividend participation. In addition, ThCh$ 217,514 (ThCh$ 224,813 in 2017 and ThCh$ 212,665 in 2016) were paid as meeting attendance fees and dividend participation to the Senior Management of the Parent Company.

As of December 31, 2018, the remuneration corresponding to the key personal was ThCh$ 7,308,365 (ThCh$ 6,449,061 in 2017 and ThCh$ 7,565,658 in 2016).The Company grants annual discretionary and variable bonuses to the top key employees, which are not subject to an agreement and are decided on the basis of the compliance with individual and corporate goals and depending on the year results.

F-76


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 12Inventories

The inventories balances are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Finished products

83,843,751

74,897,803

In process products

3,109,463

2,861,150

Raw material

127,732,091

114,911,632

In transit raw material

8,488,881

5,236,825

Materials and products

6,206,087

5,618,614

Realizable net value  estimate and obsolescence

(1,318,036)

(1,538,133)

Total

228,062,237

201,987,891

The Company wrote off a total of ThCh$ 3,296,095, ThCh$ 2,981,075 and ThCh$ 2,012,748 against net realizable value and obsolescence for the years ended as of December 31, 2018, 2017 and 2016, respectively.

Additionally, the Company presents an estimate for inventory impairment which includes amounts related to low turnover, technical obsolescence and/or products recalled from the market.

The movement of net realizable value and obsolescence estimate is detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Initial balance

(1,538,133)

(2,337,354)

Inventories write-down estimation

(3,081,986)

(2,268,199)

Estimates resulting from business combinations (1)

(101,244)

-

Inventories recognised as an expense

3,296,095

2,981,075

Business combinations effect

107,232

86,345

Total

(1,318,036)

(1,538,133)

(1)SeeNote 15 – Business Combinations.

As of December 31, 2018 and 2017, the Company does not have any inventory pledged as guarantee for financial obligations.

F-77


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 13Biological assets

The Company recorded under Current biological assets the agricultural activities (grapes) derived from production of plantations that will be destined to be an input to the following process of the wine production.

The costs associated to the agricultural activities (grapes) are accumulated to the harvest date.

The valuation of current biological assets is described inNote 2 - Summary of significant accounting policies, 2.10.

The movement ofcurrent biological assetsis detailed as follows:

ThCh$

As of January 1 2017

Historic cost

7,948,379

Book Value

7,948,379

As of December 31, 2017

Acquisitions

18,440,177

Decreases due to harvesting

(18,230,868)

Changes

209,309

Book Value

8,157,688

As of December 31, 2017

Historic cost

8,157,688

Book Value

8,157,688

As of December 31, 2018

Acquisitions

20,871,261

Decreases due to harvesting

(20,634,418)

Other increases (decreases) (1)

95,342

Changes

332,185

Book Value

8,489,873

As of December 31, 2018

Historic cost

8,489,873

Book Value

8,489,873

(1) Mainly corresponds to the financial effect of the application IAS 29 “Financial reporting in hyperinflationary economies”. SeeNote 4 - Accounting changes, letter b).

F-78


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 14 Non-current assets of disposal groups classified as held for sale

a)International Business Operating segment

-

During September 2015, the Board of subsidiary Saenz Briones S.A. authorized the sale of property located in Luján de Cuyo city, Provincia de Mendoza, Argentina. At the date of issuance of these Financial Statements that property is the same condition.

b)Wine Operating segment

 

The-

During the last quarter of 2009, the Board of Tamarí S.A. (merged with Finca la Celia S.A. as of April 1, 2011) authorized the sale of fixed assets which includes the winery with facilities for processing and storage of wines as well as of acres that surround it and the guest house. This decision is based primarily on the advantage of consolidating the operations of processing and packaging of wines from the Wine Group subsidiaries VSPT facilities in Finca La Celia, generating significant synergies for the Group.

-

During 2010, the Company hired a specialist broker for such assets. Subsequently, on December 13, 2011, a sales reservation contract was signed for all of the assets. At the date of issuance of these Financial Statements this transaction schedule includes allis current.

-

During November 2015, the transactions made with related parties.Board of subsidiary Viña Valles de Chile S.A. (legal and continuing successor of Viña Misiones de Rengo S.A.) authorized the sale of certain fixed assets located in Rengo city, Provincia de Cachapoal, Sexta Región. At the date of issuance of these Financial Statements this transaction is current.At the date of issuance of these Financial Statements this transaction is available for sale through a real estate broker specializing in this type of asset.

c)Chile Operating segment

 

-

On January 7, 2016, the shareholders of Compañía Pisquera Bauzá S.A. signed an agreement in which Compañ��aPisquera de Chile S.A. (“CPCh”) (subsidiary of Compañía Cervecerías Unidas S.A.) sold its interest of 49% to Agroproductos Bauzá S.A. The detailprice of the accountstransaction was an amount of UF 150,000 (equivalent to ThCh$ 3,844,364 on December 31, 2015).

-

In January 2016, the first payment was received for an amount of UF 20,000 (equivalents to ThCh$ 512,596 on January 8, 2016).

-

The account receivable and payable from related companiesbalance as of December 31, 2017 is an amount of UF 90.000, plus its interest, bouth accounted as a non-current receivable (equivalents to ThCh$ 2,411,832). This amount will be paid in annual payments maturing in 2020. It is important to mention the payment with maturating in 2018 by UF 20.000 was paid in advance during May 2017 (equivalent to ThCh$ 578,958).

-

Previously, in October 2015, and 2014, is as follows:CPCh’s Board agreed to instruct the Management to obtain an agreement with Agroproductos Bauzá based on the terms which were reflected in the before mentioned transaction.


As described inNote 2 - Summary of significant accounting policies, 2.18, non-current assets of disposal groups classified as held for sale have been recorded at the lower of carrying amount and fair value less cost to sale.

F-79


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Accounts receivable from related companies

Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

0-E

Bebidas Bolivianas SA

Bolivia

(1)

Associated

Sales of products

USD

78,810

-

0-E

Heineken Brouwerijen B.V.

Holanda

(3)

Related to the controller

Sales of products

USD

-

43,428

0-E

Pepsi Cola Panamericana S.R.L

Perú

(1)

Related to the joint venture

Sales of products

USD

1,149

-

97.004.000-5

Banco de Chile

Chile

(1)

Related to the controller

Sales of products

CLP

126,435

179,284

96.571.220-8

Banchile Corredores de Bolsa S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

1,073

-

96.819.020-2

Agrícola El Cerrito S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

30

-

87.938.700-0

Agroproductos Bauza y Cía Ltda.

Chile

(1)

Related joint operating

Sales of products

CLP

10,297

-

93.920.000-2

Antofagasta Minerals S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

4,198

-

96.919.980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Sales of products

CLP

29,502

235,683

96.919.980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Billed services

CLP

-

15,391

77.051.330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Related to the controller

Sales of products

CLP

142,789

142,957

90.160.000-7

Cia. Sud Americana de Vapores S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

522

-

77.755.610-K

Comercial Patagona Ltda.

Chile

(1)

Joint venture subsidiary

Sales of products

CLP

738,270

1,573,306

77.755.610-K

Comercial Patagona Ltda.

Chile

(1)

Joint venture subsidiary

Rental of cranes

CLP

2,875

2,191

90.081.000-8

Compañía Chilena de Fósforos S.A.

Chile

(1)

Shareholders of subsidiary

Sales of products

CLP

5,651

2,978

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(1)

Shareholders of subsidiary

Advance purchase

CLP

1,054,917

1,055,714

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(1)

Shareholders of subsidiary

Sales of products

CLP

24,027

60,673

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(4)

Shareholders of subsidiary

Loan

U.F.

29,589

29,602

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(5)

Shareholders of subsidiary

Supply contract

U.F.

74,529

71,616

96.591.040-9

Empresas Carozzi S.A.

Chile

(1)

Related joint venture

Sales of products

CLP

301,882

-

92.011.000-2

Empresa Nacional de Energia ENEX S.A.

Chile

(1)

Related to the controller

Supply contract

CLP

2,136

-

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Sales of products

CLP

358,428

841,647

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Transport service

CLP

881,499

433,647

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(2)

Joint venture

Remittance send

CLP

-

6,108,351

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(2)

Joint venture

Interests

CLP

219,647

362,790

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Sales Service

CLP

118,292

128,430

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Shared service

CLP

182,822

238,980

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Collection service

CLP

49,646

-

96.847.140-6

Inmobiliaria Norte Verde S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

40

-

96.427.000-7

Inversiones y Rentas S.A.

Chile

(1)

Controller

Sales of products

CLP

12,664

9,330

96.536.010-7

Inversiones Consolidadas Limitadas

Chile

(1)

Related to the controller

Sales of products

CLP

1,409

-

76.029.109-9

Inversiones Chile Chico Ltda.

Chile

(1)

Related to the controller

Billing services

CLP

5,353

-

94.625.000-7

Inversiones Enex S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

203,349

-

99.525.700-9

Las Margaritas S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

47

-

91.021.000-9

Madeco S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

3,723

3,683

78.780.780-1

Operaciones y servicios Enex Ltda.

Chile

(1)

Related to the controller

Sales of products

CLP

90,323

-

76.028.758-K

Norgistics Chile S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

110

-

91.705.000-7

Quiñenco S.A.

Chile

(1)

Shareholder Controller

Sales of products

CLP

3,070

-

96.645.790-2

Socofin S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

10

-

76.178.803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller

Billing services

CLP

29,817

79,437

Total

 

 

 

 

 

 

4,788,930

11,619,118

Non Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(4)

Shareholders of subsidiary

Loan

U.F.

209,330

223,980

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(5)

Shareholders of subsidiary

Supply contract

U.F.

236,608

298,973

Total

 

 

 

 

 

 

445,938

522,953


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Accounts payable to related companies

Current:

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

0-E

Heineken Brouwerijen B.V.

Holanda

(3)

Related to the controller

License and technical asssintance

Euros

6,568,594

3,354,448

0-E

Heineken Brouwerijen B.V.

Holanda

(3)

Related to the controller

Purchase of products

Euros

307,118

1,009,856

0-E

Heineken Nederland Supply

Holanda

(3)

Related to the controller

License and technical asssintance

Euros

37,772

-

0-E

Heineken supply chain B.V.

Holanda

(3)

Related to the controller

Purchase of products

Euros

11,647

-

0-E

Amstel Brouwerijen B.V.

Holanda

(3)

Related to the controller

License and technical asssintance

Euros

246,334

121,854

0-E

Tabacos del Paraguay S.A.

Paraguay

(3)

Related to the controller

Marketing services

PYG

-

13,051

0-E

Nestle Waters Marketing & Distribution

Francia

(3)

Related to the controller

Purchase of products

Euros

21,861

-

0-E

Nestle Waters Management & Tecnology

Francia

(3)

Related to the controller

Purchase of products

Euros

12,191

-

0-E

Pespsi-cola manufacturi co.of uruguay SRL

Uruguay

(3)

Related to the controller

Purchase of products

USD

151,578

-

87.938.700-0

Agroproductos Bauza y Cía. Ltda.

Chile

(1)

Related joint venture

Purchase of products

CLP

-

31,199

99.540.870-8

Aguas de Antofagasta S.A.

Chile

(1)

Related to the controller

Water service

CLP

36,879

-

89.010.400-2

Alusa Chile S.A.

Chile

(1)

Related to the controller

Purchase of products

CLP

437,884

-

84.898.000-5

Alusa S.A.

Chile

(1)

Related to the controller

Purchase of products

CLP

-

73,233

78.105.460-7

Alimentos Nutrabien S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

212

314

97.004.000-5

Banco de Chile

Chile

(1)

Related to the controller

Billing services

CLP

2,431

4,504

76.115.132-0

Canal 13 S.P.A.

Chile

(1)

Related to the controller

Marketing services

CLP

21,100

170,091

96.919.980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

414,400

1,232,609

96.919.980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Royalty paid

CLP

-

45,687

77.051.330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Shareholders of subsidiary

Purchase of products

CLP

15,707

6,400

77.755.610-K

Comercial Patagona Ltda.

Chile

(1)

Joint venture subsidiary

Marketing services

CLP

24,694

22,810

90.160.000-7

Compañía Sud Americana de Vapores S.A.

Chile

(1)

Related to the controller

Transport service

CLP

-

2,928

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

63,212

158,744

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Discount of transport

CLP

-

11,883

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint venture

Consignation sales

CLP

2,015,613

2,801,544

78.259.420-6

Inversiones PFI Chile Ltda.

Chile

(1)

Shareholders of subsidiary

Purchase of products

CLP

1,195,665

1,116,372

96.798.520-1

Saam Extraportuarios S.A.

Chile

(1)

Related to the controller

Transport service

CLP

17

-

94.058.000-5

Servicios Aeroportuarios Aerosan S.A.

Chile

(1)

Related to the controller

Transport service

CLP

193

-

92.048.000-4

Sudamericana Agencias Aéreas y Maritimas S.A.

Chile

(1)

Related to the controller

Transport service

CLP

-

231

96.689.310-9

Transbank S.A.

Chile

(1)

Related to the controller

Commission

CLP

25,911

54

76.178.803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller

Collect of customers

CLP

-

37,185

92.236.000-6

Watt´s S.A.

Chile

(1)

Related joint venture

Purchase of products

CLP

13,205

67,315

Total

 

 

 

 

 

 

11,624,218

10,282,312


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Most significant transactions and effects on results:

The following are the most significant transactions with related entities that are not subsidiaries of the Company and their effect on the Consolidated Statement of Income:Financial Statements

Tax ID

Company

Country of origin

Relationship

Transaction

For the years ended as of December 31,

2015

2014

2013

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

0-E

Bebidas Bolivianas S.A.

Bolivia

Associated

Sales of products

209,292

79,531

-

-

-

-

0-E

Heineken Brouwerijen B.V.

Holanda

Related to the controller

Billing services

27,904

(27,904)

95,533

(95,533)

58,343

(58,343)

0-E

Heineken Brouwerijen B.V.

Holanda

Related to the controller

Purchase of products

71,107

-

295,899

-

225,145

-

0-E

Heineken Brouwerijen B.V.

Holanda

Related to the controller

Sales of products

-

-

208,932

79,394

244,804

93,026

0-E

Heineken Brouwerijen B.V.

Holanda

Related to the controller

License and technical asssintance

9,331,241

(9,331,241)

6,338,435

(6,338,435)

6,990,715

(6,990,715)

0-E

Heineken Italia Spa

Italia

Related to the controller

Purchase of products

-

-

-

-

40,025

-

0-E

Nestle Waters Argentina S.A.

Argentina

Shareholders of subsidiary

License and technical asssintance

-

-

-

-

1,350

(1,350)

0-E

Nestle Waters S.A.

Italia

Shareholders of subsidiary

Royalty paid

308,527

(308,527)

204,010

(204,010)

155,839

(155,839)

96.956.680-K

Alusa S.A.

Chile

Related to the controller

Purchase of products

2,665,007

-

1,562,351

-

1,427,550

-

97.004.000-5

Banco de Chile

Chile

Related to the controller

Transport service

452,384

(452,384)

356,432

(356,432)

72,005

(72,005)

97.004.000-5

Banco de Chile

Chile

Related to the controller

Sales of products

39,148

25,446

60,472

21,165

30,865

10,803

97.004.000-5

Banco de Chile

Chile

Related to the controller

Derivatives

105,973,453

1,708,487

2,595,060

(1,637)

9,358,500

3,158

97.004.000-5

Banco de Chile

Chile

Related to the controller

Investments

423,550,000

770,364

181,200,794

1,427,444

111,695,000

366,198

97.004.000-5

Banco de Chile

Chile

Related to the controller

Interests

316,411

(316,411)

387,547

(387,547)

258,196

(258,196)

97.004.000-5

Banco de Chile

Chile

Related to the controller

Leasing paid

123,316

(23,901)

224,872

(24,155)

140,033

(24,680)

96.571.220-8

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller

Investments

944,450,000

583,333

315,790,000

797,953

205,902,500

368,684

96.571.220-9

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller

Commissions

-

-

-

-

577,994

(577,994)

76.115.132-0

Canal 13 S.P.A.

Chile

Related to the controller

Marketing services

1,554,332

(405,349)

3,318,107

(1,196,948)

4,397,642

(2,078,401)

96.919.980-7

Cervecería Austral S.A.

Chile

Joint venture

Sales of products

36,560

23,764

315,650

126,260

293,194

117,278

96.919.980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty paid

425,164

(425,164)

389,655

(389,655)

340,706

(340,706)

96.919.980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty charged

-

-

30,694

30,694

47,265

47,265

96.919.980-7

Cervecería Austral S.A.

Chile

Joint venture

Purchase of products

4,776,140

-

3,525,715

-

2,703,252

-

96.919.980-7

Cervecería Austral S.A.

Chile

Joint venture

Billing services

425,165

425,165

231,038

231,038

205,076

205,076

77.051.330-8

Cervecería Kunstmann Ltda.

Chile

Shareholders of subsidiary

Sales of products

405,652

324,522

317,990

254,392

265,054

212,043

77.051.330-8

Cervecería Kunstmann Ltda.

Chile

Shareholders of subsidiary

Billing services

77,166

77,166

23,335

23,335

174,871

174,871

77.755.610-K

Comercial Patagona Ltda.

Chile

Joint venture subsidiary

Marketing services

279,401

(279,401)

225,128

(225,128)

208,191

(208,191)

77.755.610-K

Comercial Patagona Ltda.

Chile

Joint venture subsidiary

Sales of products

2,679,985

1,098,794

1,410,939

578,485

1,998,700

819,468

79.985.340-K

Cervecera Valdivia S.A.

Chile

Shareholders of subsidiary

Dividends paid

489,942

-

511,172

-

523,063

-

76.029.691-0

Comarca S.A.

Chile

Related subsidiary

Access fee

-

-

-

-

1,313,475

-

90.081.000-8

Compañía Chilena de Fósforo S.A.

Chile

Shareholders of subsidiary

Dividends paid

4,055,034

-

1,637,775

-

1,134,431

-

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Loan

29,589

5,827

27,681

7,975

26,200

8,092

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Supply contract

74,529

8,487

71,616

11,411

67,784

12,456

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Purchase of grape

6,226,156

-

5,027,758

-

8,251,401

-

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Dividends paid

791,836

-

617,964

-

774,087

-

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Billing services

181,437

181,437

-

-

-

-

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Shareholders of subsidiary

Sales of products

8,071

6,457

-

-

-

-

89.602.300-4

Csav Austral Spa

Chile

Related to the controller

Transport service

122,991

(122,991)

81,743

(81,743)

-

-

76.173.468-7

Fondo de Inversión Privado Mallorca

Chile

Related subsidiary

Remaining amount of shares

-

-

-

-

1,529,715

-

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Interests

287,243

287,243

363,945

363,945

334,899

334,899

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Remittance send

27,189,651

-

31,144,541

-

22,938,115

-

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Remittances received

33,298,001

-

31,367,766

-

24,353,351

-

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Billing services

7,633,582

7,633,582

6,990,442

6,990,442

4,901,800

4,901,800

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Purchase of products

30,209

-

430,381

(430,381)

345,267

(345,267)

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Consignation sales

24,067,498

-

23,303,360

-

13,523,940

-

99.542.980-2

Foods Compañía de Alimentos CCU S.A.

Chile

Joint venture

Sales of products

13,540

6,223

15,097

9,511

16,926

12,981

76.173.468-7

Fondo de Inversión Privado Mallorca

Chile

Shareholders of subsidiary

Billing services

-

-

17,172

-

60,053

-

92.011.000-2

Empresa Nacional de Energia Enex S.A.

Chile

Related to the controller

Billing services

170,878

(170,878)

-

-

-

-

76.313.970-0

Inversiones Irsa LTDA.

Chile

Controller

Billing services

4,089,832

-

-

-

-

-

78.259.420-6

Inversiones PFI Chile Ltda.

Chile

Shareholders of subsidiary

Purchase of products

3,161,063

-

7,147,674

-

-

-

96.657.690-7

Inversiones Punta Brava S.A.

Chile

Related to the controller

Sales of products

1,587

1,270

-

-

-

-

96.427.000-7

Inversiones y Rentas S.A.

Chile

Controller

Billing services

31,777,378

-

32,701,972

-

35,285,513

-

96.427.000-7

Inversiones y Rentas S.A.

Chile

Controller

Office rental

11,006

11,006

10,539

10,539

10,174

10,174

90.703.000-8

Nestle Chile S.A.

Chile

Shareholders of subsidiary

Billing services

2,704,376

-

2,581,736

-

2,442,310

-

78.780.780-1

Operaciones y Servicios Enex LTDA.

Chile

Related to the controller

Sales of products

328,256

262,605

-

-

-

-

91.705.000-7

Quiñenco S.A.

Chile

Shareholder controller

Sales of products

14,509

11,607

-

-

-

-

79.903.790-4

Soc. Agrícola y Ganadera Río Negro Ltda.

Chile

Related to the controller

Purchase of products

-

-

-

-

162,772

-

96.689.310-9

Transbank S.A.

Chile

Related to the controller

Commission

45,756

(45,756)

26,585

(26,585)

-

-

76.178.803-5

Viña Tabalí S.A.

Chile

Related to the controller

Billing services

50,787

50,787

64,321

64,321

47,440

47,440

76.178.803-5

Viña Tabalí S.A.

Chile

Related to the controller

Sales of fixed assets

-

-

15,306

15,306

-

-

 

 

 

 

 

 

 

 

 

 

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Remuneration of the Management key employees

The Company is managed by a Board of Directors comprised of 9 members, each of whom is in office for a 3-year term and may be re-elected.

The Board was appointed at the Ordinary Shareholders´ Meeting held on April 10, 2013, being elected Messrs. Andrónico Luksic Craig, Pablo Granifo Lavín, Carlos Molina Solís, John Nicolson, Manuel José Noguera Eyzaguirre, Philippe Pasquet, Francisco Pérez Mackenna, Jorge Luis Ramos Santos and Vittorio Corbo Lioi, who is independent, according to article 50 bis of Law Nº18,046. The Chairman and the Vice Chairman, as well as the members of the Audit Committee were appointed at the Board of Directors´ meeting held on April 10, 2013. At the same meeting, and according to article 50 bis of Law N° 18,046, the independent Director Mr. Vittorio Corbo Lioi appointed the other members of the Directors Committee, which is composed of Directors Messrs. Pérez, Pasquet and Corbo. Additionally, Messrs. Corbo and Pasquet were appointed as members of the Audit Committee, both meeting the independence criteria under the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange Rules (the “SoX Regulation”). The Board of Directors also resolved that Directors Messrs. Pérez and Ramos shall participate in the Audit Committee´s meetings as observers.

Due to the resignation of Mr. Manuel José Noguera Eyzaguirre and Philippe Pasquet to their position as director of the Company, both effective as of June 30, 2015, at the Board of Directors Meeting held on July 7, 2015, Messrs. Didier Debrosse and Rodrigo Hinzpeter Kirberg were appointed as Directors, until the next Ordinary Shareholders´ Meeting, as permitted by Article 32 of Law N°18,046.

Furthermore, at that same Board meeting, the independent Director Mr. Vittorio Corbo Lioi appointed Director Mr. Jorge Luis Ramos Santos as a member of the Directors Committee, in place of Mr. Philippe Pasquet, as required by art. 50 bis of Law N°18,046 and Regulation N°1956 of 2009 of the Superintendencia de Valores y Seguros (“SVS”). Therefore the Directors Committee is currently composed by Messrs. Vittorio Corbo Lioi, Francisco Pérez and Jorge Luis Ramos Santos.

Director Jorge Luis Ramos Santos was appointed at the June 7, 2015 Board of Directors´ meeting, as a member of the Audit Committee, in place of  Mr. Pasquet. Also at the same meeting, Director Carlos Molina Solis was appointed as an observer of the Audit Committee. Therefore, the Audit Committee is currently composed by the Directors. Vittorio Corbo Lioi and Jorge Luis Ramos Santos, who met the independence requirements as set out in the SOX Regulation, and Directors. Francisco Pérez Mackenna and Carlos Molina Solis participate in the Audit Committee’s meetings on an observer status.

As agreed to at the Ordinary Shareholders´ Meeting held on April 15, 2015, the Directors’ remuneration for their attendance at each meeting was fixed in UF 100 per Director, and UF 200 for the Chairman, plus an amount equivalent to 3% of the distributed dividends, for the whole Board, at a rate of one-ninth for each Director and in proportion to the time each one served as such during the year 2015. If the distributed dividends exceed 50% of the net profits, the Board of Directors’ variable remuneration shall be calculated over a maximum 50% of such profits.

Those Directors that are members of the Directors Committee receive a remuneration of UF 34 for each meeting they attend, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a Director is entitled to, pursuant to article 50 bis of Law Nº 18,046 and Regulation N° 1956 of the SVS. Directors that are members of the Audit Committee receive a monthly remuneration of UF 25.

According to the above, as ofDecember 31, 2015, the Directors received ThCh$ 2,657,132 (ThCh$ 2,746,921 in 2014 and ThCh$ 2,461,403 in 2013) in per diems and shares. In addition, ThCh$ 141,283 (ThCh$ 117,342 in 2014 and ThCh$ 109,981 in 2013) were paid in compensation for gains sharing to the main executives of the Parent Company.2018


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The following is the total remuneration received by the top officers of the Parent Company during the years ended as ofDecember 31, 2015 and 2014:

 

For the years ended as of December 31,

2015

2014

ThCh$

ThCh$

Salaries

6,441,196

5,212,395

Employees’ short-term benefits

1,897,823

2,620,769

Employments termination benefits

331,022

3,107,575

Total

8,670,041

10,940,739

The Company grants annual discretionary and variable bonuses to the top officers, which are not subject to an agreement and are decided on the basis of the compliance with individual and corporate goals and depending on the year results.

Note 17Inventories

The inventory balances were as follows:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Finished products

50,873,881

56,873,874

In process products

1,828,386

1,568,879

Raw material

113,716,967

103,535,487

In transit raw material

3,707,440

553,972

Materials and products

5,926,122

7,602,904

Realizable net value estimate and obsolescence

(1,825,381)

(2,589,518)

Total

174,227,415

167,545,598

The Company wrote off a total of ThCh$ 2,057,246, ThCh$ 1,033,337 and ThCh$ 1,495,381 relating to inventory shrinkage and obsolescence for the year endedDecember 31, 2015, 2014 and 2013, respectively.

Additionally, an estimate for obsolescence inventories include amounts related to low turnover, technical obsolescence and product recalls from the market.

Movement of Realizable net value and obsolescence estimate is as follows:

 

As of December 31, 2015

As of December 31, 2014

 

 

ThCh$

ThCh$

Initial balance

(2,589,518)

(1,286,695)

Inventories write-down estimation

(1,469,233)

(2,682,310)

Inventories recognised as an expense

2,057,704

1,369,096

Business combination effect

175,666

10,391

Total

(1,825,381)

(2,589,518)

As ofDecember 31, 2015 and 2014, the Company does not have any inventory pledged as guarantee against financial obligations.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 18Biological current assets

The Company recorded under Biological current assets the agricultural activities (grapes) derived from production of plantations that will be destined to be an input to the following process of the wine production.

The costs associated to the agricultural activities (grapes) are accumulated to the harvest date.

The valuation of Biological current assets is described inNote 2.10.

The movement of Biological current assets were

Assets held for sale are detailed as follows:

 

Total

ThCh$

As of January 1, 2014

Historic cost

6,130,652

Book Value

6,130,652

As of December 31, 2014

Additions

16,886,294

Decreases due to the harvest

(15,383,355)

Book Value

7,633,591

As of December 31, 2014

Historic cost

7,633,591

Book Value

7,633,591

As of December 31, 2015

Additions

18,192,939

Decreases due to the harvest

(18,193,190)

Book Value

7,633,340

As of December 31, 2015

Historic cost

7,633,340

Book Value

7,633,340


Non-current assets of disposal groups classified as held for sale

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Land

1,894,078

1,786,879

Contructions

718,203

473,975

Machinerys

168,326

44,857

Total

2,780,607

2,305,711

Note 15Business Combinations

a)  Bebidas Bolivianas BBO S.A.

     On May 7, 2014, the Company acquired 34% of the stock rights of Bebidas Bolivianas BBO S.A. a Bolivian closed stock company that produces soft drinks and beers in three factories located in the cities of Santa Cruz de la Sierra and Nuestra Señora de la Paz.The amount of this transaction wasUS$ 24.303.000, equivalents toThCh$ 13,776,885. On December 9, 2015, the Company paid an increased of capital for an amount of US$ 2,720,000, equivalents to ThCh$ 1,921,245. On June 8, 2016 and November 17, 2016, the Company paid an increased of capital for an amount of US$ 2,221,696, equivalents to ThCh$ 1,510,420 and US$ 1,019,970, equivalents to ThCh$ 663,951, respectively. This transaction did not change the percentage of participation because both partners concurred with the same capital contributions.

      Subsequently, on August 9, 2018, the Company acquired an additional 17% of the shares of BBOfor an amount of US$ 8,500,000, equivalents to ThCh$ 5,457,935, remaining with a 51% stake in BBO. 

The Company has determinated the fair values of assets and liabilities for this business combination (seeNote 1 – General information, letter D).

On September 20, 2018, the Company paid committed capital of US$ 1,530,029 (equivalent to ThCh$ 1,044,688) in BBO, since that both partners concurred with the same capital contributions, the percentages of participation were maintained.

b)  Cervecera Guayacán SpA.

On August 31, 2018, the subsidiary Cervecería Kunstmann S.A. (CK) acquired an additional 30.0004% of the stock rights of Cervecera Guayacán SpA., for an amount of ThCh$ 361,560, equivalent to 39,232 shares and the subscription and payment of ThCh$ 470,711, equivalent to 49,038 shares. As a consequence above mentioned CKhas the 50.0004% stake in Cervecera Guayacán SpA.

The Company has determinated the fair values of assets and liabilities for this business combination (seeNote 1 – General information, letter D).

c)  Sajonia Brewing Company S.R.L.

On March 31, 2016, subsidiary Bebidas del Paraguay S.A. acquired 51% of the stock rights of Sajona Brewing Company S.R.L (Paraguayan company). The purpose of this company is the production and marketing of Sajonia brand beer. The amount of this transaction was ThCh$ 641,489 (equivalents to US$ 1,000,000).

The Company has determinated the fair values of assets and liabilities for this business combination (seeNote 1 – General information, letter D).

It is expected that the acquisition of this company allows transforming the brand into a reference in the segment of craft beer, increasing its productive capability and distribution network, forming part of the brands portfolio of BBO and BdP. According with the above mentioned, BdP begins to participate in the production of beer, with its own brand and with great growth prospects.

F-80


 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Compañía Cervecerías Unidas S.A. and subsidiaries

Note 19 

Notes to the Consolidated Financial Statements

December 31, 2018

As of December 31, 2018, the Company has no other business combinations.

Note 16 Investments accounted for using equity method Other non-financial assets

 

The Company maintained the following other non-financial assets:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Insurance paid

3,512,317

2,841,121

Advertising

7,474,579

7,885,301

Advances to suppliers

7,438,102

9,098,153

Guarantees paid

328,242

318,105

Consumables

526,645

453,548

Dividends receivable

150,343

36,044

Recoverable taxes (1)

1,303,925

1,610,979

Stock rights (2)

21,846,500

-

Other

2,141,174

2,144,091

Total

44,721,827

24,387,342

Current

17,654,373

18,558,445

Non current

27,067,454

5,828,897

Total

44,721,827

24,387,342

(1) Correspond to a minimum presumed income tax and an exporter credit of the subsidiaries in Argentine.

(2)See Note 1.

Note 20Investments accounted for by the equity method

Joint ventures and Associates

 

As ofDecemberofDecember 31, 20152018 and 2014,2017, the Company recorded investments qualifying as joint venture and associates.

 

The share value of the investments in joint ventures and associates isare detailed as follows:

 

 

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

Cervecería Austral S.A. (1)

5,043,071

4,957,494

Foods Compañía de Alimentos CCU S.A. (2)

11,582,085

12,837,774

Bebidas Bolivianas S.A. (3)

14,276,937

12,757,874

Central Cervecera de Colombia S.A.S. (4)

18,718,832

1,445,478

Other companies

374,338

-

Total

49,995,263

31,998,620

 

Percentage of participation

As of December 31, 2018

As of December 31, 2017

%

ThCh$

ThCh$

Cervecería Austral S.A.

