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

 

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

For the fiscal year ended December 31, 20162017

OR

 

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

OR

 

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

Commission file number 001-35401

 

 

CEMENTOS PACASMAYO S.A.A.

(Exact name of Registrant as specified in its charter)

PACASMAYO CEMENT CORPORATION

(Translation of Registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Calle La Colonia 150, Urbanización El Vivero

Surco, Lima

Peru

Peru

(Address of principal executive offices)

Javier Durand, Esq., General Counsel

Tel. +51-1-317-6000

Calle La Colonia 150

Urb. El Vivero - Lima, Peru

(Name, telephone, email and/or facsimile number and address of company contact person)

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

Title of each class

Name of each exchange on which registered

Common Shares, par value S/1.00 per share,


in the form of American Depositary Shares,


each representing five Common Shares

New York Stock Exchange

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

None

None

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

None

 

None

 

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

At December 31, 20162017

531,461,479423,868,449 common shares

13,226,544

4,238,397 investment shares (excluding 37,276,580 investment shares held in treasury)*shares*

*Note: As of April 28, 2017, 423,868,449 common shares and 4,238,397 investment shares (excluding 36,040,497 investment shares held in treasury) were outstanding. On March 1, 2017, we spun off Fosfatos del Pacífico S.A. into a new company called Fossal S.A.A. and as a result the common shares was reduced by 107,593,030 shares and the investment shares were reduced by 10,244,230.

* Excluding 36,040,497 investment shares held in treasury.

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

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

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

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 203.405 of this chapter) during the preceding 12 months (or for such other period that the registrant was required to submit and post such files)    Yes  ☐    No  ☐

Note: Not required for Registrant.

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company.filer. See the definitionsdefinition of “large accelerated filer,” “accelerated filer and “emerging growth company”large accelerated filer” in Rule 12b-2 of the Exchange Act.

(Check one): 

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

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

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

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

U.S. GAAP  ☐

International Financial Reporting Standards as

issued
by the International Accounting Standards Board  ☒

Other  ☐

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

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No   ☒

 

 

Table of Contents

 


Table of Contents

Page
PART I INTRODUCTION12

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE3

ITEM 3.

KEY INFORMATION3

ITEM 4.

INFORMATION ON THE COMPANY2118

ITEM 4A.

UNRESOLVED STAFF COMMENTS4939

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS4939

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES7458

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS8365

ITEM 8.

FINANCIAL INFORMATION8667

ITEM 9.

THE OFFER AND LISTING8768

ITEM 10.

ADDITIONAL INFORMATION9171

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK10380

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES80
PART II 10381
PART II105

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES10581

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS10581

ITEM 15.

CONTROLS AND PROCEDURES10582
ITEM 16.[RESERVED]83

ITEM 16.

[RESERVED]107

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT10783

ITEM 16B.

CODE OF ETHICS10783

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES10783

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES10784

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS10884

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT10884

ITEM 16G.

CORPORATE GOVERNANCE10884

ITEM 16H.

MINE SAFETY DISCLOSURE85
PART III 10985
PART III110

ITEM 17.

FINANCIAL STATEMENTS11085

ITEM 18.

FINANCIAL STATEMENTS11085

ITEM 19.

EXHIBITS11085

 

i


PART I
INTRODUCTION

INTRODUCTION

Certain Definitions

All references to “we,” “us,” “our,” “our company” and “Cementos Pacasmayo” in this annual report are to Cementos Pacasmayo S.A.A., a publicly-held corporation (sociedad anónima abierta) organized under the laws of Peru, and, unless the context requires otherwise, its consolidated subsidiaries. The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; and the termstermsol” and “soles” and the symbol “S/” refer to the legal currency of Peru.

Financial Information

Our consolidated financial statements included in this annual report have been prepared insoles and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and audited in accordance with the standards of the Public Company Accountings Oversight Board (United States).

In this annual report, we present EBITDA and Adjusted EBITDA, which is aare financial measuremeasures that isare not recognized under IFRS. We refer to such financial measuremeasures as a “non-IFRS” financial measure.measures. A non-IFRS financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows of the subject reporting company but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present EBITDA and Adjusted EBITDA because we believe it provides the reader with a supplemental measure of the financial performance of our core operations that facilitates period-to-period comparisons on a consistent basis. EBITDA and Adjusted EBITDA should not be construed as an alternative to profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to a similarly titled measuremeasures reported by other companies, including those in the cement industry. For a calculation of EBITDA and Adjusted EBITDA and a reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable IFRS financial measure, see “Item 3. Key Information—A. Selected Financial Data.”

We have translated some of thesoles amounts appearing in this annual report into U.S. dollars for convenience purposes only. Unless the context otherwise requires, the rate used to translatesoles amounts to U.S. dollars was S/3.3563.241 to US$1.00, which was the period-endaverage accounting exchange rate (tipo de cambio contable) reported on December 31, 20162017, by the Peruvian Superintendence of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca,Seguros y AFPs,orSBS”). The Federal Reserve Bank of New York does not report a noon buying rate forsoles. The U.S. dollar equivalent information presented in this annual report is provided solely for convenience of the reader and should not be construed as implying that thesoles amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” for information regarding historical exchange rates ofsoles to U.S. dollars.

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

Glossary of Technical Terms

You may find the following definitions helpful in your reading of this annual report.

grade” is the amount of minerals in each ton of ore.

hectare” is a metric unit of area equal to 10,000 square meters (2.47 acres).

mineralized material” means a mineralized ore that has been delineated by appropriately spaced drilling or underground sampling to support a sufficient tonnage and average grade of minerals. Such a deposit does not qualify as containing reserves, until a comprehensive evaluation based on unit cost, grade, recoveries, and other material factors establishes legal and economic feasibility.

probable reserves” are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that of proven reserves, is high enough to assume continuity between points of observation.

proven reserves” are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings on drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

reserve” is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

Market Information

We make estimates in this annual report regarding our competitive position and market share, as well as the market size and expected growth of the construction sector and cement industry in Peru. We have made these estimates on the basis of our management’s knowledge and statistics and other information available from the following sources:

 

the Central Bank of Peru (Banco Central de Reserva del Perú);
the Central Bank of Peru (Banco Central de Reserva del Perú);

 

the National Statistical Institute of Peru (Instituto Nacional de Estadística e Informática, or “INEI”);

 

the Association of Cement Producers inof Peru (Asociación de Productores de Cemento, or “ASOCEM”);

 

the Ministry of Housing, Construction and Sanitation;

 

ADUANET, a website administered by the Peruvian Tax Superintendence (Superintendencia Nacional de Administración Tributaria, or “SUNAT”);

 

the Peruvian Chamber of Construction (Cámara Peruana de la Construcción); and

 

the Global Competitiveness Index prepared by the World Economic Forum.


We believe these estimates to be accurate as of the date of this annual report.

Forward-Looking Statements

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

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

 

general economic, political and social risks inherent to conducting business in Peru;

 

exchange rates, inflation and interest rates;

 

the entry of new competitors into the market we serve;

 

construction activity levels, particularly in the northern region of Peru;

 

private investment and public spending in construction projects;

 

unpredictable natural disasters, such as floods and earthquakes affecting the northern region of Peru;

availability and prices of energy, admixtures and raw materials;

 

changes in the regulatory framework, including tax, environmental and other laws;

 

the successful expansion of our production capacity;

 

our ability to compete with potential substitutes of cement products that may be introduced in the Peruvian construction industry;

 

our ability to maintain and expand our distribution network;

 

our ability to retain and attract skilled employees;

our ability to develop successfully the phosphate rock and brine deposits in our fields;

our ability to obtain financing for our phosphate and brine projects; and

 

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

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

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

ITEM 3.KEY INFORMATION

 

A.A.Selected Financial Data

The following selected consolidated financial data should be read together with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes included in this annual report. As of December 31, 2016,2017, the consolidated financial statements comprise the financial statements of our companythe Company and its subsidiaries: Cementos Selva S.A. and subsidiaries, Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmisión Guadalupe S.A.C., Fosfatos del Pacífico S.A., Salmueras Sudamericanas S.A. and Calizas del Norte S.A.C. (in liquidation). As of December 31, 2016, Fosfatos del Pacifico and Salmueras Sudamericanas S.A. was classified as a group of assets (along with related liabilities) held for distribution to shareholders and as a discontinued operation. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.


The following selected financial data as December 31, 2016 and 2015 of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 have been derived from our annual audited consolidated financial statements included in this annual report, which have been prepared in accordance with IFRS as issued by the IASB. The following selected financial data as of December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and 2012 have been derived from our annual reports also prepared in accordance with IFRS as issued by the IASB not included in this annual report.

  Year ended December 31, 
  2016  2016  2015  2014  2013  2012 

Income Statement Data:

 (in millions
of US$,
except share
and per share
data)(1)
  (in millions of S/,
except share and per share data)(1)
 

Sales of goods

 US$369.6  S/ 1,240.2  S/ 1,231.0  S/ 1,242.6  S/ 1,239.7  S/ 1,169.8 

Cost of sales

  (219.5  (736.6  (695.8  (724.1  (716.2  (713.0
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

  150.1   503.6   535.3   518.4   523.4   456.8 

Operating income (expenses):

      

Administrative expenses

  (57.7  (193.4  (179.7  (185.5  (200.4  (193.6

Selling and distribution expenses

  (11.9  (39.9  (31.5  (30.5  (29.8  (30.9

Net gain on sale of available-for-sale financial investment

  —     —     —     10.5   —     —   

Other operating income, net

  0.7   2.4   3.9   (2.9  8.0   7.9 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses, net

  (68.8  (230.8  (207.3  (208.4  (222.2  (216.6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

  81.3   272.8   328.0   310.0   301.3   240.1 

Other income (expenses):

      

Finance income

  1.0   3.2   3.4   11.3   26.7   22.4 

Finance costs

  (22.5  (75.4  (36.8  (31.2  (37.1  (23.8

Gain (loss) from exchange difference, net

  (0.8  (2.5  12.2   (14.7  (48.4  (0.2
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other expenses, net

  (22.3  (74.7  (21.2  (34.6  (58.8  (1.6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

  59   198.1   306.8   275.4   242.5   238.5 

Income tax expense

  23.4   (78.6  (89.4  (78.8  (85.9  (77.0
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year from continuing operations

  35.6   119.5   217.4   196.5   156.6   161.5 

Loss for the year from discontinued operations

  (1.9  (6.6  (5.7  (7.7  (4.3  (5.9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

  33.7   112.9   211.7   188.8   152.3   155.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

      

Equity holders of the parent

  34.6   116.2   215.5   192.8   155.6   159.0 

Non-controlling interests

  (1.0  (3.3  (3.9  (4.0  (3.4  (3.4
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 US$33.6  S/ 112.9  S/ 211.7  S/ 188.8  S/ 152.3  S/ 155.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Share and Per Share Data:

      

Profit per share (3)

 US$0.06  S/ 0.21  S/ 0.38  S/ 0.33  S/ 0.27  S/ 0.28 

Number of shares outstanding (4)

   544,688,023   573,998,649   581,964,603   581,964,603   581,964,603 

Dividends per share

 US$0.08  S/ 0.285  S/ 0.28  S/ 0.20  S/ 0.10  S/ 0.089 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   As of December 31, 
   2016  2016  2015  2014   2013   2012 

Balance Sheet Data:

  (in millions
of US$)(1)
  (in millions of S/,
except share and per share data)(1)
 

Current assets

      

Cash and term deposits

  US$23.9  S/ 80.2  S/ 158.0  S/ 580.5   S/ 977.0   S/ 473.8 

Trade and other receivables

   24.2   81.1   110.9   110.8    68.5    69.4 

Income tax prepayments

   13.9   46.5   44.9   15.0    27.7    21.5 

Inventories

   103.2   346.5   307.5   324.1    334.5    278.1 

Prepayments

   2.4   8.0   7.2   4.4    11.7    10.6 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total current assets

   167.6   562.3   628.5   1,034.8    1,419.4    853.4 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Assets held for distribution

   100.8   338.4   —      —      —      —   

Non-current assets

      

Other receivables

   7.5   25.1   64.1   53.9    46.3    36.1 

Prepayments

   0.4   1.2   1.4   2.3    —      —   

Available-for-sale financial investments

   0.2   0.7   0.4   0.7    36.1    34.9 

Other financial instruments

   20.8   69.9   124.8   12.3    —      —   

Property, plant and equipment

   677.3   2,273.1   2,490.8   2,061.0    1,537.1    1,394.8 

Exploration and evaluation assets

   12.8   43.0   81.9   57.7    59.3    49.5 

Deferred income tax assets

   1.9   6.4   21.1   17.2    15.2    13.4 

Other assets

   0.2   0.6   0.8   1.0    1.2    1.2 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total non-current assets

   721.1   2,419.9   2,785.3   2,206.1    1,695.2    1,529.9 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total assets

   989.5   3,320.6   3,413.8   3,240.9    3,114.5    2,383.3 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Current liabilities

         

Trade and other payables

   42.6   142.8   170.8   137.6    126.9    132.8 

Interest-bearing loans and borrowings

   —     —     —     —      —      22.9 

Income tax payable

   1.0   3.5   3.9   8.7    2.8    0.1 

Provisions

   9.4   31.7   28.9   53.8    28.0    24.0 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total current liabilities

   53.0   178.0   203.5   200.1    157.7    179.8 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Liabilities directly related to assets held for distribution

   0.8   2.7   —     —      —      —   

Non-current liabilities

      

Interest-bearing loans and borrowings

   297.4   998.2   1,012.4   883.6    824.0    192.5 

Other non-current provisions

   6.6   22.0   32.6   0.7    20.5    16.6 

Deferred income tax liabilities, net

   41.7   139.8   119.1   85.9    102.9    100.3 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

   345.7   1,160.0   1,164.1   970.1    947.4    309.4 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total liabilities

   399.5   1,340.6   1,367.7   1,170.2    1,105.1    489.2 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Equity:

      

Capital stock

   158.4   531.5   531.5   531.5    531.5    531.5 

Investment shares

   15.1   50.5   50.5   50.5    50.5    50.5 

Treasury shares

   (32.2  (108.2  (108.2  —      —      —   

Additional paid-in capital

   162.5   545.2   553.5   553.8    556.3    558.5 

Legal reserve

   56.1   188.1   176.5   154.9    119.8    105.2 

Other reserves

   (5.0  (16.6  11.6   5.1    19.0    16.7 

Retained earnings

   201.8   677.1   727.8   696.7    653.7    570.9 

Non-controlling interests

   33.6   112.6   103.1   78.1    78.6    60.9 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total equity

   590.0   1,980.0   2,046.1   2,070.7    2,009.5    1,894.1 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total liabilities and equity

  US$ 989.5  S/  3,320.6  S/ 3,413.8  S/ 3,240.9   S/ 3,114.5   S/ 2,383.3 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

   As of and for the year ended December 31, 
   2016   2016  2015  2014  2013  2012 

Other Financial Information:

  (in millions
of US$)(1)
   (in millions of S/, except
percentage and operating data)
 

Net working capital(4)

  US$114.5    S/ 384.3   S/ 424.9   S/ 834.7   S/ 1,261.7   S/ 673.6 

Capital expenditures(5)

   35.8    120.3   490.8   586.6   200.6   248.2 

Depreciation and amortization(6)

   33.2    111.3   70.8   64.8   55.9   48.0 

Net cash flows from operating activities(6)

   72.0    241.7   275.6   240.4   191.8   99.7 

Net cash flows from (used in) investing activities(6)

   40.4    (135.6  (475.9  (553.5  194.5   (667.4

Net cash flows from (used in) financing activities(6)

   52.9    (177.5  (257.8  (114.8  507.4   273.7 

EBITDA

   110.5    371.0   389.7   365.3   348.9   278.5 

EBITDA margin(7)

     29.9  31.7  29.4  28.1  23.8

Operating Data:

        

Installed capacity (thousand metric tons per year):

        

Cement:

        

Pacasmayo

     2,900   2,900   2,900   2,900   2,900 

Rioja

     440   440   440   440   200 

Piura

     1,600   1,600   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

     4,940   4,940   3,340   3,340   3,100 

Clinker:

        

Pacasmayo

     1,500   1,500   1,500   1,500   1,500 

Rioja

     280   280   280   280   200 

Piura

     1,000   1,000   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

     2,780   2,780   1,780   1,780   1,700 

Quicklime:

        

Pacasmayo

     240   240   240   240   240 

Production (thousand metric tons):

        

Cement:

        

Pacasmayo

     1,177   1,884   2,054   2,101   2,053 

Rioja

     281   288   296   240   200 

Piura

     817   161   —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

     2,276   2,333   2,350   2,341   2,253 

Clinker:

        

Pacasmayo

     887   967   1,014   1,189   1,209 

Rioja

     215   235   228   196   159 

Piura

     629   —     —     —     —   
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

     1,731   1,202   1,242   1,385   1,368 

Quicklime:

        

Pacasmayo

     156   98   101   67   101 
                   
  

Year ended December 31,

 
  

2017

  

2017

  

2016

  

2015

  

2014

  

2013

 

Statement of Financial Position:

 

(in millions
of US$,
except share
and per share
data)(1)

  

(in millions of S/,
except share and per share data)(1)

 
                   
Sales of goods US$         378.2  S/       1,225.6  S/ 1,240.2  S/ 1,231.0  S/ 1,242.6   1,239.7 
Cost of sales  (226.1)  (732.9)  (736.6)  (695.8)  (724.1)  (716.2)
Gross profit  152.0   492.7   503.6   535.3   518.4   523.4 
Operating income (expenses):                        
Administrative expenses  (60.4)  (195.6)  (193.4)  (179.7)  (185.6)  (200.4)
Selling and distribution expenses  (14.4)  (46.6)  (39.9)  (31.5)  (30.5)  (29.8)
Net gain on sale of available-for-sale financial investment              10.5    
Impairment on brine project  (14.7)  (47.6)            
Other operating income, net  (1.3)  (4.3)  2.4   3.9   (2.9)  8.0 
Total operating expenses, net  (90.7)  (294.1)  (230.8)  (207.3)  (208.4)  (222.2)
Operating profit  61.3   198.6   272.8   328.0   310.0   301.3 
Other income (expenses):                        
Finance income  1.8   5.8   3.2   3.4   11.3   26.7 
Finance costs  (22.8)  (73.8)  (75.4)  (36.8)  (31.2)  (37.1)
(Loss) Gain from exchange difference, net  (0.7)  (2.2)  (2.5)  12.2   (14.7)  (48.4)
Total other expenses, net  (21.7)  (70.2)  (74.7)  (21.2)  (34.6)  (58.8)
Profit before income tax  39.6   128.4   198.1   306.8   275.4   242.5 
Income tax expense  (14.5)  (47.0)  (78.6)  (89.4)  (78.8)  (85.9)
Profit for the year from continuing operations  25.1   81.4   119.5   217.4   196.5   156.6 
Loss for the year from discontinued operations  (0.2)  (0.8)  (6.6)  (5.7)  (7.7)  (4.3)
Profit for the year  24.9   80.6   112.9   211.7   188.8   152.3 
                         

Share and Per Share Data:

                        
Attributable to:                        
Equity holders of the parent  28.9   93.8   116.2   215.5   192.8   155.6 
Non-controlling interests  (4.1)  (13.2)  (3.3)  (3.9)  (4.0)  (3.4)
  US$            24.9  S/             80.6  S/ 112.9  S/ 211.7  S/ 188.8  S/ 152.3 
                         
Profit per share (4) US$0.06  S/ 0.21  S/ 0.21  S/ 0.38  S/ 0.33  S/ 0.27 
Number of shares outstanding(5)      446,063,120   544,688,023   573,998,649   581,964,603   581,964,603 
Dividends per share US$            0.11  S/              0.35  S/0.285   S/0.28  S/0.20  S/ 0.10 

 


                   
  

As of December 31,

 
  2017  2017  2016  2015  2014  2013 
Balance Sheet Data: (in millions
of US$)(1)
  (in millions of S/,
except share and per share data)(1)
 
Current assets                        
Cash and term deposits US$15.2  S/49.2  S/ 80.2  S/ 158.0  S/ 580.5  S/ 977.0 
Trade and other receivables  30.7   99.5   81.1   110.9   110.8   68.5 
Income tax prepayments  8.6   27.8   46.5   44.9   15.0   27.7 
Inventories  115.1   373.0   346.5   307.5   324.1   334.5 
Prepayments 1.2   3.8   8.0   7.2   4.4   11.7 
Total current assets  170.7   553.3   562.3   628.5   1,034.8   1,419.4 
                         
Assets held for distribution        338.4          
Non-current assets                        
Other receivables  5.0   16.2   25.1   64.1   53.9   46.3 
Prepayments  0.2   0.6   1.2   1.4   2.3    
Available-for-sale financial investments  6.5   21.2   0.7   0.4   0.7   36.1 
Other financial instruments  0.2   0.5   69.9   124.8   12.3    
Property, plant and equipment  681.5   2,208.6   2,273.1   2,490.8   2,061.0   1,537.1 
Exploration and evaluation assets  4.1   13.4   43.0   81.9   57.7   59.3 
Deferred income tax assets  0.0   0.1   6.4   21.1   17.2   15.2 
Other assets  0.1   0.2   0.6   0.8   1.0   1.2 
Total non-current assets  697.6   2,260.8   2,419.9   2,785.3   2,206.1   1,695.2 
Total assets US$868.3  S/2,814.1  S/3,320.6  S/3,413.8  S/3,240.9  S/3,114.5 
                         
Current liabilities                        
Trade and other payables US$54.9  S/178.0  S/142.8  S/170.8  S/137.6   126.9 
Interest-bearing loans and borrowings                     
Income tax payable  0.7   2.4   3.5   3.9   8.7   2.8 
Provisions  7.6   24.6   31.7   28.9   53.8   28.0 
Total current liabilities  63.3   205.0   178.0   203.5   200.1   157.7 
Liabilities directly related to assets held for distribution        2.7          
                         
Non-current liabilities                        
Interest-bearing loans and borrowings  297.8   965.3   998.2   1,012.4   883.6   824.0 
Other non-current provisions  8.7   28.3   22.0   32.6   0.7   20.5 
Deferred income tax liabilities, net  33.6   108.8   139.8   119.1   85.9   102.9 
Total non-current liabilities  340.1   1,102.4   1,160.0   1,164.1   970.1   947.4 
Total liabilities US$403.4  S/1,307.4  S/1,340.6  S/1,367.7  S/1,170.2  S/1,105.1 
Equity:                        
Capital stock US$130.8  S/423.9  S/531.5  S/531.5  S/531.5  S/531.5 
Investment shares  12.4   40.3   50.5   50.5   50.5   50.5 
Treasury shares  (36.7)  (119.0)  (108.2)  (108.2)      
Additional paid-in capital  133.5   432.8   545.2   553.5   553.8   556.3 
Legal reserve  49.6   160.7   188.1   176.5   154.9   119.8 
Other reserves  (13.5)  (43.7)  (16.6)  11.6   5.1   19.0 
Retained earnings  188.7   611.7   677.1   727.8   696.7   653.7 
Non-controlling interests     0.1   112.6   103.1   78.1   78.6 
Total equity  464.9   1,506.7   1,980.0   2,046.1   2,070.7   2,009.5 
Total liabilities and equity US$868.3  S/2,814.1  S/3,320.6  S/3,413.8  S/3,240.9  S/ 3,114.5 


                   
  

As of and for the year ended December 31,

 
  2017  2017  2016  2015  2014  2013 

Other Financial Information:

 

(in millions
of US$)(1)

  (in millions of S/, except
percentage and operating data)
 
                   
Net working capital (4) US$107.5  S/348.3  S/384.3  S/ 424.9  S/ 834.7  S/ 1,261.7 
Capital expenditures (5)  21.6   70.0   120.3   490.8   586.6   200.6 
Depreciation and amortization  38.3   124.2   111.3   70.8   64.8   55.9 
Net cash flows from operating activities  77.3   250.4   241.7   275.6   240.4   191.8 
Net cash flows from (used in) investing activities  (21.8)  (70.6)  (135.6)  (475.9)  (553.5)  194.5 
Net cash flows from (used in) financing activities  (57.2)  (185.4)  (177.5)  (257.8)  (114.8)  507.4 
Adjusted EBITDA  114.6   371.5   371.0   389.7   365.3   348.9 
Adjusted EBITDA margin  30.3%  30.3%  29.9%  31.7%  29.4%  28.1%

Operating Data: 

As of and for the year ended December 31,

 
Installed capacity (000 metric tons/year): 

2017

  2016  2015  2014  2013 
Cement:               
Pacasmayo  2,900   2,900   2,900   2,900   2,900 
Rioja  440   440   440   440   440 
Piura 1,600   1,600   1,600       
Total  4,940   4,940   4,940   3,340   3,340 
                     
Clinker:                    
Pacasmayo  1,500   1,500   1,500   1,500   1,500 
Rioja  280   280   280   280   280 
Piura  1,000   1,000   1,000       
Total  2,780   2,780   2,780   1,780   1,780 
Quicklime                    
Pacasmayo  240   240   240   240   240 
Production (000 metric tons/year):                    
Cement:                    
Pacasmayo  1,141   1,177   1,884   2,054   2,101 
Rioja  287   281   288   296   240 
Piura  858   817   161       
Total  2,286   2,275   2,333   2,350   2,341 
Clinker:                    
Pacasmayo  687   887   967   1,014   1,189 
Rioja  209   215   235   228   196 
Piura  746   629          
Total  1,642   1,731   1,202   1,242   1,385 
Quicklime                    
Pacasmayo  168   156   98   101   67 

(1)Calculated based on thean average exchange rate of S/3.3563.241 to US$1.00 as of December 31, 2016 which was the average accounting exchange rate reported by the SBS on December 31, 2016.2017.

(2)Basic earnings per share amounts are calculated by dividing the profit for the year attributable to common shares and investment shares of the equity holders of parentthe Company by the weighted average number of common shares and investment shares outstanding during the year. The weighted average number of shares in 2017, 2016 and 2015 takes into account the weighted average effect of changes in our treasury shares.shares held in treasury. On October 15, 2015, we acquired 37,276,580 of our investment shares. In January 2017, we acquired 7,911,845 of our investment shares.

(3)Data for 2015 and 2016 is net of weighted averageIn addition number of treasury shares.common and investment shares was reduced due to the spin-off of the net assets of Fosfatos del Pacífico S.A. to Fossal S.A.A.

(4)Represents current assets minus current liabilities.

(5)Represents expenditures for the purchase of property, plant, equipment and equipment.intangibles.
(6)Includes continuing and discontinued operations. For detail on cash flow from discontinued operations please see “Item 18. Financial Statements – Consolidated Statements of Cash Flow.”
(7)EBITDA margin is calculated by dividing EBITDA by sales.


Non-IFRS Financial Measure and Reconciliation

We define EBITDA as profit minus finance income and plus finance costs, income tax expenses, and depreciation and amortization, and minus finance income and plus or minus gain from exchange difference, net. We define Adjusted EBITDA as EBITDA plus impairment on the brine project.

EBITDA and Adjusted EBITDA should not be construed as an alternative to profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to a similarly titled measuremeasures reported by other companies, including those in the cement industry.

The following table sets forth the reconciliation of our profit to EBITDA and Adjusted EBITDA:

             
  Year ended December 31,  

Year ended December 31,

 
  2016 2016 2015 2014 2013 2012  

2017

  2017 2016  

2015

 

2014

  2013 
  (in millions
of US$)(1)
 (in millions of S/)      

(in millions
of US$)(1)

 

(in millions of S/)

 

Profit

  US$33.6  S/ 112.9  S/ 211.7  S/ 188.8  S/ 152.3  S/ 155.6  US$        24.9 S/80.6 S/ 112.9 S/  211.7 S/  188.8 S/  152.3 

Finance income

   (1.0 (3.3 (3.5 (11.7 (27.2 (23.3 (1.8)  (5.8)  (3.3)  (3.5)  (11.7)  (27.2)

Finance costs

   22.5  75.4  36.8  31.2  37.1  23.8   22.8   73.8   75.4   36.8   31.2   37.1 

(Gain) loss from exchange difference, net

   0.7  2.5  (12.4 14.8  48.4  0.7   0.7   2.2   2.5   (12.4)  14.8   48.4 

Income tax expense

   21.5  72.2  86.2  77.5  82.4  73.7   15.1   48.9   78.6   89.4   78.8   85.9 

Depreciation and amortization

   33.2  111.3  70.8  64.8  55.9  48.0   38.3   124.2   111.3   70.8   64.8   55.9 
  

 

  

 

  

 

  

 

  

 

  

 

 

EBITDA

   110.5  371.0  389.7  365.3  348.9  278.5  US$99.9  S/323.9  S/371.0  S/389.7  S/      365.3  S/  348.9 
  

 

  

 

  

 

  

 

  

 

  

 

 
Impairment on brine project  14.7  47.6             
Adjusted EBITDA US$114.6  S/      371.5  S/371.0  S/389.7  S/ 365.3  S/ 348.9 

 

(1)Calculated based on thean average exchange rate of S/3.3563.241 to US$1.00 as of December 31, 2016 which was the accounting exchange rate reported by the SBS on December 31, 2016.2017.

Exchange Rates

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

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

   High   Low   Average(1)   Period end 

2012

   2.709    2.550    2.639    2.550 

2013

   2.820    2.540    2.702    2.795 

2014

   2.988    2.761    2.839    2.986 

2015

   3.411    2.982    3.186    3.411 

2016

   3.537    3.249    3.375    3.356 

October 2016

   3.409    3.352    3.386    3.363 

November 2016

   3.424    3.361    3.403    3.411 

December 2016

   3.421    3.355    3.395    3.356 

January 2017

   3.392    3.277    3.340    3.285 

February 2017

   3.292    3.242    3.260    3.261 

March 2017

   3.295    3.242    3.264    3.248 

April 2017 (through April 18)

   3.253    3.246    3.249    3.247 
              
   

High

  

Low

  

Average(1)

  

Period end

 
               
2013   2.820   2.540   2.701   2.795 
2014   2.988   2.761   2.839   2.985 
2015   3.411   2.982   3.186   3.411 
2016   3.537   3.249   3.375   3.356 
2017                 
November 2017   3.251   3.233   3.241   3.233 
December 2017   3.290   3.232   3.246   3.242 
January 2018   3.229   3.207   3.215   3.216 
February 2018   3.269   3.212   3.248   3.260 
March 2018   3.272   3.217   3.252   3.227 
April 2018 (through April 24)   3.238   3.216   3.228   3.232 
                   

 

Source:

Source: SBS

 

(1)Averages are based on daily exchange rates.

On April 26, 2017,24, 2018, the exchange rate was S/3.2493.232 per US$1.00.


B.B.Capitalization and Indebtedness

Not applicable.

 

C.C.Reasons for the Offer and Use of Proceeds

Not applicable.

 

D.D.Risk Factors

Risks Relating to Peru

Economic, social and political developments in Peru including political instability, inflation and unemployment could adversely affecthave a material adverse effect on our business,business.

All of our operations and customers are located in Peru. Accordingly, our financial condition and results of operations.

Alloperation depend on the level of oureconomic activity in Peru. Our financial condition and results of operations are conductedcould be affected by changes in Perueconomic and depend onother policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector), and by other economic and political developments in the country. As a result, our business may be materially and adversely affected byPeru, including devaluation or depreciation, currency exchange controls, inflation, economic downturns, currency depreciation, inflation, interest rate fluctuation, government policies, regulation, taxation,political instability, corruption scandals, social instability, political unrest terrorism and other developments in or affecting the country, over which we have no control.terrorism.

The cement industry in Peru is highly dependent on construction activity in the country, which, in turn, depends on the purchasing power of consumers and, to a lesser extent, commercial and infrastructure investment. Adverse economic conditions could adversely affect construction activity and result in a decrease in demand for cement products.

In the past, Peru has experienced periodspolitical instability that included a succession of regimes with disparate economic policies and programs that created uncertainty for domestic and foreign investors. At present, Peru is a democracy under the administration of President Martin Vizcarra, who took office in March 2018 after peacefully assuming the presidency following President Pedro Pablo Kuczynski’s resignation following allegations of his involvement in a corruption scandal. Prior governments have imposed controls on prices, exchange rates, local and foreign investment and international trade, restricted the ability of companies to dismiss employees, expropriated private sector assets and prohibited the remittance of profits to foreign investors. We cannot be certain whether the Peruvian government will continue or be able to pursue its agenda, including business-friendly and open-market economic policies that stimulate economic growth and social stability.

During the 1980s and the early 1990s, Peru experienced severe economic recession, significant currency devaluationterrorist activity targeted against, among others, the government and high rates of inflation. In addition,the private sector. Since then, terrorist activity in Peru has experienced periods of political instability which have ledbeen mostly confined to adverse economic consequences. We cannot assure you that Peru will not experience similar adverse developmentssmall-scale operations in the future.

While Peru has experienced economic growthHuallaga Valley and the Valleys of the Rivers Apurimac, Ene and Mantaro, or “VRAEM,” areas, both in recent years, political tensions, high levelsthe Eastern part of povertythe country. The Huallaga Valley and unemployment,VRAEM constitute the largest areas of coca cultivation in the country and social conflicts with localthus serve as a hub for the illegal drug trade. Terrorist activity and indigenous communitiesthe illegal drug trade continue to be pervasive problems in Peru. Inkey challenges for Peruvian authorities. Any violence derived from the past, certain areas indrug trade or a resumption of large-scale terrorist activities which may occur could hurt our operations and, could disrupt the south and the northern highlandseconomy of Peru with significant mining developments have experienced strikes and protests related mainly to the environmental impact of metallic mining activities, which have resulted in political tensions, commercial disruptions and a climate of uncertainty with respect to future mining projects. Future government policies in response to social unrest could include, among other things, increased taxation, as well as expropriation of assets, including those owned by us. These policies could materially and adversely affect the Peruvian economy and, as a result, our business, financial condition and results of operations.

Political developments in Peru could adversely affect our operations.

Our financial condition and results of operations may be adversely affected by changes in Peru’s political situation to the extent that such changes affect the nation’s economic policies, growth, stability, outlook or regulatory environment.business. In addition, Peru has, from time to time, experienced social and political turmoil, including riots, nationwide protests, strikes and street demonstrations. Despite Peru’s ongoing economic growth and stabilization, the social and political tensions and high levels of poverty and unemployment continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation, or nationalization, of private assets and property, suspension of the enforcement of creditors’ rights orand new taxation policies. These policies could adversely and materially affect the Peruvian economy and our business.

Peru’s

Furthermore, some of the measures proposed by the new administration may generate political and social opposition, which may in turn prevent the current government from adopting such measures as proposed. Political parties opposed to the current administration retained a majority of the seats in the Peruvian Congress in the last elections, which will require the current administration to seek political support from such opposition parties for its economic proposals. Additionally, the opposition in the Peruvian Congress called a vote to impeach former President Kuczynski in connection with certain alleged links to Brazilian construction firm Odebrecht. The vote took place on December 21, 2017 and only obtained 78 (60%) of the 87 (67%) votes needed for impeachment. Therefore, former President Kuczynski remained in his position. This created political instability going forward and further uncertainty in the ability of the current administration to pass measures that it expects to implement. During this process, the sol weakened against the U.S. dollar and local currency bond yields rose.

On December 24, 2017, President Kuczynski used his constitutional presidential prerogative and pardoned former President Alberto Fujimori who was serving a 25 year sentence, it is believed, in an attempt to gain support from the ruling majority in the Peruvian Congress. The move triggered protests in Peru from various sectors of Peruvian society and political parties.

On March 8, 2018, a group of 30 congressmen (from a total of 130) introduced a motion to hold a new impeachment proceeding against former President Kuczynski. On March 15, 2018, the Peruvian Congress approved such motion with an affirmative vote of 87 members of Congress, and President Kuczynski was summoned to appear before Congress on March 22, 2018.

On March 21, 2018, President Kuczynski presented resigned his office as president, Pedro Pablo Kuczynski has beendue to allegations in the context of the impeachment proceeding planned by Congress. On March 23, 2018, Congress accepted his resignation and his first vice president, Martín Vizcarra, was sworn in as acting president. On April 2, 2018, President Vizcarra appointed the members of his cabinet. We cannot assure you whether President Vizcarra will remain in office sincefor the remainder of the presidential term, which ends in July 28, 2016. This administration has adopted2021. If President Vizcarra and espouses open-market policiesthe current second vice president both resign, the president of the Congress would become acting president and is expected to continueCongress would call for new elections, which may include both new presidential and congressional elections. The political instability caused by these events could affect macroeconomic conditions in the economic model of recent governments,country, including currency volatility, as well as undertake reforms to improve macroeconomic performance. However, since he does not have a majority in Congress, it may be difficult for President Kuczynski to get significant reforms approved, and he

negative effect on our business.


will have to negotiate with the opposition which may dilute intended economic results. The electionAnother source of Mr. Kuczynski initially generated tremendous optimism and high expectations from the business community. However, the recent corruption scandalrisk is related to Odebrecht’s alleged bribery of Peruvian officials, the impact of several weather phenomena and other political challenges have decreased the pace of economic growth. While this has significantly impacted Mr. Kuczynski’s approval ratings and delayed progress, his plans to invest in Peru’s infrastructure remain in place.

Although the new Kuczynski administration espouses business friendly and open-market policies, we cannot assure you that it will maintain policies or policies that stimulate economic growth and social stability. Any changesunrest in areas where mining, oil and gas operations take place. In recent years, Peru has experienced protests against mining projects in several regions around the country. Mining is an important part of the Peruvian economy, orwith mining and oil and gas as of December 31, 2017, accounted for approximately 3.2% of the country’s GDP according to the Central Bank of Peru. On several occasions, local communities have opposed these operations and accused them of polluting the environment and hurting agricultural and other traditional economic activities. In late 2011 and throughout 2012, social and political tension peaked around Conga, a gold project in the northern region of Cajamarca. The launch of Conga, which involved investments of approximately US$4.5 billion, failed as a result of the protests. Social demands and conflicts could have an effect on the Peruvian government’s economic policies mayeconomy.

The foregoing political uncertainty and presidential decisions could further increase interest rate and currency volatility, as well as adversely and materially affect the Peruvian economy and our business.

A depreciation or devaluation of the sol could have a negativematerial adverse effect on our financial condition and results of operations.

A significant depreciation or devaluation of the Sol may affect us due to the fact that our revenues are denominated in soles while 100% of our indebtedness, as of December 31, 2017, is denominated in U.S. dollars. As a result, we are exposed to currency mismatch risks. As of December 31, 2017, we maintain cross currency swap hedging agreements in aggregate principal amount of 100% of our current U.S. dollar-denominated debt to hedge against the foreign exchange risks associated. Nonetheless, a devaluation of the sol against the U.S. dollar and increased exchange rate volatility such as the one recently experienced due to political uncertainty would increase the cost of our interest payments obligations which could have a material adverse effect on our financial condition and results of operations.

The re-implementation by the Peruvian government of restrictive exchange rate policies and other laws could have an adverse effect on our business, financial condition and results of operations.

Fluctuations

Since 1991, the Peruvian economy has undergone a major transformation from a highly protected and regulated system to a free market economy. During this period, protectionist and interventionist laws and policies have been dismantled. The Peruvian economy has responded to this transformation by growing at a compound average annual rate of 4.6% during the period from 1994 to 2017. Currently, foreign exchange rates are determined by market conditions, with regular open-market operations by the Central Bank of Peru in the foreign exchange market to reduce volatility in the value of the sol relative toPeru’s currency against the U.S. dollardollar.

We cannot assure you that the Peruvian government will not institute restrictive exchange rate policies in the future. Any such restrictive exchange rate policy could adversely affecthave a material adverse effect on our business, financial condition and results of operations.operations and adversely affect our ability to repay debt or other obligations and restrict our access to international financing.

Fluctuations

In addition, if the Peruvian government were to institute restrictive exchange rate policies in the value offuture, we might be obligated to seek an authorization from the sol relativePeruvian government to make payments on the U.S. dollar could adversely affect Peru’s economy. In addition, a depreciation of thesol could increase, in terms ofsoles, certain of our production costs. Substantially all of our revenues are denominated in soles. However, certain of our expenses, such as the purchase of some coal and electricity, and some imported clinker, are denominated in U.S. dollars. In 2016, approximately 24% of our cost of sales was denominated in U.S. dollars. In addition, in February 2013, we issued US$300.0 million of our 4.50% Senior Notes due 2023 on which we must make interest payments in U.S. dollars. As of December 31, 2016, we had hedged our exchange rate exposure related to the Senior Notes. As of December 31, 2016, the sol had appreciated 1.6% with respect to the U.S. dollar as compared to December 31, 2015. In the past, the exchange rate between the solnotes and the U.S. dollar has fluctuated significantly.guarantees. We cannot assure you that such an authorization would be obtained. Any such exchange rate restrictions or the value of the sol against other currencies (including the U.S. dollar) will not fluctuate significantly in the future, whichfailure to obtain such an authorization could materially and adversely affect the Peruvian economy and our business, financial condition and results of operations.

In addition, although Peruvian law currently imposes no restrictions on our ability to convert solesmake payments under US dollar denominated debt and to foreign currency and transfer foreign currency outside of the country,pay dividends on our ADRs.

Increased inflation in the 1980s and early 1990s Peru imposed exchange controls, including controls affecting the remittance of dividends to foreign investors. We cannot assure you that exchange controls in Peru will not be implemented in the future. The imposition of exchange controls could have an adverse effect on the Peruvian long-term credit market, as well as the Peruvian economy generally and, therefore, on the ability of holders of our American Depositary Shares (“ADSs”), each representing five of our common shares, to receive dividends in U.S. dollars.

Inflation could adversely affect our business, financial condition and results of operations.

In the past, Peru like some other countries in Latin America, experiencedhas suffered through periods of hyperinflationhigh and hyper-inflation, which has materially undermined the Peruvian economy and the government’s ability to create conditions that support economic growth. In response to increased inflation, the Central Bank of Peru, which sets the Peruvian basic interest rate, may increase or decrease the basic interest rate in an attempt to control inflation or foster economic growth. Increases in the 1980sbase interest rate could adversely affect our results of operations, increasing the cost of certain funding. Additionally, a return to a high-inflation environment would also undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and high rates of inflation in the early 1990s. In recent years, inflation has been relatively low, with an average annual inflation rate between 2012 and 2016 of 3.3% as measured by the Peruvian Consumer Price Index (Índice de Precios al Consumidor del Perú) that is calculated and published by the INEI. During 2016, the rate of inflation was 3.2%. If Peru experiences significant rates of inflation in the future, the economy could be adversely affected. In addition, high rates of inflation could increaseemployment, while increasing our operating costs and adversely impactimpacting our operating margins if we are not ableunable to pass the increased costs on to consumers.our customers.

Changes in tax laws or their interpretation may increase our tax burden and, as a result, could adverselynegatively affect our business, financial condition and results of operations.business.

The Peruvian Congress and government from time to time implementsregularly implement changes to tax regulations. Anylaws that may increase our tax burden, or the tax burden of our subsidiaries. These changes may include modifications in our taxable base, tax rates and, on occasion, the enactment of temporary taxes that in some cases have become permanent taxes or changes to VAT exemptions applicable to certain of our operations in the Amazonian region. We are unable to estimate the outcomes that these changes may have on business. In that sense, the Peruvian government recently introduced several changes related to transfer pricing rules and formal obligations in order to comply with BEPS (base erosion and profit shifting) Guidelines on transactions performed between related parties or with the intervention of low or no-tax jurisdictions, such as the obligation to file new local-files, master-files and country-by-country reports with the Peruvian tax authority, and to adjust taxable bases accordingly for income tax purposes.


The effects of any tax reforms that could be proposed in the future and any other changes that result from the enactment of additional reforms have not been, and cannot be, quantified. However, any changes to our tax regime or interpretations thereof (including in connection with the tax rates, tax base (base imponible), deductions rules, payments in advance regime (regimen de pagos a cuenta), time of payment or the establishment of new taxes thereof, may result in increases toin our overall tax burden,costs and/or our overall compliance costs, which wouldcould negatively affect our profitability.

results of operation.

Earthquakes, floodingOur operations could be adversely affected by an earthquake, flood or other natural disasters.

Severe weather conditions and other natural disasters couldin areas in which we have shopping malls may materially adversely affect our business, financial conditionoperations. Peru is affected by El Niño, an oceanic and resultsatmospheric phenomenon that causes a warming of operations.

temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Peru and various other effects in other parts of the world. The effects of El Niño, which typically occurs every two to seven years, include flooding and the destruction of fish populations and agriculture, and accordingly have a negative impact on Peru’s economy. For example, in early 2017, El Niño adversely affected agricultural production, transportation services, tourism and commercial activity, caused widespread damage to infrastructure and displaced significant populations. El Niño is expected to have produced a 1.2% drop in GDP in 2017 relative to 2016 figures. The Peruvian government estimated that El Niño caused US$2.8 billion in damages in affected regions in the first half of 2017. Peru also is located in an area that experiences seismic activity and occasionally is affected by earthquakes. InFor example, in 2007, an earthquake with a magnitude of 7.9 on the Richter scale struck the central coast of Peru, severely damaging the Ica region located south of Lima. Such conditions may result in physical damage to our properties, closure of one or more of our shopping centers or our tenants-stores, inadequate work forces in our markets, temporary disruptions in the supply of products to our tenants, delays in the delivery of goods to our tenants’ stores and a reduction in the availability of products in our tenants’ stores. In addition, Peru, includingadverse climate conditions (due to climate change or otherwise) and adverse weather patterns, such as droughts or floods that impact growing conditions and the northern region where substantially allquantity and quality of our assets and our operations are located, experiences from time to time severe rainfall and flooding, largely as a result of the climate pattern known as El Niño, which typically occurs every two to seven years. Even though we have insurance covering damages caused by natural disasters, the occurrence of a severe natural disaster in the north of Peru could affect our facilities and temporarily disrupt our operations, the provisioning of raw material, the distribution of our products and, consequently, our business, financial condition and results of operations. During the first quarter of 2017, northern Peru has experienced severe rain, landslides and flooding, which have affected the demand for cement, and our ability to fulfill orders and ship our products, as well as our ability to access raw materials since some roads and bridges have been destroyed or are impassable. As of the date of this annual report, our plants have not suffered any significant damage that has affected our ability to operate normally. However, GDP growth rates for 2017 are expected to be adversely affected by these natural disasters.

A resurgence of terrorism in Peru couldcrops, may materially adversely affect the Peruvian economyavailability or cost of certain commodities or other products within our supply chain. Any of these factors may disrupt and as a result, our business and results of operations.

In the past, Peru experienced significant levels of terrorist activity that reached its peak of violence against the government and private sector in the late 1980s and early 1990s. In the mid-1990s, terrorist groups suffered significant defeats, including the arrest of key leaders, resulting in considerable limitations in their activities. Although terrorism no longer poses a significant threat in Peru, a small group of terrorists primarily related to drug traffickers continues to operate in remote mountainous and jungle areas in the central and southern regions of the country. A resurgence of terrorism could materially and adversely affect the Peruvian economy and, as a result, our business, financial condition and results of operations.

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

Financial and securities markets in Peru are influenced to varying degrees, by economic and market conditions in regional or global markets. Although economic conditions vary from country to country, investors’ perceptions of the events occurring in one country may adversely affect capitalcash flows into and securities from issuers in other countries, including Peru. TheFor example, the Peruvian economy was adversely affected by the political and economic events that occurred in several emerging economies in the 1990s, including in Mexico in 1994, andwhich impacted the Asian crisis in 1997, which affected the marketfair value of securities issued by companies from markets throughout Latin America. The crisis in the Asian markets beginning in 1997 also negatively affected markets throughout Latin America. Similar adverse consequences resulted from the economic crisis in Russia in 1998, the Brazilian currency devaluation in 1999 and the Argentine crisis in 2001.

In addition, Peru’s economy continues to be affected by events in the economies of its major regional partners and in developed economies that are trading partners or that affect the global economy. During the

The 2008 and 2009 global economic and financial crisis substantially affected the financial system, including Peru’s securities market and economy. Additionally, the debt crisis in Europe that commencedbegan with financial crises in Greece, Spain, Italy and Portugal, reduced the confidence of foreign investors, caused volatility in the securities markets and affected the ability of companies to obtain financing globally. Doubts about the pace of global growth, particularly in the United States, contributed to already weak international growth in 2011, 2012 and 2013. Brexit continues to create volatility and uncertainty in a number of financial markets. Any interruption to the recovery of developed economies, the continued effects of the global crisis in 2008 global conditions ledand 2009, a worsening or resurgence of the debt crisis in Europe, impacts due to Brexit or a slowdown innew economic growth in Peru, slowing gross domestic product (“GDP”) growth in 2009 to 0.9%.and/or financial crisis, or a combination of the above, could affect the Peruvian economy, and consequently, materially adversely affect our business. In particular, the Peruvian economy recently has suffered the effects of lowerfluctuating commodity prices in the international markets, a decrease in export volumes, a decrease in foreign direct investment inflows and, as a result, a decline in foreign reserves. During 2016, commodity prices increased, partly as a result of expectations of higher infrastructure spendingreserves and an increase in its current account deficit. Further, the United States inhas imposed new tariffs that could undermine economic growth and raise costs for manufacturers around the case of base metals, and the increase in speculative positions, which resulted in short-term growth in Peruvian GDP. Adverseworld

Additionally, adverse developments in regional or global markets or an increase in the perceived risks associated with investing in emerging markets in the future could adversely affect the Peruvian economy and, as a result, adversely affect our business, financial condition and results of operations.


A decline in the prices of certain commodities in the international markets could have a material adverse effect on our financial condition and results of operations.

In 2017, traditional exports, in particular mineral products, fishing products, agricultural products and petroleum and its derivatives, represented 73.8% of Peru’s total exports, according to the figures published by the Central Bank of Peru. Changes in commodity prices in the international markets, especially traditional minerals which represented 60.5% of exports by value as of the third quarter of 2017 (according to the Central Bank of Peru), may have an adverse impact on government finances, which could affect both investor confidence and the sustainability of government expenditure and social programs. Thus, a decline in commodity prices could, ultimately, affect the political environment in Peru, especially as regional and local governments are particularly reliant on tax revenue from mining concerns. By potentially affecting private sector demand and investor confidence, lower commodity prices could also affect the retail sector, leading to, for example, a decline in purchasing power and consumer spending. A decline in commodity prices could also materially affect demand for our discretionary products as well as lower traffic.

Corruption and ongoing high-profile corruption investigations may hinder the growth of the Peruvian economy and have a negative impact on our business and operations.

Peruvian authorities are currently conducting several high-profile corruption investigations relating to the activities of certain Brazilian companies and its Peruvian partners in the construction and infrastructure sectors, which have resulted in suspension or delay of important infrastructure projects that were otherwise operational and permitted. The overall delay relating to such projects has resulted in a drop in GDP growth and overall infrastructure investment.

In July 2017, former President Ollanta Humala and his wife were detained in connection with a corruption probe and in February 2018, a Peruvian judge submitted a request to extradite former president Alejandro Toledo on allegations of bribery, both in connection with Brazilian construction company Odebrecht SA. Several high-profile politicians are subject to corruption investigations. Corruption and corruption investigations could directly affect the Peruvian government, divert resources that would otherwise be focused on developing the economy, create political instability, and result in slower or negative economic growth, such as has recently happened in Brazil. In turn, this could impact our ability to successfully implement our growth and expansion strategies.

On March 8, 2018, a group of 30 congressmen (of 130) introduced a motion for a new impeachment proceeding against President Kuczynski. On March 15, 2018, the Peruvian Congress approved such motion with an affirmative vote of 87 members of Congress, and President Kuczynski was summoned to testify before Congress on March 22, 2018.

On March 21, 2018, President Kuczynski announced his decision to resign his office as president, due to allegations of corruption he faced. On March 23, 2018, Congress accepted his resignation and his first vice president, Martín Vizcarra, was sworn in as acting president. On April 2, 2018, President Vizcarra appointed the members of his cabinet. We cannot assure you whether President Vizcarra will remain in office for the remainder of the presidential term, which ends in July 2021. If President Vizcarra and the current second vice president both step down, the president of Congress would become acting president and Congress would call for new elections, which may include both new presidential and congressional elections. The political instability caused by these events could affect macroeconomic conditions in the country, including currency volatility, as well as have a negative effect on our business and the price and volatility of the notes.

See “—Economic, social and political developments in Peru including political instability, inflation and unemployment could have a material adverse effect on our business.”

Risks Relating to our Business and Industry

We are subject to the possible entry of domestic or international competitors into our market, which could decrease our market share and profitability.

The cement market in Peru is competitive and is currently served mainly by three main groups which together supply most of the cement consumed in the country. In the cement industry, the location of a production plant tends to limit the market a plant can serve because transportation costs are generally high, reducing profit margins. Historically, we have supplied the northern region of Peru while two other groups have supplied the central (which includes the Lima metropolitan area) and southern regions of Peru, driven principally by the location of production facilities and distribution focus. However, competition could intensify if other manufacturers decide to enter our market.

We may face increased competition if the other Peruvian cement manufacturers, despite incremental freight costs, expand their distribution of cement to the northern region of Peru, or if they develop a cement plant in the north, particularly if the cement markets in Lima or other areas of Peru become saturated. Some large foreign cement manufacturers have announced plans to build cement plants in the central region of the country. If competition intensifies in the central region of Peru due to the presence of foreign cement manufacturers or otherwise, it may have price repercussions in our market.

We also face the possibility of competition from the entry into our market of imported clinker for grinding facilities, cement or other materials or products from foreign manufacturers, which may have significantly greater financial resources than us, particularly as production capacity continues to exceed depressed demand in other parts of the world and transportation costs decrease.


We may not be able to maintain our market share if we cannot match our competitors’ prices or keep pace with the development of new products. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

Demand for our cement products is highly related to housing construction in northern Peru, which, in turn, is affected by economic conditions in the region.

Cement consumption is highly related to construction levels. Demand for our cement products depends, in large part, on residential construction in the north of Peru, which consists mostly of low-income families gradually building or improving their own homes without technical assistance, which we refer to asauto-construcción. We estimate that in 2016,2017,auto-construcción accounted for approximately 58%62.2% of our cement sales. Residential construction, in turn, is highly correlated to prevailing economic conditions in Peru. A decline in economic conditions would reduce household disposable income and cause a significant reduction in residential construction, leading to a decrease in demand for cement. As a result, a deterioration of economic conditions in the northern region of Peru would have a material adverse effect on our financial performance. We cannot assure you that growth in Peru’s GDP, or the contribution to GDP growth attributable to the northern region of the country, will continue at the recent pace or at all.

A reduction in private or public construction projects in the northern region of Peru would have a material adverse effect on our business, financial condition and results of operations.

We estimate that in 2016,2017, approximately 25%23.9% of our cement sales were derived from private construction (other thanauto-construcción) and 17%13.9% from public construction in the north of Peru. Significant interruptions or delays in, or the termination of, private or public construction projects may adversely affect our business, financial condition and results of operations. Private and public construction levels in our market depend on investments in the region which, in turn, are affected by economic conditions. During the first halfnine months of 2016,2017, there was an increasea decline in public spending relateddue to preventive works for the expected negative impact of the El Niño phenomenon and the Odebrecht corruption scandal which was forecast to hit during the first months of the year. In subsequent months and given the changedelayed investments. However, we expect a significant pickup in president following the elections in July 2016, public investment slowed down again. We expect public investment to pick up during the second half of 20172018-2021 due to reconstruction works in the North following recent efforts of national disasters and the Kuczynski administration’s announced investment plan.from El Niño related damages.

The level of public infrastructure investmentconstruction also depends, to a great extent, on the priorities and financial resources of the national, regional and local governmental authorities. The Peruvian governmentAlthough the anticipated increase in recent years has promoted significant public spending inPeru’s large infrastructure projects inhas been delayed, this remains an important growth driver for the north in responsecountry and also a necessity due to neededPeru’s significant infrastructure development anddeficit. In the North, significant spending will be directed towards reconstruction works to stimulateaddress the economy.damage caused by Coastal El Niño, based on Peru’s “Reconstruction with Changes” Plan. This Plan has an approved budget of S/25.7 billion (US$7.9 billion). We cannot assure you that the Peruvian government will continue promoting recent levels of public infrastructure spending in northern Peru or more broadly.our market. A reduction in public infrastructure spending in our market would adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations may be adversely affected by increases in energy prices or shortages in the supply of energy.

Energy accounts for a significant percentage of our production costs. Our principal energy sources are coal and electricity. In 2016,2017, the cost of energy expenditures represented approximately 26.2%28.1% of our cement production costs, compared to 22.7%26.2% in 2015.2016. We use a substantial amount of coal as a source of fuel in our production process. Most of the coal we use is anthracite coal which we purchase from domestic suppliers and import a small amount of bituminous coal from suppliers primarily in Colombia and Venezuela, in each case at market prices. We do not have long-term coal supply agreements, and we do not engage in hedging transactions in connection with the price of coal. Any shortage or interruption in the supply of coal could also disrupt our operations. In addition, the price of coal is largely driven by the price of oil, and, as a result, increases in international oil prices are likely to affect the price of coal and adversely affect our results of operations.

We have a long-term electricity supply agreement with Electroperú S.A. (“Electroperú”), a government-owned company, to supplyserve the electricity requirements of our Pacasmayo and Piura facilities until 2025. We have also entered into a supply agreement with Electro Oriente S.A. (“ELOR”) to supply the Rioja facility until November 2022. Our business, financial condition and results of operations could be materially and adversely affected by higher costs, interruptions, and unavailability or shortage of electricity. We have no back-up power system at our plants and cannot assure you that, in case of interruption or failure in Electroperú’s or ELOR’s operations, we will have access to other energy sources at the same prices and conditions, which could adversely affect our business, financial condition and results of operations. Moreover, electricity to our plants is transmitted through the Peruvian Electricity Interconnection System (Sistema Eléctrico Interconectado Nacional del Perú, or “SEIN”). Any interruptions or failures in SEIN’s system would also have a material adverse effect on our business, financial condition and results of operations.

In the recent past, we have experienced electricity rationing, limiting our use of electricity to certain times of the day. In such cases, we were forced to readjust our production schedules in order to ensure that our production process was not interrupted. In the event of any future rationing of electricity, we may not be able to readjust quickly enough and our production process may be interrupted. Future shortages or efforts to respond to or prevent shortages, such as rationing, may adversely impact the cost or supply of electricity for our operations.


A significant increase in the prices of coal or electricity would increase our costs of production. We may not be able to increase the prices of our cement products in the future if the prices of coal or electricity rises, which would adversely affect our business, financial condition and results of operations.

Changes in the cost or availability of admixtures and raw materials supplied by third parties may adversely affect our business, financial condition and results of operations.

We use certain admixtures and raw materials in the production of cement, such as gypsum, blast furnace slag and iron that we obtain from third parties. In 2016,2017, our cost of admixtures and raw materials supplied by third parties as a percentage of our cement production costs was approximately 10.5%5.1% compared to 9.7% in 2015. In 2012, due to an increase in demand for cement and the corrective maintenance of our principal kiln, we began using imported clinker. Since we began to produce clinker at the Piura plant, we have stopped all use of imported clinker, but there was some use during the first months of the year which represented approximately 6.0% of our cement production cost10.5% in 2016. We do not have long-term contracts for the supply of admixtures, raw materials and imported clinker that we use and if existing suppliers cease operations or reduce or eliminate production of these products, our costs to procure these materials may increase significantly or we may be obligated to procure alternatives to replace these products.

We may make future acquisitions that may not achieve expected benefits.

Our strategic initiatives include pursuing acquisitions that tend to diversify our existing portfolio of products and services and expand our geographic footprint. In the future, we may decide to expand by acquiring other companies in Peru or abroad. Any future acquisitions will depend on our ability to identify suitable candidates, negotiate acceptable terms, and obtain financing for the acquisitions. If future acquisitions are significant, they could change the scale of our business and expose us to new geographic, political, operating and financial risks. In

addition, each acquisition involves a number of risks, such as the diversion of our management’s attention from our existing business to integrating the operations and personnel of the acquired business, possible adverse effects on our results of operations during the integration process, our inability to achieve the intended objectives of the combination and potential unknown liabilities associated with the acquired assets.

We may not be able to obtain the funding required to implement future strategies.

Our strategies to continue to expand our cement production capacity and distribution network require significant capital expenditures. We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such capital expenditures. Our access to external sources of financing will depend on many factors, including factors beyond our control, such as conditions in the global capital markets and investors’ risk perception of investing in Peru and in emerging markets generally. Any equity or debt financing, if available, may not be on terms that are favorable to us. If our access to external financing is limited, we may not be able to execute our strategy, which could adversely affect our business, financial condition and results of operations.

In addition, the indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains covenants that limit our ability and that of our restricted subsidiaries to incur additional indebtedness if we do not meet certain financial ratios. If we are unable to incur additional debt to fund our future strategies, our business could be adversely affected.

We are subject to risks related to litigation and administrative proceedings that could adversely affect our business and financial performance in the event of an unfavorable ruling.

The nature of our business exposes us to litigation relating to product liability claims, labor, health and safety matters, environmental matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes, among other matters. In the past, we have been subject to antitrust and tax proceedings or investigations. While we contest these matters vigorously and make insurance claims when appropriate, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of actual or potential litigation. Although we establish provisions as we deem necessary, the amounts that we reserve could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process. We cannot assure you that these or other legal proceedings will not materially affect our ability to conduct our business, financial condition and results of operations in the event of an unfavorable ruling.

Our business is subject to a number of operational risks, which may adversely affect our business, financial condition and results of operations.

Our business is subject to several industry-specific operational risks, including accidents, natural disasters, labor disputes and equipment failures. Such occurrences could result in damage to our production facilities and equipment, and/or the injury or death of our employees and others involved in our production process. Moreover, such accidents or failures could lead to environmental damage, loss of resources or intermediate goods, delays or the interruption of production activities and monetary losses, as well as damage to our reputation. Our insurance may not be sufficient to cover losses from these events, which could adversely affect our business, financial condition and results of operations.

In addition, key equipment at our facilities, such as our mills and kilns, may deteriorate sooner than we currently estimate. Such deterioration of our assets may result in additional maintenance or capital expenditures, and could cause delays or the interruption of our production activities. If these assets do not generate the cash flows we expect, and we are not able to procure replacement assets in an economically feasible manner, our business, financial condition and results of operations may be materially and adversely affected.


Our business depends on the continued operation of our Pacasmayo and Piura facilities.

Our production facilities in Pacasmayo and Piura are essential to our business. In 2016,2017, approximately 88%87.4% of our total cement and all of our quicklime was produced at the Pacasmayo and Piura facilities. We estimate that for 2017,2018, close to 40%41% of our total cement will be produced at the new Piura facility, and 50%46.4% at the Pacasmayo facility. These plants are subject to normal hazards of operating any cement production facility, including accidents, natural disasters and unexpected malfunctioning of the equipment. Any interruption in our operation of the Pacasmayo or Piura facilities or a decrease in the effective capacity of these facilities would adversely affect our results of operations, and any prolonged disruption in the operation of these facilities would have a material adverse effect on our business, financial condition and results of operations.

The introduction of cement substitutes into the market and the development of new construction techniques could have a material adverse effect on our business, financial condition and results of operations.

Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction as a substitute for cement. In addition, other construction techniques, such as the use of drywall, could decrease the demand for cement and concrete. In Peru, drywall has only been introduced into the housing construction market in recent years and it is not widely used. However, the use of drywall for housing construction could increase significantly in the future as it becomes more popular. In addition, research aimed at developing new construction techniques and modern materials may introduce new products in the future. The use of substitutes for cement could cause a significant reduction in the demand and prices for our cement products.

Our success depends on key members of our management.

Our success depends largely on the efforts and strategic vision of our executive management team and board of directors. The loss of the services of some or all of our executive management and members of our board of directors could have a material adverse effect on our business, financial condition and results of operations.

The execution of our business plan also depends on our ongoing ability to attract and retain additional qualified employees capable of operating our plants. Due to the limited pool of skilled workers in the north of Peru or workers from other regions willing to relocate to the north of Peru, we may not be successful in attracting and retaining the personnel we require. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or reach full planned production levels in a timely manner and, as a result, our business, financial condition and results of operations could be adversely affected.

Our operations and sales are highly concentrated in the northern region of Peru.

All of our operations are located in the northern region of Peru, including our production facilities and the quarries from where we obtain limestone to produce cement. In addition, substantially all of our cement products are sold to consumers in this market. As a result, any adverse economic, political or social conditions affecting the northern region of Peru, as well as natural disasters and weather conditions, such as the El Niño climate pattern, among other factors that may affect this region, could have a material adverse effect on our business, financial condition and results of operations. During the first quarterfour months of 2017, northernthe North of Peru has experienced severe rain, landslides and flooding, which have affected the demand for cement, and ourthe ability to fulfill orders and ship our products,it, as well as our ability to accessthe provision of raw materials since some roads and bridges have been destroyed or are impassible. As of the date of this annual report, ourwere destroyed. Our plants havedid not sufferedsuffer any significant damage that has affected our normal operations.halted operations

We are subject to environmental regulations and may be exposed to liability and political cost as a result of our handling of hazardous materials and potential costs for environmental compliance.

We are subject to various environmental protection and health and safety laws and regulations that regulate, among other things, the generation, storage, handling, use and transportation of hazardous materials; emissions and discharge of hazardous materials; and the health and safety of our employees. Pursuant to Peruvian law, in order to conduct mining and industrial activities, we are required, among other things, to (i) submit an environmental impact assessment to the Ministry of Production (Ministerio de la Producción) and a mining closure plan to the Ministry of Energy and Mines (Ministerio de Energía y Minas,or “MEM”) prior to initiating mining activities, (ii) comply with certain air emission and wastewater discharge standards, (iii) obtain approval from the water management authority to discharge wastewater into natural water sources or soil, (iv) dispose solid waste generated by us in special

landfills exclusively through companies registered with the environmental agency, and (v) store fuel in compliance with environmental and safety standards. In addition, we are required to have a health and safety committee and develop an internal health and safety code. Although we believe we are in compliance with all these regulations in all material respects, we cannot assure you that we have been or will be at all times in full compliance with these laws and regulations. Any violation of such laws or regulations could result in substantial fines, criminal sanctions, revocations of operating permits and shutdowns of our facilities. In addition, current or future governments may also impose stricter regulations which may require us to incur higher compliance costs.

Pursuant to certain applicable environmental laws, we could be found liable for all or substantially all of the damages caused by pollution at our current or former facilities or those of our predecessors or at disposal sites. We could also be found liable for all incidental damages due to the exposure of individuals to hazardous substances or other environmental damage.

We cannot assure you that our costs of complying with current and future environmental and health and safety laws and regulations, and any liabilities arising from past or future releases of, or exposure to, hazardous substances will not adversely affect our business, financial condition and results of operations.


International agreements related to climate change may result in an increase in our costs.

There are ongoing international efforts to address greenhouse emissions. The United Nations and certain international organizations have taken action against activities that may increase the atmospheric concentration of greenhouse gases. Regulatory measures, such as the Kyoto Protocol, aimed at addressing greenhouse gas emissions and climate changes, are in various stages of negotiation and implementation. Such measures may result in increased costs to us for installation of new controls aimed at reducing greenhouse gas emissions, purchase of credits or licenses for atmospheric emissions, and monitoring and registration of greenhouse gas emissions from our operations. These measures, if adopted in Peru, could adversely affect our business, financial condition and results of operations.

Changes in regulations or in the interpretation of regulations may adversely affect our business, financial condition and results of operations.

Our business is subject to extensive regulation in Peru, including, among others, relating to tax, environmental, labor, health and safety, and mining matters. We believe that our facilities are currently operating in all material respects in accordance with all applicable concessions, laws and regulations. Future regulatory changes, changes in the interpretation of such regulations or stricter enforcement of such regulations, including changes to our concession agreements, may increase our compliance costs and could potentially require us to alter our operations. We cannot assure you that regulatory changes in the future will not adversely affect our business, financial condition and results of operations.

A dispute with the labor unions that represent our employees could have an adverse effect on our business, financial condition and results of operations.

As of December 31, 2016,2017, approximately 13%10.1% of our employees were members of employee unions. Our practice is to extend some of the benefits we offer our unionized employees to other employees. Although we consider our relations with our employees are currently positive, we cannot assure you that we will not experience work slowdowns, work stoppages, strikes or other labor disputes in the future, which could adversely affect our business, financial condition and results of operations.

New projects may require the prior approval of local indigenous communities.

On September 7, 2011, Peru enacted Law No. 29785, regarding the Prior Consultation Right of Local Indigenous Communities, in accordance with the International Labor Organization Convention No. 169 (Ley del Derecho a la Consulta Previa a los Pueblos Indígenas y Originarios, Reconocido en el Convenio 169 de la Organización Internacional del Trabajo). This law, which became effective on December 6, 2011, establishes a prior consultation procedure (procedimiento de consulta previa) that the Peruvian government must carry out with

local indigenous communities, whose rights may be directly affected by new legislative or administrative measures, including the granting of new mining concessions. Local indigenous communities do not have a veto right; upon completion of this prior consultation procedure, the Peruvian government retains the discretion to approve or reject the applicable legislative or administrative measure. However, to the extent that in the future our new projects may require legislative or administrative measures that impact local indigenous communities, we may not be able to undertake such projects, unless the Peruvian government first conducts the foregoing consultation procedure. We cannot assure you that this law will not adversely affect our new projects and have an adverse effect on our business, financial condition and results of operations.

The indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains financial covenants, and any default under the indenture may have a material adverse effect on our financial condition and cash flows.

The indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains restrictions and covenants, including restrictions on our and our guarantor subsidiaries’ ability to incur further indebtedness or issue disqualified stock and preferred stock, unless certain conditions are met. Failure to meet or satisfy any of these covenants could result in an event of default under the indenture.

Additional Risks Relating to our Non-cement Project

As of March 1, 2017, we had spun-off our phosphates assets, which are currently held by FOSSAL. Therefore, the implementation of the phosphates project is no longer a risk to our cement operations. However, we continue to be invested in the brine project. Nevertheless, we maintain the management of Fosfatos del Pacífico and FOSSAL, until such time as it is able to retain separate management and operate independently.

Mineralized material calculations are only estimates which if they do not materialize may adversely affect our business, financial condition and results of operations.

Our calculation of the mineralized material is only an estimate and depends on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be materially inaccurate. There is a significant degree of uncertainty attributable to the calculation of mineralized material. Until mineralized material is actually mined and processed, the quantity of mineralized material and grades must be considered as estimates only and we cannot assure you that indicated levels will actually be produced.

The estimate of mineralized material is partially dependent upon the judgment of the person preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates at a given time may significantly change when new information becomes available.

Estimating mineralized material may have to be recalculated based on further exploration or development activity or actual production experience, which could materially and adversely affect estimates of the quantity or grade of mineralized material. Any material changes in quantity and grades of mineralized material will affect the economic viability of placing a property into production and a property’s return on capital. We cannot assure you that mineralized material can be mined or processed profitably.

Our brine project is not part of our core cement business and we cannot assure you that we will be able to profitably extract and commercialize these products.

We are undertaking a non-metallic mining project to develop brine deposits. However, we are developing basic engineering studies and we cannot assure you that this project will be successful or profitable. Mining is highly speculative in nature, involves many risks and can be unsuccessful. In addition, our core competency is the production and distribution of cement products. We have no prior experience in planning, developing and managing large-scale mining projects, and we have no operating experience or track record in extracting, processing or commercializing brine minerals to assess our potential performance. The development of this project may result in unforeseen operating difficulties and may require significant financial and managerial resources that would otherwise be available for the ongoing development of our existing cement operations.

We may face several factors that may impair our ability to execute this project successfully including, among others, the following:

delays in obtaining regulatory approvals, licenses or permits from different governmental or regulatory authorities, including environmental permits;

increases in the cost of energy, equipment, materials or labor, making the project economically unfeasible;

adverse weather conditions, natural disasters, accidents or other unforeseen events;

unforeseen engineering, design, environmental or geological problems;

insufficient access to adequate means of transportation for our minerals;

opposition from local communities;

strikes or labor disputes;

changes in the level of demand and prices for products derived from these materials; and

adverse changes in Peru’s regulatory framework.

Any of these factors may delay this project and may increase our projected capital costs. If we are unable to complete this project, any costs incurred in connection with this project may not be recoverable. If we experience delays, cost overruns, or changes in market circumstances, we may not be able to demonstrate the commercial viability of this project or achieve the intended economic benefits, which would materially and adversely affect our business, financial condition and results of operations.

In, addition we may face difficulties in marketing and distributing the products derived from this project. Even if we successfully extract these minerals, we may not be able to market them successfully or find suitable buyers, which may have an adverse effect on our business, financial condition and results of operations.

The actual amount of capital required for our brine project may vary significantly from our current estimates.

Our brine initiative is a complex project that requires significant capital investment. Our estimated capital amounts for this project is based on preliminary estimates and assumptions we have made about the mineral deposits, equipment, labor, permits and other factors required to complete the project. If any of these estimates or assumptions change, the actual timing and amount of capital required may vary significantly from what we anticipate. Additional funds may be required in the event of departures from current estimates, unforeseen delays, cost overruns, engineering design changes or other unanticipated expenses, or if we are unable to find a suitable strategic partner to assist in financing brine project. We cannot assure you that additional financing will be available to us, or, if available, that it can be obtained on a timely basis and on commercially acceptable terms.

If we have difficulties working with Quimpac to develop our brine project, we may face difficulties in carrying out this project.

We are unfamiliar with the commercial market for brine products and are seeking to develop this project with a partner that has expertise in commercializing these products. We have formed Salmueras Sudamericanas S.A. (“Salmueras”) with Quimpac S.A. (“Quimpac”) as a minority partner to assist in financing our brine project and provide its expertise in the commercialization of chemical components. If we encounter difficulties working with Quimpac, we may not be able to execute this project as currently contemplated.

Risks Relating to our Common Shares and ADSs

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

Volatility in the market price of our ADSs may prevent you from being able to sell your ADSs at or above the price you paid for them. The market price and liquidity of the market for our ADSs may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:

 

actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;
actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;

investor perceptions of our prospects or our industry;

operating performance of companies comparable to us and increased competition in our industry;

new laws or regulations or new interpretations of laws and regulations applicable to our business;

general economic trends in Peru;

 

investor perceptions of our prospects or our industry;
catastrophic events, such as earthquakes and other natural disasters; and

 

operating performance of companies comparable to us and increased competition in our industry;
developments and perceptions of risks in Peru and in other countries.

 

new laws or regulations or new interpretations of laws and regulations applicable to our business;

general economic trends in Peru;

catastrophic events, such as earthquakes and other natural disasters; and

developments and perceptions of risks in Peru and in other countries.

Our controlling shareholder has significant influence over us and his interests could conflict with the interests of other shareholders.

As of March 31, 2017,2018, our controlling shareholder beneficially owned 50.01% of our outstanding common shares. As a result, our controlling shareholder has the ability to determine the outcome of substantially all matters submitted for a vote to our shareholders and thus exercise control over our business policies and affairs, including, among others, the following:

 

the composition of our board of directors and, consequently, any determinations of our board with respect to our business direction and policy, including the appointment and removal of our executive officers;
the composition of our board of directors and, consequently, any determinations of our board with respect to our business direction and policy, including the appointment and removal of our executive officers;

 

determinations with respect to mergers, other business combinations and other transactions, including those that may result in a change of control;
determinations with respect to mergers, other business combinations and other transactions, including those that may result in a change of control;

 

whether dividends are paid or other distributions are made and the amount of any such dividends or distributions;
whether dividends are paid or other distributions are made and the amount of any such dividends or distributions;

 

whether we offer preemptive and accretion rights to holders of our common shares in the event of a capital increase;
whether we offer preemptive and accretion rights to holders of our common shares in the event of a capital increase;

 

sales and dispositions of our assets; and
sales and dispositions of our assets; and

 

the amount of debt financing we incur.
the amount of debt financing we incur.

Our controlling shareholder may direct us to take actions that could be contrary to the interests of our other shareholders and may be able to prevent other shareholders from blocking these actions or from causing different actions to be taken. Also, our controlling shareholder may prevent change of control transactions that might otherwise provide the shareholders with an opportunity to dispose of or realize a premium on their investment in our common shares and ADSs. We cannot assure you that our controlling shareholder will act in a manner consistent with our other shareholders’ best interests.

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

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

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

Our shareholders’ ability to receive cash dividends may be limited.

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

Holders of ADSs may be unable to exercise pre-emptive or accretion rights with respect to the common shares underlying their ADSs.

Under Peruvian corporate law, if we issue new common shares as part of a capital increase, unless otherwise agreed to by holders of 40% of our outstanding common shares, our shareholders will generally have the right to subscribe to a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to common shares underlying the ADSs unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive and accretion rights and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders of ADSs

may receive only the net proceeds from the sale of their preemptive and accretion rights by the depositary or, if the preemptive and accretion rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of our ADSs may suffer dilution of their interest in our company upon future capital increases.


We are entitled to amend the deposit agreement under which our ADSs were issued, and to change the rights of ADS holders under the terms of such agreement, without the prior consent of the ADS holders.

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

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

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

For example, the New York Stock Exchange listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors.

The listing standards for the New York Stock Exchange also require that U.S. listed companies; at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors.

In addition, New York Stock Exchange rules require the independent non-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law.

The New York Stock Exchange’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In November 2013, the Peruvian Securities Commission and a committee comprised of regulatory agencies and associations prepared and published a list of suggested non-mandatory corporate governance guidelines called the “Good Corporate Governance Code for Peruvian Companies.” Although we have implemented a number of these measures, we are not required to comply with the corporate governance guidelines by law or regulation, only to disclose whether or not we are in compliance.

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

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

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


The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.

Most of our directors or executive officers are not residents of the United States. All or a substantial portion of our assets and those of our directors and executive officers are located outside of the United States. As a result, it may not be possible for investors in our securities to effectaffect service of process within the United States upon such persons or to enforce in U.S. courts or outside of the United States judgments obtained against such persons outside of the United States.

We are a company organized and existing under the laws of Peru, and there is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign judgments. It is not clear whether a Peruvian court would accept jurisdiction and impose civil liability if proceedings were commenced in a foreign jurisdiction predicated solely upon U.S. federal securities laws.

 

ITEM 4.INFORMATION ON THE COMPANY

 

A.A.History and Development of the Company

Our History

Cementos Pacasmayo S.A.A. began its operations in 1957 and is a publicly-held corporation (sociedad anónima abierta) organized under the laws of Peru. Our executive offices are located at Calle La Colonia 150, Urbanización El Vivero, Surco, Lima, Peru. Our telephone number at this location is + (511) 317-6000. Our website address is www.cementospacasmayo.com.pe. Information on or accessible through our website is not a part of, nor incorporated by reference in, this annual report.

Cementos Pacasmayo S.A.A. and Hochschild Mining plc together constitute the two businesses of the Hochschild Group, which has operated in Latin America for more than 100 years. Hochschild Mining plc is incorporated in the United Kingdom and its shares have been listed on the London Stock Exchange since 2006. Cementos Pacasmayo S.A.A. has been listed on the Lima Stock Exchange since 1995. As of March 31, 2017,2018, Eduardo Hochschild, directly and indirectly, owned and controlled 54.20%50.81% of the shares of Hochschild Mining plc. Through Inversiones ASPI S.A. (“ASPI”), Eduardo Hochschild, directly and indirectly, owns and controls 50.01% of the outstanding common shares of Cementos Pacasmayo S.A.A.

The Hochschild Group traces its origins to 1911, when Mauricio Hochschild, a German mining engineer, founded a group of companies in South America that came to be known as the Hochschild Group. Following World War I, the Hochschild Group expanded into Bolivia where it developed significant interests in tin. The Hochschild Group commenced operations in Peru in 1925 and in 1945 Luis Hochschild, the nephew of Mauricio Hochschild (and the father of Eduardo Hochschild), joined the Hochschild Group’s Peruvian operations.

During the first decades of its operations, the Hochschild Group focused on the commercialization of minerals, although it later began operating its own mines and other industrial companies. During World War II, the Hochschild Group was a key supplier of tin and other metals to the allied forces.

Cementos Pacasmayo, was incorporated in Lima, Peru in 1949, by a group of private investors that founded ourthe company to serve the cement market in the northern region of Peru. The Hochschild Group acquired its initial ownership interest in us in 1956. Set forth below are key developments in our company’s history.

 

In 1957, we began our operations with the installation of our first clinker line with an installed production capacity of approximately 110,000 metric tons per year. In 1966 and 1977, we added a second and third clinker line, respectively, increasing our installed clinker production capacity to approximately 830,000 metric tons per year.
In 1957, we began our operations with the installation of our first clinker line with an installed production capacity of approximately 110,000 metric tons per year. In 1966 and 1977, we added a second and third clinker line, respectively, increasing our installed clinker production capacity to approximately 830,000 metric tons per year.

In November 1984, the South American mining and industrial operations of the Hochschild Group were sold to the Anglo American Corporation of South Africa which, in the same month, sold the Peruvian operations of the Hochschild Group, including its interest in Cementos Pacasmayo and predecessors of Hochschild Mining plc, to a group of companies controlled by Luis Hochschild.

In 1995, we launched our distribution network to commercialize and distribute our products throughout the northern region of Peru. In that same year, we also listed our common shares for trading on the Lima Stock Exchange, currently under the ticker symbol “CPACASC1.”

In 1998, we acquired from the Peruvian government our Rioja facility, located in the northeast of Peru. At the time, the Rioja facility had one clinker line with an installed cement production capacity of approximately 35,000 metric tons per year.

In 2003, we acquired Zemex Corporation, a U.S. company engaged in non-metallic mining and industrial activities in the United States and Canada, which we sold in 2007 in a series of transactions.

In 2009, we created Fosfatos del Pacífico in order to explore phosphate rock deposits from our concession at Bayóvar in the north of Peru.

 

In November 1984, the South American mining and industrial operations of the Hochschild Group were sold to the Anglo American Corporation of South Africa which, in the same month, sold the Peruvian operations of the Hochschild Group, including its interest in Cementos Pacasmayo and predecessors of Hochschild Mining plc, to a group of companies controlled by Luis Hochschild.
In 2010, we reached an aggregate total installed cement production capacity of 3.1 million in our Pacasmayo and Rioja facilities and completed the conversion of our Waelz kiln, retrofitting it to produce quicklime or calcine zinc interchangeably. That same year, we also sold our copper mining concessions in the central region of Peru known as “Mina Raul,” which were previously leased to a third party, for US$28.0 million.

 

In 1995, we began our distribution network to commercialize and distribute our products throughout the northern region of Peru. In that same year, we also listed our common shares with the Lima Stock Exchange, currently under the ticker symbol “CPACASC1.”
In 2011, we created Salmueras jointly with our minority shareholder Quimpac, which is the leading chemical company in Peru, to develop brine deposits in our combined fields in the coastal region of Piura in the north of Peru.

 

In 1998, we acquired from the Peruvian government our Rioja facility, located in the northeast of Peru. At the time, the Rioja facility had one clinker line with an installed cement production capacity of approximately 35,000 metric tons per year.
In December 2011, we sold a minority equity interest in Fosfatos to an affiliate of Mitsubishi to develop our phosphate deposits in the Bayóvar fields, in the northwest of Peru.

 

In 2003, we acquired Zemex Corporation, a U.S. company engaged in non-metallic mining and industrial activities in the United States and Canada, which we sold in 2007 in a series of transactions.
In March 2012, we completed our initial equity offering of 22,296,800 ADSs in the United States and listed our ADSs on the New York Stock Exchange.

  

In 2009, we created Fosfatos in order to explore phosphate rock deposits from our concession at Bayóvar in the north of Peru.
In February 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023, in our inaugural international bond offering. A portion of the proceeds from this offering were used to prepay amounts outstanding on our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used to fund a portion of the capital expenditures related to the construction and operation of the new Piura plant and our cement business.  

 

In 2010, we reached an aggregate total installed cement production capacity of 3.1 million in our Pacasmayo and Rioja facilities and completed the conversion of our Waelz kiln, retrofitting it to produce quicklime or calcine zinc interchangeably. That same year, we also sold our copper mining concessions in the central region of Peru known as “Mina Raul,” which were previously leased to a third party, for US$28.0 million.
In 2014, we entered into cross currency swap agreements for US$120 million to manage foreign exchange risks to hedge against our U.S. dollar-denominated debt.

 

In 2011, we created Salmueras jointly with our minority shareholder Quimpac, which is the leading chemical company in Peru, to develop brine deposits in our combined fields in the coastal region of Piura in the north of Peru.
In 2015, we entered into cross currency swap agreements for US$180 million to manage foreign exchange risks to hedge against our U.S. dollar-denominated debt. The principal amount of all currency swaps is US$300 million, covering all of our U.S. dollar-denominated debt.

 

In December 2011, we sold a minority equity interest in Fosfatos to an affiliate of Mitsubishi to develop our phosphate deposits in the Bayóvar fields, in the northwest of Peru.
In September 2015, we began producing cement at our new plant in Piura. This was a very important milestone for us, since we have been investing in this project since 2012 and can begin to reap the benefits of this investment.

 

In March 2012, we completed our initial equity offering of 22,296,800 ADSs in the United States and listed our ADSs on the New York Stock Exchange.
In January 2016, we began producing clinker at our new cement plant in Piura, finishing the start-up of the plant, adding one million metric tons of clinker’s annual production capacity.

 

In 2012, we entered into a supply agreement, amended in 2013, with ThyssenKrupp Polysius and Loesche for US$113.4 million for the provision of key equipment for our new plant in Piura, which has an annual production capacity of 1.6 million metric tons of cement and 1.0 million tons of clinker.
In March 2017, the Company consummated the spin-off of Fostatos del Pacífico.

 

In February 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023, in our inaugural international bond offering. A portion of the proceeds from this offering were used to prepay amounts outstanding on our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used to fund a portion of the capital expenditures related to the construction and operation of the new Piura plant and our cement business.
In December 2017, our board of directors resolved to focus our strategy on our core business of developing cement and related construction products and constructive solutions. In furtherance of this strategy, we have focused on disposing our non-core investments. In the fourth quarter of 2017, we discontinued our brine project.

 

In 2013, we entered into a contract for the construction and electromechanical assembly services for the Piura plant with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. The first of these companies will be responsible for executing the civil works, while the other two companies will be in charge of the electromechanical assembly activities, within a 19-month period. We also entered into a contract with Cesel Ingenieros S.A. for the Plant Construction and Engineering Supervision. For purposes of the project, this company has joined forces with the Argentine company Saxum Ingeniería S.A., which has particular experience in the construction of cement plants.

In 2014, we entered into cross currency swap agreements for US$120 million to manage foreign exchange risks to hedge against our U.S. dollar-denominated debt.
In March 2018, the Company launched its new image and updated our vision: a leading Company in construction solutions that anticipate the needs of our clients and that contributes to the progress of our country.

 

In 2014, the environmental impact studies for the Phosphate and Brine projects were approved.

In 2015, we entered into cross currency swap agreements for US$180 million to manage foreign exchange risks to hedge against our U.S. dollar-denominated debt. The principal amount of all currency swaps is US$300 million, covering all of our U.S. dollar-denominated debt.

In September 2015, we began producing cement at our new plant in Piura. This was a very important milestone for our company, since we had been investing in this project since 2012 and in the full year 2016 we were able to reap the full benefits of this investment.

In January 2016, we began producing clinker at our new cement plant in Piura, finishing the start-up of the plant, adding 1 million metric tons of clinker’s annual production capacity.

In March 2017, the spin-off of our phosphate assets was consummated.

Capital Expenditures

We expect to spend over the next five years approximately US$20 million per year on recurring capital expenditures necessary to maintain our plants and equipment.

In February 2013, we issued US$300 million of our 4.50% Senior Notes due 2023. The international rating given by Fitch and S&P to these notes was BBB- and BB+, respectively. The notes were issued pursuant to Rule 144A under the Securities Act and in compliance with Regulation S under the Securities Act, and listed on the Irish Stock Exchange. The funds raised infor this placement were allocated to prepay our outstanding long-term debt with BBVA Banco Continental, which amounted to S/202.2 million, and the remaining balance was set aside to cover a portion of the construction costs for the new Piura plant and our cement business.

We expect to finance our brine project with a combination of new borrowings and financial contributions from us and Quimpac, our minority partner. In our brine project, we have entered into a strategic partnership with Quimpac, under which we have committed to invest a total of US$100 million and Quimpac is obligated to invest approximately US$14.2 million as a minority partner over the time of the agreement in order to maintain its current equity interest. There is no deadline for this committed investment, and consequently the referred investment will only take place as long as we continue developing the project.


The table below sets forth our total capital expenditures incurred in 2017, 2016 2015 and 2014.2015.

   Year ended December 31, 

(in millions of S/)

  2016   2015   2014 

Construction of diatomite brick plant

   0.4    10.5    15.8 

Expansion of Rioja cement plant

   2.7    6.2    5.4 

Expansion of Pacasmayo cement plant

   29.9    11.2    28.8 

New cement plant in Piura

   61.3    415.7    506.0 

Phosphate project(1)

   15.6    37.4    12.1 

Brine project

   —      —      0.3 

Concrete and block business

   10.4    9.6    17.5 

Other investing activities

   —      0.2    1.4 
  

 

 

   

 

 

   

 

 

 

Total

   120.3    490.8    587.3 
  

 

 

   

 

 

   

 

 

 

          
  

Year ended December 31,

 

(in millions of S/)

 

2017

  

2016

  

2015 

 
          
Concrete and block business  35.0   10.4   9.6 
New cement plant in Piura  17.3   61.3   415.7 
Expansion of Pacasmayo cement plant  15.5   29.9   11.2 
Expansion of Rioja cement plant  2.2   2.7   6.2 
Phosphate project     15.6   37.4 
Construction of diatomite brick plant     0.4   10.5 
Other investing activities        0.2 
Total  70.0   120.3   490.8 
             
(1)Capital expenditures for the Phosphate project are classified as discontinued operations. These are included in the caption assets held for distribution to shareholder that is disclosed in our consolidated statements of financial position as of December 31, 2016.

B.Business Overview

Overview

We are a leading Peruvian cement company, and the only cement manufacturer in the northern region of Peru. With more than 5960 years of operating history, we produce, distribute and sell cement and cement-related materials, such as concrete blocks and ready-mix concrete. Our products are primarily used in construction, which has been one of the fastest growing segments of the Peruvian economy in recent years. We also produce and sell quicklime for use in mining operations.

In 2016,2017, our cement shipments were approximately 2.3 million metric tons, representing an estimated 21.0%21.2% share of Peru’s total cement shipments, and substantially all the cement consumed in the northern region of Peru. From 2012Cement volumes in 2017 did not increase compared to 2016 our cement sales volume grew at a compound annual growth rate (“CAGR”) of 0.3%. Growth in sales volumes have been close to flatresulting from primarily due to a slowdown in public and private investment mainly due toduring the year as well as a decrease in investor confidence during the administration of President Humala.resulting from corruption scandals that implicated construction companies in recent months, resulting in reduced construction activity. We believe the construction sector has significant potential to grow with the expected continued expansion of the economy, the lack ofcontinued deficit in infrastructure and the continuedpersistent housing deficit in the country. Reconstructioncountry, as well as the reconstruction of damaged infrastructure and housing that resulted from the recent natural disaster in northern Peru will, overfollowing the long-term, also resultimpact of El Niño weather conditions in further demand for cement.the first four months of 2017.

We own three cement production facilities, our flagship Pacasmayo facility located in the northwest region of Peru, our new cement plant in Piura and our smaller Rioja facility located in the northeast. Our facilities have total installed annual cement production capacity of approximately 4.9 million metric tons. We also have installed annual production capacity of 240,000 metric tons of quicklime. We own concession rights to several quarries with reserves of limestone and other raw materials located near our facilities. We estimate that our existing quarries have sufficient reserves to supply our limestone and seashellseashells needs for approximately 100105 years, based on our 20162017 limestone consumption levels.

We completed an expansion of our Rioja plant in April 2013. We more than doubled the cement production capacity of our Rioja facility by installing a new production line that addswith 240,000 metric tons of installed annual cement production capacity. We finished the construction of our new cement plant in Piura duringin 2015. This new facility has an annual production capacity of 1.6 million metric tons of cement. In September 2015, we began cement production, and clinker production began in January 2016. We believe that this development will allow us to meet projected increases in demand for cement in the northern region of Peru in coming years, as well as to achieve improved EBITDA margin for current cement production due to the state-of-the-art technology, the fact that we are no longer using imported clinker and have optimized logistics costs due to the proximity of our plants to the end markets.

We provide consumers with high-quality and value-added cement products and, as a result, we believe we have developed strong brand recognition and customer loyalty in our market. We have developed one of the largest independent retail distribution networks for construction materials in Peru. Through our network of 216247 independent retailers and 360394 hardware stores as of December 31, 2017, we distribute our cement products as well as other construction materials manufactured by third parties, such as steel rebar, cables and pipes, in the northern region of Peru. We also sell our cement products directly to other retailers that are not part of our distribution network and to private construction companies and government entities.

We also have concessions for fields with identified brine deposits. We are in the process of analyzing the basic engineering study.


The following table sets forth certain macroeconomic data for Peru and operating and financial data for our company for the periods indicated.

       
  As of and for the year ended December 31,  

As of and for the year ended December 31, 

 
  2016 2015 2014  

2017

 

2016

 

2015

 

Economic data(1):

                

GDP growth in Peru

   3.9 3.3 2.4  2.7%  3.9%  3.3%

Construction sector growth (contraction) in Peru

   (3.1)%  (5.9)%  1.9
Construction sector growth in Peru  2.2%  (3.1)%  (5.9)%
            

Operating data:

                

Capacity (thousands metric tons per year):

                

Installed cement capacity

   4,940  4,940  3,340   4,940   4,940   4,940 

Installed clinker capacity

   2,780  2,780  1,780   2,780   2,780   1,780 

Production (thousands metric tons):

                

Cement production

   2,276  2,333  2,350   2,286   2,276   2,333 

Clinker production

   1,731  1,202  1,242   1,642   1,731   1,202 

Utilization rate at Pacasmayo plant(2):

                

Cement

   40.6 65.0 70.8  39.4%  40.6%  65.0%

Clinker

   59.1 64.5 67.6  45.8%  59.1%  64.5%

Utilization rate at Rioja plant(2):

                

Cement

   64.0 65.3 67.4  65.2%  63.9%  65.5%

Clinker

   76.7 83.9 81.3  74.6%  76.7%  83.9%
            

Utilization rate at Piura plant(2):

                

Cement

   51.1 30.4  —     53.6%  51.1%  31.1%

Clinker

   62.9  —     —     74.6%  62.9%   

Gross profit

   503.6  535.3  518.4 
            
Gross profit (S/ million)
  492.7   503.6   535.3 

Gross profit margin

   40.6 43.5 41.7  40.2%  40.6%  43.5%

EBITDA (3)

   371.0  389.7  365.3 

EBITDA margin

   29.9 31.7 29.4

Profit

   112.9  211.7  188.8 
Adjusted EBITDA(3) (S/ million)  371.5   371.0   389.7 
Adjusted EBITDA margin  30.3%  29.9%  31.7%
Profit (S/ million)  80.6   112.9   211.7 

Profit margin

   9.1 17.2 15.2  6.6%  9.1%  17.2%

 

(1)Source: Central Bank of Peru. In 2014, the methodology for GDP calculations was changed, changing base year and the weightcontribution of certain sectors.sectors to GDP.

(2)Utilization rate is calculated by dividing production for the relevantspecified period by installed production capacity.

(3)For a calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable IFRS financial measure, see “Item 3. Key Information—A. Selected Financial Data.”

Peruvian Cement Market

Peru has experienced sustained economic growth over the past decade. From 20122013 to 2016,2017, GDP grew at a CAGR of 3.8%3.1%. Growth during the 20122013 to 20162017 period was accompanied by low inflation, which averaged 3.3%3.0% per year. In addition, at December 31, 2016,2017, the government had accumulated foreign exchange reserves of approximately US$61.763.6 billion, and the sovereign debt achieved an investment grade rating from each of the three major international credit rating agencies. This economic growth has resulted, among other key trends, in significant poverty reduction, with a decrease in the percentage of the country’s population living below the poverty line from approximately 48.6% in 2004 to approximately 21.8%20.6% in 2016.2017. According to the Central Bank of Peru, the Peruvian economy is estimated to have grownGDP grew at a rate of 3.9%2.5% in 20162017 and is projected to grow at a rate of 3.5%4% in 2017.2018.

We sell substantially all our cement in the northern region of Peru, which in 20162017 accounted for approximately 23%22.8% of the country’s population and 13.2%13.9% of national GDP. Two other groups sold substantially all the cement consumed in each of the central and southern regions of Peru, with less than 5% of all the cement consumed in the country coming from imports, and around 3%approximately 4% coming from a small player.domestic producer. From 20122013 to 2016,2017, total cement consumption in Peru grew at a CAGR of 1.7%remained relatively flat according to the INEI, driven by the country’s overall economic growth and, to a lesser extent, by infrastructure spending. In the northern region, cement consumption grew at a CAGR of 0.6% over the same period.INEI. Peru continues to have a significant housing deficit, estimated by the INEI at 1.9 million homes nationwide. In Peru, cement is mainly sold to a highly fragmented consumer base, consisting primarily of households that buy cement in bags to gradually build or improve their own homes without professional technical assistance, a segment known in our industry asauto-construcción. We estimate that in 20162017 sales to theauto-construcción segment accounted for approximately 58%62.2% of our total sales of cement, private construction projects accounted for 25%23.9%, and public construction projects accounted for the remaining 17%.Approximately 91%13.9%. Approximately 92.3% of our total cement sales in 20162017 were in the form of bagged cement, substantially all of which was sold through retailers.

Even though our ready mix sales are still a small proportion of our sales, we expect this trend to change as infrastructure becomes a bigger driver of demand in the upcoming years.

Phosphate Assets Spinoff

In September 2016, our general shareholders’ meeting approvedBrine Project Impairment

Our board of directors resolved to prioritize investments in the spin-offdevelopment of a portion of the net assets (composed by the assets and liabilitiesproducts related to the Company’s interest in Fosfatos del Pacífico S.A.) to Fossal S.A.A. (“FOSSAL”), a newly formed entity created as a subsidiarymanufacture and sale of Inversiones ASPI S.A. The purpose of the spin-off was to allocate our assets and liabilities in accordance with the specialization of each business, cement and phosphate, therefore creating greater flexibility for shareholders who wishconstructive solutions. Consequently, in furtherance of this strategy, we have pursued the sale or other disposition of investments that are not central to invest in only one line of business, and greater clarity in long-term operations. The spin-off was consummated in March 2017, and asour core cement production business. As a result our capital stock was reduced by approximately S/107,593,000, from S/531,461,000 to S/423,868,000.

For each common share of Cementos Pacasmayo, existing shareholders received approximately 0.20 common sharethis decision, during fourth quarter of FOSSAL and approximately 0.80 common share of Cementos Pacasmayo. For each investment share of Cementos Pacasmayo, shareholders will also receive approximately 0.20 investment shares of FOSSAL and approximately 0.80 investment shares of Cementos Pacasmayo.

Our Brine Project

We own concession rights to fields in2017 we discontinued the coastal region in the northwest of Peru, which, according to our internal geologists, contain brine deposits. We entered into an agreement with Quimpac, a leading chemical company in Peru, pursuant to which we formed Salmueras, a project company in which we own a 74.9% equity interest and Quimpac owns the remaining 25.1%. Under the agreement, we contributed our brine concessions located in the fields of Ñamuc and El Tablazo and committed to invest US$100 million to the project, while Quimpac contributed its brine concessions located in the Cañacmac field and may contribute approximately US$14.2 million to the project to maintain its current equity interest. There is no deadline for this committed investment, and consequently the referred investment will only take place as long as we continue developing the project. Our combined brine concessions cover 136,245 hectares of land. Brine is used to produce chemical components, which have a wide variety of agricultural and industrial uses, such as in fertilizers, animal feed and construction.

The basic engineering study was conducted by the German company, K-Utec AG Salt Technologies and is currently being evaluated by both partners in order to determine how to move forward according to their investment priorities. The environmental impact study associated with this project was approved in December 2014. In December 2014, the Ministry of Production approved the Environmental Impact Study associated with this project.


Competitive Strengths

Our principal competitive strengths include the following:

Track record of cash flow generation and strong results through multiple business cycles

We have historically generated strong cash flow and high profit margins mainly due to the following key factors:

our leadership position in the northern region of Peru; and

our extensive distribution network, operational flexibility and efficiency, and focus on innovation.

In 2016, we generated cash flow from operating activities (including discontinued operations) of S/241.7 million (US$72.02 million) and EBITDA of S/371.0 million (US$110.5 million), recorded profit for the year of S/112.9 million (US$33.6 million), and our operating and EBITDA margins were 22.0% and 29.9%, respectively. EBITDA for 2016 decreased by 4.8% (S/18.7 million) compared to 2015, mainly due to higher fixed costs resulting from lower sales volumes, an increase in administrative and selling expenses, as well as one-off expenses related to the permanent environmental closure of our zinc operations and the dissolution of Calizas del Norte, the subsidiary which used to exploit the limestone mines that are now operated by third parties.

Leader in attractive and expanding market with solid macroeconomic fundamentals

We are currently the only cement manufacturer in the northern region of Peru and we produce and sell substantially all of the cement consumed in the region. In 2016, the northern region accounted for approximately 23.0% of the country’s population and 13.2% of its GDP. From 2012 to 2016, GDP in the northern region grew at a CAGR of 1.8%. During the same period, our cement sales volume grew at a CAGR of 0.3%, mainly as a consequence of decreased investment confidence and a decrease in public spending due to changes in authorities. However, the northern region continues to experience significant housing and infrastructure deficits which we expect will drive demand for cement in coming years, especially considering the reconstruction investment expected over the next years due to the destruction in infrastructure caused by El Niño.

Best-in-class operating efficiencies with vertical integration and strong brand recognition

Our quarries are located in close proximity to our plants, enabling us to minimize transportation costs. We strive to enhance our operational efficiency by focusing on lowering costs and improving profitability. We also benefit from our vertically integrated operations, participating in the entire chain of production from the quarries which we own directly, to the related products such as quicklime, ready – mix, precast and our large distribution network. We have developed one of the largest independent retail distribution networks for construction materials in Peru, known as “DINO,” consisting of 216 independent retailers with 360 hardware stores, primarily small, local stores in the northern region, through which we distribute our cement products as well as construction materials manufactured by third parties. We use our distribution network, together with our strategically located commercial offices, to promote our products and stay abreast of market developments. We have developed this network through years of fostering relationships with retailers in the region, which we believe would be difficult for a competitor to replicate. Our distribution network has enabled us to build strong recognition for our Pacasmayo brand among retailers and end-consumers in our market, which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Disciplined capital expenditure plan with attractive risk / return profile

We seek to minimize risk while securing an adequate return on our development projects. In 2015, we finished the construction of our new cement plant in Piura, the third largest city in northern Peru, which has an annual production capacity of 1.6 million metric tons of cement. The first ton of cement from the Piura facility was produced and shipped on September 17, 2015. This was a very important milestone for us, since we have been investing in this project since 2012 and can now begin to reap the benefits of this investment. The new plant improves our competitive position in the northern region of Peru. With production from three plants, we are able to serve our market more efficiently. This state-of-the-art plant is the most modern in Latin America. It also reduces transportation costs by enabling the dispatching of cement from plants within closer proximity to the point of sale. Clinker production started in January 2016, so we expect to achieve significant efficiencies at the consolidated level due to the elimination of imported clinker. It is important to highlight that the project was completed under budget, with a total estimated investment of US$365 million, below the original budget of US$386 million.

Emphasis on innovation

We place significant emphasis on research and development to ensure our products meet the needs of consumers in our market and to improve the efficiency of our operations. For example, we have developed cement products suitable to coastal construction that tend to be more exposed to erosion from sulfate. We believe that, by educating retailers and end consumers of these attributes of our products, we have been successful in building demand and realizing higher margins for our differentiated product offering.

In July 2016, we created the Innovation department with the main objective of systematizing the continuous transformation process of the business in order to ensure a sustainable growth for our company and the improvement of its margins. To achieve this objective it is necessary to:

Put the customer in the center of all our processes;

Design an innovation management model; and

Promote an organizational culture that encourages entrepreneurship and innovation.

We made this decision given that customers’ consumption patterns change at a faster pace, and it is necessary to quickly adapt so as to keep our customers. This phenomenon has been driven, in part, by technological and scientific advances.

We made a benchmark in the market for the creation of this area, and we decided to hire a consultant to support us in the design of the management model. We selected Insitum, a Mexican consultant with offices in nine countries and over 13 years of experience.

In 2016, we achieved the following key enhancements to our operations:

Definition of the innovation strategy and process, complying with the schedule of activities;

Selection by MIT’s second year MBA students to develop a joint project; and

Implementation of collaborative workspaces.

Strong relationship with local communities

Since we began operations 59 years ago, we have had a strong commitment to improving the quality of life of the local communities surrounding our plants, whose members we regularly employ. As a result, we have developed close and cooperative relationships with the local communities, which are supported by several social responsibility initiatives we have undertaken. For example, the family of our controlling shareholder founded, and we and Hochschild Mining plc continue to fund, Asociación Tecsup, a leading non-profit institute in Peru that provides technical education to high-school students. We provide scholarships and financial aid to local qualified students interested in studying at Tecsup. Through its three campuses in Peru, Tecsup has graduated over 9,293 students in various technical fields, some of whom currently work for us and our affiliates.

Highly experienced and professional management and board of directors

Our management team, with an average of 15 years of experience in the cement industry in Peru, has extensive technical and local market expertise and has led our company through our recent growth. We have developed a strong professional business culture and a team of highly qualified executives. We also have a well-regarded and experienced board of directors that includes some of Peru’s business leaders and former senior government officials. For the fifth consecutive year, we have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, which is currently comprised of nine listed companies.

Strong corporate governance standards and international recognition

Our common shares are listed on the Lima Stock Exchange and our ADSs are listed on the New York Stock Exchange. We are subject to the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the Peruvian Securities Commission and we must comply with and adopt internal compliance standards to increase transparency and improve corporate governance standards including an audit committee and appointment of independent directors. For the fifth consecutive year,Since 2009, we have been selected to formas part of the BestGood Corporate Governance Practices Index of the Lima Stock Exchange, which is currently comprised of nineonly six listed companies. Furthermore, in 2016,2017, we received the Top Social Responsibility Award (Distintivo de Empresa Socialmente Responsable) for fifththe sixth consecutive year, in recognition of our having achieved our corporate goals in a socially responsible manner, the principle that is ingrained in our corporate culture and business strategy.

Track record of cash flow generation and strong results through multiple business cycles

We have historically generated strong cash flow and high profit margins mainly due to the following key factors:

our leadership position in the northern region of Peru; and

our extensive distribution network, operational flexibility and efficiency, and focus on innovation.

In 2017, we generated cash flow from operating activities of S/250.4 million (US$77.3 million) and adjusted EBITDA of S/371.5 million (US$114.6 million), recorded profit for the year of S/80.6 million (US$24.9 million), and our operating margin and adjusted EBITDA margins were 16.0% and 30.3%, respectively. Adjusted EBITDA for 2017 increased by 0.1% (S/0.5 million) compared to 2016, due to operational efficiencies from the Piura plant and the elimination of imported clinker, despite a decrease in sales and higher costs during the first four months of the year resulting from the effects of road and other damage caused by the El Niño.

Leader in attractive and expanding market with solid macroeconomic fundamentals

We are currently the only cement manufacturer in the northern region of Peru and we produce and sell substantially all of the cement consumed in the region. In 2017, the northern region accounted for approximately 22.8% of the country’s population and 13.9% of its GDP. From 2013 to 2017, GDP in the northern region grew at a CAGR of 0.8%. During the same period, our cement sales volume contracted at a CAGR of 0.9%, mainly as a consequence of decreased public spending resulting from government corruption scandals and political uncertain associated with the administration of President Kuczynski. However, the northern region continues to experience significant housing and infrastructure deficits which we expect will drive demand for cement in coming years, especially considering the reconstruction investment that will be required to restore infrastructure damaged or destroyed by El Niño.

Best-in-class operating efficiencies with vertical integration and strong brand recognition

Our quarries are located in close proximity to our plants, enabling us to minimize transportation costs. We strive to enhance our operational efficiency by focusing on lowering costs and improving profitability. We also benefit from our vertically integrated operations, participating in the entire chain of production from the quarries which we own directly, to the related products such as quicklime, ready–mix, precast and our large distribution network. We have developed one of the largest independent retail distribution networks for construction materials in Peru, known as “DINO,” consisting of 247 independent retailers and 394 hardware stores as of December 31, 2017, primarily small, local stores in the northern region, through which we distribute our cement products as well as construction materials manufactured by third parties. We use our distribution network, together with our strategically located commercial offices, to promote our products and stay abreast of market developments. We have developed this network through years of fostering relationships with retailers in the region, which we believe would be difficult for a competitor to replicate. Our distribution network has enabled us to build strong recognition for our Pacasmayo brand among retailers and end-consumers in our market, which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Disciplined capital expenditure plan with attractive risk / return profile

We seek to minimize risk while securing an adequate return on our development projects. In 2015, we completed construction of our new cement plant in Piura, the third largest city in northern Peru, which has an annual production capacity of 1.6 million metric tons of cement. The first ton of cement from the Piura facility was produced and shipped on September 17, 2015. The Piura plant improves our competitive position in the northern region of Peru. With production from three plants, we are able to serve our market more efficiently. This state-of-the-art plant is one of the most modern in Latin America. It also reduces transportation costs by enabling the dispatching of cement from plants within closer proximity to the point of sale.

Emphasis on innovation

We place significant emphasis on research and development to ensure our products meet the needs of consumers in our market and to improve the efficiency of our operations. For example, we have developed cement products suitable to coastal construction that tend to be more exposed to erosion from sulfate. We believe that, by educating retailers and end consumers of these attributes of our products, we have been successful in building demand and realizing higher margins for our differentiated product offering.


In July 2016, we created the Innovation Department with the main objective of systematizing the continuous transformation process of the business in order to ensure a sustainable growth for the company and the improvement of its margins. To achieve this objective it is necessary to:

Put the customer at the center of all our processes.

Design an innovation management model.

Promote an organizational culture that encourages entrepreneurship and innovation.

Given that customers, consumption patterns can change quickly and unexpectedly we must quickly adapt in order to retain our customers.

In 2017, we executed eight pilot projects in which we resolved different strategic challenges, from customer loyalty to internal processes and the work method designed for the company was proven. These projects were presented on the first innovation Fair which took place on the Lima offices. We were invited to participate in the Regional Entrepreneurship Accelerating Program of MIT, an initiative led by the Ministry of Production Innovation Management which seeks to promote an innovation ecosystem in Peru.

Strong relationship with local communities

Since we began operations 60 years ago, we have been committed to improving the quality of life of the communities surrounding our plants, whose members we regularly employ. We have developed close and cooperative relationships with the local communities, which are supported by several social responsibility initiatives we have undertaken. For example, the family of our controlling shareholder founded, and we and Hochschild Mining plc continue to fund, Asociación Tecsup, a leading non-profit institute in Peru that provides technical education to high-school students. We provide scholarships and financial aid to local qualified students interested in studying at Tecsup. Through its three campuses in Peru, as of December 31, 2017, Tecsup had graduated over 9,639 students in various technical fields, some of whom currently work for us and our affiliates.

Highly experienced and professional management and board of directors

Our management team, with an average of 15 years of experience in the cement industry in Peru, has extensive technical and local market expertise and has led our company through our recent growth. We have developed a strong professional business culture and a team of highly qualified executives. We also have a well-regarded and experienced board of directors that includes some of Peru’s business leaders and former senior government officials. For the ninth consecutive year, we have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, which is currently comprised of six listed companies.

Our Strategies

Our objective is to maximize shareholder value, while honoring our commitment to the environment and abiding by our social responsibility goals. We intend to achieve our objective through the following principal strategies:

Continue to focus on our core business of supplying the rising demand for cement

We plan to continue to meet the increasing demand for cement in our market, while controlling production costs. We intend to increase our production capacity through the expansion of our installed cement and clinker capacity. In line with this strategy, we are on target to complete the planned expansion of our new cement plant in Piura. Our principal goal is to maintain our market share in the northern region of Peru without reducing the profitability of our business.

Maintain operational efficiencies to control production costs

We intend to sustain operational efficiencies in an effort to control costs and maintain our operating margins. One of our principal initiatives to maintain energy costs is to secure our own source of coal. In 2011, we exercised certain of our options to purchase coal mining concessions in the north region of Peru, and we have also replaced a high proportion of imported bituminous coal consumption, which generally is more expensive, with anthracite coal produced locally.

Deepen our commercial relationship with retailers and end-consumers

We plan to enhance our commercial relationships with retailers and end-consumers in our market, both to maintain brand loyalty and to foster demand for our cement products. We will continue to support retailers in our DINO distribution network by providing product education, training sessions, rewards programs, and assistance in financing purchases of our products. In addition, we continue with our door-to-door commercial strategy for cement sales. We believe that these initiatives have been successful in strengthening our relationship with retailers and end-consumers.

Continue to focus on being the preferred provider of building solutions

We strive to be the supplier of choice for cement consumers in the northern region of Peru, whether householdsits individuals building their homes or private construction companies or governmental entities undertaking projects of any size. We continue to focus on providing consumers with efficient and customized building solutions for their construction needs. Over the past several years, we have evolved from being a single type cement manufacturer to offering five different types of cement products, under two principal2 brands, and other building solutions, such as assembly gravity walls, sheet piles, precast beams, among others.others . Moreover, in 2018 we have launched a new image and future vision, transforming ourselves from a cement producer to a building solutions company. We are the leading cement manufacturer in innovation and care for the environment and are constantly searching for ways to improve building practices, inspired by our culture based on sustainability. For example, we offer cement that contains special properties that protect against sulfate erosion, as well as other products designed to meet the needs of consumers in the northern region of Peru. We dedicate significant resourcesIn order to developing new products that meet evolving market demands through productprovide a portfolio of specialized solutions for our clients, with 60 years of experience and research, we have developedPacasmayo Profesional: a business unit focused on the development and development.commercialization of constructive solutions. Our mission is to provide a comprehensive solution for all project types and thus respond to the unique needs of each client, generating savings and efficiencies in the construction processes.


Selectively pursue acquisitions

We will continue to evaluate and may selectively pursue strategic acquisitions of cement and complementary businesses that expand our geographic footprint and diversify our portfolio of products. Our management team has significant operating experience and industry knowledge in the production and commercialization of cement and cement-related materials, and we believe this experience will enable us to identify and pursue attractive acquisitions that will maximize shareholder value.

Continue to Strengthen our Enterprise Risk Management

We continue to strengthen our enterprise risk management methods and processes that allow us to identify, assess and monitor the legal, commercial, operational, financial and reputational risks, as well as fraud, corruption, bribery and money laundering and financing of terrorism risks, determining the existing controls and establishing a plan along with other areas in order to mitigate existing risks.

Maintain high Environmental, Social and Governance Standards

We are committed to maintaining high environment, social and corporate governance standards. We are focused on developing and strengthening a favorable social environment for the continuity and growth of our operations, prioritizing our social investment in innovative education, health and local development programs in coordination with other stakeholders to contribute to sustainable development. Since 2009, we have been selected as part of the Good Corporate Governance Index of the Lima Stock Exchange which is currently comprised of only six listed companies. Furthermore, in 2017, we received the Top Social Responsibility Award (Distintivo de Empresa Socialmente Responsible) for the sixth consecutive year, in recognition of our having achieved corporate goals in a socially responsible manner, the principle that is ingrained in our corporate culture and business strategy.

Our Products

Our core products are cement and other cement-related materials. We also produce quicklime. In 2016,2017, cement, concrete and blocks accounted for 89.0%87.9% of our net sales and quicklime accounted for 6.1%6.6%. We also sell and distribute construction materials, such as steel rebar, cables and pipes, manufactured by large third-party manufacturing companies, which in 20162017 represented 4.9%5.4% of our net sales.

The following table sets forth a breakdown of our shipments by type of product for the periods indicated:

       
  Year ended December 31,  

Year ended December 31,

 

(in thousands of metric tons)

  2016   2015   2014  

2017

 

2016

 

2015

 

Cement, concrete and blocks(1)

   2,286    2,310    2,347   2,268   2,286   2,310 

Quicklime

   152    104    100   163   152   104 
  

 

   

 

   

 

 

 

(1)Cement shipments during 2014 include the cement used for the construction of the new Piura plant.

The following table sets forth a breakdown of our total net sales by product for the periods indicated:

       
  Year ended December 31,  

Year ended December 31,

 

(in millions of S/)

  2016   2015   2014  

2017

 

2016

 

2015

 

Cement, concrete and blocks

   1,103.4    1,089.2    1,085.4   1,076.7   1,103.4   1,089.2 

Quicklime

   75.1    64.1    61.0   80.7   75.1   64.1 

Construction supplies(1)

   59.9    75.6    95.4   66.4   59.9   75.6 

Others

   1.8    2.1    0.8  1.8   1.8   2.1 
  

 

   

 

   

 

 

Total

   1,240.2    1,231.0    1,242.6   1,225.6   1,240.2   1,231.0 
  

 

   

 

   

 

 

 

(1)Refers to construction materials manufactured by third parties that we distribute. Construction supplies include the following products: steel rebar, wires, nails, corrugated iron, electric conductors, plastic tubes and accessories, among others.

Cement

Cement is a powdered mixture of ground minerals that, when mixed with water, adheres to other materials and hardens to form a rock-like substance. Cement is generally mixed with other materials, such as gravel and sand, forming concrete with a high degree of compressive strength that is able to withstand substantial pressure.


Cement types are generally classified as either Portland cement or blended hydraulic cement. Portland cement is a hydraulic cement produced by pulverizing clinker, consisting essentially of crystalline hydraulic calcium silicates and calcium sulfate. Blended hydraulic cement consists of a mixture of Portland cement clinker and mineral admixtures, such as blast furnace slag, pozzolanic materials and limestone.

We produce both types of cement in a range of cement products suitable for various uses, such as residential and commercial construction and civil engineering. We currently offer the following five types of cement products designed for specific uses:

 

Type ICo. This type of cement is used for general purposes and is similar to Portland Type I cement. It is widely used in our market due to its effectiveness and low hydration heat.

 

Type MS/MH/R (called Fortimax3). This is the new formula for the type of cement that is used to protect against moderate sulfate action, such as drainage structures, with higher-than-normal, but not unusually severe, sulfate concentrations in ground water. It is designed for sites and structures in humid areas that are exposed to sulfates and sea water. It also prevents thermal contraction cracking due to moderate heat hydration, and is resistant to contact with alkaline reagents.

Type II.. This type of cement is for general purposes and suitable if special properties are not needed. It is generally used for constructing pavements, floors, reinforced concrete buildings, bridges, reservoirs, pipes, masonry units and precast concrete products.

 

Type V. Type V cement is used in concrete exposed to severe sulfate action, principally in places where soil or ground water has a high sulfate content. It is generally used in hydraulic construction, such as irrigation canals, tunnels, water conduits and drains.

 

Type HS. Type HS cement is used in concrete that is exposed to severe sulfate action, principally where soil or ground water has high sulfate content. It is recommended for port construction, industrial plants and construction of sewage sites. Our Portland Type HS cement has low reactivity with alkali-reactive aggregates, making it more durable than other types of cement.

We believe that our Type V, Fortimax and HS cement products are particularly suitable for construction in the northern coastal region of Peru, where sulfate and chloride concentrations from soil, ground water and sea water affect the durability of construction structures. By educating retailers about the different cement characteristics and conducting marketing campaigns, we believe we have been successful in building demand for our cement products. Our research and development department is also equipped to produce custom-tailored cement products on demand. In addition, through our dedicated team of geologists and scientists, we have significantly reduced the amount of clinker required for cement production minimizing our capital expenditures and significantly reducing our carbon dioxide emissions (CO2).

We market and distribute our cement primarily in 42.5 kilogram bags. Most of our bagged cement is sold to the retail sector consisting primarily of households whothat buy bags of cement to build or expand their own homes over time with little or no formal technical assistance (commonly referred to asauto-construcción). The bags are made of Kraft paper to preserve the quality of the cement. Our bags include information relating to the composition of our cement, handling instructions, production dates and storage instructions. Our cement bags have different colors to easily identify the different types of cement. Once bagged at our Pacasmayo, Rioja and Piura facilities, our cement is loaded onto trucks operated by third parties. Cement in bulk is sold to large industrial consumers.

Concrete Products

We also produce and sell concrete products principally in the form of ready-mix concrete used in large construction sites, as well as blocks, bricks and pavers.

 

Ready-mix concreteconcrete.. Ready-mix is a blend of cement, aggregates (sand and stone), admixtures and water. It is manufactured and delivered to construction sites in a form that is ready to use. This mixture hardens to form a building material, ranging from sidewalks to skyscrapers. We have 19 fixed and mobile ready-mix plants.

 

Concrete blocks. We produce and sell concrete blocks, such as paving units, or paver stones for pedestrian walkways, as well as other bricks for partition walls and concrete blocks for structural and non-structural uses.

 

New cement-basedcement based products. We have developed, and are in the process of developing more cement-based products that are innovative and easy building solutions. These products include assembly gravity walls using large concrete blocks, beams and vaults, precast beams, sheet piles, seawalls, piles, as well as more complex products such as basic bathroom and housing units.

Quicklime

We produce and distribute quicklime, which has several industrial uses. Quicklime serves as a neutralizer, lubricant, drying and absorbing material, disinfectant, and as a raw material. Quicklime has various applications, including in the steel, food, fishing and chemical industries. It is also used in mining operations to treat water and industrial residues, in agriculture as a fertilizer enhancer and, to a lesser extent, in other industries. In Peru,

quicklime is mainly used in the mining industry, as an additive to treat water residues. We produce quicklime in finely and coarsely ground varieties and sell it either in three forms: (i) 40 kilogram bags, (ii) bags of one metric ton and (iii)or in bulk, for larger construction projects.according to clients’ requirement.


Production Process

Cement Production Process

The diagram below depicts the standard cement production process, which consists of the following main stages:

 

extraction and transportation of limestone or seashells from the quarry;

 

grinding and homogenization to make the raw material of consistent quality;

 

clinkerization;

 

cement grinding;

 

storage in silos; and

 

packaging, loading and distribution.

 

LOGO

Extraction of raw materials. To produce cement, limestone islimestone/seashells are extracted from our quarries. We use explosives to loosen the limestone and deploy bulldozers to remove dirt and the overburden covering the limestone. We crush the limestone in our primary and secondary cone crusher and the resulting limestone is loaded into trucks and hauled to our Pacasmayo or Rioja facilities from the adjacent quarry where it is stored.

In the case of Piura, our surface miner drills out our seashell quarry and then it is also loaded into trucks and hauled to the Piura facilities.

Grinding and homogenization. Limestone, clay and sand are mixed with iron that is acquired from third parties. The quality of the resulting raw meal is monitored by examining samples of each batch and processing them through our quality control x-ray software that automatically measures the mix of materials to confirm the blend is in compliance with our quality standards. Subsequently, the raw meal is sent to a blending silo and then to a storage silo from where it is fed into the pre-heater.

Clinkerization.The raw meal is heated at a temperature of approximately 1,450 degrees Celsius in our kilns. The intense heat causes the limestone and other materials in the mixture to react inside the kiln, turning the mixture into clinker. Clinker is then cooled to a temperature of approximately 200 degrees Celsius and stored in a silo or in an outdoor patio.yard.


Cement grinding. After being cooled, clinker, together with gypsum and some admixtures, is fed into a ball mill or into a vertical roller mill where it is ground into a fine powder to produce cement. In this form, cement reacts as a binding agent that, when mixed with water, sand, stone and other aggregates, is transformed into concrete or mortar.

Storage in silos. After passing through the ball mills, the cement is transferred on conveyor belts and stored in concrete silos in order to preserve its quality until distribution.

Packaging, loading and transport. Cement is transferred through another conveyor belt from the silo to be packaged in 42.5 kilogram bags and then loaded into trucks operated by third parties to be transported for distribution. Bulk cement may be transported (unpackaged) on especially designed trucks that deliver large amounts of cement directly to the work site.

Quicklime Production Process

Quicklime is produced by crushing limestone with a calcium carbonate content of at least 95% by calcinating it in a rotary kiln. The limestone for quicklime comes from our quarries. The crushing of the limestone is done at the quarry and the calcination process takes place only at our Pacasmayo facility. We produce quicklime in finely and coarsely ground varieties and sell both varieties in bags of 40 kilograms and up to one metric ton, as well as in bulk.

Raw Materials and Energy Sources

Limestone and Other Calcareous Resources

We obtain limestone required to produce clinker and quicklime principally from land where we have concession rights. For our Pacasmayo plant, we extract limestone from our Acumulación Tembladera quarry located approximately 60 kilometers from the plant, and for our Rioja plant, we extract limestone from our Calizas Tioyacu quarry which is adjacent to our Rioja plant. For our Piura plant, we extract seashells from our Bayovar 4 and Virrilá quarries, located approximately 140 and 120 kilometers, respectively, from the plant.

Acumulación Tembladera. We have a concession with an indefinite term to extract limestone and other minerals from our Acumulación Tembladera quarry, a 3,390 hectare open-pit mine located in the district of Yonan, in the department of Cajamarca. We acquired this concession in November 2002.

Calizas Tioyacu. For our Rioja production, we have a concession with an indefinite term to extract limestone and other minerals from a 400 hectare open-pit mine near our Rioja facility in the district of Elias Soplin Vargas, in the department of San Martín. We acquired this concession in February 1998.

Bayovar 4. For our Piura production, we have a concession with an indefinite term to extract seashells and other minerals from our Bayovar 4 quarry, a 22,326 hectare open-pit mine located in the district of Sechura, in the department of Piura. We acquired this concession in 2008

Virrilá. For our Piura production, we also have a group of concessions with an indefinite term to extract seashells and other minerals from our Virrilá quarry, a 931 hectare open-pit mine located in the district of Sechura, in the department of Piura. We acquired these concessions between 2000 and 2008.

In each of our limestone and seashell concessions, the term of the concession is indefinite, provided we pay an annual concession fee and a penalty fee if we fail to meet required minimum annual production levels. Failure to pay such fees in a timely manner for two consecutive years will cause us to forfeit our concession titles. As of the date of this annual report, we have fully paid all applicable fees on our operating concessions.

We extracted from our Acumulación Tembladera quarry approximately 1.5 million metric tons in 2014, 1.0 million metric tons in 2015, and 0.7 million metric tons in 2016, and 1.9 million metric tons in 2017 which were used for cement and quicklime production inat our Pacasmayo facility. We extracted from our Calizas Tioyacu quarry approximately 573,217 metric tons in 2014, 481,858 metric tons in 2015, and 293,990 million metric tons in 2016, and 331,497 metric tons in 2017, which were used for cement production at our Rioja facility. We extracted from our Bayovar 4 quarry approximately 22,98344,702 metric tons of seashellslimestone in 2015,2016, and 44,702 million40,183 metric tons in 2016,2017, which were used for cement production at our Piura facility. We extracted from our Virrilá quarry approximately 391,0801.2 million metric tons of seashellslimestone in 20152016 and 1,189,199 million866,023 metric tons in 2016,2017, which were used for cement production at our Piura facility.

We estimate that as of December 31, 2016,2017, our Acumulación Tembladera quarry contains approximately 110.7110 million metric tons of proven and probable limestone reserves with an average grade of 85.7% of calcium carbonate; our Calizas Tioyacu quarry contains approximately 8.58.2 million metric tons of proven limestone reserves with an average grade of 90.3% of calcium carbonate; our Bayovar 4 quarry contains approximately 20.0 million metric tons of proven seashells reserves with an average grade of 87.2%87.2 % of calcium carbonate; and our Virrilá quarry contains approximately 119.5118.7 million metric tons of proven seashells reserves with an average grade of 90.1% of calcium carbonate. Based on limestone consumption at 20162017 levels, we estimate that our limestone reserves at our Acumulación Tembladera quarry have a remaining life of approximately 85108 years and our limestone reserves at our Calizas Tioyacu quarry have a remaining life of approximately 22 years. 25 years.Based on seashellseashells consumption for 2016,2017, we estimate that our seashells reserves at our Bayovar 4 and Virrilá quarries have a remaining life of approximately 132108 years. It is important to note that 2016 was still a ramp up year so the consumption of seashells is still lower than what we expect for full year operations from 2017 onwards. Our estimates were prepared by our internal engineers and geologist and are reviewed periodically.


In addition to our Acumulación Tembladera, Calizas Tioyacu, Bayovar 4 and Virrilá quarries, we also own concession rights to various other calcareous material quarries consisting, in the aggregate,total, of approximately 40,997 hectares located in the northern region of Peru. None of these quarries are in operation as of the date of this annual report.

Clay, Sand and Other Raw Materials and Admixtures

The other raw materials that we use to produce clinker are clay, sand, iron and diatomite.

Clay

For cement production in our Pacasmayo facility, we extract clay from our Señor de los Milagros de Pacasmayo quarry, a 400 hectare open-pit concession located in the district and province of Pacasmayo, department of La Libertad. We were granted this concession by the MEM in 1996. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We extracted from our Señor de los Milagros de Pacasmayo quarry approximately 46,71953,855 metric tons of clay in 2014, 53,855 metric tons in 2015, and 41,772 metric tons in 2016.

2016, and 49,618 metric tons in 2017.

For cement production in our Rioja facility, we extract clay from our Pajonal 2 quarry, a 400 hectares open-pit concession located in the district and province of Rioja, department of San Martin. This concession was granted to us by the MEM in 1998. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We extracted from our Pajonal 2 quarry approximately 35,10353,632 metric tons of clay in 2014, 53,632 metric tons in 2015, and 41,592 metric tons in 2016.2016, and 48,215 metric tons in 2017.

We have not calculated our clay reserves, as we believe there is an abundant supply of clay in our concessions and more broadly in the northern region where we operate.

Sand

For cement production in our Pacasmayo facility, we use sand extracted from our Señor de los Milagros de Pacasmayo quarry. We extract approximately 120,000 metric tons of sand per year on average for use at our Pacasmayo facility. Our Rioja facility does not utilize sand as a raw material given the type of cement it produces.

We have not calculated our sand reserves, as we believe there is an abundant supply of sand in our concessions and more broadly in the northern region where we operate.

Iron and Diatomite

We use small quantities of iron and diatomite in our cement production, which we purchase from third parties at market prices. We are also in the process of installing a small diatomite plant in our Bayóvar field.

Pozzolanic Materials and Other Admixtures

Our cement production also requires small amounts of other admixtures, such as pozzolanic materials, gypsum and blast furnace slag.

For cement production in our Pacasmayo facility, we use pozzolanic materials obtained from our Cunyac quarry, a 200 hectare open-pit concession located in the district of Sexi, province of Santa Cruz, department of Cajamarca. The concession was granted to us by the MEM in 2008. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We began using pozzolanic material at our Pacasmayo facility in 2010 and in 2014 we extracted 127,746 metric tons and used 80,073 metric tons. In 2015, we used 59,694 metric tons from our stock. andstock, in 2016 we extracted 65,691 metric tons and in 2017 we extracted 22,287 metric tons.

For cement production in our Rioja facility, we use pozzolanic materials obtained from our Fila Larga quarry, a 1,000 hectare open-pit concession located in the district of El Milagro, province of Utcubamba, department of Amazonas. The concession was granted to us by the MEM in 1998. We did not use pozzolanic materials to produce cement in 2014, 2015, 2016 or 2016.2017.

We also own several other concessions containing pozzolanic material which have not been exploited. In addition, our use of pozzolanic materials may be substituted with clinker or other admixtures. Other admixtures, such as gypsum and blast furnace slag, are purchased at market prices from third-party suppliers. If we are unable to acquire raw materials or admixtures from current suppliers, we believe that other sources of raw materials and admixtures would be available without significant interruption to our business.

Imported Clinker

In 2012, as a result of the strong demand in the cement market in the northern region of Peru, we started using 208,708 metric tons of imported clinker. In 2015, we used approximately 415,512 metric tons of imported clinker and 96,518 in 2016, exclusively during the first months of the year when the Piura plant was ramping up. Since April 2016, we have not used any imported clinker.

Energy Sources

Our main energy sources are fuel in the form of coal and electricity. Our production processes consume significant amounts of energy, because our kilns must reach extreme temperatures to produce clinker and quicklime. In addition, milling operations, homogenization and transportation of materials consume significant amounts of energy.


Coal

We purchase mostly anthracite coal from local suppliers and import small amounts of bituminous coal from suppliers mainly in Colombia and Venezuela, in each case at spot market prices. Anthracite coal tends to be less expensive than bituminous coal. We store coal at our premises and in our warehouse facility adjacent to the Salaverry port, located approximately 130 kilometers south of our Pacasmayo facility, where we have sufficient stock of coal to maintain our production levels for the next eight months.

In December 2009 and February 2010, we entered into option agreements to acquire coal mining concessions as a means to secure a steady and reliable source for our coal requirements and to reduce the volatility in costs related to coal. In 2011, we exercised certain options under these agreements to acquire coal mining concessions for 908.5 hectares near our Pacasmayo facility for a total purchase price of US$4.5 million. In 2013, we exercised our remaining options to purchase an additional coal mining concession for 501.2 hectares for US$1.0 million, thereby completing the acquisition of the related coal mining concessions.

Electricity

As of December 31, 2016,2017, all of the electricity requirements for our Pacasmayo and Piura facilities were supplied by Electroperú and for our Rioja facility by ELOR.

We have a long-term electricity supply contract with Electroperú currently valid until 2025. Electroperú has agreed to provide us with sufficient energy to operate our Pacasmayo and Piura facilities at pre-determined maximum amounts during the term of the contract. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. purchase price index, the global price of oil, the local price of natural gas and the import price of bituminous coal.

In addition, we have a medium-term electricity supply contract with ELOR to supply the Rioja facility, which was recently extended until November 2022. ELOR supplies the Rioja facility with 6six megawatts of electricity at peak hours and 8eight megawatts at non-peak hours. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. dollar price, the local price of natural gas, the global price of oil and the import price of bituminous coal.

Other Production Materials

We use other materials in the cement production process, including paper bags to package cement, which we purchase principally from local suppliers; plastic bags used to package quicklime, which we purchase from local suppliers; and water to cool the kiln exhaust gases and for our crushing operations at our Acumulación Tembladera quarry, which we obtain principally from a well located at our Pacasmayo facility and from the Jequetepeque river. Water used in our production process is maintained in a closed system at our plants and re-processed for utilization in our production process.

Consumer Base

The retail cement sector in Peru is characterized by households that purchase single bags of cement to gradually build or improve their homes with little or no professional assistance. This sector is known asauto-construcción. Families in this sector tend to invest a large portion of their savings in building or improving their own homes.Auto-construcción is often conducted with the help of a builder (maestro de obra) who generally has experience in construction. Our retail marketing plans typically target themaestro de obra who is usually the decision maker when buying cement and other related construction materials.

We also sell directly to small, medium and large private construction companies working on a variety of construction projects, from housing complexes to commercial developments. In the public sector, we provide cement for national, regional and local governments carrying out construction projects including housing complexes and public construction, ranging from local schools and hospitals to large infrastructure projects.

Sales and Distribution

Distribution

Our market extends from the Ecuadorian border in the north of Peru to the city of Barranca in the south (approximately 180 kilometers north of Lima), to the Andes mountains in the east and the Pacific Ocean in the west. Our market covers the provinces of Amazonas, Cajamarca, La Libertad, Lambayeque, Piura and Tumbes in the north; and San Martín and Loreto in the northeast.

Our Pacasmayo, Piura and Rioja facilities supply the entire northern region of Peru, interchangeably subject to where it is most efficient to ship from at the moment, depending on the distance and type of cement being produced, among other factors.

In 2016,2017, approximately 91%92.3% of our total cement shipments were in the form of bagged cement, substantially all of which was sold through retailers both within and outside of our distribution network. The remaining 9%7.7% of our cement was sold in bulk or in shipments of concrete blocks or ready-mix concrete directly to large construction companies.

We have developed one of the largest independent retail distribution networks for construction materials in Peru, consisting of more than 360394 local hardware stores, with which we have a distribution agreement. In addition, we also distribute to other independent retailers located throughout the northern region of Peru with whom we do not have contractual relationships. We have built our distribution network by investing in strengthening our relationship with retailers.


Even though our ready mix sales are still a small proportion of our toal sales, we expect this trend to change as infrastructure becomes a bigger driver of demand in comingthe upcoming years. Additionally, we sell and distribute other construction materials manufactured by third parties that are used alongside cement, such as steel rebar, plastic pipes and electrical wires, among others.

Marketing and Brand Awareness

We use our distribution network, together with our strategically located local commercial offices, to promote our products and brands, as well as to keep us informed of market developments. We believe our distribution network has enabled us to build strong recognition for our Pacasmayo brand amongmaestros de obra, retailers and end consumers which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Our marketing expenses in 20162017 were approximately S/15.619 million, or 1.3%1.6% of our sales. Historically, our marketing strategy has been to develop brand loyalty by providing high-quality products, tailored to the needs of our customers, and customer service accompanied by complimentary training for themaestros de obra, who are typically the decision makers in theauto-construcciónsegment.

To maintain and improve our relationship with retailers, we have developed several loyalty and incentive programs designed for our distribution network. For instance, members of our distribution network can redeem points for various prizes, ranging from computers to trucks. We have also partnered with Financiera Efectiva to provide our customers withwho qualify access to small loans to help finance the purchase of our products.

Quality Control

In Peru, cement production is subject to standardization (normalización) regulations approved by the National Institute for the Protection of Competition and Intellectual Property (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual, or “INDECOPI”). Although the standardization regulations are not mandatory, they are useful in achieving an optimum level of management. As of the date of this annual report, there are 81 standardization regulations approved by INDECOPI in connection with the production of cement and its commercialization. We are currently in compliance with all standardization regulations applicable to our products.

We have established a quality assurance program in accordance with ISO Standard 9001-2008, certified by SGS del Perú S.A.C., a company that provides inspection, verification, testing and certification services. We monitor quality at every stage of the cement production process. In our facilities, we periodically test the quality of our raw materials. These tests include chemical, physical and x-ray tests. We perform similar examinations of the clinker we produce. Additionally, we also perform regular quality tests on our finished products.

