UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 23 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report_______________________________
For the transition period from _____________to__________
Commission file number 33-65728
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(Exact name of registrant as specified in its charter)
CHEMICAL AND MINING COMPANY OF CHILE INC.
(Translation of registrant’s name into English)
CHILE
(Jurisdiction of incorporation or organization)
El Trovador 4285, 6th Floor, Santiago, Chile +56 2 2425-2000
(Address of principal executive offices)
Gerardo Illanes +56 2 2425-2485 gerardo.illanes@sqm.com
El Trovador 4285, 6th Floor, Santiago, Chile
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Name of each exchange on which registered | |
| Series B shares, in the form of American Depositary Shares each representing one Series B share | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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.
| Series A shares | 142,819,552 |
| Series B shares | 120,376,972 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act: x 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 x NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES ¨ NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ YES ¨ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in rule 12b-2 of the Exchange Act.
x Large accelerated filer ¨ Accelerated filer ¨ Non- accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
¨ U.S. GAAP x 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.
Indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 x 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 x NO
| ii |
In this Annual Report on Form 20-F, except as otherwise provided or unless the context requires otherwise, all references to “we,” “us,” “Company” or “SQM” are to Sociedad Química y Minera de Chile S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile, and its consolidated subsidiaries.
All references to “$,” “US$,” “U.S. dollars,” “USD” and “dollars” are to United States dollars, references to “pesos,” “CLP” and “Ch$” are to Chilean pesos, references to ThUS$ are to thousands of United States dollars, references to ThCh$ are to thousands of Chilean pesos and references to “UF” are to Unidades de Fomento. The UF is an inflation-indexed, peso-denominated unit that is linked to, and adjusted daily to reflect changes in, the previous month’s Chilean consumer price index. As of December 31, 2015, UF 1.00 was equivalent to US$36.09 and Ch$25,629.09 according to the Chilean Central Bank (Banco Central de Chile). As of April 15, 2016, UF 1.00 was equivalent to US$38.79 and Ch$25,855.14.
The Republic of Chile is governed by a democratic government, organized in fourteen regions plus the Metropolitan Region (surrounding and including Santiago, the capital of Chile). Our production operations are concentrated in northern Chile, specifically in the Tarapacá Region and in the Antofagasta Region.
Our fiscal year ends on December 31. As December 31 is a public holiday in Chile, certain financial information is reflected as of December 30, 2015.
We use the metric system of weights and measures in calculating our operating and other data. The United States equivalent units of the most common metric units used by us are as shown below:
1 kilometer equals approximately 0.6214 miles
1 meter equals approximately 3.2808 feet
1 centimeter equals approximately 0.3937 inches
1 hectare equals approximately 2.4710 acres
1 metric ton (“MT”) equals 1,000 kilograms or approximately 2,205 pounds.
We are not aware of any independent, authoritative source of information regarding sizes, growth rates or market shares for most of our markets. Accordingly, the market size, market growth rate and market share estimates contained herein have been developed by us using internal and external sources and reflect our best current estimates. These estimates have not been confirmed by independent sources.
Percentages and certain amounts contained herein have been rounded for ease of presentation. Any discrepancies in any figure between totals and the sums of the amounts presented are due to rounding.
“assay values” Chemical result or mineral component amount contained by the sample.
“average global metallurgical recoveries” Percentage that measures the metallurgical treatment effectiveness based on the quantitative relationship between the initial product contained in the mine-extracted material and the final product produced in the plant.
“average mining exploitation factor” Index or ratio that measures the mineral exploitation effectiveness, based on the quantitative relationship between (in-situ mineral minus exploitation losses) / in-situ mineral.
“CAGR” Compound annual growth rate, the year over year growth rate of an investment over a specified period of time.
“cash and cash equivalents” The International Accounting Standards Board (IASB) defines cash and cash equivalents as short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
“Controller Group”* A person or company or group of persons or companies that according to Chilean law, have executed a joint performance agreement, that have a direct or indirect share in a company’s ownership and have the power to influence the decisions of the company’s management.
“Corfo” Production Development Corporation (Corporación de Fomento de la Producción), formed in 1939, a national organization in charge of promoting Chile’s manufacturing productivity and commercial development.
| iii |
“cut-off grade” The minimal assay value or chemical amount of some mineral component above which exploitation is economical.
“dilution” Loss of mineral grade because of contamination with barren material (or waste) incorporated in some exploited ore mineral.
“exploitation losses” Amounts of ore mineral that have not been extracted in accordance with exploitation designs.
“fertigation” The process by which plant nutrients are applied to the ground using an irrigation system.
“geostatistical analysis” Statistical tools applied to mining planning, geology and geochemical data that allow estimation of averages, grades and quantities of mineral resources and reserves.
“heap leaching” A process whereby minerals are leached from a heap, or pad, of ROM (run of mine) ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.
“horizontal layering” Rock mass (stratiform seam) with generally uniform thickness that conform to the sedimentary fields (mineralized and horizontal rock in these cases).
“hypothetical resources” Mineral resources that have limited geochemical reconnaissance, based mainly on geological data and samples assay values spaced between 500–1000 meters.
“Indicated Mineral Resource” See “Resources—Indicated Mineral Resource.”
“Inferred Mineral Resource” See “Resources—Inferred Mineral Resource.”
“industrial crops” Refers to crops that require processing after harvest in order to be ready for consumption or sale. Tobacco, tea and seed crops are examples of industrial crops.
“Kriging Method” A technique used to estimate ore reserves, in which the spatial distribution of continuous geophysical variables is estimated using control points where values are known.