50,00

7,327,949

6,126,384

Foods Compañía de Alimentos CCU S.A.

50,00

12,012,276

5,792,242

Central Cervecera de Colombia S.A.S.

50,00

40,681,482

50,374,322

Zona Franca Central Cervecera S.A.S.

50,00

80,766,534

20,696,077

Total joint ventures

 

140,788,241

82,989,025

Bebidas Bolivianas BBO S.A. (1)

34,00

-

14,641,870

Other companies (2)

 

1,229,540

1,639,385

Total associates

 

1,229,540

16,281,255

Total

 

142,017,781

99,270,280

(1)SeeNote 15 – Business combinations, letter a).

(2)SeeNote 15 – Business combinations, letter b).

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The above mentioned values include the goodwill generated throughin the acquisition of the following joint ventures,venture and associate, which are presented net of any impairment loss:

 

As of December 31, 2015

As of December 31, 2014

 

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

ThCh$

Cervecería Austral S.A.

1,894,770

1,894,770

 

1,894,770

1,894,770

Bebidas Bolivianas S.A.

9,581,614

8,186,271

Bebidas Bolivianas BBO S.A. (1)

 

-

8,294,324

Total

11,476,384

10,081,041

 

1,894,770

10,189,094

(1)SeeNote 15 – Business combinations, letter a).

F-81


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

The resultsresult accrued in joint ventures and associates are detailed as follows:

 

For the years ended as of December 31,

For the years ended as of December 31,

2015

2014

2013

2018

2017

2016

ThCh$

ThCh$

ThCh$

ThCh$

Cervecería Austral S.A.

247,180

157,836

221,662

1,638,811

952,235

754,326

Foods Compañía de Alimentos CCU S.A.

(1,251,392)

(16,476)

87,100

792,376

165,905

(519,536)

Bebidas Bolivianas S.A.

(1,557,886)

(1,039,967)

-

Central Cervecera de Colombia S.A.S.

(2,668,179)

-

-

(11,804,950)

(8,646,651)

(3,969,699)

Other companies

2,142

-

-

Zona Franca Central Cervecera S.A.S.

(391,465)

87,583

-

Total joint ventures

(9,765,228)

(7,440,928)

(3,734,909)

Bebidas Bolivianas BBO S.A. (1)

(921,812)

(1,459,916)

(1,805,548)

Other companies (2)

(128,480)

(13,253)

(20,065)

Total associates

(1,050,292)

(1,473,169)

(1,825,613)

Total

(5,228,135)

(898,607)

308,762

(10,815,520)

(8,914,097)

(5,560,522)

(1)SeeNote 15 – Business combinations, letter a).

(2)SeeNote 15 – Business combinations, letter b).


 

Changes in investments in joint ventures and associates during such periods are detailed as follows:

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Balance at the beginning of year

31,998,620

17,563,028

99,270,280

64,404,946

Business combination effect

23,387,006

15,222,363

Participation in the joint ventures and associates (losses)

(5,228,135)

(898,607)

Other payments to acquire interests in joint ventures

59,505,559

49,312,890

Cash flows used to purchase non-controlling interests

-

1,149,689

Participation in the joint ventures and associates (loss)

(10,815,520)

(8,914,097)

Dividends received

(150,343)

(39,096)

(423,994)

(353,150)

Other changes

(11,885)

150,932

Business combinations (1)

(14,144,241)

-

Others

8,625,697

(6,329,998)

Total

49,995,263

31,998,620

142,017,781

99,270,280

Following are the significant matters regarding the investments accounted by the equity method:(1)SeeNote 15 – Business combinations, letter a) and b).

 

Significant matters regarding investments accounted for using the equity method are detailed as follows:

(1) Cervecería Austral S.A.

 

A closed stock company that operates as a beer manufacturing facility in the southern end of Chile, beingwhich is the southernmost brewery in the world.

 

(2)Foods Compañía de Alimentos CCU S.A.S.A. (Foods),

 

A closed stock company devoted to the production and marketing of food products such as like cookies and other baked goods, caramels, candy and cereal, among others.

On November 26, 2015, Foods, signed an agreement of sale with Empresas Carozzi S.A., under which the first sold to the second machinery, equipment and brands related to products marketed under the brands Natur and Calaf. The amount of this transaction was ThCh$ 14,931,000 and CCU recognized a net loss after taxes for an amount of ThCh$ 1,034,638, corresponding to their participation.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

(3) Bebidas Bolivianas S.A.

On May 7, 2014, the Company acquired 34% of the stock rights of Bebidas Bolivianas S.A. a Bolivian andis a closed stock company that produces soft drinksparticipated in the business of snacks and beersfoods in three plants located in Santa Cruz de la SierraChile. At the end of 2015, Foods sold the Calaf and Nuestra Señora de la Paz cities.The amountNatur brands to Empresas Carozzi S.A. In addition Foods was the main shareholder of this transaction was ThCh$ 13,776,885.Alimentos Nutrabien S.A. and owned the Nutra Bien brand. On December 9, 2015,17, 2018, Foods and subsidiary CCU Inversiones S.A. sold 100% of the Company paid an increasedshares of capital for an amount of USD 2,720,000 (equivalentsAlimentos Nutrabien S.A. to ThCh$ 1,921,244).Ideal S.A.

 

(4)(3) Central Cervecera de Colombia S.A.S. and Zona Franca Central Cervecera S.A.S.

 

On November 10, 2014, CCU, directly and through its subsidiaries CCU Inversiones II Limitada, and Grupo Postobón have established a joint arrangements through a company named Central Cervecera de Colombia S.A.S. (the "Company"), in which CCU and Grupo Postobón participate as equal shareholders. The purpose of this Company is the beer and non-alcoholic drinks production, marketing and distribution based on malt.malt (Products).

Subsequently, on August 16, 2017, CCU, through its subsidiary CCU Inversiones ll Limitada, acquired 50% of the shares of of a company incorporated in Colombia called Zona Franca Central Cervecera S.A.S. (ZF CC), which relates to a jointagreements and that qualifies as a joint operations, in which CCU and Grupo Postobon participate as equal shareholders. The Parties will invest in the Company an approximate amount of this transaction was US$ 400,000,000, following a gradual investment plan conditioned10,204, equivalents to ThCh$ 6,432. The purpose of ZF CC is acting exclusively as industrial user of one or more free zones, providing tolling services to CCC, and this latter company will produce, market and distribute Products.

F-82


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

For the fulfillment of certain milestones. At the date of issuance of these consolidated financial statements CCU Inversiones II Limitada paid US$ 33,901,562.11 (US$ 2,411,019.21 in 2014). The partnershippurposes above, previous associations involves the construction of a beer production plant, with anan annual total capacity of 3,000,000 hectoliters.

 

The summarized financial informationParties will also invest in CCC and ZF CC an approximate amount of these companies as ofDecember 31, 2015 and 2014, appearsUS$ 200,000,000 in detail inNote 7.equal parts, following a gradual investment plan agreed by the parties.

 

As of December 31, 2018 and 2017, the total amount contributed to CCC and ZF CC was US$ 236,857,949 (equivalents to ThCh$ 153,149,320) and US$ 144,740,179 (equivalents to ThCh$ 93,643,761).

The Company does not have any contingent liabilities related to joint ventures and associates as ofDecember 31, 2015.2018.

 

The figures for each entityAs of December 31, 2018, 2017 and 2016, the significant items of the financial statements of 100% of each in summary formjoint ventures and associates are summarized as follows:

 

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2013

Joint Ventures

Associated

Joint Ventures

Associated

Joint Ventures

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Net sales

59,187,508

18,310,272

46,399,652

8,470,716

31,261,730

Operating result

(6,796,020)

(4,039,249)

212,503

(2,882,721)

238,819

Net income for year

(6,803,143)

(4,573,734)

(392,427)

(2,920,431)

620,549

Depreciation and amortization

(1,998,935)

(534,485)

(1,936,455)

1,091,414

(1,416,740)

Current assets

57,908,034

9,326,003

15,625,609

6,987,602

13,610,219

Non-current assets

29,453,402

31,393,842

39,076,178

17,664,655

32,411,942

Current liabilities

6,233,586

6,086,146

17,550,702

4,467,768

13,385,478

Non-current liabilities

3,720,129

9,494,421

2,725,097

5,244,421

1,285,096

 

 

 

 

 

 

 

Joint ventures

Joint ventures

Associates

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

ThCh$

Assets and Liabilities

 

 

 

Current assets

206,761,242

49,960,930

5,540,894

Non-current assets

246,997,507

150,837,264

26,609,731

Current liabilities

172,143,127

35,339,239

4,444,262

Non-current liabilities

2,893,856

1,994,220

9,037,112

 

 

 

 

 

Joint ventures

Joint ventures

Associates

Joint ventures

Associates

 

For the years ended as of December 31,

 

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Income Statement (Summarized)

 

 

 

 

 

Net sales

70,296,729

57,417,288

19,760,918

63,926,397

19,733,853

Operating result

(21,173,985)

(18,606,383)

(4,086,973)

(11,913,526)

(4,159,093)

Net income for year

(19,886,274)

(14,352,788)

(4,462,733)

(7,287,727)

(4,712,596)

Other comprehensive income

(24,720,721)

(27,052,015)

(5,761,515)

(3,451,487)

(7,965,214)

Depreciation and amortization

(2,656,715)

(2,618,567)

(2,818,923)

(2,104,820)

(2,698,849)

 

 

 

 

 

 

 

 

F-83



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 2117 Intangible assets other thanthan goodwill

 

The intangible assets movement during the years ended as of December 31, 2014 and 2015 wasare detailed as follows:

 

Trademarks

Software programs

Water rights

Distribution rights

Total

Trademarks

Software programs

Water rights

Distribution rights

Total

ThCh$

ThCh$

As of January 1, 2014

 

As of January 1, 2017

 

 

Historic cost

56,088,048

19,199,598

925,356

1,024,457

77,237,459

65,160,928

28,364,765

2,091,059

763,017

96,379,769

Accumulated amortization

-

(12,639,953)

-

(563,575)

(13,203,528)

-

(18,072,174)

-

(373,440)

(18,445,614)

Book Value

56,088,048

6,559,645

925,356

460,882

64,033,931

65,160,928

10,292,591

2,091,059

389,577

77,934,155

 

 

As of December 31, 2014

 

As of December 31, 2017

 

 

Additions

-

2,292,555

988,783

21,933

3,303,271

-

3,498,499

158,968

-

3,657,467

Additions by business combination (1)

3,658,167

-

568,666

4,226,833

Amortization of the year

-

(1,718,514)

-

(45,718)

(1,764,232)

Effect of conversion amortization

-

79,405

-

7,512

86,917

Divestitures (cost)

(226)

(103,675)

-

(103,901)

Divestitures (amortization)

-

103,675

-

103,675

Amortization of year

-

(2,873,115)

-

(173,294)

(3,046,409)

Conversion effect

(1,025,947)

(141,556)

-

(62,322)

(1,229,825)

(1,355,703)

(260,268)

-

(103,287)

(1,719,258)

Effect of conversion (amortization)

-

167,026

-

39,725

206,751

Changes

(1,355,929)

532,142

158,968

(236,856)

(901,675)

Book Value

58,720,268

7,071,535

1,914,139

950,953

68,656,895

63,804,999

10,824,733

2,250,027

152,721

77,032,480

 

 

As of December 31, 2014

 

As of December 31, 2017

 

 

Historic cost

58,720,268

21,353,252

1,914,139

1,046,487

83,034,146

63,804,999

31,499,321

2,250,027

659,730

98,214,077

Accumulated amortization

-

(14,281,717)

-

(95,534)

(14,377,251)

-

(20,674,588)

-

(507,009)

(21,181,597)

Book Value

58,720,268

7,071,535

1,914,139

950,953

68,656,895

63,804,999

10,824,733

2,250,027

152,721

77,032,480

 

 

As of December 31, 2015

 

Additions

-

3,160,435

-

104,739

3,265,174

Transfers (2)

(3,266,332)

-

(3,266,332)

Divestitures (amortization)

-

3,748

-

3,748

As of December 31, 2018

 

 

Additions (1)

16,647,981

3,431,842

784,900

-

20,864,723

Additions for business combinations (cost) (2)

7,168,245

67,119

-

7,235,364

Divestitures (cost)

-

(3,748)

-

(3,748)

-

(92,415)

-

(92,415)

Amortization of the year

-

(1,814,784)

-

(126,877)

(1,941,661)

Effect of conversion amortization

-

164,652

-

22,210

186,862

Amortization of year

-

(2,999,205)

-

(39,751)

(3,038,956)

Conversion effect

(2,235,479)

(297,814)

-

(247,219)

(2,780,512)

(1,251,533)

(164,197)

-

(44,251)

(1,459,981)

Effect of conversion (amortization)

-

(212,119)

-

(23,841)

(235,960)

Others increase (decreased) (3)

18,117,445

323,268

-

218,174

18,658,887

Changes

40,682,138

446,708

692,485

110,331

41,931,662

Book Value

53,218,457

8,284,024

1,914,139

703,806

64,120,426

104,487,137

11,271,441

2,942,512

263,052

118,964,142

 

 

As of December 31, 2015

 

As of December 31, 2018

 

 

Historic cost

53,218,457

24,212,125

1,914,139

904,006

80,248,727

104,487,137

35,157,353

2,942,512

833,653

143,420,655

Accumulated amortization

-

(15,928,101)

-

(200,200)

(16,128,301)

-

(23,885,912)

-

(570,601)

(24,456,513)

Book Value

53,218,457

8,284,024

1,914,139

703,806

64,120,426

104,487,137

11,271,441

2,942,512

263,052

118,964,142

(1) SeeCorresponds mainly to the brands mentioned inNote 81 General information, letter C)Business Combinations.

(2) SeeNote 2515AssetsBusiness combinations.

(3) Corresponds to the financial effect of disposal group held for salethe application IAS 29 "Financial reporting in hyperinflationary economies”. SeeNote 4 - Accounting changes, letter b).

 

There are no restrictionrestrictions or any pledge againstpledges on intangible assets.

 

 

F-84



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

The detail of the Trademarks appears below:cash generating unit associates to thetrademarks are detailed as follows:

 

Segment

Cash Generating Unit

As of December 31, 2015

As of December 31, 2014

Cash Generating Unit

As of December 31, 2018

As of December 31, 2017

(CGU)

ThCh$

(CGU)

ThCh$

Chile

Embotelladoras Chilenas Unidas S.A.

19,280,007

19,280,007

Embotelladoras Chilenas Unidas S.A.

31,659,575

31,476,163

Manantial S.A.                                                

1,166,000

1,166,000

Compañía Pisquera de Chile S.A.

1,363,782

4,630,114

Compañía Pisquera de Chile S.A.

1,363,782

1,363,782

Compañía Cerveceria Kunstmann S.A.

286,518

286,518

Cervecería Kunstmann S.A. (3)

1,091,223

286,518

Sub-Total

20,930,307

24,196,639

Sub-Total

35,280,580

34,292,463

International Business

CCU Argentina S.A. and subsidiaries

6,171,061

8,040,335

CCU Argentina S.A. and subsidiaries (1)

36,807,884

3,735,289

Marzurel S.A., Coralina S.A. and Milotur S.A.

2,932,762

3,079,360

Marzurel S.A., Coralina S.A. and Milotur S.A.

2,651,576

2,639,301

Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

3,440,608

3,658,167

Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

3,558,832

3,356,895

Sub-Total

12,544,431

14,777,862

Bebidas Bolivianas BBO S.A. (2)

6,363,540

-

Sub-Total

49,381,832

9,731,485

Wines

Viña San Pedro Tarapacá S.A.

19,743,719

19,745,767

Viña San Pedro Tarapacá S.A.

19,824,725

19,781,051

Sub-Total

19,743,719

19,745,767

Sub-Total

19,824,725

19,781,051

Total

 

53,218,457

58,720,268

 

104,487,137

63,804,999

(1)SeeNote 1 – General Information, letter C).

(2)SeeNote 15 – Business combinations, letter a).

(3)SeeNote 15 – Business combinations, letter b).

 

Management has not identifiedfound any evidence of impairment of intangible assets. Respect to trademarksThe same methodology described inNote 18 - Goodwill, has been used fortrademarks with indefinite useful life, used the same methodology which is designated inNote 22.lives.

 

F-85

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 2218 Goodwill

 

The goodwill movements during the years ended as of December 31, 2015 and 2014 wasis detailed as follows:

 

 

Goodwill

 

ThCh$

As of January 1, 20142017

 

Historic cost

81,872,84796,926,551

Book Value

81,872,84796,926,551

As of December 31, 2014

 

Additions through business combination (1)As of December 31, 2017

5,566,003

Conversion effect

(658,947)(2,309,077)

Changes

(2,309,077)

Book Value

86,779,90394,617,474

As of December 31, 20142017

 

Historic cost

86,779,90394,617,474

Book Value

86,779,90394,617,474

As of December 31, 2015

 

TransfersAs of December 31, 2018

Additions for business combinations (1)

10,832,577

Other increases (decreases) (2)

(2,856,245)21,881,066

Conversion effect

(623,085)(4,286,216)

Changes

28,427,427

Book Value

83,300,573123,044,901

As of December 31, 20152018

 

Historic cost

83,300,573123,044,901

Book Value

83,300,573123,044,901

(1) SeeNote 15 – Business combinations.

(2) Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies”. SeeNote 4 - Accounting changes, letter b).

F-86


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

(1) SeeNote 8 –Business Combinations

(2) SeeNote 25 – Assets of disposal group held for sale

There are no restrictions or pledges against on goodwill.

Goodwill fromon investments acquired in business combinations is assigned as of the acquisition date to the Cash Generating Units (CGU), or group of CGUs that it is expected will benefit from the business combination synergies. The book valuecarrying amount of the goodwill of the investments assigned to the CGUs insidewithin the CompanyCompany’s segments are:is detailed as follows:

 

Segment

Cash Generating Unit

As of December 31, 2015

As of December 31, 2014

Cash Generating Unit

As of December 31, 2018

As of December 31, 2017

(CGU)

ThCh$

(CGU)

ThCh$

Chile

Embotelladoras Chilenas Unidas S.A.

9,083,766

9,083,766

Embotelladoras Chilenas Unidas S.A.

25,257,686

25,257,686

Manantial S.A.                                                

8,879,245

8,879,245

Manantial S.A.

8,879,245

8,879,245

Compañía Pisquera de Chile S.A.                                                

9,808,550

9,808,550

Compañía Pisquera de Chile S.A.

9,808,550

12,664,795

Los Huemules S.R.L.                                            

8,679

47,443

Los Huemules S.R.L.

47,443

47,443

Cervecería Kunstmann S.A. (1)

456,007

-

Sub-Total

27,819,004

30,675,249

Sub-Total

44,410,167

43,992,924

International Business

CCU Argentina S.A. and subsidiaries

8,864,697

11,557,934

CCU Argentina S.A. and subsidiaries

24,863,266

5,355,254

Marzurel S.A., Coralina S.A. and Milotur S.A.

7,701,975

6,580,451

Marzurel S.A., Coralina S.A. and Milotur S.A.

4,839,916

6,956,760

Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

6,514,631

5,566,003

Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

5,236,732

5,896,392

Sub-Total

23,081,303

23,704,388

Bebidas Bolivianas BBO S.A. (2)

11,278,676

-

Sub-Total

46,218,590

18,208,406

Wines

Viña San Pedro Tarapacá S.A.

32,400,266

32,400,266

Viña San Pedro Tarapacá S.A.

32,416,144

32,416,144

Sub-Total

32,400,266

32,400,266

Sub-Total

32,416,144

Total

 

83,300,573

86,779,903

 

123,044,901

94,617,474

(1)SeeNote 15 – Business combinations, letter b).

(2)SeeNote 15 – Business combinations, letter a).

 

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Goodwill assigned to the CGU is submittedsubject to impairment tests annually or with a higher frequency in case there are indications that any of the CGU could experience impairment. The recoverable amount of each CGU is determined as the higher of value in use or fair value less costs to sell. To determine the value in use, the Company has used cash flow projections over a 5-year span, based on the budgets and projections reviewed by the Management for the same term and with an average grown-rate of 3%. The rates used to discount the projected cash flows reflect the market assessment of the specific risks related to the corresponding CGU. The pre-tax discount rates used range from a 9.6%8.99% to 13.3%13.28%. Given the materiality of the amounts involved, it was not considered relevant to describe additional information in this Note. A reasonable change in assumptions would not result in an impairment to goodwill.

 

As December 31, 2015, the2018, the Company has not identified any evidence of impairment of goodwill.goodwill.

 

F-87

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 2319Property, plant and equipment

 

The movement of Property, plant and equipment ismovements are detailed as follows:

 

 Land, buildings and contruction

 Machinery and equipment

 Bottles and containers

 Other Equipment

 Assets under contruction and vines under formation

 Furniture, accesories and vehicles

Assets under finance lease

Under production vines                

 Total

 Land, buildings and contruction

 Machinery and equipment

 Bottles and containers

 Other Equipment

 Assets under contruction

 Furniture, accesories and vehicles

 Assets under finance lease

 Under production vines

 Total

ThCh$

 ThCh$

ThCh$

 ThCh$

 ThCh$

As of January 1, 2014

 

 

As of January 1, 2017

 

 

 

Historic cost

453,487,502

349,828,341

161,171,871

97,514,125

89,374,472

46,791,929

16,605,170

28,664,297

1,243,437,707

584,830,357

453,735,402

196,174,306

129,190,151

114,775,040

70,251,593

13,926,785

29,436,746

1,592,320,380

Accumulated depreciation

(123,108,099)

(218,430,772)

(85,972,361)

(68,502,303)

-

(33,715,569)

(2,240,127)

(12,812,047)

(544,781,278)

(162,399,793)

(259,578,488)

(115,697,641)

(86,460,883)

-

(48,764,711)

(1,351,211)

(13,962,931)

(688,215,658)

Book Value

330,379,403

131,397,569

75,199,510

29,011,822

89,374,472

13,076,360

14,365,043

15,852,250

698,656,429

422,430,564

194,156,914

80,476,665

42,729,268

114,775,040

21,486,882

12,575,574

15,473,815

904,104,722

 

 

 

As of December 31, 2014

 

 

Additions

-

212,498,423

-

212,498,423

Additions of historic cost by business combintation

10,427,012

12,835,099

-

3,418,895

36,673

1,183,127

-

27,900,806

Additions of acumulated depreciation by business combination

(1,389,726)

(7,479,822)

-

(1,432,178)

-

(976,481)

-

(11,278,207)

Transfers

100,881,784

36,903,635

31,891,992

16,780,869

(198,536,632)

10,054,122

214,720

1,809,510

-

Conversion effect historic cost

(3,282,317)

(4,921,609)

(4,702,605)

(1,528,664)

(318,097)

(230,044)

-

(20,437)

(15,003,773)

Write off (cost)

(1,209,647)

(1,572,892)

(806,633)

(869,736)

-

(1,107,114)

(4,543)

(415,903)

(5,986,468)

Write off (depreciation)

1,662

1,413,756

788,331

868,292

-

880,419

2,310

231,641

4,186,411

Capitalized interests

189,738

888,636

-

(68,078)

-

1,010,296

Depreciation

(13,108,407)

(17,346,363)

(18,438,461)

(7,772,824)

-

(5,888,407)

(435,795)

(1,179,010)

(64,169,267)

Conversion effect depreciation

360,239

1,784,979

1,700,078

850,194

-

184,539

-

42,677

4,922,706

Others increase (decreased)

(1,577,324)

1,465,411

2,208,005

(643,234)

(567,720)

28,620

(392,983)

-

520,775

Transfers to Investment Property (cost)

(534,384)

-

(559,440)

-

(1,093,824)

Transfers to Investment Property (depreciation)

12,590

-

12,590

Divestitures (cost)

(912,917)

(8,793,380)

(751,727)

(2,887,307)

-

(525,145)

(7,538)

-

(13,878,014)

Divestitures (depreciation)

424,428

8,619,785

694,205

2,761,160

-

451,775

5,406

-

12,956,759

Book Value

420,662,134

155,194,804

87,782,695

38,557,289

101,859,601

17,131,771

13,746,620

16,320,728

851,255,642

 

As of December 31, 2014

 

 

Historic cost

557,500,819

388,454,274

189,538,674

111,860,840

101,859,601

56,290,001

16,367,167

30,037,467

1,451,908,843

Accumulated depreciation

(136,838,685)

(233,259,470)

(101,755,979)

(73,303,551)

-

(39,158,230)

(2,620,547)

(13,716,739)

(600,653,201)

Book Value

420,662,134

155,194,804

87,782,695

38,557,289

101,859,601

17,131,771

13,746,620

16,320,728

851,255,642

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

 

Additions

-

123,581,249

-

123,581,249

-

118,850,131

-

-

118,850,131

Transfers

24,332,658

53,855,456

21,539,178

12,777,031

(121,954,867)

8,596,245

8,750

845,549

-

29,368,004

43,963,753

20,642,995

18,784,331

(124,150,216)

10,802,816

-

588,317

-

Conversion effect historic cost

(6,736,100)

(10,797,668)

(11,546,968)

(4,002,063)

(460,019)

(511,782)

(2,578)

(180,003)

(34,237,181)

(4,642,067)

(10,260,721)

(10,182,025)

(3,613,420)

(720,676)

(379,481)

(1,605)

(100,852)

(29,900,847)

Write off (cost)

(747,359)

(289,708)

(3,742,613)

(1,918,945)

-

(1,156,594)

(18,734)

-

(7,873,953)

(144,577)

(681,120)

(2,192,467)

(2,301,087)

-

(778,317)

-

-

(6,097,568)

Write off (depreciation)

394,898

184,171

3,456,971

1,909,228

-

636,696

12,858

-

6,594,822

122,890

609,546

1,942,571

2,241,388

-

613,585

-

-

5,529,980

Capitalized interests

579,382

1,434,338

-

(926,744)

-

1,086,976

-

1,042,045

-

-

1,042,045

Depreciation

(16,319,675)

(23,241,987)

(20,568,254)

(9,738,483)

-

(6,504,278)

(290,871)

(1,009,087)

(77,672,635)

(16,782,519)

(28,140,337)

(23,072,705)

(13,920,736)

-

(6,262,416)

(43,108)

(1,002,696)

(89,224,517)

Conversion effect depreciation

828,924

4,905,696

5,480,844

2,894,015

-

353,900

256

81,519

14,545,154

609,002

4,833,334

6,522,113

3,733,259

-

92,238

519

54,154

15,844,619

Others increase (decreased)

(314,605)

(1,065,596)

783,920

226,420

(4,709)

150,953

(23,262)

-

(246,879)

(101,686)

1,048,526

18,981

7,257

(1,189,435)

(35,064)

(138,391)

59,875

(329,937)

Divestitures (cost)

(416,892)

(1,536,631)

(11,721,918)

(1,758,026)

-

(1,512,864)

(283)

(1,063,451)

(18,010,065)

Divestitures (depreciation)

489,274

1,193,606

10,980,342

1,624,423

-

965,423

165

629,647

15,882,880

(434,512)

(322,483)

(45,081,934)

(27,295)

-

(614,206)

-

(521,685)

(47,002,115)

Transfers to assets held for sale (cost)

(2,682,692)

-

(2,682,692)

Transfers to assets held for sale (depreciation)

443,892

-

443,892

Divestitures (depreciation)

326,742

322,483

43,718,122

26,267

-

363,484

-

339,817

45,096,915

Changes

8,321,277

11,372,981

(7,684,349)

4,929,964

(6,168,151)

3,802,639

(182,585)

(583,070)

13,808,706

Book Value

420,513,839

179,836,481

82,444,197

40,570,889

102,094,511

18,149,470

13,432,921

15,624,902

872,667,210

430,751,841

205,529,895

72,792,316

47,659,232

108,606,889

25,289,521

12,392,989

14,890,745

917,913,428

 

 

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

 

Historic cost

569,642,008

428,398,944

185,024,437

117,920,217

102,094,511

60,844,400

16,447,490

29,639,562

1,510,011,569

608,854,028

485,770,049

159,541,057

142,280,575

108,606,889

79,120,713

13,816,109

29,367,600

1,627,357,020

Accumulated depreciation

(149,128,169)

(248,562,463)

(102,580,240)

(77,349,328)

-

(42,694,930)

(3,014,569)

(14,014,660)

(637,344,359)

(178,102,187)

(280,240,154)

(86,748,741)

(94,621,343)

-

(53,831,192)

(1,423,120)

(14,476,855)

(709,443,592)

Book Value

420,513,839

179,836,481

82,444,197

40,570,889

102,094,511

18,149,470

13,432,921

15,624,902

872,667,210

430,751,841

205,529,895

72,792,316

47,659,232

108,606,889

25,289,521

12,392,989

14,890,745

917,913,428

 

 

As of December 31, 2018

 

 

 

Additions

-

123,230,196

-

-

123,230,196

Additions of historic cost by business combination

12,734,666

7,481,173

4,940,095

3,656,444

99,432

824,392

-

-

29,736,202

Additions of acumulated depreciation by business combination

(762,783)

(7,432,623)

(2,384,378)

(2,509,968)

-

(752,521)

-

-

(13,842,273)

Transfers

39,838,515

45,234,574

26,616,253

16,798,523

(137,622,837)

6,919,683

-

2,215,289

-

Conversion effect historic cost

(5,754,382)

(14,801,093)

(20,321,228)

(6,309,411)

(1,509,220)

(583,483)

(10,977)

(159,909)

(49,449,703)

Write off (cost)

(72,907)

(2,578,367)

(3,449,791)

(13,306,471)

-

(1,797,179)

-

-

(21,204,715)

Write off (depreciation)

5,707

2,397,406

2,541,051

13,063,328

-

1,270,646

-

-

19,278,138

Capitalized interests

-

609,921

-

-

609,921

Depreciation

(17,056,082)

(27,288,968)

(23,911,356)

(14,882,856)

-

(6,023,071)

(21,175)

(1,017,002)

(90,200,510)

Conversion effect depreciation

707,133

6,290,990

12,688,447

5,358,799

-

285,779

2,406

92,393

25,425,947

Others increase (decreased) (1)

26,611,361

31,138,091

19,091,618

2,850,058

4,240,542

297,792

(43,183)

673,686

84,859,965

Divestitures (cost)

(2,476,636)

(790,001)

(5,687,343)

(2,573,198)

(226,716)

(4,051,693)

-

(1,206,401)

(17,011,988)

Divestitures (depreciation)

85,208

264,080

4,249,122

2,417,657

-

3,960,623

-

945,333

11,922,023

Changes

53,859,800

39,915,262

14,372,490

4,562,905

(11,178,682)

350,968

(72,929)

1,543,389

103,353,203

Book Value

484,611,641

245,445,157

87,164,806

52,222,137

97,428,207

25,640,489

12,320,060

16,434,134

1,021,266,631

 

 

As of December 31, 2018

 

 

 

Historic cost

679,853,030

551,888,633

180,757,354

143,550,263

97,428,207

80,841,052

13,842,797

30,862,740

1,779,024,076

Accumulated depreciation

(195,241,389)

(306,443,476)

(93,592,548)

(91,328,126)

-

(55,200,563)

(1,522,737)

(14,428,606)

(757,757,445)

Book Value

484,611,641

245,445,157

87,164,806

52,222,137

97,428,207

25,640,489

12,320,060

16,434,134

1,021,266,631

(1) Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies”. SeeNote 4 - Accounting changes, letter b).

 

F-88

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

 

The balance of the land at the end of each year is as follows:

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Land

227,849,584

228,846,045

249,548,928

225,840,815

Total

227,849,584

228,846,045

249,548,928

225,840,815

 

Capitalized interest as of December 31, 2015,2018, amounted to ThCh$ 1,086,976609,921 (ThCh$ 1,010,2961,042,045 in 2014)2017), using an annually capitalization rate of 4.17% for both years.3.71% (4.25% in 2017).

 

The Company, through its subsidiariessubsidiary Viña San Pedro Tarapacá S.A., has biological assets corresponding to vines that produce grapes. The vines are segmented into those under formation and those under production, and they are grown both on leased and owned land.

The grapes harvested from these vines are used in the manufacturing of wine, which is marketed both in the domestic market and abroad.

 

As ofDecemberofDecember 31, 2015,2018, the Company maintained approximately 4,245,4,917 hectares of which 3,967 hectares3,884 are for vines in production stage. Of the total hectares mentioned above, 3,6483,546 correspond to own land and 319338 to leased land.