We have a quality control area with computerized systems to access real-time information on the quality of our products. As part of our quality control process, we monitor the performance of our different cement products, monitor the performance of additives in our cement and review monthly statistical analysis on the resistance of cement, among other things.

Competitive Position

Peru’s cement production is segmented into three main geographic regions: the northern region, the central region, including Lima’s metropolitan area, and the southern region. We are the only cement manufacturer in the northern region of Peru. UNACEM (formally(formerly known as Cementos Lima and Cemento Andino) principally serves the central region and Cementos Yura and Cementos Sur operate in the southern region. In 2016,2017, our cement shipments were approximately 2.3 million metric tons, representing an estimated 21.0%21.3% share of Peru’s total cement shipments in Peru, and substantially all the cement consumed in the northern region of Peru.

Regulatory Matters

Overview

Although our core business is the production of cement, we hold a number of mining concessions granted by the Peruvian government for the supply of limestone and other raw materials required for cement production. As a result, we are subject both to the mining and the general industrial legal framework in Peru.

The regulatory framework applicable to our cement production may be divided into rules and regulations relating to (i) the mining and crushing of limestone and clay, and (ii) the production process.

Mining Regulations

The General Mining Law (Texto Único Ordenado de la Ley General de la Minería) approved by Supreme Decree No. 014-92-EM, published in the Peruvian Official Gazette,El Peruano, on June 3, 1992, is the primary law governing both metallic and non-metallic mining activities in Peru and is supplemented by implementing guidelines and policies regarding mining and the processing of minerals enacted by the MEM. Under the General Mining Law, mining activities (except storage, reconnaissance, prospecting and trade) are carried out exclusively through various forms of concessions. Mining concessions are granted by the Geological, Mining and Metallurgical Institute (Instituto Geológico Minero y Metalúrgico, or “INGEMMET”), and all other concessions, including our mineral processing concessions, are granted by the Directorate General for Mining of the MEM. Any act, transfer, termination or agreement related to these concessions must be registered with the Mining Rights Registry, which is part of the National Public Registry System, to be effective against the Peruvian government and third parties.


Holders of concessions or mining claims must comply with several obligations, including the payment of an annual concession fee (derecho de vigencia) of US$3.00 per applicable hectare. The annual concession fee is due and payable on or prior to June 30 of each year. Failure to pay the annual concession fee for two consecutive years will result in the termination of the mining concession.

Mining activities require holders to obtain title to the surface land from individual landowners, peasant communities or the Peruvian government. Mining concessions are granted for an unlimited period, subject to the achievement of minimum annual production levels. Two different regimes apply depending on the date the concession was granted:

For concessions granted before 2008, the following rules apply:

 

the minimum annual production is equivalent to US$100 per year per hectare, in the case of metallic concessions, and US$50 per year per hectare, in the case of non-metallic mining concessions;

 

the minimum production level is to be achieved no later than the end of the sixth year from the date of grant;

 

if the minimum production level is not achieved within that period, an annual penalty equivalent to US$6.00 per year per hectare must be paid starting with the first semester of the seventh year and until the minimum production level is achieved; and

 

if the minimum annual production has not been achieved by the twelfth year, then the annual penalty increases to US$20 per year per hectare.

However, under Supreme Decree No. 054-2008-EM, the rules above will apply only until 2019. As of 2019, if the annual minimum production has not been met, the annual penalty and the causes to terminate a mining concession will be determined by the General Mining Law for concessions granted in 2008 or thereafter, as described below.

For concessions granted in 2008 or thereafter, the following rules apply:

 

the minimum annual production target is equivalent to one tax unit (approximately US$1,129)1,280) per year per hectare, in case of metallic mining concessions, and 10% of one tax unit (approximately US$113)128) per year per hectare, in the case of non-metallic mining concessions;

 

the minimum production level is to be achieved no later than the end of the tenth year from the date of grant;

 

if the minimum production level is not achieved within that period, an annual penalty equivalent to 10% of the minimum annual production level is due until such level is achieved; and

 

if the minimum production level is not achieved by the end of the fifteenth year, the mining concession expires. Exceptionally, the concession can be extended for five additional years, provided that (i) the non-compliance of the minimum production level is caused byforce majeure, or (ii) a minimum annual investment of 10 times the annual penalty is devoted to exploration and the annual penalty is paid. If the minimum annual production is not achieved by the end of this additional five-year term, the mining concession will immediately expire.

Any penalty must be paid prior to June 30 of each year. Failure to pay the penalty for two consecutive years results in the termination of the mining concession.

In addition to the payment of the annual concession fee and the penalty, holders of mining concessions must, pursuant to the Mining Royalty Law, pay a royalty for the exploitation of metallic and non-metallic resources. Prior to the amendment of the Mining Royalty Law described below, the amount of the royalty was determined on a

monthly basis. For those minerals with an international market price (gold, silver, copper, zinc, lead and tin), the amounts were computed by applying the rates to the value of the concentrate or its equivalent, according to the applicable international market price. The historic rate scales were established in the Mining Royalty Law’s regulations as shown in the following table:

Annual sales


(in millions of US$)

 

Rate

 

Up to 60

  1%

Between 60 and up to 120

  2%

More than 120

  3%


In case of minerals without an international reference market price (minerals other than gold, silver, copper, zinc, lead and tin), the mining royalty amounted to 1% of the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process (componente minero)minero).

However, the Mining Royalty Law was amended on September 29, 2011 to increase the tax payable on metallic and non-metallic mineral resources. Effective October 1, 2011, the royalty for the exploitation of metallic and non-metallic resources is payable on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with the following statutory scale of tax rates based on a company’s operating profit margin and applied to the company’s operating profit, as adjusted by certain non-deductible expenses, and (ii) 1% of a company’s net sales, in each case, during the applicable quarter. The royalty rate applied to the company’s operating profit is based on its operating profit margin according to the following statutory scale of rates:

Operating margin

  

Applicable
rate

 

0% - 10%

  1.00%

10% - 15%

  1.75%

15% - 20%

  2.50%

20% - 25%

  3.25%

25% - 30%

  4.00%

30% - 35%

  4.75%

35% - 40%

  5.50%

40% - 45%

  6.25%

45% - 50%

  7.00%

50% - 55%

  7.75%

55% - 60%

  8.50%

60% - 65%

  9.25%

65% - 70%

  10.00%

70% - 75%

  10.75%

75% - 80%

  11.50%

More than 80%

  12.00%

Mining royalty payments will be deductible for income tax purposes in the fiscal year in which such payments are made.

We believed that certain portions of the regulations of the Mining Royalty Law were unconstitutional, because they impose a mining royalty tax on non-mining activities. For instance, for cement companies, the amended Mining Royalty Law and its regulations established that the mining royalty tax was calculated based on the total operating profit or net sales, as opposed to operating profit or net sales attributable exclusively to mining products, such as limestone, used to produce cement. Accordingly, in December 2011, we filed a claim to declare that the mining royalty tax applicable for the exploitation of non-metallic mining resources be calculated based on the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process (“componente minero”).

In November 2013, the Peruvian Constitutional Court affirmed the constitutional challenge we filed against the new regulation of the Mining Royalty Law, in a final and unappealable ruling, on the grounds that the new regulation violates the constitutional right of property, as well as the principles of legal reserve and proportionality. Therefore, the new regulation is rendered inapplicable to our operation. As a result, we will continue to use as a basis for the calculation of the mining royalty the value of the concentrate or mining component, and not the value of the product obtained from the industrial or manufacturing process.

Finally, holders of mining concessions are required at the beginning of their operations to submit a mining closure plan that must contain a description of the steps to restore the areas and facilities of each mining operation area to pre-mining condition. Holders of mining concessions are required to secure completion of the restorative measures by means of the following guarantees: (i) banking guarantee or credit insurance; (ii) cash guarantees; (iii) trusts; or (iv) those indicated in the Peruvian Civil Code.

As of the date of this annual report, we primarily owned non-metallic mining concessions and limited metallic mining concessions with respect to iron. Substantially all of our concessions were granted prior to 2008. Our mining rights and concessions are in full force and effect under applicable Peruvian laws. We believe that we are in compliance in all material respects with the terms and requirements applicable to our mining rights and concessions.

Production Process

The cement production process along with other manufacturing activities are governed by General Industry Law (Ley General de Industrias), Law No. 23407, published inEl Peruano on May 29, 1982, which establishes basic rules that promote and regulate activities in the manufacturing industry. The Ministry of Production is vested with authority to promote private investments in connection with industrial, processing and manufacturing activities, the surveillance of sustainable exploitation of natural resources (except for those extractive activities involving primary transformation of natural products), the protection of the environment, and the supervision of the quality of manufactured products. All industrial companies are subject to the General Industry Law and its regulations to the extent that the company’s gross income is primarily derived from industrial activities. Pursuant to Supreme Decree No. 009-2011-MINAM, the supervisory and monitoring functions of the Ministry of Production waswere transferred to the OEFA in 2013.


Environmental Regulations

Industrial companies and particularly cement companies are required to comply with several environmental regulations. Pursuant to Article 50 of Legislative Decree No. 757, the competent environmental authority is that corresponding to the activity of the company which generates the higher gross annual income. For that reason, the environmental authority that monitors our operations, considering that cement production represents the highest proportion of our gross profit, is the Ministry of Production.

The Environmental Regulations for Manufacturing Industries (Reglamento de Protección Ambiental para el Desarrollo de Actividades de la Industria Manufacturera—Supreme Decree No. 019-97-ITINCI, or the “Environmental Regulations”), set forth different environmental obligations depending on the date of commencement of the subject company’s industrial activities. Thus, companies with industrial cement activities operational at the time these regulations entered into force (September 1997) were obliged to submit an Environmental Adaptation Management Plan (Programa de Adecuación y Manejo Ambiental, or “PAMA”) to the Ministry of Production; while companies with industrial activities starting from that date onwards are obliged to submit either an environmental impact assessment or an environmental impact declaration depending on the level of risk and the impact of their activities on the environment. Furthermore, the Environmental Regulations establish that the Ministry of Production may require a mining closure plan (as an independent environmental assessment) with environmental measures that all companies must comply with before closing their operations to prevent any negative effects on the environment.

With regard to air emissions and wastewater discharges, the Ministry of Production has adopted legally binding environmental quality standards (Limites Máximos Permisibles, or “LMPs”) for cement industries (approved by Supreme Decree No. 003-2002-PRODUCE). These standards are legally enforceable and all cement industry operations are required to comply with them.

A violation of the Environmental Regulations is subject to different types of administrative sanctions, as determined in the Environmental Sanctions Regime of the Ministry of Production(Régimen de Sanciones e Incentivos del Reglamento de Protección Ambiental para el Desarrollo de Actividades de la Industria Manufacturera—Supreme Decree No. 025-2001-ITINCI),including warnings notice; fines of up to 600 UIT (US$677,400); restrictions, suspension or cancellation of the authorization or concession; and total or partial closing of the industrial facilities. The type of sanction imposed ultimately depends on the seriousness of the violation. Although the environmental competent authority for industrial activities is the Ministry of Production, other government agencies may impose fines in case of non-compliance with applicable permits.

By Directing Council Resolution No. 023-2013-OEFA/CD, of theOrganismo de Evaluación y Fiscalización Ambiental (the Envirnomental Monitoring and Enforecement Agency or “OEFA”), OEFA assumes the functions of monitoring, supervision, control and sanctioning of environmental matters in the Cement Sector of the Manufacturing Industry, of the Industrial Subsector of the Ministry of Production - PRODUCE.

In 2016, by Ministerial Resolution No. 201-2016-MINAM, the “National Protocol of Continuous Emission Monitoring Systems - CEMS” was approved. Its objective is to standardize the process of continuous monitoring of polluting gases and particles emitted into the atmosphere by manufacturing activities. This resolutionIt establishes the technical criteria for the selection of continuous monitoring methodologies, as well as the location of the monitoring points, the operation of the equipment and the calibration tests required for the assurance of the quality of the measurements.

By Ministerial Resolution No. 191-2016-MINAM, the “National Plan for the Integral Management of Solid Waste - PLANRES 2016-2024” was approved. This resolutionIt establishes among other things, obligations to managers regarding the management of non-municipal solid waste, as well as the modification of the environmental impact studies in case solid waste co-processingit is part of the operation.planned to carry out co-processing.

Prior Consultation with Local Indigenous Communities

On September 7, 2011, Peru enacted Law No. 29785, titled Prior Consultation Right of Local Indigenous Communities. The law was enacted in order to implement Convention No. 169 of the International Labor Organization on Local Indigenous Communities in Independent Countries, previously ratified by Peru through Legislative Decree No. 26253. This law, which became effective on December 6, 2011, establishes a prior consultation procedure to be undertaken by the Peruvian government for the benefitin favor of local indigenous communities, whose collective rights may be directly affected by new legislative or administrative measures, including the granting of new mining concessions. Regulation implementing this law was approved on April 3, 2012, by Supreme Decree No. 001-2012-MC, which defines the local indigenous communities that are entitled to the prior consultation rights and establishes the different stages that comprise the prior consultation procedure.

Consultation procedures for mining and processing concessions are carried out by the MEM prior to the granting of a new processing concession.


According to pronouncements fromthe recent practice of the Geologic Institute of Mining and Metallurgy (Instituto Geológico Minero Metalúrgico), the granting of mining concessions does not qualify as an “administrative measure” that potentially affects the rights of indigenous peoplespeople because it does not grantper se a right to explore and exploit mineral deposits. Accordingly, the granting of mining concessions has not been included among measures that require prior consultation procedures with indigenous peoples.people. According to Ministerial Resolution No. 003-2013-MEM-DM, the MEM has established that consultation procedures are applicable prior to the commencement of: (i) exploration activities (Autorización de inicio de actividades de exploración);(ii) exploitation activities (Autorización de inicio o reinicio de las actividades de desarrollo, preparación y explotación - incluye plan de minado y botaderos); and (iii) processing concessions (otorgamiento de concesión de beneficio).

Local indigenous communities do not have a veto right with respect to the grant of mining concessions. Uponright; upon completion of this prior consultation procedure, the Peruvian government has discretion tocan discretionarily approve or reject the applicable legislative or administrative measure. In addition, any sale, lease or other act of disposal of surface land owned by local indigenous communities is subject to the approval of an assembly composed of the members of such communities according to the following rules:

 

for local indigenous communities located on the coast, approval of not less than 50% of members attending the assembly is required; and

for local indigenous communities located in the highlands and the Amazon region, approval of at least 2/3 of all members attending the assembly is required.

Permits and Licenses

Mining Concessions

According to the General Mining Law, a mining concession is required in order to extract mineral resources needed to produce cement. The mining concession grants the right to explore and exploit the mineral resources located in a solid of indefinite depth, limited by the vertical plane corresponding to the sides of square, rectangle or polygon referred to by the Universal Transversal Mercator coordinates. The Geological Mining and Metallurgical Institute(Instituto Geológico Minero y Metalúrgico) is in charge of managing the procedure of granting mining concessions, which includes the receipt of the request, the granting and the termination of mining concessions.

Explosives.Mining concessionaires are required to obtain the following permits to operate and store explosives:

 

Certificate of Mining Operation (Certificado de Operación Minera), granted by the MEM;

 

Semiannual Authorization for Use of Explosives, granted by the General Bureau of Explosives of the Ministry of Interior (Superintendencia Nacional de Control de Servicios de Seguridad, Armas, Municiones y Explosivos de Uso Civil,, or “SUCAMEC”SUCAMEC”);

 

Manipulation of Explosives License for each individual that intends to handle explosives, granted by the SUCAMEC; and

 

Explosive’s Warehouse Operation License, granted by SUCAMEC.

Water and Wastewaters

To use water resources in cement industry activities, it is necessary to obtain a water right granted by the Water Management Authority (Autoridad Nacional del Agua, or “ANA”) prior to the use of underground or fresh water sources. If the proposed activities will generate domestic or industrial wastewaters, which will be discharged into natural water sources or soil, authorization from ANA is required, with a favorable opinion of the General Bureau of Environmental Health (Dirección General de Salud Ambiental, or “DIGESA”).

Hazardous Waste

Hazardous waste generated as a consequence of cement production activities must be disposed of in specialized landfills. The transportation of solid waste outside the limits of the industrial complex must be conducted exclusively through specialized companies registered with DIGESA. Industries are free to contract with an EPS-RS (a company that provides solid waste services such as transportation, treatment or disposal) or with an EC-RS (a company that carries out commercialization activities aiming at the reuse of solid waste). Yet in order to limit their liability in case of environmental harm, industries must make sure the EPS-RS and EC-RS they retain count with all necessary permits to collect, transport and dispose hazardous wastes.

Chemical Feedstock

The commercialization, transportation and use of controlled chemical feedstock (Insumos Químicos y Productos Fiscalizados,or “IQPF”) is restricted, because of their potential use in the production of illegal drugs or controlled substances. Companies that make use ofrequire an IQPF must obtain an IQPF User Certificate (Certificado de

Usuario de IQPF) from the General Bureau of Chemical Feedstock of the Ministry of Interior (Unidad Antidrogas de la Policía Nacional del Perú, or “DIRANDRO”). Companies such as ours are also required to register with the Ministry of Production any IQPF activities they plan to carry out (Registro Único para el Control de IQPF).


Fuel Storage

Any company that purchases fuels for its own activities and has facilities to receive and store fuel with a minimum capacity of one meter cubed (264,170 gallons) is required to (i) receive from the Mining and Energy Investment Supervision Body (Organismo Supervisor de la Inversión en Energía y Minería, or “OSINERGMIN”) prior permission to build and operate said installations, and (ii) be registered with the Registry of Direct Fuel Consumers, in order to obtain the SCOP Code (Código del Sistema de Control de Órdenes de Pedido) necessary to purchase fuel.

Cultural Heritage Protection

If the design and development of cement industry activities involves the removal of topsoil, a Certificate of Non-Existence of Archaeological Ruins (Certificado de Inexistencia de Restos Arqueológicos, or “CIRA”) from the Ministry of Culture (Ministerio de Cultura) with respect to the area under construction must be obtained. The CIRA will either certify that on the surface of the evaluated area no archaeological sites or features were discovered, or will identify their exact location and extent in order to implement precautionary measures to protect the archaeological artifact. The CIRA is valid for an unlimited period, but will become void should any archaeological artifacts be accidentally discovered during the construction works or due to any natural cause. In such an instance, the company must stop the construction work immediately and notify the Ministry of Culture. Failure to stop the construction work may generate civil and criminal liabilities. Under certain exceptional circumstances, Peruvian legislation allows the removal of archeological artifacts when the area is required for development of projects that are of national interest.

Labor Regulations

Peruvian legislation allows hiring employees through: (i) a fixed-term contract, (ii) a contract for an indefinite duration; or (iii) a contract for part-time employment.

The minimum wage established in Peru is S/850.00930.00 per month. Peruvian labor legislation establishes a maximum eight-hour8-hour work day or 48 hours per week for employees older than 18 years. For overtime, employers must pay at least an additional 25% and an additional 35% over the regular hourly wage for the first two hours and for any additional hours, respectively. Employees are entitled to a minimum rest of 24 consecutive hours per week.

Regardless of the type of employment contract, pursuant to Peruvian law full-time employees are entitled to receive:

(i) an additional 10% of the minimum wage, provided that they are responsible for (a) one or more children under the age of 18 or (b) persons who are up to 24 years of age if they are pursuing higher education,

(ii) two additional months’ salary per year, one in July and one in December (pursuant to Law No. 29351, Law 30334 and Legislative Decree 012-2016-TRuntil December 31, 2017, said payments arewere not subject to any social contribution, except for Income Tax; consequently, until December 2017, employers paypaid directly to their employees as an Extraordinary Bonus, the amount of the contribution to the Social Health Insurance (ESSALUD) for such payments, equivalent to 9% of the bonus paid),

(iii) thirty calendar days of annual paid vacation per year,

(iv) life insurance, provided they have been employed for at least four years,

(v) a compensation for years of service (CTS) equal to 1.16% of a monthly salary and is deposited each year in May and November, provided they work an average of at least four hours per day for the same employer,

(vi) benefits from the Peruvian Social Health Insurance (ESSALUD) to which employers must contribute a rate equivalent to 9% of their employees’ income, and

(vii) a percentage of the company’s annual income net of taxes (10% in the case of income derived from industrial cement operations, and 8% in the case of income derived from our mining or commercial activities), provided the company has twenty or more employees.

Free and Fair Competition Protection

In Peru, businesses are generally not required to receive the prior authorization for an acquisition fromof the antitrust authority, which in Peru is INDECOPI. However, in order to promote economic efficiency and protect consumers, anti-competitive behavior is subject to sanctions under applicable law. Behavior that is prohibited according to national law includes: (i) the abuse of a dominant market position, (ii) concerted horizontal practices and (iii) concerted vertical practices. Moreover, under the Unfair Competition Law it is illegal to act in a way that may hinder the competitive process. An unfair behavior is one that is objectively contrary to the entrepreneurial good faith, ethical behavior and efficiency in a market economy.

 


C.C.Organizational Structure

All of our operating subsidiaries are incorporated in Peru. The following chart sets forth our simplified corporate structure, operating subsidiaries only, as of the date of this annual report.

 

LOGO(FLOW CHART) 

 

(1)Quimpac owns the remaining 25.1%.

The following is a brief description of the principal activities of our consolidated subsidiaries:

 

Cementos Selva S.A. is engaged in the production and marketing of cement quicklime and other cement-related materials in the northern region of Peru, near the Peruvian jungle. It holds all of the outstanding shares of Dinoselva Iquitos S.A.C., our cement and construction materials distributor for products processed in our Rioja facility.

 

Distribuidora Norte Pacasmayo S.R.L. is primarily engaged in selling and distributing cement products produced at our Pacasmayo facility. It produces and sells cement-related materials, such as concrete blocks and ready mix concrete, and sells other construction materials manufactured by large manufacturers.

 

Calizas del Norte S.A.C., En Liquidación (in liquidation); is was engaged in the mining activities of prospecting, exploration marketing and transportationexploitation of other goods.Acumulación tembladera quarry. On May 31, 2016, we decided to dissolvedissolved this subsidiary and engagedbecause a third party was engaged to operateassume these activities on our behalf.activities.

Empresa de Transmisión Guadalupe S.A.C.’s sole operation is to provide electricity transmission services to the Pacasmayo facility.

 

Salmueras was created in 2011, with Quimpac as a minority equity holder, in order to develop our combined brine fields in the coastal region of Piura in the north of Peru. We own a 74.9% equity interest in Salmueras and Quimpac owns the remaining 25.1%. In the fourth quarter of 2017, we resolved to cease our participation in the brine project and discontinue this operation.

 

D.D.Property, Plant and Equipment

Properties

We own our headquarters office at our headquarters in Lima, Peru, at Calle La Colonia 150, Urbanización El Vivero, Surco. We also own our plants, warehouses, transportation facilities and the office space at our production facilities, including our workers’ facilities occupying approximately 50,000 square meters at our Pacasmayo facility and a warehouse occupying approximately 25,000 square meters at the Salaverry port facility.

Area of Operation

We own and operate three cement production facilities. Our largest plantfacility is located in the city of Pacasmayo, department of La Libertad, approximately 667 kilometers north of Lima. AThe second facility is located in the city of Piura, department of Piura, approximately 330 kilometers north of Pacasmayo. This facility started cement production in September 2015. We also own and operate a smaller cement facility, located in the city of Rioja, department of San Martín, approximately 468 kilometers east of the Panamericana Norte highway. From the Pacasmayo and Piura facilities we supply cement principally to the coastal and central regions of northern Peru, including the cities of Piura, Chiclayo, Cajamarca, Trujillo and Chimbote. From our Rioja facility, we supply cement to the northeastern region of Peru, including the cities of Moyobamba and Tarapoto, among others.

 


LOGO

 

Pacasmayo Facility

As of December 31, 2016,2017, our Pacasmayo facility had ten10 kilns, thatwhich produce clinker (one of which is also equipped to produce quicklime), and an additional Waelz rotary kiln that produces quicklime. Additionally, our facility has a primary and secondary cone crusher located near our Acumulación Tembladera limestone quarry. The main crusher has installed crushing capacity of 800 metric tons per hour and the secondary crusher has installed crushing capacity of 170 metric tons per hour. Our Pacasmayo facility operates with three horizontal rotary kilns with total installed annual clinker production capacity of 1,034,880 metric tons and six vertical shaft kilns with total installed annual clinker production capacity of 465,120 metric tons. The total installed annual clinker production capacity at our Pacasmayo facility is 1.5 million tons. Our Pacasmayo facility also features three cement finishing mills with installed annual cement production capacity of 2.9 million metric. Our Pacasmayo facility is also equipped with silos containing storage capacity for 25,00027,200 metric tons of cement.

As of December 31, 2016,2017, our Pacasmayo facility had total installed production capacity of approximately 240,000 metric tons of quicklime per year, including the annual installed capacity of one of our clinker kilns and our Waelz rotary kiln, which are also equipped to also produce quicklime.

Piura Facility

Our

Annual installed production capacity of our Piura facility hasis 1,600,000 metric tons of annual installed cement production capacity and 1,000,000 metric tons of clinker.

The Piura plant operates with a horizontal kiln with a total annual installed clinker production capacity of 1 million metric tons per year, as well as a cement mill with a total annual installed cement production capacity of 1.6 million metric tons per year. Moreover, itThe Piura facility also has 2two storage silos with astorage capacity of 24,000 metric tons of cement.

Rioja Facility

Our Rioja facility has annual

Annual installed cement production capacity of our Rioja facility is 440,000 metric tons of cement and 280,000 metric tons of clinker.

Our Rioja facility currently operates with a small cone crusher and four vertical shaft kilns with total annual installed clinker production capacity of 280,000 metric tons and three cement finishing mills with total annual installed cement production capacity of 440,000 metric tons. Our Rioja facility is also equipped with silos with storage capacity of 1,750 metric tons of cement.

Ready-Mix Concrete Facilities

We also have 19 fixed and mobile ready-mix concrete facilities located in the northern cities of Chimbote, Trujillo, Chiclayo, Piura, Cajamarca, Tarapoto, and Moyobamba, among others. These facilities allow us to supply ready-mix concrete to large construction projects throughout the entire northern region of Peru. As of December 31, 2016,2017, our ready-mix operations had 118109 mixer trucks and 2629 concrete pumps available to deliver ready-mix concrete.


Capacity and Volumes

The table below sets forth our clinker, cement and quicklime production capacity and volumes in our Pacasmayo Piura and Rioja facilities and respective utilization rates for the periods indicated.

                   

(in thousands of

metric tons,

except

percentages)

  As of and for the year ended December 31, 
2016 2015 2014 
Capacity   Production   Utilization
rate(1)
 Capacity   Production   Utilization
rate(1)
 Capacity   Production   Utilization
rate(1)
 
(in thousands of 

As of and for the year ended December 31,

 
metric tons, 

2017

 

2016

 

2015

 

except
percentages)

 

Capacity

 

Production

 

Utilization
rate(1)

 

Capacity

 

Production

 

Utilization
rate(1)

 

Capacity

 

Production

 

Utilization
rate(1)

 

Cement:

                                   

Pacasmayo facility

   2,900    1,177    40.6 2,900    1,884    65.0 2,900    2,054    70.8  2,900   1,141   39.4%  2,900   1,177   40.6%  2,900   1,884   65.0%

Piura facility(2)

   1,600    817    51.1 1,600    161    10.1  —      —      —     1,600   858   53.6%  1,600   817   51.1%  1,600   161   10.1%

Rioja facility

   440    281    64.0 440    288    65.5 440    296    67.3 440   287   65.2%  440   281   63.9%  440   288   65.5%
  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

 

Total

   4,940    2,276    46.1 4,940    2,333    47.2 3,340    2,350    70.4  4,940   2,286   46.3%  4,940   2,276   46.1%  4,940   2,333   47.2%

Clinker:

                                                    

Pacasmayo facility

   1,500    887    59.1 1,500    967    64.5 1,500    1,014    67.6  1,500   687   45.8%  1,500   887   59.1%  1,500   967   64.5%

Piura facility

   1,000    629    62.9  —      —      —     —      —      —     1,000   746   74.6%  1,000   629   62.9%         

Rioja facility

   280    215    76.7 280    235    83.9 280    228    81.4 280   209   74.6%  280   215   76.8%  280   235   83.9%
  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

 

Total

   2,780    1,731    62.3 1,780    1,202    67.5 1,780    1,242    69.8  2,780   1,642   59.1%  2,780   1,731   62.3%  1,780   1,202   67.5%

Quicklime(3):

                                                    

Pacasmayo facility

   240    156    65.2 240    98    40.8 240    101    42.1  240   168   70.0%  240   156   65.0%  240   98   40.8%

 

(1)Utilization rate is calculated by dividing production for the specified period by installed capacity.

(2)Our Piura facility started producing cement in September 2015 and clinker in February 2016.

(3)Our Rioja facility does not produce quicklime. In addition, one of our clinker kilns and our Waelz rotary kiln are equipped to produce quicklime.

Brine ProjectInsurance

Overview

We have brine concessions located in the coastal region in the north of Peru, consisting of approximately 136,245 hectares of land. Brine is a highly concentrated water solution of common salt, which can be processed to obtain chemical components. In July 2011, we created Salmueras with our minority partner Quimpac to develop our combined brine concessions consisting of Ñamuc, Cañacmac and El Tablazo. As of the date of this annual report, we hold a 74.9% equity ownership interest in Salmueras and Quimpac owns the remaining 25.1%. We have committed total capital investments of US$100 million to this project. There is no deadline for disbursement of this committed investment, and consequently the referred investment will only take place as long as we continue developing the project. The basic engineering study was conducted by the German company, K-Utec AG Salt Technologies and is currently being evaluated by both partners in order to determine how to move forwards according to their investment priorities. The environmental impact study for the Salmueras brine project was approved in December 2014.

Mining Concessions

The brine concessions held by Salmueras may be divided in the following three areas:

El Tablazo.El Tablazo comprises an aggregate of 70 concessions with a total area of 64,712 hectares, located in the district of Morrope, in the department of Lambayeque.

Ñamuc.Ñamuc comprises a group of 62 concessions with a total area of 50,074 hectares located in the district of Sechura, department of Piura.

Cañacmac.Cañacmac comprises an aggregate of eight concessions with a total area of 21,459 hectares, located between the departments of Piura and Lambayeque.

Each of these concessions gives us the right to explore and exploit minerals for an indefinite term, provided we pay the annual concession fee and meet minimum annual production requirements. Mining concession titles do not give us the right to use the surface land where the concessions are located, which belongs to the local communities. We have obtained permission to explore the fields from the respective local communities and will negotiate surface land rights with the local communities in due course. In December 2014, the Ministry of Production approved the Environmental Impact Study we submitted.

Insurance

We maintain a comprehensive insurance program that is designed to protectprotects us from certain types of property and casualty losses. Our plants and equipment are insured against losses. Additionally, our insurance policy provides coverage for business interruption in our cement manufacturing facilities. We also purchase commercial insurance to cover risks associated with workers’ compensation and other general liabilities. We believe our insurance programs and policy limits and deductibles are appropriate for the risks associated with our business and are in line with the insurance policies of similar cement manufactures that operate in Peru.

Environmental Compliance and Social Responsibility Projects

We are in accordancecompliance in all material respects with substantially all applicable environmental laws and regulations and have all the required environmental permits and licenses to conduct our business. We have Environmental, Health and Safety management systems in place to address the environmental, health and safety risks we face.

inherent to our business.

We are committed to the development and quality of life of communities that surround the area where we operate. We have developed a good relationship with the local communities surrounding our plant facilities since we started operations in Pacasmayo. We have a number of social responsibility programs aimed at improving health and education in the area. Below is a brief description of a few of our social initiatives.

Tecsup.Tecsup is a leading not-for-profit institute in Peru that provides technical education to high-school students. It was founded by the family of our controlling shareholder, and we support it by providing financial aid and scholarships to promising high school students living near our plants to study at the Trujillo campus of Tecsup. Through its three campuses in Peru, Tecsup has graduated over 9,2939,639 students in various technical fields, some of whom currently work for us and our affiliated companies.

Center for Technological Training. We have athree training centercenters at our facilityfacilities where we teach students and adults business and technical skills. Our center iscenters are staffed with instructors from Tecsup. The goal of the center is to help develop the professional skills of the local population, especially of students and teachers at the educational institutions in the towntowns of Tembladera.Tembladera, Pacasmayo and Piura. In 2016,2017, this program benefited over 550354 students and teachers.

Abilities Strengthening.This program seeks to provide training to local stakeholders such as grassroots organizations, local entrepreneurs, teachers, journalists, among others. The objective of the program is to strengthen their skills and knowledge by providing courses and seminars especially designed for that purpose. The program is funded by us, in coordination with local governments and social institutions, and in 20162017 benefited 116six stakeholders.

Mi Escuela, mi Comunidadcomunidad (My School, My Community.) We have developed this project for a second year in partnership with the Instituto Peruano de Acción Empresarial – IPAE (Peruvian Institute of Business Action). In 2016, 42 educational institutions from the area in and around Pacasmayo, Rioja and Tembladera communities participated in this project which is focused onwith the purpose of strengthening the management skillscapacities of school leaders in order to mobilize resources for the education of students. In 2016,2017, this program benefited over 6,24211,324 students and teachers.


Universidad de Ingeniería y Tecnología – UTEC (University of Engineering and Technology) is an educational nonprofit proposal that since 2012 is aimed at the development of people in the engineering field, looking to satisfy the need for these types of professionals in the labor market by implementing a curriculum in line with the trends and demands that globalization poses to modern engineering, with an integrated approach to innovative teaching models. We support it by providing financial aid for its operations. To enhance students’ knowledge, UTEC also has various national and international alliances with top organizations.

Acuícola Los Paiches. Through our social venture, AcuicolaAcuícola Los PachesPaiches S.A.C., we studied the reproductive forms of the “paiche” (arapaima giga)(arapaima giga), a native fish species that was on the edge of extinction. After years of studies and scientific testing, we have successfully bred this species in captivity, and we have obtained thousands of fingerlings. In 2014, Acuícola Los Paiches S.A.C. received the “Award for Innovative Exports” from the Peruvian Exporters Association – ADEX for its research and for developing “paiche” farming in the Yurimaguas rainforest.

 

ITEM 4A.UNRESOLVED STAFF COMMENTS

Not applicable.

 

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A.A.Operating Results

Overview

We are a leading Peruvian cement company, and the only cement manufacturer in the northern region of Peru. With more than 5960 years of operating history, we produce, distribute and sell cement and cement-related materials, such as concrete blocks and ready-mix concrete. Our products are primarily used in construction, which has been one of the fastest growing segments of the Peruvian economy in recent years.construction. We also produce and sell quicklime for use in mining operations.

In 2016,2017, our cement shipments were approximately 2.3 million metric tons, representing an estimated 21.0%21.3% share of Peru’s total cement shipments, and substantially all the cement consumed in the northern region of Peru. That same year, we also sold approximately 1.1 million163,000 metric tons of quicklime.

We own three cement production facilities, our Pacasmayo and Piura facilities located in the northwest region of, Peru, and our smaller Rioja facility located in the northeast. Our facilities have total installed annual cement production capacity of approximately 4.9 million metric tons. We also have installed annual production capacity of 240,000 metric tons of quicklime. We own concession rights to several quarries with reserves of limestonelimestone/seashells and other raw materials located near our facilities. We estimate that our existing quarries have sufficient reserves to supply our limestone and seashell needs for approximately 100105 years, based on our 2016 limestone2017 limestone/seashell consumption levels. We completed an expansion of our Rioja plant in April 2013.

We more than doubled the cement production capacity of our Rioja facility by installing a new production line that addsadded 240,000 metric tons of installed annual cement production capacity. In 2015, we finishedcompleted construction of our new cement plant in Piura, the third largest city in northern Peru, which has an annual production capacity of 1.6 million metric tons of cement. The first ton of cement from the Piura facility was produced and shipped on September 17, 2015.2015, and clinker production started in January 2016. The newPiura plant improvesimproved our competitive position in the northern region of Peru.

This state-of-the-art plant is the most modern in Latin America. With production from three plants, we are able to serve our market more efficiently. This state-of-the-art plant is one of the most modern in Latin America. It also reduces transportation costs by enabling the dispatching of cement from plants within closer proximity to the point of sale.

Clinker production started in January 2016, so we expect to be able to achieve significant efficiencies at the consolidated level due to the elimination of imported clinker.

We own concessions where we have discovered deposits of brine that have a variety of uses in the agricultural fertilizer, animal feed and construction industries, among others. We have developed the basic engineering and are continuing to evaluate the feasibility of this project, particularly in the context of market trends. See “Item 4. History and Development of the Company – B. Business Overview – Our Brine Project,” “D. Property, Plant and Equipment—Brine Project.”

Factors Affecting our Results of Operations

Revenue Drivers

In 2016,2017, approximately 91%92.3% of our total cement sales were in the form of bagged cement, substantially all of which was sold through retailers both within and outside of our distribution network. The remaining 9%7.7% of our cement was sold in bulk or in shipments of concrete blocks or ready-mix concrete directly to large construction companies. Our retail sales are directed to both theauto-construcciónsegment and construction companies that buy cement for a variety of small construction works, including minor residential, commercial and infrastructure projects. Cement destined for large private and public projects, such as housing complexes, highways, irrigation channels, hospitals, schools and mining and industrial facilities, is typically sold in bulk or in shipments of concrete blocks or ready-mix concrete.

According to our estimates, sales to theauto-construcciónsegment accounted for approximately 58%62.2% of our total cement sales in 2017, 58.0% in 2016 55%and 55.0% in 2015 and 55% in 2014;2015; private construction projects, both large and small, accounted for approximately 25%23.9% of our total cement sales in 2017, 25.0% in 2016 26%and 26.0% in 2015 and 22% in 2014;2015; and public construction projects accounted for the remaining 17%13.9% of our total cement sales in 2017, 17.0% in 2016 16%and 26.0% in 2015 and 23% in 2014.2015. Whileauto-construcción continues to represent the majority of our sales, it is expected that as the country continues to grow and formalize, private construction projects and infrastructure will become increasingly more important to our business.


Our cement sales are largely driven by residential construction (bothauto-construcción and small and large housing projects undertaken by construction companies), which is generally affected by economic conditions in the northern region of Peru.Auto-construcción is particularly affected by levels of disposable household income, as low-income families tend to invest most of their savings in developing their homes. Larger residential construction is more susceptible to the economic outlook, the availability of financing and prevailing investment levels in the region. During 2016, there was significant public investment during the first months of the year due to El Niño prevention investments, but this slowed down significantly afterwards for the rest of the year. GDP in the northern region of Peru is estimated to have contracted 1.0% in 2017, grown 0.6% in 2016, and grown 1.2% in 2015 and 2.4% in 2014.2015. Our cement volumes, which represented substantially all cement sales in the northern region of Peru, contracted by 0.8% in 2017, by 1.0% in 2016, contractedand by 1.6% in 2015 and contracted by 0.1% in 2014 in terms of metric tons of cement shipments.

Our cement sales are also driven, to a lesser extent, by commercial developments and infrastructure projects. Commercial and other private construction projects are also affected by investment levels in the region, while public infrastructure projects depend on the priorities and financial resources of the national, regional and local governments. During 2016,the first nine months of 2017, there was a decline in public spending increased during the first three months of the year due to significant spending in infrastructure in prevention of the El Niño phenomenon. After this, publicphenomenon and private investment slowed down due to changes in national authorities, and athe Odebrecht corruption scandal involving some Latin American construction companies that haswhich delayed the progressinvestments. However, we expect a significant pickup in infrastructure development. Despite these issues, the government’s plans to invest in Peru’s infrastructure remain in place. We expect public investment to pick up during the second half of 20172018-2021 due to reconstruction works in the north of PeruNorth as the infrastructure damaged or destroyed by the landslides, floods and the government’s investment plan.heavy rain resulting from El Niño is restored.

Cost Drivers

Coal is the main source of energy used in our production process, in particular to fuel our kilns. We purchase anthracite coal from nearby coal mines and import a small amount of bituminous coal primarily from Colombia and Venezuela. We do not have long-term coal supply agreements, and we do not engage in hedging transactions in connection with the price of coal. In the past, the price of bituminous coal has been related to the international price of oil, as it is used as a substitute for oil. Coal accounted for an estimated 13.1%14.7% of our costs of production in 2017, 13.1% in 2016 and 11.3% in 2015 and 15.0% in 2014. The slight increase in the proportion of coal as a percentage of our costs in 2016 is largely a result of the decrease in raw materials as a percentage of costs due to the stop in usage of imported clinker.2015. In 2011, we exercised certain of our options to purchase coal mining concessions, which we intend to use to continue to reduce our use of bituminous coal.

Electricity is used in our facilities mainly to power our cement mills. We power our Pacasmayo facility with electricity purchased from Electroperú, with which we have a long-term supply agreement expiring in 2025. Our Rioja facility is powered primarily with electricity from ELOR, with which we have a medium-term supply agreement expiring in 2022. Under these agreements, the price of electricity is based on a formula that takes into consideration our consumption of electricity and certain market variables, including the international price of oil. Electricity accounted for approximately 13.1%13.4% of our cost of production in 2017, 13.1% in 2016 and 11.3% in 2015 and 12.6% in 2014.2015. Electricity costs tend to be lower during the rainy season, from January to March of each year, as our region is served primarily by hydro-electric power plants.

Since 2012, because of stronger demand for cement and the corrective maintenance of our principal kiln, which reduced our ability to produce our own clinker, we started to import part of the clinker that we use. As a result, we had an increase in our operating costs in 2012, as the cost per metric ton of imported clinker is higher than clinker we produce. In 2016, we used approximately 96,518 metric tons of imported clinker, which represented approximately 6.0% of our cement production cost for 2016, compared to approximately 415,512 metric tons of imported clinker in 2015, which represented 17.9% of our cement production cost for 2015. Because the Piura plant started producing clinker during the first quarter of 2016, we have not used imported clinker since then and do not plan to do so in the near future. This factor reduces our operating costs.

In addition, we purchase from third parties admixtures and certain raw materials that we use in our production process, including gypsum, blast furnace slag, iron and other materials. Admixtures and raw materials used in our cement production process do not include construction supplies that we acquire from third-parties for resale through our distribution network along with our cement products. The cost of admixtures and raw materials purchased from third parties accounted for approximately 10.5%5.1% of our cost of production in 2017, 10.5% in 2016 and 9.7% in 2015 and 9.9%2015. The decrease in 2014.

the amount of third party admixtures was due to a more efficient dosage of these materials to achieve cost savings.

Our labor costs increaseddecreased slightly in 2016,2017, mainly as a result of one-off severance payments.payments incurred in 2016. Personnel expenses represented 21.4%18.4% of our total costs and expenses in 2017, 21.4% in 2016, and 19.8% in 2015 and 19.7% in 2014.2015.

Third-Party Construction Supplies

In addition to selling our own products, we also sell and distribute construction supplies manufactured by third parties, such as steel rebar, wires and pipes that are typically used in construction along with our cement. Our profit margins from the sale of third party construction supplies are significantly lower than the margins on our cement products and they are affected by fluctuations in product prices and the exchange rate between thesol and the U.S. dollar between the time we purchase these products and the time we resell them. We sell these products primarily as a service to retailers in our distribution network in an effort to support the sale of our cement products.

New Mining Royalty Tax

On September 29, 2011, the Peruvian government amended the Mining Royalty Law to increase taxation on metallic and non-metallic mining activities. For a description of the new tax, see “Item 4. Information on the Company—B. Business Overview—Regulatory Matters—Mining Regulations.”

The mining royalty tax for the exploitation of metallic and non-metallic minerals is payable on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with a statutory scale of tax rates based on a company’s operating profit margin that is applied to its operating profit, as adjusted by certain non-deductible expenses and (ii) 1% of the mining concessionaire’sa company’s net sales, in each case during the applicable quarter. These amounts are determined based on our unconsolidated financial statements and those of our subsidiaries with operations that are under the scope of the Mining Royalty Law. Mining royalty payments are deductible for income tax purposes in the fiscal year in which such payments are made. Future mining royalty tax payments would have been dependent on our operating profit, operating profit margin and net sales. In November 2013, the Peruvian Constitutional Court affirmed the constitutional challenge we filed against the new regulation of the Mining Royalty Law, in a final and unappealable ruling, on the grounds that the new regulation violates the constitutional right of property, as well as the principles of legal reserve and proportionality. Therefore, the new regulation is rendered inapplicable to us. As a result, we will continue to use as a basis for the calculation of the mining royalty the value of the concentrate or mining component, and not the value of the product obtained from the industrial or manufacturing process. For additional information, see note 27 to our annual audited consolidated financial statements included in this annual report.


Operating Segments

We have three operating segments: (i) cement, concrete and blocks, (ii) quicklime and (iii) sales of construction supplies. In the past, we also sold zinc calcine in smaller quantities recorded under the caption “Other.” For additional information on our operating segments, see note 31 to our annual audited consolidated financial statements included in this annual report.

New Accounting Pronouncements

For a description of new interpretations and improvements to IFRS in effect since 2016,2017, see note 2.3.20 and note 4 to our annual audited consolidated financial statements included in this annual report.

Critical Accounting Policies

The following is a discussion of our application of critical accounting policies that require our management to make certain assumptions about matters that are uncertain at the time the accounting estimate is made, where our management could reasonably use different estimates, or where accounting changes may reasonably occur from period to period, and in each case would have a material effect on our financial statements. For additional information, see note 2.3 to our annual audited consolidated financial statements included in this annual report.

Determination of Useful Live of Assets for Depreciation and Amortization Purposes

Depreciation of mining concessions and mine development costs are charged to cost of production on a units-of-production basis using proved reserves. Other assets are depreciated on a straight-line-basis over their estimated useful lives, as follows:

Property, Plant and Equipment

 

Estimated Years of Useful Life

Buildings and other construction: 

Buildings and other construction:

Administrative facilities

 Between 35 and 48

Main production structures

 Between 30 and 49

Minor production structures

 Between 20 and 35
Machinery and equipment: 

Machinery and equipment:

Mills and horizontal furnaces

 Between 42 and 49

Vertical furnaces, crushers and grinders

 Between 23 and 36

Electricity facilities and other minors

 Between 12 and 35

Furniture and fixtures

10
Transportation units:  10

Transportation units:

Heavy units

 Between 11 and 21

Light units

 Between 8 and 11

Computer equipment

 4

Tools

 Between 5 and 10

The assets’ residual value, useful lives and methods of depreciation/amortization are reviewed at each reporting period, and adjusted prospectively, if appropriate.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when recognition of the asset is derecognized.

Exploration, Evaluation and Mine Development Costs

Mining Concessions

Mining concessions correspond to the exploration rights in areas of interest acquired. Mining concessions are stated at cost, net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. Those mining concessions are amortized starting from the production phase following the units-of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mining concessions takes into account expenditures incurred to the date of the calculation. If we abandon the concession, the costs associated are written-off in the consolidated statement of profit or loss.

As of December 31, 20162017 and 2015,2016, no amortization under units-of-production method was determined since our mining concessions are not yet on production phase.

Mine Development Costs and Stripping Costs

Mine development costs and stripping costs

Mine development costs.Mine development costs incurred are stated at cost and are the next step in development of mining projects after the exploration and evaluation stage. Mine development costs are, upon commencement of the production phase, presented net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. The amortization is calculated using the unit of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mine development costs takes into account expenditures incurred to the date of the calculation. Expenditures that increase significantly the economic reserves in the mining unit under exploitation are capitalized.


As of December 31, 20162017 and 2015,2016, no amortization under the units-of-production method was determined since nonethe projects of the mining projects wereCompany are not yet in production phase.

Stripping Costscosts.

Stripping costs incurred in the development of a mine before production commences are capitalized as part of mine development costs and subsequently amortized over the life of the mine on a units-of-production basis, using the proved reserves. Stripping costs incurred subsequently during the production phase of its operation are recorded as part of cost of production.

Exploration and Evaluation Assets

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

 

Researching and analyzing historical exploration data;
Researching and analyzing historical exploration data.

 

Gathering exploration data through geophysical studies;
Gathering exploration data through geophysical studies.

 

Exploratory drilling and sampling;
Exploratory drilling and sampling.

 

Determining and examining the volume and grade of the resource;
Determining and examining the volume and grade of the resource.

 

Surveying transportation and infrastructure requirements; and
Surveying transportation and infrastructure requirements.

 

Conducting market and finance studies.
Conducting market and finance studies.

License costs paid in connection with a right to explore in an existing exploration area are capitalized and amortized over the term of the license. Once the legal right to explore has been acquired, exploration and evaluation costs are charged to the consolidated statement of profit or loss, unless management concludes that a future economic benefit is more likely than not to be realized, in which case such costs are capitalized. These costs include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments made to contractors.

In evaluating if costs meet the criteria required for such costs to be capitalized, several different sources of information are used, including the nature of the assets, extension of the explored area and results of sampling, among others. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed. Exploration and evaluation costs are capitalized when the exploration and evaluation activity is within an area of interest for which it is expected that the costs will be recouped by future exploitation and active and significant operations in relation to the area are continuing or planned for the future.

The main estimates and assumptions managementthe Company uses to determine whether it is likely that future exploitation will result in future economic benefits include: expected operational costs, committed capital expenditures, expected mineral prices and mineral resources found. For this purpose, the future economic benefit of the project can reasonably be regarded as assured when mine-site exploration is being conducted to confirm resources, mine-site exploration is being conducted to convert resources to reserves or when we arethe Group is conducting a feasibility study, based on supporting geological information.

As the capitalized exploration and evaluation costs areasset is not available for use, they areit is not amortized. These exploration costs are transferred to mine development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals. In this phase, the exploration costs are amortized in accordance with the estimated useful life of the mining property from the time the commercial exploitation of the reserves begins. All capitalized exploration and evaluation costs are monitored for indications of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed.

Exploration areas in which exploitable resources have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of resources exist or to ensure that additional exploration work is under way or planned. If capitalTo the extent that capitalized expenditure is no longer

expected to be recovered it is charged to the consolidated statement of profit or loss. ManagementThe Group assesses at each reporting date whether there is an indication that an exploration and evaluation assets may be impaired. The following facts and circumstances are considered in this assessment:

(i) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to renewed;

(i)the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(ii)substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and


(iii)exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

(iv) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets

(iv)sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If any indication exists, an impairment of the exploration and evaluation assets is recorded.

Revenue Recognition

Revenue is recognized to the extent it is probable that we will obtain the economic benefits and the revenue can be reliably measured, regardless of when the payment received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

We have concluded that we are acting as a principal in all of our revenue arrangements.

The following specific recognition criteria must be also met before revenue is recognized:

Sales of Goods

Revenue from sales of goods is recognized when the significant risks and rewards of ownership have passed to the buyer on delivery of the goods. Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and trade discounts.

Operating Lease Income

Income from operating lease of land and office was recognized on a monthly accrual basis during the term of the lease.

Interest Income

For all financial instruments measured at amortized cost and interest-bearing financial assets, interest income is recorded using the effective interest rate (“EIR”). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the consolidated statement of profit or loss.

Impairment of Non-Financial Assets

We assess at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, we estimate the asset’s recoverable amount. An asset’s recoverable value is the higher of an asset’s or cash-generating unit’s fair value less costs of

disposal and its value in use, and is determined for an individual asset, unless the asset does not generate net cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset’s cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

We base our impairment calculation on detailed budgets and forecast calculations, which are prepared separately from our cash generation units to which the individual assets are allocated. Impairment losses of continuing operations, including impairment on inventories, are recognized in the consolidated statement of profit or loss in expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or have decreased. If such indication exists, we estimate the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit or loss. Exploration and evaluation assets are tested for impairment annually as of December 31, either individually or at the cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.

Deferred Tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences.


Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except in respect of deductible temporary differences associated with investments in subsidiaries, where deferred assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax related to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to ourrelevant general borrowings of the Group during the period. All other borrowing costs are recognized in the consolidated statement of profit or loss in the period in which they are incurred.

Derivative Financial Instruments and Hedge Accounting

Initial Recognition and Subsequent Measurement:Measurement

We use derivative financial instruments, such as cross currency swaps, to hedge our foreign currency risk. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flows hedges, which is recognized in other comprehensive income (“OCI”) and later reclassified to profit or loss when the hedges item affects profit or loss.

For the purpose of hedge accounting, the cross currency swap instrument iswas classified as cash flow hedge.

At inception of the hedge relationship, we formally designate and document the hedge relationship to which we wish to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how our management will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Hedges that meet the strict criteria for hedge accounting and are between a range of 80 and 125 days of effectiveness, are accounted for as described below:

Cash Flow Hedges

The effective portion of the gain or loss on the hedging instrument is recognized directly in other comprehensive income in the caption “Unrealized gain on cash flow hedge,” while any ineffective portion is recognized immediately in the consolidated statements of profit or loss as finance costs.

Amounts recognized as other comprehensive income are transferred to the consolidated statements of profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognized in OCI hedge reserve remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.


Non-current assets held for distribution to equity holders of the parent and discontinued operations

We classify

The Group classifies non-current assets and disposal groups as held for distribution to equity holders of the parent if their carrying amounts will be recovered principally through a distribution rather than through continuing use. Such non-current assets and disposal groups classified as held for distribution are measured at the lower of their carrying amount and fair value less costs to distribute. Costs to distribute are the incremental costs directly attributable to the distribution, excluding finance costs and income tax expense.

The criteria for held for distribution classification is regarded as met only when the distribution is highly probable and the asset or disposal group is available for immediate distribution in its present condition. Actions required to complete the distribution should indicate that it is unlikely that significant changes to the distribution will be made or that the decision to distribute will be withdrawn. Management must be committed to the distribution expected within one year from the date of the classification.

Assets and liabilities classified as held for distribution are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss.

Additional disclosures are provided in Note 1 of the notes to our audited consolidated financial statements.statements filed as part of this annual report. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.

Results of Operations

Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016

          
  

Year ended December 31,

    

(amounts in millions of S/)

 

2017

  

2016

  

Variation %

 
Sales of goods  1,225.6   1,240.2   (1.2)
Cost of sales  (732.9)  (736.6)  (0.5)
Gross profit  492.7   503.6   (2.2)
Operating income (expense):            
Administrative expenses  (195.6)  (193.4)  1.1 
Selling and distribution expenses  (46.6)  (39.9)  16.8 
Impairment on brine project  (47.6)     100.0 

Other operating income (loss) or (expense), net 

  (4.3)  2.4   (279.2)
Total operating expense, net  (294.1)  (230.8)  27.4
Operating profit  198.6   272.8   (27.2)
Other income (expense):            
Finance income  5.8   3.2   79.0 
Finance costs  (73.8)  (75.4)  2.1 
Loss from exchange difference, net  (2.2)  (2.5)  12.0 
Total other expenses, net  (70.2)  (74.7)  (6.0) 
Profit before income tax  128.4   198.1   (35.2)
Income tax expense  (47.0)  (78.6)  (40.2) 
Profit for the year from continuing operations  81.4   119.5   (31.9)
Profit [loss] for the year from discontinued operations  (0.8)  (6.6)  87.9 
             
Profit for the year  80.6   112.9   (28.6)


Sales of Goods

The following table sets forth a breakdown of our sales of goods by segment for 2017 and 2016:

             
  

Year ended December 31,

 
  

2017

  

2016 

 
  

(in millions
of S/)

  

% 

  

(in millions
of S/)

  

%

 
Cement, concrete and blocks  1,076.7   87.9   1,103.4   88.9 
Quicklime  80.7   6.6   75.1   6.1 
Construction supplies  66.4   5.4   59.9   4.8 
Other  1.8   0.1   1.8   0.2 
Total sales of goods  1,225.6   100.0   1,240.2   100.0 

Our total sales of goods decreased by 1.2%, or S/14.6 million, to S/1,225.6 million in 2017 from S/1,240.2 million in 2016. This decrease was primarily due to the following factors:

a 2.4%, or S/26.8 million, decrease in 2017 in sales of cement, concrete and blocks mainly due to decreased sales of concrete and blocks, mainly due to delays in large infrastructure projects and private construction, partially offset by an increase in sales of cement.

offset in part by a 7.4%, or S/5.6 million, increase in 2017 in the sales of quicklime, mainly due to an increase in sales volume.

offset partially by a 10.9%, or S/6.5 million, increase in 2017 in the sale of construction supplies, mainly due to spending by the self-construction segment as families were rebuilding their homes after coastal El Niño.

The following table sets forth the composition of our sales of cement, concrete and blocks for 2017 and 2016:

           
   

Year ended December 31, 

    
   

2017

  

2016

  

Variation

 
   

(in millions
of S/) 

  

% 

 
Cement   949.0   924.4   2.7 
Concrete   110.2   152.6   (27.8)
Blocks   17.5   26.4   (33.7)
Total   1,076.7   1,103.4   (2.4)
               

Our total sales of cement, concrete and blocks decreased by 2.4%, or S/26.7 million, to S/1,076.7 million in 2017 from S/1,103.4 million in 2016. This decrease was primarily due to the following factors:

sales of cement increased by 2.7%, or S/24.6 million in 2017 due to an increase in the average price of cement (1.5%), and higher volume of cement sold (1.2%);

sales of concrete decreased by 27.8%, or S/42.4 million, in 2017, due to a decrease in volume (18.3%) and a decrease in the average price of concrete (9.5%); and

sales of blocks decreased by 33.7%, or S/8.9 million, in 2017. During 2016, we sold a new product called “piles” for the upgrade of the Talara refinery, which accounted for S/2.2 million in 2016, and none in 2017. Excluding this product, sales of blocks decreased by 27.8% or S/6.7 million, in 2017, due to a decrease in volume (26.2%) offset by an increase in the average price of blocks (2.0%).

Cost of Sales

The following table sets forth a breakdown of our cost of sales by segment for 2017 and 2016:

             
  

Year ended December 31,

 
  

2017

  

2016

 
  

(in millions
of S/)

  

% 

  

(in millions
of S/)

  

%

 
Cement, concrete and blocks  599.7   81.8   615.8   83.6 
Quicklime  67.0   9.2   60.9   8.3 
Construction supplies  64.6   8.8   58.7   8.0 
Other  1.6   0.2   1.2   0.2 
Total  732.9   100.0   736.6   100.0 


Our total cost of sales decreased by 0.5%, or S/3.7 million, to S/732.9 million for 2017, from S/736.6 million for 2016, primarily due to the following factors:

a 2.6%, or S/16.1 million, decrease in the cost of sales of cement, concrete and blocks in 2017, due primarily to a decreased in sales volume of concrete and blocks;

a 10%, or S/6.1 million, increase in 2017 in the cost of sales of quicklime, due primarily to higher sales volume, higher raw materials costs, higher transportation costs and a slight increase in the price of coal; and

a 10.1%, or S/5.9 million, increase in 2017 in the cost of sales of construction supplies, mainly due to an increase in sales and the international price of steel.

The following table sets forth the composition of our cost of sales of cement, concrete and blocks for 2017 and 2016:   

           
   

Year ended December 31,

    
   

2017

  

2016

  

Variation

 
   (in millions
of S/)
  

%

 
Cement   496.3   489.5   1.4 
Concrete   88.0   105.3   (16.4)
Blocks   15.4   21.0   (26.7)
Total   599.7   615.8   (2.6)
               

Our cost of sales represented 55.7% of our sales in 2017, compared to 55.8% in 2016. Our total cost of sales of cement, concrete and blocks decreased by 2.6%, or S/16.1 million, in 2017, primarily due to the following factors:

cost of sales of cement increased by 1.4%, or S/6.8 million, in 2017, mainly due to an increase in production cost (1.4)%, due to the El Niño related damages which affected our ability to ship cement and source raw materials;

a decrease in the cost of sales of concrete of 16.4%, or S/17.3 million, in 2017, due to a decrease in volume sold (18.3%) as well as an increase in production cost (1.8%); and

during 2016 we sold a new product called piles for the upgrade of the Talara refinery, which accounted for S/1.1 million and none in 2017. Excluding this product, cost of sales of blocks decreased by 22.6% or S/5.2 million in 2017 due to a decrease in volume.

Gross Profit

The following table sets forth a breakdown of our gross profit and gross profit margin by segment for 2017 and 2016:  

             
  Year ended December 31, 
  

2017

  

2016

 
  

Gross
profit

  

Gross
profit
margin

  

Gross
profit

  

Gross
profit
margin

 
  (in millions
of S/)
  

%

  

(in millions
of S/)

  

%

 
Cement, concrete and blocks  477.0   44.3   487.7   44.2 
Quicklime  13.7   17.0   14.2   18.9 
Construction supplies  1.8   2.7   1.2   2.0 
Other  0.2   11.1   0.5   27.8 
Total gross profit  492.7   40.2   503.6   40.6 

Total gross profit decreased by 2.2%, or S/10.9 million, to S/492.7 million in 2017, from S/503.6 million in 2016, mainly because of lower sales of cement, concrete and blocks, higher raw material costs of quicklime, which offset higher sales volumes. Our gross profit margin (i.e., gross profit as a percentage of net sales) for 2017 was 40.2% compared to 40.6% for 2016.


The following table sets forth a breakdown of our gross profit and gross profit margin for the cement, concrete and blocks segment for 2017 and 2016:  

                
  

Year ended December 31,

    
  

2017

  

2016

    
  

Gross
profit

  

Gross
profit
margin

  

Gross
profit

  

Gross
profit
margin

  

Variation

 
  

(in millions
of S/)

  

%

  

(in millions
of S/)

  

%

  

percentage
points 

 
Cement  452.7   47.7   434.9   47.0   0.7 
Concrete  22.2   20.1   47.3   31.0   (10.9)
Blocks  2.1   12.0   5.5   20.8   (8.8)
Total gross profit  477.0   44.3   487.7   44.2   (0.1)

Gross profit margin for cement, concrete and blocks increased by 0.1% percentage points in 2017 compared to 2016. This was due mainly to an increase in cement margin (0.7 percentage points) due to higher sales volume and price, a decrease in the concrete margin (10.9 percentage points) due to lower sales volume and average price because of delays in infrastructure projects, and a decrease in the block margin (8.8 percentage points) mainly due to sales of piles for the Talara refinery in 2016 that did not continue in 2017.

Operating Income (Expense)

Our operating expenses primarily reflect administrative and selling and distribution expenses. In 2017, our operating expenses increased by S/8.9 million to S/242.2 million from S/233.3 million in 2016.

Administrative Expenses

The following table sets forth the composition of our administrative expenses for 2017 and 2016:  

       
  

Year ended December 31,

 

(in millions of S/)

 

2017

  

2016

 
Personnel expenses  94.4   100.1 
Third-party services  65.4   63.0 
Board of directors compensation  6.6   6.1 
Depreciation and amortization  14.9   12.8 
Taxes  3.8   2.9 
Consumption of supplies  2.7   2.1 
Donations  7.3   5.8 
Others  0.5   0.6 
Total  195.6   193.4 

Our administrative expenses increased by 1.1%, or S/2.2 million, to S/195.6 million in 2017 from S/193.4 million in 2016. Personnel expenses decreased by S/5.7 million mainly due to lower severance payments. On the other hand third party services increased by S/2.4 million mainly due to an increase in legal advisory, labor consultancy and the implementation of the innovation model.

Administrative expenses related to the cement, concrete and blocks segment accounted for approximately 89% of total administrative expenses for 2017 compared to approximately 89.6% for 2016. Administrative expenses related to the quicklime, construction supplies and other segments accounted for approximately 8%, 0.8% and 2.3%, respectively, of total administrative expenses for 2017 compared to approximately 7.5%, 0.5% and 2.4% respectively, for 2016.

Selling and Distribution Expenses

The following table sets forth the components of our selling and distribution expenses for 2017 and 2016:  

       
  

Year ended December 31, 

 

(in millions of S/)

 

2017

  

2016

 
Personnel expenses  18.0   17.1 
Advertising and promotion expenses  19.0   15.6 
Other  9.6   7.2 
Total  46.6   39.9 


Our total selling and distribution expenses increased by 16.8%, or S/6.7 million, to S/46.6 million in 2017 from S/39.9 million in 2016, primarily related to an increase in the advertising and promotion expenses budget to successfully defend the Company’s market share.

Selling and distribution expenses related to the cement, concrete and blocks segment represented approximately 95% of total selling and distribution expenses for 2017, compared to 95.4% for 2016. Selling and distribution expenses related to quicklime, the construction supplies and other segments represented approximately 0%, 4.9% and 0.1% respectively, of total selling and distribution expenses for 2017, compared to 0%, 4.1% and 0.5%, respectively, for 2016.

Other Operating Income, Net

Our other operating income, net decreased S/6.7 million, to a loss of S/4.3 million in 2017 from income of S/2.4 million in 2016, mainly due to additional costs incurred resulting from roadway damage caused by the landslides, floods and heavy rains generated by the effects of El Niño.

Impairment on brine project

The Company had decided to prioritize its investments in the development of products related to the manufacture and sale of cement and construction solutions; therefore, the disposal of investments that are not in line with the strategic plan that has been approved. As a result of this decision, in the fourth quarter of 2017, the Company decided not to continue with the brine project and recorded and impairment in the project.

Other Expenses, Net

Our other expenses, net decreased by S/4.5 million, to S/70.2 million in 2017 from S/74.7 million in 2016, mainly due to a decrease in the counterparty risk for the cross-currency swap.

Income Tax Expense

Our income tax expense decreased by 40.2%, or S/31.6 million, to S/47.0 million for 2017 from S/78.6 million for 2016. In December 2016, the Peruvian government approved an increase of the income tax rate from 28% to 29.5% to be effective as of January 1, 2017. This increase resulted in an increase in our deferred income tax liability of S/22.3 million and increased the deferred income tax asset by S/8.5 million (S/14.6 million was recognized as a higher income tax expense in the consolidated statement of profit or loss and S/824,000 as an income in Other Comprehensive Income). Our effective tax rate for 2017 was 36.6%, 39.0% for 2016, and 28.9% for 2015. It was unusually high in 2017 mainly due to the non-deductible expenses related to the impairment on the brine project and in 2016 due to the increase in the future tax rate from 26% to 29.5%.

Profit from continuing operations

As a result of the foregoing, our profit from continuing operations for 2017 decreased by 31.9%, or S/38.1 million, from S/119.5 million for 2016 to S/81.4 million for 2017, mainly due to the impairment on the brine project. The Company decided to prioritize its investments in the development of products related to the production and sale of cement and constructive solutions, for which the disposal of investments that are not in line with the strategic plan has been approved. Because of this decision, in the last quarter of the year the Company decided not to continue with the Salmueras project and consequently wrote-off all of the investment related to this project as of December 2017. This write-off accounted for S/47.6 million, Profit from continuing operations without the impairment would have been S/118.8 million.

Results of Operations

Comparison of Year Ended December 31, 2016 to Year Ended December 31, 2015

          
  

Year ended December 31,

    

(amounts in millions of S/)

 

2016

  

2015

  

Variation %

 
Sales of goods  1,240.2   1,231.0   0.7 
Cost of sales  (736.5)  (695.8)  5.8 
Gross profit  503.6   535.3   (5.9)
Operating income (expense):            
Administrative expenses  (193.4)  (179.7)  7.6 
Selling and distribution expenses  (39.9)  (31.5)  26.7 
Net gain on sale of available-for-sale financial investment          
Other operating income, net  2.4   3.9   (38.5)
Total operating expense, net  (230.8)  (207.3)  11.3 
Operating profit  272.8   328.0   (16.8)
Other income (expense):            
Finance income  3.2   3.4   (5.9)
Finance costs  (75.4)  (36.8)  104.9 
Gain (loss) from exchange difference, net  (2.5)  12.2   N/M 
Total other expenses, net  (74.7)  (21.2)  252.5 
Profit before income tax ��198.1   306.8   (35.4)
Income tax expense  (78.6)  (89.4)  (12.1)
             
Profit for the year from continuing operations  119.5   217.4   (45)
Loss for the year from discontinued operations  (6.6)  (5.7)  15.8 
Profit for the year  112.9   211.7   (46.7)

N/M means not meaningful.