“LIBOR” London Inter Bank Offered Rate.
“limited reconnaissance” Low or limited level of geological knowledge.
“Measured Mineral Resource” See “Resources—Measured Mineral Resource.”
“metallurgical treatment” A set of chemical and physical processes applied to the caliche ore and to the salar brines to extract their useful minerals (or metals).
“ore depth” Depth of the mineral that may be economically exploited.
“ore type” Main mineral having economic value contained in the caliche ore (sodium nitrate or iodine).
“ore” A mineral or rock from which a substance having economic value may be extracted.
“Probable Mineral Reserve” See “Reserves—Probable Mineral Reserve.”
“Proven Mineral Reserve” See “Reserves—Proven Mineral Reserve.”
“Reserves—Probable Mineral Reserve”** The economically mineable part of an Indicated Mineral Resource and, in some circumstances, Measured Mineral Resource. The calculation of the reserves includes diluting of materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified. A Probable Mineral Reserve has a lower level of confidence than a Proved Mineral Reserve.
“Reserves—Proven Mineral Reserve” ** The economically mineable part of a Measured Mineral Resource. The calculation of the reserves includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified.
| iv |
“Resources—Indicated Mineral Resource” ** The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. The calculation is based on detailed exploration, sampling and testing information gathered through appropriate sampling techniques from locations such as outcrops, trenches and exploratory drill holes. The locations are too widely or inappropriately spaced to confirm geological continuity and/or grade continuity but are spaced closely enough for continuity to be assumed. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource, but has a higher level of confidence than that applying to an Inferred Mineral Resource.
A deposit may be classified as an Indicated Mineral Resource when the nature, quality, amount and distribution of data are such as to allow the Competent Person, as that term is defined under Chilean Law Number 20,235, determining the Mineral Resource to confidently interpret the geological framework and to assume continuity of mineralization. Confidence in the estimate is sufficient to allow the appropriate application of technical and economic parameters and to enable an evaluation of economic viability.
“Resources—Inferred Mineral Resource” ** The part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence, by inferring them on the basis of geological evidence and assumed but not verified geological and/or grade continuity. The estimate is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and this information is of limited or uncertain quality and/or reliability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource.
“Resources—Measured Mineral Resource” ** The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. The estimate is based on detailed exploration, sampling and testing information gathered through appropriate sampling techniques from locations such as outcrops, trenches and exploratory drill holes. The locations are spaced closely enough to confirm geological and/or grade continuity.
A deposit may be classified as a Measured Mineral Resource when the nature, quality, amount and distribution of data are such as to leave no reasonable doubt, in the opinion of the Competent Person, as that term is defined under Chilean Law Number 20,235, determining the Mineral Resource, that the tonnage and grade of the deposit can be estimated within close limits and that any variation from the estimate would not significantly affect potential economic viability. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit. Confidence in the estimate is sufficient to allow the appropriate application of technical and economic parameters and to enable an evaluation of economic viability.
“Resources—Mineral Resource” ** A concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form or quantity and of such grade or quality that it has reasonable prospects for economically viable extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological, metallurgical and technological evidence.
“solar salts” A mixture of 60% sodium nitrate and 40% potassium nitrate used in the storage of thermo-energy.
“vat leaching” A process whereby minerals are extracted from crushed ore by placing the ore in large vats containing leaching solutions.
“waste” Rock or mineral which is not economical for metallurgical treatment.
“Weighted average age” The sum of the product of the age of each fixed asset at a given facility and its current gross book value as of December 31, 2015 divided by the total gross book value of the Company’s fixed assets at such facility as of December 31, 2015.
| * | The definition of a Controller Group that has been provided is the one that applies to the Company. Chilean law provides for a broader definition of a Controller Group. |
| ** | The definitions we use for resources and reserves are based on those provided by the “Instituto de Ingenieros de Minas de Chile” (Chilean Institute of Mining Engineers). |
| v |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 20-F contains statements that are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not based on historical facts and reflect our expectations for future events and results. Words such as “believe,” “expect,” “predict,” “anticipate,” “intend,” “estimate,” “should,” “may,” “likely,” “could” or similar expressions may identify forward-looking information. These statements appear throughout this Form 20-F and include statements regarding the intent, belief or current expectations of the Company and its management, including but not limited to any statements concerning:
| · | trends affecting the prices and volumes of the products we sell; |
| · | level of reserves, quality of the ore and brines, and production levels and yields; |
| · | our capital investment program and development of new products; |
| · | the future impact of competition; and |
| · | regulatory changes. |
Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements included in this Form 20-F, including, without limitation, the information under Item 4. Information on the Company, Item Number 5. Operating and Financial Review and Prospects and Item 11. Quantitative and Qualitative Disclosures About Market Risk. Factors that could cause actual results to differ materially include, but are not limited to:
| · | volatility of global prices for our products; |
| · | political, economic and demographic developments in certain emerging market countries, where we conduct a large portion of our business; |
| · | changes in production capacities; |
| · | the nature and extent of future competition in our principal markets; |
| · | our ability to implement our capital expenditures program, including our ability to obtain financing when required; |
| · | changes in raw material and energy prices; |
| · | currency and interest rate fluctuations; |
| · | risks relating to the estimation of our reserves; |
| · | changes in quality standards or technology applications; |
| · | adverse legal, regulatory or labor disputes or proceedings; |
| · | changes in governmental regulations; and |
| · | additional factors discussed below under Item 3. Key Information—Risk Factors. |
| vi |
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not Applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not Applicable.