 

The vines under formation are recorded at historic cost, and only start being depreciated when they are transferred to the production phase, which occurs in the majority of cases in the third year after plantation, when they start producing grapes commercially (in volumes that justify their production-oriented handling and later harvest).

 

During 2015,2018, the production plant vines yield approximately 60.152.4 million kilos of grapes (42.5(43.9 million kilos of grapes in 2014)2017).

As part of the risk administration activities, the subsidiaries use insurance agreements for the damage caused by nature or other to their biological assets. In addition, either productive or under formation vines are not affected by title restrictions of any kind, nor have they been pledged as a guarantee for financial liabilities.

For production vines depreciation is carried out on a linear basis and it is based on the 30-years average estimated production useful life, which is periodically assessed. Vines under formation are not depreciated until they start production.

 

By the nature of business of the Company, in the value of the assets it is not considered to start an allowance for cost of dismantling, removal or restoration.

 

In relation to the impairment losses of property, plant and equipment, the administrationManagment has not perceived evidence of impairment with respect to these at December 31, 2015.2018.

 

The depreciation for the year ended as of December 31, 2018 and 2017, recognized in net incomes and other assets is as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Recognized in net incomes

87,471,320

86,557,532

Recognized in others assets

2,729,190

2,666,985

Total

90,200,510

89,224,517

Assets under finance lease:

 

The book valuecarrying amount of land and buildings relates to finance lease agreements for the Parent Company and its subsidiaries. Such assets will not be owned by the Company until the corresponding purchase options are exercised.

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Land

4,511,623

4,511,623

3,266,096

3,215,075

Buildings

9,333,443

9,449,575

8,985,051

9,101,182

Machinery and equipment

1,061,907

1,352,085

68,913

76,732

Total

14,906,973

15,313,283

12,320,060

12,392,989

 

InNote 27,21 – Other financial liabilities, letter bB)includes the detail of the lease agreements, and it also reconciles the total amount of the future minimum lease payments and their current value as regards such assets, the purchase options originated at CCU S.A., Compañí and Cervecería Cervecera Kunstmann S.A. and Manantial S.A.

F-89

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 2420Investment Property

 

Investment property movements are detailed as follows:

 

Lands

Buildings

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2017

 

 

 

Historic cost

4,729,639

2,279,475

           7,009,114

Depreciation

-

(755,287)

(755,287)

Book Value

4,729,639

1,524,188

6,253,827

 

 

 

 

As of December 31, 2017

 

 

 

Additions

-

17,588

17,588

Depreciation

-

(49,909)

(49,909)

Convertion effect (depreciation)

(270,804)

(165,236)

(436,040)

Conversion effect

-

30,893

30,893

Changes

(270,804)

(157,664)

(428,468)

Book Value

4,458,835

1,366,524

5,825,359

 

 

 

 

As of December 31, 2017

 

 

 

Historic cost

           4,458,835

           2,131,827

           6,590,662

Depreciation

                     -  

(765,303)

(765,303)

Book Value

4,458,835

1,366,524

5,825,359

 

 

 

 

As of December 31, 2018

 

 

 

Additions

-

3,613

3,613

Depreciation

-

(49,728)

(49,728)

Convertion effect (depreciation)

(429,377)

(269,737)

(699,114)

Conversion effect

-

68,416

68,416

Other increases (decreases) (1)

2,695,795

871,615

3,567,410

Changes

2,266,418

624,179

2,890,597

Book Value

6,725,253

1,990,703

8,715,956

 

 

 

 

As of December 31, 2018

 

 

 

Historic cost

           6,725,253

           2,737,318

           9,462,571

Depreciation

-

(746,615)

(746,615)

Book Value

6,725,253

1,990,703

8,715,956

Changes in(1) Corresponds to the movementfinancial effect of the investment property during the years endedapplication IAS 29 "Financial reporting in hyperinflationary economies”. SeeasNote 4 - Accounting changes, letter b)of December 31, 2014 and 2015 is as follows:.

 

Lands

Buildings

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2014

 

 

 

Historic cost

5,590,369

1,964,783

7,555,152

Depreciation

-

(653,691)

(653,691)

Book Value

5,590,369

1,311,092

6,901,461

    

As of December 31, 2014

 

 

 

Additions

275,001

-

275,001

Transfers from PPE (Cost)

243,505

850,319

1,093,824

Transfers from PPE (acumulated depreciation)

-

(12,590)

(12,590)

Depreciation

-

(65,208)

(65,208)

Convertion effect (Cost)

(248,418)

(39,897)

(288,315)

Conversion effect (depreciation)

-

13,440

13,440

Book Value

5,860,457

2,057,156

7,917,613

    

As of December 31, 2014

 

 

 

Historic cost

           5,860,457

           2,775,205

           8,635,662

Depreciation

                     -  

(718,049)

(718,049)

Book Value

5,860,457

2,057,156

7,917,613

    

As of December 31, 2015

 

 

 

Additions

-

4,148

4,148

Transfers from PPE (cost)

(275,000)

-

(275,000)

Depreciation

-

(60,450)

(60,450)

Convertion effect (Cost)

(488,315)

(291,926)

(780,241)

Conversion effect (depreciation)

-

31,932

31,932

Book Value

5,097,142

1,740,860

6,838,002

    

As of December 31, 2015

 

 

 

Historic cost

           5,097,142

           2,487,425

           7,584,567

Depreciation

                     -  

(746,565)

(746,565)

Book Value

5,097,142

1,740,860

6,838,002

 

Investment property includes twenty land properties, two offices and one apartment, situated in Chile, which are maintained for appreciation purposes, with one land property, two offices and one apartment of them being leased and generating ThCh$ 172,243158,235 revenue during year 20152018 (ThCh$ 153,283193,839 in 20142017 and ThCh$110,333 251,545 in 2013)2016). Additionally, there are three land properties in Argentina, which are leased and generated an income for ThCh$ 127,09397,312 for year 20152018 (ThCh$ 117,661135,064 in 20142017 and ThCh$ 134,103131,389 in 2013)2016). In addition, the expenses associated with such investment properties amounted to ThCh$ 120,34050,874 for the year ended as of December 31, 20152018 (ThCh$ 190,67060,452 in 20142017 and ThCh$ 161,91571,090 in 2013)2016).

 

The fair value, of investment property that represent 90%89% of the book value,carrying amount is ThCh$ 18,365,934.13,332,435.

 

Management has not detected any evidence of impairment of Investmentinvestment property.

 

The Company does not maintain any pledge or restriction over investment property items.

 

F-90

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 25Assets of disposal group held for sale

During the last quarter of 2009, the Board of Tamarí S.A. (merged with Finca la Celia S.A. as of April 1, 2011)authorized the sale of fixed assets which includes the winery with facilities for processing and storage of wines as well as of acres that surround it and the guest house. This decision is based primarily on the advantage of consolidating the operations of processing and packaging of wines from the Wine Group subsidiaries VSPT facilities in Finca La Celia, generating significant synergies for the Group.

During 2010, the Company hired a specialist broker for such assets. Subsequently, on December 13, 2011, a sales reservation contract was signed for all of the assets.

During December 2014, the subsidiary Sidra La Victoria S.A. authorized the sale of property located in Cipolletti city, Provincia de Río Negro, Argentina. During November 2015 this property was sold and a gain before tax of ThCh$ 1,977,432 was recognize.

During September 2015, the subsidiary Saenz Briones S.A. authorized the sale of property located in Luján de Cuyo city, Provincia de Mendoza, Argentina.

Besides, during 2015, the subsidiary Viña Valles de Chile S.A. (legal and continuing successor of Viña Misiones de Rengo S.A.) authorized the sale of certanis fixed asstes located in Rengo city, Provincia de Cachapoal, Sexta Región.

On January 7, 2016, the shareholders of Compañía Pisquera Bauzá S.A. came to an agreement in which Compañía Pisquera de Chile S.A. (subsidiary of Compañía Cervecerías Unidas S.A.) has sold its interest of 49% to Agroproductos Bauzá S.A. The price of the transaction amounted to UF 150,000 (equivalent to ThCh$ 3,844,364 on December 31, 2015).

Previously, in October 2015, the Board Director of CPCh agreed to order the Administration to obtain an agreement with Agroproductos Bauzá in terms which were reflected in the before mentioned transaction. The consequence the aforementioned was CPCh recorded a provision before taxes for an amount of ThCh$ 1,401,253, charged to the result for the year 2015. This amount is presented under Other gains/losses in the Consolidated Statement of Income.

As described inNote 2.18, non-current assets held for sale have been recorded at the lower of book value and estimated sale valueDecember 31, 2015.

AtDecember 31, 2015 and 2014, the items of assets held for sale are the following:

Assets of disposal group held for sale

As of December 31, 2015

As of December 31, 2014

ThCh$

ThCh$

Land

1,855,980

196,818

Contructions

544,863

467,833

Machinery

74,109

94,109

Joint agreement (Trade surplus , net of deferred taxes)

3,844,364

-

Total

6,319,316

758,760


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 26Income taxes

Tax accounts receivable

The detail of the taxes receivables is the following:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Refundable tax previous year

1,773,573

658,744

Taxes under claim

3,661,253

2,808,110

Argentinean tax credits

3,756,333

3,910,500

Monthly provisions

4,592,593

9,394,028

Payment of absorbed profit provision

33,276

975,477

Other credits

1,447,192

1,666,555

Total

15,264,220

19,413,414

Taxes accounts payable

The detail of taxes payable taxes is as follows:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Chilean income taxes

7,689,139

6,718,638

Monthly provisional payments

3,488,085

4,113,611

Chilean unique taxes

224,045

48,810

Estimated Argentine minimum gain subsidiaries taxes

796,755

816,076

Total

12,198,024

11,697,135


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Tax expense

The detail of the income tax and deferred tax expense for the years ended as ofDecember 31, 2015, 2014 and 2013, is as follows:

 

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Income as per deferred tax related to the origin and reversal of temporary differences

(454,933)

 

992,342

101,216

Prior year adjustments

3,204,656

 

4,763,242

7,857,107

Effect of change in tax rates

(1,066,964)

(1)

(14,520,287)

-

Tax benefits (loss)

248,559

 

527,447

(2,225,971)

Total deferred tax expense (1)

1,931,318

(8,237,256)

5,732,352

Current tax expense

(48,168,474)

 

(34,522,795)

(35,137,106)

Prior period adjustments

(3,877,360)

 

(3,913,449)

(5,300,153)

(Loss) Income from income tax

(50,114,516)

(46,673,500)

(34,704,907)

(1)   On September 29, 2014 Act No. 20,780 was published in Chile, regarding the so called “Tax reform” which introduces amendments, among others, to the Income tax system.  The said Act provides that corporations will apply by default the "Partially Integrated System", unless a future Extraordinary Shareholders Meeting agrees to opt for the "Attributed Income Regime”. The Act provides for the "Partially Integrated System" a gradual increase in the First Category Income tax rate, going from 20% to 21% for the business year 2014, to 22.5% for the business year 2015, to 24% for the business year 2016, to 25.5% for the business year 2017 and to 27% starting 2018 business year.

      The effect of the new tax rate of 21%, applicable from January 1, 2014, resulted in charges of ThCh$ 1,359,437 against income in 2014.

      The difference between assets and liabilities for deferred taxes which occur as a direct effect of the increase in the First Category Income tax rate introduced by Act No. 20,780, has been accounted against to Net income. As of December 31, 2014, the total effect registered against the Net income was an amount of ThCh$ 14,520,287.

The deferred taxes related to items charged or credited directly to Consolidated Statement of Comprehensive Income are as follows:

 

For the years ended as of December 31,

 

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Net income from cash flow hedge

(17,563)

 

39,470

(51,304)

Actuarial gains and losses deriving from defined benefit plans

314,541

 

501,689

105,151

Charge to equity

296,978

541,159

53,847

Effective Rate

The Company’s income tax expense as ofDecember 31, 2015, 2014 and 2013 represents 26.4%, 27.9% and 20.7%, respectively of income before taxes. The following is reconciliation between such effective tax rate and the statutory tax rate valid in Chile.

 

For the years ended as of December 31,

2015

2014

2013

ThCh$

Tax rate %

ThCh$

Tax rate %

ThCh$

Tax rate %

Income before taxes

190,640,106

-

167,465,421

-

167,609,458

-

Income tax using the statutory rate

(42,894,024)

22.5

(35,167,738)

21.0

(33,521,892)

20.0

Adjustments to reach the effective rate

 

 

 

 

 

 

Tax effect of permanent differences and non-taxable items, net

(3,202,337)

1.7

(70,944)

0.1

(1,307,033)

0.7

Effect of change in tax rate

(1,066,964)

0.6

(14,520,287)

8.6

-

-

Effect of tax rates abroad

(2,278,489)

1.2

2,235,676

(1.3)

(2,432,936)

1.5

Prior year adjustments

(672,702)

0.4

849,793

(0.5)

2,556,954

(1.5)

Income tax, as reported

(50,114,516)

26.4

(46,673,500)

27.9

(34,704,907)

20.7


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Deferred taxes

Deferred tax assets and liabilities included in the Balance Sheet were as follows:

 

As of December 31, 2015

As of December 31, 2014

 

ThCh$

ThCh$

Deferred tax assets

 

 

Accounts receivable impairment provision

712,135

721,772

Employee benefits and other non taxable expenses

10,402,580

7,984,756

Inventory impairment provision

894,231

886,694

Severance indemnity

5,044,560

4,592,647

Inventory valuation

1,060,489

1,143,039

Amortization of intangibles

1,785,174

1,021,992

Other assets

8,927,120

8,401,374

Tax loss carryforwards

5,703,304

5,454,745

Total assets from deferred taxes

34,529,593

30,207,019

   

Deferred taxes liabilities

 

 

Fixed assets depreciation

39,673,300

36,618,758

Capitalized software expense

1,852,161

1,694,859

Agricultural operation expense

4,348,021

3,493,499

Manufacturing indirect activation costs

3,867,574

3,777,813

Intangibles

8,654,342

10,524,509

Land

28,756,600

30,479,610

Other liabilities

994,965

929,652

Total liabilities from deferred taxes

88,146,963

87,518,700

Total

(53,617,370)

(57,311,681)

No deferred taxes have been recorded for the temporary differences between the taxes and accounting value generated by investments in subsidiaries; consequently deferred tax is not recognized for the Translation Adjustments or investments in Joint Ventures and Associates.

In accordance with current tax laws in Chile, taxable losses do not expire and can be applied indefinitely. Regarding Argentina, taxable losses expire after 5 years.

Movement of deferred taxes

Deferred Taxes ThCh$

As of January 1, 2014

(48,508,053)

Deferred taxes for business combination

(461,566)

Deferred Tax Losses Tax absorption

(968,195)

Charge to income tax deferred

(8,237,257)

Conversion effect

84,862

Deferred taxes against equity

541,159

Other deferred movements taxes

237,369

Charge

(8,803,628)

As of December 31, 2014

(57,311,681)

As of January 1, 2015

Deferred taxes for joint operation

881,910

Deferred taxes from tax loss carry forwards absortion

(33,276)

Credit to income tax deferred

1,931,318

Conversion effect

503,187

Deferred taxes against equity

296,978

Other deferred movements taxes

114,194

Credit

3,694,311

As of December 31, 2015

(53,617,370)


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Note 2721 Other financial liabilities

 

Debts and financial liabilities classified based onaccording to the type of obligation and their classifications in the consolidated balance sheetConsolidated Financial Statements are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

As of December 31, 2015

As of December 31, 2014

Current

Non current

Current

Non current

ThCh$

ThCh$

ThCh$

ThCh$

Bank borrowings (*)

76,050,091

95,822,149

38,160,178

75,200,804

24,623,746

73,886,831

Bonds payable (*)

74,508,233

73,937,639

4,081,175

135,281,303

3,306,135

69,476,612

Financial leases obligations (*)

17,559,874

17,392,945

365,972

17,546,162

176,586

17,638,289

Derivative financial instruments (**)

4,997,124

-

10,416,675

-

Derivative hedge liabilities (**)

1,194,502

157,028

1,840,188

-

Deposits for return of bottles and containers

12,503,170

11,787,424

13,967,995

-

13,228,328

-

Derivatives (**)

171,470

684,317

Liability coverage (**)

107,698

228,376

Total

180,900,536

199,852,850

62,766,946

228,185,297

53,591,658

161,001,732

Current

43,973,991

65,318,293

Non current

136,926,545

134,534,557

Total

180,900,536

199,852,850

(*)  SeeNote 5 – Risk administration.

(**) SeeNote 67 – Financial instruments.

 

F-91

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

The maturities and interest rates of suchthese obligations are detailed as follows:

Current loan and financial obligation

As ofDecember 31, 20152018:

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bank borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

0-E

Finca La Celia S.A

Argentina

O-E

Banco Supervielle

Argentina

USD

-

128,459

-

-

-

128,459

At maturity

6.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

272,706

-

-

-

-

272,706

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

106,222

-

-

-

-

106,222

At maturity

28.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

420,665

-

-

-

-

420,665

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

1,857

7,389

3,095

-

-

12,341

Quarter

15.25

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

506,450

-

-

-

-

506,450

At maturity

27.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

151,260

-

-

-

-

151,260

At maturity

29.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

-

486,804

-

-

-

486,804

At maturity

29.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

405,927

-

-

-

-

405,927

At maturity

25.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco BBVA

Argentina

$ARG

535,283

-

-

-

-

535,283

At maturity

29.50

91.041.000-8

Viña San Pedro Tarapaca S.A. (1)

Chile

97.004.000-5

Banco de Chile

Chile

USD

28,782

3,150,341

-

-

-

3,179,123

At maturity

1.92

91.041.000-8

Viña San Pedro Tarapaca S.A. (2)

Chile

97.004.000-5

Banco de Chile

Chile

USD

66,496

7,101,600

-

-

-

7,168,096

At maturity

1.90

91.041.000-8

Viña San Pedro Tarapaca S.A.

Chile

97.030.000-7

Banco Estado

Chile

UF

-

56,243

-

9,739,054

-

9,795,297

At maturity

2.70

91.041.000-8

Viña San Pedro Tarapaca S.A. (1)

Chile

97.018.000-1

Scotiabank

Chile

USD

-

2,977

5,590,024

-

-

5,593,001

At maturity

1.15

99.586.280-8

Compañía Pisquera de Chile S.A

Chile

97.030.000-7

Banco Estado

Chile

CLP

449,879

-

15,978,778

-

-

16,428,657

At maturity

6.86

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

15,123

46,470

109,544

-

-

171,137

Monthly

4.80

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

8,529

26,304

75,692

16,855

-

127,380

Monthly

5.48

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

7,004

21,588

12,375

-

-

40,967

Monthly

5.36

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

13,500

40,500

108,000

72,000

-

234,000

Monthly

6.00

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

19,000

57,000

88,668

-

-

164,668

Monthly

7.59

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

14,000

42,000

112,000

32,667

-

200,667

Monthly

5.88

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

22,500

67,500

180,000

112,500

-

382,500

Monthly

5.76

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

23,690

56,839

-

-

-

80,529

Monthly

6.66

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

7,704

23,532

68,516

50,621

-

150,373

Monthly

6.12

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

200,000

-

-

-

-

200,000

At maturity

5.26

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

254,313

-

-

-

-

254,313

At maturity

4.38

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

35,843

36,436

-

-

-

72,279

Monthly

7.56

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

150,000

-

-

-

150,000

Monthly

5.40

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

255,510

-

-

-

255,510

At maturity

4.22

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

18,029

55,418

158,974

138,117

-

370,538

Monthly

5.02

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

USD

25,991

71,036

-

-

-

97,027

Monthly

5.50

0-E

Milotur S.A.

Uruguay

O-E

Banco Itaú

Uruguay

UYI

-

344,850

1,701,800

-

-

2,046,650

Monthly

6.00

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

515,083

-

-

-

515,083

At maturity

4.34

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

618,100

-

-

-

618,100

At maturity

4.34

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

-

1,030,538

-

-

-

1,030,538

At maturity

4.38

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.018.000-1

Scotiabank

Chile

USD

7,229

453,561

-

-

-

460,790

At maturity

1.90

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

180,724

555,208

1,589,858

1,378,183

-

3,703,973

Monthly

5.02

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.018.000-1

Scotiabank

Chile

CLP

-

1,028,447

-

-

-

1,028,447

At maturity

4.08

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BNA

Argentina

$ARG

345,777

927,294

2,472,784

1,236,392

-

4,982,247

Monthly

15.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BNA

Argentina

$ARG

173,166

392,114

697,088

-

-

1,262,368

Monthly

25.19

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BBVA

Argentina

$ARG

560,011

1,633,640

1,089,584

-

-

3,283,235

Quarter

26.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Galicia

Argentina

$ARG

1,272,502

1,815,157

5,446,285

-

-

8,533,944

Quarter

29.40

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Macro

Argentina

$ARG

44,130

136,150

75,639

-

-

255,919

Monthly

15.25

0-E

Saenz Briones & Cía SAIC

Argentina

0-E

Banco Citibank

Argentina

$ARG

65,596

121,022

-

-

-

186,618

Monthly

15.25

Sub-Total

 

 

 

 

 

 

6,259,888

21,455,110

35,558,704

12,776,389

-

76,050,091

 

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Registration or ID No. Instrument

Creditor country

Currency

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

90.413.000-1

Compañía Cervecerías Unidas S.A.

Chile

388 18/10/2004 BONO SERIE E

Chile

UF

-

2,539,921

4,953,915

5,095,419

10,251,636

22,840,891

Semiannual

4.00

90.413.000-1

Compañía Cervecerías Unidas S.A.

Chile

573 23/03/2009 BONO SERIE H

Chile

UF

615,318

-

-

2,252,581

48,799,443

51,667,342

Semiannual

4.25

Sub-Total

 

 

 

 

 

 

615,318

2,539,921

4,953,915

7,348,000

59,051,079

74,508,233

 

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

0-E

Finca La Celia S.A

Argentina

O-E

Banco Supervielle

Argentina

$ARG

1,267

3,900

6,147

-

-

11,314

Monthly

17.50

96.711.590-8

Manantial S.A.

Chile

97.000.600-6

Banco de Creditos e Inversiones

Chile

UF

5,371

16,386

9,292

-

-

31,049

Monthly

5.06

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

10,764

16,845

13,524

-

-

41,133

Monthly

9.31

96.711.590-8

Manantial S.A.

Chile

97.053.000-2

Banco Security

Chile

UF

21,598

25,628

12,867

-

-

60,093

Monthly

6.81

90.413.000-1

Compañía Cervecerías Unidas S.A.

Chile

99.012.000-5

Consorcio Nacional de Seguros S.A

Chile

UF

12,499

38,806

113,757

225,991

16,628,473

17,019,526

Monthly

7.07

96.981.310-6

Compañía Cervecera Kunstmann S.A

Chile

97.004.000-5

Banco de Chile

Chile

UF

42,822

23,183

12,799

-

-

78,804

Monthly

5.58

96.981.310-6

Compañía Cervecera Kunstmann S.A

Chile

97.030.000-7

Banco Estado

Chile

UF

23,716

72,672

196,552

-

-

292,940

Monthly

4.33

76.077.848-6

Cervecera Belga de la Patagonia

Chile

97.015.000-5

Banco Santander de Chile

Chile

UF

1,455

4,504

13,097

5,959

-

25,015

Monthly

6.27

Sub-Total

 

 

 

 

 

119,492

201,924

378,035

231,950

16,628,473

17,559,874

 

 

               

Total

 

 

 

 

 

 

6,994,698

24,196,955

40,890,654

20,356,339

75,679,552

168,118,198

 

 

(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 6).

(2) This obligation is hedged by a Cross Interest Rate Swap agreement(Note 6).


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

As of December 31, 2014:

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bank borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

0-E

Finca La Celia S.A

Argentina

O-E

Santader RIO

Argentina

USD

338,173

-

-

-

-

338,173

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Santader RIO

Argentina

USD

338,173

-

-

-

-

338,173

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Supervielle

Argentina

USD

-

73,057

-

-

-

73,057

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Supervielle

Argentina

USD

-

79,145

-

-

-

79,145

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Supervielle

Argentina

USD

-

76,101

-

-

-

76,101

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Supervielle

Argentina

USD

-

75,844

-

-

-

75,844

At maturity

4.00

0-E

Finca La Celia S.A

Argentina

O-E

Fondo para la Transformación y Crec.

Argentina

$ARG

-

2,114

-

-

-

2,114

Semiannual

6.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

581,393

-

-

-

-

581,393

At maturity

28.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

569,746

-

-

-

-

569,746

At maturity

30.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

327,034

-

-

-

-

327,034

At maturity

28.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

174,129

-

-

-

-

174,129

At maturity

26.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

3,725

13,226

13,708

-

-

30,659

Quarter

15.25

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

131,476

-

-

-

-

131,476

At maturity

26.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,640

-

-

-

-

29,640

At maturity

26.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,640

-

-

-

-

29,640

At maturity

26.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

177,838

-

-

-

-

177,838

At maturity

26.50

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco San Juan

Argentina

$ARG

29,711

-

-

-

-

29,711

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

BBVA

Argentina

$ARG

402,311

-

-

-

-

402,311

At maturity

28.00

0-E

Finca La Celia S.A

Argentina

O-E

Banco Patagonia

Argentina

$ARG

43,659

-

-

-

-

43,659

At maturity

24.00

91.041.000-8

Viña San Pedro Tarapaca S.A. (1)

Chile

97.004.000-5

Banco de Chile

Chile

USD

23,097

-

2,691,604

-

-

2,714,701

At maturity

1.79

91.041.000-8

Viña San Pedro Tarapaca S.A. (2)

Chile

97.004.000-5

Banco de Chile

Chile

USD

53,348

-

6,067,500

-

-

6,120,848

At maturity

1.79

91.041.000-8

Viña San Pedro Tarapaca S.A. (2)

Chile

97.018.000-1

Scotiabank

Chile

USD

1,438

4,854,000

-

-

-

4,855,438

At maturity

1.19

91.041.000-8

Viña San Pedro Tarapaca S.A.

Chile

97.030.000-7

Banco Estado

Chile

EUR

-

4,590,673

-

-

-

4,590,673

At maturity

0.59

91.041.000-8

Viña San Pedro Tarapaca S.A.

Chile

97.030.000-7

Banco Estado

Chile

UF

-

54,044

-

9,358,298

-

9,412,342

At maturity

2.70

99.586.280-8

Compañía Pisquera de Chile S.A

Chile

97.030.000-7

Banco Estado

Chile

CLP

448,895

-

15,949,982

-

-

16,398,877

At maturity

6.86

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

14,752

42,394

120,811

48,426

-

226,383

Monthly

4.80

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

7,798

23,813

68,838

53,562

-

154,011

Monthly

5.48

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

6,392

19,613

39,365

-

-

65,370

Monthly

5.36

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

1,654

2,266

-

-

-

3,920

Monthly

9.12

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

19,000

57,000

152,000

12,667

-

240,667

Monthly

7.59

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

14,000

42,000

112,000

88,667

-

256,667

Monthly

5.88

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

9,214

3,107

-

-

-

12,321

Monthly

7.32

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

7,426

17,873

-

-

-

25,299

Monthly

7.56

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

22,178

68,690

80,528

-

-

171,396

Monthly

6.66

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

62,759

192,305

-

-

-

255,064

At maturity

4.38

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

251,734

-

-

-

251,734

Monthly

0.37

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

5,834

14,043

-

-

-

19,877

Monthly

0.63

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

33,596

104,022

72,279

-

-

209,897

Monthly

0.63

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

200,852

-

-

-

200,852

Monthly

0.63

96.711.590-8

Manantial S.A.

Chile

76.645.030-K

Banco Itaú

Chile

CLP

18,792

-

-

-

-

18,792

Monthly

0.50

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

USD

23,418

69,795

93,672

-

-

186,885

Monthly

5.50

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

601,212

-

-

-

-

601,212

At maturity

17.00

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

357,814

-

-

-

-

357,814

At maturity

1.12

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

138,532

-

-

-

-

138,532

At maturity

17.00

0-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

643,409

-

-

-

-

643,409

At maturity

16.80

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

515,411

-

-

-

515,411

At maturity

4.50

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

-

618,493

-

-

-

618,493

At maturity

4.50

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.004.000-5

Banco de Chile

Chile

CLP

-

1,034,167

-

-

-

1,034,167

At maturity

4.92

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.018.000-1

Scotiabank

Chile

USD

2,413

-

387,514

-

-

389,927

At maturity

1.90

96.981.310-6

Compañia Cervecera Kunstmann S.A.

Chile

97.030.000-7

Banco Estado

Chile

CLP

1,303,864

-

-

-

-

1,303,864

At maturity

3.22

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BBVA

Argentina

$ARG

1,541,623

4,401,173

-

-

-

5,942,796

Quarter

15.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BNA

Argentina

$ARG

445,789

1,208,180

3,221,814

3,221,813

-

8,097,596

Monthly

15.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Macro

Argentina

$ARG

54,865

177,392

335,073

-

-

567,330

Monthly

15.25

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco BBVA

Argentina

$ARG

690,557

1,418,990

4,257,610

-

-

6,367,157

Quarter

26.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Citibank

Argentina

$ARG

14,494,421

-

-

-

-

14,494,421

At maturity

26.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Santander Río

Argentina

$ARG

3,063,385

-

-

-

-

3,063,385

At maturity

29.00

0-E

Saenz Briones SA

Argentina

0-E

HSBC

Argentina

$ARG

2,724

-

-

-

-

2,724

At maturity

20.00

0-E

Saenz Briones SA

Argentina

0-E

Banco Citibank

Argentina

$ARG

93,631

236,522

236,522

-

-

566,675

Monthly

15.25

0-E

Saenz Briones SA

Argentina

0-E

Banco Patagonia

Argentina

$ARG

829,136

-

-

-

-

829,136

At maturity

30.00

Sub-Total

 

 

 

 

 

 

28,599,857

20,538,039

33,900,820

12,783,433

-

95,822,149

 

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

 

 

 

Registration or ID No. Instrument

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Creditor country

Currency

0 to 3 months

3 months to

1 year

Over 1 year to 3

 years

Over 3 years to 5

years

Over 5 years

Total

Amortization

 rate

Interest

Rate

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

90.413.000-1

CCU S.A

Chile

388 18/10/2014 BONO SERIE E

Chile

UF

-

2,437,294

4,741,076

4,818,518

12,313,550

24,310,438

Semiannual

4.00

90.413.000-1

CCU S.A

Chile

573 23/03/2009 BONO SERIE H

Chile

UF

592,131

-

-

2,149,320

46,885,750

49,627,201

Semiannual

4.25

Sub-Total

 

 

 

 

 

 

592,131

2,437,294

4,741,076

6,967,838

59,199,300

73,937,639

 

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party

 Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Over 1 year to 3

 years

Over 3 years to 5 years

Over 5 years

Total

Amortization rate

Interest

Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

0-E

Finca La Celia S.A

Argentina

O-E

Supervielle

Argentina

$ARG

1,475

4,620

11,088

2,466

-

19,649

At maturity

17.50

96.711.590-8

Manantial S.A.

Chile

97.000.600-6

Banco de Creditos e Inversiones

Chile

UF

7,058

15,218

29,841

-

-

52,117

Monthly

0.42

96.711.590-8

Manantial S.A.

Chile

97.004.000-5

Banco de Chile

Chile

UF

20,250

42,944

37,825

-

-

101,019

Monthly

0.50

96.711.590-8

Manantial S.A.

Chile

97.030.000-7

Banco Estado

Chile

UF

12,160

6,585

-

-

-

18,745

Monthly

1.17

96.711.590-8

Manantial S.A.