 

   Year ended December 31,     

(amounts in millions of S/)

  2016   2015   Variation % 

Sales of goods

   1,240.2    1,231.0    0.7

Cost of sales

   (736.5   (695.8   5.8
  

 

 

   

 

 

   

 

 

 

Gross profit

   503.6    535.3    (5.9%) 

Operating income (expenses):

      

Administrative expenses

   (193.4   (179.7   7.6

Selling and distribution expenses

   (39.9   (31.5   26.7

Net gain on sale of available-for-sale financial investment

   —      —      —   

Other operating income, net

   2.4    3.9    (38.5%) 
  

 

 

   

 

 

   

 

 

 

Total operating expense, net

   (230.8   (207.3   11.3
  

 

 

   

 

 

   

 

 

 

Operating profit

   272.8    328.0    (16.8%) 

Other income (expenses):

      

Finance income

   3.2    3.4    (5.9)% 

Finance costs

   (75.4   (36.8   104.9

Gain (loss) from exchange difference, net

   (2.5   12.2    (120.5%) 
  

 

 

   

 

 

   

 

 

 

Total other expenses, net

   (74.7   (21.2   252.4
  

 

 

   

 

 

   

 

 

 

Profit before income tax

   198.1    306.8    (35.4%) 

Income tax expense

   (78.6   (89.4   (12.1%) 
  

 

 

   

 

 

   

 

 

 

Profit for the year from continuing operations

   119.5    217.4    (45.0%) 

Loss for the year from discontinued operations

   (6.6   (5.7   15.8

Profit for the year

   112.9    211.7    (46.7%) 
  

 

 

   

 

 

   

 

 

 

Sales of Goods

The following table sets forth a breakdown of our sales of goods by segment for 2016 and 2015:

         
  Year ended December 31,  

Year ended December 31,

 
  2016   2015  

2016

 

2015

 
  (in millions
of S/)
   % of total   (in millions
of S/)
   % of total  

(in millions
of S/)

 

%

 

(in millions
of S/)

 

%

 

Cement, concrete and blocks

   1,103.4    88.9    1,089.2    88.5   1,103.4   88.9   1,089.2   88.5 

Quicklime

   75.1    6.1    64.1    5.2   75.1   6.1   64.1   5.2 

Construction supplies

   59.9    4.8    75.6    6.1   59.9   4.8   75.6   6.1 

Other

   1.8    0.2    2.1    0.2   1.8   0.2   2.1   0.2 
  

 

   

 

   

 

   

 

 

Total sales of goods

   1,240.2    100.0    1,231.0    100.0   1,240.2   100.0   1,231.0   100.0 
  

 

   

 

   

 

   

 

 

 

Our total sales of goods increased by 0.7%, or S/9.2 million, to S/1,240.2 million in 2016 from S/1,231.0 million in 2015. This increase was primarily due to the following factors:

 

a 1.3%, or S/14.2 million, increase in 2016 in sales of cement, concrete and blocks as a result of strong growth from sales to the public sector during the first months of the year, despite a slowdown after this period; and
a 1.3%, or S/14.2 million, increase in 2016 in sales of cement, concrete and blocks as a result of strong growth from sales to the public sector during the first months of the year, despite a slowdown after this period;

 

a 17.2%, or S/11.0 million, increase in 2016 in sales of quicklime, due to increased sales volume;
a 17.2%, or S/11.0 million, increase in 2016 in sales of quicklime, due to increased sales volume; and

 

offset in part by a 20.8%, or S/15.7 million, decrease in 2016 in the sale of construction supplies, due to increased competition in this segment and a general slowdown in the construction sector.
offset in part by a 20.8%, or S/15.7 million, decrease in 2016 in the sale of construction supplies, due to increased competition in this segment and a general slowdown in the construction sector.

The following table sets forth the composition of our sales of cement, concrete and blocks for 2016 and 2015:

       
  Year ended December 31,       

Year ended December 31,

   
  2016   2015   Variation   

2016

 

2015

 

Variation

 
  (in millions
of S/)
   %    (in millions
of S/)
 % 

Cement

   924.4    928.7    (0.5)% Cement   924.4   928.7   (0.5)

Concrete

   152.6    123.9    23.2Concrete   152.6   123.9   23.1 

Blocks

   26.4    36.5    (27.7)% Blocks   26.4   36.5   (27.7)
  

 

   

 

   

 

 

Total

   1,103.4    1,089.2    1.3Total   1,103.4   1,089.2   1.3 
  

 

   

 

   

 

               

Our total sales of cement, concrete and blocks increased by 1.3%, or S/14.2 million, to S/1,103.4 million in 2016 from S/1,089.2 million in 2015. This increase was primarily due to the following factors:

 

sales of cement decreased slightly by 0.5%, or S/4.3 million, in 2016 due to an increase in the average price of cement (1.5%), offset by lower sales volume of cement (2.0%); and
sales of cement decreased slightly by 0.5%, or S/4.3 million, in 2016 due to an increase in the average price of cement (1.5%), offset by lower sales volume of cement (2.0%);

sales of concrete increased by 23.2%, or S/28.7 million, in 2016 due to an increase in sales volume (11.7%) and an increase in the average price of concrete (11.5%); and

 

sales of concrete increased by 23.2%, or S/28.7 million, in 2016 due to an increase in sales volume (11.7%) and an increase in the average price of concrete (11.5%);
partially offset by a 27.7%, or S/10.1 million, decrease in sales of blocks, in 2016. During 2015, we introduced a new product called “piles” that was supplied to the developer for the upgrade of the Talara oil refinery project being developed on behalf of Petroperú, which accounted for S/11.6 million and S/2.2 million in 2016. Excluding this product, sales of blocks in 2016 decreased by 2.9%, or S/0.7 million, due to decreased volume (6.9%) offset by an increase in the average price of blocks (4.0%).

 

partially offset by a 27.7%, or S/10.1 million, decrease in sales of blocks, in 2016. During 2015, we introduced a new product called “piles” that was supplied to the developer for the upgrade of the Talara oil refinery project being developed on behalf of Petroperu, which accounted for S/11.6 million and S/2.2 million in 2016. Excluding this product, sales of blocks in 2016 decreased by 2.9%, or S/0.7 million, due to decreased volume (6.9%) offset by an increase in the average price of blocks (4.0%).

Cost of Sales

The following table sets forth a breakdown of our cost of sales by segment for 2016 and 2015:

         
  Year ended December 31,  

Year ended December 31,

 
  2016   2015  

2016

 

2015

 
  (in millions
of S/)
   % of total   (in millions
of S/)
   % of total  

(in millions
of S/)

 

%

 

(in millions
of S/)

 

%

 

Cement, concrete and blocks

   615.8    83.6    572.0    82.2   615.8   83.6   572.0   82.2 

Quicklime

   60.9    8.3    49.0    7.0   60.9   8.3   49.0   7.0 

Construction supplies

   58.7    8.0    73.1    10.5   58.7   8.0   73.1   10.5 

Other

   1.2    0.2    1.7    0.2   1.2   0.2   1.7   0.2 
  

 

   

 

   

 

   

 

 

Total

   736.6    100.0    695.8    100.0   736.5   100.0   695.8   100.0 
  

 

   

 

   

 

   

 

 

Our total cost of sales increased by 5.9%, or S/40.8 million, to S/736.6 million for 2016, from S/695.8 million for 2015, primarily due to the following factors:

 

a 7.7%, or S/43.8 million, increase in the cost of sales of cement, concrete and blocks in 2016, due primarily to higher depreciation expense of the Piura plant; and
a 7.7%, or S/43.8 million, increase in the cost of sales of cement, concrete and blocks in 2016, due primarily to increased depreciation from the Piura plant;

 

a 24.3%, or S/11.9 million, increase in 2016 in the cost of sales of quicklime, due primarily to higher sales volume;
a 24.3%, or S/11.9 million, increase in 2016 in the cost of sales of quicklime, due primarily to higher sales volume; and

 

offset in part by a 19.7%, or S/14.4 million, decrease in 2016 in the cost of sales of construction supplies, due to a decrease in sales volume and lower price paid for steel bars.
offset in part by a 19.7%, or S/14.4 million, decrease in 2016 in the cost of sales of construction supplies, due to a decrease in sales volume and lower price paid for steel bars.

The following table sets forth the composition of our cost of sales of cement, concrete and blocks for 2016 and 2015:

           
   Year ended December 31,    
   

2016

  

2015

  

Variation

 
   

(in millions
of S/)

  

%

 
Cement   489.5   460.2   6.4 
Concrete   105.3   87.9   19.8 
Blocks   21.0   23.9   (12.1)
Total   615.8   572.0   7.7 
               

Our cost of sales represented 55.8% of our sales in 2016, compared to 52.5% in 2015. Our total cost of sales of cement, concrete and blocks increased by 7.7%, or S/43.8 million, in 2016, primarily due to the following factors:

 

cost of sales of cement increased by 6.4%, or S/29.3 million, in 2016, mainly due to a 2.0% decrease in sales volume of cement offset by an 8.4% increase in production cost, due to higher depreciation expsense of the Piura plant; and
cost of sales of cement increased by 6.4%, or S/29.3 million, in 2016, mainly due to a 2.0% decrease in sales volume of cement offset by an 8.4% increase in production cost, due to the higher depreciation expense of the Piura plant;

an increase in the cost of sales of concrete of 19.8%, or S/17.4 million, in 2016, due to an 11.7% increase in sales volume as well as a 8.1% increase in production cost; and

offset by a 12.1%, or S/2.9 million, decrease in the cost of sales of blocks in 2016. Excluding the S/6.3 million increase in cost of sales of piles sold to the Talara refinery in 2015 and S/1.2 million in 2016, cost of sales of blocks increased by 11.9%, or S/2.1 million in 2016, due primarily to a 6.9% decrease in sales volume offset by a 18.8% increase in production cost.

 

an increase in the cost of sales of concrete of 19.8%, or S/17.4 million, in 2016, due to an 11.7% increase in sales volume as well as a 8.1% increase in production cost;

offset by a 12.1%, or S/2.9 million, decrease in the cost of sales of blocks in 2016. Excluding the S/6.3 million increase in cost of sales of piles sold to the Talara refinery in 2015 and S/1.2 million in 2016, cost of sales of blocks increased by 11.9%, or S/2.1 million in 2016, due primarily to a 6.9% decrease in sales volume offset by a 18.8% increase in production cost.

Gross Profit

The following table sets forth a breakdown of our gross profit and gross profit margin by segment for 2016 and 2015:

             
  Year ended December 31, 
  2016  

2015

 
  Gross
profit
  

Gross
profit
margin

  

Gross
profit

  

Gross
profit
margin

 
  

(in millions
of S/)

  

%

  (in millions
of S/)
  

%

 
Cement, concrete and blocks  487.7   44.2   517.3   47.5 
Quicklime  14.2   18.9   15.1   23.6 
Construction supplies  1.2   2.0   2.5   3.3 
Other  0.5   27.8   0.4   19.0 
Total gross profit  503.6   40.6   535.3   43.5 

 

   Year ended December 31, 
   2016   2015 
   Gross
profit
   Gross
profit
margin
   Gross
profit
   Gross
profit
margin
 
   (in millions
of S/)
   % of total   (in millions
of S/)
   % of total 

Cement, concrete and blocks

   487.7    44.2    517.3    47.5 

Quicklime

   14.2    18.9    15.1    23.6 

Construction supplies

   1.2    2.0    2.5    3.3 

Other

   0.5    27.8    0.4    19.0 
  

 

 

     

 

 

   

Total gross profit

   503.6    40.6    535.3    43.5 
  

 

 

     

 

 

   

Gross profit decreased by 5.9%, or S/31.7 million, to S/503.6 million in 2016 from S/535.3 million in 2015 mainly as a result of, increased depreciation expense related tofrom the Piura plant, and to a lesser extent due to a 6.0%, or S/0.9 million decrease in gross profit from the quicklime segment in 2016 that resulted from a decrease in sales of the higher priced product during the year, despite an overall increase in sales volume. Our gross profit margin (gross profit as a percentage of net sales) for 2016 was 40.6% compared to 43.5% for 2015.

The following table sets forth a breakdown of our gross profit and gross profit margin for the cement, concrete and blocks segmentssegment for 2016 and 2015:

 

           
  Year ended December 31,      

Year ended December 31, 

   
  2016   2015      

2016

 

2015

   
  Gross
profit
   Gross
profit
margin
   Gross
profit
   Gross
profit
margin
   Variation  

Gross
profit

  Gross
profit
margin
  

Gross
profit

 

Gross
profit
margin

  Variation 
  (in millions
of S/)
   %   (in millions
of S/)
   %   percentage
points
  (in millions
of S/)
  

%

 

(in millions
of S/)

  %  

percentage
points

 

Cement

   434.9    47.0    468.6    50.4    (3.4  434.9   47.0   468.6   50.4   (3.4)

Concrete

   47.3    31.0    36.0    29.1    1.9   47.3   31.0   36.0   29.1   1.9 

Blocks

   5.5    20.8    12.7    34.5    (13.7  5.5   20.8   12.7   34.5   (13.7)
  

 

     

 

     

Total gross profit

   487.7    44.2    517.3    47.5    (3.3  487.7   44.2   517.3   47.5   (3.3)
  

 

     

 

     

Gross profit margin for the cement, concrete and blocks segment decreased 3.3 percentage points in 2016 compared to 2015. This was due mainly to a decrease in cement margin (3.4 percentage points) that resulted from increased depreciation expense related tofrom the Piura plant, a 13.7 percentage point decrease in the margin of our blocks segment attributable to sales of piles for the Talara refinery in 2015, partially offset by a 1.9 percentage point increase in concrete margin that resulted primarily from higher prices and dilution of fixed costs that resulted from increased demand during the first nine months of the year.

Operating Income (Expense)

Our operating expenses primarily reflect administrative and selling and distribution expenses. In 2016, our operating expenses increased by S/23.6 million to S/230.9 million in 2016 from S/207.3 million in 2015.


Administrative Expenses

The following table sets forth the composition of our administrative expenses for 2016 and 2015:

       
  

Year ended December 31,

 

(in millions of S/)

 

2016

  

2015

 
Personnel expenses  100.1   94.1 
Third-party services  63.0   56.7 
Board of directors compensation  6.1   7.1 
Depreciation and amortization  12.8   10.7 
Taxes  2.9   2.2 
Consumption of supplies  2.1   2.4 
Donations  5.8   6.1 
Others  0.6   0.4 
Total  193.4   179.7 

 

   Year ended December 31, 

(in millions of S/)

  2016   2015 

Personnel expenses

   100.1    94.1 

Third-party services

   63.0    56.6 

Board of directors compensation

   6.1    7.1 

Depreciation and amortization

   12.8    10.7 

Taxes

   2.9    2.2 

Consumption of supplies

   2.1    2.4 

Donations

   5.8    6.1 

Others

   0.6    0.5 
  

 

 

   

 

 

 

Total

   193.4    179.7 
  

 

 

   

 

 

 

Our administrative expenses increased by 7.6%, or S/13.7 million, to S/193.4 million in 2016 from S/179.7 million in 2015. Personnel expenses increased by S/6.0 million, primarily as a result of higher severance payments and third-party services increased by S/6.4 million mainly due to an increase in consulting services in IT, environment and security, and logistics services for the Piura plant, among others.

Administrative expenses related to the cement, concrete and blocks segment accounted for approximately 89.6% of total administrative expenses for 2016 compared to approximately 90.1% for 2015. Administrative expenses related to the quicklime, construction supplies and other segments accounted for approximately 7.5%, 0.5% and 2.4% respectively, of total administrative expenses for 2016 compared to approximately 6.3%, 0.7% and 2.9% respectively, for 2015.

Selling and Distribution Expenses

The following table sets forth the components of our selling and distribution expenses for 2016 and 2015:

       
  Year ended December 31, 

(in millions of S/)

 

2016

  

2015

 
Personnel expenses  17.1   16.2 
Advertising and promotion expenses  15.6   8.5 
Other  7.2   6.8 
Total  39.9   31.5 

 

   Year ended December 31, 

(in millions of S/)

  2016   2015 

Personnel expenses

   17.1    16.2 

Advertising and promotion expenses

   15.6    8.5 

Other

   7.2    6.8 
  

 

 

   

 

 

 

Total

   39.9    31.5 
  

 

 

   

 

 

 

Our total selling and distribution expenses increased by 26.7%, or S/8.4 million, to S/39.9 million in 2016 from S/31.5 million in 2015, primarily related to an increase in advertising and promotion expenses invested to protect our market share in light of decreased sales volumes during the year.

Selling and distribution expenses related to the cement, concrete and blocks segment represented approximately 95.4% of total selling and distribution expenses for 2016, compared to 94.3% for 2015. Selling and distribution expenses related to quicklime, the construction supplies and other segments represented approximately 0%, 4.1% and 0.5% respectively, of total selling and distribution expenses for 2016, compared to 0%, 4.8% and 0.9%, respectively, for 2015.

Other Operating Income, Net

Our other operating income, net decreased S/1.5 million, to S/2.4 million in 2016 from S/3.9 million in 2015.

Other Expenses, Net

Our other expenses, net increased by S/53.5 million, to S/74.7 million in 2016 from S/21.2 million in 2015, mainly due to an increase in finance cost, due to the termination of borrowing cost capitalization following the conclusion of the Piura plant project, and to an adverse exchange rate effect since we held cash in dollars, which depreciated in relation to the sol, resulting in a loss of S/2.5 million, compared to a gain of S/12.2 million in 2015.


Income Tax Expense

Our income tax expense decreased by 12.0%, or S/10.8 million, to S/78.6 million for 2016 from S/89.4 million for 2015. In December 2016, the Peruvian government approved an increase of the income tax rate from 28% to 29.5% to be effective as of January 1, 2017. This increase resulted in an increase in our deferred income tax liability of S/22,344,00022.3 million and increased the deferred income tax asset by S/8,529,0008.5 million (S/14,639,00014.6 million was recognized as a higher income tax expense in the consolidated statement of profit or loss and S/824,000 as an income in Other Comprehensive Income). Our effective tax rate for 2016 was 39.0%, and 28.9% for 2015.

Profit from Continuing Operations

As a result of the foregoing, our profit from continuing operations for 2016 decreased by 45.0%, or S/97.9 million, from S/217.4 million for 2015 to S/119.5 million for 2016.

Results of Operations

Comparison of Year Ended December 31, 2015 to Year Ended December 31, 2014

   Year ended December 31,     

(amounts in millions of S/)

  2015   2014   Variation % 

Sales of goods

   1,231.0    1,242.6    (0.9

Cost of sales

   (695.8   (724.1   (3.9
  

 

 

   

 

 

   

Gross profit

   535.3    518.4    3.2 

Operating income (expense):

      

Administrative expenses

   (179.7   (185.5   3.1 

Selling and distribution expenses

   (31.5   (30.5   (3.2

Net gain on sale of available-for-sale financial investment

   —      10.5    N/M 

Other operating income, net

   3.9    (2.9   34.5 
  

 

 

   

 

 

   

Total operating expense, net

   (207.3   (208.4   (0.5

Operating profit

   328.0    310.0    6.1 

Other income (expense):

      

Finance income

   3.4    11.3    (69.9

Finance costs

   (36.8   (31.2   18.0 

Gain (loss) from exchange difference, net

   12.2    (14.7   (15.6
  

 

 

   

 

 

   

Total other expenses, net

   (21.2   (34.6   (38.7

Profit before income tax

   306.8    275.4    11.4 

Income tax expense

   (89.4   (78.8   13.5 
  

 

 

   

 

 

   

Profit for the year from continuing operations

   217.4    196.5    10.6 

Profit for the year from discontinued operations

   (5.7   (7.7   (26.0
  

 

 

   

 

 

   

Profit for the year

   211.7    188.8    12.1 
  

 

 

   

 

 

   

N/M means not meaningful.

Sales of Goods

The following table sets forth a breakdown of our sales of goods by segment for 2015 and 2014:

   Year ended December 31, 
   2015   2014 
   (in millions
of S/)
   % of
total
   (in millions
of S/)
   % of
total
 

Cement, concrete and blocks

   1,089.2    88.5    1,085.4    87.3 

Quicklime

   64.1    5.2    61.1    4.9 

Construction supplies

   75.6    6.1    95.4    7.7 

Other

   2.1    0.2    0.8    0.1 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total sales of goods

   1,231.0    100.0    1,242.6    100.0 
  

 

 

   

 

 

   

 

 

   

 

 

 

Our total sales of goods decreased by 0.9%, or S/11.6 million, to S/1,231.0 million in 2015 from S/1,242.6 million in 2014. This decrease was primarily due to the following factors:

a 0.3%, or S/3.8 million, increase in 2015 in sales of cement, concrete and blocks as a result of very strong growth from the public sector during the last months of the year, despite a slowdown during the first eight months of the year; and

a 4.9%, or S/3 million, increase in 2015 in the sales of quicklime, due to product sales mix and higher sales during the first half of the year;

partially offset by a 20.8%, or S/19.8 million, decrease in 2015 in the sale of construction supplies, due to increased competition in this segment and a general slowdown in the construction sector.

The following table sets forth the composition of our sales of cement, concrete and blocks for 2015 and 2014:

   Year ended December 31,     
   2015   2014   Variation 
   (in millions
of S/)
   % 

Cement

   928.7    929.5    (0.1

Concrete

   123.9    124.0    (0.1

Blocks

   36.5    31.9    14.4 
  

 

 

   

 

 

   

Total

   1,089.2    1,085.4    0.4 
  

 

 

   

 

 

   

Our total sales of cement, concrete and blocks increased by 0.4%, or S/3.8 million, to S/1,089.2 million in 2015 from S/1,085.4 million in 2014. This increase was primarily due to the following factors:

sales of cement in 2015 decreased slightly by 0.1%, or S/0.8 million, due to a 0.2% increase in the average price of cement, offset by a 0.3% decrease in volume of cement sold; and

sales of concrete decreased by 0.1%, or S/0.1 million, in 2015, due to an 8.2% decrease in volume offset by an 8.1% increase in the average price of concrete;

offset by a 14.4%, or S/4.6 million, increase in sales of blocks in 2015. During 2015, we sold a new product called “piles” that was supplied for the upgrade of the Talara refinery, which accounted for S/11.6 million of our total sales of blocks. Excluding this new product, sales of blocks decreased by 21.6%, or S/6.9 million, in 2015, due to a 16.7% decrease in sales volume and to a 4.9% decrease in the average price of blocks sold.

Cost of Sales

The following table sets forth a breakdown of our cost of sales by segment for 2015 and 2014:

   Year ended December 31, 
   2015   2014 
   (in millions
of S/)
   % of
total
   (in millions
of S/)
   % of
total
 

Cement, concrete and blocks

   572.0    82.2    578.9    79.9 

Quicklime

   49.0    7.0    51.9    7.2 

Construction supplies

   73.1    10.5    92.5    12.8 

Other

   1.7    0.2    0.8    0.1 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   695.8    100.0    724.1    100.0 
  

 

 

   

 

 

   

 

 

   

 

 

 

Our total cost of sales decreased by 3.9%, or S/28.3 million, to S/695.8 million for 2015 from S/724.1 million for 2014, primarily due to the following factors:

a 1.2%, or S/6.9 million, decrease in the cost of sales of cement, concrete and blocks in 2015, due primarily to cost savings that resulted in lower unit cost of production, and to a lesser extent due to lower volume of cement sold;

a 5.6%, or S/2.9 million, decrease in 2015 in the cost of sales of quicklime, due primarily to lower sales volume; and

a 21.0%, or S/19.4 million, decrease in 2015 in the cost of sales of construction supplies, due to a decrease in sales volume and price of steel bars.

The following table sets forth the composition of our cost of sales of cement, concrete and blocks for 2015 and 2014:

   Year ended December 31,     
   2015   2014   Variation 
   (in millions
of S/)
   % 

Cement

   460.2    471.4    (2.4

Concrete

   87.9    85.1    3.3 

Blocks

   23.9    22.4    6.9 

Total

   572.0    578.9    (1.2

Our cost of sales represented 52.5% of our sales in 2015, compared to 53.3% in 2014. Our total cost of sales of cement, concrete and blocks decreased by 1.2%, or S/6.9 million, in 2015, primarily due to the following factors:

cost of sales of cement decreased by 2.4%, or S/11.2 million, in 2015, mainly due to a 0.3% decrease in volume of cement sold and a 2.1% decrease in production cost;

a 3.3%, or S/2.8 million, increase in the cost of sales of concrete in 2015, due to an 8.2% decrease in volume sold offset by an 11.5% increase in production cost;

offset by a 6.9%, or S/1.5 million, increase in the cost of sales of blocks in 2015. Excluding the S/5.1 million cost of sales attributable to our production of piles for the Talara refinery, cost of sales of blocks decreased by 16.2%, or S/3.6 million in 2015, due primarily to a 16.7% decrease in volume sold offset in part by a 0.5% increase in production cost.

Gross Profit

The following table sets forth a breakdown of our gross profit and gross profit margin by segment for 2015 and 2014:

   Year ended December 31, 
   2015   2014 
   Gross
profit
   Gross
profit
margin
   Gross
profit
   Gross
profit
margin
 
   (in millions
of S/)
   %   (in millions
of S/)
   % 

Cement, concrete and blocks

   517.3    47.5    506.5    46.7 

Quicklime

   15.1    23.6    9.1    14.9 

Construction supplies

   2.5    3.3    2.9    3.0 

Other

   0.4    19.0    (0.1   (12.5
  

 

 

     

 

 

   

Total gross profit

   535.3    43.5    518.4    41.7 
  

 

 

     

 

 

   

Total gross profit increased by 3.3%, or S/16.9 million, to S/535.3 million in 2015, from S/518.4 million in 2014 mainly as a result of the operational efficiencies implemented in the production process during 2015, in spite of the decreased volume of cement sold, and to a lesser extent, due to an increase of 65.9% or S/6.0 million in gross profit in 2015 derived from the quicklime segment that was attributable to an increase in sales volume during the first six months of the year, as well as a sustained increase in sales of the higher priced product during the year. Our gross profit margin (gross profit as a percentage of net sales) for 2015 was 43.5% compared to 41.7% for 2014.

The following table sets forth a breakdown of our gross profit and gross profit margin for the cement, concrete and blocks segments for 2015 and 2014:

   Year ended December 31,     
   2015   2014     
   Gross
profit
   Gross
profit
margin
   Gross
profit
   Gross
profit
margin
   Variation 
   (in millions
of S/)
   %   (in millions
of S/)
   %   percentage
points
 

Cement

   468.6    50.4    458.1    49.3    1.1 

Concrete

   36.0    29.1    38.9    31.4    (2.3

Blocks

   12.7    34.5    9.5    29.8    4.7 
  

 

 

     

 

 

     

Total gross profit

   517.3    47.5    506.5    46.7    0.8 
  

 

 

     

 

 

     

Gross profit margin for the cement, concrete and blocks segment increased 0.8 percentage points in 2015 compared to 2014. This was due mainly to an increase of 1.1 percentage points in cement margin that resulted from operational efficiencies implemented in the production processes during 2015, an increase of 4.7 percentage points in the blocks margin due to sales of piles for the Talara refinery, partially offset by a decrease of 2.3 percentage points in concrete margin as a result of lower sales volume.

Operating Income (Expense)

Our operating expenses primarily reflect administrative and selling and distribution expenses. In 2015, our operating expenses decreased by S/1.1 million to S/207.3 million in 2015 from S/208.4 million in 2014.

Administrative Expenses

The following table sets forth the composition of our administrative expenses for 2015 and 2014:

   Year ended December 31, 

(in millions of S/)

  2015   2014 

Personnel expenses

   94.1    96.9 

Third-party services

   56.7    60.2 

Board of directors compensation

   7.1    4.9 

Depreciation and amortization

   10.7    11.5 

Taxes

   2.2    2.7 

Consumption of supplies

   2.4    2.9 

Donations

   6.1    5.9 

Others

   0.4    0.5 
  

 

 

   

 

 

 

Total

   179.7    185.5 
  

 

 

   

 

 

 

Our administrative expenses decreased by 3.1%, or S/5.8 million, to S/179.7 million in 2015 from S/185.5 million in 2014. Personnel expenses decreased by S/2.8 million and third-party services decreased by S/3.5 million mainly due to a decrease in headcount.

Administrative expenses related to the cement, concrete and blocks segment accounted for approximately 90.1% of total administrative expenses for 2015 compared to approximately 90.8% for 2014. Administrative expenses related to the quicklime, construction supplies and other segments accounted for approximately 6.3%, 0.7% and 2.9% respectively, of total administrative expenses for 2015 compared to approximately 6.0%, 0.8% and 2.4%, respectively, for 2014.

Selling and Distribution Expenses

The following table sets forth the components of our selling and distribution expenses for 2015 and 2014:

   Year ended December 31, 

(in millions of S/)

  2015   2014 

Personnel expenses

   16.2    15.4 

Advertising and promotion expenses

   8.5    9.7 

Other

   6.8    5.4 
  

 

 

   

 

 

 

Total

   31.5    30.5 
  

 

 

   

 

 

 

Our total selling and distribution expenses increased by 3.3%, or S/1.0 million, to S/31.5 million in 2015 from S/30.5 million in 2014.

Selling and distribution expenses related to the cement, concrete and blocks segment represented approximately 94.3% of total selling and distribution expenses for 2015, compared to 94.0% for 2014. Selling and distribution expenses related to quicklime, the construction supplies and other segments represented approximately 0%, 4.8% and 0.9%, respectively, of total selling and distribution expenses for 2015, compared to 0%, 5.8% and 0.3%, respectively, for 2014.

Other Operating Income, Net

Our other operating income, net increased S/6.9 million, to a gain of S/3.9 million in 2015 from a loss of S/3.0 million in 2014. This increase was due mainly to income from the sale of real estate assets during 2015.

Other Expenses, Net

Our other expenses, net decreased by S/13.4 million, to S/21.2 million in 2015 from S/34.6 million in 2014, mainly due to reduced exposure to exchange rate fluctuations which represented a loss of S/14.7 million in 2014, and a gain of S/12.2 million in 2015, and to a decrease in finance income which represented S/3.4 million in 2015, versus S/11.3 million in 2014. The decrease in exposure was mainly due to the fact that we entered into cross

currency swap agreements to hedge our entire foreign exchange exposure related to the US$300 million of Senior Notes we issued in 2013. The decrease in finance income was mainly due to lower cash levels because of the increase in expenditures related to completion of construction of the Piura plant.

Income Tax Expense

Our income tax expense increased by 13.5%, or S/10.6 million, to S/89.4 million for 2015 from S/78.8 million for 2014. In December 2014, the Peruvian government approved the progressive reduction of the income tax rate from 30% to 28% to be effective in 2015 and 2016, to 27% during 2017 and 2018 and 26% from 2019 onwards. This reduction in future tax rates had a net impact of S/2,646,000 during 2015 as a reduction of our deferred income tax liability and such amount was recognized as a reduction of income tax expense in our consolidated statement of profit or loss in 2015. Our effective tax rate for 2015 was 28.9% and 29.1% for 2014.

Profit

As a result of the foregoing, our profit for 2015 increased by 12.1%, or S/22.9 million, from S/188.8 million for 2014 to S/211.7 million for 2015.

 

B.B.Liquidity and Capital Resources

Our main cash requirements are our operating expenses, capital expenditures relating to the maintenance and expansion of our facilities, the servicing of our debt, the payment of dividends and payment of taxes. Our primary sources of cash have been cash flow from operating activities, and our issuance of US$300 million of Senior Notes and, to a lesser extent, loans and other financings. We believe that these sources of cash will be sufficient to cover our working capital needs in the ordinary course of our business.

Cash Flows

The table below sets forth certain components of our cash flows for the years ended December 31, 2017, 2016 2015 and 2014.2015.  

          
  Year ended December 31, 

(in millions of S/)

 

2017

  

2016

  

2015

 
Net cash flows from operating activities (1)  250.4   241.7   275.6 
Net cash flows from (used in) investing activities (1)  (70.6)  (135.6)  (475.9)
Net cash flows from (used in) financing activities (1)  (185.4)  (177.5)  (257.8)
Increase (decrease) in cash  5.6   (71.4)  (458.1)

 

   Year ended December 31, 

(in millions of S/)

  2016   2015   2014 

Net cash flows from operating activities(1)

   241.7    275.6    240.4 

Net cash flows used in investing activities(1)

   (135.6   (475.9   (553.5

Net cash flows used in financing activities(1)

   (177.5   (257.8   (114.8
  

 

 

   

 

 

   

 

 

 

Decrease (increase) in cash

   (71.4   (458.1   (427.9
  

 

 

   

 

 

   

 

 

 

(1)Includes continuing and discontinued operations. For detail on cash flow from discontinued operations please see Item 18. Financial Statements – Consolidated Statements of Cash Flow.

Cash Flows from Operating Activities

Net cash flow from operating activities increased by 3.6% or S/8.7 million, to S/250.4 million in 2017 from S/241.7 million in 2016, mainly due to a decrease in income tax payments.

Net cash flow from operating activities decreased by 12.3% or S/33.9 million, to S/241.7 million in 2016 from S/275.6 million in 2015, due primarily to a decrease in our operating profit.income.

Net cash flow from operating activities increased by 14.6% or S/35.2 million, to S/275.6 million in 2015 from S/240.4 million in 2014, due primarily to an increase in operating income.

Net cash flows from operating activities was S/240.4 million in 2014, due primarily to lower inventory purchases, mainly imported clinker and an increase in profit in 2014, as well as a decrease in trade and other payables, net of an increase in trade and other receivables.

Cash Flows used in Investing Activities

Net cash flowsflow used in investing activities were S/70.6 million for 2017, and were primarily related to maintenance capex for our cement plants and purchase of equipment for concrete and aggregates equipment.

Net cash flow used in investing activities were S/135.6 million for 2016, and were primarily related to complimentary investments for the operation ofrelated to the new cement plant in Piura.

Net cash flows used in investing activities were S/475.9 million for 2015, and were primarily related to the purchase of property, plant and equipment for the Piura plant net of the income derived from the sale of real estate assets.

Net cash flows used in investing activities were S/553.5 million for 2014, and were primarily related to the purchase of property, plant and equipment for the Piura plant, net of the disposition of an available-for-sale investment.

Cash Flows used in Financing Activities

Net cash flows used in financing activities were S/185.4 million for 2017, and were primarily due to dividends paid to our shareholders.

Net cash flows used in financing activities were S/177.5 million for 2016, and were primarily due to dividends paid to our shareholders.


Net cash flows used in financing activities were S/257.8 million for 2015, and were primarily due to dividends paid to our shareholders and the buyback of our investment shares from our shareholders.shares.

Net cash flows used in financing activities were S/114.8 million for 2014, and were primarily due to dividends paid to our shareholders.

Indebtedness

As of December 31, 2016,2017, we had total outstanding indebtedness of S/1,006.8972.3 million (US$300 million). As of December 31, 2016,2017, we have entered intomaintain cross currency swap hedging agreements for a notional amount of US$300 million to manage our foreign exchange risks related to thisour U.S. dollar-denominated debt. The adjusted debt on which we will payby hedge is S/913.3 million and receive US$300 million in 2023.(US$281.8 million). 

 

     

(amounts in millions of S/)

  As of
December 31,
2016
   Interest
rate
 Maturity
date
  

As of
December 31,
2017

 

Interest
rate

 

Maturity
date

4.50% Senior Notes due 2023

   1,006.8    4.5 February 8, 2023   972.3   4.5% February 8, 2023

International Bonds.In February 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023 in our inaugural international bond offering. A portion of the proceeds from this offering waswere used to prepay amounts outstanding on our secured loan agreement with BBVA Banco Continental, and the remaining proceeds to coverwas used in capital expenditures incurred in connection with the construction and operation of the new Piura plant and our cement business. The notes were issued pursuant to Rule 144A under the Securities Act and in compliance with Regulation S under the Securities Act, and listed on the Irish Stock Exchange.

The indenture pursuant to which the notes were issued contains certain covenants, including restrictions on our and our restricted subsidiaries’ ability to incur further indebtedness or issue disqualified stock and preferred stock, unless the following conditions are met:

 

the fixed charge coverage ratio for our most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional indebtedness is incurred or such disqualified stock or such preferred stock is issued, as the case may be, would have been at least 2.5 to 1.0; and

 

the consolidated debt to adjusted EBITDA ratio for our most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional indebtedness is incurred or such disqualified stock or such preferred stock is issued, as the case may be, would have been no greater than 3.5 to 1.0,

in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional indebtedness had been incurred or the disqualified stock or the preferred stock had been issued, as the case may be, at the beginning of such four fiscal quarters. The indenture also contains restrictions on our ability and that of our restricted subsidiaries to incur liens and to merge, consolidate or transfer all or substantially all of our assets.

In management’s opinion, we were in compliance with all of applicable covenants as of the date of this annual report.

The subsidiaries that guarantee the notes are those related to our cement business namely, Cementos Selva S.A., Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmisión Guadalupe S.A.C., Dinoselva Iquitos S.A.C. and Calizas del Norte S.A.C. (in liquidation)., in liquidation.

Derivative Financial Instruments

As of December 31, 2016,2017, we had entered into amaintain cross currency swap hedging agreement in aggregate principal amount of US$300 million to hedge against the foreign exchange risks associated with our U.S. dollar-denominated debt.

Capital Expenditures

See “Item 4—Information on the Company—A. History and Development of the Company—Capital Expenditures.”

 

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

As of December 31, 2016,2017, our research and development group consisted of 14 geologists and one scientist.10 geologists. Our research and development team is mainly focused on developing (i) an ideal mix of additives for our cement products in an effort to reduce the amount of clinker material in our cement; (ii) other concrete products with various practical applications; and (iii) products with specific characteristics that meet market demands. We believe our research and development department is an integral part of our strategy to develop innovative cement products by continuously studying the chemical composition of cement and making it adaptable to the requirements and specific needs of our end consumer.

 


D.D.Trend Information

Cement Market

The Peruvian Cement Market

Peru’s cement production is segmented into three principal geographic regions: the northern region, the central region, including Lima’s metropolitan area, and the southern region. The table below sets forth selected data with respect to each region in Peru and the corresponding cement manufacturers. Market share data is based on metric tons of cement delivered during 2016.

2017.

Geographic Breakdown

 

Northern Region (thousands of metric tons)  LOGO

Plant

 2012  2013  2014  2015  2016  % share  

C. Pacasmayo

  2,045   2,110   2,051   2,022   2,004   18.4 

C. Selva

  200   240   296   288   281   2.6 

Imports

  29   34   40   12   —     —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Total

  2,274   2,384   2,387   2,322   2.285   21.0 

 

Central Region (thousands of metric tons)

  

Plant

 2012  2013  2014  2015  2016  % share  

UNACEM

  5,315   5,612   5,701   5,546   5,110   47.0 

Caliza Inca

  157   288   383   357   347   3.2 

Imports

  409   465   461   507   490   4.5 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Total

  5,881   6,365   6,545   6,410   5,947   54.7 

 

Southern Region (thousands of metric tons)

  

Plant

 2012  2013  2014  2015  2016  % share  

Grupo Yura

  2,203   2,515   2,600   2,480   2,645   24.3 

Total

  2,203   2,515   2,600   2,480   2,645   24.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Total Regions

  10,358   11,264   11,532   11,212   10,877   100.0 
       Sources: ASOCEM, INEI, ADUANET (SUNAT).

Northern Region (thousands of metric tons)     
Plant 2013  2014  2015  2016  2017  % share 
C. Pacasmayo  2,110   2,051   2,022   2,004   1,981   18.6%
C. Selva  240   296   288   281   286   2.7%
Imports  34   40   12       38   0.4%
Total  2,384   2,387   2,322   2.285   2,305   21.7%
                         
Central Region (thousands of metric tons)         
Plant 2013  2014  2015  2016  2017  % share 
UNACEM  5,612   5,701   5,546   5,110   4,993   46.8%
Caliza Inca  288   383   357   347   387   3.6%
Imports  465   461   507   490   313   2.9%
Total  6,365   6,545   6,410   5,947   5,693   53.3%
                         
Southern Region (thousands of metric tons)         
Plant 2013  2014  2015  2016  2017  % share 
Grupo Yura  2,515   2,600   2,480   2,645   2,618   24.6%
Total  2,515   2,600   2,480   2,645   2,618   24.6%
Total Regions  11,264   11,532   11,212   10,877   10,616   100.0%

 



Sources: ASOCEM, INEI, ADUANET (SUNAT).

The table below sets forth production by type of cement produced by each manufacturer in Peru:

  

  

Portland Cement

 

Other Portland Cements

Business

 

I

 

II

 

V

 

IP

 

I(PM)

 

MS

 

I Co

UNACEM ✓(1) ✓(1) ✓(1)    
Cementos Pacasmayo plant  ✓(2)    ✓(2) 
Rioja plantCementos Selva ✓(1) ✓(1),(3) ✓(1),(3)    
Cementos Sur  ✓(2) ✓(2)    
Yura  ✓(2) ✓(2)    

 

Source: ASOCEM

 

(1)Low alkaline content.

(2)Our Portland cement II is the same as our type MS/MH/R cement.

(3)Manufactured upon request.

Although a large part of housing construction in Peru is mainly concentrated in the Lima metropolitan area, located in the central region of Peru, the housing market in the provinces of Peru, including the northern region, has expandedgrown significantly in recent years. Despite this trend, Peru continues to have significant shortages in housing, shortages, estimated by the INEI at 1.9 million homes nationwide. Economic growth, particularly in the mining and agribusiness sectors, rising employment levels and the developmentimplementation of residential real estate projects, have resulted in the creation of higher paying jobs, which have ultimately resulted in the expansion of the housing market.

Although Peru has improved by 4338 places on the Global Competitiveness Index publishedprepared by the World Economic Forum which measures the quality of infrastructure, among other things, from 110th place in 2008 to 67th72nd in 2016,2017, it continues to have a significant deficit in infrastructure. In recent years, significant efforts have been made to channel investments into the infrastructure sector through a series of initiatives that range from the creation of financial instruments (such as the infrastructure investment and trust funds), to regulatory changes. During 2016, the Peruvian government presentedchanges, to Congress a seriespromotion of Legislative Decrees elaborated under the delegationmore public private partnerships (for example “taxes for infrastructure” which allows private companies to use part of powers during the fourth quarter of 2016, aimed at promoting and tryingtheir tax payments to facilitate investment in largedirectly finance infrastructure projects. We expect to see results from these measures during 2017-18, in addition to required new development to counteract the effects of recent natural disasters.works).


Distribution and Logistics

Peru’s cement market is divided into three regions circumscribed primarily by the location of established production facilities. Our facilities are located in the northern region of Peru, UNACEM controls the central region, and Yura the southern region. Cement is mainly sold in bags of 42.5 kilograms (approximately 94 pounds). However, cement can also be sold in bulk according to customer specifications and requirements.

The transportation and storage of cement requires specialized equipment. A favorable location of the production facilities not only reduces the time required to transport cement products to distributors and third-party merchants but also diminishes the costs of necessary equipment and resources. The location of a cement plant relative to its distribution network provides operational efficiencies and advantages that translate into stronger market share.

Cement can be stored in silos for up to 12 months if the silo is completely humidity proof. The typical vehicles used for the transport of cement are adapted to maintain the necessary environment during shipment. The proximity of production plants and storage centers to distribution centers, third-party vendors and retail outlets, creates a more efficient supply chain and minimizes the time and resources required to transport products from the production line to the construction site. The streamlined nature of this process ensures that cement products in the northern region of Peru, for example, reach customers within approximately one week of production. A cement company’s success is inherently linked to the sophistication of its distribution network and its emphasis on quality assurance throughout the supply chain.

Competitive Dynamics

The Peruvian cement market is comprised basically of three groups and one small plant, which own six cement producing companies:

 

Cementos Pacasmayo and Cementos Selva, which principally serve the northern region.region;

 

UNACEM, which principally serves the central region.region;

 

Cementos Yura and Cementos Sur, which primarily serve the southern region.region; and

Caliza Cemento Inca, located in Cajamarquilla, Lima which principally serves the central region.

The level of competitiveness of cement companies generally depends on their cost structure, which is a function of the cost of energy, fuel, costs of raw materials and transportation. Cement companies in Peru generally compete within the limits of their distribution market, which is determined principally by their geographic locations.

The following are the main characteristics of the cement sector in Peru:

 

highly fragmented consumer base;

 

relatively low cost of energy and raw materials;

 

operations and distribution primarily determined by geographic location; and

 

high correlation toauto-construcción and public and private investments.

 

E.E.Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our results of operations, financial condition or liquidity.

 

F.F.Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations with definitive payment terms as of December 31, 2016.2017.

                
  Payments due by period    

(in millions of S/)

 

Less than
1 Year

  

1-3 Years

  

3-5 Years

  

More than
5 Years

  

Total

 
Debt adjusted by hedge (principal portion)(1)           913.3   913.3 
Interest payments  43.8   87.6   87.6   21.9   240.9 
Hedge commission  26.1   52.2   52.2   13.0   143.5 
Energy Supply (2)  6.0            6.0 
Total  75.9   139.8   139.8   948.2   1,303.7 

 

   Payments due by period     

(in millions of S/)

  Less than
1 Year
   1-3 Years   3-5 Years   More than
5 Years
   Total 

Long-term debt(1)

   —      —      —      913.3    913.3 

Interest payments

   45.4    90.7    90.7    68.0    294.8 

Brine project(2)

   2.0    2.0    18.0    254.9    276.9 

Hedge finance cost payable

   27.0    54.0    54.0    40.5    175.5 

Energy Supply (3)

   8.9    1.0    —      —      9.9 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   83.3    147.7    162.7    1,276.7    1,670.4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Does not include issuance costs.


(2)Relates to our contractual commitment for the establishment of Salmueras jointly with Quimpac and investment of US$100.0 million if we develop our brine project. The exact timing of our investment requirement is undetermined and will depend on pending pre-feasibility studies and other conditions. As of December 31, 2016, we and Quimpac have collectively made contributions of US$30.7 million to Salmueras for the development of our brine project.
(3)Relates to take or paytake-or-pay contracts for the supply of gas to Fosfatos and Cementos Pacasmayo.

In addition, we have various mining fees and royalties payable to the government and third parties in connection with our concessions and surface land use.

 

G.G.Safe Harbor

See “Part I—Introduction—Forward-Looking Statements.”

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.A.Directors and Senior Management

General

Our business and affairs are managed by the board of directors in accordance with our by-laws and Peruvian Corporate Law No. 26887 (“Peruvian Corporate Law”). Our by-laws provide for a board of directors of between seven and 11eleven members. Between three and five alternate directors may be elected by the shareholders to act on behalf of any director who is absent from meetings or who is unable to exercise his or her duties, when and for whatever period fixed by the chairman of the board. Alternate directors have the same responsibilities, duties and powers of directors to the extent they are called to replace them.

Directors are elected at our annuala shareholders’ meeting and hold office for terms of three years. Directors may be re-electedelected to multiple terms. Our current board of directors is composed of nine directors and threetwo alternates. If a director resigns or otherwise becomes unable to continue with the duties, a majority of our directors may appoint one of the alternate directors to serve as director for the remaining term of the board. In the first board meeting held after the annual shareholders’ meeting where members of the board are elected, the board of directors must elect among its members a chairman and a vice chairman.

The board of directors typically meets in regularly scheduled bi-monthly meetings and when called by the chairman of the board or a person representing the chairman. Resolutions must be adopted by a majority of the directors present at the meeting and the chairman is entitled to cast the deciding vote in the event of a tie.

Duties and Liabilities of Directors

Pursuant to Article 177 of Peruvian Corporate Law, directors are jointly and severally liable to a corporation, shareholders and third parties for any damages caused by abuse of power, fraud, willful misconduct or gross negligence. In addition, pursuant to Article 3 of Law No. 29720, as of June 26, 2011, directors of companies listed on the Lima Stock Exchange are also strictly liable for any damages caused as a result of any transactions in which they were involved and which resulted in damages or other losses to the corporation. A director cannot be found liable if the director expressed disagreement at the time the vote was cast or upon learning of such transaction and if there is a record expressing such opposition.

Our by-laws prohibit a director from voting on matters in which such director has an interest. In addition, Article 180 of the Peruvian Corporate Law requires a director with a conflicting interest on a specific matter to disclose such interest and abstain from the deliberation and decision-making process with respect to such matter. A director who violates this requirement is liable for any damages caused to us and may be removed by a majority of the board of directors upon request of any member of the board or by a majority vote of the shareholders.

Our by-laws stipulate that Directors’ compensation is determined by the Mandatory Annual General Shareholders’ Meeting at the time it reviews our annual audited financial statements. The fixed portion of the Chairman’s compensation shall be twice the amount allocated to any other director. If directors are part of one or more Committees, their compensation may include an additional amount for the work performed as members of such Committees. The additional compensation of the directors may not exceed the aggregate fixed portion of the compensation that the directors are entitled to receive. Our by-laws do not restrict Directors from voting upon matters relating to their own compensation.

Our by-laws do not prohibit our directors from borrowing from us. However, Article 179 of the Peruvian Corporate Law provides that directors of a company may enter into an agreement with such company only if the related loan agreement relates to operations the company performs in the regular course of business and in an arms’-length transaction. Further, a company may provide a loan to a director or grant securities in such director’s favor only in connection with operations that the company usually performs with third parties. Agreements, credits, loans or guarantees that do not meet the requirements set forth above require prior approval from at least two thirds of the members of the company’sCompany’s Board of Directors. Directors are jointly liable to the company and the company’sCompany’s creditors for contracts, credit, loans or securities executed or granted without complying with Article 179 of the Peruvian Corporate Law.

Neither our by-laws nor Peruvian Corporate Law contain age limit requirements for the retirement or non-retirement of directors.


Board of Directors

The following sets forth our directors and alternate directors and their respective positions as of the date of this annual report. On March 24, 2017, our annual shareholders’the Annual Shareholder’s meeting was held and new directors were elected for the period 2017-2020.

On December 19, 2017, Mr. Dionisio Romero Paoletti, Director, submitted his resignation to the Board of Directors. On February 12, 2018, Mr. Juan Francisco Correa Sabogal was appointed as his replacement.  

Name

 

Position

 

Year of
Birth

Eduardo Hochschild Beeck

 Chairman of the Board 1963

José Raimundo Morales Dasso

 Vice Chairman of the Board 1946

Juan Francisco Correa Sabogal

Director1974
Roberto Dañino Zapata

 Director 1951

Carlos Miguel Heeren Ramos

 Director 1968

Humberto Reynaldo Nadal Del Carpio

 Director, Chief Executive Officer 1964

Hilda Ochoa-Brillembourg

 Director 1945

Felipe OrtizOrtíz de Zevallos Madueño

 Director 1947

Dionisio Romero Paoletti

Director1965

Marco Antonio ZaldivarZaldívar Garcia

 Director 1960

Robert Patrick Bredthauer

 Alternate director 1947

Manuel Bartolomé Ferreyros Peña

 Alternate director, Chief Financial Officer 1966

The following sets forth selected biographical information for each of the members of our board of directors. The business address of each of our current directors is Calle La Colonia 150, Urb. El Vivero, Surco, Lima, Peru.

Eduardo Hochschild Beeck. Mr. Hochschild serves as Director since April 1991 and is currently Chairman of the Board. He holds a Mechanical Engineering degree from Tufts University, Boston, United States. Mr. Hochschild is also the President of Hochschild Mining plc, Inversiones ASPI S.A. and the Board of Trustees of UTEC and TECSUP. He is also a member of the boards of directorsDirector of Banco de Crédito del Perú, El Pacífico Peruano-Suiza Compañía de Seguros y Reaseguros, Fosfatos del Pacífico, Salmueras Sudamericanas, Sociedad de Comercio Exterior del Perú (COMEX Perú), and of the National Society of Mining, Petroleum and Energy (Sociedad Nacional de Minería, PetroléoPetroleo y Energía). In addition, Mr. Hochschildhe is Vice-Chairman of the Silver Trust of Peru, and an expert consultant of the Economic Counsel of the Episcopal Conference.

José Raimundo Morales Dasso. Mr. Morales serves as Director since March 2008, and as Vice Chairman since April 2017.2008. He holds a bachelorBachelor degree in Economics and Business Administration from Universidad del Pacífico and a masterMaster in Business Administration from Wharton Business School, University of Pennsylvania, United States. Between 1970 and 1980 he worked in different positions aton the Bank of America and Wells Fargo Bank. In 1980, he started to work at Banco de Crédito del Perú and served in various senior management positions and waspositions. Mr. Morales worked as the Chief Executive Officer of Banco de Crédito del Perú from October 1990 to April 2008. Currently, he is Chairman of the Board of Atlantic Security Bank, Vice Chairman of the Board of Credicorp Ltd., Banco de Crédito del PeruPerú and El Pacífico Peruano-Suiza Compañía de Seguros y Reaseguros. In addition, he is a member of the boardsBoard of directors of Pacífico Vida,Directors Salmueras Sudamericanas, Fosfatos del Pacífico, Alicorp S.A.A., Pesquera Centinela S.A., Grupo Romero, JJC Contratistas Generales, Cerámica Lima S.A., Corporación Cerámica S.A., and Inversiones y Propiedades S.A. He is also a board member of the board of directors of Peruvian Institute of Economics.

Juan Francisco Correa Sabogal. Mr. Correa serves as Director since February 2018. He completed Business Administration studies at Universidad de Lima and has an MBA from Wharton Business School, University of Pennsylvania. He was Managing Director with Lazard Freres LLC at its Midwest Advisory practice until July 2017, following a career of more than 11 years with that firm. Mr. Correa was one of the founding members of the practice and responsible for establishing the business and developing its client base in the U.S. Midwest across a variety of industries. Prior to that, Mr. Correa was a Director in Lazard’s Power, Energy & Infrastructure group out of New York, covering a variety of sub-sectors. Mr. Correa also held a number or responsibilities in connection to Lazard’s efforts in Latin America and was a member of the Board of Directors of MBA Lazard (Lazard’s former joint venture for Spanish speaking Latin America). Prior to joining Lazard, Mr. Correa held positions with RWE/Thames Water, Merrill Lynch and Banco de Crédito del Peru. In addition, Mr. Correa has advised a broad number of U.S. and international corporations in matters that are not in the public domain related to strategic and M&A activity, and corporate finance topics.

Roberto Dañino Zapata. Mr. Dañino serves as Director since 1995, and served as Vice-Chairman of the Board until December 2016.1995. In July 2001, he resigned from the Board of Directors to take office as Prime Minister of the Peruvian Government, before rejoining the Board in June 2008. He is an attorney-at-law graduated from the schools of Law of Harvard University and Pontificia Universidad Católica del Perú. HeMr. Dañino was the Ambassador of Peru

to the United States and Senior Vice-President and General Counsel of the World Bank. He has also been Partner and Chairman of the Latin American Practice at Wilmer, Cutler & Pickering, Washington D.C. (now Wilmer Hale). He is currently Vice-Chairman of the Board of Directors of Hochschild Mining plc, and Chairman of the Board of Fosfatos del Pacífico. In addition, he is anEveris (Peru) and Independent Director of Inversiones Centenario, Results for Development LUMNI and ACCIÓN International,LUMNI, as well as member of the Advisory Board of UBER Technologies, Open Society Foundation, and Goldman Sachs.

Carlos Miguel Heeren RamosRamos.. Mr. Heeren has servedserves as a Director since March 2017. He is Executive Director of the University of Engineering and Technology (UTEC) and TECSUP.TECSUP, as well as Director in different nonprofit companies and organizations. He holds a bachelorbachelor’s degree in economics from Universidad del Pacifico,Pacífico, with a master degree in economics from the University of Texas at Austin. He previously served as partner in APOYO Consultoría. He is also a member of the boards of directorsDirector of San Fernando, Interbank, Talma, Montana and other non-profit companies and institutions. Independent Director.


Humberto Reynaldo Nadal Del Carpio.Mr. Nadal joined our company as Corporate Development Manager in June 2007 and has served as our Director since March 2008 and as Chief Executive Officer since April 2011. He has a bachelorBachelor degree in Economics from Universidad del Pacífico and a masterMaster degree in Business Administration from Georgetown University. He is the representative of Cementos Pacasmayo in the General Management of ASPI, Fosfatos del Pacífico S.A. and Salmueras. In addition,Moreover, he is Chairman of the Board of Trustees of Universidad del Pacífico.fico, Director of Ferreycorp and has been Chairman of the Board of Directors of Fondo Mivivienda. In April 2006, he joined Compañía Minera Ares S.A.C. (a subsidiary of Hochschild Mining plc) as Corporate Development Manager. Mr. Nadal has also served as Business, Administration and Finance Manager of the Instituto Libertad y Democracia and Chief Executive Officer at Socosani S.A and Chairman of Fondo Mi Vivienda.S.A. He has beenwas recognized by the Institutional Investor magazine as one of the three best CEO’s in the construction industry inof Latin America for 2014, 2015, 2016 and 2016.2017.

Hilda Ochoa-Brillembourg. Mrs. Ochoa-Brillembourg was appointed as a Director of Cementos Pacasmayo S.A.A. in October 2011. She holds a bachelorBachelor of scienceScience degree in Economics fromUniversidad Católica Andres Bello of Venezuela, a masterMaster’s degree in Public Administration and is a Business Administration PhD candidate from Harvard Business School. She is the founder, and since 1987, President and Executive Director, of Strategic Investment Group and a group of affiliated investment management firms. In 2014 she was appointed Chairperson of the Board of Directors. From 1976 to 1987, she was Chief Investment Officer of the Pension Investment Division at the World Bank. Mrs. Ochoa-BrillembourgOchoa- Brillembourg is a memberon the Board of the board of directorsDirectors of S&P Global, where she is also a member of its audit and financial policy committees.Independent Director.

Felipe OrtizOrtíz de Zevallos Madueño.Zevallos. Mr. Ortiz de Zevallos has been a Director since March 2014. He studied at the Universidad Nacional de Ingeniería in Lima, at the University of Rochester in New York and at Harvard Business School. He is the founder and chairperson of the Grupo Apoyo since 1977. HeMr. Ortiz de Zevallos served as Ambassador of Peru to the United States from 2006 to 2009 where he was responsible for negotiating the US Congress’ approval of the Free Trade Agreement between both countries. He has been professor at Universidad del Pacífico and served as said university’s President from 2004 a 2006. He is currently an independent board member of various companies and non-profit organizations. In addition, he is currently President of theAsociación Civil Transparencia (Transparency Civil Association). He has received numerous awards, such as the IPAE Award in 1990, the Journalism Jerusalem Prize in 1998 and the Manuel J. Bustamante de la Fuente Award in 2008. In 2009, the Lima Chamber of Commerce paid tribute to Mr. Ortiz de Zevallos for histhese contributions to the social and economic development of Peru, and in 2011 the Ministry of Economy and Finance awarded him with the “Hipólito Unanue” award for his contributions to the country’s economic and financial development. He has been recently appointed as Ad-Honorem Presidential Adviser by Supreme Resolution 182-2016 published onwas “ad honorem” advisor to the President Kuczynski between August 3, 2016.2016 and December 2017.Independent Director.

Dionisio Romero Paoletti.Marco Antonio Zaldívar.Mr. Romero has served as a Director since March 2005. He holds a degree in Economics from Brown University and a master degree in Business Administration from Stanford University. HeZaldívar is the Chairman of the Board of Credicorp and Banco de Crédito del Perú-BCP, and the Executive Chairman of Credicorp since 2009, and a member of the board of directors of Banco de Crédito del Peru since 2003, and was appointed Vice Chairman in 2008 and Chairman in 2009. He is also the chairman of the boards of directors of Banco de Crédito de Bolivia, Pacífico Peruano Suiza Cía. de Seguros y Reaseguros S.A., El Pacífico Vida Cía. de Seguros y Reaseguros S.A., Alicorp S.A.A., Palmas del Espino S.A., Agrícola del Chira S.A., Agrícola del Chira S.A., among others. Furthermore, he is Vice-Chairman of the Board of Ransa Comercial S.A., Inversiones Centenario S.A. and a member of the board of directors of Banco de Crédito e Inversiones - BCI, and Sierra Metals Inc.Independent Director.

Marco Antonio Zaldivar Garcia.Mr. Zaldivar has been a Director since March 2017. He is President of the Lima Stock Exchange. He is a Certified Public Accountant, graduated from the University of Lima and the General Management Program at PAD, Universidad de Piura. He holds a master in Business Administrationan MBA from the Adolfo Ibañez School of Management (USA). Previously, he worked at Ernst & Young, ashe was a Partner in charge of Risk Management and Regulatory Matters, Senior Partner of the Firm’s Audit and Business Advisory Division. He has also been Vice Dean of the Lima Public Accountants’ Association, chairmanPresident of the boardBoard of directorsDirectors and Chairman of the corporate governance committee of Procapitales.Procapitales Corporate Governance Committee. He is currently an independent directorIndependent Director of Banco Santander del Perú, Edpyme Santander Consumo and Unión de Cervecerías Peruanas Backus y Johnston, among other positions, highlighting his extensive experience in corporate governance issues.Independent Director.

Robert Patrick Bredthauer Garcia.Bredthauer. Mr. Bredthauer has been an alternate director since March 2003. He has a degree in Business Administration from Hochschule St. Gallen and a commerce degree from the École Supérieure de Commerce, La Neuveville, and the École Supérieure de Commerce, Lausanne, both in Switzerland. Since 1976, he acted as Vice-President of Finance and Executive Vice-President of Cemento Nacional C.A. (Guayaquil, Ecuador) and prior to that was the regional Controller for Holderbank Management and Consulting in Nyon, Switzerland. Independent Alternate Director.

Manuel Bartolomé Ferreyros Peña.Mr. Ferreyros has been an alternate director since March 2008 and our Chief Financial Officer since January 2008. He is also an alternate member of the Board of Directors of Fosfatos del Pacífico. Mr. Ferreyros has a bachelorBachelor degree in Business Administration from Universidad de Lima, a Multinational MBA fromat the Adolfo Ibañez School of Management, Miami and a master degreeMaster’s in Business Administration from The College of Insurance in New York. Mr. Ferreyros has pursued the Advanced Management Program at Instituto Centroamericano de Administración de Empresas - INCAE and the CEO Management Program at Kellogg University, among others. Prior to joining Cementos Pacasmayo, Mr. Ferreyros was Chief Executive Officer of La Positiva Seguros y Reaseguros. He has beenwas recognized by Institutional InverstorInvestor magazine as one of the three best CFO’s in the construction industry of Latin America for 2014, 2015, 2016 and 2016.2017.Alternate Director.


Executive Officers

Our executive officers oversee our business and are responsible for the execution of the decisions of the board of directors. The following table presents information concerning the current executive officers of ourthe company and their respective positions:

      

Name

 

Position

 Year of
Birth
 Year of
Appointment
  

Position 

 

Year of
Birth 

 

Year of
Appointment 

Humberto Reynaldo Nadal Del Carpio

 Chief Executive Officer 1964  2011 
Humberto Nadal Del Carpio Chief Executive Officer 1964 2011
Jorge Javier Durand Planas General Counsel 1966 2008
Manuel Bartolomé Ferreyros Peña Chief Financial Officer 1966 2008

Carlos Julio Pomarino Pezzia

 Vice President, Cement Business 1962  2009  Vice President, Cement and Building Solutions Business 1962 2009

Manuel Bartolomé Ferreyros Peña

 Chief Financial Officer 1966  2008 

Jorge Javier Durand Planas

 General Counsel 1966  2008 
Aldo Bertoli Estrella Commercial Director 1969 2016
Carlos Paul Cateriano Alzamora Corporate Social Responsibility Director 1957 2006

Martin Ferraro Murdock

 Innovation Director 1982  2016  Innovation Director 1982 2016

Rodolfo Ricardo Jordan Musso

 Infrastructure and Engineering Director, Cement Business 1952  2009  Infrastructure and Engineering Director, Cement Business 1952 2009
Tito Alberto Inope Mantero Building Solutions Director 1972 2015

Joaquin Larrea Gubbins

 Special Projects Director 1974  2011  Special Projects Director 1974 2011

Carlos Paul Cateriano Alzamora

 Corporate Social Responsibility Director 1957  2006 

Hugo Pedro Villanueva Castillo

 Operations Director, Pacasmayo and Rioja Cement Plant 1962  2012 

Diego Reyes Pazos

 Supply Chain Director 1977  2013  Supply Chain Director 1977 2013

Tito Alberto Inope Mantero

 Industrial Planning Director 1972  2015 

Rosaura Vasquez Arrieta

 Quality, Research and Development Director 1963  2015 
Hugo Villanueva Castillo Operations Director, Pacasmayo and Rioja Cement Plant 1962 2012

The following sets forth selected biographical information for each of our executive officers:

Humberto Reynaldo Nadal Del Carpio.See “—“Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Board of Directors.”

Carlos Julio Pomarino Pezzia. Mr. Pomarino has acted as Vice President, Cement Business since April 2009. He has a degree in Economic Engineering from Universidad Nacional de Ingeniería and a Master’s in Business Administration from Adolfo Ibañez School of Management and ESAN and pursued the Advanced Management Program at the Universidad de Piura. He served as Commercial Officer of our company from 2002 to 2009 and as Chief Executive Officer of Distribuidora Norte Pacasmayo S.R.L. from 1998 to 2009. Prior to joining our company, Mr. Pomarino worked as Administration and Finance Manager at Comercializadora de Alimentos S.A. and as Chief Financial Officer at Fábrica de Tejidos San Jacinto S.A.

Manuel Bartolomé Ferreyros Peña. See “—A. Directors and Senior Management—Board of Directors.”

Jorge Javier Durand Planas. Mr. Durand joined the Hochschild Group in 1994 and has been our General Counsel since 2008. Previously, he was General Counsel of Hochschild Mining plc. Mr. DurandHe holds a lawLaw degree from Universidad de Lima (Peru), and a masterMaster’s in Business Administration from the Universidad del Pacífico (Peru). Among other studies, he has also completed the Management Program for Lawyers and the Corporate Governance and Performance Program at the Yale School of Management (USA). Mr. Durand currently also acts asis a board member of Salmueras, Inversiones Aspi S.A. and Cementos Selva S.A. and he is a member of the board of directorsBoard Committee of UTEC and TECSUP. In addition, Mr. Durand is an alternate director of the National Confederation of Private Business Associations (CONFIEP).

Martin Ferraro MurdockManuel Bartolomé Ferreyros Peña. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Board of Directors.”

Carlos Julio Pomarino Pezzia. Mr. Ferraro has servedPomarino acts as Central Manager of Innovation since July 2016. He holds a degree inVice President, Cement and Building Solutions Business Administration and Finance from the Universidad Peruana de Ciencias Aplicadas - UPC (Peruvian University of Applied Sciences) and a master in Business Administration from Stanford Graduate School of Business. Mr. Ferraro joined our company in January 2004 and since then has served in different positions, the most recent of which were Commercial Manager from June 2012 to December 2014 and Finance, IT and Administration Manager from January 2015 to June 2016.

Rodolfo Ricardo Jordan Musso. Mr. Jordan has acted as Engineering and Infrastructure Director since January 2015. Previously, he was Industrial Development Manager.2012. He has a degree in CivilEconomic Engineering from Universidad Católica del PerúNacional de Ingeniería and a Master in Business Administration from Adolfo Ibañez School of Management and ESAN, pursued anthe Advanced Management Program at the Universidad de Piura. PriorPiura and completed the Certification of Independent board members at Centrum Católica. He served as Commercial Officer of our Company from 2002 to joining our company, he served2009 and as Chief Executive Officer of the Mexican affiliate of Graña & Montero Ingenieros Consultores. From 2007 through 2009, he served as Marketing Manager of Distribuidora Norte Pacasmayo S.R.L. from 1998 to 2009. Prior to joining our Company, Mr. Pomarino worked as Administration and Finance Manager at Comercializadora de Alimentos S.A. and as Chief Financial Officer at Fábrica de Tejidos San Jacinto S.A.

Joaquin Larrea GubbinsAldo Bertoli Estrella.. Mr. Larrea has actedBertoli acts as Special ProjectsCommercial Director since OctoberMay 2016. He holdshas a degree in Business Administration from Universidad de Lima (University of Lima)Pacífico and a Master’s in Business AdministrationManagement from Universidad de Piura. Before joining the Kellogg School of Management. In the past, Mr. Larreacompany he worked as Corporate Development Director of General Electric for Peru, Ecuador and Bolivia. In Cementos Pacasmayo, he served as Business Manager of the Zinc Division for one year, as our Corporate Finance Head for five years and as CentralSales Manager of Corporate Development for five years.in Perú – Ecuador- Bolivia at Pepsico Inc., he previously spent 12 years at Procter & Gamble in various commercial positions including four years in Bolivia as Country Manager.

Carlos Paul Cateriano Alzamora. Mr. Cateriano has actedacts as Corporate Social Responsibility and Human Resources Director since June 2012. Previously, he was Human Resources Manager from 2006 to 2012. He studied Mechanical Engineering at the Pontificia Universidad Católica del Peru and has pursued different studies in the Advanced Management Program at the Universidad de Piura. Prior to joining our company, Mr. Cateriano worked as Human Resources Deputy Manager at Banco Wiese Sudameris S.A. (acquired by Scotiabank Perú S.A.A.) from 1999 to 2006. In addition, he has worked as Head of Training at Banco Santander Perú S.A., and as a consultant at Polimeros y Adhesivos S.A.

Hugo Pedro Villanueva Castillo. Martin Ferraro Murdock. Mr. VillanuevaFerraro serves as Innovation Director since July 2016. He holds a degree on Business Administration and Finance from the Universidad Peruana de Ciencias Aplicadas - UPC (Peruvian University of Applied Sciences) and a Master in Business Administration (MBA) from Stanford Graduate School of Business. Mr. Ferraro joined our Company in January 2004 and since then has actedserved in different positions, most recently as Operations Directorfor the PacasmayoCommercial Manager between June 2012 and Rioja cement plantDecember 2014, and Finance, IT and Administration Manager between January 2015 and June 2016.

Rodolfo Ricardo Jordan Musso. Mr. Jordan serves as Engineering and Infrastructure Director since January 2012.2015. Previously he was OperationsIndustrial Development Manager. He has a degree in Civil Engineering from Universidad Católica del Perú and pursued an Advanced Management Program at the Universidad de Piura. Prior to joining our Company he served as Chief Executive Officer of the Mexican affiliate of Graña & Montero Ingenieros Consultores. From 2007 through 2009 he served as Marketing Manager for Cementos Selva S.A. for more than nine years. Furthermore, of Distribuidora Norte Pacasmayo S.R.L.