| ITEM 3. | KEY INFORMATION |
3.A. Selected Financial Data
The following table presents selected financial data as of December 31, 2015 and the previous four years. The selected financial data should be read in conjunction with the Consolidated Financial Statements and notes thereto, “Item 5. Operating and Financial Review and Prospects” and other financial information included herein.
| As of and for the year ended December 31, | ||||||||||||||||||||
(in millions of US$)(1) | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||
| Statement of income: | ||||||||||||||||||||
| Revenues | 1,728.3 | 2,014.2 | 2,203.1 | 2,429.2 | 2,145.3 | |||||||||||||||
| Cost of sales | (1,185.6 | ) | (1,431.2 | ) | (1,481.7 | ) | (1,400.6 | ) | (1,290.5 | ) | ||||||||||
| Gross profit | 542.7 | 583.0 | 721.5 | 1,028.6 | 854.8 | |||||||||||||||
| Other income (2) | 15.3 | 24.1 | 96.7 | 12.7 | 47.7 | |||||||||||||||
| Administrative expenses | (86.8 | ) | (96.5 | ) | (105.2 | ) | (106.4 | ) | (91.8 | ) | ||||||||||
| Other expenses (3)(4) | (106.4 | ) | (64.3 | ) | (49.4 | ) | (34.6 | ) | (63.0 | ) | ||||||||||
| Other gains (losses) | 3.8 | 4.4 | (11.4 | ) | 0.7 | 5.8 | ||||||||||||||
| Finance income | 11.6 | 16.1 | 12.7 | 29.1 | 23.2 | |||||||||||||||
| Finance expenses | (69.9 | ) | (63.4 | ) | (58.6 | ) | (54.1 | ) | (39.3 | ) | ||||||||||
| Equity income of associates and joint ventures accounted for using the equity method | 10.3 | 18.1 | 18.8 | 24.4 | 21.8 | |||||||||||||||
| Foreign currency exchange differences | (12.4 | ) | (16.5 | ) | (12.0 | ) | (26.8 | ) | (25.3 | ) | ||||||||||
| Income before income tax expense (3) | 308.3 | 405.0 | 613.1 | 873.5 | 733.8 | |||||||||||||||
| Income tax expense (5) | (83.8 | ) | (160.7 | ) | (138.5 | ) | (216.1 | ) | (179.7 | ) | ||||||||||
| Profit for the year (3)(5) | 224.5 | 244.3 | 474.6 | 657.4 | 554.1 | |||||||||||||||
| Profit attributable to: | ||||||||||||||||||||
| Controlling interests (3)(5) | 220.4 | 236.9 | 467.1 | 649.2 | 545.8 | |||||||||||||||
| Non-controlling interests | 4.2 | 7.4 | 7.5 | 8.2 | 8.4 | |||||||||||||||
| Profit for the year (3) (5) | 224.5 | 244.3 | 474.6 | 657.4 | 554.1 | |||||||||||||||
| Basic earnings per share(6) | 0.84 | 0.90 | 1.77 | 2.47 | 2.07 | |||||||||||||||
| Basic earnings per ADS(7)(8) | 0.84 | 0.90 | 1.77 | 2.47 | 2.07 | |||||||||||||||
| Dividends per share(8)(9)(10) | 0.47 | 1.42 | 1.04 | 1.25 | 1.04 | |||||||||||||||
| Dividends per ADS(9)(10)(11) | 0.47 | 1.42 | 1.04 | 1.25 | 1.04 | |||||||||||||||
| Weighted average(6)(7) shares outstanding (000s) | 263,197 | 263,197 | 263,197 | 263,197 | 263,197 | |||||||||||||||
| 1 |
| (1) | Except shares outstanding, dividend and net earnings per share and net earnings per ADS. |
| (2) | Other income for 2013 includes US$84 million for the sale of royalties for the Antucoya mining project. After taxes, this sale had a one-time effect of US$67 million on profit for the year. |
| (3) | Other expenses for 2014 includes provisions of approximately US$7 million corresponding to payments made in 2015 to the Chilean Internal Revenue Service (Servicio de Impuestos Internos or “SII”) for expenses that may not have qualified as tax expenses under the Chilean tax code. However, since such payments were made after March 3, 2015, the date on which the Company filed its statutory consolidated financial statements filed with the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros or “SVS”), such provisions were included in net income for the period ended December 31, 2015 for purposes of the Company’s statutory consolidated financial statements. For more information, see “Item 3D. Risk Factors—Risks Relating to our Business—We could be subject to numerous risks in the U.S. and Chile as a result of ongoing investigations by the SII and the Chilean Public Prosecutor (Ministerio Público) in relation to certain payments made by SQM between the tax years 2009 and 2015.” |
| (4) | Other expenses for 2015 includes a charge of US$57.7 million for depreciation and severance indemnities related to the restructuring of our Pedro de Valdivia operations. |
| (5) | In accordance with IAS 12, the effects generated by the change in the income tax rate approved by Law No. 20.780 on income and deferred taxes have been applied to the income statement. For purposes of the Company’s statutory consolidated financial statements filed with the SVS, in accordance with the instructions issued by the SVS in its circular 856 of October 17, 2014, the effects generated by the change in the income tax rate were accounted for as retained earnings. The amount charged to equity as of December 31, 2014 was US$52.3 million, thereby giving rise to a difference of US$52.3 million in profit and income tax expense in 2014 as presented in the Company’s Audited Consolidated Financial Statements compared with profit and income tax expense presented in the Company’s statutory consolidated financial statements filed with the SVS. The effects of subsequent changes in the income tax rate will be recognized in profit or loss for the period in the Company’s statutory consolidated financial statements in accordance with IAS 12. |
| (6) | The Company has not conducted any transaction that would give rise to a potential dilutive effect on its earnings per share in any of the indicated years. The total number of outstanding shares as of each period end is the same as the weighted average shares outstanding. |
| (7) | The calculation of earnings per ADSs and dividends per ADS for the years indicated is based on the ratio of 1:1. |