Chile

97.053.000-2

Banco Security

Chile

UF

31,538

79,780

57,744

-

-

169,062

Monthly

0.55

90.413.000-1

CCU S.A

Chile

99.012.000-5

Consorcio Nacional de Seguros S.A

Chile

UF

22,926

38,773

102,087

117,043

16,135,005

16,415,834

Monthly

7.07

96.981.310-6

Compañía Cervecera Kunstmann S.A

Chile

97.004.000-5

Banco de Chile

Chile

UF

38,866

101,818

75,724

-

-

216,408

Monthly

6.43

96.981.310-6

Compañía Cervecera Kunstmann S.A

Chile

97.030.000-7

Banco Estado

Chile

UF

21,843

66,935

189,245

92,241

-

370,264

Monthly

4.33

76.077.848-6

Cervecera Belga de la Patagonia

Chile

97.015.000-5

Banco Santander de Chile

Chile

UF

1,306

4,044

11,760

12,737

-

29,847

Monthly

6.27

Sub-Total

 

 

 

 

 

157,422

360,717

515,314

224,487

16,135,005

17,392,945

 

 

               

Total

 

 

 

 

 

 

29,349,410

23,336,050

39,157,210

19,975,758

75,334,305

187,152,733

 

 

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

 

(%)

Bank borrowings

 

 

 

 

 

 

 

 

 

 

76,035,409-0

Cervecera Guayacán SpA.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

1,091

3,578

4,669

Monthly

4.87

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

-

10,535,493

10,535,493

At maturity

2.70

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

USD

-

5,670,991

5,670,991

At maturity

2.90

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,018,000-1

Scotiabank Chile

Chile

USD

-

10,576,858

10,576,858

At maturity

2.96

91,041,000-8

Viña San Pedro Tarapacá S.A. (1)

Chile

97,018,000-1

Scotiabank Chile

Chile

USD

11,007

-

11,007

At maturity

3.38

91,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

309,108

309,108

At maturity

4.56

99,586,280-8

Compañía Pisquera de Chile S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

326,560

-

326,560

At maturity

4.68

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

10,829

7,300

18,129

Monthly

5.48

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

13,500

40,500

54,000

Monthly

6.00

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

18,868

18,666

37,534

Monthly

5.88

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

22,500

67,500

90,000

Monthly

5.76

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

9,192

28,382

37,574

Monthly

6.12

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

28,669

64,826

93,495

Monthly

5.02

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

16,666

50,000

66,666

Monthly

4.44

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

20,833

62,501

83,334

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

73,030

224,475

297,505

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

41,700

125,100

166,800

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

39,951

90,476

130,427

Monthly

4.73

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

37,588

115,166

152,754

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

31,200

93,600

124,800

Monthly

5.16

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

45,100

-

45,100

At maturity

4.92

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,018,000-1

Scotiabank Chile

Chile

CLP

-

2,016,815

2,016,815

At maturity

3.98

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

6,536

-

6,536

At maturity

4.56

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

210,510

647,019

857,529

Monthly

5.02

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

1,026,099

1,026,099

At maturity

3.64

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco de la Nación Argentina

Argentina

ARS

226,995

278,924

505,919

Monthly

32.50

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Galicia

Argentina

ARS

506,614

545,956

1,052,570

Quarterly

23.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Superville

Argentina

USD

-

210,829

210,829

At maturity

6.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

245,193

-

245,193

At maturity

6.20

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

-

208,701

208,701

At maturity

4.30

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

210,949

-

210,949

At maturity

5.25

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

210,101

-

210,101

At maturity

6.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

ARS

388,865

-

388,865

At maturity

49.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

643,278

643,278

Quarterly

68.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

136,453

136,453

Quarterly

68.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

116,959

116,959

Quarterly

68.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

38,986

38,986

Quarterly

68.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco BBVA

Argentina

ARS

736,905

-

736,905

At maturity

64.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

ARS

238,536

-

238,536

At maturity

66.50

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

0-E

Banco Mercantil Santa Cruz S.A.

Bolivia

BOB

38,735

-

38,735

Quarterly

5.00

0-E

Milotur S.A.

Uruguay

0-E

Banco Itaú

Uruguay

UI

110,633

326,783

437,416

Monthly

4.80

Sub-Total

 

 

 

 

 

 

3,878,856

34,281,322

38,160,178

 

 

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

797

2,391

3,188

Monthly

17.00

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

99,012,000-5

Consorcio Nacional  de Seguros S.A.

Chile

UF

87,629

267,426

355,055

Monthly

3.95

76,077,848-6

Cervecera Belga de la Patagonia S.A.

Chile

97,015,000-5

Banco Santander

Chile

UF

2,090

5,639

7,729

Monthly

6.27

Sub-Total

 

 

 

 

 

90,516

275,456

365,972

 

 

(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 67 – Financial instruments).

(2) (*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Registration

ID No. Instrument

Creditor country

Currency

0 to 3 months

3 months to 1 year

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

 

(%)

Bonds payable

 

 

 

 

 

 

 

 

 

 

90,413,000-1

Compañía Cervecerías Unidas S.A. (1)

Chile

Bond H

573 03/23/2009

Chile

UF

665,357

2,486,177

3,151,534

Semiannual

4.25

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

Bond J

898 28/06/2018

Chile

UF

929,641

-

929,641

Semiannual

2.90

Sub-Total

 

 

 

 

 

1,594,998

2,486,177

4,081,175

 

 

(1)This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 65 – Risk administration non-discounted contractual cash flows.

F-).92

 



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

As of December 31, 2017:

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

0 to 3 months

3 months to 1 year

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

 

(%)

Bank borrowings

 

 

 

 

 

 

 

 

 

 

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

USD

-

4,961,271

4,961,271

At maturity

1.75

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

58,809

-

58,809

At maturity

2.70

91,041,000-8

Viña San Pedro Tarapacá S.A. (1)

Chile

97,018,000-1

Scotiabank Chile

Chile

USD

4,238

4,839,005

4,843,243

At maturity

2.42

91,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

324,308

324,308

At maturity

4.56

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

17,425

29,507

46,932

Monthly

4.80

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

9,956

30,704

40,660

Monthly

5.48

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

13,500

40,500

54,000

Monthly

6.00

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

12,667

-

12,667

Monthly

7.59

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

19,170

42,000

61,170

Monthly

5.88

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

22,500

67,500

90,000

Monthly

5.76

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

37,500

-

37,500

Monthly

5.40

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

8,641

26,677

35,318

Monthly

6.12

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

20,028

61,526

81,554

Monthly

5.02

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

16,667

49,999

66,666

Monthly

4.44

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

20,834

62,500

83,334

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

69,530

213,527

283,057

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

41,700

125,100

166,800

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

38,678

86,121

124,799

Monthly

4.73

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

35,966

110,127

146,093

Monthly

4.42

99,586,280-8

Compañía Pisquera de Chile S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

326,560

-

326,560

At maturity

4.68

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

-

2,021,408

2,021,408

At maturity

5.35

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,018,000-1

Scotiabank Chile

Chile

CLP

16,600

-

16,600

At maturity

4.50

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

6,708

-

6,708

At maturity

4.68

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

200,248

614,849

815,097

Monthly

5.02

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco de la Nación Argentina

Argentina

ARS

300,889

561,283

862,172

Monthly

26.63

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco de la Nación Argentina

Argentina

ARS

80,679

26,371

107,050

Monthly

27.81

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Galicia

Argentina

ARS

925,670

1,594,645

2,520,315

Quarterly

23.00

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco de la Nación Argentina

Argentina

ARS

3,944

1,975,917

1,979,861

At maturity

20.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Superville

Argentina

USD

-

185,739

185,739

At maturity

2.50

0-E

Finca La Celia S.A.

Argentina

0-E

Santander Río

Argentina

USD

184,728

-

184,728

At maturity

5.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Macro

Argentina

USD

-

185,339

185,339

At maturity

2.70

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Macro

Argentina

USD

-

184,652

184,652

At maturity

2.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

185,018

-

185,018

At maturity

2.55

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

USD

-

215,408

215,408

At maturity

3.20

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

ARS

399,014

-

399,014

At maturity

31.77

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

ARS

292,589

-

292,589

At maturity

31.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Patagonia

Argentina

ARS

250,005

-

250,005

At maturity

31.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

67,356

67,356

Quarterly

25.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

674,403

674,403

Quarterly

27.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco San Juan

Argentina

ARS

-

66,398

66,398

Quarterly

26.00

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Comafi

Argentina

ARS

368,143

-

368,143

At maturity

24.50

0-E

Finca La Celia S.A.

Argentina

0-E

BBVA

Argentina

ARS

498,676

-

498,676

At maturity

32.00

0-E

Milotur S.A.

Uruguay

0-E

Banco Itaú

Uruguay

UI

403,857

288,469

692,326

Monthly

6.00

Sub-Total

 

 

 

 

 

4,891,137

19,732,609

24,623,746

 

 

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

76,077,848-6

Cervecera Belga de la Patagonia S.A.

Chile

97,015,000-5

Banco Santander

Chile

UF

6,231

-

6,231

Monthly

6.27

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

99,012,000-5

Consorcio Nacional  de Seguros S.A.

Chile

UF

14,986

47,281

62,267

Monthly

7.07

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

26,989

73,384

100,373

Monthly

4.33

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

577

-

577

Monthly

17.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

419

406

825

Monthly

17.50

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

1,561

4,752

6,313

Monthly

17.00

Sub-Total

 

 

 

 

 

50,763

125,823

176,586

 

 

(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Registration

ID No. Instrument

Creditor country

Currency

0 to 3 months

3 months to 1 year

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

 

(%)

Bonds payable

 

 

 

 

 

 

 

 

 

 

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

Bond E

388 10/18/2004

Chile

UF

41,232

2,617,308

2,658,540

Semiannual

4.00

90,413,000-1

Compañía Cervecerías Unidas S.A. (1)

Chile

Bond H

573 03/23/2009

Chile

UF

647,595

-

647,595

Semiannual

4.25

Sub-Total

 

 

 

 

 

688,827

2,617,308

3,306,135

 

 

(1)This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

F-93


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Non-current loan and financial obligation

As ofDecember 31, 2018:

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

 

(%)

Bank borrowings

 

 

 

 

 

 

 

 

 

 

 

76,035,409-0

Cervecera Guayacán SpA.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

10,049

11,077

43,764

64,890

Monthly

4.87

91,041,000-8

Viña San Pedro Tarapacá S.A. (1)

Chile

97,018,000-1

Scotiabank Chile

Chile

USD

8,059,332

-

-

8,059,332

At maturity

3.38

91,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

39,826,440

-

39,826,440

At maturity

4.56

99,586,280-8

Compañía Pisquera de Chile S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

16,000,000

-

16,000,000

At maturity

4.68

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

18,000

-

-

18,000

Monthly

6.00

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

22,500

-

-

22,500

Monthly

5.76

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

13,048

-

-

13,048

Monthly

6.12

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

52,210

-

-

52,210

Monthly

5.02

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

27,780

-

-

27,780

Monthly

4.44

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

48,610

-

-

48,610

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

41,300

-

-

41,300

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

51,671

-

-

51,671

Monthly

4.73

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

92,344

-

-

92,344

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

114,800

-

-

114,800

Monthly

5.16

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

2,000,000

-

-

2,000,000

At maturity

4.92

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

400,000

-

-

400,000

At maturity

4.56

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

520,654

-

-

520,654

Monthly

5.02

0-E

Bebidas Bolivianas BBO S.A.

Bolivia

0-E

Banco Mercantil Santa Cruz S.A.

Bolivia

BOB

1,743,952

1,743,952

3,487,900

6,975,804

Quarterly

5.00

0-E

Milotur S.A.

Uruguay

0-E

Banco Itaú

Uruguay

UI

871,421

-

-

871,421

Monthly

4.80

Sub-Total

 

 

 

 

 

14,087,671

57,581,469

3,531,664

75,200,804

 

 

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

 

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

99,012,000-5

Consorcio Nacional  de Seguros S.A.

Chile

UF

747,756

801,372

15,995,307

17,544,435

Monthly

3.95

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

1,727

-

-

1,727

Monthly

17.00

Sub-Total

 

 

 

 

 

749,483

801,372

15,995,307

17,546,162

 

 

(1)This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Registration

ID No. Instrument

Creditor country

Currency

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

 

(%)

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

90,413,000-1

Compañía Cervecerías Unidas S.A. (1)

Chile

Bond H

573 03/23/2009

Chile

UF

9,976,415

9,984,905

32,519,081

52,480,401

Semiannual

4.25

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

Bond J

898 06/28/2018

Chile

UF

-

-

82,800,902

82,800,902

Semiannual

2.90

Sub-Total

 

 

 

 

 

9,976,415

9,984,905

115,319,983

135,281,303

 

 

(1)This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

As of December 31, 2017:

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

 

(%)

Bank borrowings

 

 

 

 

 

 

 

 

 

 

 

91,041,000-8

Viña San Pedro Tarapacá S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

10,183,293

-

-

10,183,293

At maturity

2.70

91,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

39,750,482

-

39,750,482

At maturity

4.56

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

17,624

-

-

17,624

Monthly

5.48

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

72,000

-

-

72,000

Monthly

6.00

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

32,667

-

-

32,667

Monthly

5.88

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

112,500

-

-

112,500

Monthly

5.76

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

50,621

-

-

50,621

Monthly

6.12

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

138,116

-

-

138,116

Monthly

5.02

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

94,445

-

-

94,445

Monthly

4.44

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

131,944

-

-

131,944

Monthly

4.42

96,711,590-8

Manantial  S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

297,505

-

-

297,505

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

208,100

-

-

208,100

Monthly

4.92

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

171,638

-

-

171,638

Monthly

4.73

96,711,590-8

Manantial  S.A.

Chile

76,645,030-K

Banco Itaú Corpbanca

Chile

CLP

245,098

-

-

245,098

Monthly

4.42

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,018,000-1

Scotiabank Chile

Chile

CLP

2,000,000

-

-

2,000,000

At maturity

4.50

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

400,000

-

-

400,000

At maturity

4.68

96,981,310-6

Cervecería Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

1,378,183

-

-

1,378,183

Monthly

5.02

99,586,280-8

Compañía Pisquera de Chile S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

16,000,000

-

16,000,000

At maturity

4.68

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco de la Nación Argentina

Argentina

ARS

748,377

-

-

748,377

Monthly

26.63

0-E

Compañía Industrial Cervecera S.A.

Argentina

0-E

Banco Galicia

Argentina

ARS

1,854,238

-

-

1,854,238

Quarterly

23.00

Sub-Total

 

 

 

 

 

18,136,349

55,750,482

-

73,886,831

 

 

Financial leases obligations

 

 

 

 

 

 

 

 

 

 

 

76,077,848-6

Cervecera Belga de la Patagonia S.A.

Chile

97,015,000-5

Banco Santander

Chile

UF

-

6,991

-

6,991

Monthly

6.27

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

99,012,000-5

Consorcio Nacional  de Seguros S.A.

Chile

UF

136,371

156,348

17,329,787

17,622,506

Monthly

7.07

0-E

Finca La Celia S.A.

Argentina

0-E

Banco Supervielle

Argentina

ARS

8,792

-

-

8,792

Monthly

17.00

Sub-Total

 

 

 

 

 

145,163

163,339

17,329,787

17,638,289

 

 

(*) SeeNote 5 non-discounted contractual cash flows.

F-94


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

 

 

 

 

 

 

Maturity (*)

 

 

 

Debtor Tax ID

Company

Debtor country

Registration

ID No. Instrument

Creditor country

Currency

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

Type of amortization

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

 

(%)

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

90,413,000-1

Compañía Cervecerías Unidas S.A.

Chile

Bond E

388 10/18/2004

Chile

UF

5,327,846

5,359,626

5,359,627

16,047,099

Semiannual

4.00

90,413,000-1

Compañía Cervecerías Unidas S.A. (1)

Chile

Bond H

573 03/23/2009

Chile

UF

7,258,889

9,702,632

36,467,992

53,429,513

Semiannual

4.25

Sub-Total

 

 

 

 

 

12,586,735

15,062,258

41,827,619

69,476,612

 

 

(1)This obligation is hedged by a Cross Currency Interest Rate Swap agreement(Note 7 – Financial instruments).

(*) SeeNote 5 – Risk administration non-discounted contractual cash flows.

Details of the fair value of bank borrowings, financial leases obligations and bonds payable are described inNote 67.

 

The effective interest rates of bond obligations are as follows:

 

Bonds Serie A                                     3.96%

Bonds Serie E                                     4.52%

Bonds Serie H                                    4.26%

Bonds Serie I                                      3.18%

Bonds Serie E4.51%
Bonds Serie H4.27%
Bonds Serie J2.89%

 

The debtsDebts and financial liabilities are stated in several currencies and they accrue fixed and variable interest rates. The details of suchThese obligations classified as perby currency and interest type (excluding the effect of cross currency interest rate swap agreements) are detailed as follows:

 

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

Fixed Interest

 Rate

Variable Interest

Rate

Fixed Interest

Rate

Variable Interest

Rate

Fixed Interest Rate

Variable Interest Rate

Fixed Interest Rate

Variable Interest Rate

ThCh$

ThCh$

ThCh$

ThCh$

US Dollar

686,276

15,940,220

1,557,305

13,690,987

17,333,622

8,070,339

6,102,155

4,843,243

Chilean Pesos

25,840,175

-

21,537,298

-

65,221,552

-

65,836,938

-

Argentine Pesos

17,146,915

4,266,388

42,866,462

-

Argentinean Pesos

3,357,467

505,919

8,987,505

1,717,599

Unidades de Fomento

102,191,574

-

101,169,041

-

167,823,319

-

100,928,433

-

Euros

-

-

4,590,673

-

Uruguayan Pesos

-

-

1,740,967

-

UYI

2,046,650

-

-

-

UI

1,308,837

-

692,326

-

Total

147,911,590

20,206,608

173,461,746

13,690,987

262,059,336

8,576,258

182,547,357

6,560,842

 

The terms and conditions of the main interest accruing obligations as of December 31, 2015, were2018, are detailed as follows:

 

A)   Bank Borrowings

 

Banco Estado – Bank Loans

 

a)

OnJuly 27, 2012, the subsidiary Compañía Pisquera Chile S.A. (CPCh) signed a bank loan with the Banco del Estado de Chile for a total of ThCh$ 16,000,000, for a period of 5 years, with maturity on July 27, 2017.

a) On July 27, 2012, the subsidiary Compañía Pisquera Chile S.A. (CPCh) signed a bank loan with the Banco Estado for a total of ThCh$ 16,000,000, for a period of 5 years, with maturity on July 27, 2017.

This loan accrues interest at an annual fixed rate of 6.86% and an effective rate of 7.17%. The Company amortized interest semi-annually, and the capital amortization consists of a single payment at the end of the established term.

On July 27, 2017 this loan was renewed for 5 years, with maturity on July 27, 2022. This loan accrues interest at an annual fixed rate of 4.68%. The Company amortized interest semi-annually, and the capital amortization consists of a single payment at the end of the established term

This obligation is subject to certain reporting obligations in addition to complying with the following financial ratios,which will be measured on the half-yearly financial statements of CPCh:

-

Maintain a Financial Expense Coverage not less than 3, calculated as the relationship between Gross Margin less Marketing costs, Distribution and Administration expenses, plus Other income by function, less Other expenses by function, plus Depreciation and Amortization, divided by Financial costs.

-

Maintain a debt ratio of no more than 3, measured as Total liabilities divided by Equity.

-

Maintain an Equity higher than UF 770,000.

 

This loan accrues interest at an annual fixed rate of 6.86% and an effective rate of 7.17%. The Company amortizes interest semi-annually, and the capital amortization consists of a single payment at the end of the established term.

This obligation is subject to certain reporting obligations in addition to complying with the following financial ratios,F-which will be measured on the half-yearly financial statements of CPCh:95


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

(a)Maintain a Financial Expense Coverage not less than 3, calculated as the relationship between Gross Margin less Marketing costs, Distribution and Administration expenses, plus Other income by function, less Other expenses by function, plus Depreciation and Amortization, divided by Financial costs.

(b)Maintain a debt ratio of no more than 2.5, measured as Total liabilities divided by Equity.

(c)Maintain an Equity higher than UF 770,000.

In addition, this loan obliges CPCh to comply with certain restrictions of affirmative nature, including maintaining insurance, maintaining the ownership of essential assets, and also to comply with certain restrictions, such as not to pledge, mortgage or grant any kind of encumbrance or real right over any fixed asset with an individual accounting value higher than UF 10,000, except under the terms established by the agreement, among other.

 

As of December 31, 2015,2018, the Company was in compliance with the financial covenants and specific requirements of this loan.

 


b)Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

b)   On April 25, 2012, the subsidiary CompañíCervecería Cervecera Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 500,000, at a fixed interest rate; maturing on April 25, 2013. 2013, the date on which it was renewed, maturing on April 25, 2014.

The subsidiary amortizes interest and capital in a single payment at the end of the established term.

Subsequently this loan was renewed for one year, maturing on April 25, 2014. It was renewed for one year, maturing on April 25, 2015. Subsequently this loan was renewed for one year, maturing on April 27, 2016.

 

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

 

      On April 25, 2014 it27, 2016, this loan was renewed for one year, maturing on April 25, 2015.paid.

 

      On April 24, 2015 it was renewed for one year, maturing on April 27, 2016.

c)On April 25, 2013, the subsidiary CompañíCervecería Cervecera Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 600,000, at a fixed interest rate; maturing on April 25, 2014.

The subsidiary amortizes interest and capital in a single payment at the end of the established term.

It was renewed for one year, maturing on April 25, 2015. Subsequently this loan was renewed for one year, maturing on April 27, 2016.

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

      On April 25, 2014 it was renewed for one year, maturing on April 25, 2015.

      On April 24, 2015 it was renewed for one year, maturing on April 27, 2016.

d)On April 23, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado for a total of ThCh$ 3,000,000, maturing on July 19, 2012.

      On July 19, 2012 the previous loan was renewed for a period of 71 days, maturing on September 28, 2012. Subsequently, on the same time this loan was renewed for a period of 84 days, maturing on December 21, 2012. On December 21, 2012, this loan was renewed for 60 days, maturing on February 19, 2013, renewed again for 94 days, maturing on May 24, 2013.

This loan accrued interest at an annual rate. The subsidiary amortized interest and capital amortization consists of a single payment at the end of the established term.

On May 24, 2013, this loan was paid.

e)   On July 19, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado for a total of ThCh$ 1,000,000, maturing on September 28, 2012. Subsequently this loan was renewed for a period of 84 days, maturing on December 21, 2012. It was renewed for 60 days, maturing in February 19, 2013, renewed again for 94 days, maturing on May 24, 2013.

     This loan accrued a fixed interest at an annual rate. The subsidiary amortized interest and capital amortization consists of a single payment at the end of the established term.

      On May 24, 2013, this loan was paid.

f)    On June 16, 2014, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado for a total of 6,200,000 euros, maturing on June 16, 2015.

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

On June 17, 2015, payment of the loan was made.

g)On October 15, 2014, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado for a total of UF 380,000, maturing on October 15, 2019.

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.

h)On December 3, 2014, the subsidiary Compañía Cervecera Kunstmann S.A. signed a bank loan with Banco Estado for a total of ThCh$ 1,300,000, maturing on March 31, 2015.

 

This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

 

On May 29, 2015 theApril 27, 2016, this loan was renewed for a term of 3 months, maturing on July 28, 2015.paid.

 

d)   On July 17, 2015, payment of the loan was made.

Banco de Chile – Bank Loans

a) On July 11, 2011,October 15, 2014, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of US$ 4,436,100,UF 380,000, maturing on July 11, 2016.October 15, 2019.

 

    This loan accrues interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

    This debt was changed to Euros and a fixed interest rate through a currency US$-Euro and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies seeNote 5 and 6.

b) On July 7, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of US$ 10,000,000, maturing on July 7, 2016.

    This loan accrues interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

    The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company`s hedge strategies seeNote 5 and6.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

   The aforementioned loans oblige the Company to comply with the same covenants as the Series A Bond as indicated in letter D)Restrictions in this Note.

c) On April 24, 2014, the subsidiary Compañía Cervecera Kunstmann S.A. signed a bank loan with Banco de Chile for a total of ThCh$ 1,000,000, maturing on April 24, 2015.

    This loan accrued interest at an annual rate. The subsidiary amortizes interest and capital consists of a single payment at the end of the established term.

    On April 24, 2015 the loan was renewed for a term of 1 year, maturing on April 21, 2016.

d) On April 24, 2015, the subsidiary Compañía Cervecera Kunstmann SA He signed a bank loan with Banco de Chile for a total of ThCh$ 600,000 for a period of three months expiring on July 24, 2015.

This loan bears interest at a fixed interest rate. The subsidiary pays the interest and principal in a single payment at the end of the deadline.

On July 24, 2015, payment of the loan was made.

Banco Scotiabank – Bank Loans

a)   On June 21, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of US$ 3,897,940, maturing on June 20, 2013.

      This loan accrued interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortized interest quarterly and capital amortization consists of a single payment at the end of the established term.

      This debt was changed to Euros and a fixed interest rate through a currency US$-Euro and interest rate swap agreements (Cross Currency Interest Rate Swap).  For details of the Company`s hedge strategies seeNote 5 and 6.

      On June 20, 2013, this loan was paid.

b)   On June 21, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of US$ 11,000,000, maturing on June 21, 2013.

      This loan accrued interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortized interest semi-annually and capital amortization consists of a single payment at the end of the established term.

      On June 21, 2013, this loan was paid.

c)  On June 21, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of US$ 8,000,000, maturing on June 22, 2015.

      This loan accrues interest at a compound floating rate Libor plus 90 days plus a fixed margin. The subsidiary amortizes interest quarterly and capital amortization consists of a single payment at the end of the established term.

      The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company`s hedge strategies seeNote 5 and 6.

On June 22, 2015, payment of the loan was made.

d)   On September 4, 2014, the subsidiary Compañía Cervecera Kunstmann S.A. signed a bank loan with Banco Scotiabank for a total of US$ 638,674, maturing on September 4, 2016.

This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.

 

e)On July 15, 2015, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 4,000,000, at a fixed interest rate maturing on July 14, 2020.

The subsidiary amortizes interest and capital monthly until the end of the established term.

This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

f)On May 26, 2016, the subsidiary Aguas CCU-Nestlé Chile S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 5,300,000, at a fixed interest rate, maturing on November 22, 2016.

The subsidiary amortizes interest and capital of a single payment at the end of the established term.

On November 22, 2016,this loan was paid.

F-96



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

eg)On April 13, 2017, Compañía Cervecerías Unidas S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 40,000,000, at a fixed interest rate, maturing on April 13, 2022.

The Company amortizes interest semi-annually, and the capital amortization consists in a single payment at the end of the established term.

This obligation is subject to certain reporting obligations in addition to complying with the following financial ratios:

a.Maintain at the end of each semester an indebtedness ratio measured over the consolidated financial statements not higher than 1.5, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. The Total Adjusted Liabilities are defined as Total Consolidated Liabilities less Dividends provisioned, according to policy included in the Statement of Changes in Equity, plus the amount of all guarantees issued by the Company and its subsidiaries that are cautioned by real guarantees, except as noted in the contract. Total Adjusted Equity is defined as Total Equity plus Dividends provisioned account, according to policy included in the Statement of Changes in Equity.

b.Maintain a Financial Expense Coverage measured at the end of each semester and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted ORBDA1 and Finance Costs account. Adjusted ORBDA means ORBDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the costs and expenses.

c.Maintain at the end of each semester, assets free of liens for an amount equal to at least 1.2, defined as the ratio of Total Assets free of lien and Finance Debt free of lien. Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Finance Debt free of lien are defined as the sum of Bank loan, Bonds payable and Lease obligations contained under Note Other financial liabilities.

d.Maintain at the end of each semester a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity.

e.To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Ltda. and Embotelladoras Chilenas Unidas S.A.

f.Maintain a nominal installed capacity for the production manufacturing of beer and soft drinks, equal or higher altogether than 15.9 million hectolitres a year.

g.To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

As of December 31, 2018, the Company was in compliance with the financial covenants required for this loan.

h)On July 3, 2017, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of US$ 8,000,000, at a fixed interest rate, maturing on July 3, 2018.

The subsidiary amortizes interest monthly, and capital amortization consists in a single payment at the end of the established term.

On July 3, 2018,this loan was paid.

i)On April 23, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of US$ 8,000,000, at a fixed interest rate, maturing on April 23, 2019.

The subsidiary amortizes interest and capital amortization consists in a single payment at the end of the established term.


1ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.

F97


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

j)On April 17, 2018, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 1,000,000, at a fixed interest rate, maturing on April 17, 2019.

The subsidiary amortizes interest and capital amortization consists in a single payment at the end of the established term.

k)On April 26, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 3,500,000, at a fixed interest rate, maturing on May 25, 2018.

      On May 25, 2018 the loan was renewed, maturing on July 3, 2018.

The subsidiary amortizes interest and capital amortization consists in a single payment at the end of the established term.

On July 3, 2018,this loan was paid.

Banco de Chile – Bank Loans

a)

On July 11, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of US$ 4,436,100. It accrues interest at a compound floating rate Libor at 180 days plus a fixed margin, maturing on July 11, 2016.

The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

This debt was changed to Euros and a fixed interest rate through a currency US$-Euro and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies seeNote 5 – Risk administrationandNote 7 – Financial instruments.

On July 11, 2016,this loan was paid.

b)

On July 7, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of US$ 10,000,000. It accrues interest at a compound floating rate Libor at 180 days plus a fixed margin, maturing on July 7, 2016.

The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company`s hedge strategies seeNote 5 – Risk administrationandNote 7 – Financial instruments.

On July 7, 2016,this loan was paid.

c)

On July 7, 2016, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of ThCh$ 7,271,000, at a fixed interest rate, maturing on July 3, 2017.

The subsidiary amortizes interest and capital consists in a single payment at the end of the established term.

This debt was changed to US$ and a fixed interest rate through a currency CLP-US$ and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies seeNote 5 – Risk administrationandNote 7 – Financial instruments.

On July 3, 2017,this loan was paid.

d)

On April 24, 2014, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco de Chile for a total of ThCh$ 1,000,000, at a fixed interest rate, maturing on April 24, 2015.

F-98


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The subsidiary amortizes interest and capital consists in a single payment at the end of the established term.

On April 24, 2015 the loan was renewed for a term of 1 year, maturing on April 21, 2016.

On April 22, 2016,this loan was paid.


e)

On April 20, 2016, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco de Chile for a total of ThCh$ 2,000,000, at a fixed interest rate, maturing on April 20, 2018.

The subsidiary amortizes interest and capital consists in a single payment at the end of the established term.

On April 20, 2018, the loan was renewed, maturing on July 19, 2018.

On July 19, 2018, the loan was renewed, maturing on July 19, 2021.

f)

On August 25, 2016, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco de Chile for a total of ThCh$ 400,000, at a fixed interest rate, maturing on August 24, 2018.

The subsidiary amortizes interest and capital consists in a single payment at the end of the established term.

On August 24, 2018, the loan was renewed, maturing on August 24, 2020.

Scotiabank Chile – Bank Loans

a)On September 4, 2014, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Scotiabank Chile for a total of US$ 638,674, at a fixed interest rate, maturing on September 4, 2016.

The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.

On August 24, 2016, this loan was paid.

b)On June 17, 2015, the subsidiary Viña San Pedro Tarapacá S.A. it signed a bank loan with Scotiabank Chile for a total of US$ 7,871,500,7,871,500. It accrues interest at a compound floating rate Libor at 90 days plus a fixed margin, with a term of three years maturing on June 18, 2018.

 

This loan bears interest at a floating interest rate composed dollar Libor at 90 days plus a fixed margin. The companysubsidiary pays quarterly interest and amortization of capital consists of a single payment at the end of the deadline.

 

The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company`sCompany’s hedge strategies seeNote 5 – Risk aministrationand6Note 7 – Financial instruments.

 

The aforementioned loans oblige the Company to comply with the covenants indicated in letter D) Restriction in On June 18, 2018,this Note.loan was paid.

 

f)   c)On June 18, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Scotiabank Chile for a total of US$ 11,600,000, It accrues interest at a compound floating rate Libor at 90 days plus a fixed margin, with a term of three years maturing on June 18, 2021.

The subsidiary pays quarterly interest and amortization of capital consists of a single payment at the end of the deadline.

The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company’s hedge strategies seeNote 5 – Risk aministrationand Note 7 – Financial instruments.

d)On April 24, 2015, the subsidiary CompañíCervecería Cervecera Kunstmann SA HeS.A. signed a bank loan with Scotiabank Chile for a total of US $ThCh$ 1,000,000, at a fixed interest rate, with a term of one year expiring atmaturity on April 22, 2016.

F-99


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The subsidiary amortizes interest semi-annually and capital amortization consists in a single payment at the end of the established term.

On June 22, 2016, this loan was paid.

e)

On April 20, 2016, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Scotiabank Chile for a total of ThCh$ 2,000,000, at a fixed interest rate, with a term of one year maturity on April 20, 2017.

The subsidiary amortizes interest semi-annually and capital amortization consists in a single payment at the end of the established term.