Tito Alberto Inope Mantero.Mr. VillanuevaInope serves as Building Solutions Director since January 2015. He is an economist, graduated from Universidad de Lima and has an MBA from the Universidad Peruana de Ciencias Aplicadas (UPC). Mr. Inope has worked at our Company for over 20 years, holdingcompany since 1996 and has held different positions. management positions during the past 18 years.


Joaquin Larrea Gubbins.Mr. VillanuevaLarrea serves as Special Projects Director since October 2016. He holds a Master’s degree in Business Administration from EGADE and has taken coursework at the General Management Program at PAD, Universidad de PiuraLima (University of Lima) and Programa Master in Business Administration from the Kellogg School of Management. Prior to joining our Company, Mr. Larrea worked as Corporate Development Director of General Electric for Senior Management at INCAE in Costa Rica. He has also participated in different specialty programs related toPeru, Ecuador and Bolivia. At Cementos Pacasmayo, he served as Business Manager of the industry.

Zinc Division for one year, as our Corporate Finance Head for five years, and as Central Manager of Corporate Development for five years.

Diego Reyes Pazos. Mr. Reyes has been ourserves as Supply Chain Director since July 2013. He has solidextensive experience in the supply chain, project development, design and implementation of systems/processes and financial analysis. He graduated with a degree in Business Administration from the University of Lima and received an MBA from the University of Piura. Before joining our company,Company, Mr. Reyes worked as Operations and Finance Manager at Belcorp, as Senior Business Process Expert for Latin America at SAB Miller, Project Manager in the Vice Presidency of Supply Chain at UCP Backus & Johnston, among others.

Tito Alberto Inope Mantero.Hugo Pedro Villanueva Castillo. Mr. Inope has been our Industrial PlanningVillanueva serves as Operations Director for the Pacasmayo and Rioja cement plant since January 2015. He is an economist, graduated from Universidad de Lima and has a master in Business Administration from Universidad Peruana de Ciencias Aplicadas (UPC).2012. Previously he was Operations Manager for Cementos Selva S.A. for over nine years. Mr. InopeVillanueva has worked at our company since 1996Company for over 20 years, holding different positions. Mr. Villanueva holds a Master degree in Business from EGADE and has held different management positions duringtaken coursework at the past 18 years.

Rosaura Vasquez Arrieta. Mrs. Vásquez has been our Quality, Research and Development Director since March 2015. She has a degree in Industrial Engineering fromGeneral Management Program at PAD, Universidad de Piura holds a master degreeand Program for Senior Management at INCAE in Chemistry fromCosta Rica. He has also participated in different specialty programs in the Universidad Católica del Peru, and a PhD in Industrial Engineering specialized in Metallurgy and Materials from the Universidad de Oviedo (Spain). Mrs. Vasquez has worked at our company since 1998, and has held different management positions during the past 16 years. Before joining our company she was a professor at the Universidad de Piura. She has been a speaker at various industry events and has published a variety of articles on non- metallic mining, cement and additives.industry.

 

B.B.Compensation

As of December 31, 2016,2017, the total short term compensationcompensations amounted to S/21,752,000 (2015:22,705,000 (2016: S/23,074,000)21,752,000) and the total long term compensationcompensations amounted to S/16,088,000 (2015:11,401,000 (2016: S/14,159,000)16,088,000). This compensation included payments made in connection with the workers’ profit sharing planrequired under Peruvian labor law,laws, which require us to distribute between 8% and 10% of our taxable annual income, net of taxes, to all employees, including our executive officers. See “Item 4. Information on the Company—B. Business Overview—Regulatory Matters” for additional information on the profit sharing regulatory requirements.

In 2011, we decided to pay each of our directors a yearly compensation of US$200,000 (US$400,000 in the case of our Chairman). In addition, compensation paid to certain of our directors for serving on board committees will be, in aggregate per year, not higher than the total amount paid to our directors for serving on our board of directors. Our 20162017 director compensation was approved at our annual shareholders’ meeting.

Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director or executive officer after expiration of his or her term.

Executive Compensation Plan

Our business operates in a competitive environment where highly trained professionals and executives are in demand. The recent growth inContinued expansion of the Peruvian economy over the past several years has created new opportunities resulting in additional competition for local talent. As a result, we have recently designed ain place compensation plan to retain our key executives and attract new executives with the skills and experience required to achieve our strategic objectives and create long-term value for our shareholders. We believe that executive compensation should reward individual performance and the achievement of our strategic objectives.

Our executive compensation plan has been designed to achieve the following primary objectives:

 

recruit, retain and incentivize highly talented and dedicated executives with the skills and experience required to manage and operate our business and create long-term value for our shareholders;

 

provide our executive officers with compensation opportunities that are fair, reasonable and competitive in the market;

 

compensate based on our performance and individual performance;

 

promote transparency by using clear and straightforward compensation metrics; and

align the interests of our executive officers with the interests of our shareholders, both in the short-term and long-term.

Our executive compensation plan is in addition to workers’ profit sharing requirements applicable to all of our employees, including our executive officers, under Peruvian labor laws.

Our compensation plan has been designed to compensate our executives withthrough a combination of base salary, a cash bonus incentive and other benefits that we believe are fair and equitable to us and our shareholders and competitive in the market. We believe that the combination of salary, cash bonus incentive and other benefits willhelp distinguish us from other companies in the cement industry in Peru, and serve as an important retention tool as we compete for executive talent. We also believe that it will provide an appropriate compensation structure to retain our executives, reward them for individual performance, and induce them to contribute to the creation of long-term value.

Components of Executive Compensation

The key components of our executive compensation plan are:

 

base salary;

 


short-term cash bonus incentives; and

 

long-term cash bonus incentives.

We believe that the use of few and straightforward compensation components promotes the effectiveness and transparency of our executive compensation plan and enables us to be competitive. No formula or specific weightings or relationships are used to allocate the various components in our executive compensation plan. Each component has an important role in implementing our executive compensation philosophy and in meeting the executive compensation objectives described above.

Base Salary

We providecompensate our executive officers and other employees with a base salary to compensate them for services rendered on a day-to-day basis during the fiscal year. Base salaries provide stable compensation to executives, allow us to recruit and retain highly talented and dedicated executives and, through periodic merit increases, provide a basis upon which executives may be rewarded for individual performance.

Short-Term Cash Bonus Incentives

As a key component of our compensation plan, we currently provide our executive officers the opportunity to earn annual cash bonuses based on the achievement of our short-term business objectives. As additional cash compensation that is contingent on achieving our business objectives, cash incentives augment the base salary component while being tied directly to corporate and individual performance objectives.

Long-Term Cash Bonus Incentives

In addition, as a tool to promote retention of our executive officers, we have implemented a deferred cash incentive program that we believe aligns compensation with corporate performance, allows us to recruit and retain competent executive talent, and rewards for superior performance measured over the long-term. Our plan provides for the payment of bonuses in addition to the annual bonuses that are paid to our executive officers.

Our long-term bonus incentive program features the following key components:

 

available to senior executives who have been employed by our company at this level for at least four years;

at the end of each year, the cash bonus will be accrued in a “personal virtual account” for the benefit of the relevant executive;

 

on the fifth or sixth anniversary of the creation or beginning of the bonus plan, the relevant executive will receive the amount accrued during the first four years;

 

additional annual bonuses will be accrued for the following four years and a final payout will be made at the end of the eighth year from the creation or beginning of the plan; and

 

if the employee decides to voluntarily leave the company before a scheduled distribution, he will not receive this compensation.

Our plan provides that the executive must meet the following eligibility criteria:

 

must be no older than 58 years at the time his or her participation in the incentive program begins;

 

must have at least four years of employmentas senior executives with either our company, or our subsidiaries or affiliates;

 

is a professional who is deemed to have characteristics that are attractive to the market; and

 

the executive’s departure is deemed by the board of directors or a committee thereof to have an adverse effect on our performance.

 

C.C.Board Practices

For information about the date of expiration of the current term of office and the period during which each director has served in such office, see “—“Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

Benefits upon Termination of Employment

There are no contracts providing for benefits to directors upon termination of employment.employment

Board Committees

We have four board committees comprised of members of our board of directors, which are described below.


Executive Committee

Our by-laws permit us to delegate an executive committee composed of three to five members of the board of directors. Mr. Eduardo Hochschild Beeck (chair), Mr. Roberto Dañino Zapata, Mr. Raimundo Morales Dasso and Mr. Humberto Nadal del Carpio are currently members of our executive committee. Our executive committee is mainly responsible for (i) supervising and supporting our management in executing the resolutions passed by our board of directors, (ii) executing the strategy approved by our board of directors, (iii) meeting short-term and medium-term goals, as well as designing action plans to meet such goals in accordance with the long-term strategy and goals approved by our board of directors, (iv) approving agreements or transactions involving amounts greater than US$3 million but less than US$20 million, (v) monitoring compliance with the annual budget and approving any significant deviations from approved levels of working capital, (vi) making strategic decisions that do not rise to the level of a full board approval, and (vii) approving and executing new projects in amounts up to US$20 million.

Our executive committee also performs the functions of a compensation committee.

Antitrust Best Practices Committee

The antitrust best practices committee is composed of three members: members:Mr. Raimundo Morales Dasso, Mr. Humberto Nadal del Carpio and Mr. Eduardo Hochschild Beeck. The antitrust best practices committee is responsible for informing our employees about our competition best practices and for monitoring compliance with such practices, including compliance with antitrust regulations.

Audit Committee

Our audit committee is composed of three directors. The current members are two, Mrs.directors: Ms. Hilda Ochoa-Brillembourg, who is the chairman of the audit committee, and Mr. Felipe Ortiz de Zevallos.Zevallos and Mr. Marco Antonio Zaldívar will become a member as of May 2, 2017.var. All of the members of the audit committee qualify as independent in accordance with the SEC rules applicable to foreign private issuers. Mrs.Ms. Hilda Ochoa-Brillembourg and Mr. Marco Antonio ZaldivarZaldívar also qualify as financial experts under applicable SEC rules. The audit committee is responsible for (i) reviewing our financial statements; (ii) evaluating our internal controls and procedures, and identifying deficiencies; (iii) the appointment, compensation, retentionretention; and (iv) oversight of our external auditors. Additionally, it is responsible for informing our board of directors regarding any issues that arise with respect to the quality or integrity of our financial statements, our compliance with legal or regulatory requirements, the performance and independence of the external auditors, or the performance of the internal audit function; and overseeing measures adopted as a result of any observations made by our shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal controls and internal and external audit, as well as any complaints regarding management irregularities, including anonymous and confidential methods for addressing concerns raised by employees.

Corporate Governance Committee

Our corporate governance committee is composed of four directors. The current members are Mr. Felipe Ortiz de Zevallos (chair), Mr. Humberto Nadal del Carpio, Mr. Roberto Dañino Zapata and Mr. Eduardo Hochschild Beeck. The corporate governance committee is responsible for assisting the board on its oversight of director nomination and committee assignments, as well as the board and CEO successions. Similarly, it is responsible for assisting in the implementation of the committee and board self-assessment surveys and the review of governance principles.

 

D.D.Employees

As of December 31, 2016,2017, we had a total of 1,3311,386 permanent employees. The following table sets forth a breakdown of our employees by category as of the periods indicated.

          
  

As of December 31, 

 
  

2017

  

2016

  

2015

 
Management  35   30   35 
Administrative personnel  1,032   1,004   1,002 
Plant workers  319   297   507 
Total (1)  1,386   1,331   1,544 

 

   As of December 31, 
   2016   2015   2014 

Management

   30    35    33 

Administrative personnel

   1,004    1,002    974 

Plant workers

   297    507    475 
  

 

 

   

 

 

   

 

 

 

Total (1)

   1,331    1,544    1,482 
  

 

 

   

 

 

   

 

 

 

(1)Workers from our social venture AcuicolaAcuícola Los Paiches S.A.C. are excluded from these calculations.

As of December 31, 2016,2017, approximately 13%10.1% of our employees were members of labor unions (Sindicato Único de Trabajadores de Cementos Pacasmayo S.A.A). that represents its members in collective bargaining negotiations. Our management and administrative personnel are not members of a labor union. Labor relations for unionized and non-unionized employees in our production facilities, including compensation and benefits, are governed by a collective bargaining agreement that is renewed annually. In February 2016, three-year Union Agreements were signed with our Pacasmayo Plant union.


Under Peruvian law, it is illegal to lay off employees without cause or without following certain formal procedures. In addition, employees who are laid off are entitled to severance payments upon termination of their employment in an amount equal to one and a half month’s salary for each full year of work performed with a maximum payment equal to 12 monthly salaries provided they are indefinite term employees. In case of fixed term employment relationship the severance payment is equal to 1.5 monthly salaries for each month, until the completion of the contract, with a maximum of 12 monthly salaries.

Our employees are enrolled in either the national public pension fund or a privately managed pension fund. In both cases the applicable payment (approximately 13%) is withheld by the employer from the employees’ monthly salary. As of December 31, 2016,2017, approximately 12%11.4% of our employees were enrolled with the national public pension fund and 88%89.5% with a private social pension plan.

We believe we have a good relationship with our employees. In the past, we have not experienced any material strikes, work stoppages or any other significant disruptions.

 

E.E.Share Ownership

As of March 31, 2017,2018, persons who are currently members of our board of directors and our executive officers held as a group 1,035,096836,149 of our common shares and no investment shares (not including common shares held by Mr. Eduardo Hochschild through ASPI). This amount represented less than 1% of our outstanding share capital as of March 31, 2017.2018. Mr. Eduardo Hochschild through ASPI indirectly controls 211,985,547 common shares.

Mr. Dionisio Romero,

Mr. Humberto Nadal, Mr. Raimundo Morales, Mr. Roberto Dañino, Mr. Carlos Pomarino,Heeren, Mr. Manuel FerreyrosCarlos Pomarino and Mr. Martín Ferraro own individually and in the aggregate less than 1% of our common shares.

 

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.A.Major Shareholders

As of March 31, 2017,2018, our issued and outstanding share capital was composed of 423,868,449 common shares. In addition, as of March 31, 2017,2018, we had 40,278,894 non-voting investment shares outstanding, 36,040,497 of which were held in treasury.

The following table sets forth the beneficial ownership of our common shares and non-voting investment shares as of March 31, 2017.2018.  

                   
  As of March 31, 2018 
  

Common shares

  

Investment shares

  

Total

 

Shareholder

 

Number of
shares

  

Percentage

  

Number of
shares

  

Percentage

  

Number of
shares

  

Percentage

 
ASPI(1)  211,985,547   50.01%        211,985,547   45.67%
CPSAA (treasury shares)        36,040,497   89.48%  36,040,497   7.76%
RI—Fondo 2 (AFP Prima)  15,272,426   3.60%        15,272,426   3.29%
RI—Fondo 3 (AFP Prima)  11,979,550   2.83%        11,979,550   2.58%
Directors and officers(2)  836,149   0.20%        836,149   0.18%
American Depositary Receipt Program  70,097,971   16.54%        70,097,971   15.10%
Other shareholders  113,696,806   26.82%  4,238,397   10.52%  117,935,203   25.41%
Total  423,868,449   100.00%  40,278,894   100.00%  461,147,343   100.00%

 

   Common shares  Investment shares  Total 

Shareholder

  Number of
shares
   Percentage  Number of
shares
   Percentage  Number of
shares
   Percentage 

ASPI(1)

   211,985,547    50.01  —      —     211,985,547    45.67

CPSAA(treasury shares)

   —      —     36,040,497    89.48  36,040,497    7.76

RI—Fondo 2 (AFP Prima)

   16,376,138    3.86  —      —     16,376,138    3.53

RI—Fondo 3 (AFP Prima)

   15,405,338    3.63     15,405,338    3.32

Directors and officers(2)

   1,035,096    0.24  —      —     1,035,096    0.22

American Depositary Receipt Program

   71,728,096    16.92  —      —     71,728,096    15.45

Other shareholders

   107,338,234    25.32  4,238,397    10.52  111,576,631    24.04
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   423,868,449    100.00  40,278,894    100.00  461,147,343    100.00
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

(1)ASPI is indirectly controlled by Mr. Eduardo Hochschild through Farragut Holdings, Inc. (Cayman Islands). Mr. Eduardo Hochschild is a member of the board of directors of our company. The shares presented aboveexpressed here include those held through ASPI.

(2)See “Item 6. Directors, Senior Management and Employees—Share Ownership” for information regarding shares of our common stock owned by members of our board of directors and executive officers. The number of common shares held by directors and executive officers excludes any shares that may be deemed to be beneficially owned by Mr. Eduardo Hochschild through ASPI.


Changes in Ownership

The following sets forth the composition of ownership from December 31, 20142013 to December 31, 2016.2017.  

 

           
 As of December 31, 

Shareholder

  2016 2015 2014  

2017

 

2016

 

2015

 

2014

 

2013

 

ASPI

   45.67 45.67 50.94  45.67%  45.67%  45.67%  50.94%  50.94%

CPSAA (treasury shares)

   6.41 6.41  —     7.76%  6.41%  6.41%      

IN—Fondo 2 (AFP Integra)

   —     —    1.05           1.05%  1.05%

RI—Fondo 2 (AFP Prima)

   4.19 5.10 4.66  3.29%  4.19%  5.10%  4.66%  4.71%

RI—Fondo 3 (AFP Prima)

   3.12 4.29 4.29  2.58%  3.12%  4.29%  4.29%  4.78%

HO-Fondo 3 (AFP Horizonte)

   —     —     —                  

HO-Fondo 2 (AFP Horizonte)

   —     —     —                  

IN—Fondo 3 (AFP Integra)

   —     —    0.78           0.78%  0.78%

PR—Fondo 2 (AFP Profuturo)

   —     —    0.86           0.86%  0.86%

PR—Fondo 3 (AFP Profuturo)

   —     —    0.50           0.50%  0.50%

American Depositary Receipt Program

   16.23 16.66 18.13  15.10%  16.23%  16.66%  18.13%  18.38%

Other shareholders

   24.38 21.87 18.79  25.41%  24.38%  21.87%  18.79%  18.00%
  

 

  

 

  

 

 

Total

   100.00 100.00 100.00  100.00%  100.00%  100.00%  100.00%  100.00%
  

 

  

 

  

 

 

On February 7, 2012, we issued 100,000,000 common shares, or 18.82% of the outstanding common shares, in the form of ADSs, which were listed on the New York Stock Exchange. On March 2, 2012, we issued an additional 11,484,000 common shares, or 2.16% of the outstanding common shares, in the form of ADSs when the underwriters exercised their over-allotment option.

On March 30, 2012, we issued 927,783 investment shares, or 1.84% of the outstanding investment shares, pursuant to a preemptive right offer in connection with our issuance of ADSs.

On March 24, 2014, Mr. Eduardo Hochschild sold 1,310 of our common shares.

On October 14 and 15, 2015, ASPI sold 9,863,277 and 4,036,723, respectively, of our common shares.

On October 15, 2015, we bought back 37,276,580 investment shares, which we currently hold in treasury.

On January 19, 2017, our management approved the buyback of an additional 7,911,845 investment shares, which we currently hold in treasury.

On March 1, 2018, we spun-off a portion of the net assets (consisting of the assets and liabilities) related to Fosfatos del Pacífico S.A. to Fossal S.A.A. (“FOSSAL”), and as a result our capital stock was reduced by approximately S/107,593,030, from S/531,461,479 to S/423,868,449.

Differences in Voting Rights

Our major shareholders do not have different voting rights.

Securities Held in the Host Country

On February 7, 2012, we completed our initial public offering of 20,000,000 ADSs, each representing five common shares, in the United States. On March 2, 2012, we sold an additional 2,296,800 ADSs pursuant to an over-allotment option granted to the underwriters in that offering. Our ADSs are listed on the New York Stock Exchange. As of March 31, 2017,2018, we estimate that there were 14,345,61913,922,305 ADSs outstanding, which represented 16.23%16.42% of our common shares outstanding as of such date. As of December 31, 2016,2017, the number of record holders of our common shares (or ADSs representing our common shares) that file Form 13-Fs in the United States was 27.

17.

Arrangements for Change in Control

We are not aware of any arrangements that may, when in force, result in a change in control.

 

B.B.Related Party Transactions

Peruvian Law Concerning Related Party Transactions

Under Peruvian law, board members and executive officers of a publicly-held company may not (i) engage in transactions with the company or any related party of the company, except for transactions entered into in the ordinary course of business and on an arm’s length basis, (ii) appropriate for their own benefit a business opportunity that belongs to the company, or (iii) participate in any transaction or decision that presents a conflict of interest with the company.

Peruvian law sets forth certain restrictions and limitations on transactions with certain related parties.

For instance, from a tax standpoint, the value of those transactions must be equal to the fair market value assessed under transfer pricing rules (i.e., the value agreed to by non-related parties under the same or similar circumstances). Similarly, companies with securities registered in the Peruvian Public Registry of Securities (Registro Público del Mercado de Valores), such as us, are required to comply with the following rules:

 

The directors and managers of the company cannot, without the prior authorization of the board of directors, (i) receive in the form of a loan money or assets of the company; or (ii) use, for their own benefit or for the benefit of related parties, assets, services or credits of the company.

 


The execution of agreements that involve at least 5% of the assets of the company with persons or entities related to directors, managers or shareholders that own, directly or indirectly, 10% of the share capital, requires the prior authorization of the board of directors (with no participation of the director involved in the transaction, if any).

 

The execution of agreements with a party controlled by the company’s controlling shareholder requires the prior authorization of the board of directors and an evaluation of the terms of the transaction by an external independent company (audit companies or other to be determined by the Peruvian Securities Commission).

The external independent company that reviews the transaction should not be related to the parties involved therein, nor to directors, managers or shareholders that own at least 10% of the share capital of the company.

Related Party Transactions

As a general policy, we do not enter into transactions with related parties, including our board members and officers, on terms more favorable than what we would offer third parties. Any related party transaction we have entered into in the past has been in the ordinary course of business and on an arm’s length basis.

As of December 31, 2016,2017, we had an accounts receivable balance with ASPI, our controlling shareholder, in the amount of S/109,000641,000 (US$32,479)197,470).

The following transactions have been entered into by us with related parties:

 

We lease a plot of land adjacent to our headquarters to our affiliate, Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. We received rental payments of, S/293,000 in 2014, S/330,000 in 2015, and S/326,000 in 2016.2016 and S/336,000 in 2017.

 

We lease part of our headquarters as office space to ASPI and its affiliates. We received rental payments of S/254,000 in 2014, S/334,000 in 2015,2015; and S/374,000 in 2016.2016; and S/386,000 in 2017.

We provide back office management and administrative services to ASPI and its affiliates, for which we received S/498,000 in 2014, S/505,000 in 2015,2015; and S/1,103,000 in 2016.2016; and S/1,560,000 in 2017.

 

We receive security services from our affiliate Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. We paid a total of S/1,350,000 in 2014, S/1,146,000 in 2015,2015; and S/1,301,000 in 20162016; and S/1,195,000 in 2017 for these services.

ASPI and Hochschild Mining plc are majority-owned and controlled, directly and indirectly, by Mr. Eduardo Hochschild.

For more information about our related-party transactions please see note 25 to our annual consolidated financial statements included elsewhere in this annual report.

 

C.C.Interests of Experts and Counsel

Not applicable.

 

ITEM 8.FINANCIAL INFORMATION

 

A.A.Consolidated Statements and Other Financial Information.

See Item 19. — Exhibits.

Legal and Administrative Proceedings

From time to time, we may become subject to various legal and administrative proceedings that are incidental to the ordinary conduct of our business. We are currently not party to any material legal or administrative proceedings.

Dividends and Dividend Policy

Our ability to pay dividends is subject to our results of operations for each year. Holders of our common shares and investment shares are entitled to receive dividends on a pro rata basis in accordance with their respective number of shares held.

Under our dividend policy, shareholders must take the following factors into consideration prior to declaring dividends: our financial and economic condition, including committed and budgeted expenses and obligations, and previously approved investments. In addition, our dividend policy states that (a) our board of directors may declare advanced dividends based on either the net income resulting from financial statements prepared for such purpose or the cumulative net income corresponding to previous years, provided that shareholders delegated such authority to the board of directors, and (b) holders of common shares representing no less than 20% of our total share capital may request the distribution of dividends up to 50% of the net income corresponding to the previous year, net of any legal reserve requirements. Our board of directors makes a recommendation at the annual shareholders’ meeting with respect to the amount and timing of dividend payments, if any, to be made on our common shares and investment shares.


Under Peruvian law, companies may distribute up to 100% of their profit (after payment of income tax) subject to a 10% legal reserve until the legal reserve equals 20% of shareholders’ equity. According to Article 40 of the Peruvian Corporate Law, in order to distribute dividends, profits must be determined in accordance with the individual financial statements of the company.

Payment of Dividends

Dividends are paid to holders of our common shares and investment shares, as of a record date determined by us. In order to allow for the settlement of securities, under the rules of the Peruvian Securities Commission, investors who purchase shares of a publicly-held company three business days prior to a dividend payment date do not have the right to receive such dividend payment. Dividends on issued and outstanding common shares and investment shares are distributed pro rata.

Holders of common shares and investment shares are not entitled to interest on accrued dividends. In addition, under Article 232 of the Peruvian Corporate Law, the right to collect accrued dividends declared by a publicly-held company expires 10 years from the original dividend payment date.

Previous Dividend Payments

The following table sets forth the amounts of cash dividends declared and paid from 20102012 through the date hereof for our common shares and our investment shares.

 

     

Year ended December 31,

  Dividends paid   Per share
(in S/)
  

Dividends paid

 

Per share
(in S/)

 
2017   149,837,396   0.35000 

2016

   155,236,000    0.28500    155,236,000   0.28500 

2015

   162,950,000    0.28000    162,950,000   0.28000 

2014

   116,393,000    0.20000    116,393,000   0.20000 

2013

   58,196,000    0.10000    58,196,000   0.10000 

2012

   52,000,000    0.08935    52,000,000   0.08935 

2011

   91,000,000    0.19380 

At the annual shareholders’ meeting held on March 24, 2017,27, 2018, the shareholders unanimouslyof the Company approved the financial statements for fiscal year 20162017 including the net income for such year and delegated to the Board of Directors the authority to decide the distribution of dividends onfrom the retained earnings account and fiscal year 20172018 operating results.

 

B.B.Significant Changes

We are not aware of any changes bearing upon our financial condition since the date of the financial statements included in this annual report.

 

ITEM 9.THE OFFER AND LISTING

 

A.A.Offer and Listing Details

Market Price of Our Common Shares and ADSs

Our ADSs

On February 7,2012, we completed our initial public offering of 20,000,000 ADSs, each representing five common shares, in the United States. On March 2, 2012, we sold an additional 2,296,800 ADSs pursuant to an over-allotment option granted to the underwriters in that offering.

Our ADSs are listed on the New York Stock Exchange under the symbol “CPAC.” On April 18, 2017,24, 2018, the closing price per ADS as quoted on the New York Stock Exchange was US$11.36 per ADS.

12.27. 


The following table sets forth for each of the most recent three months and for the current month the high and low closing prices in U.S. dollars of our ADSs on the New York Stock Exchange as reported by the New York Stock Exchange.

       
  

ADSs

 

(in US$)

 

High

  

Low

 
2017:        
January  9.59   9.22 
February  9.94   9.07 
March  11.40   9.73 
April  11.41   10.66 
May  11.91   10.30 
June  11.87   11.20 
July  11.90   11.11 
August  12.44   11.39 
September  13.15   12.20 
October  13.04   12.70 
November  13.19   11.97 
December  12.59   11.55 
2018:        
January  13.49   12.40 
February  13.15   11.78 
March  12.43   11.49 
April (through April 24, 2018)  12.73   11.80 

 

   ADSs 

(in US$)

  High   Low 

2016:

    

January

   7.26    6.25 

February

   6.75    6.20 

March

   7.85    6.52 

April

   8.94    7.15 

May

   9.46    8.88 

June

   9.10    8.57 

July

   9.44    8.70 

August

   9.75    9.00 

September

   10.30    9.31 

October

   9.68    9.23 

November

   9.57    8.94 

December

   9.21    8.99 

2017:

    

January

   9.58    9.22 

February

   9.94    9.07 

March

   11.40    9.73 

April (through April 18)

   11.41    10.96 

Our Shares

Our common shares and our investment shares are registered in the Public Registry of Securities held with the Peruvian Securities Commission and are listed on the Lima Stock Exchange under the symbols “CPACASC1” and “CPACASCI1,” respectively. On April 18, 2017,24, 2018, the closing price per common share as quoted on the Lima Stock Exchange was S/7.38 per common share8.00 and S/4.816.63 per investment share. Historically, the trading volumesvolume of our common shares and investment shares on the Lima Stock Exchange havehas been limited.

The following table sets forth for the five most recent full years the high and low closing prices insoles of our common shares and investment shares on the Lima Stock Exchange as reported by the Lima Stock Exchange.

              
   

Common shares

  

Investment shares

 

(in S/)

  

High

  

Low

  

High

  

Low

 
2012   6.90   4.75   6.00   4.45 
2013   7.85   5.45   6.50   3.75 
2014   6.50   4.70   4.00   2.50 
2015   5.45   3.57   2.60   2.25 
2016   6.70   4.27   4.70   2.13 
2017   8.59   5.96   6.80   4.20 

 

   Common shares   Investment shares 

(in S/)

  High   Low   High   Low 

2011

   8.45    4.25    7.48    4.05 

2012

   6.90    4.75    6.00    4.45 

2013

   7.85    5.45    6.50    3.75 

2014

   6.50    4.70    4.00    2.50 

2015

   5.45    3.57    2.60    2.25 

2016

   6.70    4.27    4.70    2.13 

The following table sets forth for each quarter of the three most recent financial years the high and low closing prices insolesof our common shares and investment shares and the Lima Stock Exchange as reported by the Lima Stock Exchange.

             
  

Common Shares

  

Investment Shares

 

(in S/)

 

High

  

Low

  

High

  

Low

 
2015:                
First quarter  5.45   4.64   2.50   2.45 
Second quarter  5.15   4.37   2.60   2.46 
Third quarter  5.27   3.80   2.60   2.25 
Fourth quarter  5.00   3.57       
2016:                
First quarter  5.36   4.27   2.33   2.13 
Second quarter  6.08   4.90   3.39   2.70 
Third quarter  6.70   6.38   4.70   4.43 
Fourth quarter  6.60   6.10   4.55   4.30 
2017:                
First quarter  7.50   5.96   4.80   4.20 
Second quarter  7.62   6.90   4.82   4.70 
Third quarter  8.41   7.35   5.90   4.50 
Fourth quarter  8.59   7.75   6.80   6.00 

 

   Common Shares   Investment Shares 

(in S/)

  High   Low   High   Low 

2014:

        

First quarter

   6.50    4.88    4.00    3.40 

Second quarter

   5.32    4.70    3.10    2.80 

Third quarter

   5.50    4.76    2.81    2.75 

Fourth quarter

   5.39    4.70    2.50    2.50 


   Common Shares   Investment Shares 

(in S/)

  High   Low   High   Low 

2015:

        

First quarter

   5.45    4.64    2.50    2.45 

Second quarter

   5.15    4.37    2.60    2.46 

Third quarter

   5.27    3.80    2.60    2.25 

Fourth quarter

   5.00    3.57    —      —   

2016:

        

First quarter

   5.36    4.27    2.33    2.13 

Second quarter

   6.08    4.90    3.39    2.70 

Third quarter

   6.70    6.38    4.70    4.43 

Fourth quarter

   6.60    6.10    4.55    4.30 

The following table sets forth for each of the most recent six months and for the current month the high and low closing prices insoles of our common shares and investment shares on the Lima Stock Exchange as reported by the Lima Stock Exchange.

         
  Common Shares   Investment Shares  

Common Shares

 

Investment Shares

 

(in S/)

  High   Low   High   Low  

High

 

Low

 

High

 

Low

 

2016:

        
2017:                

October

   6.60    6.28    4.55    4.30   8.50   8.35   6.50   6.00 

November

   6.45    6.15    4.30    4.30   8.59   7.90   6.80   6.15 

December

   6.30    6.10    4.30    4.30   8.20   7.75   6.32   6.00 

2017:

        
2018:                

January

   6.50    6.18    4.30    4.30   8.40   8.05   6.50   6.50 

February

   6.56    5.95    4.30    4.30   8.33   7.90   6.65   6.55 

March

   7.52    6.35    4.80    4.20   8.15   7.57   6.65   6.65 

April (through April 18)

   7.40    7.25    4.81    4.75 
April (through April 24, 2018)  8.10   7.85   6.65   6.63 

 

B.B.Plan of Distribution

Not applicable.

 

C.C.Markets

Trading in the Peruvian securities market

The Lima Stock Exchange

As of December 31, 2016,2017, there were 283282 companies with securities listed on the Lima Stock Exchange. Established in 1970, the Lima Stock Exchange is Peru’s only securities exchange. On November 19, 2003, the members of the Lima Stock Exchange approved to convert its corporate status to a publicly held corporation effective as of January 1, 2003. As of December 31, 2016,2017, The Lima Stock Exchange had a share capital of S/182,092,340, divided into (173,659,481173,659,481 class “A” shares and 8,432,859 class “B” shares of par value S/1.00 each. Class “A” shares are entitled to one vote per share while class “B” shares do not have voting rights. As of December 31, 2016,2017, the Lima Stock Exchange had 224225 shareholders.

Trading on the Lima Stock Exchange is primarily done on an electronic trading system that became operational in August 1995. From the first Monday of November through the second Sunday of March of each year, trading hours are Monday through Friday (except holidays) as follows: 8:20 a.m.-8:30 a.m. (pre-market ordering); 8:30 a.m.-2:55 p.m. (trading); 2:55 p.m.-3:00 p.m. (after-market sales); and 3:00 p.m.-3:10 p.m. (after-market trading). At all other times, trading hours are from Monday to Friday (except holidays) as follows: 9:00 a.m.-9:30 a.m. (pre-market ordering); 9:30 a.m.-3:55 p.m. (trading); 3:55 p.m.-4:00 p.m. (after-market sales); and 4:00 p.m.-4:10 p.m. (after-market trading).

Substantially all of the transactions on the Lima Stock Exchange are traded on the electronic system. Transactions during the electronic sessions are executed through brokerage firms and stock brokers on behalf of their clients. Brokers submit orders in the order in which they are received. The orders must specify the type of security as well as the amount and price of the proposed sale or purchase. In an effortorder to control price volatility, the Lima Stock Exchange imposes a 15 minute suspension on trading when the price of a security varies on a single day by more than 15% for Peruvian companies and 30% for non-Peruvian companies.

Regulation of the Peruvian Securities Market

The Securities Market Law regulates certain securities matters, such as transparency and disclosure, corporate takeovers, capital market instruments and operations, the securities markets and broker-dealers, and credit-rating agencies. In 1996, the Peruvian Securities Commission,Superintendencia del Mercado de Valores – SMV” , formerly known as the National Supervisory Commission for Securities and Companies (Comisión Nacional Supervisora de Empresas y Valores, or “CONASEV”), was given additional responsibilities relating to the supervision, regulation and development of the securities market, while the Lima Stock Exchange was granted the status of a self-regulatory organization. Additionally, a unified system of guarantees and capital requirements was established for the Lima Stock Exchange.

Pursuant to Law No. 29,782, published in the Peruvian Official Gazette,El Peruano, on July 28, 2011, the Peruvian Securities Commission is a governmental entity reporting to Peru’s Ministry of Economy and Finance with functional, administrative, economic, technical and budgetary autonomy.

The Peruvian Securities Commission is governed by the Superintendent and a five board-members confirmed by the Superintendent (who acts as President of the board) and four members appointed by the Peruvian Executive Power (one suggested by the Ministry of Economy and Finance, one suggested by the Peruvian Central Reserve Bank, one suggested by the Peruvian SuperintendencySuperintendence of Banking, Insurance and Private Pension Funds and one independent member). The Peruvian Securities Commission has broad regulatory powers, including reviewing, promoting, and making rules regarding the securities market, supervising its participants, and approving the registration of public offerings of securities.

The Peruvian Securities Commission supervises the securities markets and the dissemination of information to investors. It also (i) governs the operations of the Public Registry of Securities, (ii) regulates mutual funds, publicly placed investment funds and their respective management companies and broker-dealers, (iii) monitors compliance with accounting regulations by companies under its supervision as well as the accuracy of financial statements and (iv) registers and supervises auditors who provide accounting services to those companies registered with the Peruvian Securities Commission.


Pursuant to the Securities Market Law, broker-dealers must maintain a guarantee fund. This guarantee fund must be managed by an entity supervised by the Peruvian Securities Commission. Contributions to the guarantee fund must be made by the 25 broker-dealers that are members of the Lima Stock Exchange and are based on the volume traded over the exchange. In addition to the guarantee fund managed, each broker-dealer is required to maintain a guarantee in favor of the Peruvian Securities Commission to guarantee any liability that broker-dealers may have with respect to their clients. Such guarantees are generally established through letters of credit issued by local banks.

Disclosure Obligations

Issuers of securities registered with the Peruvian Securities Commission are required to disclose material information relating to the issuer. Pursuant to the Securities Market Law and relevant regulations enacted thereunder, all material information in connection with the issuer of registered securities (such as our common shares and investment shares), its activities or securities issued or secured by such issuer which may influence the liquidity or price of such securities must be disclosed. Accordingly, issuers must file with the Peruvian Securities Commission mainly two types of information: (a) financial information, including interim unaudited financial statements on a quarterly basis (which are not required to be subject to limited review), and annual audited consolidated financial statements on an annual basis, and (b) material information relating to the issuer and its activities that may significantly affect the price, offering or negotiation of the issued securities, and in general, all the information that may be relevant for investors to be able to make investment decisions.

In order to comply with the foregoing disclosure obligations, issuers must disclose reaffirmation to the Peruvian Securities Commission and, if the securities are listed, with the Lima Stock Exchange as soon as practicable but not later than one business day after having become aware of such information.

 

D.D.Selling Shareholders

Not applicable.

 

E.E.Dilution

Not applicable.

 

F.F.Expenses of the Issue

Not applicable.

 

ITEM 10.ADDITIONAL INFORMATION

 

A.A.Share Capital

Not applicable.

 

B.B.Memorandum and Articles of Association

Set forth below is certain information relating to our share capital, including brief summaries of the material provisions of our by-laws, Peruvian corporate law and certain related laws and regulations of Peru, all as in effect as of the date hereof.

General

We are a publicly-held corporation under Peruvian Corporate law and registered with the Public Registry of Corporations in Lima. We are currently listed on the Lima Stock Exchange.

The second article of our by-laws provides that our principal corporate purpose is mining and the production and sale of cement, quicklime and other construction materials in Peru and internationally.

We have common shares and investment shares.

See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” for information regarding our Board of Directors.

Common Shares

Common shares represent 100% of our voting shares. As of March 31, 2017,2018, 423,868,449 of our common shares were outstanding. As of March 31, 2017,2018, there were 7,0537,155 owners of record of our common shares (considering the ADSs listed onin the New York Stock Exchange are held by one registered owner). Our common shares have a par value of S/1.00 per share and have been fully subscribed and are fully paid. Our common shares are registered within the Securities Public Registry of the Peruvian Securities Commission and are listed on the Lima Stock Exchange.


Investment Shares

As of March 31, 2017,2018, 4,238,397 of our investment shares were outstanding excluding 36,040,497 investment shares that wewere held in treasury. Investment shares have no voting rights and are not, under Peruvian law and accounting regulations, characterized as share capital. However, investment shares are still considered part of a

company’s equity. As of March 31, 2017,2018, there were 403385 owners of record of our investment shares. Our investment shares have a par value of S/1.00 per share and have been fully subscribed and are fully paid. Our investment shares are registered within the Securities Public Registry of the Peruvian Securities Commission and are listed on the Lima Stock Exchange.

Shareholders’ Liability

Under Peruvian Corporate Law, holders of our common shares cannot vote on matters with respect to which they have a conflict of interest.

Under Article 133 of the Peruvian Corporate Law, a shareholder must abstain from voting if such shareholder has a conflict of interest. A resolution adoptedapproved in violationdisregard of this provision may be challenged under Article 139 of the Peruvian Corporate Law and any shareholder that participatesparticipated in the votingdetermination in breach of this provision, if such shareholder’s vote was determinativekey in achievingattaining the required majority, may be held liable individually, or jointly with any other shareholder voting in breach of the provision.provision.

Redemption and Rights of Withdrawal

Under Article 200 of the Peruvian Corporate Law, holders of our common shares have redemption rights if: (i) we change our corporate purpose; (ii) a change occurs in the place of organization to a foreign country; or (iii) any transformation, merger or significant spin-off occurs with respect to our company.

Preemptive and Accretion Rights

If we increase our share capital, holders of our common shares and investment shares have a preemptivethe right to subscribe to new common shares and investment shares, respectively, on a pro rata basis. Holders of common shares have preemptive rights in order to maintain their share interest in our share capital, unless the capital increase (i) results from a conversion of debt securities to common shares,shares; (ii) is approved by shareholders representing at least 40% of the subscribed voting shares provided that the capital increase does not favor, directly or indirectly, certain shareholders to the detriment of others,others; and (iii) results from a corporate reorganization. Holders of investment shares have preemptive rights to maintain their proportional ownership in our share capital.

Shareholders who are in default in respect of any payments relating to a capital call may not exercise their preemptive rights.

Preemptive rights are exercised in two rounds. During the first round, shareholders may subscribe to the new shares on a pro rata basis. During the second round, shareholders who participated in the first round may subscribe to any remaining shares on a pro rata basis up to the amount of shares such shareholders subscribed for in the first round. The first round must remain open for at least 15 business days. The second round must remain open for at least three business days.

Voting Rights and Dividends

Common Shares

Holders of common shares are entitled to one vote per share, with the exception of the election of the board of directors, where each holder is entitled to one vote per share per nominee. Each holder’s votes may be cast for a single nominee or distributed among the nominees at the holder’s discretion. To that effect, each of our common shares gives the holder the rights to as many votes as there are directors to be elected. Shareholders may pool votes in favor of one person or distribute them among various persons. Those candidates for the board who receive the most votes are elected directors. Holders of common shares may attend and vote at shareholders’ meetings either in person or through a proxy.

Holders of common shares have the right to participate in the distribution of dividends and shareholder equity resulting from liquidation. Our by-laws do not establish a maximum time limit for the payment of the dividends. However, according to Article 232 of the Peruvian Corporate law, the right to collect past-due dividends in the case of companies that are publicly held companies, such as ours, expires 10 years after the date on which the dividend payment was due.

Our share capital may be increased by a decision of holders of common shares at a shareholders’ meeting. Capital reductions may be voluntary or mandatory and must be approved by holders of common shares at a shareholders’ meeting. Capital reductions are mandatory when accumulated losses exceed 50% of the capital and to the extent such accumulated losses are not offset by accumulated earnings and capital increases within the following fiscal year. Capital increases and reductions must be communicated to the Peruvian Securities Commission, the Lima Stock Exchange and theSuperintendencia Nacional de Administración Tributaria(SUNAT). Voluntary capital reductions must also be published in the official gazette El Peruano and in a widely circulated newspaper in the city where our executive office isin which we are located.


Investment Shares

Under the Peruvian Corporate Law, and applicable accounting regulation, investment shares do not represent share capital. Accordingly, our balance sheet reflects the investment shares as a separate account from our share capital. Holders of investment shares are neither entitled neither to vote nor to participate in shareholders’ meetings. However, investment shares confer upon the holders thereof the right to participate in the dividends distributed according to their par value, in the same manner as common shares. Investment shares also confer to the holders thereof the preemptive right to (i) maintain the current proportion of the investment shares in the case of a capital increase through new capital contributions; (ii) increase the number of investment shares upon capitalization of retained earnings, revaluation surplus or other reserves that do not represent cash contributions; (iii) participate in the distribution of assets resulting from a liquidation in the same manner as common shares; and, (iv) redeem the investment shares in case of a merger and/or change of business activity.

Liquidation Rights

If we are liquidated, our shareholders have the right to receive net assets resulting from the liquidation, after we comply with our obligation to pay all our creditors and after discounting any existing dividend liabilities. For this reason, we cannot assure that we will be able to reimburse 100% of the book value of the common shares and investment shares in case of our bankruptcy or liquidation.

Ordinary and Extraordinary Meetings

Pursuant to Peruvian Corporate Law and our by-laws, the annual shareholders’ meeting must be held during the three-month period after the end of each fiscal year. Additional shareholders’ meetings may be held during the year. Because we are a publicly-held corporation, we are subject to the special control of the Peruvian Securities Commission, as provided in Article 253 of the Peruvian Corporate Law. If we do not hold the annual shareholders’ meeting during the three-month period after the end of each fiscal year or any other shareholders’ meeting required by our by-laws, a public notary or a competent judge shall call for such a meeting at the request of at least one shareholder of the common shares. Such meeting will take place within a reasonable period of time.

Other shareholders’ meetings are convened by the board of directors when deemed convenient by our company or when it is requested by the holders of at least 20% of our common shares outstanding.shares. If, at the request of holders of 20% or more of ourthe common shares, the shareholders’ meeting is not calledconvened by the board of directors within 15 business days of the receipt of such request, or the board expressly or implicitly refuses to convene the shareholders’ meeting, a public notary or a competent judge appointedwill call pursuant to Law No. 29560 for such meeting at the request of such holders of at least 20% of our common shares will call for such meeting pursuant to Law No. 29560.shares. If a public notary or competent judge calls for a shareholders’ meeting, the place, time and hour of the meeting, the agenda and the person who will preside shall be indicated on the meeting notice. If the meeting called is other than the annual shareholders’ meeting or a shareholders’ meeting required by the Peruvian Corporate Law or the by-laws, the agenda will contain those matters requested by the shareholders who requested the meeting.

Holders of investment shares have no right to request the board to call a shareholders’ meeting.

Notices of Meetings

Since we are a publicly-held corporation, notice of shareholders’ meetings must be given by publication of a notice. The publication shall occur at least 25 days prior to any shareholders’ meeting in the Peruvian Official Gazette,El Peruano, and in a widely circulated newspaper in the city where our executive officesin which we are located. The notice requirement may be waived at the shareholders’ meeting by agreement of the holders of 100% of the outstanding common shares.

Quorum and Voting Requirements

According to Article 25 of our by-laws and Article 257 of the Peruvian Corporate Law, shareholders’ meetings called for the purpose of considering a capital increase or decrease, the issuance of obligations, a change in the by-laws, the sale in a single act of assets with an accounting value that exceeds 50% of our share capital, a merger, division, reorganization, transformation or dissolution, are subject to a first, second and third quorum call, each of the second and third quorum call to occur upon the failure of the preceding one. A quorum for the first call requires the presence of shareholders holding 50% of our total common shares. For the second call, the presence of shareholders holding at least 25% of our total common shares is adequate, while for the third call there is no quorum requirement. These decisions require the approval of the majority of the common shares represented at the shareholders’ meeting. Shareholders’ meetings convened to consider all other matters are subject to a first and second quorum call, the second quorum call to occur upon the failure of the first quorum.

In accordance with the Peruvian Corporate Law, only those holders of common shares whose names are registered in our stock ledger not less than 10 days before the date set forin advance of a meeting will be entitled to attend the shareholders’ meeting and to exercise their voting and other rights.

Limitations on the Rights of Non-residents or Foreign Shareholders

There are no limitations under our by-laws or the Peruvian Corporate Law on the rights of non-residentsnonresidents or foreign shareholders to own securities or exercise voting rights with respect to our securities.


Disclosure of Shareholdings and Tender Offer Regulations

Disclosure of Shareholdings

There are no provisions in our by-laws governing the ownership threshold above which share ownership must be disclosed.

However, according to Article 10 of CONASEV Resolution No. 090-2005-EF-94.10, as amended, we must inform the Peruvian Securities Commission of the members of our economic group and a list of our holders of common shares owning more than a 5% share interest, as well as any change to such information.

Tender Offer Regulations

Peruvian security regulations include mandatory takeover rules applicable to the acquisition of control of a listed company.

Subject to certain conditions, such regulations generally establish the obligation to make a tender offer when a person or group of persons acquires a relevant interest in a listed company. According to Peruvian law, a person acquires a relevant interest in a listed company when such person (a) holds or has the power to exercise directly or indirectly 25%, 50% or 60% of the voting rights in a listed company, or (b) has the power to appoint or remove the majority of the board members or to amend its by-laws.

In general, the tender offer must be launched prior to the acquisition of the relevant interest. The tender offer may be launched after the “relevant interest” is acquired if it is acquired (a) by means of an indirect transaction, (b) as a consequence of a public sale offer, or (c) in no more than four transactions within a three-year period.

This mandatory procedure has the effect of alerting other shareholders and the market that an individual or financial group has acquired a significant percentage of a company’s voting shares, and gives other shareholders the opportunity to sell their shares at the price offered by the purchaser. The purchaser is required to launch a tender offer unless: (a) shareholders representing 100% of the voting shares waive this rightrights consent in writing, (b) voting shares are acquired by a depositary in order to subsequently issue ADSs, or (c) voting shares are acquired pursuant to the exercise of preemptive rights.

Changes in Capital

Our by-laws do not establish special conditions to increase or reduce our share capital beyond what is required under the Peruvian Corporate Law.

Anti-Takeover Provisions

Our by-laws do not contain any provision that would have the effect of delaying, deferring or preventing a change of control. However, acquisitions of shares of our capital stock that involve a change of control may be subject to Peruvian securities and exchange regulations (Ley de Mercado de Valores y Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión) applicable to tender offers.

Form and Transfer

Common shares and investment shares may be either physical share certificates in registered form or book-entry securities in the CAVALI S.A. ICLV book-entry settlement system, also in registered form.

Furthermore, the Peruvian Corporate Law forbids publicly-held corporations, such as us, from including in their by-laws stipulations limiting the transfer of their shares or restraining their trading in other ways. In addition, pursuant to our by-laws, we cannot recognize a shareholders’ agreement that contemplates limitations, restrictions or preferential rights on the transfer of shares, even if such an agreement is recorded in our stock ledger (matrícula de acciones) or in CAVALI S.A. ICLV.

Dispute Resolution

On March 29, 2016, our shareholders approved and we amended in our by-laws to include the following arbitration clause for settlement of disputes:

“X. DISPUTE RESOLUTION

ARTICLE 56.- Any dispute, disagreement or conflict arising between shareholders, between shareholders and the Company, or between the Company and its Directors during the existence or dissolution process of the Company, in connection to their rights or obligations or in connection to the interpretation, application, validity or compliance with these By-laws or in connection with any agreement adopted by the Company’s General Shareholders’ Meetings or Board of Directors’ meetings, which have not been resolved through direct negotiation and in amicable terms between the parties, or by means of mediation or conciliation, within thirty (30) business days from the notification to one of the parties, the parties agree to waive their rights to solve any dispute, disagreement or conflict within the competent courts of their domiciles and agree that all disputes, disagreements or conflicts will be settled by arbitration at law, except for those disputes which shall be ventilated under a specific jurisdiction as mandated by law, in which case the Peruvian Arbitration Law (Legislative Decree No. 1071), or any law amending or replacing it, shall be applied as well as the additional provisions established for such effects.

The arbitration will be held in Lima, Perú and in Spanish language according to the agreements in this clause. For all the matters not provided herein, the arbitration shall be organized and conducted in accordance with the provisions set forth in the Rules and Regulations of the Arbitration Center of the American Chamber of Commerce of Perú (AmCham Perú). -Cámara de Comercio Americana del Perú.

The Tribunal shall consist of three (03) arbitrators, following the rules below for their designation:

(a) The party requesting the arbitration shall submit the first request to the Arbitration Center of AmCham Perú indicating the name of the person designated as first arbitrator, and inviting the opposing party, in turn, to designate the second arbitrator. The Arbitration Center of AmCham Perú shall submit a copy of the first request to the opposing party.

(b) Five calendar days after receiving the copy of the request referred to in letter (a) above, the opposing party shall indicate the name of the person designated as second arbitrator. If the opposing party fails to designate an arbitrator within the stated term, the Arbitration Center of AmCham Perú shall designate the second arbitrator.

(c) Five calendar days after the designation of the second arbitration pursuant to the provisions in letter (b) above, both parties shall, mutually agree, on the person who will serve as third arbitrator, who will chair the Tribunal. In the event that the parties fail to reach an agreement, the Arbitration Center of AmCham Perú shall designate the Chair of the Tribunal upon the request of either of the parties.

The Tribunal shall decide by majority on the subject matter of the arbitration. For this purpose, the Tribunal shall issue an arbitration award and the reasons therefore in writing within the term set in the By-laws and Regulations of the Arbitration Center of AmCham Perú. The arbitration award shall be final, binding upon the parties and unappealable, unless otherwise provided in the applicable rules.

In addition, the arbitration award shall determine the manner to confront the expenses related to the arbitration pursuant to the provisions set forth by the rules of the Arbitration Center of AmCham Perú.”

 

C.C.Material Contracts

On December 31, 2007, we entered into a contract for the general management and provision of services with ASPI, pursuant to which we provide legal and corporate services to it. See “Item 7. Major Shareholders and Related Party Transactions—B.A. Related Party Transactions.”

On February 1, 2008, we entered into a surface rights agreement with Compañía Minera Ares S.A.C., pursuant to which we lease a plot of land adjacent to our headquarters to our affiliate, Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. See “Item 7. Major Shareholders and Related Party Transactions—B.A. Related Party Transactions.”

On June 30, 2008, we entered into a property lease agreement with ASPI pursuant to which we lease part of our headquarters as office space to ASPI. See “Item 7. Major Shareholders and Related Party Transactions—B.A. Related Party Transactions.”

On June 3, 2010, we entered into a long-term electricity supply agreement with Electroperú, a government-owned company, which expires in July 2020, to serve the electricity requirements of our Pacasmayo facility. Electroperú has agreed to provide us with sufficient energy to operate our Pacasmayo facility at pre-determined maximum amounts during the term of the contract. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. purchase price index, the global price of oil, the local price of natural gas and the import price of bituminous coal. We entered into an addendum to this agreement, effective February 1, 2016, which extends the term of the agreement until December 31, 2025, reduces the prices for the 2016-2020 period and establishes new prices for the 2020-2025 period. See “Item 4. Information on the Company—A. History and Development of the Company—Raw Materials and Energy Sources.”

On December 27, 2011, we entered into a secured loan with BBVA Banco Continental in the amount of S/202.2 million (US$75 million) accruing interest at an annual rate of 6.37% for the first year, 6.64% for the second year and 7.01% for the following years, and maturing in December 2018. The loan is secured by our current collateral trust, which holds substantially all of our assets at our Pacasmayo facility and our Acumulación Tembladera quarry. This loan was paid in full in February 2013. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”


On February 8, 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023, in our inaugural international bond offering, pursuant to an indenture. A portion of the proceeds were used to prepay amounts outstanding our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used to cover a portion of the capital expenditures we expect to incur in connection with the construction and development of the new Piura plant and our cement business. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

 

D.D.Exchange Controls

Since August 1990, there have been no exchange controls in Peru and all foreign exchange transactions are based on free market exchange rates. Prior to August 1990, the Peruvian foreign exchange market consisted of several alternative exchange rates. Additionally, during the 1990s, the Peruvian currency experienced a significant number of large devaluations, and Peru has consequently adopted, and operated under, various exchange rate control practices and exchange rate determination policies, ranging from strict control over exchange rates to market determination of rates. Current Peruvian regulations on foreign investment allow the foreign holders of equity shares of Peruvian companies to receive and repatriate 100%100 percent of the cash dividends distributed by such companies. Such investors are allowed to purchase foreign exchange at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction.

 

E.E.Taxation

The following summary contains a description of certain Peruvian and United States federal income tax consequences of the acquisition, ownership and disposition of common shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase common shares or ADSs. The summary is based upon the tax laws of Peru and regulations thereunder and on the tax laws of the United States and regulations thereunder as in effect on the date hereof, which are subject to change.

Prospective holders of common shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of common shares or ADSs in their particular circumstances.

Peruvian Tax Considerations

The following are the principal tax consequences of ownership of common shares or ADSs by non-resident individuals or entities (“Non-Peruvian Holders”) as of the date hereof. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect the tax consequences to holders of common shares or ADSs and could alter or modify the conclusions set forth herein. This summary is not intended to be a comprehensive description of all the tax consequences of acquisition, ownership and disposition of common shares or ADSs and does not describe any tax consequences arising under the laws of any taxing jurisdiction other than Peru or applicable to a resident of Peru or to a person with a permanent establishment in Peru.

For purposes of Peruvian taxation:

 

individuals are residents of Peru, if they are Peruvian nationals who have established their principal place of residence in Peru or if they are foreign nationals with a permanence in Peru of 183 days in any 12-month period (the condition of Peruvian resident can only be acquired as of the 1st of January of the year following the fulfillment of residence conditions); and

legal entities are residents of Peru if they are established or incorporated in Peru.

Changes to Peruvian tax law

In December 2016, the Peruvian governmentGovernment approved an increase inof the income tax rate from 28% to 29.5% to be effective from as of January 1, 2017.2017 onwards.

Cash Dividends and Other Distributions

Cash dividends paid with respect to common shares and amounts distributed with respect to ADSs are currently subject to a Peruvian withholding tax, at a rate of 5% of the dividend paid. In December 2016, the Peruvian government approved the decrease in the withholding tax rate on dividendsdividend paid from 6.8% to 5% effective in 2017. As a general rule, the distribution of additional common shares representing profits, distribution of shares which differ from the distribution of earnings or profits, as well as the distribution of preemptive rights with respect to common shares, which are carried out as part of a pro rata distribution to shareholders, will not be subject to Peruvian tax or withholding taxes.


Capital Gains

Pursuant to Article 6 of the Peruvian income tax law, individuals and entities resident in Peru are subject to Peruvian income tax on their worldwide income while Non-Peruvian Holders are subject to Peruvian income tax on Peruvian source income only.

The general rule of the Peruvian income tax lawLaw of Income Tax in Peru provides that income derived from the disposal of securities issued by Peruvian entities is considered Peruvian source income and is therefore subject to capital gainincome tax. Peruvian income tax law also provides that capital gains resulting from the disposal of American Depositary Receipts (“ADRs”)ADSs that represent shares issued by Peruvian entities are considered Peruvian source income and therefore also subject to Peruvian capital gainincome tax. Peruvian income tax law also provides that taxable income resulting from the disposal of securities is determined by the difference between the sale price of the securities at market value and the tax basis.

Notwithstanding the foregoing, capital gains resulting from the disposal of ADSs or beneficial interest in ADSs that represent shares issued by a Peruvian entity are not considered Peruvian source income as long as the ADSs issued by the foreign depositary are held in the name of a nominee and such ADSs are not transferred to a third party as a result of the disposal of the ADSs.

In the event ADSs are exchanged into common shares and such common shares are disposed of, capital gains resulting therefrom will be subject to an income tax rate of either 5% or 30%, depending on where the transaction takes place. If the transaction is consummated in Peru, the income tax rate is 5%; if the transaction is consummated outside of Peru, capital gains are taxed at a rate of 30%. Peruvian income tax law regulations have stated that transactions are deemed to be consummated in Peru if the common shares are transferred through the Lima Stock Exchange. Any gain resulting from the conversion of ADSs into common shares or common shares into ADSs will not be subject to taxation in Peru.

Any Non-Peruvian Holder who disposesacquires common shares will have the following tax basis: (i) for common shares purchased by the transferor, the acquisition price paid for the shares; (ii) for common shares received by the transferor as a result of Peruvian securities (commona share capital increase because of a capitalization of net profits, the face or nominal value of such common shares; (iii) for other common shares received free of any payment, the stock market value of such shares if listed on the Lima Stock Exchange or, ADRs) must request aif not, the face or nominal value of such common shares and (iv) for common shares of the same type acquired at different opportunities and at different values, the tax basis certification fromwill be the weighted average cost. In cases where common shares are sold by Non-Peruvian Holders outside the Lima Stock Exchange, the tax basis must be certified by the Peruvian Tax Authoritytax administration prior to the time payment is made to such Non-Peruvian Holder (except when the transaction is executed withintransferor; otherwise it would not be possible to deduct the Lima Stock Exchange). Thetax basis and a 30% Peruvian income tax would apply to the total sale price. Under Peruvian income tax law, tax basis certification is providedgranted by the tax authorities within 30 days counted from the date of the application (which application must contain supporting evidence with respect to the tax basis) is made by the transferor. If the Tax Authority doestax authorities do not respond within such 30 day period, the tax basis presented for approval by the transferor is deemed automatically approved.

Capital gains obtained by the transfer of securities (common shares or ADRs) may be subject to either 5% or 30% capital gain tax, depending on where the transaction takes place. If the transaction is executed in Peru, the capital gain tax rate is 5%; where the transaction is executed outside of Peru (including a foreign stock exchange), capital gains are taxed at a rate of 30%. Any gain resulting from the conversion of ADRs into common shares or common shares into ADRs will not be subject to taxation in Peru.

Notwithstanding the above, there is a temporary regime enacted byOn December 31, 2010, Law No. 30341 on December 12, 2015 which took effect on January 1, 2016, and Legislative Decree No. 1262, which complements Law No. 3034129645 was enacted and took effect onfrom January 1, 2017. Said regime2011. This law states that in transactions relating to Peruvian securities through the Lima Stock Exchange, CAVALI S.A. ICLV (the Peruvian clearing house) will beact as withholding agent to the extent that such transactions are settled in effect until December 31, 2019 undercash through CAVALI’s account (liquidación en efectivo). The implementing regulations of Law No. 29645 enacted on July 9, 2011 provide that CAVALI began acting as a withholding agent as from November 1, 2011. As a result, while such regulations do not apply to securities transferred though the Lima Stock Exchange by a Non-Peruvian Holder, such transferor must still self-assess and pay its income tax liability directly to Peruvian tax authorities within the first 12 working days following the month in which capital gains resulting from the transferPeruvian source income was earned. With respect to transactions of Peruvian securities (shares or ADRs)conducted through the Lima Stock Exchange that are exemptedsettled directly without CAVALI’s intervention (liquidación directa), Non-Peruvian Holders are required to self-assess and pay income taxes directly to the Peruvian tax authorities within the first 12 working days following the month in which income from tax provided the following conditions are met:

a)The transaction is executed through the Lima Stock Exchange.

b)The seller and its related parties must not transfer 10% or more of the shares or ADRs within a 12-month period.

c)The securities have stock market presence.

a Peruvian source was earned. Finally, if the purchaser is resident in Peru and the sale is not performed through the Lima Stock Exchange, the purchaser will act as withholding agent.

Nevertheless, Law No. 30,341 was enacted on December 12, 2015 and took effect on January 1, 2016, and Legislative Decree No. 1262, which complements Law No. 30,341 took effect on January 1, 2017. Such law, which will be in effect until December 31, 2019, regulates an exception to a general rule. The exemption regulated in the law applies to the income from the sale of shares and other securities representing shares made through a centralized negotiation mechanism supervised by the Superintendency of Securities, where the shares disposed of are not 10% or more of the shares issued by a specific company.

Law No. 30,341 and the amendment through Legislative Decree No. 1262 includes the following provisions:

Securities covered by the exemption:

ØAmerican Depositary Receipts (ADR) and Global Depositary Receipts (GDRs);

ØExchange Trade Fund (ETF) units having underlying shares and / or debt securities as underlying;


ØDebt securities;

ØCertificates of participation in mutual funds for investment in securities;

ØCertificates of participation in in Investment Fund in Real Estate Income (FIRBI) and certificates of participation in Trust for Securitization for Investment in Real Estate Income (FIBRA); and

ØNegotiable invoices.

Requirements for application of the exemption:

ØNo transfer of 10% or more of the shares or securities representing shares in a period of twelve (12) months. In the case of ADRs and GDRs, this requirement will be determined by considering the underlying shares;

ØIn the case of shares or securities representing shares, the calculation of the percentage shall be determined based on the total number of shares of capital or account of investment shares at the time of disposal;

ØThe law indicates those operations to be considered for calculating this percentage, as well as those that do not;

ØThe securities must have a stock market presence. To determine if the securities have a stock market presence, the following shall be taken into account;

ØWithin 180 business days prior to the transfer, the number of days in which the daily negotiated amount has exceeded the limit established in the regulation shall be determined. This limit cannot be less than four (4) Tax Units (ITU) and will be established considering the volume of transactions that take place in the centralized negotiation mechanisms;

ØThe number of days determined according to what is indicated in the previous section will be divided between 180 and multiplied by 100; and

ØThe result cannot be less than the limit established by the regulation. This limit may not exceed thirty five percent (35%).

Loss of exoneration:

ØIf, after applying the waiver, the issuer delivers the values ​​of the Securities Registry of the Stock Exchange, in whole or in part, in an act or progressively, within the 12 months following the sale, the exoneration Applied with respect to the values listed; and

ØThose responsible for conducting the centralized trading mechanisms must notify SUNAT, in accordance with the procedure set forth in the regulations, of the securities whose registrations are canceled within 12 months of the sale.

Other Considerations

No Peruvian estate or gift taxes are imposed on the gratuitous transfer of ADSs or common shares. No stamp, transfer or similar tax applies to any transfer of ADSs or common shares, except for commissions payable by seller and buyer to the Lima Stock Exchange (0.15% of value sold), fees payable to the Peruvian Securities Commission (0.05% of value sold), brokers’ fees (about 0.05% to 1% of value sold) and Value Added Tax (at the rate of 18%) on commissions and fees. Any investor who sells its common shares on the Lima Stock Exchange will incur these fees and taxes upon purchase and sale of the common shares.

United States Federal Income Tax Considerations

The following are the material United States federal income tax consequences as of the date hereof to a United States Holder (as defined below) of the acquisition, ownership and disposition of our common shares and ADSs. Except where noted, this summary deals only with common shares and ADSs held as capital assets (generally, property held for investment). As used herein, the term “United States Holder” means a beneficial owner of common shares or ADSs that is for United States federal income tax purposes:

 

an individual citizen or resident of the United States;

 

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

an estate the income of which is subject to United States federal income taxation regardless of its source; or

 

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

 

a dealer in securities or currencies;

 

a financial institution;

 


a regulated investment company;

 

a real estate investment trust;

 

an insurance company;

a tax-exempt organization;

 

a person holding our common shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

 

a trader in securities that has elected the mark-to-market method of accounting for your securities;

 

a person liable for alternative minimum tax;

 

a person who owns or is deemed to own 10% or more of our voting stock;stock (by vote or value);

 

a partnership or other pass-through entity for United States federal income tax purposes;

a person required to accelerate the recognition of any item of gross income with respect to our common shares or ADSs as a result of such income being recognized on an applicable financial statement; or

 

a person whose “functional currency” is not the U.S. dollar.

The discussion below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. There is currently no income tax treaty between the United States and Peru that would provide for United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our common shares or ADSs, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common shares or ADSs, you should consult your tax advisors.

This summary does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the acquisition, ownership or disposition of our common shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

The gross amount of distributions on the ADSs or common shares (including amounts withheld to reflect Peruvian withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.

To the extent that the amount of any distribution (including amounts withheld to reflect Peruvian withholding taxes) exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or common shares, and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend. Such dividends (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A non-United States corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on common shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs, which are listed on the New York Stock Exchange, but not our common shares, are readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our common shares that are represented by ADSs, but not our common shares that are not so represented, will meet such conditions required for the reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate United States Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.


The amount of any dividend paid insoles will equal the U.S. dollar value of thesoles received, calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs, regardless of whether thesoles are converted into U.S. dollars at that time. If thesoles received as a dividend are converted into U.S. dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If thesoles received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in thesoles equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of thesoles will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations, Peruvian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or common shares will be treated as foreign source income and will generally constitute passive category income. However, in certain circumstances, if you have held the ADSs or common shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for any Peruvian withholding taxes imposed on dividends paid on the ADSs or common shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Peruvian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of ADSs or common shares in an amount equal to the difference between the amount realized for the ADSs or common shares and your tax basis in the ADSs or common shares. Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate United States Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

If Peruvian income tax is withheld on the sale or other disposition of our ADSs or common shares, your amount realized will include the gross amount of the proceeds of that sale or other disposition before deduction of the Peruvian income tax. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, in the case of gain from the disposition of ADSs or common shares that is subject to Peruvian income tax, you may not be able to benefit from the foreign tax credit for that Peruvian income tax (i.e., because the

gain from the disposition would be United States source), unless you can apply the credit (subject to applicable limitations) against United States federal income tax payable on other income from foreign sources. Alternatively, you may take a deduction for the Peruvian income tax if you do not take a credit for any foreign taxes paid or accrued during the taxable year. You are urged to consult your tax advisors regarding the tax consequences if Peruvian income tax is imposed on a disposition of ADSs or common shares, including the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (“PFIC”), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the ADSs or common shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us (as discussed above under “Taxation of Dividends”), if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or common shares and the proceeds from the sale, exchange or redemption of our ADSs or common shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of our ADSs or common shares. You should consult your own tax advisors concerning the overall tax consequences to you, including the consequences under laws other than United States federal income tax laws, of an investment in our ADSs or common shares.

 


F.F.Dividends and Paying Agents

Not applicable.

 

G.G.Statement by Experts

Not applicable.

 

H.H.Documents on Display

We make our filings in electronic form under the EDGAR filing system of the SEC. Our filings are available through the EDGAR system at www.sec.gov. In addition, our filings are available to the public over our website www.cementospacasmayo.com.pe. Such filings and other information on our website are not incorporated by reference in this annual report. You may request a copy of this filing, and any other report, at no cost, by writing to us at the following address or telephoning us:

Investor Relations Department

Calle La Colonia 150,

Urbanización El Vivero, Surco,

Lima, PeruPeru. 