| (8) | Dividends per share are calculated based on 263,196,524 shares for each of the years indicated. |
| (9) | Dividends are paid from net income as determined in accordance with SVS regulations. See “Item 8.A. Dividend Policy.” For dividends in Ch$, see “Item 8.A. Dividend Policy—Dividends.” |
| (10) | Dividend amount paid per calendar year to shareholders of the Company. See “Item 8.A. Dividend Policy.” |
| (11) | Dividend amounts per share paid in Chilean pesos were Ch$316.06 in 2015, Ch$806.79 in 2014, Ch$536.16 in 2013, Ch$604.59 in 2012 and Ch$519.39 in 2011. |
| As of and for the year ended December 31, | ||||||||||||||||||||
| (in millions of US$) | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||
| Balance sheet data: | ||||||||||||||||||||
| Total assets | 4,643.8 | 4,663.7 | 4,767.6 | 4,416.4 | 3,871.6 | |||||||||||||||
| Total liabilities | 2,243.4 | 2,371.1 | 2,335.4 | 2,229.0 | 2,007.2 | |||||||||||||||
| Total equity | 2,400.4 | 2,292.5 | 2,432.2 | 2,187.4 | 1,864.4 | |||||||||||||||
| Equity attributable to controlling interests | 2,339.8 | 2,232.6 | 2,376.6 | 2,132.8 | 1,812.8 | |||||||||||||||
| Equity attributable to non-controlling interest | 60.6 | 59.9 | 55.6 | 54.7 | 51.5 | |||||||||||||||
| Capital stock | 477.4 | 477.4 | 477.4 | 477.4 | 477.4 | |||||||||||||||
| 2 |
EXCHANGE RATES
Chile has two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) in which we conduct our transactions, and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market comprises banks and other entities authorized by the Chilean Central Bank. The Informal Exchange Market comprises entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Chilean Central Bank is empowered to determine that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market.
Both the Formal Exchange Market and the Informal Exchange Market are driven by free market forces. Current regulations require that the Chilean Central Bank be informed of certain transactions and that these transactions be effected through the Formal Exchange Market.
The Observed Exchange Rate (dólar observado), which is reported by the Chilean Central Bank and published daily in the Chilean newspapers, is computed by taking the weighted average of the previous business day’s transactions on the Formal Exchange Market. The Chilean Central Bank has the power to intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range. During the past few years the Chilean Central Bank has intervened to attempt to maintain the Observed Exchange Rate within a certain range only under special circumstances. Although the Chilean Central Bank is not required to purchase or sell U.S. dollars at any specific exchange rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates as well.
The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “Informal Exchange Rate”). There are no limits imposed on the extent to which the Informal Exchange Rate can fluctuate above or below the Observed Exchange Rate. In recent years, the variations between the Observed Exchange Rate and the Informal Exchange Rate have not been significant.
The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.
The U.S. dollar is our functional currency. However, unless otherwise indicated, any amounts translated into U.S. dollars from Chilean pesos were translated using the Observed Exchange Rate for December 31, 2015, which was Ch$710.16 per US$1.00. As of March 28, 2016 the Observed Exchange Rate was US$1.00 per Ch$682.36.
| 3 |
| Observed Exchange Rate(1) | ||||||||||||||||
| (Ch$ per US$) | ||||||||||||||||
| Year | Low (1) | High (1) | Average (1)(2) | Year/Month End (3) | ||||||||||||
| 2011 | 455.91 | 533.74 | 483.57 | 519.20 | ||||||||||||
| 2012 | 469.65 | 519.69 | 486.59 | 479.96 | ||||||||||||
| 2013 | 466.50 | 533.95 | 495.18 | 524.61 | ||||||||||||
| 2014 | 527.53 | 621.41 | 570.34 | 606.75 | ||||||||||||
| 2015 | 597.10 | 715.66 | 654.66 | 710.16 | ||||||||||||
| Last six months | Low (1) | High (1) | Average (1)(2) | Year/Month End (3) | ||||||||||||
| 2015 | ||||||||||||||||
| November | 688.94 | 715.66 | 705.00 | 711.20 | ||||||||||||
| December | 693.72 | 711.52 | 704.19 | 710.16 | ||||||||||||
| 2016 | ||||||||||||||||
| January | 710.37 | 730.31 | 721.96 | 710.37 | ||||||||||||
| February | 689.18 | 715.41 | 703.31 | 794.17 | ||||||||||||
| March | 669.80 | 694.82 | 680.96 | 669.80 | ||||||||||||
| April (through April 15, 2016) | 666.60 | 682.45 | 674.37 | 666.60 | ||||||||||||
Source: Central Bank of Chile
| (1) | Reflects high and low rates on a day-to-day basis, for each period reported. |
| (2) | The monthly average rate is calculated on a day-to-day basis for each month reported. The yearly average rate is calculated on a month-to-month basis for each year reported. |
| (3) | Based on transactions observed during the last day of the period. |
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
Our operations are subject to certain risk factors that may affect SQM’s business, financial condition, cash flows, or results of operations. In addition to other information contained in this Annual Report on Form 20-F, you should carefully consider the risks described below. These risks are not the only ones we face. Additional risks not currently known to us or that are known but we currently believe are not significant may also affect our business operations. Our business, financial condition, cash flows or results of operations could be materially affected by any of these risks.