On April 20, 2017 the loan was renewed for a term of 2 years, maturing on April 20, 2019.

f)

On July 3, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Scotiabank Chile for a total of US$ 15,000,000, at a fixed interest rate, with a term of three years maturing on July 3, 2019.

The subsidiary amortizes interest and capital in a single payment at the end of the established term.

Scotiabank Azul Chile (Former Banco BBVA Chile) – Bank Loans

a)

On January 29, 2018, Compañía Cervecerías Unidas S.A. signed a bank loan with Scotiabank Azul Chile for a total of ThCh$ 60,000,000, at a fixed interest rate, maturing on May 29, 2018.

The Company amortizes interest monthly and capital consists in a single payment at the end of the established term.

On May 29, 2018, the loan was renewed, maturing on July 27, 2018.

On July 27, 2018, the loan was renewed, maturing on August 24, 2018.

On August 24, 2018,this loan was paid.

b)

On July 3, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Scotiabank Azul Chile for a total of ThCh$ 4,500,000, at a fixed interest rate, maturing on December 3, 2018.

The Company amortizes interest and capital consists in a single payment at the end of the established term.

On December 3, 2018,this loan was paid.

Banco Consorcio – Bank Loans

a)

On May 17, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Consorcio for a total of ThCh$ 6,000,000, at a fixed interest rate, maturing on July 3, 2018.

The Company amortizes interest monthly and capital consists in a single payment at the end of the established term.

On July 3, 2018,this loan was paid.

Banco BBVA Francés S.A. – Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

a)

On June 18, 2014, the subsidiary CICSA signed a bank loan with BBVA Bank for a total of 90 million argentinean pesos, maturing on November 18, 2017.

This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization quarterly.

On November 18, 2017, this loan was paid.

F-100


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Banco de la Nación Argentina – Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

a) On December 28, 2012, CICSA signed a bank loan for a total of 140 million of argentinean pesos for a period of 7 years, maturing on November 26, 2019, and whose loan is delivered in two stages, where the first was carried out on December 28, 2012, for a total of 56 million argentinean pesos and the second on June 28, 2013, for a total of 84 million of Argentinean pesos.

This loan accrues interest at an annual rate of 15% fixed by first 36 months.Having completed that term, accrues interest at a compound floating rate BADLAR in pesos plus a fixed spread of 400 basis points and to this effect will be taken BADLAR rate published by the Central Bank of the Republic of Argentina, corresponding to five working days prior to the start of the period, subject to the condition that does not exceed the lending rate of portfolio general of Banco de la Nación Argentina, in whose case shall apply this. Interest will be paid monthly.

      The subsidiary amortizes capital in 74 consecutive and equal, once the grace period of 10 months from the date of disbursement.

This loan is guaranteed by CCU S.A., through a Stand By issued by the Banco del Estado de Chile to Banco de la Nación Argentina (seeNote 34 – Contingencies and commitments).

b)On April 20, 2015, the subsidiary CICSA signed a bank loan for a total of 24 million of argentinean pesos, maturing on April 4, 2018.

      This loan accrues interestat a compound floating rate BADLAR in pesos plus a fixed spread of 500 basis points and subject to the condition that does not exceed the lending rate of portfolio general of Banco de la Nación Argentina, in whose case shall apply this. Interest will be paid monthly.

      The subsidiary amortizes capital in 30 monthly, once the grace period of 6 months from de date of disbursement.

      On April 4, 2018,this loan was paid.

c)  On May 26, 2017, the subsidiary CICSAsigned a bank loan for a total of 60 million of argentinean pesos, maturing on May 22, 2018.

 

This loan accrues a fixed interest at an annual rate.rate of 20%. The subsidiary amortizes monthly interest semi-annuallyand and capital amortization consists of a single payment at the end of the established term.

 

Banco Santander Chile – Bank Loans

a)   On June 17, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Santander Chile for a total of US$ 8,000,000, maturing on June 17, 2014.

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

      On June 17, 2014, May 22, 2018,this loan was paid.

 

b)   On June 17, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Santander Chile for a total of 6,200,000 Euros, maturing on June 17, 2014.

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

      On June 17, 2014, this loan was paid.

BBVA Banco Francés S.A.; HSBC Bank Argentina S.A.; Banco de Galicia y Buenos Aires S.A.; La Sucursal de Citibank NA established in Argentinian Republic; Banco de La Provincia de Buenos AiresSantander Río S.A. – Syndicated Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

 

On October 5, 2012,April 20, 2015, the subsidiary CICSA signed a syndicated bank loan for a total of 187.5150 million Argentine Pesos,argentinean pesos, maturing on October 5, 2015.April 20, 2018.

On September 15, 2016 the subsidiary signed an addendum to the original contract in order to increase the loan capital to 183.33 million argentinean pesos, modify the interest rate, the maturity and schedule of repayment of capital and dates of payment, being the new maturity on September 15, 2019.

On July 14, 2017, the subsidiary signed a new addendum to the original contract in order to modify the interest rate to fixed interest at an annual nominal rate of 23%. The rest of the conditions remained unchanged.

 

The proportional participation of banks lenders is as follows:

 

a)BBVA Bank French S.A., with 55 million Argentine Pesos of pro rata participation.

b)Banco de la Provincia de Buenos Aires, with 54 million Argentine Pesos.

c)HSBC Bank Argentina S.A., with 43.5 million Argentine Pesos of pro rata participation.

d)(a) Banco de Galicia y Buenos Aires S.A., with 2091.66 million Argentine Pesosargentinean pesos of pro rata participation.

(b)Banco Santander Río, with 91.66 million argentinean pesos of pro rata participation.

e)Citibank NA established in Argentinian Republic, with 15 million Argentine Pesos of pro rata participation.

 

This loan accrues interest at an annual rate fixed of 15.01% 23%whose payment is madewill make monthly. The subsidiary amortizesCICSA amortised capital in 924 consecutive and equal quarterly quotes,variable monthly installments, once completed the 12-month grace period of 12 months from the date of disbursement.signature of the addendum.

 

F-101



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

 

This loan obliges the subsidiary to meet specific requirements and financial covenants related to their Consolidated Financial Statements, which according to agreement of the parties are as follows:

 

a)a.  Maintain a capability of repayment measure at the end of each quarter less than or equal to 3, calculated as the financial debt over Adjusted EBITDAORBDA12.Adjusted EBITDA means EBITDA.AdjustedORBDA meansORBDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: Operating result before Interest, Income taxes, Depreciation and Amortization for the period of 12 months immediately prior to the date of calculation.

 

b)b.  Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 2.5, calculated as the ratio of Adjusted EBITDAAdjustedORBDA (as defined in paragraph (a)) and Financial Costs account.

 

c)c.  Maintain at the end of each quarter an indebtedness ratio not higher than 1.5, defined as the ratio Financial Liabilities over the Equity  meaning the Equity at the time of calculation, as it arises from their Financial Statements and in accordance with generally accepted accounting principles in the Argentinian Republic.Republic of Argentina.

 

d)d.  Maintain at the end of each quarter a minimum Equity of 600 million of Argentine Pesos.argentinean pesos.

 

As of December 31, 2015,2018, the Company was in compliance with the financial covenants and specific requirements of this loan.

 

Banco de la Nación ArgentinaMercantil Santa Cruz S.A. – Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)loans

 

a)On December 28, 2012, CICSA signedJune 26, 2017, the subsidiary Bebidas Bolivianas BBO S.A.signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of 140 million of Argentine pesos for68,877,500 Bolivian, at a period of 7 years,fixed interest rate, maturing on November 26,May 1, 2027.

The subsidiary amortizes quarterly interest and and capital amortization begins on September 10, 2019 and whosein a quarterly basis.

b)  On December 18, 2017,the subsidiary Bebidas Bolivianas BBO S.A.signed a bank loan is delivered in two stages, where the first was carried out on December 28, 2012,with Banco Mercantil Santa Cruz S.A. for a total of 56 million argentine pesos and the second on June 28, 2013, for a total of 84 million of Argentine pesos.

      This loan accrues interest at an annual rate of 15% fixed by first 36 months.Having completed that term, accrues interest6,860,000 Bolivian, at a compound floatingfixed interest rate, BADLAR in pesos plus a fixed spread of 400 basis points and to this effect will be taken BADLAR rate published by the Central Bank of the Argentina Republic, corresponding to five working days prior to the start of the period, subject to the condition that does not exceed the lending rate of portfolio general of Banco de la Nación Argentina, in whose case shall apply this.maturing on December 13, 2018.

 

      The subsidiary amortizes interest and capital in 74 consecutive and equal, once the grace period of 10 months from the date of disbursement.quarterly.

 

      This      On September 14, 2018, the loan is guaranteed by CCU S.A., through a Stand By issued by the Banco Estado de Chile in favor of Banco de la Nación Argentina (seeNote 35).was paid.

 

b)c)  On April 20, 2015, May 14, 2018,the subsidiary CICSA signedBebidas Bolivianas BBO S.A.signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of 24 million of argentine pesos,6,860,000 Bolivian, at a fixed interest rate, maturing on April 4, 2018.May 9, 2019.

 

      This loan accrues interestat a compound floating rate BADLAR in pesos plus a fixed spread of 500 basis points and subject to the condition that does not exceed the lending rate of portfolio general of Banco de la Nación Argentina, in whose case shall apply this.

The subsidiary amortizes interest and capital in 30 monthly, once the grace period of 6 months from de date of disbursement.quarterly.

 

      ThisOn September 27, 2018, the loan is guaranteed by CCU S.A., through a Stand By issued by the Banco Estado de Chile (seeNote 35).was paid.

 

c)d)  On June 26, 2015, 22, 2018,the subsidiary CICSA signedBebidas Bolivianas BBO S.A.signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of 30 million of argentine pesos,6,180,400 Bolivian, at a fixed interest rate, maturing on December 26, 2015.13, 2019.

 

      This loan accrues a fixed interest at an annual rate of 23%. The subsidiary amortizes monthly interest and capital quarterly.

On September 20, 2018, the capital amortization in 6 monthly.loan was paid.

 


21EBITDA (Earnings Before Interest, Taxes,ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization).Amortization.

F-102



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Banco BBVA Francés S.A. – Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

On June 18, 2014, the subsidiary CICSA signed a bank loan with BBVA Bank for a total of 90 million argentine pesos, maturing on June 19, 2017.

This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization quarterly.

Banco de Galicia y Buenos Aires S.A.; Banco Santander Río S.A.; – Syndicated Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

On April 20, 2015, the subsidiary CICSA signed a syndicated bank loan for a total of 150 million argentine pesos, maturing on April 20, 2018.

The proportional participation of banks lenders is as follows:

(a) Banco de Galicia y Buenos Aires S.A., with 75 million argentine pesos of pro rata participation.

(b)Banco Santander Río, with 75 million argentine pesos of pro rata participation.

This loan accrues interest at an annual rate of 29.4% fixed by first 12 months and thereafteraccrues interest at a compound floating rate BADLAR in pesos plus a fixed spread of 360 basis points and the payments will be quarterly. The capital amortization will payment in 9 quarterly,once the grace period of 12 months from de date of disbursement.

This loan obliges the subsidiary to meet specific requirements and financial covenants related to their Consolidated Financial Statements, which according to agreement of the parties are as follows:

a)Maintain a capability of repayment measure at the end of each quarter less than or equal to 3, calculated as the financial debt over Adjusted EBITDA2.Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: Operating result before Interest, Income taxes, Depreciation and Amortization for the period of 12 months immediately prior to the date of calculation.

b)Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 2.5, calculated as the ratio of Adjusted EBITDA (as defined in paragraph (a)) and Financial Costs account.

c)Maintain at the end of each quarter an indebtedness ratio not higher than 1.5, defined as the ratio Financial Liabilities over the Equity  meaning the Equity at the time of calculation, as it arises from their Financial Statements and in accordance with generally accepted accounting principles in the Argentinian Republic.

d)Maintain at the end of each quarter a minimum Equity of 600 million of Argentine Pesos.

As of December 31, 2015, the Company was in compliance with the financial covenants and specific requirements of this loan.


2EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization).


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

B)   Financial Lease Obligations

 

The most significant financial lease agreements are as follows:

 

CCU S.A.

 

In December, 2004, the Company sold a piece of land previously classified as investment property. As part of the transaction, the Company leased eleven floors of a building under construction on the mentioned piece of land.

 

The building was completed during 2007, and on June 28, 2007, the Company entered into a 25-years lease agreement with Compañía de Seguros de Vida Consorcio Nacional de Seguros S.A., for a total amount of UF 688,635.63, with an annual interest rate of 7.07%. The current value of the agreement amounted to ThCh$ 10,403,632 as of December 31, 2007. The agreement also grants CCU the right or option to acquire the assets contained in the agreement (real estate, furniture and facilities) as from month 68 of the lease. The lease rentals committed are according to the conditions prevailing in the market. For Chilean GAAP purposes, in

In 2004 the Company recognized a ThCh$ 3,108,950 gain for the building portion not leased by the Company, and a ThCh$ 2,276,677 liability deferred through completion of the building, when the Company recorded the transaction as financial lease.

 

On February 28, 2018, the Company carries out an amendment to the contract with Compañía Cervecera Kunstmannde Seguros de Vida Consorcio Nacional de Seguros S.A., Manantial S.A.recording a balance debt of UF 608,375, with 3.95% annual interest and maturity on February 5, 2048.

Subsidiary Finca La Celia S.A.:

Other lease agreements are as follows:

 

Type

Institution

Contract Date

Currency

ThCh$

Number of quotas

Anual Interest

%

Purchase option (UF)

Compañía Cervecera Kunstmann S.A.

Production Plant

Banco de Chile

19-04-05

UF

20,489

168

8.30%

302

Land Lote 2 C

Banco de Chile

26-06-07

UF

7,716

121

5.80%

85

Land Lote 2 D

Banco de Chile

25-03-08

UF

15,000

97

4.30%

183

Land Lote 13F1

Banco Estado

10-10-12

UF

22,341

72

4.33%

348

Manantial S.A.

Dispensers

Banco de Crédito e Inversiones

04-01-12

UF

4,275

37

5.06%

116

Dispensers

Banco de Chile

05-12-11

UF

1,073

37

5.98%

311

Vehicles

Banco de Chile

27-08-12

UF

1,265

25

12.63%

51

Vehicles

Banco Estado

15-09-11

UF

5,342

25

14.01%

208

Computers

Banco Security

23-08-11

UF

2,387

37

6.99%

65

Dispensers

Banco Security

09-08-11

UF

20,845

37

6.62%

563

Finca La Celia S.A.

Automotor

Banco Supervielle

10-06-14

$ARG

10,814

45

17.50%

6,250

 

 

 

 

 

 

 

 

Type

Institution

Contract Date

Currency type or reset unit

Amount

Number of quotas

Anual Interest (%)

Contract (Thousands)

Purchase option (UF)

Automotor

Banco Supervielle - Argentina

06-07-2017

ARS

 9,963

 398

36

 17.00

 

 

 

 

 

 

 

 

 

The following is a detailAs of December 31, 2018 future payments and the current value of the financialfinance lease obligations are detailed as ofDecember 31, 2015:follows:

 

Lease Minimum Future Payments

As of December 31, 2015

As of December 31, 2018

Gross Amount

Interest

Current Value

Gross Amount

Interest

Value

ThCh$

ThCh$

ThCh$

Less than one years

1,505,697

1,184,281

321,416

Between one and five year

5,148,941

4,538,956

609,985

Over five years

28,871,228

12,242,755

16,628,473

0 to 3 months

241,724

151,208

90,516

3 months to 1 year

725,183

449,727

275,456

Over 1 year to 3 years

1,911,683

1,162,200

749,483

Over 3 years to 5 years

1,909,956

1,108,584

801,372

Over 5 years

23,078,634

7,083,327

15,995,307

Total

35,525,866

17,965,992

17,559,874

27,867,180

9,955,046

17,912,134

 

F-103



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

C)   Bonds Payable

 

Series A Bonds – Subsidiary Viña San Pedro Tarapacá S.A.

On June 13, 2005, the subsidiary Viña San Pedro Tarapacá S.A. recorded in the Securities Record a bond issue for a total UF 1,500,000 at a 20-years term maturing on July 15, 2025. Such issue was placed in the local market on July 20, 2005, with a premium amounting to ThCh$ 227,378. This obligation accrues interest at a fixed annual rate of 3.8% and amortizes interest and capital semi-annually.

On December 17, 2010, took place the Board of Bondholders Serie A, which decided to modify the issued Contract of such bonds in order to update certain references and adapt it to the new IFRS accounting standards. The amendment of the issued Contract is dated December 21, 2010 and has the repertory No. 35739-2010 in the Notary of Ricardo San Martín Urrejola. Because of these changes, the commitment of this subsidiary is to comply with certain financial ratios that will be calculated only on the Consolidated Financial Statements. These financial ratios and other conditions are describe in letter D).

On July 21, 2011 the subsidiary made a partial prepayment for 750 Series A Bonds (of the 1,500 issued) equivalent to
UF 513,750, according to Section Twelve of Clause Four for the Issue Contract Bond issued by public deed dated April 28, 2005. Additionally, the subsidiary recognized in the Consolidated Income Statement of that date an expenditure of
ThCh$ 103,735, for expenses associated with the issuance of this debt.

On November 7, 2014, the subsidiary made a total prepayment for Series A Bonus for an amount of ThCh$ 9,778,759 and recognized in the Consolidated Income Statement of that date an expenditure of ThCh$ 117,200.

At the time of this total prepayment, the subsidiary was in compliance with the financial covenants required for this public issue detailed in letter D).

Series E Bonds – CCU S.A.

 

On October 18, 2004, under number 388 the Company recorded in the Securities Record the issue of 20-year term public bonds for a total UF 2,000,000 maturing on December 1, 2024. This issue was placed in the local market on December 1, 2004, with a discount amounting to ThCh$ 897,857. This obligation accrues interests at a fixed annual rate of 4.0%, and it amortizes interest and capital semi-annually.

 

On December 17, 2010, took place the Board of Bondholders Serie E, which decided to modify the issued Contract of those bonds in order to update certain references and adapt it to the new IFRS accounting standards. The amendment of the issued Contract is dated December 21, 2010 and has the repertory No. 35738-2010 in the Notary of Ricardo San Martín Urrejola. Because of these changes, the commitment of the Company is to comply with certain financial ratios that will be calculated only on the Consolidated Financial Statements. These financial ratios and other conditions are as follows:

 

(a)a.  Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.5, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. Total Adjusted Liabilities is defined as Total Liabilities less Dividends provisioned, according to policy included in the Statement of Changes in Equity, plus the amount of all guarantees granted by the Issuer or its subsidiaries that are cautioned by real guarantees, except as noted in the contract.  Total Adjusted Equity is defined as Total Equity plus Dividends provisioned, according to policy included in the Statement of Changes in Equity.

 

(b)b.  Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDAORBDA3 and Financial Costs account. Adjusted EBITDAORBDA means EBITDAORBDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the costs and expenses.

 

(c)c.   Maintain at the end of each quarter, assets free of liens for an amount equal to at least 1.2, defined as the ratio of Total Assets free of lien and Total Adjusted Liabilities free of lien. Is defined as Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Total Adjusted Liabilities free of lien are defined as Total Liabilities less Dividends provisioned according to policy contained in the Statement of Changes in Equity.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

 

(d)d.  Maintain at the end of each quarter a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy contained in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.

 

(e)e.  To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Viña San Pedro Tarapacá S.A., except in the cases and under the terms established in the agreement.

 

(f)f.   To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

 

(g)g. Not to make investments in facilities issued by related parties, except in the cases and under the terms established in the agreement.

 

(h)h.  Neither sells nor transfer assets from the issuer and its subsidiaries representing over 25% of the assets total of the consolidated financial statements.

 

As ofDecember 31, 2015 and December 31, 2014,On October 8, 2018, the Company wasredeemed all of the Series E Bonds, before their scheduled maturity, in complianceaccordance with the financial covenants requiredprovisions of: the Fifth Clause No. 10 and other applicable terms of the Issuance Contract; General Standard No. 30 of the CMF; and the Securities Market Law. The bonds were redeemed, according to the value of the Unidad de Fomento on the day of the early redemption, at the value equivalent to the unpaid balance of the capital, plus interest accrued and not


3ORBDA, for this public issue.the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.

 

 

F-104


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

paid in the period comprised between the day following the expiration date of the last installment of interest paid and the date set for the redemption, amounting to a total of UF 659,199.6 (equivalent to ThCh$ 18,043,633).

Series H and I Bonds – CCU S.A.

 

On March 23, 2009, under number 573, the Company recorded in the Securities Record the issue of bonds Series H and I for a combined total of UF 52 million, with 5 and 21 years terms, respectively. Emissions of both series wereterms. Emission was placed in the local market on April 2, 2009.  The issuance of the Bond I was UF 3 million  with maturity on March 15, 2014, with a discount amounting to
ThCh$ 413,181, and accrues interest at an annual fixed rate of 3.0%, with amortize interest semi-annually and excluding the capital (bullet).  The issuance of the Bond H was UF 2 million  with maturity on March 15, 2030, with a discount amounting to ThCh$ 156,952, and accrues interest at an annual fixed rate of 4.25%, with amortizes interest and capital semi-annually.

 

By deed dated December 27, 2010 issued in the Notary of Ricardo San Martín Urrejola, under repertoires No. 36446-2010, and 36447-2010, were amended Issue Contract Series H, and I, respectively, in order to update certain references and to adapt to the new IFRS accounting rules.

 

The current issue was subscribed with Banco Santander Chile as representative of the bond holders and as paying bank, and it requires that the Company complies with the following financial covenants on its Consolidated Financial Statements and other specific requirements:

 

a.

(a)Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.5, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. The Total Adjusted Liabilities are defined as Total Liabilities less Dividends provisioned, according to policy included in the Statement of Changes in Equity, plus the amount of all guarantees, debts or obligations of third parties not within the liability and outside the Issuer or its subsidiaries that are cautioned by real guarantees granted by the Issuer or its subsidiaries. Total Adjusted Equity is defined as Total Equity plus Dividends provisioned account, according to policy included in the Statement of Changes in Equity.

b.

Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted ORBDA4and Financial Costs account. Adjusted ORBDA means ORBDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the cost and expenses.

c.

Maintain at the end of each quarter, assets free of liens for an amount equal to, at least, 1.2, defined as the ratio of Total Assets free of lien and Financial Debt free of lien. Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Financial Debt free of lien is defined as the sum of lines Bank Loans, Bonds payable and Finance lease obligations contained in Note Other financial liabilities of the Consolidated Financial Statements.

d.

Maintain at the end of each quarter a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.

e.

To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A.

f.

Maintain a nominal installed capacity for the production manufacturing of beer and soft drinks, equal or higher altogether than 15.9 million hectolitres a year, except in the cases and under the terms of the contract.

g.

To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

h.

Not to make investments in facilities issued by related parties, except in the cases and under the terms established in the agreement.


4ORBDA, for the Company purposes, is defined as Total Equity plus Dividends provisioned account, according to policy included in the Statement of Changes in Equity.Adjusted Operating Result before Depreciation and Amortization.

 

(b)Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDA and Financial Costs account. Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the cost and expenses.

 

(c)F-Maintain at the end of each quarter, assets free of liens for an amount equal to, at least, 1.2, defined as the ratio of Total Assets free of lien and Financial Debt free of lien. Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Financial Debt free of lien is defined as the sum of lines Bank Loans, Bonds payable and Finance lease obligations contained in Note Other financial liabilities of the Consolidated Financial Statements.105



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

(d)Maintain atThe inflationary risk associated to the endinterest rate in which this Bond H is exposed, is mitigated by the use of each quarter a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holderscross interest rate swap agreements (interest rate fixed). For details of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant Company’s hedge strategies seeNote 5 – Risk administrationand equipment to be performed by the Issuer.Note 7 – Finacial instruments.

 

(e)To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A.

(f)Maintain a nominal installed capacity for the production manufacturing of beer and soft drinks, equal or higher altogether than 15.9 million hectolitres a year, except in the cases and under the terms of the contract.

(g)To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

(h)Not to make investments in facilities issued by related parties, except in the cases and under the terms established in the agreement.

On March 17, 2014, the Company paid the total Serie I Bonds, equivalent UF 3,000,000.

As ofDecemberofDecember 31, 2015 and December 31, 2014,2018, the Company was in compliance with the financial covenants required for this public issue.

Series J Bonds – CCU S.A.

On June 28, 2018, CCU S.A. registered in the Securities Register, under the number 898, the issuance of its Series J Bond, bearer and dematerialized, for a total of UF 3 million with maturity on August 10, 2043. The Series J bonds will accrue on the unpaid capital expressed in Unidades de Fomento, an annual interest of 2.9%, compounded, due, calculated on the basis of equal semesters of 180 days, equivalent to 1.4396% semi-annual. Interest will accrue as of August 10, 2018, will be paid semiannually as of February 10, 2019 and the capital will be paid at the end of the bond term.

The issue was subscribed with Banco BICE as the representative of the bond holders and the payer bank and requires the Company to comply with the following financial indicators with respect to its Interim Consolidated Financial Statements and other specific requirements:  

a.

Maintain at the end of each quarter a level of consolidated net financial debt, reflected in each of its quarterly Consolidated Financial Statements, not greater than 1.5 times, defined as the ratio between Net Financial Debt and Total Adjusted Equity. The Net Financial Debt is defined as the difference between / x / the unpaid amount of the "Financial Debt", that is, the sum of the accounts, current and non-current, Bank loans, Obligations with the public and Obligations for financial leases , contained in the Note Other financial liabilities, and / and / the balance of the item Cash and cash equivalents. Total Adjusted Equity, which is defined as the sum of / x / Total Equity and / and / the sum of the accounts Interim Dividends, Dividends provisioned according to policy, as well as all other accounts related to the provision of dividends, contained in the Consolidated Statement of Changes in the Issuer's Equity.

b.

The Issuer must maintain a consolidated financial expense coverage of not less than three times, defined as the ratio between ORBDA and Financial Expenses. ORBDA5is the sum of the accounts Gross margin and Other income per function, minus the accounts Distribution expenses, Administrative expenses and Other expenses per function and plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature. Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of twelve consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the closing month of said Consolidated Financial Statements.

c.

Maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ 312,516,750. For these purposes, Adjusted Equity corresponds to the sum of / i / the Equity account attributable to the owners of the controlling entity in the Consolidated Statement of Financial Position, and / ii / the sum of the accounts Interim Dividends, Dividends provisioned according to policy, as well as all other accounts relating to the provision of dividends, contained in the Consolidated Statement of Changes in Equity.

d.

Maintain Lien-Free Assets for an amount equal to at least 1.2 times the unpaid amount of the Financial Debt without collateral. For these purposes, the assets and debts will be valued at book value. The following shall be understood: / a / Assets Free of Liens is the difference between / i / the Total Assets account in the Consolidated Statement of Financial Position, and / ii / the assets given as guarantees indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements; and / b / Financial Debt is defined in the Issuance Contract.

e.

Maintain, directly or indirectly, the ownership of more than fifty percent of the social rights and of the subscribed and paid shares, respectively, of: / a / Cervecera CCU Chile Limitada and / b / Embotelladoras Chilenas Unidas S.A.

f.

Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and / or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and / or through one or more Subsidiaries, a nominal installed capacity for the production, without distinction of Beers and / or Analcoholic Beverages and / or Nectars and / or Mineral and / or Packaged Waters, hereinafter the "Essential Businesses" ", Equal to and not inferior to, either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year.


5ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.

 

 

D) Restriction of subsidiary Viña San Pedro Tarapacá S.A.F-

The subsidiary Viña San Pedro Tarapacá S.A. mustcomply with certain financial ratios that will be calculated only on its Consolidated Financial Statements. These financial ratios and other conditions are as follows:106

(a)Control over subsidiaries representing at least 30% of the consolidated Adjusted EBITDA of the issuer. Adjusted EBITDA. Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded in the Note Nature of the costs and expenses.

(b)Not to enter into investments in instruments issued by related parties different from its subsidiaries.

(c)Neither sells nor transfers essential assets that jeopardize the continuance of its current purpose.

(d)Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.2, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. The Total Adjusted Liabilities is defined as Total Liabilities less Dividends provisioned, according to policy contained in the Statement of Changes in Equity, plus the amount of all guarantees, debts or obligations of third parties not within the liabilities and outside the Issuer or its subsidiaries that are cautioned by real guarantees granted by the Issuer or its subsidiaries. Total Adjusted Equity is defined as Total Equity plus Dividends provisioned, according to policy contained in the Statement of Changes in Equity.

(e)Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDA (as defined in paragraph (a)) and Financial Costs account.

(f)Maintain at the end of each quarter a minimum equity of ThCh$ 83,337,800, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

g.To maintain, directly or through a Subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks.

h.Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business, under conditions different from those established in the contract.

As of December 31, 2018, the Company was in compliance with the financial covenants required for this public issue.