Tel.: + (511) 317-6000

E-mail: cbustamante@cpsaa.com.pe

 

I.I.Subsidiary Information

See note 1 to our consolidated financial statements included in this annual report for a description of our subsidiaries.

 

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a description of our market risks, see note 29 to our consolidated financial statements included in this annual report.

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

A.A.Debt Securities

Not applicable.

 

B.B.Warrants and Rights

Not applicable.

 

C.C.Other Securities

Not applicable.

 

D.D.American Depositary Shares

Fees and expenses

JPMorgan Chase Bank, N.A., as depositary, pursuant to our Deposit Agreement, dated as of February 7, 2012, as amended by Amendment No. 1 theretoand the amendment dated as of February 21, 2017 (the(as so amended the “Deposit Agreement”), may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of common shares, issuances in respect of common share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADSs or American Depositary Receipts representing ADSs (“ADRs”) are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a common share distribution, rights and/or other distribution prior to such deposit to pay such charge.


The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing common shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable:

 

a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

a fee of US$0.05 or less per ADS for any cash distribution made pursuant to the deposit agreement;

 

a fee of US$1.500.05 or less per ADRADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or ADRs for transfersrecord dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

reimbursement of certificated such fees, charges and expenses as are incurred by the depositary and/or direct registration ADRs;any of the depositary’s agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the common shares or other deposited securities, the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were common shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

 

a fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary’s agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the common shares or other deposited securities, the sale of securities (including, without limitation, the deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

stock transfer or other taxes and other governmental charges;

 

SWIFT, cable telex and facsimile transmission and delivery charges incurred at your request in connection with the requestdeposit or delivery of persons depositing, or holders delivering common shares, ADRs or deposited securities;shares;

 

transfer or registration fees for the registration orof transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and

 

expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. The amounts of reimbursements available to us are not based upon the amounts of fees the depositary collects from investors. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing common shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting on their behalf. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

The Deposit Agreement is filed as Exhibit 2.2 to this annual report, and Amendment number 1 to the Deposit Agreement is filed as Exhibit 2.3 toincorporated by reference in this annual report. We encourage you to review this document carefully if you are a holder of ADRs.

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. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Dispute Resolution.”

 


ITEM 15.CONTROLS AND PROCEDURES

 

A.A.Disclosure Controls and Procedures

As of the end of the period covered by this annual report, the Company’s management, with the participation of theour Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e)13a-15€ and 15d-15(e)15d-15€ of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016,2017, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

 

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not necessarily prevent or detect some misstatements. It can only provide reasonable assurance regarding financial statement preparation and presentation. Also, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the polices or procedures may deteriorate over time.

Management assessed the effectiveness of its internal control over financial reporting for the year ended December 31, 2016.2017. The assessment was based on criteria established in the framework “Internal Controls—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013(1992 Framework) (COSO). Based on thethis assessment, our management has concluded that as of December 31, 2016,2017, our internal control over financial reporting was effective.

The effectiveness of internal control over financial reporting as of December 31, 20162017, has been audited by Paredes, Burga & Asociados SCRL, member firm of EY (former(formerly Ernst & Young), an independent registered public accounting firm, as stated in their attestation report, which is included under “Item 15—Controls and Procedures—C. Attestation Report of Independent Registered Public Accounting Firm.”

 

C.C.Report of the Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A. and Subsidiaries

subsidiaries

Opinion on the Financial Statements

We have audited Cementos Pacasmayo S.A.A. and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Cementos Pacasmayo S.A.A. and Subsidiaries’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Cementos Pacasmayo S.A.A. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated statements of financial position of Cementos Pacasmayo S.A.A. and subsidiaries (the Company) as of December 31, 20162017 and 2015,2016, and the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the consolidated results of Cementos Pacasmayo S.A.A.its operations and subsidiariesits cash flows for each of the three years in the period ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) the Company´s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 28, 2017,27, 2018 expressed an unqualified opinion thereon.

Lima,

Basis for Opinion

These consolidated financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Likewise, we are a public accounting firm registered with the Peruvian Board of Public Accountants Associations and are required to be independent with respect to the Company in accordance with International Auditing Standards approved for its application in Peru by the Peruvian Board of Public Accountants Associations.

April 28, 2017


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Paredes, Burga & Asociados Sociedad Civil de Responsabilidad Limitada

Countersigned by:

A member practice of

Ernst & Young Global Limited

/S/s/ Carlos Valdivia

C.P.C.C. Register No. 27255

Paredes, Burga & Asociados Sociedad Civil de Responsabilidad Limitada Lima, Peru.

We have served as the Company’s auditor since 2002.

Lima, Peru

April 27, 2018. 

  

D.D.Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.[RESERVED]

 

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

The

Our Board of Directors has determined that Mrs.Ms. Hilda Ochoa-Brillembourg and Mr. Marco Antonio Zaldivar, members of the audit committee, meet the requirements of aare “financial expert,experts,” as set forthsuch term is defined in the SEC rules. We have determined that Ms. Hilda Ochoa- BrillembourgOchoa-Brillembourg and Mr. Felipe Ortiz de Zevallos and Mr. Marco Antonio Zaldívar are independent under the standards of the New York Stock Exchange listing rules and Rule 10A-3 under the Exchange Act. Mr. Marco Antonio Zaldívar will also be considered independent under the standards of the New York Stock Exchange Listing rules and Rule 10A-3 under the Exchange Act when he becomes a member of the audit committee in May 2017.

 

ITEM 16B.CODE OF ETHICS

We have adopted a code of ethics that applies to our directors, officers and employees. Our code of ethics is available on our websitehttp://www.cementospacasmayo.com.pe.www.cementospacasmayo.com.pe. Information on our website is not incorporated by reference in this annual report.

If we make any substantive amendment to theour code of ethics or if we grant any waivers, including any implicit waiver, from a provision of the code of ethics, we will disclose the nature of such amendment or waiver inby filing a current report on a Form 6-K or in our subsequent annual report on Form 20-F to be filed with the SEC. During the year ended December 31, 2016,2017, no such amendment was made nor did we grant any waiver to any provision of our code of ethics.

 

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

The following table presents the aggregate fees for professional services and other services rendered by our independent auditors, Paredes, Burga & Asociados SCRL, member firm of EY (formerly Ernst & Young), responsible for auditing the annual consolidated financial statements included in the annual report, during the fiscal years ended December 31, 20162017 and 2015.2016.

       
  

Year Ended December 31,

 

(in thousands of S/)

 

2017

  

2016

 
       
Audit fees  1,332   1,491 
Tax fees  358   196 
Total fees  1,690   1,687 

  

   Year Ended December 31, 

(in thousands of S/)

  2016   2015 

Audit fees

   1,491    1,516 

Audit-related fees

   —      —   

Tax fees

   196    232 

All other fees

   —      —   
  

 

 

   

 

 

 

Total fees

   1,687    1,748 
  

 

 

   

 

 

 

Audit fees in the above table are the aggregate fees billed and billable by our independent auditors in connection with the audit of our annual consolidated financial statements and review of our quarterly financial information.

Tax fees in the above table are fees billed relating to tax compliance services.

Our audit committee is responsible for the oversight of the independent auditors and has established pre-approval procedures for the engagement of its independent registered public accounting firm for audit and non-audit services. Such services can only be contracted if they are approved by the audit committee, they comply with the restriction provided under applicable rules and they do not jeopardize the independence of our auditors.

 

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

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

Below is a list of purchases of investment shares by the Company or affiliated purchasers.

Period

  Total
Number of
Shares
Purchased
   Average
Price Paid
Per Share
   Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
   Maximum
Number (or
Approximate
Dollar Value)
of Shares
that May Yet
Be Purchased
Under the
Plans or
Programs
 

October 2015

   37,276,580    S/    2.90    —      —   

January 2017

   7,911,845    S/    4.32    —      —   

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

 

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.CORPORATE GOVERNANCE

We are a “foreign private issuer” within the meaning of the New York Stock Exchange corporate governance standards. Under New York Stock Exchange rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange.

We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. There are significant differences in the Peruvian corporate governance practices as compared to those followed by United States domestic companies under the New York Stock Exchange’s listing standards.

The New York Stock Exchange listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors.

The listing standards for the New York Stock Exchange also require that U.S. listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors.

In addition, New York Stock Exchange rules require the independent non-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law.

The New York Stock Exchange’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In November 2013, the Peruvian Securities Commission and a committee comprised of regulatory agencies and associations prepared and published a list of suggested non-mandatory corporate governance guidelines called the “Good Corporate Governance Code for Peruvian Companies.” These principles are disclosed on the Peruvian Securities Commission web page at http:// http://www.smv.gob.pe/ and the Lima Stock Exchange web page at http://www.bvl.com.pe. Although we have implemented a number of these measures and have been selected to formare part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, we are not required to comply with the referred corporate governance guidelines by law or regulation, only to disclose whether or not we are in compliance.


ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.

PART III

 

ITEM 17.ITEM 17.FINANCIAL STATEMENTS

Not applicable.

 

ITEM 18.FINANCIAL STATEMENTS

See our consolidated financial statements beginning at page F-1. Our financial statements have been prepared in accordance with IFRS as issued by the IASB.

 

ITEM 19.EXHIBITS

 

Exhibit

Number

 

NumberDescription of Document

 1.1 
1.1Amended and Restated By-laws of the Registrant, as currently in effect,
incorporated by reference to Exhibit 1.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 1, 2017 (File No. 001-35401)
 2.1 
2.1Registrant’s Form of American Depositary Receipt, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 filed with the SEC on February 21, 2017January 6, 2012 (File No. 333-178922)
 2.2 
2.2Deposit Agreement dated January 19, 2012 among the Registrant, J.P. Morgan Chase N.A., as depositary, and the holders from time to time of American depositary shares issued thereunder, incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F-1 filed with the SEC on January 6, 2012 (File No. 333-178922)
 2.3 
2.2AAmendment No.N°. 1, dated as of February 21, 2017, to the Deposit Agreement dated as of February 7, 2012, among the Registrant, J.P. Morgan Chase Bank, N.A., as depositary, and theall holders from time to time of American depositary receipts issued thereunder,
incorporated by reference to the Registrant’s Registration Statement on Form F-6 filed with the SEC on February 21, 2017 (File No. 333-216152)
 2.4 
2.3Indenture, dated as of February 8, 2013, among the Registrant, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas incorporated by reference to Exhibit 2.3 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2014 (File No. 001-35401)
 4.1 
4.1Power Supply Agreement, dated June 3, 2010, between the Registrant and Electroperú S.A., incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2012 (File No. 001-35401)
 4.2 
4.2Contract of General Management and Provision of Services, dated December 31, 2007, between the Registrant and Inversiones ASPI S.A. (formerly Inversiones Pacasmayo S.A.), incorporated by reference to Exhibit 4.2 of10.2 to the Registrant’s Annual ReportRegistration Statement on Form 20-FF-1 filed with the SEC on April 30,January 6, 2012 (File No. 001-35401)
333-178922)
 4.3 
4.3Property Lease Agreement, dated June 30, 2008, between the Registrant and Inversiones ASPI S.A. (formerly Inversiones Pacasmayo S.A.), incorporated by reference to Exhibit 4.3 of10.3 to the Registrant’s Annual ReportRegistration Statement on Form 20-FF-1 filed with the SEC on April 30,January 6, 2012 (File No. 001-35401)
333-178922)
 4.4 
4.4Surface Rights Agreement, dated February 1, 2008, between the Registrant and Compañía Minera Ares S.A.C., incorporated by reference to Exhibit 4.4 of10.4 to the Registrant’s Annual ReportRegistration Statement on Form 20-FF-1 filed with the SEC on April 30,January 6, 2012 (File No. 001-35401)
333-178922)
 4.5 
4.5

Addendum, effective February 1, 2016, to the Power Supply Agreement, dated June 3, 2010, between the Registrant and Electroperú S.A., incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 29, 20152016 (File No. 001-35401)


8.1List of Subsidiaries incorporated by reference to Exhibit 8.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2016 (File No. 001-35401)
 4.6 Addemdum, effective as of January 1, 2017, to Power Supply Agreement dated January 2, 2011, between the Registrant and Electro Oriente S.A.
  8.112.1 ListCertification of Subsidiaries
12.1

Certificationof the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2 
12.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1* 
13.1*Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer
13.2* 
13.2*Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer

*This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.


SIGNATURES

SIGNATURES

The registrant hereby 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 Form 20-F on its behalf.

CEMENTOS PACASMAYO S.A.A.
By:By:

/s/ Humberto Nadal delDel Carpio

Name:Name:Humberto Nadal Del Carpio
Title:Title:Chief Executive Officer
By:By:

/s/ Manuel BartoloméBartolome Ferreyros Peña

Name:Name:Manuel BartoloméBartolome Ferreyros Peña
Title:Title:Chief Financial Officer

Date: April 28, 2017

27, 2018

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated financial statements as of December 31, 2016 and 2015 together with the


Report of Independent Registered Public Accounting Firm

Contents

Page

Report of Independent Registered Public Accounting Firm

F-1

Consolidated financial statements

Consolidated statements of financial position

F-3

Consolidated statements of profit or loss

F-4

Consolidated statements of other comprehensive income

F-5

Consolidated statements of changes in equity

F-6

Consolidated statements of cash flows

F-7

Notes to the consolidated financial statements

F-9


Report of Independent Registered Public Accounting Firm

To theBoardthe Shareholders and the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A. and Subsidiariessubsidiaries

Opinion on Internal Control over Financial Reporting 

We have audited Cementos Pacasmayo S.A.A. and subsidiaries internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the accompanyingCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Cementos Pacasmayo S.A.A. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of Cementos Pacasmayo S.A.A. and Subsidiaries (together the “Company”)Company as of December 31, 20162017 and 2015, and2016, the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2016. These consolidated2017, and the related notes and our report dated April 27, 2018, expressed an unqualified opinion thereon.

Basis for Opinion 

The Company’s management is responsible for maintaining effective internal control over financial statements are the responsibilityreporting and for its assessment of the Company’s Management.effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidatedthe Company’s internal control over financial statementsreporting based on our audits.audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Likewise, we are a public accounting firm registered with the Peruvian Board of Public Accountants Associations and are required to be independent with respect to the Company in accordance with International Auditing Standards approved for its application in Peru by the Peruvian Board of Public Accountants Associations.


We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the consolidated financial statements are free fromrisk that a material misstatement. An audit includes examining,weakness exists, testing and evaluating the design and operating effectiveness of internal control based on a test basis, evidence supporting the amountsassessed risk, and disclosuresperforming such other procedures as we considered necessary in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinion.

In our opinion,

Definition and Limitations of Internal Control Over Financial Reporting 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the consolidatedreliability of financial reporting and the preparation of financial statements referred to above, present fairly, in all material respects, the consolidated financial position of Cementos Pacasmayo S.A.A. and subsidiaries as of December 31, 2016 and 2015 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016,external purposes in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (IASB).

Report of Independent Registered Public Accounting Firm (continue)

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cementos Pacasmayo S.A.A. and subsidiaries’Standard Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of December 31, 2016, based on criteria establishedfinancial statements in Internal Control – Integrated Frameworkaccordance with International Financial Reporting Standards, as issued by the Committee of Sponsoring OrganizationsInternational Accounting Standard Board, and that receipts and expenditures of the Treadway Commission (2013 framework)company are being made only in accordance with authorizations of management and our report dated April 28, 2017 expressed an unqualified opinion thereon.directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Lima, Peru,

April 28, 2017Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Paredes, Burga & Asociados Sociedad Civil de Responsabilidad Limitada

Signed by:A member practice of 

Ernst & Young Global Limited

 

/s/ Carlos Valdivia

Carlos Valdivia Valladares
C.P.C.C. Register No.27255

Paredes, Burga & Asociados Sociedad Civil de Responsabilidad Limitada 

We have served as the Company’s auditor since 2002. 

Lima, Peru, 

April 27, 2018 


Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of financial position

As of December 31, 20162017 and 20152016

 

 Note 2017 2016 
  Note   2016 2015  S/(000) S/(000) 
      S/(000) S/(000) 

Asset

     

Current asset

     
Assets           
Current assets           

Cash and cash equivalents

   6    80,215  158,007  6   49,216   80,215 

Trade and other receivables

   7    81,121  110,897  7   99,518   81,121 

Income tax prepayments

     46,546  44,910      27,755   46,546 

Inventories

   8    346,535  307,478  8   373,020   346,535 

Prepayments

     7,909  7,188      3,846   7,909 
    

 

  

 

 

Total current asset

     562,326  628,480 
    

 

  

 

 
Total current assets     553,355   562,326 

Assets held for distribution

   1    338,411   —    1.1      338,411 
    

 

  

 

 

Non-current asset

     
Non-current assets           

Trade and other receivables

   7    25,120  64,145  7   16,207   25,120 

Prepayments

     1,222  1,432      533   1,222 

Available-for-sale financial investments

   9    657  436  9   21,206   657 

Derivative financial instruments

   30    69,912  124,770  30   489   69,912 

Property, plant and equipment

   10    2,273,048  2,490,815  10   2,208,553   2,273,048 

Exploration and evaluation assets

   11    43,028  81,862 
Exploration, evaluation and intangible assets 11   13,416   43,028 

Deferred income tax assets

   15    6,350  21,077  15   142   6,350 

Other assets

     549  777      214   549 
    

 

  

 

 

Totalnon-current asset

     2,419,886  2,785,314 
    

 

  

 

 

Total asset

     3,320,623  3,413,794 
    

 

  

 

 

Liability and equity

     
Total non-current assets     2,260,760   2,419,886 
Total assets     2,814,115   3,320,623 
Liabilities and equity           

Current liabilities

                

Trade and other payables

   12    142,773  170,761  12   177,995   142,773 

Income tax payable

     3,464  3,906      2,431   3,464 

Provisions

   13    31,711  28,880  13   24,575   31,711 
    

 

  

 

 

Total current liabilities

     177,948  203,547      205,001   177,948 
    

 

  

 

 

Liabilities directly related to assets held for distribution

   1    2,704   —    1.1      2,704 
    

 

  

 

 

Non-current liabilities

                

Interest-bearing loans and borrowings

   14    998,148  1,012,406  14   965,290   998,148 

Othernon-current provisions

   13    22,042  32,638  13   28,293   22,042 

Deferred income tax liabilities

   15    139,752  119,069  15   108,823   139,752 
    

 

  

 

 

Totalnon-current liabilities

     1,159,942  1,164,113      1,102,406   1,159,942 
    

 

  

 

 

Total liability

     1,340,594  1,367,660 
    

 

  

 

 
Total liabilities     1,307,407   1,340,594 

Equity

   16     16         

Capital stock

     531,461  531,461      423,868   531,461 

Investment shares

     50,503  50,503      40,279   50,503 

Treasury shares

     (108,248 (108,248     (119,005)  (108,248)

Additionalpaid-in capital

     545,165  553,466      432,779   545,165 

Legal reserve

     188,075  176,458      160,686   188,075 

Other reserves

     (16,602 11,649      (43,699)  (16,602)

Retained earnings

     677,086  727,765      611,652   677,086 
    

 

  

 

 

Equity attributable to equity holders of the parent

     1,867,440  1,943,054      1,506,560   1,867,440 

Non-controlling interests

     112,589  103,080      148   112,589 
    

 

  

 

 

Total equity

     1,980,029  2,046,134      1,506,708   1,980,029 
    

 

  

 

 

Total liability and equity

     3,320,623  3,413,794 
    

 

  

 

 
Total liabilities and equity     2,814,115   3,320,623 

The accompanying notes are an integral part of these consolidated financial statements.


Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of profit or loss

For the years ended December 31, 2017, 2016 2015 and 20142015

  Note  2017  2016  2015 
     S/(000)  S/(000)  S/(000) 
                
Sales of goods 17   1,225,639   1,240,169   1,231,015 
Cost of sales 18   (732,956)  (736,530)  (695,757)
Gross profit     492,683   503,639   535,258 
                
Operating income (expenses)               
Administrative expenses 19   (195,617)  (193,376)  (179,723)
Selling and distribution expenses 20   (46,567)  (39,899)  (31,481)
Impairment on brine project 1   (47,582)      
Other operating income (expense), net 22   (4,357)  2,444   3,913 
Total operating expenses, net     (294,123)  (230,831)  (207,291)
Operating profit     198,560   272,808   327,967 
                
Other income (expenses)               
Finance income 23   5,842   3,240   3,416 
Finance costs 24   (73,759)  (75,397)  (36,807)
(Loss) gain from exchange difference, net 5   (2,226)  (2,541)  12,194 
Total other expenses, net     (70,143)  (74,698)  (21,197)
Profit before income tax     128,417   198,110   306,770 
Income tax expense 15   (47,032)  (78,627)  (89,383)
Profit for the year from continuing operations     81,385   119,483   217,387 
                
Loss for the year from discontinued operations 1.1   (754)  (6,589)  (5,720)
Profit for the year     80,631   112,894   211,667 
                
Attributable to:               
Equity holders of the parent     93,782   116,174   215,532 
Non-controlling interests     (13,151)  (3,280)  (3,865)
      80,631   112,894   211,667 
Earnings per share 26             
Basic profit from continuing and discontinued operations attributable to equity holders of common shares and investment shares of Cementos Pacasmayo S.A.A. (S/ per share)     0.21   0.21   0.38 

 

   Note 2016  2015  2014 
     S/(000)  S/(000)  S/(000) 

Sales of goods

  17  1,240,169   1,231,015   1,242,579 

Cost of sales

  18  (736,530  (695,757  (724,148
   

 

 

  

 

 

  

 

 

 

Gross profit

    503,639   535,258   518,431 
   

 

 

  

 

 

  

 

 

 

Operating income (expenses)

     

Administrativeexpenses

  19  (193,376  (179,723  (185,546

Selling and distribution expenses

  20  (39,899  (31,481  (30,534

Net gain on sale ofavailable-for-sale financial investment

  9(b)  —     —     10,537 

Other operating income (expense), net

  22  2,444   3,913   (2,900
   

 

 

  

 

 

  

 

 

 

Total operating expenses, net

    (230,831  (207,291  (208,443
   

 

 

  

 

 

  

 

 

 

Operating profit

    272,808   327,967   309,988 
   

 

 

  

 

 

  

 

 

 

Other income (expenses)

     

Finance income

  23  3,240   3,416   11,268 

Finance costs

  24  (75,397  (36,807  (31,196

(Loss) gain from exchange difference, net

  5  (2,541  12,194   (14,686
   

 

 

  

 

 

  

 

 

 

Total other expenses, net

    (74,698  (21,197  (34,614
   

 

 

  

 

 

  

 

 

 

Profit before income tax

    198,110   306,770   275,374 

Income tax expense

  15  (78,627  (89,383  (78,836
   

 

 

  

 

 

  

 

 

 

Profit for the year from continuing operations

    119,483   217,387   196,538 
   

 

 

  

 

 

  

 

 

 

Loss for the year from discontinued operations

  1  (6,589  (5,720  (7,749
   

 

 

  

 

 

  

 

 

 

Profit for the year

    112,894   211,667   188,789 
   

 

 

  

 

 

  

 

 

 

Attributable to:

     

Equity holders of the parent

    116,174   215,532   192,827 

Non-controlling interests

    (3,280  (3,865  (4,038
   

 

 

  

 

 

  

 

 

 
    112,894   211,667   188,789 
   

 

 

  

 

 

  

 

 

 

Earnings per share

  26   

Basic and diluted profit from continuing and discontinued operations attributable to equity holders of common shares and investment shares of Cementos Pacasmayo S.A.A. (S/ per share)

    0.21   0.38   0.33 

The accompanying notes are an integral part of these consolidated financial statements.


Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of other comprehensive income

For the years ended December 31, 2017, 2016 2015 and 20142015

 

  Note 2016 2015 2014  Note 2017 2016 2015 
    S/(000) S/(000) S/(000)  S/(000) S/(000) S/(000) 
               

Profit for the year

   112,894  211,667  188,789      80,631   112,894   211,667 
   

 

  

 

  

 

 
               

Other comprehensive income

                    

Other comprehensive income to be reclassified to profit or loss in subsequent periods (net of income tax):

                    

Change in fair value ofavailable-for-sale financial investments

   9(a)  221  (308 (16,378 9(a)   37   221   (308)

Net (loss) gain on cash flows hedges

   30(b)  (39,511 10,832  4,926  30(b)  (38,230)  (39,511)  10,832 

Deferred income tax related to component of other comprehensive income

   15  11,039  (4,019 8,088  15   11,339   11,039   (4,019)

Transfer to profit or loss of fair value ofavailable-for-sale financial investments sold

   9(b)   —     —    (10,537 9(c)  (243)      
   

 

  

 

  

 

 

Other comprehensive income for the year, net of income tax

   (28,251 6,505  (13,901
   

 

  

 

  

 

 
Other comprehensive income (loss) for the year, net of income tax     (27,097)  (28,251)  6,505 
               

Total comprehensive income for the year, net of income tax

   84,643  218,172  174,888      53,534   84,643   218,172 
   

 

  

 

  

 

 
               

Total comprehensive income attributable to:

                    

Equity holders of the parent

   87,923  222,037  178,926      66,685   87,923   222,037 

Non-controlling interests

   (3,280 (3,865 (4,038     (13,151)  (3,280)  (3,865)
   

 

  

 

  

 

                
   84,643  218,172  174,888      53,534   84,643   218,172 
   

 

  

 

  

 

 

The accompanying notes are an integral part of these consolidated financial statements.


Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of changes in equity

For the years ended December 31, 2017, 2016 2015 and 20142015

 

 Attributable to equity holders of the parent     
 Attributable to equity holders of the parent    Capital
stock
 Investment
shares
 Treasury shares Additional paid-in capital Legal
reserve
 Unrealized gain (loss) on available-for-sale investments Unrealized gain on cash flow hedge Retained
earnings
 Total Non-controlling interests Total
equity
 
 Capital
stock
 Investment
shares
 Treasury
shares
 Additional
paid-in
capital
 Legal
reserve
 

Unrealized
gain (loss) on
available-for-

sale
investments

 Unrealized
gain on
cash flow
hedge
 Retained
earnings
 Total Non-controlling
interests
 Total
equity
  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
 S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000)                         

Balance as of January 1, 2014

 531,461  50,503   —    556,294  119,833  19,045   —    653,704  1,930,840  78,630  2,009,470 
Balance as of January 1, 2015  531,461 50,503  553,791 154,905 218 4,926 696,736 1,992,540 78,145 2,070,685 

Profit for the year

  —     —     —     —     —     —     —    192,827  192,827  ��(4,038 188,789          215,532 215,532 (3,865) 211,667 

Other comprehensive income

  —     —     —     —     —    (18,827 4,926   —    (13,901  —    (13,901            (229) 6,734    6,505    6,505 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

  —     —     —     —     —    (18,827 4,926  192,827  178,926  (4,038 174,888 

Appropriation of legal reserve, note 16(e)

  —     —     —     —    33,402   —     —    (33,402  —     —     —   

Terminated dividends, note 16(g)

  —     —     —     —    1,670   —     —     —    1,670   —    1,670 

Dividends, note 16(g)

  —     —     —     —     —     —     —    (116,393 (116,393  —    (116,393

Contribution ofnon-controlling interests, note 16(h)

  —     —     —     —     —     —     —     —     —    1,050  1,050 

Other adjustments ofnon-controlling interests, note 16(h)

  —     —     —    (2,503  —     —     —     —    (2,503 2,503   —   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of December 31, 2014

 531,461  50,503   —    553,791  154,905  218  4,926  696,736  1,992,540  78,145  2,070,685 

Profit for the year

  —     —     —     —     —     —     —    215,532  215,532  (3,865 211,667 

Other comprehensive income

  —     —     —     —     —    (229 6,734   —    6,505   —    6,505 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

  —     —     —     —     —    (229 6,734  215,532  222,037  (3,865 218,172        (229) 6,734 215,532 222,037 (3,865) 218,172 
                        

Appropriation of legal reserve, note 16(e)

  —     —     —     —    21,553   —     —    (21,553  —     —     —         21,553   (21,553)    

Acquisition of treasury shares, note 16(c)

  —     —    (108,248  —     —     —     —     —    (108,248  —    (108,248    (108,248)      (108,248)  (108,248)

Dividends, note 16(g)

  —     —     —     —     —     —     —    (162,950 (162,950  —    (162,950         (162,950) (162,950)  (162,950)

Contribution ofnon-controlling interests, note 16(h)

  —     —     —     —     —     —     —     —     —    28,475  28,475            28,475 28,475 

Other adjustments ofnon-controlling interests, note 16(h)

  —     —     —    (325  —     —     —     —    (325 325   —           (325)         (325) 325   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                         

Balance as of December 31, 2015

 531,461  50,503  (108,248 553,466  176,458  (11 11,660  727,765  1,943,054  103,080  2,046,134   531,461 50,503 (108,248) 553,466 176,458 (11) 11,660 727,765 1,943,054 103,080 2,046,134 

Profit for the year

  —     —     —     —     —     —     —    116,174  116,174  (3,280 112,894          116,174 116,174 (3,280) 112,894 

Other comprehensive loss

  —     —     —     —     —    156  (28,407  —    (28,251  —    (28,251
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
Other comprehensive income            156  (28,407)   (28,251)   (28,251)

Total comprehensive income

  —     —     —     —     —    156  (28,407 116,174  87,923  (3,280 84,643        156 (28,407) 116,174 87,923 (3,280) 84,643 
                        

Appropriation of legal reserve, note 16(e)

  —     —     —     —    11,617   —     —    (11,617  —     —     —         11,617   (11,617)    

Dividends, note 16(g)

  —     —     —     —     —     —     —    (155,236 (155,236  —    (155,236         (155,236) (155,236)  (155,236)

Contribution ofnon-controlling interests, note 16(h)

  —     —     —     —     —     —     —     —     —    4,488  4,488            4,488 4,488 

Other adjustments ofnon-controlling interests, note 16(h)

  —     —     —    (8,301  —     —     —     —    (8,301 8,301   —           (8,301)         (8,301) 8,301   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                         
Balance as of December 31, 2016  531,461 50,503 (108,248) 545,165 188,075 145 (16,747) 677,086 1,867,440 112,589 1,980,029 
Profit for the year         93,782 93,782 (13,151) 80,631 
Other comprehensive loss            (145) (26,952)   (27,097)   (27,097)
Total comprehensive income       (145) (26,952) 93,782 66,685 (13,151) 53,534 
                        

Balance as of December 31, 2016

 531,461  50,503  (108,248 545,165  188,075  145  (16,747 677,086  1,867,440  112,589  1,980,029 
Appropriation of legal reserve, note 16(e)      9,379   (9,379)    
Contribution of non-controlling interests, note 16(h)           491 491 
Acquisition of treasury shares, note 16(c)    (34,216)      (34,216)  (34,216)
Splitting effects of equity block, note 1.1  (107,593) (10,224) 23,459 (118,569) (36,957)    (249,884) (100,357) (350,241)
Dividends, note 16(g)         (149,837) (149,837)  (149,837)
Terminated dividends, note 16(g)      189    189  189 
Impairment on brine project, note 1.2     6,759     6,759  6,759 
Other adjustments of non-controlling interests, note 16(h)        (576)         (576) 576   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                         
Balance as of December 31, 2017  423,868  40,279  (119,005) 432,779  160,686    (43,699) 611,652  1,506,560  148  1,506,708 

The accompanying notes are an integral part of these consolidated financial statements.


Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of cash flows

For the years ended December 31, 2017, 2016 2015 and 20142015

 

  Note 2016 2015 2014  Note 2017 2016 2015 
   S/(000) S/(000) S/(000)     S/(000)  S/(000)  S/(000) 

Operating activities

                    

Profit before income tax

   185,122  297,909  266,257      127,112   185,122   297,909 

Non-cash adjustments to reconcile profit before income tax to net cash flows

                    

Depreciation and amortization

  10 y 11 111,266  70,810  64,759  10 and 11   124,206   111,266   70,810 

Finance costs

  24 75,397  36,807  31,196  24   73,759   75,397   36,807 
Impairment on brine project 1.2   47,582       

Long-term incentive plan

  21 16,088  14,159  5,944  21   11,401   16,088   14,159 
Provision of impairment of inventories, net 8   2,718   3,493   8,909 
Adjustment as a result of physical inventories     2,700   4,683   2,548 
Estimation of impairment of trade and other accounts receivables 20   1,190   114   315 
Unrealized exchange difference related to monetary transactions     185   (1,268)  (10,029)
Finance income 23   (5,842)  (3,251)  (3,478)
Net (gain) loss on disposal of property, plant and equipment 22   (42)  3,445   (6,674)
Net gain on sale of available-for-sale investments 9(c)  (243)      

Change in the estimation of rehabilitation costs

  22 5,259  514   —    22      5,259   514 

Adjustment as a result of physical inventories

   4,683  2,548  1,069 

Provision (recovery) of impairment of inventories, net

   3,493  8,909  (453

Net loss (gain) on disposal of property, plant and equipment

   3,445  (6,674 6,466 

Estimation (recovery) of impairment of trade and other accounts receivables

  20 114  315  (43

Net gain on sale ofavailable-for-sale investment

  9(b)  —     —    (10,537

Finance income

   (3,251 (3,478 (11,705

Unrealized exchange difference related to monetary transactions

   (1,268 ��(10,029 19,143 

Other operating, net

   220  1,217  (399     477   220   1,217 
               

Working capital adjustments

                    

Decrease (increase) in trade and other receivables

   28,079  (6,230 (54,814

(Increase) decrease in prepayments

   (734 (1,985 9,777 
(Increase) decrease in trade and other receivables     (31,178)  28,079   (6,230)
Decrease (increase) in prepayments     4,662   (734)  (1,985)

(Increase) decrease in inventories

   (49,967 5,135  9,785      (31,863)  (49,967)  5,135 

(Decrease) increase in trade and other payables

   (36,203 2,949  2,976 
Increase (decrease) in trade and other payables     14,083   (36,203)  2,949 
   

 

  

 

  

 

      340,907   341,743   412,876 
   341,743  412,876  339,421 

Interests received

   2,619  3,176  12,612 

Interests paid

   (48,000 (43,200 (41,820
Interest received     2,251   2,619   3,176 
Interest paid     (52,346)  (48,000)  (43,200)

Income tax paid

   (54,683 (97,208 (69,827     (40,404)  (54,683)  (97,208)
   

 

  

 

  

 

                

Net cash flows from operating activities

   241,679  275,644  240,386      250,408   241,679   275,644 
   

 

  

 

  

 

 

Which includes cash used in discontinued operations for

  1 (14,647 (9,421 (23,475 1.1   (2,611)  (14,647)  (9,421)

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated statement of cash flows (continued)

    2017  2016  2015 
    S/(000)  S/(000)  S/(000) 
Investing activities              
Purchase of property, plant and equipment    (71,355)  (126,449)  (471,179)
Purchase of exploration and evaluation assets    (6,331)  (10,619)  (12,187)
Proceeds from sale of property, plant and equipment    6,353   1,441   7,499 
Proceeds from sale of available-for-sale investment 9(c)  694       
Net cash flows used in investing activities    (70,639)  (135,627)  (475,867)
               
Which includes cash used in investment activities of discontinued operations for 1.1  (6,410)  (22,352)  (42,737)
               
Financing activities              
Dividends paid    (124,993)  (154,401)  (162,168)
Purchase of treasury shares 16(c)  (34,216)     (108,218)
Payment of hedge finance cost    (26,708)  (27,624)  (15,898)
Contribution of non-controlling interests 16(h)  491   4,488   28,475 
Net cash flows used in financing activities    (185,426)  (177,537)  (257,809)
               
Which includes cash provided by financing activities of discontinued operations for 1.1     4,015   28,198 
               
Net decrease in cash and cash equivalents    (5,657)  (71,485)  (458,032)
Net foreign exchange difference    (185)  1,268   35,540 
Cash and cash equivalents as of January 1 6  80,215   158,007   580,499 
Cash transferred to discontinued operations 1.1  (34,178)      
Change in cash and cash equivalents of discontinued operations    9,021   (7,575)   
               
Cash and cash equivalents as of December 31 6  49,216   80,215   158,007 
Transactions with no effect on cash flows:              
Unrealized exchange difference related to monetary transactions    185   (1,268)  (10,029)
Purchase of property, plant and equipment, pending liquidation          7,441 
Sale of property, plant and equipment, pending collection       8,419   4,034 
Deferred income tax on costs related to the purchase of treasury shares 15        30 

See transfer of net assets and impairment on brine project that did not generated cash flows in notes 1.1 and 1.2.

 

     2016  2015  2014 
     S/(000)  S/(000)  S/(000) 

Investing activities

     

Purchase of property, plant and equipment

    (126,449  (471,179  (574,802

Purchase of exploration and evaluation assets

  11  (10,619  (12,187  (690

Proceeds from sale of available for sale investment

    —     —     18,936 

Proceeds from sale of property, plant and equipment

    1,441   7,499   3,061 
   

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

    (135,627  (475,867  (553,495
   

 

 

  

 

 

  

 

 

 

Which includes cash used in investment activities of discontinued operations for

  1  (22,352  (42,737  (29,595

Financing activities

     

Dividends paid

    (154,401  (162,168  (115,824

Payment of hedge finance cost

    (27,624  (15,898  —   

Contribution ofnon-controlling interests

  16(h)  4,488   28,475   1,050 

Purchase of treasury shares

  16(c)  —     (108,218  —   
   

 

 

  

 

 

  

 

 

 

Net cash flows used in financing activities

    (177,537  (257,809  (114,774
   

 

 

  

 

 

  

 

 

 

Which includes cash provided from financing activities of discontinued operations for

  1  4,015   28,198   —   

Net decrease in cash and cash equivalents

    (71,485  (458,032  (427,883

Net foreign exchange difference

    1,268   35,540   31,430 

Cash and cash equivalents as of January 1

  6  158,007   580,499   976,952 

Cash transferred to held assets for distribution

  1  (7,575  —     —   
   

 

 

  

 

 

  

 

 

 

Cash and cash equivalents as of December 31

  6  80,215   158,007   580,499 
   

 

 

  

 

 

  

 

 

 

Transactions with no effect in cash flows:

     

Unrealized exchange difference related to monetary transactions

    (1,268  (10,029  19,143 

Purchase of property, plant and equipment, pending of liquidation

    —     7,441   11,752 

Sale of property, plant and equipment, pending of collect

    8,419   4,034   —   

Deferred income tax on costs related to the purchase of treasury shares

  15  —     30   —   

The accompanying notes are an integral part of these consolidated financial statements.


Cementos Pacasmayo S.A.A. and Subsidiaries

Notes to the consolidated financial statements (continued)

Cementos Pacasmayo S.A.A. and Subsidiaries

Notes to the consolidated financial statements

As of December 31, 2017, 2016 2015 and 20142015

 

1.Corporate information

Cementos Pacasmayo S.A.A. (hereinafter “the Company”) was incorporated in 1957 and, under the Peruvian General Corporation Law, is an open stock corporation with publicly traded shares. The Company is a subsidiary of Inversiones ASPI S.A., which holds 50.01 percent of the Company’s common shares as of December 31, 20162017 and 2015.2016. The Company’s registered address is Calle La Colonia No.150, UrbanizacionNo. #150, Urbanización El Vivero, Santiago de Surco, Lima, Peru.

The Company’s main activity is the production and marketing of cement, blocks, concrete and quicklime in La Libertad region, in the North of Peru.

The issuance of the consolidated financial statements of the Company and its subsidiaries (hereinafter “the Group”) for the year endedas of December 31, 2017 and 2016 was authorized by the Company’s Board of DirectorsManagement on April 28, 2017. The consolidated financial statements as of December 31, 2015 and for the year ended that date were finally approved by the General Shareholders’ Meeting on March 29, 2016.27, 2018.

As of December 31, 2016,2017, the consolidated financial statements comprise the financial statements of the Company and its subsidiaries: Cementos Selva S.A. and subsidiaries, Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmisión Guadalupe S.A.C., Fosfatos del Pacífico S.A., Salmueras Sudamericanas S.A. and Calizas del Norte S.A.C. (on(in liquidation).

The main activities of the subsidiaries incorporated in the consolidated financial statements are described as follows:

 

Cementos Selva S.A. is engaged in production and marketing of cement and other construction materials in the northeast region of Peru. Also, it holds shares in Dinoselva Iquitos S.A.C. (a cement and construction materials distributor in the north of Peru, which also produces and sells blocks, cement bricks andready-mix concrete) and in Acuícola Los Paiches S.A.C. (a fish farm entity).
-Cementos Selva S.A. is engaged in production and marketing of cement and other construction materials in the northeast region of Peru. Also, it holds shares in Dinoselva Iquitos S.A.C. (a cement and construction materials distributor in the north of Peru, which also produces and sells blocks, cement bricks and ready-mix concrete) and in Acuícola Los Paiches S.A.C. (a fish farm entity).

-Distribuidora Norte Pacasmayo S.R.L. is mainly engaged in selling cement produced by the Company. Additionally, it produces and sells blocks, cement bricks and ready-mix concrete. In May 2017, Distribuidora Norte Pacasmayo S.R.L. formed Prefabricados del Pacífico S.A.C., a company dedicated to the production and commercialization of cement bricks in northern Peru, which as of the date of this report has not started operations.

-Empresa de Transmisión Guadalupe S.A.C. is mainly engaged in providing energy transmission services to the Company.

 

Distribuidora Norte Pacasmayo S.R.L. is mainly engaged in selling cement produced by the Company. Additionally, it produces and sells blocks, cement bricks andready-mix concrete.
-Salmueras Sudamericanas S.A. (“Salmueras”) which is engaged in the exploration of a brine project located in the northern region of Peru. To develop this brine project the subsidiary has a minority shareholder Quimpac S.A. which holds 25.1% of its common shares. In December 2017, the Company decided not to continue with the activities related to this project, as explained in note 1.2 below.

 

Empresa de Transmision Guadalupe S.A.C. is mainly engaged in providing energy transmission services to the Company.

Notes to the consolidated financial statements (continued)

-Calizas del Norte S.A.C. (in liquidation), is engaged in the mining activities of prospecting, exploration, marketing and transportation of other goods. On May 31, 2016, the Company decided to liquidate the subsidiary Calizas del Norte S.A.C., in order to contract a third party to provide the services performed by this subsidiary.

 

Fosfatos del Pacifico S.A., hereinafter “Fosfatos”, is mainly engaged in the exploration of phosphate rock deposits and the production of diatomite in the northern region of Peru. To develop the phosphate project, the subsidiary has a minority shareholder MCA Phosphates Pte. Ltd, hereinafter “MCA” (subsidiary of Mitsubishi corporation, hereinafter “Mitsubishi”) which holds 30% of its common shares.

Salmueras Sudamericanas S.A. (“Salmueras”) is mainly engaged in the exploration of a brine project located in the northern region of Peru. To develop this brine project the subsidiary has a minority shareholder Quimpac S.A. which holds 25.1% of its common shares.

Calizas del Norte S.A.C. (on liquidation); is engaged in the mining activities of prospecting, exploration, marketing and transportation of other goods. On May 31, 2016, the Company decided to liquidate the subsidiary Calizas del Norte S.A.C., because the Group decided to engage a third party the Subsidiary’s activities.

As explained above, as of December 31, 20162017 and 2015,2016, the Company has a 100% interest in all its subsidiaries, except the following listed below:

 

  2017  2016 
Subsidiary %  % 
       
Salmueras Sudamericanas S.A. 74.90  74.90 
Fosfatos del Pacífico S.A.   70.00 

1.1
Subsidiary%

Salmueras Sudamericanas S.A.

74.90

Fosfatos del Pacifico S.A.

70.00Spin-off project -

Spin-off project -

OnIn September 2016, the Company’s General Shareholders’ Meeting of the Company approved aspin-off project that will allow the transfer of a portion of net assets (composed by the assets and liabilities related to the Company’s interest in Fosfatos del Pacífico S.A.) in favor of Fossal S.A.A. (enterprise created as a subsidiary of Inversiones ASPI S.A.). The purpose of thespin-off project is allocatingto allocate the assets and liabilities of the Company in accordance with the specialization of each business, creating greater flexibility for shareholders and greater clarity in long-term operations. Management estimates that thespin-off will take place in March 2017, and as a result, the capital stock will be reduced by approximately S/107,593,000 (from S/531,461,000 to S/423,868,000).

The project contemplates that for each common and investment share of Cementos Pacasmayo S.A., the shareholdersCompany, each shareholder will receive approximately 0.20 common and investment shares of Fossal S.A.A. and approximately 0.80 common and investment shares of Cementos Pacasmayo S.A.A.

On March 1, 2017, the spin-off project was executed; in that sense, capital stock, investment shares, additional capital and legal reserve decreased by S/107,593,000, S/10,224,000, S/118,569,000 and S/36,957,000, respectively. The related non-controlling interest was reduced by S/100,357,000.

As of the date of the spin-off’s execution, part of the investment shares transferred to Fossal S.A.A. were owned by the Company (treasury shares). As a consequence, the Company received 9,148,373 investment shares of Fossal S.A.A. The transaction was recorded with a debit to available-for-sale investments, at cost, in an amount of S/21,206,000 and a credit to equity of S/23,459,000. The difference between the financial and tax value of those investments generated a deferred income tax asset of S/2,253,000. See note 9(a).


Notes to the consolidated financial statements (continued)

As of December 31, 2016, Fosfatos del PacificoPacífico S.A. was classified as a group of assets (along with related liabilities) held for distribution to shareholders and as a discontinued operation.

Notes to the consolidated financial statements (continued)

 

The net assets to be transferred are presented in the segment denominated “Other” in Note 31.

Below is set outthe detail of the results generated by Fosfatos del Pacífico S.A. (net of intercompany eliminations), which have been included in the consolidated statements of profit or loss for the years 2017, 2016 2015 and 2014:2015:

 

  Fosfatos del Pacífico S.A.
(net of intercompany transactions)
  Fosfatos del Pacífico S.A.
(net of intercompany transactions)
 
  2016   2015   2014  2017
(From Jan 1, 2017 to
March 31, 2017)
 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
         

Sales

   2,044    —      —    11  2,044   

Cost of sales

   (6,881   —      —    (626) (6,881)  

Administrative expenses

   (6,352   (8,868   (9,309 (660) (6,352) (8,868)

Other expense

   (1,006   (212   (140
Other income (expense) 153  (1,006) (212)

Finance income

   11    62    437  2  11  62 

(Loss) gain from exchange difference, net

   (804   157    (105 (185) (804) 157 
  

 

   

 

   

 

 
         

Loss from discontinued operations before income tax

   (12,988   (8,861   (9,117 (1,305) (12,988) (8,861)

Income tax

   6,399    3,141    1,368  551  6,399  3,141 
  

 

   

 

   

 

          

Loss for the year from discontinued operations

   (6,589   (5,720   (7,749 (754) (6,589) (5,720)
  

 

   

 

   

 

 

As of December 31, 2016, the assets and liabilities of Fosfatos del Pacífico S.A. (net of intercompany eliminations), which have been classified as held for distribution mainly comprise the following:

 

S/(000)
Assets -
Cash and cash equivalents7,575
Inventories2,734
Income tax prepayments3,892
Other current assets248
Other receivables non current48,985
Property, plant and equipment, net204,725
Exploration and evaluation assets47,630
Deferred income tax assets22,622
338,411
Liabilities -
Trade and other payables(2,704)
Net assets held for distribution335,707


Notes to the consolidated financial statements (continued)

As of March 1, 2017, the assets and liabilities of Fosfatos del Pacífico S.A. (net of intercompany eliminations), that were transferred mainly comprise the following:

  S/(000) 

Assets -

Cash and cash equivalents

  7,575 

Inventories

Assets -
  2,734
Cash and cash equivalents34,178 

Accounts receivable from related parties

5,822
Inventories2,694
Income tax prepayments

 3,892 

Other current assets

 2485,126 

Other receivables non current

 48,98550,200 

Property, plant and equipment, net

204,975
Exploration and evaluation assets52,578
Deferred income tax assets23,173
  204,725
382,638 

Exploration and evaluation assets

  47,630 

Deferred income tax assets

Liabilities and equity -
  22,622
Trade and other payables8,938 
Capital stock 

107,593
 
Investment shares10,224
Additional paid-in capital118,569
Other reserves36,957
Non-controlling interest100,357
  338,411 

Liabilities -

Trade and other payables

  (2,704

Net assets held for distribution

335,707

382,638
 


Notes to the consolidated financial statements (continued)

1.2Impairment on brine project -

The Company has decided to prioritize its investments in the development of products related to the manufacture and sale of cement and construction solutions; therefore, the disposal of investments that are not in line with the strategic plan has been approved. As a result of this decision, in the fourth quarter of 2017, the Company decided not to continue with the brine project. The consolidated financial statements of the Company include a charge to results related to the impairment on the assets of this project, as detailed below:

  Salmueras
Sudamericanas S.A.
  Cementos
Pacasmayo S.A.A.
  

Total
consolidated

 
  S/(000)  S/(000)  S/(000) 
          
Assets -         
Income tax prepayments (5,654)   (5,654)
Property, plant and equipment (note 10) (1,732)   (1,732)
Exploration and evaluation assets (note 11) (33,469)   (33,469)
Other current liabilities 32    32 
Additional paid in capital   (6,759) (6,759)
          
Total impairment (40,823) (6,759) (47,582)
Income tax (6,937) 17,087  10,150 
          
Total (47,760) 10,328  (37,432)
          
Attributable to -         
Equity holders of the parent (35,772) 10,328  (25,444)
Non controlling interests (11,988)   (11,988)
          
  (47,760) 10,328  (37,432)


Notes to the consolidated financial statements (continued)

 

The table presented below shows the summary of the main captions of the audited financial statements of the subsidiaries controlled by the Group as of December 31, 2017, 2016 2015 and 2014:2015:

 

  Assets   Liabilities   Net equity   Net income (loss)  Assets Liabilities Net equity Net income (loss) 
Entity  2016   2015   2016   2015   2016   2015   2016 2015 2014  2017 2016 2017 2016 2017 2016 2017 2016 2015 
  S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000) S/(000) S/(000)  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
                   

Cementos Selva S.A. and subsidiaries

   260,927    268,464    36,477    57,375    224,450    211,089    37,361  33,158  26,337  244,386 260,927 34,969 36,477 209,417 224,450 37,467 37,361 244,386 

Fosfatos del Pacifico S.A.

   339,236    315,935    3,495    10,384    335,741    305,551    (9,010 (9,972 (10,765

Distribuidora Norte Pacasmayo S.R.L.

   211,787    232,212    87,182    118,849    124,605    113,363    11,242  7,980  5,231 
Fosfatos del Pacífico S.A.  339,236  3,495  335,741 (1,216)(9,010) 
Distribuidora Norte Pacasmayo S.R.L. and subsidiary 243,568 211,787 119,182 87,182 124,386 124,605 (220)11,242 243,568 

Empresa de Transmisión Guadalupe S.A.C.

   49,339    50,959    724    2,848    48,615    48,111    504  790  1,446  42,136 49,339 1,397 724 40,739 48,615 124 504 42,136 

Salmueras Sudamericanas S.A.

   47,661    45,698    382    219    47,279    45,479    (2,300 (3,478 (3,219 587 47,661  382 587 47,279 (50,942)(2,300)587 

Calizas del Norte S.A.C. (on liquidation)

   1,219    38,144    409    2,476    810    35,668    407  1,779  1,974 
Calizas del Norte S.A.C. (in liquidation) 713 1,219 7 409 706 810 (121)407 713 


Notes to the consolidated financial statements (continued)

 

2.Significant accounting policies

 

2.1Basis of preparation -

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared on a historical cost basis, except for some available-for-sale financial investments and derivative financial instruments that have been measured at fair value. The carrying values of recognized assets and liabilities that are designated as hedged items in fair value hedges that would otherwise be carried at amortized cost are adjusted to record changes in fair values attributable to the risks that are being hedged in effective hedge relationships. The consolidated financial statements are presented in Soles and all values are rounded to the nearest thousand (S/000), except when otherwise indicated.

The consolidated financial statements provide comparative information in respect of the previous period, there are certain standards and amendments applied for the first time by the Group during 20162017 that did not require the restatement of previous financial statements, as explained in Note 2.3.20.

 

2.2Basis of consolidation -

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of December 31, 20162017 and 2015.2016. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if it has: i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), ii) exposure, or rights, to variable returns from its involvement with the investee, and iii) the ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: i) the contractual arrangement with the other vote holders of the investee, ii) rights arising from other contractual arrangements, and iii) the Group´sGroup’s voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.


Notes to the consolidated financial statements (continued)

 

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to thenon-controlling interests, even if this results in thenon-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies intoin line with the Group´sGroup’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group losses control over a subsidiary it derecognizes the related assets (including goodwill), liabilities,non-controlling interest and other components of equity, while any resultant gain or loss is recognized in the consolidated statement of profit or loss. Any investment retained is recognized at fair value.

 

2.3Summary of significant accounting policies -

 

2.3.1Cash and cash equivalents -

Cash and cash equivalents presented in the statements of cash flows comprise cash at banks and on hand and short-term deposits with original maturity of three months or less.

 

2.3.2Financial instruments-initial recognition and subsequent measurement -

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

 

(i)Financial assets -

Initial recognition and measurement -

Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables,held-to-maturity investments,available-for-sale financial assets or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial assets are recognized initially at fair value plus, in the case of assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

The Group’s financial assets include cash and cash equivalents, trade and other receivables, call options,available-for-sale financial investments and derivatives financial instruments.


Notes to the consolidated financial statements (continued)

 

Subsequent measurement -

For purpose of subsequentmeasurement,subsequent measurement, financial assets are classified in four categories:

 

Financial assets at fair value through profit or loss
-Financial assets at fair value through profit or loss

 

Loans and receivables
-Loans and receivables

 

Held-to-maturity investments
-Held-to-maturity investments

 

Available for sale financial investments
-Available for sale financial investments

Financial assets at fair value through profit or loss -

Financial assets at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are classified as held for trading unless they are designated as effective hedging instruments as defined by IASthe International Accounting Standard (IAS) 39.

Financial assets at fair value through profit and loss are carried in the consolidated statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income (positive net changes in fair value) in the consolidated statement of profit or loss.

The Group has not designated any financial assets at fair value through profit or loss as of December 31, 20162017 and 2015.2016.

Loans and receivables -

Loans and receivables arenon-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method (EIR), less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the consolidated statement of profit or loss. The losses arising from impairment are recognized in the consolidated statement of profit or loss in finance costs for loans and in selling and distribution expenses for receivables.

This category applies to trade and other receivables. For more information on receivables, refer to Note 7.

Held-to-maturity investments -

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified asheld-to-maturity when the Group has the positive intention and ability to hold them to maturity. After initial measurement,held-to-maturity investments are measured at amortized cost using the EIR, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The

Notes to the consolidated financial statements (continued)

EIR amortization is included as finance income in the consolidated statement of profit or loss. The losses arising from impairment are recognized in the consolidated statement of profit or loss as finance costs.


Notes to the consolidated financial statements (continued)

The Group did not have anyheld-to-maturity investments during the years ended December 31, 20162017 and 2015.2016.

Available-for-sale (AFS) financial investments -

AFS financial investments include equity and debt securities. Equity investments classified as AFS are those that are neither classified as held for trading nor designated at fair value through profit or loss.

After initial measurement, AFS financial investments are subsequently measured at fair value with unrealized gains or losses recognized in OCI and credited in the unrealized gain onavailable-for-sale investments until investment is derecognized, at which time the cumulative gain or loss is recognized in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the AFS reserve to the consolidated statement of profit or loss in finance costs. Interest earned whilst holding AFS financial investments is reported as interest income using EIR method.

Investments in equity instruments that do not have an active market price and whose fair value cannot be measured reliably are measured at cost.

The Group evaluates whether the ability and intention to sell its AFS financial investments in the near term is still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets, the Group may elect to reclassify these financial assets if the management has the ability and intention to hold the assets for foreseeable future or until maturity.

The Group has classified equity securities asavailable-for-sale financial investments as of December 31, 20162017 and 2015, see Note2016. See note 9.

Derecognition -

A financial asset is primarily derecognized when:

 

(i)The rights to receive cash flow from such asset have expired; or

 

(ii)The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.


Notes to the consolidated financial statements (continued)

 

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group´sGroup’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets -

Further disclosures relating to impairment of financial assets are also provided in the following notes:

 

Disclosures for significant assumptions, Note 3
-Disclosures for significant assumptions, note 3

 

Financial assets, Note 30
-Financial assets, note 30

 

Trade and other receivables, Note 7
-Trade and other receivables, note 7

The Group assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as economic conditions that correlate with defaults.

Financial assets carried at amortized cost

For financial assets carried at amortized cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial assets, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.


Notes to the consolidated financial statements (continued)

 

The amount of any impairment loss identified is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the consolidated statement of profit or loss. Interest income (recorded as finance income in the consolidated statement of profit or loss) continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. Ifwrite-off is later recovered, the recovery is credited to finance costs in the consolidated statement of profit or loss.

Available-for-sale (AFS) financial investments

For AFS financial investments, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as AFS, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. “Significant” is evaluated against the original cost of the investment and “prolonged” against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in the consolidated statement of profit or loss – is removed from OCI and recognized in the consolidated statement of profit or loss. Impairment losses on equity investment are not reversed through profit or loss; increases in their fair value after impairment are recognized in OCI.

The determination of what is “significant” or “prolonged” requires judgment. In making this judgment, the Group evaluates, among others factors the duration or extent to which the fair value of an investment is less than its cost.


Notes to the consolidated financial statements (continued)

 

(ii)Financial liabilities -

Initial recognition and measurement -

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, interest-bearing loans and borrowings.

Subsequent measurement -

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss -

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

The Group has not classified any financial liability as fair value through profit or loss as of December 31, 20162017 and 2015.2016.

Loans and borrowings -

This is the Group’s most relevant category. After their initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in the consolidated statement of profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the consolidated statement of profit or loss.

This category includes trade and other payables and interest-bearing loans and borrowings. For more information refer to Notesnotes 12 and 14.

Derecognition -

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another one from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognitionofderecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amount is recognized in the consolidated statement of profit or loss.


Notes to the consolidated financial statements (continued)

 

(iii)Offsetting of financial instruments -

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

 

(iv)Fair value measurement –

The Group measures financial instruments such as derivative financial instruments and some available-for-sale investments at fair value at each statement of financial position date. Fair value related disclosures for financial instruments that are measured at fair value or where fair values are disclosed are summarized in Notenote 30.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 

In the principal market for the asset or liability, or
-In the principal market for the asset or liability, or

 

In the absence of a principal market, in the most advantageous market for the asset or liability.
-In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
-Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

-Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

-Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Notes to the consolidated financial statements (continued)

 

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy byre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group’s financial management determines the policies and procedures for both recurring andnon-recurring measurement.

At each reporting date, the financial management analyses the movements in the values of assets and liabilities which are required to bere-measured orre-assessed as per the Group’s accounting policies. For this analysis, the financial management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

Financial management also compares the changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained previously.

 

(v)Put and call options overnon-controlling interests -

Call options

The call option is a financial asset initially recognized at its fair value, with any subsequent changes in its fair value recognized in profit or loss. The exercise price of the call option are at the higher of fair value or book value of the shares, consequently, the Company concluded that the fair value of this option would not be significant.

Put options

Put options granted tonon-controlling interests with exercise contingencies that are under the control of the Company, do not give rise to a financial liability. The contingencies that would trigger exercisability of the deadlock put/call are based on events under the Company´s control and therefore do not represent a financial liability.

(vi)Derivative financial instruments and hedge accounting -

Initial recognition and subsequent measurement:

The Group uses derivative financial instruments, such as cross currency swaps, to hedge its foreign currency risk. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when fair value is negative.

Notes to the consolidated financial statements (continued)

 

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flows hedges, which is recognized in other comprehensive income (OCI) and later reclassified to profit or loss when the hedges item affects profit or loss.

For the purpose of hedge accounting, the cross currency swap instrument was classified as cash flow hedge.

At inception of the hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument´sinstrument’s fair value in offsetting the exposure to changes in the hedged item´sitem’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.


Notes to the consolidated financial statements (continued)

Hedges that meet the strict criteria for hedge accounting and are between a range of 80 and 125 of effectiveness, are accounted for as described below:

Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognized directly in other comprehensive income in the caption “Unrealized gain on cash flow hedge”, while any ineffective portion is recognized immediately in the consolidated statements of profit or loss as finance costs.

Amounts recognized as other comprehensive income are transferred to the consolidated statements of profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognized in OCI hedge reserve remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

Notes to the consolidated financial statements (continued)

 

2.3.3Foreign currencies -

The Group’s consolidated financial statements are presented in Soles, which is also the parent company’s functional currency. Each subsidiary determines its own functional currency and items included in financial statements of each subsidiary are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

 


Notes to the consolidated financial statements (continued)

2.3.4Non-current assets held for distribution to equity holders of the parent and discontinued operations -

The Group classifiesnon-current assets and disposal groups as held for distribution to equity holders of the parent if their carrying amounts will be recovered principally through a distribution rather than through continuing use. Suchnon-current assets and disposal groups classified as held for distribution are measured at the lower of their carrying amount and fair value less costs to distribute. Costs to distribute are the incremental costs directly attributable to the distribution, excluding finance costs and income tax expense.

The criteria for held for distribution classification is regarded as met only when the distribution is highly probable and the asset or disposal group is available for immediate distribution in its present condition. Actions required to complete the distribution should indicate that it is unlikely that significant changes to the distribution will be made or that the decision to distribute will be withdrawn. Management must be committed to the distribution expected within one year from the date of the classification.

Assets and liabilities classified as held for distribution are presented separately as current items in the statement of financial position.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss.

Additional disclosures are provided in Note 1.note 1.1. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.

Notes to the consolidated financial statements (continued)

 

2.3.5Inventories -

Inventories are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present location and conditions are accounted for as follows:

Raw materials

 

Purchase cost determined using the weighted average method.
-Purchase cost determined using the weighted average method.

Finished goods and work in progress

 

Cost of direct materials and supplies, services provided by third parties, direct labor and a proportion of manufacturing overheads based on normal operating capacity, excluding borrowing costs and exchange currency differences.
-Cost of direct materials and supplies, services provided by third parties, direct labor and a proportion of manufacturing overheads based on normal operating capacity, excluding borrowing costs and exchange currency differences.

Inventory in transit

 

Purchase cost.
-Purchase cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and the estimated costs necessary to make the sale.

 


Notes to the consolidated financial statements (continued)

2.3.6Borrowing costs -

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the period. All other borrowing costs are recognized in the consolidated statement of profit or loss in the period in which they are incurred.

 

2.3.7Leases -

The determination of whether an agreement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Group as a lessee:

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between financial charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statement of profit or loss.

Notes to the consolidated financial statements (continued)

 

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than financial lease. Operating lease payments are recognized as an operating expense in the consolidated statement of profit or loss on a straight-line basis over the lease term.

Group as a lessor:

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

 


Notes to the consolidated financial statements (continued)

2.3.8Property, plant and equipment -

Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes the cost of replacing component parts of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. The capitalized value of a finance lease is also included within property, plant and equipment. When significant parts of plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciated them separately based on their specific useful lives. Likewise, when major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Refer to significant accounting judgments, estimates and assumptions (Note(note 3) and decommissioning provisions (Note(note 13).

Notes to the consolidated financial statements (continued)

 

Depreciation of assets is determined using the straight-line method over the estimated useful lives of such assets as follows:

 

 Years

Buildings and other constructions:

 

Administrative facilities

Between 35 and 48

Main production structures

Between 30 and 49

Minor production structures

Between 20 and 35

Machinery and equipment:

 

Mills and  horizontal furnaces

Between 42 and 49

Vertical furnaces, crushers and grinders

Between 23 and 36

Electricity facilities and other minors

Between 12 and 35

Furniture and fixtures

10

Transportation units:

 

Heavy units

Between 11 and 21

Light units

Between 8 and 11

Computer equipment

4

Tools

Between 5 and 10

The asset’s residual value, useful lives and methods of depreciation are reviewed at each reporting period, and adjusted prospectively if appropriate.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of profit or loss when the asset is derecognized.


Notes to the consolidated financial statements (continued)

 

2.3.9Mining concessions -

Mining concessions correspond to the exploration rights in areas of interest acquired. Mining concessions are stated at cost, net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. Those mining concessions are amortized starting from the production phase following theunits-of-production method based on proved reserves to which they relate. Theunit-of-production rate for the amortization of mining concessions takes into account expenditures incurred to the date of the calculation. In the event the Group abandons the concession, the costs associated arewritten-off in the consolidated statement of profit or loss. As of December 31, 2017, the Company has recognized an impairment on the brine project. See note 1.2.

As of December 31, 20162017 and 2015,2016, no amortization underunits-of-production method was determined since the mining concessions of the Group are not yet on production phase.

Notes to the consolidated financial statements (continued)

 

2.3.10Mine development costs and stripping costs -

Mine development costs -

Mine development costs incurred are stated at cost and are the next step in development of mining projects after exploration and evaluation stage. Mine development costs are, upon commencement of the production phase, presented net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. The amortization is calculated using the unitof-production method based on proved reserves to which they relate. Theunit-of-production rate for the amortization of mine development costs takes into account expenditures incurred to the date of the calculation. Expenditures that increase significantly the economic reserves in the mining unit under exploitation are capitalized.

As of December 31, 20162017 and 2015,2016, no amortization underunits-of-production method was determined since the projects of the Group are not yet on production phase.

Stripping costs -

Stripping costs incurred in the development of a mine before production commences are capitalized as part of mine development costs and subsequently amortized over the life of the mine on aunits-of-production basis, using the proved reserves.

Stripping costs incurred subsequently during the production phase of its operation are recorded as part of cost of production.

 


Notes to the consolidated financial statements (continued)

2.3.11Exploration, evaluation and evaluationintangible assets -

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

 

Researching and analyzing historical exploration data.
-Researching and analyzing historical exploration data.

 

Gathering exploration data through geophysical studies.
-Gathering exploration data through geophysical studies.

 

Exploratory drilling and sampling.
-Exploratory drilling and sampling.

 

Determining and examining the volume and grade of the resource.
-Determining and examining the volume and grade of the resource.

 

Surveying transportation and infrastructure requirements.
-Surveying transportation and infrastructure requirements.

 

Conducting market and finance studies.
-Conducting market and finance studies.

License costs paid in connection with a right to explore in an existing exploration area are capitalized and amortized over the term of the license.

Once the legal right to explore has been acquired, exploration and evaluation costs are charged to the consolidated statement of profit or loss, unless management concludes that a future economic benefit is more likely than not to be realized, in which case such costs are capitalized. These costs include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments made to contractors.

Notes to the consolidated financial statements (continued)

 

In evaluating if costs meet the criteria to be capitalized, several different sources of information are used, including the nature of the assets, extension of the explored area and results of sampling, among others. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.

Exploration and evaluation costs are capitalized when the exploration and evaluation activity is within an area of interest for which it is expected that the costs will be recouped by future exploitation and active and significant operations in relation to the area are continuing or planned for the future.

The main estimates and assumptions the Group uses to determine whether is likely that future exploitation will result in future economic benefits include: expected operational costs, committed capital expenditures, expected mineral prices and mineral resources found. For this purpose, the future economic benefit of the project can reasonably be regarded as assured when mine-site exploration is being conducted to confirm resources, mine-site exploration is being conducted to convert resources to reserves or when the Group is conducting a feasibility study, based on supporting geological information.

As the capitalized exploration and evaluation costs asset is not available for use, it is not amortized. These exploration costs are transferred to mine development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals. In this phase, the exploration costs are amortized in accordance with the estimated useful life of the mining property from the time the commercial exploitation of the reserves begins. All capitalized exploration and evaluation costs are monitored for indications of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed.


Notes to the consolidated financial statements (continued)

Exploration areas in which resources have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of resources exist or to ensure that additional exploration work is under way or planned. To the extent that capitalized expenditure is no longer expected to be recovered it is charged to the consolidated statement of profit or loss. The Group assesses at each reporting date whether there is an indication that an exploration and evaluation assets may be impaired. The following facts and circumstances are considered in this assessment:

 

(i)the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

 

(ii)substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

Notes to the consolidated financial statements (continued)

 

(iii)exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

 

(iv)sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If any indication exists, the Group exploration and evaluation assess for impairment is required. As of December 31, 2017, the Company has recognized an impairment on the brine project. See note 1.2.

Intangible assets includes software licenses with defined useful lives between one and ten years and are amortized using the straight-line method over the estimated useful lives of such assets.

 

2.3.12Ore reserve and resource estimates -

Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Group’s mining properties and concessions. The Group estimates its ore reserves and mineral resources, based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, provision for rehabilitation and depreciation and amortization charges.

 


Notes to the consolidated financial statements (continued)

2.3.13Impairment ofnon-financial assets –

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset of CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using apre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Group supports its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group´sGroup’s CGUs to which the individual assets are allocated.

Notes to the consolidated financial statements (continued)

 

Impairment losses of continuing operations, including impairment on inventories, are recognized in the consolidated statement of profit or loss in expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date to determine whether there is any indication that previously recognized impairment losses may no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit or loss.