| 4 |
Risks Relating to our Business
We could be subject to numerous risks in the U.S. and Chile as a result of ongoing investigations by the Chilean Internal Revenue Service and the Chilean Public Prosecutor in relation to certain payments made by SQM between the tax years 2009 and 2015
The SII has been conducting investigations related to the payment of invoices by SQM and its subsidiaries, SQM Salar S.A. and SQM Industrial S.A., for services that may not have been properly supported or that may not have been necessary to generate corporate income. The Chilean Public Prosecutor is conducting related inquiries to determine whether such payments may be linked with alleged violations by SQM, these subsidiaries and public officials of political contribution or anti-corruption laws. The SII and the Chilean Public Prosecutor are also conducting similar investigations related to the payment of invoices by other Chilean companies that may not have been properly supported or that may not have been necessary to generate corporate income.
On February 26, 2015, SQM’s Board of Directors resolved to establish an ad-hoc committee of the Board of Directors (the “ad-hoc Committee”) authorized to conduct an internal investigation relating to the issues that were the subject of the SII and Public Prosecutor investigations and to retain such independent external advice as it deemed appropriate. The original members of the ad-hoc Committee were José María Eyzaguirre B., Juan Antonio Guzmán M. and Wolf von Appen B.
The ad-hoc Committee engaged its own lawyers from Chile and the U.S. and forensic accountants from the U.S. to assist with its internal review. The U.S. lawyers retained by the ad-hoc Committee were principally charged with reviewing the relevant facts and analyzing those facts against the requirements of the U.S. Foreign Corrupt Practices Act (“FCPA”). The factual findings of the ad-hoc Committee, however, were ultimately shared with Chilean as well as U.S. authorities.
On March 12, 2015, José María Eyzaguirre B. resigned from the ad-hoc Committee and his position was subsequently filled by Hernán Büchi B.
On March 16, 2015, the Board of Directors decided to terminate the employment contract of the Company’s then- CEO, Patricio Contesse G. This followed his failure to cooperate with the ad-hoc Committee’s investigation.
On March 17, 2015, three members of the Board of Directors resigned, all of whom had been nominated by Potash Corporation of Saskatchewan Inc. (“PCS”), one of SQM’s two principal shareholder groups. PCS issued a press release stating that the directors resigned because of their concern that they could not ensure that the Company was conducting an appropriate investigation and collaborating effectively with the Public Prosecutor.
On March 20, 2015, the Company identified to the SII approximately US$11 million in payments of invoices that may not have been properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. These payments originated from the office of the former CEO, Patricio Contesse G., during the six-year tax period from 2009 to 2014. As a result, the Company subsequently submitted amendments to its tax returns for the 2009 to 2014 tax years and thereafter paid taxes and interest relating to such amended returns totaling approximately US$7 million. On April 24, 2015, the Company announced that it had identified up to an additional US$2 million in payments by its subsidiary SQM Salar S.A. during the same six-year tax period that were also authorized by the former CEO and that may be deemed not properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. Subsequently, SQM Salar S.A. filed amended tax returns and paid taxes and interest relating to such amended returns totaling approximately US$1.2 million. On August 14, 2015, the Company announced that it had identified to the SII approximately US$1.6 million in additional payments by SQM S.A. and its subsidiary SQM Industrial S.A. that may be deemed not properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. SQM S.A. and SQM Industrial S.A. subsequently filed amended tax returns and, in early 2016, SQM Industrial S.A. paid taxes and interest relating to such amended returns totaling approximately US$0.3 million, and SQM S.A. paid taxes and interest relating to such amended returns totaling approximately US$1.3 million. The statute of limitations under Chilean law for tax claims is up to six years, during which period the former CEO had an annual discretionary budget covering the Company and its subsidiaries of approximately US$6 million.
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On March 23, 2015, the SII, based on the Income Tax Law (Ley de Impuesto a La Renta), filed a criminal claim against the Company’s former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives relating to part of the payments referred to above. This and subsequent related similar claims filed by the SII against these officers and third parties are currently under review by the Public Prosecutor.
On March 31, 2015, the SVS filed an administrative claim against five current or former members of the Board of Directors, alleging that they did not release information in a timely manner relating to the payments that are subject to the tax claim referred to above. On September 30, 2015, the SVS proceeded to fine the three current and the two former members of the Board of Directors UF1,000 each (approximately US$36,000). They are currently appealing this decision to the Chilean courts.
On April 24, 2015, new members were elected to the Board of Directors at the Annual General Shareholders’ Meeting, including three new members that were nominated by PCS, and the ad-hoc Committee was subsequently reconstituted by Board of Directors members Robert A. Kirkpatrick, Wolf von Appen B. and Edward J. Waitzer.
On April 30, 2015, the Public Prosecutor, after reviewing the claims filed by the SII, informed the Company’s former CEO that it was formally investigating allegations that he approved the payment of invoices that may not be properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code and in connection therewith made intentionally false or incomplete declarations or used fraudulent procedures designed to conceal or disguise the true amount of transactions or to circumvent taxes. If he is finally adjudicated responsible, the Company may also be subject to the payment of a fine by the Chilean Criminal Court totaling 50% to 300% of the taxes paid. The Company estimates that no provision is needed at this stage.