F-107


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

F) Conciliation of finance obligations of Cash Flows

  As of December 31, 2017

 Flows

Accrual of interest

Change in foreing currency and unit per adjustment

Others

  As of December 31, 2018

 

 Payments

Acquisitions

 

Capital

Interest

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities

 

 

 

 

 

 

 

 

Current

        

Bank borrowings

24,623,746

(93,311,712)

(7,329,217)

92,806,210

7,751,402

(2,102,985)

15,722,734

38,160,178

Bond payable

3,306,135

(2,737,203)

(2,911,224)

-

3,882,088

90,527

2,450,852

4,081,175

Financial leases obligations

176,586

(1,071,050)

(1,919)

-

675,796

(56,632)

643,191

365,972

Total others financial liabililities current

28,106,467

(97,119,965)

(10,242,360)

92,806,210

12,309,286

(2,069,090)

18,816,777

42,607,325

Non current

        

Bank borrowings

73,886,831

(207,714)

-

8,703,343

-

396,858

(7,578,514)

75,200,804

Bond payable

69,476,612

(16,408,664)

-

82,498,034

-

2,914,363

(3,199,042)

135,281,303

Financial leases obligations

17,638,289

(6,412)

-

-

-

557,476

(643,191)

17,546,162

Total others financial liabililities non-current

161,001,732

(16,622,790)

-

91,201,377

-

3,868,697

(11,420,747)

228,028,269

Total other financial liabilities

189,108,199

(113,742,755)

(10,242,360)

184,007,587

12,309,286

1,799,607

7,396,030

270,635,594

 

  As of December 31, 2016

 Flows

Accrual of interest

Change in foreing currency and unit per adjustment

Others

  As of December 31, 2017

 

 Payments

Acquisitions

 

Capital

Interest

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities

 

 

 

 

 

 

 

 

Current

        

Bank borrowings

39,079,561

(22,241,073)

(7,146,384)

16,927,169

7,492,719

(3,435,455)

(6,052,791)

24,623,746

Bond payable

3,250,023

-

(3,051,269)

-

3,166,139

52,599

(111,357)

3,306,135

Financial leases obligations

215,950

(1,405,266)

(8,422)

-

1,209,294

948

164,082

176,586

Total others financial liabililities current

42,545,534

(23,646,339)

(10,206,075)

16,927,169

11,868,152

(3,381,908)

(6,000,066)

28,106,467

Non current

        

Bank borrowings

29,606,398

(844,687)

-

40,850,000

(306,747)

(1,470,924)

6,052,791

73,886,831

Bond payable

70,836,716

(2,668,458)

-

-

-

1,196,997

111,357

69,476,612

Financial leases obligations

17,500,919

(8,962)

-

-

-

292,593

(146,261)

17,638,289

Total others financial liabililities non-current

117,944,033

(3,522,107)

-

40,850,000

(306,747)

18,666

6,017,887

161,001,732

Total other financial liabilities

160,489,567

(27,168,446)

(10,206,075)

57,777,169

11,561,405

(3,363,242)

17,821

189,108,199

F-108


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

As of December 31, 2015

 Flows

Accrual of interest

Change in foreing currency and unit per adjustment

Others

  As of December 31, 2016

 

 Payments

Acquisitions

 

Capital

Interest

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities

 

 

 

 

 

 

 

 

Current

        

Bank borrowings

27,714,998

(24,801,943)

(8,634,001)

19,345,325

8,655,483

(2,648,436)

19,448,135

39,079,561

Bond payable

3,155,239

-

(3,093,163)

-

3,216,241

15,879

(44,173)

3,250,023

Financial leases obligations

321,416

(1,530,851)

-

-

1,205,019

9,427

210,939

215,950

Total others financial liabililities current

31,191,653

(26,332,794)

(11,727,164)

19,345,325

13,076,743

(2,623,130)

19,614,901

42,545,534

Non current

        

Bank borrowings

48,335,093

(493,181)

-

3,804,384

58,219

(2,649,982)

(19,448,135)

29,606,398

Bond payable

71,352,994

(2,615,542)

-

-

-

2,055,091

44,173

70,836,716

Financial leases obligations

17,238,458

-

-

-

-

473,400

(210,939)

17,500,919

Total others financial liabililities non-current

136,926,545

(3,108,723)

-

3,804,384

58,219

(121,491)

(19,614,901)

117,944,033

Total other financial liabilities

168,118,198

(29,441,517)

(11,727,164)

23,149,709

13,134,962

(2,744,621)

-

160,489,567

F-109


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 28Accounts payable – trade22 Trade and other current payables

 

As ofDecember 31, 2015 and 2014, the total Accounts payable-tradeTrade and other payables are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

As of December

31, 2015

As of December

 31, 2014

Current

Non current

Current

Non current

ThCh$

ThCh$

ThCh$

Suppliers

179,926,026

159,782,385

247,335,760

-

224,330,195

-

Notes payable

5,575,754

3,940,353

3,973,183

12,413

4,707,572

541,783

Trade an other current payables

251,308,943

12,413

229,037,767

541,783

Withholdings payable

43,880,121

40,429,573

52,071,225

-

52,643,786

-

Trade accounts payable withholdings

52,071,225

-

52,643,786

-

Total

229,381,901

204,152,311

303,380,168

12,413

281,681,553

541,783

Current

227,736,803

203,782,805

Non-current

1,645,098

369,506

Total

229,381,901

204,152,311

 

Note 2923 OtherProvisionsprovisions

 

As ofDecember 31, 2015 and 2014, the total provisionsProvisions recorded in the consolidated statement of financial position are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

As of December

31, 2015

As of December

 31, 2014

Current

Non current

Current

Non current

ThCh$

ThCh$

ThCh$

Litigation

1,343,374

1,023,895

405,069

488,562

349,775

950,920

Others

636,584

1,596,196

-

6,937,197

-

289,469

Total

1,979,958

2,620,091

405,069

7,425,759

349,775

1,240,389

Current

503,440

410,259

Non-current

1,476,518

2,209,832

Total

1,979,958

2,620,091

 

The following was the changechanges in provisions during the years endedare detailed as of  December 31, 2014 and 2015:follows:

 

Litigation

Others

Total

Litigation (1)

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

As of January 1, 2014

 

1,294,570

 

1,673,910

2,968,480

As of December 31, 2014

 

 

 

 

 

As of January 1, 2017

 

1,248,243

 

484,441

1,732,684

As of December 31, 2017

 

 

 

 

 

Incorporated

 

622,320

 

151,966

774,286

 

1,028,505

 

14,386

1,042,891

Used

 

(751,636)

 

(1,668)

(753,304)

 

(652,280)

 

-

(652,280)

Released

 

(71,667)

 

(175,968)

(247,635)

 

(81,249)

 

(142,291)

(223,540)

Conversion effect

 

(69,692)

 

(52,044)

(121,736)

 

(242,524)

 

(67,067)

(309,591)

As of December 31, 2014

 

1,023,895

 

1,596,196

2,620,091

As of December 31, 2015

 

 

 

 

 

Changes

 

52,452

 

(194,972)

(142,520)

As of December 31, 2017

 

1,300,695

 

289,469

1,590,164

As of December 31, 2018

 

 

 

 

 

Incorporated

 

792,724

 

888

793,612

 

560,355

 

6,731,027

7,291,382

Used

 

(222,139)

 

-

(222,139)

 

(344,749)

 

-

(344,749)

Released

 

(31,005)

 

(801,778)

(832,783)

 

(102,277)

 

(11,975)

(114,252)

Conversion effect

 

(220,101)

 

(158,722)

(378,823)

 

(520,393)

 

(71,324)

(591,717)

As of December 31, 2015

(1)

1,343,374

 

636,584

1,979,958

Changes

 

(407,064)

 

6,647,728

6,240,664

As of December 31, 2018

 

893,631

 

6,937,197

7,830,828

(1)   SeeNote 3534 – Contingencies and commitments.

 

F-110



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

The maturities of provisions at December 31, 2018, are detailed as follows:

 

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

Less than one year

 

405,069

 

-

405,069

Between two and five years

 

314,784

 

6,937,197

7,251,981

Over five years

 

173,778

 

-

173,778

Total

 

893,631

 

6,937,197

7,830,828

 

The maturities of provisions at December 31, 2015, were2017, are detailed as follows:

 

Litigation

Others

Total

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

Less than one year

503,441

-

503,441

 

349,775

 

-

349,775

Between two and five years

486,294

636,584

1,122,878

 

445,941

 

289,469

735,410

Over five years

353,639

-

353,639

 

504,979

 

-

504,979

Total

1,343,374

636,584

1,979,958

 

1,300,695

 

289,469

1,590,164

 

Litigation

The detailprovisions for Litigation and Other - current and non-current correspond to estimates made by the Administration, intended to cover eventual effects that may derive from the resolution of significant litigation proceedingstrials/claims or uncertainties to which the Company is exposed. Such trails/claims or uncertainties derive from transactions that are part of the normal course of CCU's business and the countries where it operates and whose details and scopes are not fully public knowledge, so that its detailed exposition could affect the interests of the Company and the progress of the resolution of these, according to the legal reserves of each administrative and judicial procedure. Therefore, based on the provisions of IAS 37 "Provisions, contingent liabilities and contingent assets", paragraph 92, although the amounts provisioned in relation to these trials/claims or uncertainties are indicated, no further detail of the same at the closing of these Financial Statements.

Significant litigation proceedings which the Company is exposed to at a consolidated level is describedare detailed in
Note 3534 – Contingencies and commitments.

 

Management believes that based on the development of such proceedings to date, the provisions established on a case by case basis are adequate to cover the eventualpossible adverse effects that could arise from these proceedings.

 

 

Note 3024 Income taxesOther non-financial liabilities

 

As ofCurrent tax assetsDecember 31, 2015 and 2014, the total Other non-financial liabilities

Taxes receivables are detailed as follows:

 

 

As of December

31, 2015

As of December

 31, 2014

 

ThCh$

ThCh$

Parent dividend provisioned by the board

24,387,190

23,278,681

Parent dividend provisioned according to policy

36,016,878

36,500,001

Outstanding parent dividends

723,259

520,145

Subsidiaries dividends according to policy

9,725,015

7,764,386

Others

89,802

833,550

Total

70,942,144

68,896,763

Current

70,942,144

68,896,763

Total

70,942,144

68,896,763

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Refundable tax previous year

11,884,421

9,640,567

Taxes under claim (1)

968,195

968,195

Argentinean tax credits

440,172

4,813,614

Monthly provisions

3,686,905

12,537,248

Payment of absorbed profit provision

-

24,104

Other credits

322,736

44,150

Total

17,302,429

28,027,878

(1)This item includes claims for refund of first category taxes (Provisional payment of absorved profit) for an amount of ThCh$ 968,195 that was presented in April 2014 from the commercial year 2013.

 

 

F-111


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Current tax assets non current

Taxes receivables are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Taxes under claim (1)

1,173,281

1,173,281

Others (2)

97,660

143,019

Total

1,270,941

1,316,300

(1)This item includes claims for refund of first category taxes (Provisional payment of absorved profit) that was presented in April 2010 from the commercial year 2009.

(2)Corresponds to the minimum presumed income tax of Argentine subsidiaries, whose recovery period is estimated to be more than one year.

Current tax liabilities

Taxes payable are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Chilean Tax income (expense)

71,587,790

18,335,047

Monthly provisional payments

3,946,196

3,970,511

Chilean unique taxes

101,474

105,903

Other

249,989

115,173

Total

75,885,449

22,526,634

Tax expense

The income tax and deferred tax expense for the years ended as of December 31, 2018, 2017 and 2016, are detailed as follows:

 

For the years ended as of December 31,

 

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Income as per deferred tax related to the origin and reversal of temporary differences

9,930,675

(500,800)

(878,629)

Prior year adjustments

484,985

569,212

3,838,136

Effect of change in tax rates

23,903

(50,071)

(856,612)

Tax benefits (loss)

(1,795,446)

611,282

(765,292)

Total deferred tax expense

8,644,117

629,623

1,337,603

Current tax expense

(144,929,220)

(47,841,130)

(31,285,976)

Prior period adjustments

158,286

(1,154,469)

(298,010)

Total expenses (income) for current taxes

(144,770,934)

(48,995,599)

(31,583,986)

(Loss) Income from income tax

(136,126,817)

(48,365,976)

(30,246,383)

Deferred taxes related to items charged or credited directly to the Consolidated Statement of Comprehensive Income are detailed as follows:

 

For the years ended as of December 31,

 

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Net income from cash flow hedge

(16,196)

728

(20,648)

Actuarial gains and losses deriving from defined benefit plans

339,533

(47,228)

659,198

Charge to equity

323,337

(46,500)

638,550

F-112


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Effective Rate

The Company’s income tax expense as ofDecember 31, 2018, 2017 and 2016 represents 29.71%, 24.62% and 17.80%, respectively of income before taxes. The following is reconciliation between such effective tax rate and the statutory tax rate valid in Chile.

 

For the years ended as of December 31,

2018

2017

2016

ThCh$

Rate %

ThCh$

Rate %

ThCh$

Rate %

Income before taxes

458,211,348

 

196,474,395

 

170,328,270

 

Income tax using the statutory rate

(123,717,064)

     27.00

(50,100,971)

     25.50

(40,878,785)

     24.00

Adjustments to reach the effective rate

 

 

 

 

 

 

Tax effect of permanent differences, net

(14,596,485)

3.19

4,071,180

(2.07)

10,357,858

(6.10)

Effect of change in tax rate

23,903

(0.01)

(50,071)

0.03

(856,612)

0.50

Effect of tax rates in Argentina and Uruguay

1,519,558

(0.33)

(1,700,857)

0.86

(1,308,482)

0.80

Prior year adjustments

643,271

(0.14)

(585,257)

0.30

2,439,638

(1.40)

Income tax, as reported

(136,126,817)

     29.71

(48,365,976)

     24.62

(30,246,383)

     17.80

Deferred taxes

Deferred tax assets and liabilities included in the Consolidated Financial Statements are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

 Deferred taxes assets

 

 

Accounts receivable impairment provision

1,406,961

1,136,789

Other non-tax expenses

8,825,378

10,597,985

Benefits to staff

3,468,874

3,328,263

Inventory impairment provision

352,183

401,487

Severance indemnity

6,829,816

6,133,014

Inventory valuation

2,143,768

2,228,552

Intangibles

241,802

229,725

Other assets

10,639,754

10,436,908

Tax loss carryforwards

3,782,552

5,858,606

Total assets from deferred taxes

37,691,088

40,351,329

 

 

 

Deferred taxes liabilities

 

 

Property, plant and equipment depreciation

51,471,109

45,380,381

Agricultural operation expenses

7,150,018

7,130,896

Manufacturing indirect activation costs

5,743,496

5,258,290

Intangibles

16,614,440

11,736,406

Land

25,408,185

23,313,756

Other liabilities

2,112,923

1,530,382

Total liabilities from deferred taxes

108,500,171

94,350,111

Total 

(70,809,083)

(53,998,782)

No deferred taxes have been recorded for temporary differences between the taxes and accounting value generated by investments in subsidiaries; consequently deferred tax is not recognized for the translation adjustments or investments in joint ventures and associates.

In accordance with current tax laws in Chile, tax losses do not expire and can be applied indefinitely. Argentina, Uruguay and Paraguay tax losses expire after 5 years and Bolivia tax losses expire after 3 years.

F-113


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Changes in deferred tax assets are detailed as follows:

Movement of deferred tax

ThCh$

As of January 1, 2017

(54,950,823)

Deferred taxes from tax loss carry forwards absortion

629,623

Conversion effect

369,646

Deferred taxes against equity

(47,228)

Changes

952,041

As of December 31, 2017

(53,998,782)

As of January 1, 2018

Deferred taxes related to credited items (charged) directly to equity (1)

(24,537,164)

Deferred taxes from tax loss carry forwards absortion

8,644,117

Conversion effect

(967,300)

Deferred taxes against equity

339,533

Other deferred movements taxes

(289,487)

Changes

(16,810,301)

As of December 31, 2018

(70,809,083)

(1) Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies”. SeeNote 4 - Accounting changes, letter b).

On September 29, 2014 Act No. 20,780 was published in Chile, regarding the so called “Tax reform” which introduces amendments, among others, to the Income tax system. The said Act provides that corporations will apply by default the "Partially Integrated System", unless a future Extraordinary Shareholders Meeting agrees to opt for the "Attributed Income Regime”. The Act provides for the "Partially Integrated System" a gradual increase in the First Category Income tax rate, going from 20% to 21% for the business year 2014, to 22.5% for the business year 2015, to 24% for the business year 2016, to 25.5% for the business year 2017 and to 27% starting 2018 business year.

Additionaly, in Argentina a Tax Reform No. 27,430 was approved by the government, which, amongst other measures, increases the excise tax on several beverages, including beer from 8% to 14% on the producer price, that applies as of March 1st, 2018, and also gradually reduces for the reporting year 2018 the corporate income tax rate from 35% to 25% (30% for the year 2018 and 2019, and 25% as the year 2020). The effects as of December 31st, 2017 were recognized, without affecting significantly the Consolidated Financial Statements. Additionally, on earnings distributed as dividends a retention will apply that will gradually increase from 0% to 13% (7% for the year 2018 and 2019, and 13% as the year 2020), applicable as of the reporting results 2018.

This law also provides an option to revalue fixed assets excluding vehicles, on their values as of December 31, 2017, and it must be applied to all assets that belong to the same category. This revaluation can then be deducted as depreciation or as a tax cost when the good is sold. In the case of annual recurring depreciation, the remaining useful life of the assets to be re-evaluated can never be less than 5 years. In the case of sale in the first two years, the value of the revaluation to be considered is reduced by 60% (first year) or 30% (second year). These revalued assets will also be updated by inflation beginning from January 2018. In order to qualify for this benefit, a special tax must be paid on the revaluation value for December 31, 2017, with a rate ranging from 8% to 10%, depending on the category to which the revalued asset belongs. The Company has decided to use this option. As a result of the above, the Company has determined to record, in these Consolidated Financial Statements, a Net gain equivalent to ThCh$ 6,821,753.

F-114


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 3125 Employee Benefits

 

The Company grants short term and employment termination benefits as part of its compensation policies.

 

The Parent Company and its subsidiaries maintainhave collective agreements with their employees, which establish the compensation and/or short–term and long-term benefits for their staff, the main features of which are described below:

 

i. §Short-term benefits are generally based on combined plans or agreements, designed to compensate benefits received, such as paid vacation, annual performance bonuses and compensation through annuities.

 

ii. §Long-term benefits are plans or agreements mainly intended to cover the post-employment benefits generated at the end of the labour relationship, be it by voluntary resignation or death of personnel hired.

 

The cost of such benefits is charged against income, in the “Personnel Expense” item.

 

As ofDecemberofDecember 31, 20152018 and 2014,2017, the total staff benefits recorded in the Consolidated Statement of Financial Position is detaileds as follows:

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Employees’ Benefits

As of December 31, 2018

As of December 31, 2017

As of December

31, 2015

As of December

31, 2014

Current

Non current

Current

Non current

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Short term benefits

21,617,103

17,943,771

31,600,044

-

26,050,387

-

Employment termination benefits

19,043,559

17,437,222

194,119

26,901,088

182,106

23,517,009

Total

40,660,662

35,380,993

31,794,163

26,901,088

26,232,493

23,517,009

Current

21,712,059

17,943,771

Non-current

18,948,603

17,437,222

Total

40,660,662

35,380,993

 

Employees’ Bonuses

 

Short-term benefits are mainly comprised of recorded vacation (on accruals basis), bonuses and share compensation. Such benefits are recorded when the obligation is accrued and are usually paid within a 12-month periods, consequently, they are not discounted.

 

As ofDecember 31, 2015 and 2014, theThe total short-term benefits recorded in the Consolidated Statement of Financial Position are detailed as follows:

 

Short-Term Employees’ Benefits

As of December

 31, 2015

As of December

31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Vacation

8,442,610

7,856,572

10,518,298

9,932,727

Bonus and compensation

13,174,493

10,087,199

21,081,746

16,117,660

Total

21,617,103

17,943,771

31,600,044

26,050,387

 

The Company records the staff vacation cost on an accrual basis.

 

Severance Indemnity

 

The Company records a liability for the payment of an irrevocable severance indemnity, originated by collective and individual agreements entered into with certain groups of employees. Such obligation is determined by means of the current value of the benefit accrued cost, a method that considers several factors for the calculation such as estimates of future continuance, mortality rates, future salary increases and discount rates. The Company periodically evaluates the above-mentioned factors based on historical data and future projections, making adjustments that apply when checking changes sustained trend. The so-determined value is presented at the current value by using the severance benefits accrued method. The discount rate is determined by reference to market interest rates curves for high quality entrepreneurial bonds. The discount rate in Chile was 6.36% (6.00%5,69% (5,96% in 2014)2017) and in Argentina 39.26% (42.43%34,62% (24,55% in 2014)2017).

 

As ofDecember 31, 2015, the obligation recorded for severance indemnity is as follows:

 

Severance Indemnity

As of December

 31, 2015

As of December

31, 2014

ThCh$

ThCh$

Current

94,956

-

Non-current

18,948,603

17,437,222

Total

19,043,559

17,437,222

F-115



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

The obligation recorded for severance indemnity is detailed as follows:

Severance Indemnity

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Current

194,119

182,106

Non-current

26,901,088

23,517,009

Total

27,095,207

23,699,115

The change in the severance indemnity during the year ended as of December 31, 2014 and 2015 wasis detailed as follows:

 

Severance Indemnity

Severance

Indemnity

ThCh$

Balance as of January 1, 20142017

16,574,80622,153,423

Current cost of service

601,0531,942,099

Interest cost

1,187,7311,850,598

Actuarial loss(Gain) losses

1,884,054(99,357)

Paid-up benefits

(3,341,434)(1,934,587)

Past service cost

1,090,429604,337

From business combinationsConversion effect

893,608(694,189)

Others

(1,453,025)(123,209)

Movements of the yearChanges

862,4161,545,692

As of December 31, 20142017

17,437,22223,699,115

Current cost of service

1,023,9692,154,071

Interest cost

1,703,1071,742,273

Actuarial loss(Gain) losses

947,1531,322,754

Paid-up benefits

(1,700,491)(1,640,831)

Past service cost

131,204306,746

From combinations (1)

776,718

Conversion effect

(1,281,341)

Others

(498,605)15,702

Movements of the yearChanges

1,606,3373,396,092

As of December 31, 20152018

19,043,55927,095,207

(1)SeeNote 15 – Business combinations, letter a).

The figures recorded in the Consolidated Statement of Income, as ofDecember 31, 2015, 2014 and 2013, are detailed as follows:

 

Expense recognized for severance indemnity

For the years ended as of December 31,

For the years ended as of December 31,

2015

2014

2013

2018

2017

2016

ThCh$

ThCh$

ThCh$

ThCh$

Current cost of service

1,023,969

601,053

607,443

2,154,071

1,942,099

1,650,484

Past service cost

131,204

1,090,429

430,120

306,746

604,337

342,039

Non-provided paid benefits

4,377,570

5,916,192

2,860,262

6,547,694

6,023,869

7,851,201

Other

646,501

335,808

1,333,466

175,005

269,377

1,114,112

Total expense recognized in Consolidated Statement of Income

6,179,244

7,943,482

5,231,291

9,183,516

8,839,682

10,957,836

F-116


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

Actuarial Assumptions

 

As mentioned inNote 2.202 - Summary of significant accounting policies, 2.20– Employees’ Benefits, the severance payment obligation is recorded at its actuarial value. The main actuarial assumptions used for the calculation of the severance indemnity obligation as ofDecember 31, 2015 and 2014, are detailed as follows:

 

Actuarial Assumptions

Chile

Argentina

As of December

31,

As of December

 31,

As of December

31,

As of December

 31,

2015

2014

2015

2014

Mortality table

RV-2004

RV-2004

Gam'83

Gam'83

Annual interest rate

6.36%

6.00%

39.26%

42.43%

Voluntary employee turnover rate

1.9%

1.9%

n/a

n/a

Company’s needs rotation rate

5.3%

5.3%

n/a

n/a

Salary increase

3.7%

3.7%

36.35%

36.35%

 

Officers

 

60

60

60

60

Estimated retirement age for

Other

Male

65

65

65

65

 

 

Female

60

60

60

60


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

Actuarial Assumptions

Chile

Argentina

 

As of December 31, 2018

As of December 31, 2017

As of December 31, 2018

As of December 31, 2017

 
 

Mortality table

RV-2014

RV-2014

Gam,83

Gam '83

 

Annual interest rate

5,69%

5,96%

34,62%

24,55%

 

Voluntary employee turnover rate

1,9%

1,9%

"ESA 77 Ajustada" - 50%

"ESA 77 Ajustada" - 50%

 

Company’s needs rotation rate

5,3%

5,3%

"ESA 77 Ajustada" - 50%

"ESA 77 Ajustada" - 50%

 

Salary increase (*)

3,7%

3,7%

28,27%

18,68%

 

Estimated retirement age for (*)

Officers

 

60

60

60

60

 

Other

Male

65

65

65

65

 

Female

60

60

60

60

 

 

 (*)Average of the Company.

Sensitivity Analysis

 

The Following is a sensitivity analysis based on increased (decreased) of 1 percent on the discount rate:

 

Sensitivity Analysis

As of December

31, 2015

As of December

31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

1% increase in the Discount Rate (Gain)

1,164,165

1,073,272

1,623,794

1,457,410

1% decrease in the Discount Rate (Loss)

(1,344,213)

(1,245,219)

(1,880,258)

(1,684,968)

 

 

 

 

Personnel expense

 

The amounts recorded in the Consolidated Statement of Income for the years endedare detailed as ofDecember 31, 2015, 2014 and 2013, are as follows:

 

Personal expense

For the years ended as of December 31,

For the years ended as of December 31,

2015

2014

2013

2018

2017

2016

ThCh$

ThCh$

ThCh$

ThCh$

Salaries

138,359,074

119,623,310

108,611,206

159,246,822

151,944,702

145,766,757

Employees’ short-term benefits

24,693,325

18,128,043

19,887,127

31,528,110

27,588,955

23,189,206

Total expenses for short-term employee benefits

190,774,932

179,533,657

168,955,963

Employments termination benefits

6,179,245

7,943,482

5,231,291

9,183,516

8,839,682

10,957,836

Other staff expense

28,683,507

23,636,629

21,280,818

32,183,184

32,485,170

30,971,754

Total (1)

197,915,151

169,331,464

155,010,442

232,141,632

220,858,509

210,885,553

(1)See Note 1029 – Natures of cost and expense.

 

 

Note 32F-Non-controlling Interests

The detail of Non-controlling Interests is the following:

a.Equity117

Equity

As of December

31, 2015

As of December

 31, 2014

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

72,512,897

69,856,322

Bebidas del Paraguay S.A.

20,403,140

21,903,962

Aguas CCU-Nestlé Chile S.A.

19,891,176

16,389,004

Compañía Cervecera Kunstmann S.A.

4,979,490

4,424,495

Compañía Pisquera de Chile S.A.

4,699,612

4,653,894

Manantial S.A.

3,767,028

3,353,256

Saenz Briones & Cía. S.A.

962,286

1,145,657

Distribuidora del Paraguay S.A.

1,949,490

701,002

Los Huemules S.R.L.

395,469

116,892

Sidra La Victoria S.A.

-

1,166

Others

145,185

366,091

Total

129,705,773

122,911,741



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 26Other non-financial liabilities

The total Other non-financial liabilities are detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

ThCh$

ThCh$

Parent dividend provisioned by the board

51,730,402

25,865,201

Parent dividend provisioned according to policy

101,714,994

38,938,475

Outstanding parent dividends

684,158

709,790

Subsidiaries dividends according to policy

7,502,145

8,758,691

Total dividends payable

161,631,699

74,272,157

Income received in advance (1)

2,497,811

-

Others

426,030

26,142

Total

164,555,540

74,298,299

Current

164,555,540

74,298,299

Total

164,555,540

74,298,299

b.(1)  ResultSeeNote 1 – General information, letter C).

 

 

For the years ended as of December 31,

Result

2015

2014

2013

 

ThCh$

ThCh$

ThCh$

Aguas CCU-Nestlé Chile S.A.

7,052,867

5,408,750

4,870,501

Viña San Pedro Tarapacá S.A.

9,182,843

6,003,439

3,319,366

Compañía Cervecera Kunstmann S.A.

1,267,335

966,212

1,022,346

Manantial S.A.

861,072

684,427

587,119

Compañía Pisquera de Chile S.A.

592,506

889,482

765,624

Saenz Briones & Cía. S.A.

128,407

(58,433)

(733,068)

Distribuidora del Paraguay S.A.

1,144,911

429,527

-

Bebidas del Paraguay S.A.

(486,790)

253,516

-

Los Huemules S.R.L.

(45,370)

(48,171)

(12,624)

Sidra La Victoria S.A.

-

175

123

Others

19,674

24,547

49,156

Total

19,717,455

14,553,471

9,868,543

Note 3327Common Shareholders’ Equity

 

Subscribed and paid-up Capital

The Extraordinary Shareholders´Meeting held on June 18, 2013, resolved to increase the capital of the Company in the amount of ThCh$ 340,000,000, through the issuance of 51,000,000 shares of common stock. Such shares are to be issued and paid within a period of 3 years as from June 18, 2013. Also, the Board of Directors, in accordance with the powers granted by the Extraordinary Shareholders´ Meeting, determined the price at which these shares were to be offered. Additionally, the above Extraordinary Shareholders´ Meeting agreed to recognize as part of the Paid-in Capital (Common Stock) the share premium for an amount of ThCh$ 15,479,173. Therefore, the Company´s capital, including the referred capital increase, amounts to ThCh$ 571,019,592, divided into 369,502,872 shares of common stock, without face value, which has been subscribed and paid and  shall be subscribe and paid as follows:

-ThCh$ 231,019,592, divided into 318,502,872 shares, fully subscribed and paid prior to the date of the Extraordinary Shareholders´ Meeting.

-ThCh$ 340,000,000, divided into 51,000,000 shares, to be subscribed and paid.

On July 23, 2013 the Superintendencia de Valores y Seguros authorized the registration of such shares.

Subsequently, the Board of Director at the meeting held on September 12, 2013, set in $ 6,500 per share the price of the 51,000,000 shares to be placed during the preemptive-rights period, which extended from September 13 to October 12, 2013.

As of December 31, 2013, the referred capital increase has been fully subscribed and paid, amounting to
ThCh$ 331,673,754 and generated share premium and issuance and placement costs for ThCh$ 45,176 and
ThCh$ 5,055,392, respectively, which are net recorded under item "Other reserves", in Equity. Any difference between the issuance and placement costs of shares must be recognized as a less paid-in capital in the next Extraordinary Shareholders´ Meeting that modifies the capital of the company.

 

As of December 31, 20152018, December 31, 2017 and December 31, 2014,2016, the Company’s capital shows a balance of ThCh$ 562,693,346, divided into 369,502,872 shares of common stock without face value, entirely subscribed and paid-up. The Company has issued only one series of common shares. Such common shares are registered for trading at the Santiago Stock Exchange and the Chilean Electronic Stock Exchange and the Valparaíso Stock Exchange, and at the New York Stock Exchange /NYSE), evidenced by ADS (American DepositaryDeposcitary Shares), with an equivalence of two shares per ADS ((SeeSee Note 1 – General information).

 


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

The Company has not issued any others shares or convertible instruments during the period, thus changing the number of outstanding shares as of December 31, 20152018 and 2014.2017 and 2016.

 

Capital Management

 

The main purpose, when managing shareholder’s capital, is to maintain an adequate credit risk profile and a healthy capital ratio, allowing the access of the Company to the capitals market for the development of its medium and long term purposes and, at the same time, to maximize shareholder’s return.

 

Income per share

The basic income per share is calculated as the ratio between the net income (loss) of the term corresponding to shares holders and the weighted average number of valid outstanding shares during such term.

The diluted earnings per share is calculated as the ratio between the net income (loss) for the period attributable to shares holders and the weighted average additional common shares that would have been outstanding if it had become all ordinary potential dilutive shares.

F-118


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The information used for the calculation of the income as per each basic and diluted share is as follows:

Income per share

For the years ended as of December 31,

2018

2017

2016

Equity holders of the controlling company (ThCh$)

306,890,792

129,607,353

118,457,488

Weighted average number of shares

369,502,872

369,502,872

369,502,872

Basic income per share (in Chilean pesos)

830.55

350.76

320.59

Equity holders of the controlling company (ThCh$)

306,890,792

129,607,353

118,457,488

Weighted average number of shares

369,502,872

369,502,872

369,502,872

Diluted income per share (in Chilean pesos)

830.55

350.76

320.59

As of December 31, 2018, 2017 and 2016, the Company has not issued any convertible or other kind of instruments creating diluting effects.

Distributable net income

In accordance with Circular No 1945 from the CMF on November 4, 2009, the Board of Directors agreed that the net distributable income for the year 2009 will be that reflected in the financial statements attributable to equity holders of the parents,without adjusting it. The above agreement remains in effect for the year ended December 31, 2018.

Dividends

The Company’s dividends policy consists of annually distributing at least 50% of the net distributable profit of the year.

As of December 31, 2018, 2017 and 2016, the Company has distributed the following dividends:

Dividend Nº

Payment Date

Type of Dividend

Dividends per Share ($Ch)

Related to FY

250

01-06-2017

Interim

66.0000

2015

251

04-26-2017

Final

97.47388

2015

252

01-05-2018

Interim

66.0000

2016

253

04-26-2018

Final

110.32236

2016

254

01-05-2018

Interim

70.0000

2017

255

04-26-2018

Final

108.88833

2017

256

01-04-2019

Interim

140.0000

2018

 

 

 

 

 

On December 1, 2015, at the Ordinary Board Director Meeting it was agreed to pay the interim Dividend No. 250, amounting to ThCh$ 24,387,190 corresponding to Ch$66 per share. This dividend was paid on January 8, 2016.

On April 13, 2016, at the Shareholders Meeting it was agreed to pay the final Dividend No. 251, amounting toThCh$ 36,016,878 corresponding to Ch$ 97.47388 per share. This dividend was paid on April 22, 2016.

On December 6, 2016, at the Ordinary Board Director Meeting it was agreed to pay the interim Dividend No. 252, amounting to ThCh$ 24,387,190 corresponding to Ch$ 66 per share. This dividend was paid on January 6, 2017.

On April 12, 2017, at the Shareholders Meeting it was agreed to pay the final Dividend No. 253, amounting toThCh$ 40,764,427 corresponding to the 34.41% of Net income attibutable to Equity holders of the parent, equivalent to Ch$ 110.32236 per share. This dividend was paid on April 26, 2017.

On December 6, 2017, at the Ordinary Board Director Meeting it was agreed to pay the interim Dividend No. 254, amounting to ThCh$ 25,865,201 corresponding to Ch$ 70 per share. This dividend was paid on January 5, 2018.

F-119


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

On April 11, 2018, at the Shareholders Meeting it was agreed to pay the final Dividend No. 255, amounting toThCh$ 40,234,551 corresponding to the 31.04% of Net income attibutable to Equity holders of the parent, equivalent to Ch$ 108.88833 per share. This dividend was paid on April 26, 2018.

On December 5, 2018, at the Ordinary Board Director Meeting it was agreed to pay the interim Dividend No. 256, amounting to ThCh$ 51,730,402 corresponding to Ch$ 140 per share. This dividend was paid on January 4, 2019.