Exploration and evaluation assets are tested for impairment annually as of December 31, either individually or at the cash-generating unit level, as appropriate, and when circumstances indicate that the carrying value may be impaired. As a result of the analysis performed, on December 31, 2017, the Company recognized an impairment charge on the brine project. See note 1.2.


Notes to the consolidated financial statements (continued)

 

2.3.14Provisions -

General -

Provisions are recognized when the Group has a present obligation (legal or constructive)as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a currentpre-tax rate that reflects where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as finance cost in the consolidated statement of profit or loss.

Rehabilitation provision -

The Group records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. Rehabilitation costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current risk freepre-tax rate. The unwinding of the discount is expensed as incurred and recognized in the consolidated statement of profit or loss as a finance cost. The estimated future costs of rehabilitation are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

Notes to the consolidated financial statements (continued)

 

As of December 31, 20162017 and 2015,2016, the Group only has a rehabilitation provision for the closing of the quarries exploited in operations and for the Bongara mine (fully impaired in 2011), accordingly, changes in estimated future costs have been recorded directly to the consolidated statement of profit or loss.

Environmental expenditures and liabilities -

Environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future earnings are expensed.

Liabilities for environmental costs are recognized when aclean-up is probable and the associated costs can be reliably estimated. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.

The amount recognized is the best estimate of the expenditure required. Where the liability will not be settled for a number of years, the amount recognized is the present value of the estimated future expenditure.

 

2.3.15Employees benefits -

The Group has short-term obligations for employee benefits including salaries, severance contributions, legal bonuses, performance bonuses and profit sharing. These obligations are monthly recorded on an accrual basis.


Notes to the consolidated financial statements (continued)

Additionally, the Group has a long-term incentive plan for key management. This benefit is settled in cash, measured on the salary of each officer and upon fulfilling certain conditions such as years of experience within the Group and permanency. According to IAS 19 “Employee benefits”, the Group recognizes the long-term obligation at its present value at the end of the reporting period using the projected credit unit method. To calculate the present value of these long-term obligations the Group uses a government bond discount rate at the date of the consolidated financial statements. This liability is annually reviewed on the date of the consolidated financial statements, and the accrual updates and the effect of changes in discount rates are recognized in the consolidated statement of profit or loss, until the liability is extinguished.

 

2.3.16Revenue recognition -

Revenue is recognized to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

The Group has concluded that it is acting as a principal in all of its revenue arrangements.

The following specific recognition criteria must also be met before revenue is recognized:

Notes to the consolidated financial statements (continued)

 

Sales of goods -

Revenue from sales of goods is recognized when the significant risks and rewards of ownership have passed to the buyer, on delivery of the goods. Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and trade discounts.

Operating lease income -

Income from operating lease of land and office was recognized on a monthly accrual basis during the term of the lease.


Notes to the consolidated financial statements (continued)

Interest income -

For all financial instruments measured at amortized cost and interest-bearing financial assets, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the consolidated statement of profit or loss.

 

2.3.17Taxes -

Current income tax -

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in Peru, where the Group operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax -

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences.differences, except in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except in respect of deductible temporary differences associated with investments in subsidiaries, where deferred assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.


Notes to the consolidated financial statements (continued)

 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets arere-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax related to items recognized outside profit or loss is recognize outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Mining royalties -

Mining royalties are accounted for under IAS 12 when they have the characteristics of an income tax. This is considered to be the case when they are imposed under government authority and the amount payable is based on taxable net income, rather than based on quantity produced or as a percentage of revenue, after adjustment for temporary differences. For such arrangements, current and deferred tax is provided on the same basis as described above for income tax. Obligations arising from royalty arrangements that do not satisfy these criteria are recognized as current provisions and included in results of the year.

Sales tax -

Expenses and assets are recognized net of the amount of sales tax, except:

 

(i)When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

 

(ii)When receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.


Notes to the consolidated financial statements (continued)

2.3.18Treasury shares -

Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in the consolidated statement of profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. On January, 2017 and October, 15, 2015, the Company acquired 7,911,845 and 37,276,580, respectively of its investment shares which are presented as a reduction of equity, for further details, see Notenote 16(c).

 

2.3.19Current versus non-current classification -

The Group presents assets and liabilities in statement of financial position based oncurrent/non-current classification. An asset is current when it is:

 

Expected to be realized or intended to sold or consumed in normal operating cycle.
-Expected to be realized or intended to sold or consumed in normal operating cycle.

 

Held primarily for the purpose of trading.
-Held primarily for the purpose of trading.

 

Expected to be realized within twelve months after the reporting period, or
-Expected to be realized within twelve months after the reporting period, or

 

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
-Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified asnon-current.

A liability is current when it is:

 

Expected to be settled in normal operating cycle.
-Expected to be settled in normal operating cycle.

 

Held primarily for the purpose of trading.
-Held primarily for the purpose of trading.

 

Due to be settled within twelve months after the reporting period, or
-Due to be settled within twelve months after the reporting period, or

 

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
-There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities asnon-current.

Deferred tax assets and liabilities are classified asnon-current assets and liabilities.

 

2.3.20New amended standards and interpretations -

The Group applied for the first time certain standards and amendments in 2016,2017, although these new standards and amendments did not have a material impact on the consolidated financial statements of the Group. A summary of the new standards related to the Group is described below:

 

-Amendments to IAS 167 Statement of Cash Flows: Disclosure Initiative

The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Group has provided the information for both the current and the comparative period in note 29.

-Amendments to IAS 38: Clarification12 Income Taxes: Recognition of Acceptable Methods of Depreciation and AmortizationDeferred Tax Assets for Unrealized Losses

The amendments clarify that an entity needs to consider whether tax law restricts the principlesources of taxable profits against which it may make deductions on the reversal of deductible temporary difference related to unrealized losses. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in IAS 16which taxable profit may include the recovery of some assets for more than their carrying amount. The Group applied amendments retrospectively. However, their application has no effect on the Group’s financial position and IAS 38 that revenue reflects a pattern of economic benefitsperformance as the Group has no deductible temporary differences or assets that are generated from operating a business (of whichin the asset is part) rather than the economic benefits that are consumed through usescope of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The amendments are applied prospectively, with early adoption permitted.amendments.


Notes to the consolidated financial statements (continued)

 

Annual Improvements 2012-2014 Cycle

These improvements are effective for annual periods beginning on or after 1 January 2016. They include:

IFRS 5Non-current assets held for sale and discontinued operations

Assets (or disposal groups) are generally disposed of either through sale or distribution to the owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. This amendment is applied prospectively.

IFRS 7 Financial Instruments: Disclosures

(i)Servicing contracts

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of which servicing contracts constitute continuing involvement must be done retrospectively. However, the required disclosures need not be provided for any period beginning before the annual period in which the entity first applies the amendments.

(ii)Applicability of the amendments to IFRS 7 to condensed interim financial statements

The amendment clarifies that the offsetting disclosure requirements do not apply to condensed interim financial statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. This amendment is applied retrospectively.

IAS 19 Employee Benefits

The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. This amendment is applied prospectively.

Notes to the consolidated financial statements (continued)

Amendments to IAS 1Disclosure Initiative

The amendments to IAS 1Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:

The materiality requirements in IAS 1.

That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated.

That entities have flexibility as to the order in which they present the notes to financial statements.

That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss.

Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and OCI.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception

The amendments address issues that have arisen in applying the investment entities exception under IFRS 10.The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value.

Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries.

These amendments are applied retrospectively.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

3.Significant accounting judgments, estimates and assumptions

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Notes to the consolidated financial statements (continued)

 

Other disclosures relating to the Group’s exposure to risks and uncertainties includes:

 

Capital management, Note 29.
-Capital management, note 29.

 

Financial instruments risk management and policies, Note 29.
-Financial instruments risk management and policies, note 29.

 

Sensitivity analyses disclosures, Note 29.
-Sensitivity analyses disclosures, note 29.

Estimates and assumptions -

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The significant areas are summarized below:

 

Determination of useful lives of assets for depreciation and amortization purposes – Notes 2.3.8, 2.3.9, 2.3.10 and 2.3.11.

Recognition of exploration and evaluation assets and mine development costs – Notes 2.3.10, 2.3.11 and Note 11.

Ore reserve and resource estimates – Note 2.3.12.

Review of asset carrying values and impairment charges – note 2.3.2, 2.3.13 and Note 10.

Income tax – Notes 2.3.17 and 15.

Cash flow hedges – Notes 2.3.2(vi) and 30(b).
-Determination of useful lives of assets for depreciation and amortization purposes – notes 2.3.8, 2.3.9, 2.3.10 and 2.3.11.

 

-Recognition of exploration and evaluation assets and mine development costs – notes 2.3.10, 2.3.11 and note 11.

-Ore reserve and resource estimates – note 2.3.12.

-Review of asset carrying values and impairment charges – note 2.3.2, 2.3.13 and note 10.

-Income tax – notes 2.3.17 and 15.

-Cash flow hedges – notes 2.3.2(vi) and 30(b).


Notes to the consolidated financial statements (continued)

4.Standards issued but not yet effective

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective:

 

-IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments that brings together all three aspects of the accounting for financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirementsIFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, January 2018, with early application permitted. RetrospectiveExcept for hedge accounting, retrospective application is required but providing comparative information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.

The Group will assess the impact of IFRS 9 and plans to adopt the new standard on the required effective date.date and will not restate comparative information. During 2017, the Group has performed a detailed impact assessment of all three aspects of IFRS 9. This assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group in 2018 when the Group will adopt IFRS 9. The Group expects an impact on its consolidated financial statements for the fair value valuation of its available for sale financial investments as, an increase on assets and equity, as follows:

(a)Classification and measurement

The Group expects a significant impact on its balance sheet and equity on applying the classification and measurement requirements of IFRS 9. It expects to continue measuring at fair value all financial assets currently held at fair value. Equity shares without an active market currently recognized as available-for-sale (AFS) at cost for S/21,206,000 will, instead, be measured at fair value through other comprehensive income (OCI), which will increase volatility in OCI. The impact of the change in measurement of AFS through OCI, has been estimated in S/4,002,000.

Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. The Group analyzed the contractual cash flow characteristics of those instruments and concluded that they meet the criteria for amortized cost measurement under IFRS 9. Therefore, reclassification for these instruments is not required.

(b)Impairment

IFRS 9 requires the Group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Group will apply the simplified approach and record lifetime expected losses on all trade receivables. The Group has determined that, due to the nature of its loans and receivables, the loss allowance will be immaterial.

(c)Hedge accounting

The Group determined that all existing hedge relationships that are currently designated in effective hedging relationships will continue to qualify for hedge accounting under IFRS 9. The Group has chosen not to retrospectively apply IFRS 9 on transition to the hedges where the Group excluded the forward points from the hedge designation under IAS 39. As IFRS 9 does not change the general principles of how an entity accounts for effective hedges, applying the hedging requirements of IFRS 9 will not have a significant impact on Group’s financial statements.


Notes to the consolidated financial statements (continued)

(d)Other adjustments

In addition to the adjustments described above, on adoption of IFRS 9, other items of the primary financial statements such as deferred taxes, assets held for sale and liabilities associated with them, will be adjusted as necessary.

In summary, the impact of IFRS 9 adoption is expected to be, as follows:

 

 S/(000) 
Assets -
Available for sale financial investments5,677
Deferred income tax liability(1,675)
4,002
Liability and equity -
Other comprehensive income4,002
4,002

-IFRS 15 Revenue from Contracts with Customers

IFRS 15, was issued in May 2014 and amended in April 2016, establishes a new five-step model that will apply to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard is applicable for all entities and will supersede all current revenue recognition requirements under IFRS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after January 1, January 2018 with early adoption permitted.2018.

The Group plans to adopt the new standard on the required effective date using the full retrospective method. For this purpose, management has preparedDuring 2016, the Group performed a preliminary assessment of the impact of IFRS 15, which was continued with a more detailed plan of adoption that contemplates tasks (diagnostic, review of systems, internal control and policies and procedures), deadlines and responsible persons, which has started on the fourth quarter of 2016 and is expected to beanalysis completed by October,in 2017.

The Group is in the business of production and commercialization of cement, blocks, concrete and quicklime, as well as the commercialization of construction supplies. These goods are sold in identified contracts with customers.

Contracts


Notes to the consolidated financial statements (continued)

(a)Sale of goods

For contracts with customers in which the sale of goods is expected to be the only performance obligation, areadoption of IFRS 15 is not expected to have any impact on the Group’s revenue and profit or loss. The Group expects the revenue recognition to occur at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods.

In preparing to implement the requirements of IFRS 15, the Group is considering the following:

 

(i)Variable consideration -

Variable consideration -

Some contracts with customers provide return rights and trade discounts or volume discounts.

If revenue cannot be reliably measured, the Group defers revenue recognition until the uncertainty is resolved. Such provisions give rise to variable consideration under IFRS 15, and will be required to be estimated at contract inception and updated thereafter.

IFRS 15 requires the estimated variable consideration to be constrained to prevent over-recognition of revenue. The Group expects that application of the constraint will result in more revenue being deferred than under current IFRS.

(i)Commercial agreements –

The Group has commercial agreements for volume sold. Currently,the sale of its products with certain customers. In accordance with the current accounting policy, the Group recognizes these payments as a debit in the caption “Selling and distribution expenses” with credit in the caption “Trade and other payables”.

In accordance with IFRS 15, contract combination criteria should be used if they are negotiated as a package with a single commercial objective. The Company applied the requirements of IFRS 15 and concluded that in 2017 it would be necessary to make an adjustment as follows: the revenue from the sale of goods measured atcement and the selling and distribution expenses would both decrease by S/2,898,000.

(ii)Loyalty programe –

Under IFRIC 13 Customer Loyalty Programes, the loyalty program offered by the Group in the sale of cement results in the allocation of part of the price of the transaction to the loyalty program using the fair value of the consideration received, netpoints issued and the recognition of discounts.deferred revenue in relation to the points issued but not yet redeemed or expired. The Group will assess whether a variable considerationconcluded that under IFRS 15 the loyalty programe gives rise to a separate performance obligation, since it generally provides a material right to the customer. According to IFRS 15, the Group will need to allocate a portion of the transaction price to the loyalty programe based on the relative stand-alone selling price, instead of the allocation using the fair value of points issued, as it is done in accordance with IFRIC 13. The Group determined that less revenue should be recognized for this purpose.attributed to the goods sold compared to the existing accounting policy.

When IFRS 15 is adopted, the following adjustments are expected to the current fiscal year: the revenue from the sale of cement and the selling and distribution expenses would both decrease by S/1,819,000.


Notes to the consolidated financial statements (continued)

 

(ii)(b)Rendering of services

Transportation services are provide in the business of production and commercialization of cement, blocks, concrete and quicklime. These services are rendered together with the sale of goods to customers.

Under the current policy, the Group registers transportation services as separate benefits from sales of goods when they are sold together. The consideration of the transportation services is differentiated from the consideration for the sale of goods, and is assigned using prices list of each operation.

Under IFRS 15, allocation will be made based on relative stand-alone selling prices. Hence, the allocation of the consideration would not be affected.

The Group concluded that the transportation services are satisfied over time given that the customer simultaneously receives and consumes the benefits provided by the Group. Consequently, under IFRS 15 the Group would continue to recognize revenue for these service in conjunction with the revenue from the sale of goods.

(c)Presentation requirements and disclosures –

IFRS 15 provides

The presentation and disclosure requirements thatin IFRS 15 are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in the Group’s financial statements. Many of the disclosuresdisclosure requirements in IFRS 15 are completely new. In 2016,new and the Group startedhas assessed that the assessmentimpact of some of these disclosures requirements will be significant. In particular, the Group expects that the notes to the financial statements will be expanded because of the effectdisclosure of these new requirements onsignificant judgments made: when determining the transaction price of those contracts that include variable consideration, how the transaction price has been allocated to the performance obligations, and the assumptions made to estimate the stand-alone selling prices of each performance obligation. In addition, as required by IFRS 15, the Group will disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. It will also disclose information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. In 2017 the Group continued testing of appropriate systems, internal control,controls, policies and procedures necessary to collect and disclose the required information.


Notes to the consolidated financial statements (continued)

(d)Other adjustments

In addition to the major adjustments described above, on adoption of IFRS 15, other items of the primary financial statements such as deferred taxes, will be affected and adjusted as necessary. The recognition and measurement requirements in IFRS 15 are also applicable for recognition and measurement of any gains or losses on disposal of non-financial assets (such as items of property and equipment and intangible assets), when that disposal is not in the ordinary course of business. However, on transition, the effect of these changes is not expected to be material for the Group.

In summary, the impact of IFRS 15 adoption is expected to be, as follows:

Impact on equity (increase/(decrease)) as December 31, 2017:

 

 S/(000)
 IAS 7 Disclosure Initiative – Amendments
Sales of goods(4,717,000)
Selling and distribution expenses4,717,000
Net impact on profit for the year
Attributable to IAS 7
Equity holders of the parent(4,717,000)
Non-controlling interests
(4,717,000)

The amendments to IAS 7 Statement of Cash Flows are part of the IASB’s Disclosure Initiative and require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows andnon-cash changes. On initial application of the amendment, entities areprofit per share will not required to provide comparative information for preceding periods. These amendments are effective for annual periods beginning on or after 1 January 2017, with early application permitted. Application of amendments will result in additional disclosure providedbe affected by the Group.adoption of IFRS 15.

 

-IAS 12 Recognition of Deferred Tax Assets for Unrealized Losses – Amendments to IAS 12

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognized in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments are effective for annual periods beginning on or after 1 January 2017 with early application permitted. If an entity applies the amendments for an earlier period, it must disclose that fact. These amendments are not expected to have any impact on the Group.

IFRS 16 Leases

IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a singleon-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of’low-value’ ‘low-value’ assets (e.g., personal computers) and short-term leases.

leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term.term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on theright-of-use asset.

Lessees will be also required to re measureremeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognize the amount of the remeasurement of the lease liability as an adjustment to theright-of-use asset.

Notes to the consolidated financial statements (continued)

 

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.


Notes to the consolidated financial statements (continued)

IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.

IFRS 16 is effective for annual periods beginning on or after January 1, January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard’s transition provisions permit certain reliefs.exemptions.

The

In 2018, the Group is assessingwill continue to assess the potential effect of IFRS 16 on its consolidated financial statements.

 

-IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration

The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entities may apply the amendments on a fully retrospective basis. Alternatively, an entity may apply the Interpretation prospectively to all assets, expenses and income in its scope that are initially recognized on or after:

(i)The beginning of the reporting period in which the entity first applies the interpretation, or

(ii)The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the interpretation.

The Interpretation is effective for annual periods beginning on or after January 1, 2018. Early application of interpretation is permitted and must be disclosed. However, since the Group’s current practice is in line with the Interpretation, the Group does not expect any effect on its consolidated financial statements.

-IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments.


Notes to the consolidated financial statements (continued)

The Interpretation specifically addresses the following:

-Whether an entity considers uncertain tax treatments separately

-The assumptions an entity makes about the examination of tax treatments by taxation authorities

-How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

-How an entity considers changes in facts and circumstances

An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after January 1, 2019, but certain transition exemptions are available. The Group will apply interpretation from its effective date. Since the Group operates in a complex tax environment, applying the Interpretation may affect its consolidated financial statements and the required disclosures. In addition, the Group may need to establish processes and procedures to obtain information that is necessary to apply the Interpretation on a timely basis.

-Annual Improvements 2014-2016 Cycle (issued in December 2016)

These improvements include:

IFRS 1 First-time Adoption of International Financial Reporting Standards - Deletion of short-term exemptions for first-time adopters - Short-term exemptions in paragraphs E3–E7 of IFRS 1 were deleted because they have now served their intended purpose. The amendment is effective from January 1, 2018. This amendment is not applicable to the Group.

IAS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice. The amendments clarify that:

-An entity that is a venture capital organization, or other qualifying entity, may elect, at initial recognition on an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. This election can be made separately for each investment.

Notes to the consolidated financial statements (continued)

-If an entity, that is not itself an investment entity, has an interest in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint venture is initially recognized; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first becomes a parent.

The amendments should be applied retrospectively and are effective from January 1, 2018, with earlier application permitted. If an entity applies those amendments for an earlier period, it must disclose that fact.

These amendments are not applicable to the Group.

-Annual improvements to IFRS - 2015-2017 Cycle

The IASB has made the following amendments to the rules:

IFRS 3 Business Combinations – Interest previously held in a joint operation

These amendments clarify that, when an entity obtains control of a business that was previously a joint operation, it must apply the requirements of the business combinations carried out in stages, reassessing the fair value of the shares previously held in the assets and liabilities of the joint operation. These changes will be applied to business combinations whose acquisition date is in the periods beginning on January 1, 2019 or later, allowing early application.

IFRS 11 Joint arrangements - Units previously held in a joint operation

These amendments clarify that, when an entity participates, but has no control, in a joint operation and obtains joint control of that joint operation, which is a business in accordance with IFRS 3, it will not revalue previously held participation in the assets and liabilities of the joint operation to fair value. These modifications will be applied to transactions in which joint control is obtained for the periods beginning on or after January 1, 2019, allowing early application.

IAS 12 Income tax - Consequences of payments of financial instruments classified in equity

The amendments clarify that the tax consequences of the dividends depend more on the transactions or past events that generated that distributable profit than on the distribution to the owners. Therefore, an entity recognizes the tax consequences of a dividend in results, in other comprehensive income or in equity depending on how the entity recorded those transactions or past events. These modifications will be applied to the periods beginning on January 1, 2019 or later, allowing early application. When an entity applies these amendments for the first time, it will do so from the start date of the oldest comparative period.


Notes to the consolidated financial statements (continued)

IAS 23 Interest costs - Capitalized interest costs

The amendments clarify that an entity considers part of its general interest costs any interest costs originally incurred to develop a qualified asset when substantially all the activities necessary to prepare the asset for its use or sale have been completed. These modifications will be applied to the interest costs incurred in the periods beginning on January 1, 2019 or later, allowing early application.

Amendments to IAS 28 - Long-term investments in associates and joint arrangements

These amendments clarify that an entity must apply IFRS 9 Financial Instruments to long-term investments in associates or joint arrangements to which the equity method is not applied, but which in substance form part of the net investment in the associate or in the joint agreement. This clarification is relevant, since it implies that the expected credit loss model of IFRS 9 must be applied to said investments. It is also clarified that, when applying IFRS 9, the entity will not take into account any loss of the associate or the joint arrangement or any impairment loss of the net investment that was recorded as an adjustment to the net investment in the associate or in the joint agreement for the application of IAS 28 Investments in associates and joint agreements. The amendments include an example that illustrates how entities should apply the requirements of IAS 28 and IFRS 9 to these long-term investments. These modifications will be applied retroactively, with certain exceptions, to the periods beginning on January 1, 2019 or later, allowing early application.

Modifications to IAS 40 - Transfers of investment properties

The amendments clarify when an entity should transfer real estate, including those that are under construction or development, from or to investment properties. The modifications establish that the change of use occurs when the property meets, or fails to meet, the definition of investment property and there is evidence of such change in use. A mere change in management intentions does not provide evidence of change of use. Entities must apply the changes prospectively to changes in use that occur on or after the beginning of the year in which the entity applies the amendments for the first time. An entity should reassess the classification of property held on that date and, if applicable, reclassify the property to reflect the conditions existing on that date. The retroactive application in accordance with IAS 8 is only permitted if it is possible to do so without using information obtained subsequently. These modifications are effective for the periods beginning on January 1, 2018 or later, allowing early application. The Group will apply these modifications when they come into force. However, given that the Group’s current practice is in line with the clarifications issued, the Group does not expect any effect in its consolidated financial statements.


Notes to the consolidated financial statements (continued)

5.Transactions in foreign currency

Transactions in foreign currency take place at the open-market exchange rates published by the Superintendent of Banks, Insurance and Pension Funds Administration. As of December 31, 20162017, the exchange rates for transactions in United States dollars, published by this institution, were S/3.238 for purchase and S/3.245 for sale (S/3.352 for purchase and S/3.360 for sale (S/3.408 for purchase and S/3.413 for sale as of December 31, 2015)2016).

As of December 31, 20162017 and 2015,2016, the Group had the following assets and liabilities in United States dollars:

 

 2017 2016 
  2016   2015   US$(000)   US$(000) 
  US$(000)   US$(000)         

Assets

            

Cash and cash equivalents

   3,371    29,153   1,157   3,371 

Trade and other receivables

   5,517    8,472   7,764   5,517 

Advances to suppliers for work in progress

   2,733    5,997   5,534   2,733 

Assets held for distribution

   1,885    —        1,885 
  

 

   

 

   14,455   13,506 
   13,506    43,622         
  

 

   

 

 

Liabilities

            

Trade and other payables

   (15,224   (15,174  (18,274)  (15,224)

Liabilities held for distribution

   (379   —        (379)

Interest-bearing loans and borrowings

   (300,000   (300,000  (300,000)  (300,000)
  

 

   

 

   (318,274)  (315,603)
   (315,603   (315,174        
  

 

   

 

   (303,819)  (302,097)
   (302,097   (271,552
  

 

   

 

 

Cross currency swap position

   300,000    300,000   300,000   300,000 
  

 

   

 

         

Net monetary position

   (2,097   28,448   (3,819)  (2,097)
  

 

   

 

 

As of December 31, 20162017 and 2015,2016, the Group maintains cross currency swaps contracts (“CCS”) designated as cash flow hedges for its Senior Notes denominated in US dollars, seedollars. See note 14.

Notes to the consolidated financial statements (continued)

 

During 2017 and 2016, the net loss originated from exchange differences was approximately S/2,226,000 and S/2,541,000, respectively; during 2015 the net gain from exchange difference amounted to S/12,194,000, and in 2014 the net result from exchange differences was a lossgain of S/14,686,000, which12,194,000. All these results were presented in the “(Loss) gain from exchange difference, net” caption in the consolidated statements of profit or loss.


Notes to the consolidated financial statements (continued)

 

6.Cash and cash equivalents

 

(a)This caption was made up as follows:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Cash on hand

   1,391    1,388    2,763   1,088   1,391   1,388 

Cash at banks (b)

   28,424    46,419    283,568   24,128   28,424   46,419 

Short-term deposits (c)

   50,400    110,200    294,168   24,000   50,400   110,200 
  

 

   

 

   

 

             
  49,216   80,215   158,007 
   80,215    158,007    580,499 
  

 

   

 

   

 

 

 

(b)Cash at banks is cash denominated in local and foreign currencies, is deposited in local and foreign banks and is freely available. The demand deposits interest yield is based on daily bank deposit rates.

(c)As of December 31, 2017, 2016 2015 and 2014, the2015, short-term deposits held in local banks were freely available and earned interest at the respective short-term deposits rates. These short-term deposits, with original maturities of less than three months, were collected in January 2018, 2017 and 2016, respectively.

During the years 2017, 2016 and 2015, respectively.

During the years 2016, 2015 and 2014, the term deposits generated interests forof S/1,342,000, S/2,154,000 and S/2,587,000, and S/6,824,000, respectively, see Noterespectively. See note 23. From these amounts S/114,000159,000 and S/131,000114,000 are pending of collection as of December 31, 2017 and 2016, and 2015, respectively, see Noterespectively. See note 7(a).


Notes to the consolidated financial statements (continued)

 

7.Trade and other receivables

 

(a)This caption was made up as follows:

 

  Current   Non-current  Current Non-current 
  2016   2015   2016   2015  2017 2016 2017 2016 
  S/(000)   S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) S/(000) 
                

Trade receivables (b)

   68,529    73,154    —      —     81,299   68,529       
Indemnification from insurance, note 22(b)  9,380          

Other receivables from sale of fixed assets

   2,780    4,034    5,639     3,574   2,780   3,221   5,639 
Accounts receivable from Parent company and affiliates, note 25  1,372   704       

Loans to employees

   1,972    1,267    —      —     1,091   1,972       

Accounts receivable from Parent company and affiliates, note 25

   704    504    —      —   
Interests receivables, note 6(c)  159   114       

Funds restricted to tax payments

   353    2,190    —      —     73   353       

Interests receivables, note 6(c)

   114    131    —      —   

Other accounts receivable

   4,069    5,038    —      —     2,036   4,069       

Allowance for doubtful accounts (e)(d)

   (781   (667   —      —     (1,685)  (781)      
  

 

   

 

   

 

   

 

 

Financial assets classified as receivables (f)

   77,740    85,651    5,639    —   
  

 

   

 

   

 

   

 

 
Financial assets classified as receivables (e)  97,299   77,740   3,221   5,639 

Value-added tax credit (c)

   2,752    24,681    9,511    54,175   2,177   2,752   3,745   9,511 

Tax refund receivable (d)

   629    565    9,970    9,970 
  

 

   

 

   

 

   

 

 
Tax refund receivable (c)  42   629   9,241   9,970 
                

Non-financial assets classified as receivables

   3,381    25,246    19,481    64,145   2,219   3,381   12,986   19,481 
  

 

   

 

   

 

   

 

                 
  99,518   81,121   16,207   25,120 
   81,121    110,897    25,120    64,145 
  

 

   

 

   

 

   

 

 

  

(b)Trade account receivables are interest bearing and are generally have 30-90 day terms.maturities.

(c)As of December 31, 2016, the value-added tax credit is mainly related to the activities of Salmueras Sudamericanas S.A. (Salmueras). According to the Peruvian current tax rules, the Group has the right to compensate this credit against the value-added tax to be generated by Salmuerassales. During 2017, the Group has recognized an impairment on its future sales. This kind of tax credit never expires. From the total amount, S/5,582,000 will be recovered in the long term when the brine project, begins operations.
(d)As of December 31, 2016 and 2015,as a consequence the Group hadwrote-off value-added tax refund receivables related to the operations of Dinoselva Iquitos S.A.C. ofcredit for S/9,970,000. These tax refund receivables are value-added tax credits originated from purchases made from 2005 to 2007 in the northeast region of Peru. The Group has a formal disagreement with the Peruvian tax authorities in connection with these refunds. In the Group´s legal advisors opinion, the Group has strong basis to recover these tax refunds, however, they consider that such recovery will occur in the long-term, considering the long time that this kind of procedures last due to all instances and formal processes that have to be completed.5,654,000, see note 1.2.


Notes to the consolidated financial statements (continued)

As of December 31, 2017, the value-added tax credit is mainly related to the activities of Empresa de Transmisión Guadalupe S.R.L. and will be compensated against the value-added tax generated by the sales of this subsidiary. As of December 31, 2017 and 2016, the Group had value-added tax refund receivables related to the operations of Dinoselva Iquitos S.A.C. of S/9,241,000 and S/9,970,000, respectively.These tax refund receivables are value-added tax credits originated from purchases made from 2005 to 2007 in the northeast region of Peru. The Group has a formal disagreement with the Peruvian tax authorities in connection with these refunds. In the Group’s legal advisors opinion, the Group has strong basis to recover these tax refunds, however, they consider that such recovery will occur in the long-term, considering the long time that this kind of procedures last due to all instances andformal processes that have to be completed.

 

(e)(d)The movement of the allowance for doubtful accounts is as follows:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Opening balance

   667    352    395   781   667   352 

Additions, note 20

   114    315    —     1,190   114   315 

Recovery, note 20

   —      —      (43
Write-off  (286)      
  

 

   

 

   

 

             

Ending balance

   781    667    352   1,685   781   667 
  

 

   

 

   

 

 

 

(f)(e)The aging analysis of trade and other accounts receivable as of December 31, 20162017 and 2015,2016, is as follows:

 

   Past due but not impaired 
          Past due but not impaired   Total Neither past due
nor impaired
 <30
days
 30-60
days
 61-90
days
 91-120
days
 >120
days
 
  Total   Neither past due
nor impaired
   

< 30

days

   

30-60

days

   

61-90

days

   

91-120

days

   

> 120

days

   S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)                             
2017  100,520��  79,795   7,549   1,612   1,710   453   9,401 

2016

   83,379    58,865    17,551    1,477    651    374    4,461   83,379   58,865   17,551   1,477   651   374   4,461 

2015

   85,651    68,332    13,138    1,586    643    282    1,670 

See Notenote 29 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired.


Notes to the consolidated financial statements(continued)

 

8.Inventories

 

(a)This caption is made up as follows:

 

   2016   2015 
   S/(000)   S/(000) 

Goods and finished products

   21,427    22,929 

Work in progress

   107,882    88,349 

Raw materials

   71,248    74,393 

Packages and packing

   2,045    2,081 

Fuel and carbon

   29,033    41,745 

Spare parts and supplies

   117,643    89,550 

Inventory in transit

   3,941    2,486 
  

 

 

   

 

 

 
   353,219    321,533 

Less - Provision for inventory obsolescence and net realizable value (b)

   (6,684   (14,055
  

 

 

   

 

 

 
   346,535    307,478 
  

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)

  2017  2016 
  S/(000)  S/(000) 
         
Goods and finished products  27,386   21,427 
Work in progress  105,882   107,882 
Raw materials  74,477   71,248 
Packages and packing  1,975   2,045 
Fuel and carbon  26,986   29,033 
Spare parts and supplies  141,623   117,643 
Inventory in transit  4,093   3,941 
   382,422   353,219 
Less - Provision for inventory obsolescence and net realizable value (b)  (9,402)  (6,684)
         
   373,020   346,535 

 

(b)Movement in the provision for inventory obsolescence and net realizable value is set forth below:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Opening balance

   14,055    5,146    5,599   6,684   14,055   5,146 

Additions

   1,725    9,335    80   3,183   1,725   9,335 

Recoveries

   (226   (426   (533  (465)  (226)  (426)

Disposals

   (8,870   —      —        (8,870)   
  

 

   

 

   

 

             

Final balance

   6,684    14,055    5,146   9,402   6,684   14,055 
  

 

   

 

   

 

 

 

9.Available–for-sale financial investments

 

(a)Movement inavailable-for-sale financial investments is as follow:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Beginning balance

   436    744    36,058 

Fair value change recorded in other comprehensive income

   221    (308   (16,378

Disposals (b)

   —      —      (18,936
  

 

 

   

 

 

   

 

 

 

Ending balance

   657    436    744 
  

 

 

   

 

 

   

 

 

 

(b)Available-for-sale financial investments include the following:

   2016 
   Cost   Unrealized gain   Fair value 
   S/(000)   S/(000)   S/(000) 

Equity securities – listed Peruvian company

   450    207    657 
  

 

 

   

 

 

   

 

 

 

Total

   450    207    657 
  

 

 

   

 

 

   

 

 

 
   2015 
   Cost   Unrealized loss   Fair value 
   S/(000)   S/(000)   S/(000) 

Equity securities – listed Peruvian company

   450    (14   436 
  

 

 

   

 

 

   

 

 

 

Total

   450    (14   436 
  

 

 

   

 

 

   

 

 

 

The fair value of the listed shares is determined by reference to published price quotations in an active market. Union Andina de Cementos S.A.A. (listed Peruvian company) shares are publicly traded in Lima Stock Exchange (LSE).

  2017  2016  2015 
  S/(000)  S/(000)  S/(000) 
             
Beginning balance  657   436   744 
Investment shares from spin-off, note 1.1  21,206       
Fair value change recorded in other comprehensive income  37   221   (308)
Disposals (c)  (694)      
             
Ending balance  21,206   657   436 


Notes to the consolidated financial statements (continued)

As of January 1, 2014 the Company had equity shares of Sindicato de Inversiones y Administración S.A. (SIA), the main shareholder of Union Andina de Cementos S.A.A. with a participation of 43.38% in its capital stock. On October 10, 2014 the Company sold itsavailable-for-sale financial investment in SIA for approximately US$6,514,000 (equivalent to S/18,936,000). As a result of this disposal, in October 2014, the Company transferred a gain of S/10,537,000 from the OCI to the consolidated statement of profit or loss.statements(continued)

 

(b)As of December 31, 2017, the balance of financial investments available-for-sale corresponds to the investment shares of Fossal S.A.A. owned by the Company, as a result of the execution of the spin-off project, which are recorded at cost. See notes 1.1. and 2.3.2.

(c)As of December 31, 2016, financial investments available-for-sale included 256,624 shares of Unión Andina de Cementos S.A.A. (UNACEM), which are publicly traded on the Lima Stock Exchange (BVL) and whose fair value is determined based on public price quotes. On December 14, 2017, the Company sold its available-for-sale financial investments in UNACEM for S/694,000. As a result of this sale, the Company transferred a gain of S/243,000 from the consolidated statement of other comprehensive income to the consolidated statement of profit or loss.

Available-for-sale financial investments include the following as of December 31, 2016:

  2016 
  Cost  Unrealized gain  Fair value 
  S/(000)  S/(000)  S/(000) 
             
Equity securities – listed Peruvian company  450   207   657 
             
Total  450   207   657 

(d)The breakdown of the investments in equity securities held for the years 20162017 and 20152016 is as follows (number of shares):

 

   2016   2015 

Unión Andina de Cementos S.A.A. (*)

   256,624    256,624 
  2017  2016 
       
Fossal S.A.A.(*)  9,148,373    
Unión Andina de Cementos S.A.A. (**)     256,624 

 

(*)Represents 7.76% of its common shares.

(**)Represents 0.016% of its common shares.

There were no changes in the movement of the number of shares of Union Andina de Cementos S.A.A. during the years ended as of December 31, 2016 and 2015.


Notes to the consolidated financial statements (continued)

statements(continued)

 

10.Property, plant and equipment

 

(a)The composition and movement in this caption as of the date of the consolidated statements of financial position is presented below:

 

 Mining
concessions (b)
 

Mine

development

costs (b)

 Land 

Buildings

and other
construction

 

Machinery,

equipment

and related
spare parts

 Furniture
and
accessories
 Transportation
units
 Computer
equipment
and tools
 Mine
rehabilitation
costs
 Capitalized
interests
 

Works in
progress
and units

in transit

 Total  Mining concessions
(b)
 Mine development
costs (b)
 Land Buildings and other
construction
 Machinery,
equipment and
related spare parts
 Furniture and
accessories
 Transportation units Computer
equipment and
tools
 Mine rehabilitation
costs
 Capitalized
interests
 Works in progress
and units
in transit
 Total 
 S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000)  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
                         

Cost

                                     

As of January 1, 2015

 77,487  102,010  218,066  313,769  810,666  29,840  117,219  45,511  4,575  22,773  771,324  2,513,240 

Additions

 1,734  23,117  3,421   —    3,192  1,316  7,045  3,349   —     —    435,446  478,620 

Capitalized interests (d)

  —     —     —     —     —     —     —     —     —    38,822   —    38,822 

Disposals

 (4  —    (2,247 (283 (362 (88 (292 (236  —     —    (2,026 (5,538

Transfers

  —     —     —    123,184  173,146  29  1,314  4,390   —     —    (313,998 (11,935
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

As of December 31, 2015

 79,217  125,127  219,240  436,670  986,642  31,097  125,286  53,014  4,575  61,595  890,746  3,013,209 
As of January 1, 2016 79,217 125,127 219,240 436,670 986,642 31,097 125,286 53,014 4,575 61,595 890,746 3,013,209 

Additions

 484  4,944  44   —    13,297  109  2,651  1,803  1,488   —    82,362  107,182  484 4,944 44  13,297 109 2,651 1,803 1,488  82,362 107,182 

Capitalized interests (d)

  —     —     —     —     —     —     —     —     —    3,309   —    3,309           3,309  3,309 

Disposals

  —     —     —     —    (13,661 (9 (7,020 (18  —     —    (871 (21,579     (13,661)(9)(7,020)(18)  (871)(21,579)

Transfers

 136  1,473  61  240,992  515,631  19  502  1,307   —     —    (758,749 1,372  136 1,473 61 240,992 515,631 19 502 1,307   (758,749)1,372 

Assets held for distribution

 (3,029 (89,959  —    (20,114 (65,525 (703 (1,711 (2,605  —     —    (28,835 (212,481 (3,029)(89,959) (20,114)(65,525)(703)(1,711)(2,605)  (28,835)(212,481)
As of December 31, 2016 76,808 41,585 219,345 657,548 1,436,384 30,513 119,708 53,501 6,063 64,904 184,653 2,891,012 
Additions  2,260 9,186 232 12,696 88 10,511 1,350   32,280 68,603 
Disposals    (1,171)(614)(17)(8,213)(178)  (397)(10,590)
Transfers, note 11  1,402 27 20,328 142,593 817 312 3,740 26  (173,664)(4,419)
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                          

As of December 31, 2016

 76,808  41,585  219,345  657,548  1,436,384  30,513  119,708  53,501  6,063  64,904  184,653  2,891,012 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
As of December 31, 2017 76,808 45,247 228,558 676,937 1,591,059 31,401 122,318 58,413 6,089 64,904 42,872 2,944,606 
                         

Accumulated depreciation

                                     

As of January 1, 2015

 12,161  9,457   —    42,353  182,366  25,916  48,319  34,266  1,432   —     —    356,270 

Additions

 72   —     —    10,048  46,826  768  9,824  3,258   —    14   —    70,810 

Disposals

  —     —     —    (35 (178 (79 (160 (228  —     —     —    (680
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

As of December 31, 2015

 12,233  9,457   —    52,366  229,014  26,605  57,983  37,296  1,432  14   —    426,400 
As of January 1, 2016 12,233 9,457  52,366 229,014 26,605 57,983 37,296 1,432 14  426,400 

Additions

 72  296   —    17,194  76,322  852  11,104  3,572   —    1,403   —    110,815  72 296  17,194 76,322 852 11,104 3,572  1,403  110,815 

Disposals

  —     —     —     —    (4,613 (3 (2,866 (7  —     —     —    (7,489     (4,613)(3)(2,866)(7)   (7,489)

Assets held for distribution

 (186  —     —    (615 (3,805 (250 (1,511 (1,389  —     —     —    (7,756 (186)  (615)(3,805)(250)(1,511)(1,389)   (7,756)
As of December 31, 2016 12,119 9,753  68,945 296,918 27,204 64,710 39,472 1,432 1,417  521,970 
Additions  506  17,482 85,937 728 12,966 3,629 2 1,519  122,769 
Disposals    (633)(221)(17)(4,697)(335)   (5,903)
Transfers, note 11  (509)         (509)
As of December 31, 2017 12,119 9,750  85,794 382,634 27,915 72,979 42,766 1,434 2,936  638,327 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                          
Impairment mining assets (b)                         
As of December 31, 2016 41,213 24,048 258 13,837 12,166 168 26 400 3,143  735 95,994 
Additions, note 1.2 1,645     33  54    1,732 
As of December 31, 2017 42,858 24,048 258 13,837 12,166 201 26 454 3,143  735 97,726 
                         
Net book value                         
                         
As of December 31, 2017 21,831 11,449 228,300 577,306 1,196,259 3,285 49,313 15,193 1,512 61,968 42,137 2,208,553 
                         

As of December 31, 2016

 12,119  9,753   —    68,945  296,918  27,204  64,710  39,472  1,432  1,417   —    521,970  23,476 7,784 219,087 574,766 1,127,300 3,141 54,972 13,629 1,488 63,487 183,918 2,273,048 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Impairment mining assets (b)

 41,213  24,048  258  13,837  12,166  168  26  400  3,143   —    735  95,994 
 

 

  

 

  

 

  

 

  

 

  

 

  

��

 

  

 

  

 

  

 

  

 

  

 

 

Net book value

            

As of December 31, 2016

 23,476  7,784  219,087  574,766  1,127,300  3,141  54,972  13,629  1,488  63,487  183,918  2,273,048 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Assets held for distribution as of December 31, 2016

 2,843  89,959   —    19,499  61,720  453  200  1,216   —     —    28,835  204,725  2,843 89,959  19,499 61,720 453 200 1,216   28,835 204,725 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

As of December 31, 2015

 25,771  91,622  218,982  370,467  745,462  4,324  67,277  15,318   —    61,581  890,011  2,490,815 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Notes to the consolidated financial statements (continued)

statements(continued)

 

(b)Mining concessions mainly include net acquisition costs byof S/15,367,000 related to coal concessions acquired through a purchase option executed from 2011 to 2013. The caption also includes some concessions acquired by the Group for exploration activities related to the cement business.

 

In previous years management recognized a full impairment charge of approximately S/95,994,000, related to the total net book value of a closed zinc mining unit which includes concession costs, development costs and related facilities and equipments. From this amount, S/41,213,000 corresponds to concessions costs. According to the management´s expectation the recovery amount of this zinc mining unit is zero.

In previous years management recognized a full impairment charge of approximately S/95,994,000, related to the total net book value of a closed zinc mining unit which includes concession costs, development costs and related facilities and equipments. From this amount, S/41,213,000 corresponds to concessions costs. According to the management’s expectation the recovery amount of this zinc mining unit is zero.

As of December 31, 2017, the Group has recognized an impairment on the brine project. As a consequence the Group wrote-off the concessions and other related assets for S/1,732,000. See note 1.2.

 

(c)There were no additions under finance leases during the years 20162017 and 2015.2016.

 

(d)During 2016 and 2015 the Group capitalized borrowing costs byfor S/3,309,000 and S/38,822,000 mainly related with the expansion of the cement plant located in Piura. The rate used to determine the amount of borrowings costs eligible for capitalization was approximately 5.00 percent as of December 31, 2016, which is the effective rate of the only borrowing the Group has as of such date. The amount of borrowing costs eligible for capitalization is determined by applying the capitalization rate to the capital expenditures incurred on qualifying assets. Since September 2015, a part of this project is operating. OnIn February 2016, a significant part of thiscement plant was launched to operations, and the Group ceased to capitalize borrowing costs.

 

(e)The Group has assessed the recoverable amount of its remnant long-term assets and did not find an impairment of these assets as of December 31, 2016.2017.

 

(f)Work in progress included in property, plant and equipment as of December 31, 20162017 amounted to S/183,918,000 (2015:42,137,000 (2016: S/890,011,000)183,918,000) and is mainly related to complementary facilities of the cement plant located in Piura, Peru.plants.

 

(g)As of December 31, 2017, the Group maintains accounts payable related to the acquisition of property, plant and equipment totaling S/5,368,000 (S/7,870,000 as of December 31, 2016).

Notes to the consolidated financial statements (continued)

11.Exploration, evaluation and evaluationintangible assets

 

(a)The composition and movement of this caption as of the date of the consolidated statements of financial position is presented below:

 

  S/(000) 

Cost

 

Cost

As of January 1, 2015

2016
  57,74089,829 

Additions (b)

12,187

Transfers

11,935

As of December 31, 2015

81,862

Additions (b)

  10,619 

Transfers,

note 10
  (1,372)

Amortization

(451

Assets held for distribution,

note 1.1
  (47,630)

As of December 31, 2016

51,446
Additions1,384
Transfers, note 104,419
As of December 31, 201757,249
Accumulated amortization
As of January 1, 20167,967
Additions451
As of December 31, 20168,418
Additions1,437
Transfers, note 10509
As of December 31, 201710,364
Impairment, note 1.233,469
Net value
As of December 31, 2016  43,028 
 

As of December 31, 201713,416 

Notes to the consolidated financial statements (continued)

 

(b)As of December 31, 2016,2017, the exploration and evaluation assets mainly include capital expenditures related to the coal project and to others minor projects related to the cement business. As of December 31, 2016, mainly include S/33,469,000 related to the brine project, and S/9,559,000 related to others minor projects. As of December 31, 2015, mainly include S/33,469,000 related to brine project, S/40,521,000 related to phosphates project, and S/7,872,000 related to others minor projects.

 

(c)As of December 31, 2016 and 2015,During 2017, the Group has assessedrecognized an impairment in the use conditions of itsbrine project, and the Group wrote-off exploration and evaluation assets and did not find any indicator that these assets may be impaired.for S/33,469,000. See note 1.2.

 

As of December 31, 2016, the Group evaluated the conditions of use of the projects related to mining exploration and evaluation costs and did not find any indication of impairment.


Notes to the consolidated financial statements (continued)

12.Trade and other payables

This caption is made up as follows:

 

  2016   2015  2017 2016 
  S/(000)   S/(000)  S/(000)  S/(000) 
        

Trade payables

   64,098    86,067   76,478   64,098 
Dividends payable, note 16(g)  29,725   5,070 

Interests payable

   17,892    18,174   17,280   17,892 
Remuneration payable  14,920   14,108 

Taxes and contributions

   15,003    8,011   10,904   15,003 

Remuneration payable

   14,108    19,030 

Hedge finance cost payable

   11,073    10,897   10,505   11,073 

Board of Directors’ fees

   5,406    6,329   5,773   5,406 

Dividends payable, note 16(g)

   5,070    4,235 
Advances from customers  4,276   1,181 

Guarantee deposits

   2,302    4,177   2,481   2,302 

Advances from customers

   1,181    7,428 
Account payable to related party, note 25  516    

Other accounts payable

   6,640    6,413   5,137   6,640 
  

 

   

 

         
  177,995   142,773 
   142,773    170,761 
  

 

   

 

 


Trade accounts payable result from the purchasespurchase of material, services and supplies for the Group operation, and mainly correspond to invoices payable to domestic suppliers. Arenon-interest bearing and are normally settled on 60 to 120 days term.

Other payables arenon-interest bearing and have an average term of 3 months.

Interest payable is normally settled semiannually throughout the financial year.

For explanations on the Group´sGroup’s liquidity risk management processes, refer to Notenote 29.


Notes to the consolidated financial statements (continued)

 

13.Provisions

This caption is made up as follows:

 

 Workers’
profit-sharing
 Long-term incentive plan Rehabilitation provision Total 
 S/(000) S/(000) S/(000) S/(000) 
                
At January 1, 2017  17,018   34,368   2,367   53,753 
Additions, notes 21 and 25  21,554   11,401      32,955 
Change in estimates, note 22     477   45   522 
Payments and advances  (18,425)  (15,924)  (13)  (34,362)
                
At December 31, 2017  20,147   30,322   2,399   52,868 
                
Current portion  20,147   4,200   228   24,575 
Non-current portion     26,122   2,171   28,293 
                
  

Workers’

profit-sharing

   Long-term
incentive plan
   Rehabilitation
provision
   Total   20,147   30,322   2,399   52,868 
  S/(000)   S/(000)   S/(000)   S/(000)                 

At January 1, 2016

   21,273    36,906    3,339    61,518   21,273   36,906   3,339   61,518 

Additions, notes 21 and 25

   18,692    16,088    1,488    36,268   18,692   16,088   1,488   36,268 

Change in estimates, note 22

   —      —      5,259    5,259         5,259   5,259 

Unwinding of discount, note 24

   —      345    —      345      345      345 

Payments and advances

   (22,947   (18,971   (7,719   (49,637  (22,947)  (18,971)  (7,719)  (49,637)
  

 

   

 

   

 

   

 

                 

At December 31, 2016

   17,018    34,368    2,367    53,753   17,018   34,368   2,367   53,753 
  

 

   

 

   

 

   

 

 
                

Current portion

   17,018    13,817    876    31,711   17,018   13,817   876   31,711 

Non-current portion

   —      20,551    1,491    22,042      20,551   1,491   22,042 
  

 

   

 

   

 

   

 

                 
  17,018   34,368   2,367   53,753 
   17,018    34,368    2,367    53,753 
  

 

   

 

   

 

   

 

 

At January 1, 2015

   29,353    21,959    3,171    54,483 

Additions, notes 21 and 25

   23,393    14,159    —      37,552 

Change in estimates, note 22

   —      —      514    514 

Unwinding of discount, note 24

   —      788    —      788 

Payments and advances

   (31,473   —      (346   (31,819
  

 

   

 

   

 

   

 

 

At December 31, 2015

   21,273    36,906    3,339    61,518 
  

 

   

 

   

 

   

 

 

Current portion

   21,273    5,788    1,819    28,880 

Non-current portion

   —      31,118    1,520    32,638 
  

 

   

 

   

 

   

 

 
   21,273    36,906    3,339    61,518 
  

 

   

 

   

 

   

 

 

Workers’ profit sharing -

In accordance with Peruvian legislation, the Group maintains an employee profit sharing plan between 8% and 10% of annual taxable income. Distributions to employees under the plan are based 50% on the number of days that each employee worked during the preceding year and 50% on proportionate annual salary levels.


Notes to the consolidated financial statements (continued)

 

Long-term incentive plan -

In 2011, the Group implemented a compensation plan for its key management. This long-term benefit is payable in cash, based on the salary of each officer and depends on the years of service of each officer in the Group. Under the plan, the executive would receive the equivalent of an annual salary for each year of service beginning to accrue from 2011. This benefit accrues and accumulates for each officer, and is payable in two moments: to a group on the sixth year since the creation of this bonuses plan, to a second group on the seventh year since the creation of this bonuses plan and the last payment at the end of the ninth year from the creation of the plan. If the executive decides to voluntarily leave the Group before a scheduled distribution, he will not receive this compensation. In accordance with IAS 19, the Group used the Projected Unit Credit Method to determine the present value of this deferred obligation and the related current deferred cost, considering the expected increases in salary base and the corresponding current government bond discount rate. As of December 31, 20162017 and 2015,2016, the Group maintains a recorded liability for S/34,368,00030,322,000 and S/36,906,000,34,368,000, respectively, related to this compensation.

Rehabilitation provision -

As of December 31, 20162017 and 2015,2016, it corresponds to the provision for the future costs of rehabilitating the quarries exploited in Company’s operations and the zinc mine site (fully impaired in 2011), located in the Region of Amazonas. The provision has been created based on studies made by internal specialists. Management believes that the assumptions used, based on current economic environment, are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material change to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary decommissioning works required to reflect future economic conditions.

Future cash flows were estimated from financial budgets approved by senior management and the range of risk free discount rates used in the calculation of the present value of this provision as of December 31, 2017 and 2016 were from 6.52 to 7.65 percent (average rate of 6.09 percent as of December 31, 2015).percent.

Management expects to incur a significant part of this obligation in the medium and long term. The Group estimates that this liability is sufficient according to the current environmental protection laws approved by the Ministry of Energy and Mines.

 

14.Interest-bearing loans and borrowings

This caption is made up as follows:

 

  Nominal interest
rate
   Maturity   2016   2015  Nominal interest
rate
 Maturity 2017 2016 
  %       S/(000)   S/(000)  % S/(000) S/(000) 

Senior Notes

                        

Principal, net of issuance costs

   4.50    Feb 8, 2023    998,148    1,012,406   4.50   Feb 8, 2023   965,290   998,148 
      

 

   

 

                 

Totalnon-current loans

       998,148    1,012,406           965,290   998,148 
      

 

   

 

 


Notes to the consolidated financial statements (continued)

 

Senior Notes

The General Shareholder´sShareholder’s Meeting held on January 7, 2013, approved that the Company complete a financing transaction. In connection with this, the Board of Directors’ Meeting held on January 24, 2013, agreed to issue Senior Notes through a private offering under Rule 144A and Regulation S of the U.S. Securities Act of 1933. Also it was agreed to list these securities in the Ireland Stock Exchange. Consequently, on February 1, 2013, the Company issued Senior Bonds within a face valueprincipal amount of US$300,000,000, with a nominal annual interest rate of 4.50%, and maturity in 2023, obtaining total net proceeds of US$293,646,000 (S/762,067,000). The Company has used part of the net proceeds from the offering to prepay certain of its existing debt and the difference has been used into fund capital expenditures in connection with its cement business. The Senior Notes are guaranteed by the following Company’s subsidiaries: Cementos Selva S.A., Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmision Guadalupe S.A.C., Dinoselva Iquitos S.A.C and Calizas del Norte S.A.C. (on(in liquidation).

As of

For the year ended December 31, 20162017 and 2015,2016, the Senior Notes accrued interest recorded in the consolidated statement of profit or loss forof S/44,729,00045,358,000 and S/8,108,000,44,729,000, net of capitalization of interest, respectively, seerespectively. See note 24.

In the case that the Company and guarantee subsidiaries require to issue debt or equity instruments or merges with another company or dispose or rent significant assets, Thethe senior notes will activate the following covenants, calculated on the Company and Guarantee Subsidiaries annual consolidated financial statements:

 

The fixed charge covenant ratio would be at least 2.5 to 1.
-The fixed charge covenant ratio would be at least 2.5 to 1.

 

The consolidateddebt-to-EBITDA ratio would be no greater than 3.5 to 1.
-The consolidated debt-to-EBITDA ratio would be no greater than 3.5 to 1.

As of December 31, 2016, and 2015, the Company has not entered in any of the operations mentioned before. As of December 31, 2017, the Company has complied with the covenants as set forth in the indenture related to the Senior Notes.

As of December 31, 2017 and 2016, the Group entered intomaintains cross currency swaps contracts (“CCS”) to reduce the foreign exchange risk of its Senior Notes which are denominated in US dollars, see Notenote 30(b).


Notes to the consolidated financial statements (continued)

 

15.Deferred income tax assets and liabilities net

This caption is made up as follows:

 

 As of January
01, 2016
 Effect on profit or loss Effect on 
OCI
 Discontinued operations As of December
31, 2016
 Effect on profit or loss Effect on 
OCI
 Discontinued operations As of December
31, 2017
 
  As of
January 01,
2015
 

Effect

on

profit

or loss

 

Effect
on

OCI

 

Effect
on

Equity

 As of
December 31,
2015
 Effect on
profit or
loss
 

Effect
on

OCI

 Discontinued
operations
 As of
December 31,
2016
  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000)                            

Movement of deferred income tax assets

          
Movement of deferred income tax assets:                           

Deferred income tax assets

                                     
Provision for vacations 355  (116)   (167) 72  16      88 
Effect of differences between book and tax bases of fixed assets and in the depreciation rates used for book purposes (467) 14    455  2  34      36 
Other 62  10    (36) 36  (18)     18 

Tax-loss carry forward

   17,183  3,944   —     —    21,127  301   —    (16,475 4,953  21,127  301    (16,475) 4,953  (4,953)      

Pre-operating costs

   —     —     —     —     —    1,287   —     —    1,287    1,287      1,287  (1,287)      

Provision for vacations

   369  (14  —     —    355  (116  —    (167 72 

Other

   66  (4  —     —    62  10   —    (36 36 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
   17,618  3,926   —     —    21,544  1,482   —    (16,678 6,348 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Deferred income tax liabilities

          

Effect of differences between book and tax bases of fixed assets and in the depreciation rates used for book purposes

   (443 (24  —     —    (467 14   —    455  2 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
   (443 (24  —     —    (467 14   —    455  2 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total deferred income tax assets, net

   17,175  3,902   —     —    21,077  1,496   —    (16,223 6,350 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
Total deferred income tax assets 21,077  1,496    (16,223) 6,350  (6,208)     142 
                           

Movement of deferred income tax liabilities:

                                     

Deferred income tax assets

                                     

Impairment of zinc mining assets

   24,986   —     —     —    24,986  3,332   —     —    28,318  24,986  3,332      28,318        28,318 
Impairment on brine project assets, note 1.2           17,087      17,087 

Long-term incentive plan

   6,149  4,185   —     —    10,334  (196  —     —    10,138  10,334  (196)     10,138  (1,194)     8,944 

Provision for vacations

   3,406  645   —     —    4,051  (382  —     —    3,669  4,051  (382)     3,669  157      3,826 
Available-for-sale financial investment from spin-off, note 1.1               2,253  2,253 
Discounts on trade receivables           1,093      1,093 

Other

   3,240  2,555   —     —    5,795  (2,016  —     —    3,779  5,795  (2,016)     3,779  1,849      5,628 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
   37,781  7,385   —     —    45,166  738   —     —    45,904 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  45,166  738      45,904  18,992    2,253  67,149 

Deferred income tax liabilities

                                     

Effect of differences between book and tax bases of fixed assets and in the depreciation rates used for book purposes

   (113,307 (10,850  —     —    (124,157 (33,479  —     —    (157,636 (124,157) (33,479)     (157,636) (11,332)     (168,968)

Effect ofavailable-for-sale investments

   (76  —    79   —    3   —    (65  —    (62
Effect of costs of issuance of senior notes (3,218) 312      (2,906) 484      (2,422)

Net gain on cash flow hedge

   (1,995 (26,346 (4,098  —    (32,439 711  11,104   —    (20,624 (32,439) 711  11,104    (20,624) 9,203  11,277    (144)

Effect of costs of issuance of senior notes

   (3,678 460   —     —    (3,218 312   —     —    (2,906
Effect of available-for-sale investments disposed, note 9 3    (65)   (62)   62     

Other

   (4,608 214   —    (30 (4,424 (4  —     —    (4,428 (4,424) (4)     (4,428) (10)     (4,438)
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
   (123,664 (36,522 (4,019 (30 (164,235 (32,460 11,039   —    (185,656
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  (164,235) (32,460) 11,039    (185,656) (1,655) 11,339    (175,972)

Total deferred income tax liabilities, net

   (85,883 (29,137 (4,019 (30 (119,069 (31,722 11,039   —    (139,752 (119,069) (31,722) 11,039    (139,752) 17,337  11,339  2,253  (108,823)
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

     (30,226) 11,039  (16,223)    11,129  11,339  2,253    
   (25,235 (4,019 (30  (30,226 11,039   —    
   

 

  

 

  

 

   

 

  

 

  

 

  

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.


Notes to the consolidated financial statements (continued)

 

A reconciliation between tax expenses and the product of the accounting profit multiplied by Peruvian tax rate for the years 2017, 2016 2015 and 20142015 is as follows:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Profit before income tax from continuing operations

   198,110    306,770    275,374   128,417   198,110   306,770 

Loss before income tax from discontinued operations

   (12,988   (8,861   (9,117  (1,305)  (12,988)  (8,861)
Accounting profit before income tax  127,112   185,122   297,909 
At statutory income tax rate of 29.5% (2016: 28%, 2015:28%)  (37,498)  (51,834)  (83,415)
  

 

   

 

   

 

             

Accounting profit before income tax

   185,122    297,909    266,257 
  

 

   

 

   

 

 

At statutory income tax rate of 28% (2016) , 28% (2015) and 30% (2014)

   (51,834   (83,415   (79,877

Permanent differences

      
Differences            
Non-deductible expenses, net  (8,776)  (5,592)  (5,274)
Effect of tax-loss carry forward non-recognized  (246)  (171)  (233)

Dividends obtained fromavailable-for-sale investments

   8    34    103   39   8   34 

Effect oftax-loss carry forwardnon-recognized

   (171   (233   (275

Non-deductible expenses, net

   (5,592   (5,274   (7,916

Effect of the change in incometax-rate

   (14,639   2,646    10,497      (14,639)  2,646 
  

 

   

 

   

 

             

At the effective income tax rate of 39% in 2016 (2015 and 2014: 29%)

   (72,228   (86,242   (77,468
At the effective income tax rate of 37% in 2017 (2016: 39% and 2015: 29%)  (46,481)  (72,228)  (86,242)
  

 

   

 

   

 

             

Income tax from continuing operations

   (78,627   (89,383   (78,836  (47,032)  (78,627)  (89,383)

Income tax from discontinued operations

   6,399    3,141    1,368   551   6,399   3,141 
  

 

   

 

   

 

             
   (72,228   (86,242   (77,468  (46,481)  (72,228)  (86,242)
  

 

   

 

   

 

 

In December 2016, the Peruvian Government approved an increase of the income tax rate from 28 percent to 29.50 percent to be effective from 2017 onwards. This increase on future tax rates has increased the deferred income tax liability on S/22,344,000 and increased the deferred income tax asset on S/8,529,000 (S/14,639,000 was recognized as a higher income tax expense in the consolidated statement of profit or loss and S/824,000 as an income in OCI).

In December 2014, the Peruvian Government approved the progressive reduction of the income tax rate from 30 percent to 28 percent to be effective in 2015 and 2016, to 27 percent during 2017 and 2018 and 26 percent starting from 2019 onwards. As of December 31, 2015, and 2014, this reduction on future tax rates had a net impact of S/2,646,000, and S/10,497,000, as a reduction of the deferred income tax liability of the Group, respectively. Such amount was recognized as a reduction of income tax expense in the consolidated statement of profit or loss.


Notes to the consolidated financial statements (continued)

 

The income tax expenses shown for the years ended December 31, 2017, 2016 2015 and 20142015 are:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Consolidated statements of profit or loss

                  

Current

   (48,401   (61,007   (88,404  (58,161)  (48,401)  (61,007)

Deferred

   (30,226   (28,376   9,568   11,129   (30,226)  (28,376)
  

 

   

 

   

 

             
  (47,032)  (78,627)  (89,383)
   (78,627   (89,383   (78,836
  

 

   

 

   

 

 

The income tax recorded directly to other comprehensive income during the year 2016 is a gain of S/11,039,000;11,339,000 and S/11,039,000, during 20152017 and 2014 was2016, respectively, and a loss of S/4,019,000 and a gain of S/8,088,000, respectively.during 2015.

Following is the composition of deferred income tax related to items recognized in OCI and equity during the year:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Tax effect on unrealized gain (loss) onavailable-for-sale financial asset

   (57   79    8,088   61   (57)  79 

Tax effect on unrealized gain (loss) on derivative financial asset

   10,272    (4,098   —     11,278   10,272   (4,098)

Effect of the change in incometax-rate

   824    —      —        824    
  

 

   

 

   

 

             

Total deferred income tax in OCI

   11,039    (4,019   8,088   11,339   11,039   (4,019)
  

 

   

 

   

 

             

Temporary difference on purchase of treasury shares

   —      (30   —           (30)
  

 

   

 

   

 

 
Temporary difference on available for sale financial investments from spin-off, note 1.1  2,253       
            

Total deferred income tax in equity

   —      (30   —     2,253      (30)
  

 

   

 

   

 

 

As of December 31, 2016, the deferred income tax asset related totax-losses carry forward was mainly determined by the subsidiary Salmueras Sudamericanas S.A. for approximately S/4,953,000. As of December 31, 2015 and 2014, the deferred income tax asset related totax-losses carry forward was mainly determined by the subsidiaries Fosfatos del Pacífico S.A. and Salmueras Sudamericanas S.A. for approximately S/21,127,000 and S/17,183,000, respectively.

The tax losses related are available indefinitely for offset against 50% of future annual taxable profits. The amount of losses carried out is subject to the outcome of the reviews of the tax authorities referred in note 27.

Deferred tax assets have not been recognized in respect of certain losses as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future. If the Group were able to recognize all unrecognized deferred tax assets, the profit would increase by S/2,843,000 ( 2015:858,000 (2016: S/2,258,000)2,843,000).


Notes to the consolidated financial statements (continued)

 

As of December 31, 2017, 2016 2015 and 2014,2015, it is not necessary to recognize deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries. The Group has determined that the timing differences will be reversed by means of dividends to be received in the future that, according to the tax rules in effect in Peru, are not subject to income tax.

For information purposes, the temporary difference associated with investments in subsidiaries, would generate aan aggregate deferred tax liability aggregateamounting to S/57,615,000 (2015:70,365,000 (2016: S/48,012,000)57,615,000), which should not be recognized in the consolidated financial statements according with IAS 1212.

 

16.Equity

 

(a)Share capital -

As of December 31, 2017, share capital is represented by 423,868,449 authorized common shares subscribed and fully paid, with a nominal value of one Sol per share. From the total outstanding common shares as of December 31, 2017; 70,097,971 are listed in the New York Stock Exchange and 353,770,478 in the Lima Stock Exchange.

As of December 31, 2016 2015 and 20142015, share capital is represented by 531,461,479, authorized common shares subscribed and fully paid, with a nominal value of one Sol per share. From the total outstanding common shares as of December 31, 2016 and 2015;2015, 111,484,000 are listed in(in the form of ADSs) on the New York Stock Exchange and 419,977,479 in the Lima Stock Exchange.

 

(b)Investment shares -

Investment shares do not have voting rights or participate in shareholder’s meetings but do participate in the distribution of dividends. Investment shares confer upon the holders thereof the right to participate in dividends distributed according to their nominal value, in the same manner as common shares. Investment shares also confer the holders thereof the right to:

 

(i)maintain the current proportion of the investment shares in the case of capital increase by new contributions;

(ii)increase the number of investment shares upon capitalization of retained earnings, revaluation surplus or other reserves that do not represent cash contributions;

(iii)participate in the distribution of the assets resulting from liquidation of the Company in the same manner as common shares; and,

(iv)redeem the investment shares in case of a merger and/or change of business activity of the Company.

As of December 31, 2016, 2015 and 2014,2017, the Company has 50,503,124had 40,278,894 investment shares (50,503,124 investment shares as of December 31, 2017 and 2016) subscribed and fully paid, with a nominal value of one Sol per share.


Notes to the consolidated financial statements (continued)

 

(c)Treasury shares -

Corresponds

As of December 31, 2017, the Company maintained 36,040,497 investment shares amounting to S/119,005,000.

In January 2017 and October 2015, the Company acquired 7,911,845 and 37,276,580 investment shares for S/34,216,000 and S/108,248,000, respectively. In March 2017, as a result of the Company’sexecution of the spin-off of Fosfatos del Pacífico, the Company exchanged 9,148,373 of its treasury investment shares acquired in October 15, 2015amounting to S/23,459,000 for an amountinvestment shares of S/108,248,000.Fossal, see note 1.1.

 

(d)Additionalpaid-in capital -

Additional

As of December 31, 2016, additional paid-in capital is represented mainly by S/561,191,000 byobtained as a result of the issue of 111,484,000 common shares and 928,000 investment shares corresponding to a public offering of American Depositary Shares (ADS) registered with the New York Stock Exchange and Lima Stock Exchange on 2012. This amount corresponds to the excess of the total proceeds obtained by this transaction in relation to the nominal value of these shares.