On May 11, 2015, the SII filed an additional criminal claim against the former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives alleging violations of the Chilean Inheritance and Donations Law (Ley sobre Impuesto a Las Herencias, Asignaciones y Donaciones). The claim states that the Company paid two invoices in 2009 and 2010 totaling approximately US$175,000 that are alleged to have been improperly supported. The claim states that these payments should have been classified as donations, and appropriate taxes should have been paid. These payments were accounted for in the amended tax returns filed with the SII. Subsequently, the SII filed a number of additional claims against these officers and third parties alleging violations of Chilean tax law and the Chilean Inheritance and Donations Law. The most recent of these criminal claims was filed by the SII on March 9, 2016. All of these claims are under review by the Public Prosecutor.
On June 17, 2015, Oscar Gajardo S., a minority shareholder of SQM, filed a lawsuit against each member of the Company’s Board of Directors serving at the time of the matters giving rise to the claim, as well as against certain members of its management, alleging that campaign contributions regulated by Chilean law and the Chilean Electoral Service that were made by the Company with Board approval additionally required shareholder approval. The plaintiff filed similar lawsuits against a number of other Chilean companies and their management. These claims are under review by the Public Prosecutor.
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On July 31, 2015, the deputy of the Tarapacá region of Chile, Hugo Gutiérrez G., filed a lawsuit against the Company, broadly alleging violations of the anti-corruption and money laundering provisions of Law No. 20,393 on Criminal Liability of Legal Entities. Potential sanctions under this law could include (i) fines, (ii) loss of certain governmental benefits during a given period, (iii) a temporary or permanent bar against the Company executing contracts with governmental entities, and (iv) dissolution of the Company. This claim is under review by the Public Prosecutor.
On September 29, 2015, the Company was notified of a labor lawsuit by its former CEO, Patricio Contesse, claiming payment from the Company related to the termination of his employment contract. The total amount claimed in the lawsuit is approximately Ch$4.0 billion (approximately US$5.7 million), including severance payments for years of service and other legal or contractual payments. The Company has not paid any indemnities to the former CEO, and the lawsuit is pending in the Chilean courts. The Company estimates that no provision is needed at this stage.
On October 14, 2015, two class action complaints then pending against the Company, our former CEO and current CEO and CFO, alleging violations of the U.S. securities laws in connection with the subject matter of the investigations described above, were consolidated into a single action in the United States District Court for the Southern District of New York. On November, 13, 2015, our former CEO and current CEO and CFO were voluntarily dismissed from the case without prejudice. On January 15, 2016, the lead plaintiff filed a consolidated class action complaint exclusively against the Company. For more information on the consolidated class action, see “Item 8.A.7 Legal Proceedings.”
On December 15, 2015, the ad-hoc Committee presented its findings to the Board of Directors. In addition to presenting a discussion of the facts surrounding the payments at issue, the ad-hoc Committee concluded that, for purposes of the U.S. Foreign Corrupt Practices Act:
| (a) | payments were identified that had been authorized by SQM's former CEO for which the Company did not find sufficient supporting documentation; |
| (b) | no evidence was identified that demonstrated that the payments were made in order to induce a public official to act or refrain from acting in order to assist SQM in obtaining economic benefits; |
| (c) | regarding the cost center managed by SQM's former CEO, it was concluded that the Company's books did not accurately reflect transactions that have been questioned, notwithstanding the fact that, based on the amounts involved, these transactions were deemed quantitatively immaterial in comparison to SQM's equity, revenues, expenses or earnings within the reported period; and |
| (d) | SQM's internal controls were not sufficient to supervise the expenses made by the cost center managed by SQM's former CEO and that the Company trusted Patricio Contesse G. to make proper use of the resources. |
Following the presentation by the ad-hoc Committee of its findings to the Board of Directors, the Company voluntarily shared the findings of the ad-hoc Committee investigation with authorities in Chile and the U.S. (including the SEC and the U.S. Department of Justice (“DOJ”)), and it has cooperated with requests for additional documents and information from these authorities regarding the internal investigation discussed above.
In both Chile and the U.S., the authorities’ review of the questioned payments is ongoing. We are unable to predict the duration, scope, or results of this review, or how it may affect our business, financial condition, cash flows, results of operations and the prices of our securities. There can be no assurance that the authorities will agree with the conclusions of the ad-hoc Committee or that the authorities will not conclude that a violation of applicable law has occurred. There can be no assurance that authorities in Chile or the U.S. will not undertake a broader investigation or seek to commence additional litigation against the Company.
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Responding to our regulators’ inquiries and any future civil, criminal or regulatory inquiries or proceedings diverts our management’s attention from day-to-day operations. Additionally, expenses that may arise from responding to such inquiries or proceedings, our review of responsive materials, any related litigation or other associated activities may continue to be significant. Current and former employees, officers and directors may seek indemnification, advancement or reimbursement of expenses from us, including attorneys’ fees, with respect to the current inquiry or future proceedings related to this matter. If, as a result of further investigations, it is determined that our financial statements were materially incorrect, we could be required to restate financial information for prior reporting periods. Chilean authorities, the SEC and the DOJ could impose a range of sanctions, including, but not limited to fines and civil, criminal penalties or, in the case of Chilean authorities, the sanctions discussed above under Law No. 20,393. The occurrence of any of the foregoing could materially and adversely affect our business, financial condition, cash flows, results of operations and the prices of our securities.
For more information, see “Item 8.A.7 Legal Proceedings.”