Consolidated Statement of Comprehensive Income

 

As of December 31, 2015, 2014 and 2013, the detail of the comprehensiveComprehensive income and expense of the term isexpenses are detailed as follows:

 

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash flow hedge (1)

80,693

(17,563)

63,130

Conversion differences of international subsidiaries (1)

(29,678,944)

-

(29,678,944)

Actuarial gains and losses on defined benefit plans reserves

(939,433)

314,541

(624,892)

Total comprehensive income as of december 31, 2015

(30,537,684)

296,978

(30,240,706)

Gains (losses) on cash flow hedges (1)

63,008

(16,196)

46,812

Gains (losses) on exchange differences on translation (1)

37,990,079

-

37,990,079

Reserve of Actuarial gains and losses on defined benefit plans

(1,263,781)

339,533

(924,248)

Total comprehensive income As of December 31, 2018

36,789,306

323,337

37,112,643

  

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

Gains (losses) on cash flow hedges (1)

(5,661)

728

(4,933)

Gains (losses) on exchange differences on translation (1)

(34,786,480)

-

(34,786,480)

Reserve of Actuarial gains and losses on defined benefit plans

19,669

(47,228)

(27,559)

Total comprehensive income As of December 31, 2017

(34,772,472)

(46,500)

(34,818,972)

    

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash flow hedge (1)

(155,258)

39,470

(115,788)

84,962

(20,648)

64,314

Conversion differences of international subsidiaries (1)

(4,629,683)

-

(4,629,683)

Actuarial gains and losses on defined benefit plans reserves

(1,884,054)

501,689

(1,382,365)

Total comprehensive income as of december 31, 2014

(6,668,995)

541,159

(6,127,836)

  

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge (1)

256,592

(51,304)

205,288

Conversion differences of international subsidiaries (1)

(17,054,187)

-

(17,054,187)

Actuarial gains and losses on defined benefit plans reserves

(469,987)

105,151

(364,836)

Total comprehensive income As of December 31, 2013

(17,267,582)

53,847

(17,213,735)

Conversion differences of subsidiaries abroad

(27,280,176)

-

(27,280,176)

Reserve of Actuarial gains and losses on defined benefit plans

(2,355,384)

659,198

(1,696,186)

Total comprehensive income As of December 31, 2016

(29,550,598)

638,550

(28,912,048)

(1)  These concepts will be reclassified to the Statement of Income when itsit’s settled.

 

Income per shareThe movement of comprehensive income and expense is detailed as follows:

 

The basic income per share is calculated as the ratio between the net income (loss)a)As of the term corresponding to shares holders and the weighted average number of valid outstanding shares during such term.December 31, 2018:

Changes

Reserve of exchange differences on translation

Reserve of cash flow hedges

Reserve of Actuarial gains and losses on defined benefit plans

Total other reserves

 
 
 

ThCh$

ThCh$

ThCh$

ThCh$

 

Conversion of joint ventures and foreign subsidiaries

(55,755,054)

63,008

(1,263,781)

(56,955,827)

 

Deferred taxes

-

(16,196)

339,533

323,337

 

Inflation adjustment of subsidiaries in Argentina

93,745,133

-

-

93,745,133

 

Total changes in equity

37,990,079

46,812

(924,248)

37,112,643

 

Equity holders of the parent

35,487,433

51,944

(882,063)

34,657,314

 

Non-controlling interests

2,502,646

(5,132)

(42,185)

2,455,329

 

Total changes in equity

37,990,079

46,812

(924,248)

37,112,643

 

 

The diluted earnings per share is calculated as the ratio between the net income (loss) for the period attributable to shares holders and the weighted average additional common shares that would have been outstanding if it had become all ordinary potential dilutive shares.

F-120



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

As of December 31, 2015, 2014 and 2013, the information used for the calculation of the income as per each basic and diluted share is as follows:

Income per share

For the years ended as of December 31,

2015

2014

2013

Equity holders of the controlling company (ThCh$)

120,808,135

 

106,238,450

 

123,036,008

Weighted average number of shares

369,502,872

(1)

369,502,872

(2)

331,806,416

Basic and diluted income per share (in Chilean pesos)

326.95

287.52

370.81

Equity holders of the controlling company (ThCh$)

120,808,135

 

106,238,450

 

123,036,008

Weighted average number of shares

369,502,872

 

369,502,872

(3)

346,028,899

Basic and diluted income per share (in Chilean pesos)

326.95

287.52

355.57

(1)Determined considering 369,502,872 shares outstanding on December 31, 2015 and 2014.

(2)Determined considering 331,806,416 shares, equivalents to 318,502,872 shares outstanding on December 31, 2012, plus the weighted average of permanence of shares paid due to increase of capital described in this Note.

(3)Determined considering 346,028,899 shares, equivalents to 318,502,872 shares outstanding on December 31, 2012, plus the weighted average of permanence of shares issued due to increase of capital described in this Note.

As of December 31, 2015, 2014 and 2013, the Company has not issued any convertible or other kind of instruments creating diluting effects.

Distributable net Income

In accordance with Circular No 1945 from the SVS on November 4, 2009, the Board of Directors agreed that the net distributable profit for the year 2009 will be that reflected in the financial statements attributable to equity holders of the parents,without adjustment it. The above agreement remains in effect for the year ended December 31, 2015.

Dividends

The Company’s dividend policy consists of annually distributing at least 50% of the net distributable profit of the year.

As of December 31, 2015, 2014 and 2013, the Company has distributed the following dividends, either or final:

Dividend Nº

Payment Date

Type of Dividend

Dividends per Share

Related to FY

245

19-04-2013

Final

116.64610

2012

246

10-01-2014

Interim

63.00000

2013

247

17-04-2014

Final

103.48857

2013

248

09-01-2015

Interim

63.00000

2014

249

23-04-2015

Final

98.78138

2014

250

08-01-2016

Interim

66.00000

2015

 

 

 

 

 

On April 9, 2013, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 245, amounting to  ThCh$ 37,150,685 corresponding to $ 116.64610 per share. This dividend was paid on April 19, 2013.

On April 9, 2014, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 247, amounting to ThCh$ 38,239,323 corresponding to $ 103.48857 per share. This dividend was paid on April 17, 2014.

On April 15, 2015, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 249, amounting to ThCh$ 36,500,004 corresponding to $ 98.78138 per share. This dividend was paid on April 23, 2015.


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015

 

b)As of December 31, 2017:

Changes

Reserve of exchange differences on translation

Reserve of cash flow hedges

Reserve of Actuarial gains and losses on defined benefit plans

Total other reserves

 
 
 

ThCh$

ThCh$

ThCh$

ThCh$

 

Conversion of joint ventures and foreign subsidiaries

(34,786,480)

(5,661)

19,669

(34,772,472)

 

Deferred taxes

-

728

(47,228)

(46,500)

 

Total changes in equity

(34,786,480)

(4,933)

(27,559)

(34,818,972)

 

Equity holders of the parent

(32,982,829)

(10,837)

(32,794)

(33,026,460)

 

Non-controlling interests

(1,803,651)

5,904

5,235

(1,792,512)

 

Total changes in equity

(34,786,480)

(4,933)

(27,559)

(34,818,972)

 

c)As of December 31, 2016:

Changes

Reserve of exchange differences on translation

Reserve of cash flow hedges

Reserve of Actuarial gains and losses on defined benefit plans

Total other reserves

 
 
 

ThCh$

ThCh$

ThCh$

ThCh$

 

Conversion of joint ventures and foreign subsidiaries

(27,280,176)

(399,559)

(2,355,384)

(30,035,119)

 

Deferred taxes

-

89,983

659,198

749,181

 

Reclassification to the result by function

-

484,521

-

484,521

 

Reclassification of deferred taxes related to other reserves

-

(110,631)

-

(110,631)

 

Total changes in equity

(27,280,176)

64,314

(1,696,186)

(28,912,048)

 

Equity holders of the parent

(25,123,546)

41,607

(1,623,299)

(26,705,238)

 

Non-controlling interests

(2,156,630)

22,707

(72,887)

(2,206,810)

 

Total changes in equity

(27,280,176)

64,314

(1,696,186)

(28,912,048)

 

Other Reserves

                                                           

The reserves that are a part of the Company’s equity are as follows:

 

Currency Translation Reserves: This reserve originated mainly from the translation of foreign subsidiaries’ and joint ventures financial statements which functional currency is different from the presentation currency of the Consolidated Financial Statements.Statements and inflation adjustment of subsidiaries in Argentina. As of December 31, 2015,2018, 2017 and 2016, it amounts to a negative reserve of ThCh$ 95,435,386 (ThCh$ 67,782,858 in 2014118,054,328 ThCh$ 153,541,761 and
ThCh$60,084,197 in 2013). 120,558,932, respectively.

 

Hedge reserve: This reserve originated from the hedge accounting application of financial liabilities for.liabilities. The reserve is reversed at the end of the hedge agreement, or when the transaction ceases qualifying hedge accounting, whichever is first. The reserve effects are transferred to income. As of December 31, 2015,2018, 2017 and 2016, it amounts to a negative reserve of
ThCh$ 2,526 (ThCh$ 43,370 in 2014 and positive reserve of ThCh$ 65,109 in 2013),80,188, ThCh$ 28,244 and ThCh$ 39,081  respectively, net of deferred taxes.

 

Actuarial gains and losses on defined benefit plans reserves: This reserve originates from January 1, 2013, due applicationAs of December 31, 2018, 2017 and 2016 the amendment to IAS 19. The amount recorded is a negative reserve of ThCh$  2,302,418 (ThCh$ 1,712,687 in 20144,840,574, ThCh$ 3,958,511 and ThCh$ 348,673 in 2013),3,925,717, respectively, net of deferred taxes.

 

Other reserves: As of December 31, 2015, 20142018, 2017 and 20132016 the amount is a negative reserve of ThCh$ 5,486,086,
28,233,512, ThCh$ 5,511,62920,603,251 and ThCh$5,514,048, 18,527,810, respectively. Such reserves relate mainly to the following concepts:

 

-     Adjustment due to re-assessment of fixed assets carried out in 1979.1979 (increased for ThCh$ 4,087,396).

-     Price level restatement of paid-up capital registered as of December 31, 2008, according to SVSCMF Circular Letter Nª456.456 (decreased for ThCh$ 17,615,333).

-     Difference in purchase of shares of the subsidiary Viña San Pedro Tarapacá S.A. made during year 2012 and 2013 (Note 1)(decreased for ThCh$ 9,779,475).

-     Difference in purchase of shares of the subsidiary Manantial S.A. made during year 2016 (decreased for ThCh$ 7,801,153).

 

F-121



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

-

Difference in purchase of shares of the Alimentos Nutrabien S.A. made during year 2016 (decreased for ThCh$ 5,426,209). On December 17, 2018 Food's and subsidiary CCU Inversiones S.A. sold their participation over Alimentos Nutrabien S.A. The aforehead effect was accounted in result of the exercise.

-

Difference in purchase of shares of the subsidiary Viña San Pedro Tarapacá S.A. made during year 2018 and 2017 (decreased for ThCh$ 13,054,114 and ThCh$ 2,075,441, respectively).

Note 28Non-controlling Interests

Non-controlling Interests are detailed as follows:

a.Equity

Equity

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

39,007,270

72,189,322

Bebidas del Paraguay S.A.

18,803,673

17,624,239

Aguas CCU-Nestlé Chile S.A.

24,118,966

20,347,714

Cervecería Kunstmann S.A.

8,118,212

6,684,320

Compañía Pisquera de Chile S.A.

5,109,395

4,898,600

Saenz Briones & Cía. S.A.I.C.

1,179,410

680,303

Distribuidora del Paraguay S.A.

4,445,452

2,806,825

Bebidas Bolivianas BBO S.A. (1)

7,075,032

-

Other

1,131,825

520,228

Total

108,989,235

125,751,551

(1)SeeNote 15 – Business combinations, letter a).

b.Result

 

For the years ended as of December 31,

Result

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Aguas CCU-Nestlé Chile S.A.

7,587,140

7,814,358

8,377,672

Viña San Pedro Tarapacá S.A.

2,520,768

6,223,423

9,887,477

Cervecería Kunstmann S.A.

2,772,074

1,979,976

1,636,906

Compañía Pisquera de Chile S.A.

1,154,401

954,046

790,152

Saenz Briones & Cía. S.A.I.C.

42,787

33,027

11,184

Distribuidora del Paraguay S.A.

1,431,158

906,728

255,683

Bebidas del Paraguay S.A.

210,568

580,406

576,986

Bebidas Bolivianas BBO S.A. (1)

(552,816)

-

-

Other

27,659

9,102

88,339

Total

15,193,739

18,501,066

21,624,399

(1)SeeNote 15 – Business combinations, letter a).

F-122


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

c.The Summarized financial information of non controlling interest is detailed as follows:

 

As of December 31, 2018

As of December 31, 2017

 

 

 

 

ThCh$

ThCh$

Assets and Liabilities

  

Current assets

711,482,809

610,476,810

Non-currente assets

829,511,196

746,352,848

Current liabilities

399,409,388

337,171,241

Non-current liabilities

149,602,171

159,841,007

 

 

 

Dividends paid

3,212,105

10,150,528

 

 

 

The main significant Non-controlling interest is represented by Viña San Pedro Tarapacá S.A. with the following balances:

 

As of December 31, 2018

As of December 31, 2017

 

Assets and Liabilities

 

 

ThCh$

ThCh$

Assets and Liabilities

  

Current assets

156,118,074

141,114,944

Non-currente assets

185,841,247

174,184,006

Current liabilities

80,877,682

63,872,711

Non-current liabilities

31,550,148

31,221,369

 

 

 

 

For the years ended as of December 31,

Result

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Net sales

206,518,731

204,453,782

201,402,052

Net income of year

14,833,018

17,715,119

28,021,996

 

 

 

 

Dividends paid by Viña San Pedro Tarapacá S.A. amounted to ThCh$ 9,070,285, ThCh$ 13,602,317 and ThCh$ 17,682,375, for the years ended December 31, 2018, 2017 and 2016, respectively.

 

F-123


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 3429Nature of cost and expense

Operational cost and expenses grouped by nature are detailed as follows:

 

For the years ended as of December 31,

Costs and expenses by nature

2018

2017

2016

 

ThCh$

ThCh$

ThCh$

Direct cost

650,386,343

586,223,676

540,692,964

Personnel expense (1)

232,141,632

220,858,509

210,885,553

Transportation and distribution

243,907,283

235,265,049

230,047,942

Advertising and promotion

118,003,908

129,603,036

105,938,586

Depreciation and amortization

93,289,194

92,199,504

83,528,045

Materials and maintenance

46,610,947

46,172,647

47,102,582

Energy

29,309,465

25,940,847

24,444,163

Leases

17,727,367

15,929,047

16,294,896

Other expenses

111,639,503

117,992,179

104,455,411

Total

1,543,015,642

1,470,184,494

1,363,390,142

(1)See Note 25 - Employee benefits.

Note 30Other incomes by function

Other income by function is detailed as follows:

Other incomes by function

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Sales of fixed assets

2,464,820

1,641,317

2,605,720

Lease expense

266,335

535,555

382,934

Sale of glass

731,111

1,334,123

549,787

Claims recovery

831,230

761,290

589,396

Advance term license (1)

213,400,487

-

-

Other

10,761,071

2,445,617

1,016,317

Total

228,455,054

6,717,902

5,144,154

(1)See brands inNote 1 – General information, letter C).

F-124


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 31Other Gains (Losses)

Other gains (losses) items are detailed as follows:

Other gain and (loss)

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Results derivative contracts (1)

5,108,327

(8,010,204)

(10,134,414)

Marketable securities to fair value

(132,420)

293,413

84,133

Other

(946,280)

-

1,704,374

Total

4,029,627

(7,716,791)

(8,345,907)

(1)Under this concept the Company (payment) or received cash flows amounting to ThCh$ 7,508,815 (payment), ThCh$ 11,391,103 (payment) and ThCh$ 9,698,871 received, corresponding to 2018, 2017 and 2016, respectively, and these were recorded in the Consolidated Cash Flow Statement, under Operational activities, in line item Other cash movements.

Note 32 Financial results

The financial results composition is detailed as follows:

Financial results

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Finance income

15,794,456

5,050,952

5,680,068

Finance costs

(23,560,662)

(24,166,313)

(20,307,238)

Foreign currency exchange differences

3,299,657

(2,563,019)

456,995

Result as per adjustment units

742,041

(110,539)

(2,246,846)

 

 

 

 

F-125


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

Note 33 Effects of changes in currency exchange rate

 

Current assets are denominated in the following currencies:

 

CURRENT ASSETS

As of December 31,

2015

As of December 31,

2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Current assets

 

 

 

 

Cash and cash equivalents

192,554,239

214,774,876

319,014,050

170,044,602

CLP

171,683,257

182,979,978

260,844,976

137,686,421

U.F.

-

8,410,538

USD

5,385,644

6,058,754

19,026,630

5,178,619

Euros

955,840

974,179

954,640

182,966

$ARG

5,701,754

11,728,422

ARS

33,207,046

17,983,303

UYU

948,816

536,097

548,975

718,348

PYG

7,519,619

3,753,420

2,495,748

7,758,211

BOB

1,259,765

-

Others currencies

359,309

333,488

676,270

536,734

Other financial assets

13,644,105

6,483,652

22,745,469

10,724,196

CLP

1,052,312

1,016,032

1,284,308

1,669,678

USD

12,495,117

5,467,620

20,990,836

8,992,300

Euros

57,833

-

438,369

44,126

PYG

7,261

-

Others currencies

31,582

-

31,956

18,092

Other non-financial assets

17,654,373

18,558,445

18,861,414

15,834,225

CLP

12,083,128

11,576,191

14,998,511

11,758,075

U.F.

29,882

28,826

UF

282,494

275,568

USD

972,718

-

860,506

791,191

Euros

723,216

-

5,078

173,165

$ARG

3,780,430

4,759,154

ARS

2,061,473

2,593,125

UYU

7,789

1,457,234

72,792

37,956

PYG

57,210

737,040

434,399

205,145

Accounts receivable - trade and other receivables

252,225,937

238,602,893

BOB

146,161

-

Trade and other current receivables

320,702,339

286,213,598

CLP

158,757,937

151,677,364

191,891,137

183,758,319

U.F.

7,102

2,021

UF

1,394,916

138,261

USD

25,498,590

19,030,421

34,113,849

27,810,990

Euros

7,463,166

10,038,934

10,152,559

9,326,882

$ARG

48,535,814

46,140,278

ARS

65,748,507

54,194,474

UYU

4,074,908

4,519,676

5,128,068

4,372,909

PYG

6,111,636

5,477,622

8,588,066

5,495,532

BOB

1,340,388

-

Others currencies

1,776,784

1,716,577

2,344,849

1,116,231

Accounts receivable from related companies

4,788,930

11,619,118

Accounts receivable from related parties

3,048,841

5,810,764

CLP

4,606,002

11,474,472

2,959,696

5,652,643

U.F.

104,118

101,218

UF

79,231

109,120

USD

78,810

43,428

9,480

40,039

PYG

434

8,962

Inventories

174,227,415

167,545,598

228,062,237

201,987,891

CLP

147,189,195

136,336,787

181,084,437

166,761,797

USD

2,474,304

744,544

198,068

374,473

Euros

237,848

189,100

-

17,363

$ARG

18,850,888

22,684,784

ARS

34,392,396

27,356,020

UYU

1,645,888

1,508,208

2,403,427

1,966,752

PYG

3,829,292

6,082,175

7,669,975

5,511,486

BOB

2,313,934

-

Biological assets

7,633,340

7,633,591

8,489,873

8,157,688

CLP

7,130,962

7,209,981

7,914,384

7,666,639

$ARG

502,378

423,610

Tax receivables

15,264,220

19,413,414

ARS

575,489

491,049

Current tax assets

17,302,429

28,027,878

CLP

11,080,218

14,443,142

13,262,197

21,407,803

$ARG

4,184,002

4,970,272

Non-current assets held for sale

6,319,316

758,760

ARS

3,922,627

6,620,075

UYU

117,605

-

Non-current assets of disposal groups classified as held for sale

2,780,607

2,305,711

CLP

5,890,543

-

1,884,958

2,046,178

$ARG

428,773

758,760

ARS

895,649

259,533

Total current assets

684,311,875

685,390,347

941,007,259

729,106,553

 

 

 

 

 

 

CLP

519,473,554

516,713,947

676,124,604

538,407,553

U.F.

141,102

8,542,603

UF

1,756,641

522,949

USD

46,905,183

31,344,767

75,199,369

43,187,612

Euros

9,437,903

11,202,213

11,550,646

9,744,502

$ARG

81,984,039

91,465,280

ARS

140,803,187

109,497,579

UYU

6,677,401

8,021,215

8,270,867

7,095,965

PYG

17,525,018

16,050,257

19,188,622

18,979,336

BOB

5,060,248

-

Others currencies

2,167,675

2,050,065

3,053,075

1,671,057

Total current assets by currencies

684,311,875

685,390,347

941,007,259

729,106,553

 

F-126



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Non-Current assets are denominated in the following currencies:

 

NON-CURRENT ASSETS

As of December

31, 2015

As of December

 31, 2014

As of December 31, 2018

As of December 31, 2017

ThCh$

ThCh$

Non-current assets

 

 

 

 

Other financial assets

80,217

343,184

3,325,079

1,918,191

Euros

80,217

343,184

UF

3,325,079

1,918,191

Trade and other non-current receivables

3,363,123

3,974,395

CLP

88,306

190,015

UF

1,283,676

2,452,475

ARS

1,804,963

1,331,905

PYG

186,178

-

Other non-financial assets

27,067,454

5,828,897

5,007,150

4,644,827

CLP

24,880,950

3,303,040

4,278,605

3,493,654

USD

80,137

-

173,693

664,290

$ARG

1,839,876

1,762,652

ARS

540,495

472,141

PYG

266,491

763,205

14,357

14,742

Accounts receivable from related companies

445,938

522,953

U.F.

445,938

522,953

Accounts receivable from related parties

190,865

258,471

UF

190,865

258,471

Investments accounted for using the equity method

49,995,263

31,998,620

142,017,781

99,270,280

CLP

49,884,870

31,897,043

19,407,798

26,782,445

$ARG

110,393

101,577

Intangible assets different than goodwill

64,120,426

68,656,895

USD

122,031,829

72,128,873

ARS

578,154

358,962

Intangible assets other than goodwill

118,964,142

77,032,480

CLP

49,960,476

51,881,835

67,739,510

65,914,305

U.F.

41,558

41,558

$ARG

7,039,283

9,169,249

ARS

37,960,927

4,385,112

UYU

3,296,510

3,332,682

2,912,675

2,975,596

PYG

3,782,599

4,231,571

3,848,057

3,757,467

BOB

6,502,973

-

Goodwill

83,300,573

86,779,903

123,044,901

94,617,474

CLP

60,192,744

63,075,515

75,577,909

76,119,432

USD

14,216,606

12,146,454

22,298,304

12,853,153

$ARG

8,891,223

11,557,934

ARS

24,889,792

5,381,779

PYG

278,896

263,110

Property, plant and equipment (net)

872,667,210

851,255,642

1,021,266,631

917,913,428

CLP

763,339,926

733,238,733

830,151,351

808,313,408

$ARG

76,412,324

91,003,978

USD

-

1,681

Euros

-

94,776

ARS

142,669,147

78,183,157

UYU

13,747,872

10,390,332

14,890,634

14,739,411

PYG

19,167,088

16,622,599

18,030,887

16,580,995

BOB

15,524,612

-

Investment property

6,838,002

7,917,613

8,715,956

5,825,359

CLP

4,401,400

5,783,933

4,332,690

4,862,410

$ARG

2,436,602

2,133,680

ARS

4,383,266

962,949

Deferred tax assets

34,529,593

30,207,019

37,691,088

40,351,329

CLP

29,392,503

23,496,860

32,989,545

36,530,783

$ARG

5,032,803

6,622,426

ARS

2,955,530

3,601,765

UYU

10,801

10,206

223,831

180,761

PYG

93,486

77,527

47,456

38,020

BOB

1,474,726

-

Current tax assets non current

1,270,941

1,316,300

CLP

1,172,749

1,173,281

ARS

98,192

143,019

Total non-current assets

1,139,044,676

1,083,510,726

1,464,857,657

1,247,122,534

 

 

 

 

 

 

CLP

982,052,869

912,676,959

1,035,738,463

1,023,379,733

U.F.

487,496

564,511

UF

4,799,620

4,629,137

USD

14,296,743

12,146,454

144,503,826

85,647,997

Euros

80,217

343,184

-

94,776

$ARG

101,762,504

122,351,496

ARS

215,880,466

94,820,789

UYU

17,055,183

13,733,220

18,027,140

17,895,768

PYG

23,309,664

21,694,902

22,405,831

20,654,334

BOB

23,502,311

-

Total non-current assets by currencies

1,139,044,676

1,083,510,726

1,464,857,657

1,247,122,534

 

F-127



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Current liabilities are denominated in the following currencies:

 

CURRENT LIABILITIES

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

Until 90 days

More than 91 days

until 1 year

Until 90 days

More than 91 days

until 1 year

Until 90 days

More the 91 days until 1 year

Until 90 days

More the 91 days until 1 year

ThCh$

ThCh$

ThCh$

ThCh$

Current liabilities

 

 

 

 

Other financial liabilities

7,223,935

36,750,056

30,097,822

35,220,471

11,197,060

51,569,886

16,761,881

36,829,777

CLP

1,239,182

17,035,281

1,947,212

14,909,387

1,579,060

19,510,742

1,621,976

17,844,529

U.F.

764,199

2,888,550

777,020

2,933,255

UF

1,695,546

13,302,035

823,223

2,798,184

USD

303,416

10,957,905

1,392,180

5,303,949

4,509,884

16,667,379

10,096,603

10,571,414

Euros

52,368

-

120,894

4,611,662

1,153,302

-

694,056

355,650

$ARG

4,862,819

5,523,470

24,104,151

7,462,218

UYU

-

-

1,740,967

-

UYI

-

344,850

-

-

ARS

2,098,712

1,762,947

3,122,166

4,971,531

UI

110,633

326,783

403,857

288,469

BOB

38,735

-

-

-

Others currencies

1,951

-

15,398

-

11,188

-

-

-

Account payable - trade and other payables

226,844,826

891,977

200,673,786

3,109,019

Trade and other current payables

297,834,912

5,545,256

280,932,266

749,287

CLP

148,162,838

303,060

133,274,464

3,109,019

177,575,915

1,796,915

169,971,096

-

U.F.

9,933

-

3,995

-

UF

-

5,847

-

USD

17,676,381

566,572

14,012,905

-

43,335,127

2,746,757

34,814,603

498,752

Euros

6,402,517

-

7,166,674

-

4,921,252

974,462

6,030,900

250,535

$ARG

47,686,146

-

40,867,375

-

ARS

63,786,646

612

65,677,731

-

UYU

2,607,826

-

4,371,988

-

2,202,163

-

1,978,456

-

PYG

3,874,709

22,345

976,385

-

2,367,325

26,444

2,179,652

-

BOB

3,302,514

-

-

-

Others currencies

424,476

-

-

-

343,970

66

273,981

-

Accounts payable to related companies

11,624,218

-

10,282,312

-

Accounts payable to related parties

6,651,051

285,859

10,069,043

-

CLP

4,267,123

-

5,783,103

-

4,042,438

-

4,616,727

-

USD

151,578

-

-

-

903,988

285,859

3,980,612

-

Euros

7,205,517

-

4,486,158

-

1,619,082

-

1,416,055

-

PYG

-

-

13,051

-

11,267

-

9,077

-

Other short-term provisons

382,152

121,288

380,912

29,347

BOB

11,879

-

-

-

Others currencies

62,397

-

46,572

-

Other current provisions

271,812

133,257

297,500

52,275

CLP

-

121,288

-

29,347

5,380

133,257

-

52,275

$ARG

382,152

-

380,912

-

Tax liabilities

3,664,162

8,533,862

3,986,966

7,710,169

ARS

266,432

-

297,500

-

Current tax liabilities

56,895,995

18,989,454

18,162,016

4,364,618

CLP

3,932,875

18,989,454

5,663,732

4,364,618

ARS

52,201,867

-

12,383,112

-

UYU

249,988

-

115,172

-

PYG

511,265

-

-

-

Provisions for employee benefits

16,181,182

15,612,981

25,751,992

480,501

CLP

5,530,208

15,612,981

17,619,085

480,501

ARS

9,839,822

-

7,521,224

-

UYU

383,167

-

335,454

-

PYG

271,167

-

276,229

-

BOB

156,818

-

-

-

Other non-financial liabilities

2,479,960

162,075,580

25,891,422

48,406,877

CLP

3,487,812

5,802,277

3,803,137

3,872,219

-

162,075,580

25,865,201

48,406,877

USD

-

26,747

-

-

2,467,789

-

-

-

$ARG

-

2,704,838

-

3,837,950

UYU

176,350

-

183,829

-

Employee benefits provisions

21,388,736

323,323

17,702,626

241,145

CLP

16,558,870

323,323

13,490,145

241,145

$ARG

4,437,159

-

3,909,627

-

UYU

392,707

-

302,854

-

Other non-financial liabilities

28,440,259

42,501,885

24,104,387

44,792,376

CLP

28,350,457

42,501,885

23,278,681

44,789,042

$ARG

89,802

-

825,706

-

PYG

-

-

-

3,334

ARS

12,171

-

26,221

-

Total current liabilities

299,568,288

89,122,391

287,228,811

91,102,527

391,511,972

254,212,273

377,866,120

90,883,335

  

 

 

 

 

 

 

CLP

202,066,282

66,087,114

181,576,742

66,950,159

192,665,876

218,118,929

225,357,817

71,148,800

U.F.

774,132

2,888,550

781,015

2,933,255

UF

1,695,546

13,302,035

829,070

2,798,184

USD

18,131,375

11,551,224

15,405,085

5,303,949

51,216,788

19,699,995

48,891,818

11,070,166

Euros

13,660,402

-

11,773,726

4,611,662

7,693,636

974,462

8,141,011

606,185

$ARG

57,458,078

8,228,308

70,087,771

11,300,168

ARS

128,205,650

1,763,559

89,027,954

4,971,531

UYU

3,176,883

-

6,599,638

-

2,835,318

-

2,429,082

-

PYG

3,874,709

22,345

989,436

3,334

3,161,024

26,444

2,464,958

-

UYI

-

344,850

-

-

UI

110,633

326,783

403,857

288,469

BOB

3,509,946

-

-

-

Others currencies

426,427

-

15,398

-

417,555

66

320,553

-

Total current liabilities by currency

299,568,288

89,122,391

287,228,811

91,102,527

391,511,972

254,212,273

377,866,120

90,883,335

 

F-128



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Non-Current liabilities are denominated in the following currencies:

 

NON-CURRENT LIABILITIES

As of December 31, 2015

As of December 31, 2014

As of December 31, 2018

As of December 31, 2017

More than 1 year

until 3 years

More than 3 year

 untl 5 years

More than 5

 years

More than 1 year

until 3 years

More than 3 year

untl 5 years

More than 5

years

More than 1 year until 3 years

More than 3 year until 5 years

Over 5 years

More than 1 year until 3 years

More than 3 year until 5 years

Over 5 years

ThCh$

ThCh$

ThCh$

ThCh$

Non-current liabilities

 

 

 

 

 

Other financial liabilities

40,890,654

20,356,339

75,679,552

39,224,496

19,975,758

75,334,303

24,970,597

68,367,746

134,846,954

30,868,247

70,976,079

59,157,406

CLP

18,284,794

1,784,088

-

16,366,789

101,334

-

3,412,966

55,837,517

43,764

5,332,817

55,750,482

-

U.F.

5,523,414

17,335,859

75,679,552

5,474,316

16,650,145

75,334,303

UF

10,724,171

10,786,277

131,315,290

22,924,023

15,225,597

59,157,406

USD

5,590,024

-

9,307,576

-

8,059,332

-

-

$ARG

9,790,622

1,236,392

-

8,075,815

3,224,279

-

UYI

1,701,800

-

-

Other accounys payable

1,098,985

546,113

-

369,506

-

Euros

157,028

-

-

ARS

1,727

-

2,611,407

-

UI

871,421

-

-

BOB

1,743,952

3,487,900

-

Trade and other non-current payables

5,142

-

7,271

541,783

-

CLP

808,161

404,081

-

-

-

7,271

404,081

-

U.F.