Notes toIn March and December 2017, the consolidated financial statements (continued)

Company recognized a debit for S/118,569,000 and a credit for S/6,759,000 in this caption as a result of the spin-off of the interest in Fosfatos del Pacífico S.A. and the impairment of the brine project, respectively, see notes 1.1 and 1.2.

 

e)(e)Legal reserve -

Provisions of the General Corporation Law require that a minimum of 10% of the distributable earnings for each period, after deducting the income tax, be transferred to a legal reserve until such is equal to 20 %20% of the capital. This legal reserve can offset losses or can be capitalized, and in both cases there is the obligation to replenish it.

 

(f)Other reserves -

This reserve records fair value changes onavailable-for-sale financial assets and the unrealized results on cash flow hedge.

 

(g)Distributions made and proposed –

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Cash dividends on ordinary shares declared and paid

                  

Dividend for 2016: S/0.28500 per share (2015: S/0.28000 per share, 2014: S/0.20000 per share)

   155,236    162,950    116,393 
Dividend for 2017: S/0.35000 per share (2016: S/0.28500 per share, 2015: S/0.28000 per share)  149,837   155,236   162,950 
  

 

   

 

   

 

             
  149,837   155,236   162,950 
   155,236    162,950    116,393 
  

 

   

 

   

 

 

Proposed dividend on ordinary shares are subjectNotes to approval at the annual general meeting and are not recognized as a liability as at 31 December.consolidated financial statements (continued)

As of December 31, 20162017 and 2015,2016, dividends payable amount to S/5,070,00029,725,000 and S/4,235,000,5,070,000, respectively. On 2014,2017, in order to comply with Peruvian law requirements, S/1,670,000189,000 corresponding to dividends payable with aging greater than ten years were transferred from dividends payable caption to legal reserve caption in the consolidated statements of changes in equity.

 

(h)Contributions ofnon-controlling interest -

Salmueras Sudamericanas S.A.

In order to finance the Salmueras project,Project, the General Shareholders’ MeetingMeetings of the subsidiary held onSalmueras Sudamericanas S.A. of June 13, 2017, December 13, 2016 and February 2, 2016, agreed a contributioncontributions of S/4,100,000.3,467,000, S/783,000 and S/4,100,000, respectively. The General Shareholders’ Meeting held on June 4, 2015, agreed a contribution of S/2,400,000. The General Shareholders’ Meeting held on March 6, 2014 and July 1, 2014 agreed a contribution of S/7,100,000 and S/2,000,000 respectively. During 2016,Under this agreement, during 2017, the contributioncontributions made by Quimpac S.A. amounted to S/490,000 (S/473,000 (S/and 277,000 during 2016 and 2015, respectively).

The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/576,000, S/556,000 and S/1,050,000;325,000, during the years 2017, 2016 and 2015, respectively, and 2014, respectively).were recognized as a debit in additional paid-in capital and a credit in non-controlling interest.

All these contributions are partial payments of the capital commitment assumed by the Company and Quimpac S.A., if the brine project is developed up to US$100,000,000 and US$14,000,000, respectively, to maintain its interests in this subsidiary. In 2017, the Group decided not no continue with the brine project, see note 1.2.

Notes to the consolidated financial statements (continued)Fosfatos del Pacífico S.A.

 

The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/556,000, S/325,000 and S/1,234,000, during the years 2016, 2015 and 2014, respectively, and were recognized as a debit in additionalpaid-in capital and a credit innon-controlling interest.

Fosfatos del Pacifico S.A.

The General Shareholders´Shareholders’ Meeting of the subsidiary Fosfatos del PacificoPacífico S.A. (subsidiary of the Company until February 28, 2017) held on August 2, 2016 agreed a contribution of S/13,384,000. During the year ended December 31, 2016, the contribution made by MCA Phosphates Pte. amounted to S/4,015,000.

The General Shareholders´Shareholders’ Meeting of the subsidiary Fosfatos del PacificoPacífico S.A. held on July 14 and September 25, 2015, agreed a contribution of S/78,178,000 and S/15,813,000, respectively. In connection with this agreement, during the year ended December 31, 2015, the contribution made by MCA Phosphates Pte. amounted to S/28,198,000.

Fosfatos del Pacifico S.A. has a brick plant; regarding this project, during

During February, July, September and December 2016, the Company made additional capital contributions of S/23,216,000, S/1,000,000, S/1,200,000 and S/400,000, respectively,respectively; which werewas approved by the Board of Directors. The General Shareholders´ Meeting of the subsidiary Fosfatos del Pacifico S.A. held on July 31, 2013 approved a capitalDirectors; this contribution up to US$3,300,000 from the Company. All these contributions did not include a change in the percentage interests held by the current shareholders.

This capital contribution was used as working capital of the brick plant. The effect of the difference on capital contributions and interests maintainedacquired by each shareholder amounted to S/7,745,000 and S/1,269,000 during the years 2016, and 2014, respectively, and it was recognized as a debit in additionalpaid-in capital and a credit innon-controlling interest.

 


Notes to the consolidated financial statements (continued)

17.Sales of goods

This caption is made up as follows:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Cement, concrete and blocks

   1,103,426    1,089,232    1,085,366 

Building materials

   59,888    75,565    95,405 

Quicklime

   75,090    64,140    61,051 

Other

   1,765    2,078    757 
  

 

 

   

 

 

   

 

 

 
   1,240,169    1,231,015    1,242,579 
  

 

 

   

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)

  2017  2016  2015 
  S/(000)  S/(000)  S/(000) 
             
Cement, concrete and blocks  1,076,648   1,103,426   1,089,232 
Building materials  66,442   59,888   75,565 
Quicklime  80,707   75,090   64,140 
Other  1,842   1,765   2,078 
             
  1,225,639   1,240,169   1,231,015 

 

18.Cost of sales

This caption is made up as follows:

 

  2016   2015   2014  2017  2016  2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Beginning balance of goods and finished products, note 8(a)

   22,929    18,951    19,102   21,427   22,929   18,951 

Beginning balance of work in progress, note 8(a)

   88,349    69,711    59,561   107,882   88,349   69,711 

Consumption of miscellaneous supplies

   246,033    286,420    306,187   232,840   246,033   286,420 

Maintenance and third-party services

   172,781    113,042    124,273   167,735   172,781   113,042 

Depreciation and amortization

   94,726    58,856    52,132   109,262   94,726   58,856 

Shipping costs

   95,031    106,464    106,636   103,928   95,031   106,464 

Personnel expenses, note 21(b)

   90,139    67,681    71,298   76,523   90,139   67,681 

Costs of packaging

   35,924    34,273    30,785   32,011   35,924   34,273 

Other manufacturing expenses

   19,927    51,637    42,836   14,616   19,927   51,637 

Ending balance of goods and finished products, note 8(a)

   (21,427   (22,929   (18,951  (27,386)  (21,427)  (22,929)

Ending balance of work in progress, note 8(a)

   (107,882   (88,349   (69,711  (105,882)  (107,882)  (88,349)
  

 

   

 

   

 

             
  732,956   736,530   695,757 
   736,530    695,757    724,148 
  

 

   

 

   

 

 

Notes to the consolidated financial statements (continued)

 

19.Administrative expenses

This caption is made up as follows:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Personnel expenses, note 21(b)

   100,059    94,129    96,944 

Third-party services

   63,085    56,669    60,198 

Depreciation and amortization

   12,761    10,671    11,531 

Board of Directors compensation

   6,149    7,105    4,887 

Donations

   5,832    6,060    5,876 

Taxes

   2,861    2,214    2,681 

Consumption of supplies

   2,053    2,419    2,921 

Environmental expenditures, note 27

   576    456    508 
  

 

 

   

 

 

   

 

 

 
   193,376    179,723    185,546 
  

 

 

   

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)

  2017  2016  2015 
  S/(000)  S/(000)  S/(000) 
             
Personnel expenses, note 21(b)  94,437   100,059   94,129 
Third-party services  65,435   63,085   56,669 
Depreciation and amortization  14,949   12,761   10,671 
Board of Directors’ compensation  6,555   6,149   7,105 
Donations  7,305   5,832   6,060 
Taxes  3,756   2,861   2,214 
Consumption of supplies  2,743   2,053   2,419 
Environmental expenditures, note 27  437   576   456 
             
   195,617   193,376   179,723 

 

20.Selling and distribution expenses

This caption is made up as follows:

 

 2017 2016 2015 
  2016   2015   2014  S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)             
Advertising and promotion  18,955   15,631   8,410 

Personnel expenses, note 21(b)

   17,096    16,230    15,438   17,982   17,096   16,230 

Advertising and promotion

   15,631    8,410    9,710 

Third-party services

   4,551    4,596    2,812   7,392   4,551   4,596 

Provision (recovery) for doubtful accounts, note 7(e)

   114    315    (43
Provision for doubtful accounts, note 7(d)  1,190   114   315 

Other

   2,507    1,930    2,617   1,048   2,507   1,930 
  

 

   

 

   

 

             
  46,567   39,899   31,481 
   39,899    31,481    30,534 
  

 

   

 

   

 

 

 

21.Employee benefits expenses

 

(a)Employee benefits expenses are made up as follow:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Wages and salaries

   101,250    87,052    91,622   95,684   101,250   87,052 
Workers’ profit sharing, note 13  21,554   18,692   23,393 

Social contributions

   23,687    17,739    18,284   20,626   23,687   17,739 

Cessation payments

   19,184    6,834    7,919 

Workers ‘profit sharing, note 13

   18,692    23,393    31,854 

Long-term compensation, note 13

   16,088    14,159    5,944 

Legal bonuses

   13,477    12,124    12,601   14,133   13,477   12,124 

Vacations

   11,974    11,338    11,559   12,572   11,974   11,338 
Long-term compensation, note 13  11,401   16,088   14,159 
Cessation payments  9,201   19,184   6,834 

Training

   1,510    3,429    1,748   2,557   1,510   3,429 

Others

   1,432    1,972    2,149   1,214   1,432   1,972 
  

 

   

 

   

 

             
  188,942   207,294   178,040 
   207,294    178,040    183,680 
  

 

��

   

 

   

 

 

Notes to the consolidated financial statements (continued)

 

(b)Employee benefits expenses are allocated as follows:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Cost of sales, note 18

   90,139    67,681    71,298 

Administrative expenses, note 19

   100,059    94,129    96,944 

Selling and distribution expenses, note 20

   17,096    16,230    15,438 
  

 

 

   

 

 

   

 

 

 
   207,294    178,040    183,680 
  

 

 

   

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)


  2017  2016  2015 
  S/(000)  S/(000)  S/(000) 
             
Cost of sales, note 18  76,523   90,139   67,681 
Administrative expenses, note 19  94,437   100,059   94,129 
Selling and distribution expenses, note 20  17,982   17,096   16,230 
             
   188,942   207,294   178,040 

 

22.Other operating income (expense), net

This caption is made up as follows:

(a)This caption is made up as follows:

 

 2017 2016 2015 
  2016   2015   2014  S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)             

Net income from sale of impaired inventories

   2,593    —      —   
Write-off for disasters (b)  (9,688)        

Income from management and administrative services provided to related parties, note 25

   1,103    505    498   1,560   1,103   505 

Recovery of expenses

   1,053    2,533    1,346   796   1,053   2,533 

Income from land rental and office lease, note 25

   700    664    547   682   700   664 
Net (loss) gain on disposal of property, plant and equipment  42   (3,466)  6,851 
Net income from sale of impaired inventories     2,593    

Changes in the estimation of rehabilitation provision, note 13

   (5,259   (514   —        (5,259)  (514)

Net (loss) gain on disposal of property, plant and equipment

   (3,466   6,851    (6,466

Impairment of inventories

   —      (9,335   —           (9,335)

Other minor, net

   5,720    3,209    1,175   2,251   5,720   3,209 
  

 

   

 

   

 

             
  (4,357)  2,444   3,913 
   2,444    3,913    (2,900
  

 

   

 

   

 

 

 

(b)During the first quarter of 2017, Peru was affected by the natural phenomenon Coastal El Niño, which caused heavy rains, floods and mudslides in northern Peru since mid-February. The economic losses associated with damage to inventories, machinery and equipment and cost overruns for damage to roads necessary for the distribution of merchandise to customers amounted to S/9,688,000, this amount is presented net of compensation recognized by the insurance company. Of the total amount recognized by the insurance company, S/9,380,000 was pending collection as of December 31, 2017, see note 7(a).

Notes to the consolidated financial statements (continued)

23.Finance income

This caption is made up as follows:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Interest on term deposits, note 6(c)

   2,154    2,587    6,824 

Other finance income

   623    206    —   

Interests on accounts receivable

   437    492    451 

Dividends received

   26    131    343 

Gain on financial instrument (forward)

   —      —      3,650 
  

 

 

   

 

 

   

 

 

 
   3,240    3,416    11,268 
  

 

 

   

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)

  2017  2016  2015 
  S/(000)  S/(000)  S/(000) 
             
Credit value adjust on cross currency swaps  3,307   552    
Interest on term deposits, note 6(c)  1,342   2,154   2,587 
Interests on accounts receivable  954   437   492 
Dividends received  226   26   131 
Other finance income  13   71   206 
             
   5,842   3,240   3,416 

 

24.Finance costs

This caption is made up as follows:

 

 2017 2016 2015 
  2016   2015   2014  S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)             
Interest on senior notes, net of capitalization, note 14  45,358   44,729   8,108 

Finance cost on cross currency swaps

   27,800    25,169    1,626   26,140   27,800   25,169 

Interest on senior notes, net of capitalization, note 14

   44,729    8,108    26,565 

Amortization of costs of issuance of senior notes

   1,644    1,644    1,644   1,644   1,644   1,644 

Other

   94    1,098    763   95   94   1,098 
  

 

   

 

   

 

 
            

Total interest expense

   74,267    36,019    30,598   73,237   74,267   36,019 

Unwinding of discount of long-term incentive plan, note 13

   345    788    598   522   345   788 

Unwinding of discount of other receivables

   785    —      —        785    
  

 

   

 

   

 

             

Total finance costs

   75,397    36,807    31,196   73,759   75,397   36,807 
  

 

   

 

   

 

 

Notes to the consolidated financial statements (continued)

 

25.Related party disclosure

Transactions with related entities -

During the years 2017, 2016 2015 and 2014,2015, the Company carried out the following transactions with its parent company Inversiones ASPI S.A. and its affiliates:

 

 2017 2016 2015 
  2016   2015   2014  S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)             

Income

                  

Inversiones ASPI S.A. (ASPI)

                  

Income from office lease

   13    12    11   12   13   12 

Fees for management and administrative services

   1,095    497    492   595   1,095   497 
            

Servicios Corporativos Pacasmayo S.A.C. (Sercopa)

                  

Income from office lease

   13    12    11   3   13   12 

Fees for management and administrative services

   8    8    6   2   8   8 
            

Compañía Minera Ares S.A.C. (Ares)

                  

Income from land rental services

   326    330    293 
Income from land lease, note 27  336   326   330 

Income from office lease

   348    310    232   315   348   310 
            
Fossal S.A.A. (Fossal)            
Income from office lease  16       
Fees for management and administrative services  46       
            
Fosfatos del Pacífico S.A. (Fospac)            
Income from office lease  40       
Fees for management and administrative services  917       
            

Expense

                  

Security services provided by Compañía Minera Ares

   1,301    1,146    1,350   1,195   1,301   1,146 
            

Other

                  

Purchase of investments shares to Inversiones ASPI S.A.

   —      48,585    —           48,585 
Investment shares on Fossal S.A.A. from spin-off, note 1.1 and 9  21,206       

Notes to the consolidated financial statements (continued)

 

As a result of these transactions, the Company had the following rights and obligations with Inversiones ASPI S.A. and its affiliates as of December 31, 20162017 and 2015:2016:

 

  2016   2015  2017 2016 
  Accounts
receivable
   Accounts
payable
   Accounts
receivable
   Accounts
payable
  Accounts
receivable
 Accounts
payable
 Accounts
receivable
 Accounts
payable
 
  S/(000)   S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) S/(000) 
                

Inversiones ASPI S.A.

   109    —      97    —     641      109    
Compañía Minera Ares S.A.C.  339   516   569    

Other

   595    —      407    —     392      26    
  

 

   

 

   

 

   

 

                 
  1,372   516   704    
   704    —      504    —   
  

 

   

 

   

 

   

 

 

Additionally, as of December 31, 2017, the Company has dividends payable to its Parent of S/24,054,000.

Terms and conditions of transactions with related parties -

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances with related parties at theyear-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the years ended as of December 31, 2017, 2016 2015 and 2014,2015, the Group has not recorded impairment of receivables relating to amounts owed by relating parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Compensation of key management personnel of the Group –

The compensation paid to key management personnel includes expenses for profit-sharing, compensation and other concepts for members of the Board of Directors and the key management. As of December 31, 2016,2017, the total short term compensationscompensation amounted to S/22,705,000 (2016: S/21,752,000, (2015:2015: S/23,074,000, 2014: S/20,225,000)23,074,000) and the total long term compensationscompensation amounted to S/11,401,000 (2016: S/16,088,000, (2015:2015: S/14,159,000, 2014: S/5,944,000)14,159,000). The Company does not compensate Management with post-employment or contract termination benefits or share-based payments.


Notes to the consolidated financial statements(continued)

 

26.Earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to common shares and investment shares of the equity holders of parent by the weighted average number of common shares and investment shares outstanding during the year.

The following reflects the income and share data used in the basic and diluted EPS computations:

 

   2016   2015   2014 
   S/(000)   S/(000)   S/(000) 

Numerator

      

Net profit from continuing operations attributable to ordinary equity holders of the Parent

   120,060    218,260    197,346 

Net loss from discontinued operations attributable to ordinary equity holders of the Parent

   (3,886   (2,728   (4,519
  

 

 

   

 

 

   

 

 

 

Net profit attributable to ordinary equity holders of the Parent

   116,174    215,532    192,827 
  

 

 

   

 

 

   

 

 

 
   2016   2015   2014 
   Thousands   Thousands   Thousands 

Denominator

      

Weighted average number of common and investment shares

   544,687    573,998    581,964 
  

 

 

   

 

 

   

 

 

 
   2016   2015   2014 
   S/   S/   S/ 

Basic and diluted profit for common and investment shares from continuing operations

   0.22    0.39    0.34 

Basic and diluted loss for common and investment shares from discontinued operations

   (0.01   (0.01   (0.01
  

 

 

   

 

 

   

 

 

 

Basic and diluted profit for common and investment shares from continuing and discontinued operations

   0.21    0.38    0.33 
  

 

 

   

 

 

   

 

 

 
  2017  2016  2015 
   S/(000)   S/(000)   S/(000) 
Numerator            
Net profit from continuing operations attributable to ordinary equity holders of the Parent  94,171   120,060   218,260 
Net loss from discontinued operations attributable to ordinary equity holders of the Parent  (389)  (3,886)  (2,728)
Net profit attributable to ordinary equity holders of the Parent  93,782   116,174   215,532 

  2017  2016  2015 
  Thousands  Thousands  Thousands 
Denominator         
Weighted average number of common and investment shares  446,062   544,687   573,998 

  2017  2016  2015 
  S/  S/  S/ 
          
Basic profit for common and investment shares from continuing operations  0.21   0.22   0.39 
Basic loss for common and investment shares from discontinued operations     (0.01)  (0.01)
Basic profit for common and investment shares from continuing and discontinued operations  0.21   0.21   0.38 

The weighted average number of shares in 2016, takes into account2017, includes the weighted average effect of changes in treasury shares, explained in Notenote 16(c).

The Group has no dilutive potential ordinary shares as of December 31, 20162017 and 2015.2016.

There have been no other transactions involving common shares and investment shares between the reporting date and the date of the authorization of these consolidated financial statements, except as indicated in Note 32.statements.


Notes to the consolidated financial statements(continued)

 

27.Commitments and contingencies

Operating lease commitments – Group as lessor

As of December 31, 2017, 2016 2015 and 2014,2015, the Group, as lessor, has a land lease with Compañía Minera Ares S.A.C. a related party of Inversiones ASPI S.A. This lease is annually renewable, and provided an annual rent of S/336,000, S/326,000 and S/330,000, and S/293,000, respectively; see Noterespectively. See note 25.

Lease

Capital commitments

In May 2012, the Group signed a contract with a third party regarding to the use of a land located in the north of Peru for the Phosphates project. The lease has a term of maturity of 30 years and accrued an annual rent of US$200,000 from 2012 to 2015, and from 2016 to the maturity date of the contract the rent will be equivalent to 0.64 percent of the sales of phosphoric rock of the subsidiary Fosfatos del Pacífico S.A., but may not be less than US$1,600,000 annually.

As of December 31, 2016, these payments has been recognized as part of the “Assets held for distribution” caption in the consolidated statement of financial position.

Future minimum rentals payable undernon-cancellable leases as of December 31, 2016 and 2015 are as follows:

   2016   2015 
   S/(000)   S/(000) 

Within one year

   5,376    5,461 

After one year but not more than 3 years

   10,752    10,922 

After three 3 years but not more than five years

   10,752    10,922 

More than five years

   107,520    114,676 
  

 

 

   

 

 

 
   134,400    141,981 
  

 

 

   

 

 

 

Capital commitments

As of 31 December 2016, the Group had the following main commitments:

Commitmenta commitment of capital contribution, if developed, on brine Project up to US$100,000,000. In connection with this commitment, as of December 31, 2016, the Group hashad made contributions forof S/54,601,000.

Others commitments

 

Commitment of future sales of phosphoric rock to Mitsubishi Corporation when the project starts production.

The Group maintains long-term electricity supply agreements which billings are determined taking into consideration consumption of electricity and other market variables.

Since November 2013, the Group has a five-year period natural gas supply agreement for its diatomite brick plant, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption.

Since July 2015, the Group has a five-year period natural gas supply agreement for a cement plant located in Piura, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption. As of December 31, 2016 and 2015,2017, the Company has accomplished with the requirements established in this agreement.

Notes to the consolidated financial statements (continued)

Group had no significant capital commitments.

 

Put and call options (“deadlock put/call options”)Other commitments

According to the shareholders´ agreement subscribed between the Company and MCA, in case of occurrence a deadlock situation or unexpected event, MCA has the option to sell all or a portion of the Fosfatos´ shares to the Company. At the same time, in case of occurrence of a deadlock situation or unexpected event, as defined in the agreement, the Company has the option to require MCA to sell all or a portion of the Fosfatos´ shares. MCA has no restrictions to sell itsnon-controlling interest during any time to third parties. The only other condition for the put and call is that each party must have own at least a 15% of interest in Fosfatos. The objective of the deadlock put/call option provision is to provide for an exit mechanism in those rare circumstances when reaching agreement on a critical matter becomes impossible. The Company concluded that because the conditions that would make the put option overnon-controlling interest exercisable are within the control of the company, the put option does not represent a financial liability at the consolidated statement of financial position date.

-The Group maintains long-term electricity supply agreements which billings are determined taking into consideration consumption of electricity and other market variables.

-Since July 2015, the Group has a five-year period natural gas supply agreement for a cement plant located in Piura, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption. As of December 31, 2017 and 2016, the Company has accomplished with the requirements established in this agreement.

Mining royalty

Third parties

The subsidiary

Fosfatos del Pacífico S.A. (subsidiary of the Company until February 28, 2017), signed an agreement for the transfer of mining concession with the Peruvian Government, Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. related to the use of the Bayovar concession, which contains phosphoric rock and diatomites. As part of this agreement, the Subsidiary Fosfatos del PacificoPacífico S.A. is required to pay to Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. an equivalent amount to US$33.00 for each metric tons of diatomite extracted. The annual royalty may not be less than the equivalent to 40,000 metric tons during the first and second year of production and 80,000 metric tons since the third year of production. The related royalty expense amounted to S/804,000 S/793,000 and S/694,000793,000 for the years ended December 31, 2016 and 2015, and 2014, respectively.

In December 2013, the Company signed an agreement with a third party, related to the use of the Virrilá concession, to carry out othernon-metallic mining activities. This agreement has a term of maturity of 30 years, with fixed annual payments of US$600,000 for the first three years and variables to the rest of the contract. The related expense as of December 31, 20162017 and 20152016 amounted to S/5,517,0003,932,000 and S/1,592,000,5,517,000, respectively, and was recognized as part of property, plant and equipment on the statement of financial position.Asposition. As part of this agreement, the Company is required to pay an equivalent amount to US$4.54.50 each for each metric tonston of calcareous extracted; the annual royalty may not be less than the equivalent to 850,000 metric tons since the fourth year of production.


Notes to the consolidated financial statements(continued)

Peruvian government

According to the Royalty Mining Law in force since October 1, 2011, the royalty for the exploitation of metallic and nonmetallic resources is payable on a quarterly basis in an amount equal to the greater of: (i) an amount determined in accordance with a statutory scale of rates based on operating profit margin

Notes to the consolidated financial statements (continued)

that is applied to the quarterly operating profit, adjusted by certain items, and (ii) 1% of net sales, in each case during the applicable quarter. These amounts are estimated based on the unconsolidated financial statements of Cementos Pacasmayo S.A.A. and the subsidiaries affected by this mining royalty, prepared in accordance with IFRS. Mining royalty payments will be deductible for income tax purposes in the fiscal year in which such payments are made.

Mining royalty expense paid to the Peruvian Government for 2017, 2016 2015 and 20142015 amounted to S/841,000, S/1,052,000 S/743,000 and S/603,000,743,000, respectively, and recorded in “Administrative expenses” caption on the consolidated statement of profit or loss.

Tax situation

The Company is subject to Peruvian tax law. As of December 31, 2016 and 2015,2017, the income tax rate is 28was 29.5 percent (30(28 percent as of December 31, 2014)2016 and 2015) of the taxable profit after deducting employee participation, which is calculated at a rate of 8 to 10 percent of the taxable income.

According to Legislative Decree No.1261, issued in December 2016, the income tax rate for 2017 onwards is 29.5 percent of the taxable profit after deducting employee participation, and the additional tax on dividend income is 5 percent, applicable to earnings generated from 2017 onwards. This Legislative Decree replaces Law No.30296, which established a 27 percent income tax rate for the years 2017 and 2018, and of 26 percent for the year 2019 onwards, as well an additional tax on dividend income of 8 percent for the years 2017 and 2018, and of 9.3 percent for 2019 onwards.

For purposes of determining income tax, transfer pricing transactions with related companies and companies resident in territories with low or no taxation, must be supported with documentation and information on the valuation methods used and the criteria considered for determination. Based on the analysis of operations of the Group, Management and its legal advisors believe that as a result of the application of these standards will not result in significant contingencies for the Group as of December 31, 20162017 and 2015.2016.

During the four years following the year tax returns are filed, the tax authorities have the power to review and, as applicable, correct the income tax computed by each individual company. The income tax and value-added tax returns for the following years are open to review by the tax authorities:

 

Years open to review by Tax Authorities

EntityIncome taxValue-added tax
 Income taxValue-added tax

Cementos Pacasmayo S.A.A.

2012-20162012-2017Dec. 2012-20162013-2017

Cementos Selva S.A.

2009/2012-20162013-2017Dec. 2012-20162013-2017

Distribuidora Norte Pacasmayo S.R.L.

2012-20162012-2017Dec. 2012-20162013-2017

Empresa de Transmisión Guadalupe S.A.C.

2012-20162013-2017Dec. 2012-20162013-2017

Fosfatos del Pacífico S.A.

2012/2014-2016Dec. 2012-2016

Salmueras Sudamericanas S.A.

2012-20162013-2017Dec. 2012-20162013-2017

Calizas del Norte S.A.C. (on(in liquidation)

2013-20172013-20162013-20162013-2017


Notes to the consolidated financial statements(continued)

 

Due to possible interpretations that the tax authorities may give to legislation in effect, it is not possible to determine whether or not any of the tax audits will result in increased liabilities for the Group. For that reason, tax or surcharge that could arise from future tax audits would be applied to the income of the period in which it is determined. However, in management’s opinion and legal advisors, any possible additional payment of taxes would not have a material effect on the consolidated financial statements as of December 31, 20162017 and 2015.2016.

Environmental matters

The Group’s exploration and exploitation activities are subject to environmental protection standards. Such standards are the same as those disclosed on the consolidated financial statement as of December 31, 2015.2016.

Environmental remediation -

Law No. 28271 regulates environmental liabilities in mining activities. This Law has the objectives of ruling the identification of mining activity’s environmental liabilities and financing the remediation of the affected areas. According to this law, environmental liabilities refer to the impact caused to the environment by abandoned or inactive mining operations.

In compliance with the above-mentioned laws, the Group presented environmental impact studies (EIS), declaration of environmental studies (DES) and Environmental Adaptation and Management Programs (EAMP) for its mining concessions.


Notes to the consolidated financial statements(continued)

 

The Peruvian authorities approved the EIS, DES and EAMP presented by the Group for its mining concessions and exploration projects. A detail of plans and related expenses approved is presented as follows:

 

Project unit  Resource  

Resolution

Number

  Year of approval  Program approved  Year expense  Resource Resolution
Number
 Year of approval Program approved Year expense 
              2016   2015   2014  2017 2016 2015 
              S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
                    

Rioja

  Limestone  OF.28-2002-MITINCI  2002  EAMP   409    255    287   Limestone  OF.28-2002-MITINCI  2002  EAMP  236   409   255 

Tembladera

  Limestone  RD.019-97-EM/DGM  1997  EAMP   167    201    206   Limestone  RD.019-97-EM/DGM  1997  EAMP  201   167   201 

Bayovar

  Phosphoric rock  OF.02121-2009 and 260-
2014/PRODUCE
  2009/2014  DES/EIS   —      —      15 
          

 

   

 

   

 

             437   576   456 
           576    456    508 
          

 

   

 

   

 

 

The Group incurs in environmental expenditures related to existing environmental damages caused by current operations. These expenditures which amounted to S/437,000, S/576,000 and S/456,000 during 2017, 2016 and S/508,000 during 2016, 2015, and 2014, respectively, are expensed in the year the expenditure is incurred and are presented in administrative expenses caption, see Notecaption. See note 19. As of December 31, 20162017 and 2015,2016, the Group did not have liabilities in connection with these expenditures since they were all settled beforeyear-end.


Notes to the consolidated financial statements (continued)

 

Rehabilitation provision -

Additionally, Law No. 28090 regulates the obligations and procedures that must be met by the holders of mining activities for the preparation, filing and implementation of Mine Closure Plans, as well as the establishment of the corresponding environmental guarantees to secure fulfillment of the investments that this includes, subject to the principles of protection, preservation and recovery of the environment. In connection with this obligation, as of December 31, 20162017 and 2015,2016, the Group maintains a provision for the closing of the quarries exploited in operations and for a mining unit (Bongara), which is currently without operations, amounting to S/2,367,0002,399,000 and S/3,339,000,2,367,000, respectively. The Group believes that this liability is adequate to meet the current environmental protection laws approved by the Ministry of Energy and Mines, refer to Notenote 13.

Legal claim contingency

The Group has received claims from third parties in relation with its operations which in aggregate represent S/9,575,000.16,570,000. From this total amount, S/2,373,0001,687,000 corresponded to labor claims from former employees;employees, S/7,681,000 related to property tax assessment for the periods 2009 to 2014 received from Pacasmayo’s City Hall; S/2,298,000 and S/4,904,000 is related to the tax assessments received from the tax administration corresponding to 2009 and 2010 tax period, which was reviewed by the tax authority during 2012 and 2013, respectively.

Management expects that these claims will be resolved within the next five years based on prior experience; however, the Group cannot assure that these claims will be resolved within this period because the authorities do not have a maximum term to resolve cases. The Group has been advised by its legal counsel that it is only possible, but not probable, that these actions will succeed. Accordingly, no provision for any liability has been made in these consolidated financial statements as of December 31, 20162017 and 2015.2016.

 

28.Material partly-owned subsidiaries

Financial information of subsidiaries that have materialnon-controlling interests is provided below:

 

(a)Proportion of equity interest held bynon-controlling interests:

 

Name  Country of incorporation and
operation
  

2016

%

   

2015

%

 

Fosfatos del Pacífico S.A.

  Peru   30.00    30.00 

Salmueras Sudamericanas S.A.

  Peru   25.10    25.10 

Name Country of incorporation and
operation
 

2017 

  

2016 

 
         
Fosfatos del Pacífico S.A., note 1.1 Peru     30.00 
Salmueras Sudamericanas S.A. Peru  25.10   25.10 
           
(b)Accumulated balances of materialnon-controlling interest:

 

   2016   2015 
   S/(000)   S/(000) 

Fosfatos del Pacífico S.A.

   100,722    91,665 

Salmueras Sudamericanas S.A.

   11,867    11,415 
  2017  2016 
  S/(000)  S/(000) 
         
Fosfatos del Pacífico S.A., note 1.1     100,722 
Salmueras Sudamericanas S.A., note 1.2  147   11,867 


Notes to the consolidated financial statements (continued)

 

(c)Loss allocated to materialnon-controlling interest:

 

  2016   2015   2014  2017 2016 2015 
  S/(000)   S/(000)   S/(000)  S/(000) S/(000) S/(000) 
            

Fosfatos del Pacífico S.A.

   2,703    2,992    3,230   365   2,703   2,992 

Salmueras Sudamericanas S.A.

   577    873    808   12,786   577   873 

 

(d)The summarized financial information of these subsidiaries is provided below. This information is based on amounts before inter-company transactions’ eliminations:

Summarized statement of profit or loss for the year ended December 31:

 

 

Fosfatos del 

Pacífico S.A.

 Salmueras Sudamericanas S.A. 
  

Fosfatos del

Pacífico S.A.

   Salmueras
Sudamericanas S.A.
  S/(000)  S/(000) 
  S/(000)   S/(000)         

2016

    
2017        

Sales of goods

   1,965    —     11    

Cost of sales

   (6,881   —     (626)   

Administrative expenses

   (8,694   (3,829  (1,068)  (3,864)

Other expenses

   (1,006   52 

Finance expense

   (793   (114
  

 

   

 

 
Other income (expenses)  153   (40,816)
Finance (expense) income  (237)  3 

Loss before tax

   (15,409   (3,891  (1,767)  (44,677)

Income tax

   6,399    1,591   551   (6,265)
  

 

   

 

         

Total comprehensive loss

   (9,010   (2,300  (1,216)  (50,942)
  

 

   

 

         

Attributable tonon-controlling interest

   (2,703   (577  (365)  (12,786)

Dividends paid tonon-controlling interest

   —      —   
        

2015

    
2016        
Sales of goods  1,965    
Cost of sales  (6,881)   

Administrative expenses

   (11,775   (4,257  (8,694)  (3,829)

Other expenses

   (212   (2

Finance (expense) income

   (1,126   14 
  

 

   

 

 
Other (expenses) income  (1,006)  52 
Finance expense  (793)  (114)

Loss before tax

   (13,113   (4,245  (15,409)  (3,891)

Income tax

   3,141    767   6,399   1,591 
  

 

   

 

         

Total comprehensive loss

   (9,972   (3,478  (9,010)  (2,300)
  

 

   

 

         

Attributable tonon-controlling interest

   (2,992   (873  (2,703)  (577)

Dividends paid tonon-controlling interest

   —      —   


Notes to the consolidated financial statements (continued)

 

   

Fosfatos del

Pacífico S.A.

   Salmueras
Sudamericanas S.A.
 
   S/(000)   S/(000) 

2014

    

Administrative expenses

   (12,216   (3,677

Other expenses

   (140   (9

Finance income (expense)

   223    (44
  

 

 

   

 

 

 

Loss before tax

   (12,133   (3,730

Income tax

   1,368    511 
  

 

 

   

 

 

 

Total comprehensive income

   (10,765   (3,219
  

 

 

   

 

 

 

Attributable tonon-controlling interest

   (3,230   (808

Dividends paid tonon-controlling interest

   —      —   

  

Fosfatos del 

Pacífico S.A. 

  Salmueras Sudamericanas S.A. 
  S/(000)  S/(000) 
         
2015        
Administrative expenses  (11,775)  (4,257)
Other expenses  (212)  (2)
Finance (expense) income  (1,126)  14 
Loss before tax  (13,113)  (4,245)
Income tax  3,141   767 
         
Total comprehensive income  (9,972)  (3,478)
Attributable to non-controlling interest  (2,992)  (873)

Summarized statement of financial position as of December 31:

 

 

Fosfatos del 

Pacífico S.A. 

  Salmueras Sudamericanas S.A. 
  

Fosfatos del

Pacífico S.A.

   Salmueras
Sudamericanas S.A.
  S/(000)  S/(000) 
  S/(000)   S/(000)         
2017        
Cash, inventories and other current assets     587 
        
Total equity     587 
        
Attributable to:        
Equity holders of parent     440 
Non-controlling interest     147 
        

2016

            

Cash, inventories and other current assets

   14,450    593   14,450   593 

Other receivables, property, plant and equipment and othernon-current assets

   324,786    47,068   324,786   47,068 

Trade and other payables current

   (3,495   (382  (3,495)  (382)
  

 

   

 

         

Total equity

   335,741    47,279   335,741   47,279 
  

 

   

 

         

Attributable to:

            

Equity holders of parent

   235,019    35,412   235,019   35,412 

Non-controlling interest

   100,722    11,867   100,722   11,867 

2015

    

Cash, inventories and other current assets

   14,357    212 

Other receivables, property, plant and equipment and othernon-current assets

   301,578    45,486 

Trade and other payables current

   (10,384   (219
  

 

   

 

 

Total equity

   305,551    45,479 
  

 

   

 

 

Attributable to:

    

Equity holders of parent

   213,886    34,064 

Non-controlling interest

   91,665    11,415 


Notes to the consolidated financial statements (continued)

 

Summarized statement of cash flow for the year ended December31:

 

 

Fosfatos del 

Pacífico S.A. 

 Salmueras Sudamericanas S.A. 
  

Fosfatos del

Pacífico S.A.

   Salmueras
Sudamericanas��S.A.
  S/(000) S/(000) 
  S/(000)   S/(000)         

2016

    
2017        

Net cash flows used in operating activities

   (17,332   (3,870  (2,611)  (4,134)

Net cash flows (used in) provided from investing activities

   (22,352   83   (6,410)   

Net cash flows provided from financing activities

   39,200    4,100   5,953   4,250 
  

 

   

 

         

Net (decrease) increase in cash and cash equivalents

   (484   313   (3,068)  116 
  

 

   

 

         
2016        
Net cash flows used in operating activities  (17,332)  (3,870)
Net cash flows used in investing activities  (22,352)  83 
Net cash flows provided from financing activities  39,200   4,100 
        
Net increase (decrease) in cash and cash equivalents  (484)  313 
        

2015

            

Net cash flows used in operating activities

   (21,950   (4,490  (21,950)  (4,490)

Net cash flows used in investing activities

   (55,495   —     (55,495)   

Net cash flows provided from financing activities

   82,676    2,400   82,676   2,400 
  

 

   

 

         

Net increase (decrease) in cash and cash equivalents

   5,231    (2,090
  

 

   

 

 

2014

    

Net cash flows used in operating activities

   (15,986   (4,787

Net cash flows used in investing activities

   (29,595   (186

Net cash flows provided from financing activities

   13,830    7,100 
  

 

   

 

 

Net (decrease) increase in cash and cash equivalents

   (31,751   2,127   5,231   (2,090)
  

 

   

 

 

 

29.Financial risk management, objectives and policies

The Group’s main financial liabilities, other than derivatives, comprise loans and borrowings, trade payables and other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group´sGroup’s main financial assets include cash and short term deposits and trade and other receivables that derive directly from its operations. The Group also holdsavailable-for-sale financial investments and cash flow hedges instruments.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s senior management is supported by financial management that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial management provides assurance to the Group’s senior management that the Group’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group´sGroup’s policies and risk objectives. Derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision.


The Notes to the consolidated financial statements (continued)

Management reviews and agrees policies for managing each of these risks, which are summarized below.

Notes to the consolidated financial statements (continued)

 

Market risk -

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, deposits,available-for-sale financial investments and derivative financial instruments.

The sensitivity analyses shown in the following sections relate to the Group’s consolidated position as of December 31, 20162017 and 2015.2016. The sensitivity analyses have been prepared on the basis that the amount of net debts and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place as of December 31, 2016.2017.

The following assumptions have been made in calculating the sensitivity analyses:

 

The sensitivity of the relevant statement of profit or loss items is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as of December 31, 2016 and 2015, including the effect of hedge accounting.
-The sensitivity of the relevant statement of profit or loss items is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as of December 31, 2017 and 2016, including the effect of hedge accounting.

Interest rate risk -

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

As of December 31, 20162017 and 2015,2016, all of the Group’s borrowings are at a fixed rate of interest; consequently, the management evaluated that is not relevant to do an interest rate sensitivity analysis.

Foreign currency risk -

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange relates primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency from the Group’s functional currency).

Since November of 2014, the Group hedges its exposure to fluctuations on the translation into Soles of its Senior Notes which are denominated in US dollars, by using cross currency swaps contracts.

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate, with all other variables held constant. The impact on the Group’s profit before income tax is due to changes in the fair value of monetary assets and liabilities.

 

2017  Change in 
US$ rate
 Effect on profit 
before tax
 
U.S. Dollar  %  S/(000) 
        
   +5   (620)
   +10   (1,239)
   -5   620 
   -10   1,239 
        
2016  

Change in

US$ rate

   

Effect on profit

before tax

    

Change in

US$ rate 

   

Effect on profit 

before tax

 
U.S. Dollar  %   S/(000)   %  S/(000) 
        
   +5    (605   +5   (605)
   +10    (1,209   +10   (1,209)
   -5    605    -5   605 
   -10    1,209    -10   1,209 

 

2015  

Change in

US$ rate

   

Effect on profit

before tax

 
U.S. Dollar  %   S/(000) 
   +5    4,851 
   +10    9,702 
   -5    (4,851
   -10    (9,702


Notes to the consolidated financial statements (continued)

 

Commodity price risk -

The Group is affected by the price volatility of certain commodities. Its operating activities require a continuous supply of coal. The Group does not use forward commodity purchase contracts to hedge the purchase price of coal. For the calculation of the commodity price sensitivity, the purchases of this raw material of the last 12 months are used as a basis.

Commodity price sensitivity

The following table shows the effect of price changes in coal:

 

 Change in 
year-end price
 Effect on profit 
before tax
 
 % S/(000) 
20172017    
  

Change in

year-end price

   

Effect on profit

before tax

     +10  (3,148) 
  %   S/(000)     -10  3,148 

2016

         
   +10    (3,780    +10  (3,780) 
   -10    3,780     -10  3,780 

2015

    
   +10    (2,101
   -10    2,101 

Equity price risk -

The Group’s listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s Board of Directors reviews and approves all equity investment decisions.

As of December 31, 2017, the Group in not expose to equity price risk.

As of December 31, 2016, and 2015, the exposure to listed equity securities at fair value was S/657,000, and S/436,000, respectively, see Notenote 9(a). At thethat reporting date, a decrease of 10% on Lima stock exchange (BVL) market index could have an impact of approximately S/66,000 on the income or equity attributable to the Group, depending on whether or not the decline is significant or prolonged. An increase of 10% in the value of the listed securities would only impact equity but would not have an effect on profit or loss.

Credit risk -

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to a credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.


Notes to the consolidated financial statements (continued)

 

Trade receivables

Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of the customer is assessed and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit. As of December 31, 20162017 and 2015,2016, the Group had 36 and 23 customers, respectively, that owed the Group more than S/3,000,000 each accounted for approximately 21%28% and 20%21% for all receivables owing, respectively. There were 2725 and 2827 customers as of December 31, 20162017 and 2015,2016, respectively, with balances smaller than S/700,000 each and accounting for over 68%61% and 70%68%, respectively, of the total amounts receivable.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. This calculation is based on actual incurred historical data.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Notenote 7. The Group does not hold collateral as security.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Management on an annual basis, and may be updated throughout the year subject to approval of the Group’s financial management. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure to make payments. As of December 31, 20162017 and 2015,2016, the Group’s maximum exposure to credit risk for the components of the consolidated statement of financial position is the carrying amounts as showed in Note 6, except for derivative financial instruments.note 6. The Group’s maximum exposure relating to financial derivative instruments is noted in the liquidity table therefore.

Liquidity risk -

The Group monitors its risk of shortage of funds using a recurring liquidity planning tool.

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, debentures and finance leases contracts. Access to sources of funding is sufficiently available and debt maturing within 12 months can be rolled over with existing lenders.

As of December 31, 20162017 and 20152016, no portion of Senior Notes will mature in less than one year.


Notes to the consolidated financial statements (continued)

 

Excessive risk concentration –

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.


Notes to the consolidated financial statements (continued)

 

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

 

 On demand Less than 3 months 3 to 12 months 1 to 5 years More than 5 years Total 
  On
demand
   Less than 3
months
   3 to 12
months
   1 to 5
years
   More than 5
years
   Total  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)                         

As of December 31, 2016

            

Long term debt

   —      —      —      —      913,300    913,300 

Interests

   —      22,680    22,680    181,440    68,040    294,840 
As of December 31, 2017                        
Interest-bearing loans adjusted by hedge              913,300   913,300 
Interest     21,904   21,904   175,230   21,904   240,942 

Hedge finance cost payable

   —      13,503    13,503    108,025    40,510    175,541      13,041   13,041   104,328   13,041   143,451 

Trade and other payables

   —      118,829    8,941    —      —      127,770      129,595   9,711         139,306 

Energy supply

   —      3,738    5,246    914    —      9,898      3,357   2,648         6,005 
                        

As of December 31, 2015

            

Long term debt

   —      —      —      —      913,300    913,300 

Interests

   —      23,038    23,038    184,302    115,189    345,567 
As of December 31, 2016                        
Interest-bearing loans adjusted by hedge              913,300   913,300 
Interest     22,680   22,680   181,440   68,040   294,840 

Hedge finance cost payable

   —      13,708    13,708    109,665    55,442    192,523      13,503   13,503   108,025   40,510   175,541 

Trade and other payables

   —      152,160    10,590    —      —      162,750      89,864   8,941         98,805 

Energy supply

   —      4,428    7,217    2,786    —      14,431      3,738   5,246   914      9,898 

The disclosed financial derivative instruments in the table below are the gross undiscounted cash flows. However, those amounts may be settled gross or net. The following table shows the corresponding reconciliation to those amounts to their carrying amounts:

 

  On demand  Less than 3 months  3 to 12 months  1 to 5 years  More than 5 years  Total 
  S/(000)  S/(000)  S/(000)  S/(000)  S/(000)  S/(000) 
                         
As of December 31, 2017                        
Inflows              139,785   139,785 
Outflows     (2,841)  (13,032)  (100,102)  (11,945)  (127,920)
Net     (2,841)  (13,032)  (100,102)  127,840   11,865 
                         
Discounted at the applicable interbank rates     (2,836)  (12,885)  (94,939)  111,149   489 
                         
As of December 31, 2016                        
Inflows              259,195   259,195 
Outflows     (2,942)  (13,556)  (105,069)  (36,948)  (158,515)
Net     (2,942)  (13,556)  (105,069)  222,247   100,680 
                         
Discounted at the applicable interbank rates     (2,933)  (13,341)  (97,541)  183,727   69,912 
   On
demand
   Less than 3
months
  3 to 12
months
  1 to 5
years
  More than 5
years
  Total 
   S/(000)   S/(000)  S/(000)  S/(000)  S/(000)  S/(000) 

As of December 31, 2016

        

Inflows

   —      —     —     —     259,195   259,195 

Outflows

   —      (2,942  (13,556  (105,069  (36,948  (158,515
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

   —      (2,942  (13,556  (105,069  222,247   100,680 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Discounted at the applicable interbank rates

   —      (2,933  (13,341  (97,541  183,727   69,912 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As of December 31, 2015

        

Inflows

   —      —     —     —     358,156   358,156 

Outflows

   —      (2,988  (13,890  (107,921  (62,577  (187,376
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

   —      (2,988  (13,890  (107,921  295,579   170,780 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Discounted at the applicable interbank rates

   —      (2,976  (13,558  (96,555  237,859   124,770 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Notes to the consolidated financial statements (continued)

Changes in liabilities arising from financing activities:

  Balance as of January 1  Distribution of dividends  Finance cost on cross currency swaps  Cash flows  Movement of foreign currency  Amortization of costs of issuance of senior notes  Others  Balance as of December 31 
  S/(000)  S/(000)  S/(000)  S/(000)  S/(000)  S/(000)  S/(000)  S/(000) 
                         
2017                        
Hedge finance cost payable 11,073    26,140  (26,708)       10,505 
Dividends payable 5,070  149,837    (124,993)     (189) 29,725 
Interest-bearing loans 998,148        (34,502) 1,644    965,290 
                         
2016                        
Hedge finance cost payable 10,897    27,800  (27,624)       11,073 
Dividends payable 4,235  155,236    (154,401)       5,070 
Interest-bearing loans 1,012,406        (15,902) 1,644    998,148 

Notes to the consolidated financial statements (continued)

 

Capital management -

For the purpose of the Group’s capital management, capital includes capital stock, investment shares, additionalpaid-in capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximize the shareholders’ value.

In order to achieve this overall objective, the Group’s capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the creditors to immediately call senior notes. There have been no breaches in the financial covenants of Senior Notes in the current period.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 20162017 and 2015.2016.

 

30.Financial assets and financial liabilities

 

(a)Financial asset and liabilities –

 

 2017 2016 
  2016   2015  S/(000) S/(000) 
  S/(000)   S/(000)         

Derivative Financial instruments

    
Derivative financial instruments        

Cash flow hedge (cross currency swaps)

   69,912    124,770   489   69,912 
  

 

   

 

 

Total cash flow hedge

   69,912    124,770   489   69,912 
  

 

   

 

 
        

Available-for-sale financial investments

            

Quoted equity shares

   657    436      657 
  

 

   

 

 

Totalavailable-for-sale investments, note 9(b)

   657    436      657 
  

 

   

 

         

Total financial instruments at fair value

   70,569    125,206   489   70,569 
  

 

   

 

 
        

Total current

   —      —         

Totalnon-current

   70,569    125,206   489   70,569 
  

 

   

 

         
   70,569    125,206   489   70,569 
  

 

   

 

 

The financial instruments at fair value through other comprehensive income reflect changes in the fair value of the so-called cash flow hedging contracts that cover the Senior Notes in US dollars.


Notes to the consolidated financial statements (continued)

Except cash flow hedge andavailable-for-sale investments , all financial assets which included cash and cash equivalents and trade and other receivables are classified in the category of loans and receivable, which arenon-derivative financial assets carried at amortized cost, which generate a fixed or variable interest income for the Group. The carrying value may be affected by changes in the credit risk of the counterparties.

Notes to the consolidated financial statements (continued)

 

Financial liabilities -

All financial liabilities of the Group include trade and other payables and Senior Notes which are classified as loans and borrowings and are carried at amortized cost.

 

(b)Hedging activities and derivatives -

Cash flow hedges -

Foreign currency risk -

Cross currency swap contracts are designated as hedging instruments in cash flows hedges of the Senior Notes denominated in US dollars with the intention of reducing the foreign exchange risk of expected disbursements of Senior Notes, forin a notionalprincipal amount of US$300,000,000).300,000,000.

The cross currency swap contracts balances vary with the level of expected forward exchange rates.

 

    2016     2015  2017 2016 
    Assets     Liabilities     Assets     Liabilities  Assets Liabilities Assets Liabilities 
    S/(000)     S/(000)     S/(000)     S/(000)  S/(000) S/(000) S/(000) S/(000) 
                

Cross currency swap contracts designated as hedging instruments

                                

Fair value

     69,912      —        124,770      —     489      69,912    
    

 

     

 

     

 

     

 

                 
  489      69,912    
     69,912      —        124,770      —   
    

 

     

 

     

 

     

 

 

The terms of the cross currency swaps contracts match the terms of the related Senior Notes.

The cash flow hedge of the expected future payments was assessed to be highly effective and a net unrealized loss of S/39,511,000 and a net unrealized gain of S/10,832,00038,230,000 was included in OCI as of December 31, 2016 and 2015, respectively.2017 (net unrealized loss of S/39,511,000 as of December 31, 2016). The amounts retained in OCI as of December 31, 20162017 are expected to mature and affect the consolidated statement of profit or loss in each of the future years until 2023.


Notes to the consolidated financial statements(continued)

 

(c)Fair values -

Set out below is a comparison by class of the carrying amounts and fair values of the Group’s financial instruments that are carried in the consolidated financial statements:

 

   Carrying amount   Fair value 
   2016   2015   2016   2015 
   S/(000)   S/(000)   S/(000)   S/(000) 

Financial assets

        

Derivatives financial instruments – Cross currency swaps

   69,912    124,770    69,912    124,770 

Available-for-sale financial investments

   657    436    657    436 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total financial assets -non-current

   70,569    125,206    70,569    125,206 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities

        

Financial obligations:

        

Senior Notes (*)

   998,148    1,012,406    1,012,607    961,411 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total financial liabilities

   998,148    1,012,406    1,012,607    961,411 
  

 

 

   

 

 

   

 

 

   

 

 

 

Notes to the consolidated financial statements (continued)

  Carrying amount  Fair value 
   2017   2016   2017   2016 
   S/(000)   S/(000)   S/(000)   S/(000) 
                 
Financial assets                
Derivative financial instruments – Cross currency swaps  489   69,912   489   69,912 
Available-for-sale financial investments     657      657 
                 
Total financial assets - non-current  489   70,569   489   70,569 
                 
                 
Financial liabilities                
Financial obligations:                
  Senior Notes  965,290   998,148   1,005,324   1,012,607 
                 
Total financial liabilities  965,290   998,148   1,005,324   1,012,607 

 

Management assessed that cash and term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair values:

 

The fair value of cross currency swaps is measured by using valuation techniques where inputs are based on market data. The most frequently applied valuation techniques include swap valuation models, using present value calculations. The models incorporate various inputs, including the credit quality of counterparties, foreign exchange, forward rates and interest rate curves.
-The fair value of cross currency swaps is measured by using valuation techniques where inputs are based on market data. The most frequently applied valuation techniques include swap valuation models, using present value calculations. The models incorporate various inputs, including the credit quality of counterparties, foreign exchange, forward rates and interest rate curves.

A credit valuation adjustment (CVA) is applied to the“Over-The-Counter” “Over-The-Counter” derivative exposures to take into account the counterparty’s risk of default when measuring the fair value of the derivative. CVA is themark-to market cost of protection required to hedge credit risk from counterparties in this type of derivatives portfolio. CVA is calculated by multiplying the probability of default (PD), the loss given default (LGD) and the expected exposure (EE) at the time of default.

A debit valuation adjustment (DVA) is applied to incorporate the Group’s own credit risk in the fair value of derivatives (that is the risk that the Group might default on its contractual obligations), using the same methodology as for CVA.

The fair value of the quoted senior notes is based on price quotations at the reporting date. The Group has not unquoted liability instruments for which fair value is disclosed as of December 31, 2016 and 2015.

Fair value ofavailable-for-sale investments is derived from quoted market prices in active markets.

Notes to the consolidated financial statements(continued)

-The fair value of the quoted senior notes is based on price quotations at the reporting date. The Group has not unquoted liability instruments for which fair value is disclosed as of December 31, 2017 and 2016.

 

-Fair value of available-for-sale investments is derived from quoted market prices in active markets.

(d)Fair value measurement -

All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, as follows:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy byre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The following table provides the fair value measurement hierarchy of the Group´sGroup’s assets and liabilities.

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2017 –

  Fair value measurement using 
   

Total 

   

Quoted prices in active markets
(Level 1)

   

Significant
observable inputs 

(Level 2) 

   

Significant
unobservable
inputs 

(Level 3) 

 
   S/(000)   S/(000)   S/(000)   S/(000) 
                 
Assets measured at fair value:                
Derivative financial assets:                
   Cross currency swaps  489      489    
                 
Total financial assets  489      489    
Liabilities for which fair values are disclosed:                
  Senior Notes  1,005,324   1,005,324       
                 
Total financial liabilities  1,005,324   1,005,324       


Notes to the consolidated financial statements(continued)

There have been no transfers between levels during the year ending December 31, 2017.

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2016 –

 

 Fair value measurement using 
  Fair value measurement using  

Total 

 

Quoted prices in active markets 

(Level 1) 

 

Significant
observable inputs 

(Level 2) 

 

Significant
unobservable
inputs 

(Level 3) 

 
  Total   

Quoted prices in
active markets

(Level 1)

   

Significant
observable
inputs

(Level 2)

   

Significant
unobservable
inputs

(Level 3)

  S/(000) S/(000) S/(000) S/(000) 
  S/(000)   S/(000)   S/(000)   S/(000)                 

Assets measured at fair value:

                        

Derivative financial assets:

                        

Cross currency swaps

   69,912    —      69,912    —     69,912      69,912    

Available-for-sale financial investments (Note 9):

        
Available-for-sale financial investments (note 9):                

Quoted equity shares

   657    657    —      —     657   657       
  

 

   

 

   

 

   

 

                 

Total financial assets

   70,569    657    69,912    —     70,569   657   69,912    
  

 

   

 

   

 

   

 

 

Liabilities for which fair values are disclosed:

                        

Senior Notes

   1,012,607    1,012,607    —      —     1,012,607   1,012,607       
  

 

   

 

   

 

   

 

                 

Total financial liabilities

   1,012,607    1,012,607    —      —     1,012,607   1,012,607       
  

 

   

 

   

 

   

 

 

There have been no transfers between levels during the periodyear ending December 31, 2016.


Notes to the consolidated financial statements (continued)

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2015 –

   Fair value measurement using 
   Total   

Quoted prices in
active markets

(Level 1)

   

Significant
observable
inputs

(Level 2)

   

Significant
unobservable
inputs

(Level 3)

 
   S/(000)   S/(000)   S/(000)   S/(000) 

Assets measured at fair value:

        

Derivative financial assets:

        

Cross currency swaps

   124,770    —      124,770    —   

Available-for-sale financial investments (Note 9):

        

Quoted equity shares

   436    436    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total financial assets

   125,206    436    124,770    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities for which fair values are disclosed:

        

Senior Notes

   961,411    961,411    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total financial liabilities

   961,411    961,411    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

There have been no transfers between levels during the period ending December 31, 2015.

Notes to the consolidated financial statements (continued)

 

31.Segment information

For management purposes, the Group is organized into business units based on their products and activities and have three reportable segments as follows:

 

Production and marketing of cement, concrete and blocks in the northern region of Peru.
-Production and marketing of cement, concrete and blocks in the northern region of Peru.

 

Sale of construction supplies (steel rebar and building materials) in the northern region of Peru.
-Sale of construction supplies (steel rebar and building materials) in the northern region of Peru.

 

Production and marketing of quicklime in the northern region of Peru.
-Production and marketing of quicklime in the northern region of Peru.

No operating segments have been aggregated to form the above reportable operating segments.

Management monitors the profit before income tax of each business unit separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit before income tax and is measured consistently with profit before income tax in the consolidated financial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

 

 Revenues from external customers Gross profit margin Other operating income, net Administrative expenses Selling and distribution expenses Impairment on brine project Finance costs Finance income (Loss) gain from exchange difference, net Profit before income tax Income tax expense Net income from continuing operations Net loss from discontinued operations Profit for the year 
 Revenues
from
external
customers
 

Gross

profit
margin

 Other
operating
income,
net
 Administrative
expenses
 Selling and
distribution
expenses
 Finance
costs
 Finance
income
 (Loss)
gain from
exchange
difference,
net
 Profit
before
income
tax
 Income
tax
expense
 Net income from
continuing
operations
 Net loss from
discontinued
operations
 Profit
for the
year
  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
 S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000)                              
2017                             
Cement, concrete and blocks 1,076,648 476,919 (4,127)(174,087)(44,223) (73,759)5,779 (2,012)184,490 (67,568)116,922  116,922 
Construction supplies 66,442 1,873 36 (1,499)(2,287)  48 (17)(1,846)676 (1,170) (1,170)
Quicklime 80,707 13,671  (15,613)    (183)(2,125)778 (1,347) (1,347)
Other 1,842 220 (266)(4,418)(57)(47,582) 15 (14)(52,102)19,082 (33,020)(754)(33,774)
                             
Consolidated 1,225,639 492,683 (4,357)(195,617)(46,567)(47,582)(73,759)5,842 (2,226)128,417 (47,032)81,385 (754)80,631 
                             

2016

                                          

Cement, concrete and blocks

 1,103,426  487,671  1,907  (173,200 (38,070 (75,397 3,194  (2,238 203,867  (80,912 122,955   —    122,955  1,103,426 487,671 1,907 (173,200)(38,070) (75,397)3,194 (2,238)203,867 (80,912)122,955  122,955 

Construction supplies

 59,888  1,220  136  (1,051 (1,643  —    24  (19 (1,333 529  (804  —    (804 59,888 1,220 136 (1,051)(1,643)  24 (19)(1,333)529 (804) (804)

Quicklime

 75,090  14,216   —    (14,464  —     —     —    (118 (366 145  (221  —    (221 75,090 14,216  (14,464)    (118)(366)145 (221) (221)

Other

 1,765  532  401  (4,661 (186  —    22  (166 (4,058 1,611  (2,447 (6,589 (9,036 1,765 532 401 (4,661)(186)  22 (166)(4,058)1,611 (2,447)(6,589)(9,036)
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                              

Consolidated

 1,240,169  503,639  2,444  (193,376 (39,899 (75,397 3,240  (2,541 198,110  (78,627 119,483  (6,589 112,894  1,240,169 503,639 2,444 (193,376)(39,899) (75,397)3,240 (2,541)198,110 (78,627)119,483 (6,589)112,894 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                              

2015

                                          

Cement, concrete and blocks

 1,089,232  517,266  3,877  (161,950 (29,687 (36,807 3,384  11,141  307,224  (89,515 217,709   —    217,709  1,089,232 517,266 3,877 (161,950)(29,687) (36,807)3,384 11,141 307,224 (89,515)217,709  217,709 

Construction supplies

 75,565  2,506  4  (1,228 (1,519  —    32  19  (186 54  (132  —    (132 75,565 2,506 4 (1,228)(1,519)  32 19 (186)54 (132) (132)

Quicklime

 64,140  15,116   —    (11,306  —     —     —    969  4,779  (1,392 3,387   —    3,387  64,140 15,116  (11,306)    969 4,779 (1,392)3,387  3,387 

Other

 2,078  370  32  (5,239 (275  —     —    65  (5,047 1,470  (3,577 (5,720 (9,297 2,078 370 32 (5,239)(275)   65 (5,047)1,470 (3,577)(5,720)(9,297)
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                              

Consolidated

 1,231,015  535,258  3,913  (179,723 (31,481 (36,807 3,416  12,194  306,770  (89,383 217,387  (5,720 211,667  1,231,015 535,258 3,913 (179,723)(31,481) (36,807)3,416 12,194 306,770 (89,383)217,387 (5,720)211,667 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

2014

             

Cement, concrete and blocks

 1,085,366  506,511  7,448  (168,544 (28,716 (31,192 11,233  (13,604 283,136  (81,138 201,998   —    201,998 

Construction supplies

 95,405  2,874  91  (1,455 (1,754  —    35  (16 (225 64  (161  —    (161

Quicklime

 61,051  9,114   —    (11,054  —     —     —    (1,085 (3,025 867  (2,158  —    (2,158

Other

 757  (68 98  (4,493 (64 (4  —    19  (4,512 1,371  (3,141 (7,749 (10,890
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Consolidated

 1,242,579  518,431  7,637  (185,546 (30,534 (31,196 11,268  (14,686 275,374  (78,836 196,538  (7,749 188,789 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 


Notes to the consolidated financial statements (continued)

 

   

Segment

assets

   

Other

assets

   Assets held for
distribution
   

Total

assets

   Operating
liabilities
   Liabilities
held for
distribution
   

Total

liabilites

   Capital
expenditure
   Depreciation  Provision of
inventory net
realizable value
and obsolescence
 
   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)   S/(000)       S/(000)   S/(000)  S/(000) 

2016

                   

Cement, concrete and blocks

   2,678,871    69,912    —      2,748,783    1,316,144    —      1,316,144    101,729    (102,900  (1,499

Construction supplies

   27,652    —      —      27,652    20,760    —      20,760    —      —     —   

Quicklime

   122,446    —      —      122,446    —      —      —      —      (4,377  —   

Other

   82,674    657    338,411    421,742    986    2,704    3,690    16,072    (3,989  —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Consolidated

   2,911,643    70,569    338,411    3,320,623    1,337,890    2,704    1,340,594    117,801    (111,266  (1,499
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

2015

                   

Cement, concrete and blocks

   2,743,007    124,770    —      2,867,777    1,326,650    —      1,326,650    454,275    (67,221  426 

Construction supplies

   27,719      —      27,719    30,182    —      30,182    —      —     —   

Quicklime

   125,584      —      125,584    —      —      —      —      (2,264  —   

Other

   392,278    436    —      392,714    10,828    —      10,828    36,532    (1,325  (9,335
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Consolidated

   3,288,588    125,206    —      3,413,794    1,367,660    —      1,367,660    490,807    (70,810  (8,909
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

2014

                   

Cement, concrete and blocks

   2,744,140    12,251    —      2,756,391    1,129,792    —      1,129,792    557,307    (58,881  430 

Construction supplies

   28,215    —      —      28,215    32,858    —      32,858    —      —     —   

Quicklime

   129,483    —      —      129,483    —      —      —      —      (4,582  —   

Other

   326,071    744    —      326,815    7,569    —      7,569    29,937    (1,296  23 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Consolidated

   3,227,909    12,995    —      3,240,904    1,170,219    —      1,170,219    587,244    (64,759  453 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

  Segment
assets
 Other
assets
 Assets held for distribution Total
assets
 Operating liabilities 

Liabilities held for distribution 

 

Total
liabilities 

 Capital expenditure Depreciation  and amortization Provision of inventory net realizable value and obsolescence 
  S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) S/(000) 
                      
2017                     
Cement, concrete and blocks 2,607,334 489  2,607,823 1,274,322  1,274,322 69,717 (119,518)(2,718)
Construction supplies 30,791   30,791 31,966  31,966    
Quicklime 118,712   118,712     (4,504) 
Other 35,583 21,206  56,789 1,119  1,119 15 (184) 
                      
Consolidated 2,792,420 21,695  2,814,115 1,307,407  1,307,407 69,732 (124,206)(2,718)
                      
2016                     
Cement, concrete and blocks 2,678,871 69,912  2,748,783 1,316,144  1,316,144 101,729 (102,900)(1,499)
Construction supplies 27,652   27,652 20,760  20,760    
Quicklime 122,446   122,446     (4,377) 
Other 82,674 657 338,411 421,742 986 2,704 3,690 16,072 (3,989) 
                      
Consolidated 2,911,643 70,569 338,411 3,320,623 1,337,890 2,704 1,340,594 117,801 (111,266)(1,499)
                      
2015                     
Cement, concrete and blocks 2,743,007 124,770  2,867,777 1,326,650  1,326,650 454,275 (67,221)426 
Construction supplies 27,719    27,719 30,182  30,182    
Quicklime 125,584    125,584     (2,264) 
Other 392,278 436  392,714 10,828  10,828 36,532 (1,325)(9,335)
                      
Consolidated 3,288,588 125,206  3,413,794 1,367,660  1,367,660 490,807 (70,810)(8,909)


Notes to the consolidated financial statements (continued)

 

During 2016,2017, revenues from two customers, arising from sales within the quicklime segment, amounted to S/55,657,000.65,784,198. During 20152016 and 2014,2015, revenues from one customer, arising from sales within the quicklime segment, amounted to S/27,182,00055,657,000 and S/28,518,000,27,182,000, respectively.

Capital expenditure consistsexpenditures consist of S/69,732,000, S/117,801,000 S/490,807,000 and S/587,244,000490,807,000 during the years ended as of December 31, 2017, 2016 2015 and 2014,2015, respectively, and are related to additions of property, plant and equipment, exploration and evaluation assets and other minornon-current assets. During 2017, 2016 2015 and 2014,2015, there were no purchases of assets through capital leases.

Inter-segment revenues obtained during the years ended December 31, 2017, 2016 2015 and 20142015 were eliminated for consolidation.

The “other” segment includes activities that do not meet the threshold for disclosure under IFRS 8.13 and representnon-material operations of the Group (including phosphates and brine projects).

Other assets

As of December 31, 20162017, corresponds to theavailable-for-sale investments caption and fair value of financial derivate instrument (cross currency swap) for approximately S/21,206,000 and S/489,000, respectively (2016: S/657,000 and S/69,912,000, respectively (2015:69,912,000; 2015: S/436,000 and S/124,770,000, ; 2014: S/744,000 and S/12,251,000, respectively), which are not allocated to a segment.

Geographic information

All revenues are from Peruvian clients.

As of December 31, 20162017 and December 31, 2015,2016, allnon-current assets are located in Peru.

 

32.Events after the reporting period

On January 19, 2017, the Company’s Management approved the purchase of 7,911,845 investment shares of the Company’s own issuance at S/34,216,000.

On March 1, 2017, the Company completed thespin-off project (see Note 1), therefore, the capital stock was reduced by S/107,593,000 (from S/531,461,000 to S/423,868,000). Additionally, under the terms of the reorganization, Cementos Pacasmayo S.A.A. contributed S/34,178,000 of cash and S/5,822,000 in accounts receivable to Fossal S.A.A.F-94

F-85