An arbitration proceeding under the Lease Agreement for the Salar de Atacama, if determined adversely to us, would materially adversely affect our business and operations
Our subsidiary SQM Salar S.A. (“SQM Salar”) holds exclusive and temporary exploitation rights to mineral resources in 81,920 hectares in the Salar de Atacama pursuant to a 1993 lease agreement over mining exploitation concessions between SQM Salar and Corfo, a Chilean government entity (the “Lease Agreement”). The mining exploitation concessions related to such rights are owned by Corfo and leased to SQM Salar in exchange for quarterly lease payments to Corfo based on specified percentages associated to the value of the products resulting from the minerals extracted from such concessions. For the year ended December 31, 2015, revenue related to products originating from the Salar de Atacama represented 38% of our consolidated revenues, which corresponded to revenues from our potassium product line and our lithium and derivatives product line for the period. All of our products originating from the Salar de Atacama are derived from our extraction operations under the Lease Agreement.
In May 2014, Corfo initiated an arbitration proceeding against SQM Salar alleging (i) SQM Salar had incorrectly applied the formulas to determine lease payments resulting in an underpayment to Corfo of at least US$8.9 million for 2009 through 2013 and (ii) SQM Salar had not complied with its obligation to protect the mining rights of Corfo by failing to construct or replace markers to delineate property lines. Based on the alleged breaches of the Lease Agreement, Corfo sought (i) at least US$8.9 million plus any other amount that may be due in respect of periods after 2013, (ii) early termination of the Lease Agreement, (iii) lease payments that would have been paid through 2030 as compensation for the early termination of the Lease Agreement and (iv) punitive damages (daño moral) equal to 30% of the contractual damages awarded. SQM Salar contested the claim, asserting that both parties have applied mutually agreed formulas for the calculation and payment of lease payments for more than 20 years without conflict, in accordance with the terms of the Lease Agreement and their mutual understanding of the agreements by the parties during the term of the Lease Agreement. SQM Salar also asserted that the alleged breaches would be technical breaches and that Corfo may terminate the Lease Agreement solely for a material breach. SQM Salar in consultation with external counsel believes that it is likely it will prevail in the arbitration proceeding. However, an adverse ruling awarding damages sought by Corfo or permitting early termination of the Lease Agreement would have a material adverse effect on our business, financial condition, cash flows, results of operations and share price. We cannot assure you that Corfo will not use this arbitration proceeding to seek to renegotiate the terms of the Lease Agreement in a manner that is not favorable to SQM Salar. In addition, we cannot assure you that Corfo will not take other actions in the future in relation to the Lease Agreement that are contrary to our interests.
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Our market reputation, commercial dealings or the price of our securities could be adversely affected by the negative outcome of certain proceedings against certain former members of our Board and certain other named defendants
On September 10, 2013, the SVS issued a press release disclosing it had instituted certain administrative proceedings (the “Cascading Companies Proceedings”) against (i) Julio Ponce Lerou (who was the Chairman of the Board and a director of the Company until April 24, 2015), (ii) Patricio Contesse Fica, who was a director of the Company until April 24, 2015 and is the son of Patricio Contesse González (who was the Company’s CEO until March 16, 2015), and (iii) other named defendants. The Company has been informed that Mr. Ponce and persons related to him beneficially owned 29.97% of SQM’s total shares as of December 31, 2015. See “Item 6.E. Share Ownership.” The SVS alleged breaches of Chilean corporate and securities laws in connection with acts performed by entities with direct or indirect share ownership interests in SQM (the “Cascading Companies”). The allegations made in connection with the Cascading Companies Proceedings do not relate to the Company’s operations, nor do they relate to any acts or omissions of the Company or any of its directors, officers or employees in their capacities as such.
In connection with the Cascading Companies Proceedings, the SVS alleged the existence of a scheme involving the named defendants whereby, through a number of transactions occurring between 2009 and 2011, the Cascading Companies allegedly sold securities of various companies, including securities of SQM, at below-market prices to companies related to Mr. Ponce and other named defendants. These companies allegedly subsequently sold such securities after a lapse of time, in most cases back to the Cascading Companies, at prices higher than the purchase price. The SVS alleged violations by the defendants of a number of Chilean corporate and securities laws in furtherance of the alleged scheme.
On January 31, 2014, the SVS added a number of Chilean financial institutions and asset managers, and certain of their controlling persons, executives or other principals, as named defendants to the Cascading Companies Proceedings. On September 2, 2014, the SVS issued a decision imposing an aggregate fine against all of the defendants of UF 4.0 million (approximately US$144.7 million as of December 31, 2015), including a fine against Mr. Ponce of UF 1.7 million (approximately US$61.4 million as of December 31, 2015) and a fine against Mr. Contesse Fica of UF 60,000 (approximately US$2.2 million as of December 31, 2015). The defendants are currently challenging the SVS administrative decision before a Chilean Civil Court.
The High Complexity Crimes Unit (Unidad de Delitos de Alta Complejidad) of the Metropolitan District Central Northern Attorney’s Office (Fiscalía Metropolitana Centro Norte) is also investigating various criminal complaints filed against various parties to the Cascading Companies Proceedings. The SII requested payment of taxes by the Cascading Companies, and the Cascading Companies filed a complaint with the tax courts.
If, for any reason, the Company is unable to differentiate itself from the named defendants, such failure could have a material adverse effect on the Company’s market reputation and commercial dealings. Furthermore, we cannot assure you that a non-appealable ruling in connection with the Cascading Companies Proceedings or the investigations of the High Complexity Crimes Unit or the SII that is adverse to Mr. Ponce or Mr. Contesse Fica will not have a material adverse effect on our market reputation, commercial dealings and the price of our securities, or that the Cascading Companies will not sell shares of the Company or vote to increase the dividends we pay to our shareholders.