6,760

-

6,496

-

UF

-

7,068

-

USD

284,064

142,032

-

363,010

-

-

130,634

-

Other long term provisions

712,806

410,073

353,639

1,484,317

489,969

235,546

BOB

5,142

-

-

Other non- current provisions

239,300

281,654

6,904,805

735,410

-

504,979

CLP

-

49,996

15,000

-

15,000

19,056

-

6,731,027

57,252

-

$ARG

396,987

360,077

338,639

336,813

489,969

220,546

ARS

81,026

281,654

173,778

544,254

-

504,979

UYU

139,218

-

133,904

-

Deferred tax liabilities

23,241,269

14,084,656

71,174,246

27,074,149

9,333,081

57,942,881

CLP

20,302,096

12,761,025

56,936,976

26,303,193

8,892,998

53,811,477

ARS

2,839,763

1,315,431

10,490,282

735,208

431,503

2,703,872

UYU

314,991

-

1,147,504

-

46,754

-

897,718

-

989,517

PYG

828

-

-

52,656

8,200

422,346

35,748

8,580

438,015

Deferred tax liabilities

21,787,421

8,622,777

57,736,765

20,617,913

7,491,363

59,409,424

BOB

-

2,426,924

-

Provisions employee benefits

1,258,674

-

25,642,414

301,903

-

23,215,106

CLP

21,175,080

8,219,255

51,820,864

19,850,278

6,979,606

51,690,008

-

22,959,627

-

20,052,918

$ARG

601,313

400,875

4,288,716

767,635

511,757

5,713,866

UYU

-

-

1,154,787

-

1,466,456

ARS

-

2,682,787

-

3,162,188

PYG

11,028

2,647

472,398

-

539,094

391,302

-

301,903

-

Employee benefits provisons

643,905

-

18,304,698

798,428

-

16,638,794

CLP

-

-

15,369,150

-

14,202,830

$ARG

-

-

2,935,548

-

2,435,964

PYG

643,905

-

798,428

-

BOB

867,372

-

-

Total non-current liabilities

65,133,771

29,935,302

152,074,654

62,494,660

27,957,090

151,618,067

49,714,982

82,734,056

238,575,690

59,521,492

80,309,160

140,820,372

  

 

 

 

 

 

 

 

 

CLP

40,268,035

10,457,420

67,205,014

36,217,067

7,080,940

65,907,838

23,734,118

68,598,542

86,678,665

32,097,343

64,643,480

73,864,395

U.F.

5,530,174

17,335,859

75,679,552

5,480,812

16,650,145

75,334,303

UF

10,724,171

10,786,277

131,315,290

22,931,091

15,225,597

59,157,406

USD

5,874,088

142,032

-

9,670,586

-

8,059,332

-

130,634

-

$ARG

10,788,922

1,997,344

7,562,903

9,180,263

4,226,005

8,370,376

Euros

157,028

-

-

ARS

2,922,516

1,597,085

13,346,847

3,890,869

431,503

6,371,039

UYU

314,991

-

1,154,787

1,147,504

-

1,466,456

185,972

-

897,718

133,904

-

989,517

PYG

655,761

2,647

472,398

798,428

-

539,094

443,958

8,200

422,346

337,651

8,580

438,015

UYI

1,701,800

-

-

UI

871,421

-

-

BOB

2,616,466

1,743,952

5,914,824

-

Total non-current liabilities by currency

65,133,771

29,935,302

152,074,654

62,494,660

27,957,090

151,618,067

49,714,982

82,734,056

238,575,690

59,521,492

80,309,160

140,820,372

 

F-129



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

Note 3534 Contingencies and Commitments

 

Operating lease agreements

 

The total amount of the Company’s obligations towith third parties relating to lease operating and services agreements that maycan not be terminated is detailed as follows:

 

Lease Agreementsoperating and services agreements not to be terminated

As of December 31, 2018

 31, 2015

ThCh$

Within 1 year

82,677,03556,311,446

Between 1 and 5 years

76,807,29759,404,285

Over 5 years

53,580,13322,661,389

Total

213,064,465138,377,120

 

Purchase and supply agreements

 

The total amount of the Company’s obligations to third parties relating to purchase and supply agreements as of December 31, 20152018 is detailed as follows:

 

Purchase and supply agreements

Purchase and supply

agreements

Purchase and

contract related to

wine and grape

Purchase and supply agreements

Purchase and contract related to wine and grape

ThCh$

ThCh$

Within 1 year

134,430,322

10,226,466

232,661,581

13,324,315

Between 1 and 5 years

328,110,170

8,683,488

839,140,078

15,158,909

Over 5 years

53,875,436

250,544

237,038,942

236,222

Total

516,415,928

19,160,498

1,308,840,601

28,719,446

 

Capital investment commitments

 

As of December 31, 2015,2018, the Company had capital investment commitments related to Property, plantPlant and equipmentEquipment and intangiblesIntangibles (software) for approximately ThCh$ 81,696,975.39,412,982.

 

Litigation

 

The following are the most significant proceedings faced by the Company and its subsidiaries, including all thosepresentthosepresent a possible risk of occurrence and causes whose committed amounts, individually, are more than ThCh$ 25,000.Those losses25,000.Those losses contingencies for which an estimate cannot be made have been also considered.

 

F-130



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

ProceedingsTrials and claim

 

Subsidiary

Court

Number

Description

Status

Estimated

accrued loss

contingency

Comercial CCU S.A.

Labour Court.

Labor trial.

Appeal of first instance verdict.

ThCh$ 17,604

Comercial CCU S.A.

Labour Court.

Labor trial.

Appeal of first instance verdict.

ThCh$ 21,268

Comercial CCU S.A.

Labour Court.

Labor trial.

Appeal of first instance verdict.

ThCh $ 26,027

Viña San Pedro Tarapacá S.A.

Labour Court of Collection.Court.

C-3292-2010Labor trial.

Interpretation of collective bargaining agreement.

Pending practice of award liquidation by court.Execution phase.

ThCh$ 15,000

Viña Tarapaca Ex Zavala, Viña Misiones de Rengo

14th Civil Court of Santiago.

28869-2007

Breach of contract.

Appeal of first instance verdict.

ThCh$ 50,000

Transportes CCU Ltda.

Labour Court of Collection.

C-3287-2015

Collection of employee benefits.

On execution phase.

ThCh$ 40,000

Transportes CCU Ltda.

9th Labor Court of Santiago.

L-3601-2004

Collection of employee benefits.

On execution phase.

ThCh$ 11,932

Compañía Industrial Cervecera S.A. (CICSA)

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 24,000US$ 17,000

Compañía Industrial Cervecera S.A. (CICSA)

Supreme Court of Tucuman.Labur Court.

Labor trial.

Intempestive breach of distribution contract.Ruling enforcement.

Supreme Court review.

USD 71,000US$ 18,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first instance in Argentina.Commercial Court.

Distributor claim for to the termination of distribution agreeent.

Labor trial for layoff.Evidentiary stage.

On evidentiary phase.

USD 29,000US$ 38,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 30,000US$ 36,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first instance in Argentina.Labur Court.

Labor trial.

Intempestive breach of distribution contract.Evidentiary stage.

On execution phase.

USD 30,000US$ 39,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 55,000US$ 37,000

Compañía Industrial Cervecera S.A. (CICSA)

Labur Court.

Labor trial.

City Council´s Administrative Claim related to advertising and publicity fees.Evidentiary stage.

The process is in pre-trial administrative phase.

USD 538,000US$ 35,000

Compañía Industrial Cervecera S.A. (CICSA)

Labur Court.

Labor trial.

Evidentiary stage.

US$ 24,000

 

 

 

 

 

 

F-131



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

 

Subsidiary

Court

Number

Description

Status

Estimated

accrued loss

contingency

Compañía Industrial Cervecera S.A. (CICSA)

Labur Court.

Labor trial.

Evidentiary stage.

US$ 39,000

Compañía Industrial Cervecera S.A. (CICSA)

Several Tax claims.

Evidentiary stage.

US$ 383,000

Saenz Briones S.A.& Cía S.A.I.C.

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 59,000US$ 51,000

Saenz Briones S.A.& Cía S.A.I.C.

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 54,000

Saenz Briones S.A.

Court of first instance in Argentina.

Labor trial for layoff.

On evidentiary phase.

USD 108,000

Saenz Briones S.A.

Court of first instance in Argentina.

Labor trial for layoff.

On evidentiary phase.

USDUS$ 42,000

Saenz Briones S.A.& Cía S.A.I.C.

Court of first instance in Argentina.

Labur Court.

Labor trial for layoff.trial.

On evidentiary phase.Evidentiary stage.

USD 135,000US$ 18,000

 

 

 

 

 

 

The Company and its subsidiaries have established provisions to allow for such contingencies for ThCh$ 1,343,374893,631 and ThCh$ 1,023,895,1,300,695, as of December 31, 20152018 and 2014,2017, respectively ((SeeSee Note 2923 – Other provisions).

 

Tax processes

 

At the date of issue of these consolidated financial statements, there are no material taxis notax litigation that involves significant passive or taxes in claim different to mentioned inlitigations.Note 24 – Income Tax.

 

Guarantees

 

As of December 31, 2015, the subsidiary Viña San Pedro Tarapacá S.A. (VSPT) has2018, CCU and its subsidiaries have not granted direct guarantees as part of its commontheir usual financing operations. Nevertheless, its VSPT has entered intoHowever, indirect guarantees as joint guarantors of financing operations by Finca La CeliaS.A.subsidiary,have been constituted, in the Republicform of Argentina.

A summarystand-by and general security product of thefinancing. The main terms of the indirect guarantees granted appearsconstituted are detailed below:

 

The loan obtained by the subsidiary CICSA in Argentina, as described inNote 21- Other financial liabilities, is guaranteed by CCU S.A. through a stand- by unrestricted issued by Banco del Estado de Chile:

Institution

Amount

Due date

Banco de la Nación Argentina S.A.

US$ 2,000,000

December 26, 2019

F-132


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

The subsidiary Finca La CeliaS.A.maintains financial debt with local banks in Argentina, guaranteed by VSPT through stand-by letters issued by Banco del Estado de Chile and they are within the financing policy framework approved by VSPT Board of Directors, according to the following detail:

 

Institution

Amount

Due date

Banco Santander Río

USD 1,100,000US$ 500,000

March 31, 2016June 30, 2019

Banco PatagoniaMacro

USD 1,600,000US$ 600,000

March 31, 2016

Banco Patagonia

USD 1,600,000

May 11, 2016June 30, 2019

Banco San Juan

USDUS$ 1,200,000

OctoberJune 30, 20162019

Banco BBVA FrancesFrancés

USDUS$ 1,500,000

OctoberJune 30, 20162019

Banco Patagonia

US$ 1,600,000

June 30, 2019

Banco Patagonia

US$ 1,600,000

July 7, 2021

 

 

 

 

The mentioned stand-by letters were issued by VSPT according

Note 35Environment

Distribution of CCU´s main environmental costsin the Industrial Units, accumulated to the maturity of the financial debts negotiated with the Argentine banks, and they are within the financing policy framework approved by VSPT Board of Directors.December 2018:

-

Industrial Waste Water Treatment (IWWT):51.64%

These expenses are mainly related to the maintenance and control of the respective Industrial Waste Water Treatment Plants (IWWT).

-

Solid Industrial Residues (SIR):33.31%

These expenses are related to the handling and disposal of Solid Industrial Residues (SIR), including hazardous Waste (ResPel) and valorisation of recyclable residues.

-

Gas Emission Expenses: 1.05%

These expenses are related to the calibration and verification of monitoring and operational instrumentation of stationary sources (mainly industrial boilers and electric generators) and their respective emissions, in order to provide compliance to rules and central and local government regulations.

-  

Other Environmental Expenses:14.00%

These expenses are related to the verification and compliance of Food Safety, Environmental Management and Operational Health & Safety Management Standards (ISO 22000, ISO 14000 and ISO 18001 OHSAS respectively) in CCU´s industrial sites and distribution centers, which are in different stages of implementation and certification. The implementation and certification of those three standards is a corporate goal of CCU.

  

F-133



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

The loan obtainedmain expenses of each year, detailed by project, are the subsidiary CICSA in Argentina, as described inNote 27, is guaranteed by CCU S.A. through a stand- by unrestricted, 1 year term, renewable for equal period during the term of the loan.following:

 

Institution

Amount

Due date

Banco de la Nación Argentina S.A.

USD 16,500,000

December 31, 2016

Company that made the disbursement

Project

Expenses

For the years ended as of December 31,

2018

2017

2016

ThCh$

ThCh$

ThCh$

Cervecera CCU Chile Ltda.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

1,232,585

1,388,954

1,319,489

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

752,615

641,683

666,781

 

Gases

Management of atmospheric emissions.

36,581

16,687

21,655

 

Others

Management of internal and external regulatory compliance.

241,295

236,910

233,364

CCU Argentina S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

879,730

930,683

820,999

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

501,979

527,248

560,710

 

Gases

Management of atmospheric emissions.

10,000

8,925

21,847

 

Others

Management of internal and external regulatory compliance.

101,691

201,726

141,379

Cervecería Kunstmann S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

138,901

98,614

86,515

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

49,692

36,292

40,150

 

Others

Management of internal and external regulatory compliance.

46,123

37,623

45,876

Compañía Pisquera de Chile S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

205,743

207,922

237,994

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

59,239

55,341

43,059

 

Gases

Management of atmospheric emissions

2,229

-

-

 

Others

Management of internal and external regulatory compliance.

11,583

14,280

12,582

Transportes CCU Ltda.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

18,346

-

9,792

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

459,512

388,198

288,856

 

Gases

Management of atmospheric emissions.

11,950

7,544

13,356

 

Others

Management of internal and external regulatory compliance.

206,114

155,951

141,138

VSPT S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

395,845

417,134

454,828

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

87,132

202,204

165,697

 

Others

Management of internal and external regulatory compliance.

183,360

21,916

10,916

Embotelladoras Chilenas Unidas S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

676,991

653,910

593,414

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

154,753

623,732

421,771

 

Gases

Management of atmospheric emissions

12,193

16,400

14,305

 

Others

Management of internal and external regulatory compliance.

110,952

119,226

156,295

Aguas CCU-Nestlé Chile S.A.

IWWT

Maintenance and control of the Industrial Waste Water Treatment Plants (IWWT).

50,354

19,453

35,550

 

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

57,158

10,818

3,910

 

Gases

Management of atmospheric emissions

270

400

-

 

Others

Management of internal and external regulatory compliance.

57,015

67,023

69,330

Fábrica de Envases Plásticos S.A.

SIR

Solid waste (SIR) and hazardous waste (ResPel) management.

198,890

175,805

129,487

 

Others

Management of internal and external regulatory compliance.

17,323

21,973

21,410

 

 

 

 

 

 

 

On July 11, 2013, the subsidiary in Argentina Saenz Briones & Cía. S.A. (SB) has signed a loan agreement with the Citibank Bank of Argentina, which restricted its ability to distribute profits in each year. The loan was by 10,000,000 argentine pesos and whose return was agreed in 9 (nine) quotes with different maturities. Until SB not pay this loan, plus interest or commissions, fees and expenses, may not make any payment to its shareholders (including, without limitation, distribution of profits or dividends, advances, withdrawals from account or similar, as well as any payment made in connection with rebuy it, rescue or redemption of all or part of its shares) for an amount that exceeds the 50% of the profits that the SB is legally empowered to distribute as dividends with regard to each of its years. It should be noted, for the purposes of the above restriction, that the last date of maturity of the loan is July 11, 2016.

Note 36Environment

Major Environmental costs accrued as of December 31, 2015, in the Industrial Units of CCU S.A. are distributed as follows:

 

-F-Industrial Waste Water Treatment (IWWT):58.0%134

      These expenses are mainly related to the maintenance and control of the respective Industrial Waste Water Treatment Plants (IWWT).

-Solid Industrial Residues (SIR): 29.6% 

      These expenses are related to the handling and disposal of Solid Industrial Residues (SIR), including hazardous Waste (ResPel) and valorization of recyclable residues.

-Gas Emission Expenses:0.9%  

      These expenses are related to the calibration and verification of monitoring and operational instrumentation of stationary sources (mainly industrial boilers and electric generators) and their respective emissions, in order to provide compliance to rules and central and local government regulations.

-Other Environmental Expenses: 11.5%

      These expenses are related to the verification and compliance of Food Safety, Environmental Management and Operational Health & Safety Management Standards (ISO 22000, ISO 14000 and ISO 18000 OHSAS respectively) in CCU´s industrial sites and distribution centers, which are in different stages of implementation and certification. The implementation and certification of those three standards is a corporate goal of CCU SA.

The most relevant investments during the year 2015, are listed below:

-Compañía Cervecera Kunstmann S.A.,construction of an industrial wastewater treatment plant in Valdivia which includes an anaerobic reactor with IC technology (UF 115,930).

-Aguas CCU-Nestlé, IWWT plant project in Coinco (UF 19,915), hazardous material storage improvement
(UF 4,709), CO2, water and energy control equipment (UF 3,014), sanitary installation improvements (UF 141), two tanks for IWWT plant (UF 110).

-Cervecera CCU Chile Ltda.,Industrial Waste Water Treatment (IWWT) plant in Temuco stage 1 (UF 10,136), normalizing decree N° 78 (UF 7,704), fire detection system in Santiago (UF 3,695), IWWT plant improvement
(UF 3,564), CO2 and NH3 sensors in Elaboration area (UF 2,571), improvement fire detection system in Temuco (UF 1,393), pavement improvement (UF 1,262), steam and biogas gauges (UF 818), sanitary installation improvements (UF 678), hot water flowmeters (UF 553), glass and solid waste containers (UF 478), boiler N° 2 economizer (UF 412), storage tank insulation (UF 301), and finally rain water piping (UF 217).



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

 

-Viña San Pedro Tarapacá S.A., FES project (second payment 2/3) (UF 3,614), Industrial Waste Water Treatment (IWWT) plant improvement  (UF 2,653), IWWT plant Isla de Maipo (UF 1,564), IWW collecting chamber expansion (UF 96), vintage courtyard improvement  (UF 96), floor and drain (UF 87), rain water channel (UF 53), and pH correction in IWWT plant (UF 50).

-Compañía Cervecerías Unidas Argentina S.A., IWWT plant Salta (UF 7,280), IWWT plant Salta second stage (UF 9,617) and warehouse SV fire network (UF 4,122).

-Embotelladora Chilenas Unidas S.A., boiler insulation (UF 1,314), CIP solutions recovery (UF 886), smoke detection system for offices (UF 789), plant emergency lighting (UF 400), emergency lighting (UF 164), emergency showers (UF 74), fire networks second stage (UF 70).

-Compañía Pisquera de Chile S.A., overhaul IWWT sludge equipment (UF 734), electrical network improvement in Salamanca (UF 392), IWWT plant in Salamanca (UF 281), IWWT plant in site Sotaquí (UF 255), solid waste extractor in site Elqui  (UF 76) and a technological improvement project in sludge load system (UF 47).

-Transportes CCU Ltda., water improvement project in San Antonio (UF 365).

-Fabrica de Envases Plásticos S.A.,hazardous material storage (UF 2,396), electricity consumption meters by lines (UF 1,168) and replacement of lighting plant (UF 739).

-Cervecera Austral S.A., they have not carried out significant environmental investments to December 2015.

The main disbursements (investment) of theeach year, detailed by projects,project, are the following:

 

Company that

made the

disbursement

Project

Disbursment incurred during the years ended

As of December 31, 2015

As of December 31, 2014

Expenditure

Investment

Committed

amount in

future periods

Estimated date

 completion of disbursements

Expenses

Investment

ThCh$

ThCh$

ThCh$

 

ThCh$

ThCh$

CCU Chile Ltda.

Disposal of liquid , solid industrial waste and other

1,966,752

535,842

329,941

December 2016

1,924,508

4,224,403

CCU Argentina S.A.

Disposal of liquid , solid industrial waste and other

1,862,559

116,134

422,561

December 2016

1,847,522

85,013

Cía. Cervecera Kunstmann S.A.

Disposal of liquid , solid industrial waste and other

143,482

2,958,767

12,416

December 2016

132,350

62,898

Cía. Pisquera de Chile S.A.

Disposal of liquid , solid industrial waste and other

318,419

9,712

36,035

December 2016

295,382

137,593

Transportes CCU Ltda.

Disposal of liquid , solid industrial waste and other

362,142

-

9,355

December 2016

297,734

12,954

VSPT S.A.

Disposal of liquid , solid industrial waste and other

559,209

136,181

74,293

December 2016

491,104

508,254

Others

Disposal of liquid , solid industrial waste and other

1,084,700

197,504

722,305

December 2016

943,663

1,244,437

 

 

 

 

 

 

 

 

As of December 31, 2018

Company that made the disbursement

Project

Concept

Status [Finished, In process]

Disbursements made

Amount committed future periods

Estimated Completion Date Disbursements

 

ThCh$

ThCh$

Cervecera CCU Chile Ltda.

IWWT

IWWT Plant expansion (Screw) Temuco

In process

-

774

12-31-2019

IWWT

Closed wastewater torch Quilicura

In process

23,810

704

12-31-2019

IWWT

Stage 1 IWWT Plant Temuco

In process

21,646

53,433

12-31-2019

IWWT

Replacement anaerobic reactor cells Temuco

In process

102,513

20,651

12-31-2019

SIW

Raw material and L1, L3 waste management

Finished

46,500

-

Finished

Gases

Change Fuel FO6 to GNL Temuco

In process

2,576

3,362

12-31-2019

Gases

Boiler 1 and 2 economizer

In process

70,767

15,841

12-31-2019

Gases

Thermal Plant Improvements Quilicura

Finished

2,958

-

Finished

Gases

Recover biogas from IWWT Plant 2 Temuco

In process

64,840

48,018

12-31-2019

Gases

Replacement boiler 2 to Low Nox Quilicura

In process

840,385

96,105

12-31-2019

Others

SEC Certification of Biogas' plant Quilicura

In process

133,016

2,740

12-31-2019

Others

DS 10 compliance Quilicura

Finished

29,083

-

Finished

Others

Sanitary Permits Compliance Quilicura

In process

2,342

2,032

12-31-2019

Others

Normalization to DS 78 Quilicura

Finished

8,723

-

Finished

Others

Ammonia tank protection Temuco

Finished

3,221

-

Finished

Others

New NH3 standard

In process

-

6,230

12-31-2019

Others

Fire sensors

Finished

39,141

-

Finished

Others

DS 43 Hazardous substances

In process

33,802

70,935

12-31-2019

CCU Argentina S.A.

IWWT

IWWT Stage 3 Salta

In process

330,610

-

12-31-2019

IWWT

Tanker EQ Lujan

In process

-

141

12-31-2019

Gases

Boiler 1 Economizer Lujan

In process

4,088

7,191

12-31-2019

Others

Installation Modification NH3 Salta

In process

27,152

70,229

12-31-2019

Cervecería Kunstmann S.A.

IWWT

New IWWT Plant – IC Technology

In process

193,634

93,571

12-31-2019

SIW

Biofilter of Earthworms

In process

86,619

3

12-31-2019

Gases

Thermal energy saving plan

In process

24,656

8,094

12-31-2019

Gases

Electric energy saving plan

In process

7,953

7,763

12-31-2019

Others

FEI,  Plant Insurance normalization

Finished

52,085

-

Finished

Cía. Pisquera de Chile S.A.

IWWT

IWWT Hydro Ejectors Montepatria

Finished

41,925

-

Finished

IWWT

Washing water treatment plant

In process

-

14,000

12-31-2019

IWWT

Geo membrane HDPE replacement

Finished

8,256

-

Finished

Gases

Boiler 4 Ton/h Salamanca

In process

312,841

10,771

12-31-2019

Others

FEI Monte Patria

In process

268,624

21,480

12-31-2019

Others

Normative compliance de Coct

Finished

4,040

-

Finished

Others

DIA Salamanca Plant

In process

-

22,634

12-31-2019

VSPT S.A.

IWWT

IWWT adaptation Isla de Maipo

Finished

1,989

-

Finished

IWWT

Hydrocarbons separation tank Isla de Maipo

In process

-

627

12-31-2019

IWWT

Sedimentation and accumulation IWWT Plant Isla de Maipo

Finished

2,600

-

Finished

IWWT

IWWT emergency pipe

Finished

8,374

-

Finished

IWWT

IWWT Plant Lighting

Finished

1,937

-

Finished

Gases

Insulation piping refrigeration / heating Molina

Finished

14,860

-

Finished

Gases

Insulation piping refrigeration Isla de Maipo

Finished

6,233

-

Finished

Gases

Power Meters

Finished

510

-

Finished

Others

Clousure of IWWT

Finished

1,477

-

Finished

Others

Container spill CIP-chemical products

In process

9,429

2,561

12-31-2019

Others

Sulfur Warehouse VI

In process

5,880

1,010

12-31-2019

Others

Fire incident workshop Isla de Maipo

Finished

54,738

-

Finished

Embotelladoras Chilenas Unidas S.A.

IWWT

Plant improvement of wastewater

In process

45,698

9,543

12-31-2019

IWWT

Reverse osmosis plant water recovery

Finished

6,000

-

Finished

IWWT

Neutralization System IWWT Modelo

In process

2,313

34,690

12-31-2019

Gases

Offset NOX - NPX

Finished

47,953

-

Finished

Gases

Automatic Purges Boilers I Modelo

In process

42,807

3,635

12-31-2019

Gases

Condensate Recovery

Finished

1,079

-

Finished

Others

Chemical substances warehouse

In process

8,400

28,371

12-31-2019

Others

Certification steam networks, Antofagasta

Finished

10,521

-

Finished

Others

Normalization Cond.  Santiago Plant

Finished

4,601

-

Finished

Others

New hazardous waste warehouse

In process

16,659

3,502

12-31-2019

Others

Authorization DS 10

In process

45,739

3,999

12-31-2019

Others

Legal Regularization of tanks

In process

57,188

3,105

12-31-2019

Others

2nd stage fire network Antofagasta

In process

47,193

2,807

12-31-2019

Others

Fire network

In process

133,381

6,416

12-31-2019

Others

Up grade ammonia system

In process

58,209

9,389

12-31-2019

Aguas CCU-Nestlé S.A.

IWWT

IWWT Plant Coinco

In process

427,153

60,942

12-31-2019

Others

Flammable Warehouse Coinco

Finished

95,685

-

Finished

Others

Fire Brigade Equipment

Finished

3,791

-

Finished

Fábrica de Envases Plásticos S.A.

SIW

Improvement in Waste Management

In process

-

2,921

12-31-2019

Gases

Control of electrical variables

In process

-

50

12-31-2019

Others

Bottle cap Plant Chiller

In process

148,558

45,465

12-31-2019

Others

RE 43 compliance

Finished

17,043

-

Finished

Others

Fire network improvement

In process

144,145

34,339

12-31-2019

 

 

 

 

 

 

 

 

F-135



 

Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152018

As of December 31, 2017

Company that made the disbursement

Project

Concept

Status [Finished, In process]

Disbursements made

Amount committed future periods

Estimated Completion Date Disbursements

 

ThCh$

ThCh$

Cervecera CCU Chile Ltda.

IWWT

IWWT Plant expansion (Screw) Temuco

In process

2,941

774

12-31-2019

IWWT

Stage 1 IWWT Plant Temuco

In process

259,733

38,639

12-31-2019

IWWT

Replacement anaerobic reactor cells Temuco

In process

19,960

-

12-31-2019

SIW

Increase capacity of waste container

Finished

7,632

-

Finished

Gases

Change Fuel FO6 to GNL Temuco

In process

58,432

5,930

12-31-2019

Gases

Boiler 1 and 2 economizer

In process

22,387

14,510

12-31-2019

Gases

Thermal Plant Improvements Quilicura

In process

26,387

2,948

12-31-2018

Gases

Steam consumption improvements

Finished

7,903

-

Finished

Other

SEC Certification of Biogas' plant Quilicura

In process

116,555

54,382

12-31-2019

Other

DS 10 compliance Quilicura

In process

102,219

14,643

12-31-2018

Other

Sanitary Permits Compliance Quilicura

In process

8,569

16,866

12-31-2019

Other

Normalization to DS 78 Quilicura

In process

127,078

-

12-31-2018

Other

Ammonia tank protection Temuco

In process

19,257

3,221

12-31-2018

CCU Argentina S.A.

IWWT

IWWT Stage 2 Salta

Finished

3,103

-

Finished

IWWT

IWWT Stage 3 Salta

In process

153,169

109,047

12-31-2019

Gases

Boiler 1 Economizer Luján

In process

17,741

-

12-31-2019

Other

NH3 adaptation installation Salta

In process

9,102

-

12-31-2019

Cervecería Kunstmann S.A.

IWWT

New IWWT Plant – IC Technology

In process

814,127

112,745

12-31-2019

IWWT

IWWT Secondary plant and discharge

Finished

461

66,820

Finished

Other

FEI,  Plant Insurance normalization

In process

96,341

82,265

12-31-2018

Compañía Pisquera de Chile S.A.

Gases

Boiler 4 Ton/h Salamanca

In process

2,608

170,634

12-31-2019

Transportes CCU Ltda.

Other

Acoustic isolation

Finished

1,106

-

Finished

VSPT S.A.

IWWT

IWWT adaptation IM

In process

37,561

1,989

12-31-2018

IWWT

Hydrocarbons separation tank IM

In process

929

627

12-31-2019

IWWT

Sedimentation and accumulation IWWT Plant IM

In process

4,035

1,477

12-31-2018

IWWT

IWWT Pool aerators

Finished

13,177

1,300

Finished

IWWT

IWWT Plant Lighting

In process

1,487

1,937

12-31-2018

SIW

Compost Container

Finished

2,750

-

Finished

SIW

Compost Container (2)

Finished

6,050

-

Finished

SIW

Waste Container

Finished

3,200

-

Finished

Gases

Insulation piping refrigeration / heating Molina

In process

779

14,860

12-31-2018

Gases

Power Meters

In process

8,417

-

12-31-2018

Other

Close IWWT/Infrastructure

In process

6,890

-

12-31-2018

Other

Hazardous waste warehouse expansion

Finished

8,424

-

Finished

Other

Sulfur warehouse

Finished

4,389

-

Finished

Embotelladoras Chilenas Unidas S.A.

IWWT

Recovery solutions CIP

Finished

3,473

-

Finished

Gases

Offset NOX - NPX

In process

1,486

48,553

12-31-2018

Gases

Condensate Recovery

In process

47,224

-

12-31-2018

Gases

Change Lighting System

Finished

33,873

-

Finished

Other

New hazardous waste warehouse

In process

11,562

13,176

12-31-2019

Other

Authorization DS 10

In process

27,576

5,274

12-31-2019

Other

Legal Regularization of tanks

In process

9,391

40,541

12-31-2019

Other

Regularizations

In process

93,766

-

12-31-2018

Other

SEC Electric Regularization

Finished

29,499

-

Finished

Other

Up grade ammonia system

In process

98,070

50,656

12-31-2019

Aguas CCU-Nestlé S.A.

IWWT

IWWT Plant Coinco

In process

262,719

226,538

12-31-2019

Other

Flammable Warehouse Coinco

In process

4,939

-

12-31-2018

Fábrica de Envases Plásticos S.A.

Gases

Control of electrical variables

In process

3,288

50

12-31-2019

Other

RE 43 compliance

In process

6,803

11,853

12-31-2018

 

 

 

 

 

 

 

F-136


Compañía Cervecerías Unidas S.A. and subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2018

 

Note 3736Subsequent Events

 

 

a)  The Consolidated Financial Statements of CCU S.A., have been approved by the Board of Directors on February 2, 2016.27, 2019.

 

b)On January 7, 2016, the shareholders of Compañía Pisquera Bauzá S.A. came to an agreement in which Compañía Pisquera de Chile S.A. (subsidiary of Compañía Cervecerías Unidas S.A.) has sold its interest of 49% to Agroproductos Bauzá S.A. The price of the transaction amounted to UF 150,000 (equivalent to ThCh$ 3,844,364 on December 31, 2015). This investment at December 31, 2015, was recorded under Assets of disposal group held for sale (SeeNote 25).

c)On January 29, the subsidiaries AguasCCU-Nestlé Chile S.A. (“Aguas”) and Embotelladoras Chilenas Unidas S.A.(“ECUSA”) have acquired 48.07% and 0.92% of the shares of Manantial S.A. (“Manantial”) respectively, exercising the call option granted in the Shareholders’ Agreement of Manantial. As a consequence, Compañía Cervecerías Unidas S.A. is currently the indirect owner of 100% of the shares of Manantial, remaining as the only direct shareholders of Manantial: (i) Aguas with 99.08% of the capital stock, and (ii) ECUSA with 0.92% of the capital stock.

d)  There are no others subsequent events between the closing date and the filing date of these Financial Statements (February 26, 2016)27, 2019) that could significantly affect their interpretation.

 

F-109


 

F-137