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We identified a material weakness in our internal controls over payments directed by the office of the former Chief Executive Officer
In connection with the preparation of our financial statements as of and for the year ended December 31, 2014, and in accordance with Public Company Accounting Oversight Board standards as required by the SEC, our management assessed the effectiveness of its internal control over financial reporting as of December 31, 2014. The assessment was based on criteria established in the framework “Internal Controls — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management determined that the Company did not maintain effective control over payments directed by the office of the former CEO as of December 31, 2014. This determination was reported in our annual report for the year ended December 31, 2014 on Form 20-F, filed with the SEC on May 18, 2015.
We believe we have taken the necessary steps to remediate the identified material weakness and enhance our internal controls. Accordingly, our management has concluded that, as of December 31, 2015, the Company’s internal control over financial reporting was effective. See “Item 15. Controls and Procedures—Disclosure Control and Procedures.”
Any failure to maintain effective internal control over financial reporting could (i) result in a material misstatement in our financial reporting or financial statements that would not be prevented or detected, (ii) cause us to fail to meet our reporting obligations under applicable securities laws or (iii) cause investors to lose confidence in our financial reporting or financial statements, the occurrence of any of which could materially and adversely affect our business, financial condition, cash flows, results of operations and the prices of our securities.
Volatility of world fertilizer and chemical prices and changes in production capacities could affect our business, financial condition and results of operations
The prices of our products are determined principally by world prices, which, in some cases, have been subject to substantial volatility in recent years. World fertilizer and chemical prices vary depending upon the relationship between supply and demand at any given time. Supply and demand dynamics for our products are tied to a certain extent to global economic cycles, and have been impacted by circumstances related to such cycles. Furthermore, the supply of certain fertilizers or chemical products, including certain products that we provide, varies principally depending on the production of the major producers, (including us) and their respective business strategies.
Since 2008, world prices of potassium-based fertilizers (including some of our specialty plant nutrients and potassium chloride) have fluctuated as a result of the broader global economic and financial conditions. Although prices of potassium-based fertilizers stabilized in 2009 after the conclusion of important contract negotiations between major producers and buyers, during the second half of 2013, potassium prices declined as a result of an unexpected announcement made by the Russian company OAO Uralkali (“Uralkali”) that it was terminating its participation in Belarus Potash Corporation (“BPC”). As a result of the termination of Uralkali’s participation in BPC, there was increased price competition in the market. In addition, in 2014 and 2015, we observed lower pricing of contracts between Chinese purchasers and major potash producers, which increased volatility in the price of fertilizers. The average price for our potassium chloride and potassium sulfate business line was approximately 8% lower in 2015 compared to 2014. In addition, our sales volumes for this business line were approximately 20% lower in 2015 compared to 2014, as a result of shipping and production delays during the first half of the year. We cannot assure you that potassium-based fertilizer prices and sales volumes will not decline in the future.
Iodine prices followed an upward trend beginning at the end of 2008 and continuing through 2012, reaching an average price of approximately US$53 per kilogram in 2012, over 40% higher than average prices in 2011. During the following years, supply growth outpaced demand growth, causing a decline in iodine prices. We obtained an average price for iodine of approximately US$28 per kilogram in 2015, approximately 26% less than average prices obtained in 2014. We cannot assure you that iodine prices or sales volumes will not continue to decline in the future.
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As a result of events in global markets during 2009, demand for lithium carbonate declined, causing a decrease in lithium prices and sales volumes. In September 2009, we announced a 20% reduction in lithium carbonate and lithium hydroxide prices as a means of stimulating demand. As a result, in 2010 we observed demand recovery in the lithium carbonate market, and this upward trend has continued over the last few years, driven mostly by an increase in demand related to battery use. In 2015, demand growth was accompanied by an increase in supply that was lower than expected, and as a result, average prices for this business line increased approximately 10% compared to 2014. We cannot assure you that lithium prices and sales volumes will not decline in the future.
We expect that prices for the products we manufacture will continue to be influenced, among other things, by worldwide supply and demand and the business strategies of major producers. Some of the major producers (including us) have increased or have the ability to increase production. As a result, the prices of our products may be subject to substantial volatility. High volatility or a substantial decline in the prices or sales volumes of one or more of our products could have a material adverse effect on our business, financial condition and results of operations.
Our sales to emerging markets and expansion strategy expose us to risks related to economic conditions and trends in those countries
We sell our products in more than 100 countries around the world. In 2015, approximately 56% of our sales were made in emerging market countries: 26% in Latin America (excluding Chile); 8% in Africa and the Middle East (excluding Israel); 11% in Chile and 11% in Asia and Oceania (excluding Australia, Japan, New Zealand, South Korea and Singapore). We expect to expand our sales in these and other emerging markets in the future. In addition, we may carry out acquisitions or joint ventures in jurisdictions in which we currently do not operate, relating to any of our businesses or to new businesses in which we believe we may have sustainable competitive advantages. The results of our operations and our prospects in other countries in which we establish operations will depend, in part, on the general level of political stability and economic activity and policies in those countries. Future developments in the political systems or economies of these countries or the implementation of future governmental policies in those countries, including the imposition of withholding and other taxes, restrictions on the payment of dividends or repatriation of capital, the imposition of import duties or other restrictions, the imposition of new environmental regulations or price controls or changes in relevant laws or regulations, could have a material adverse effect on our business, financial condition and results of operations in those countries.
Our inventory levels may increase for economic or operational reasons
In general, economic conditions or operational factors can affect our inventory levels. At the end of 2015, our inventory levels were relatively high compared to prior years. Higher inventories carry a financial risk due to increased need for cash to fund working capital and could imply increased risk of loss of product. We cannot assure you that inventory levels will not continue to remain high or increase further in the future. These factors could have a material adverse effect on our business, financial condition and results of operations.
Our level of and exposure to unrecoverable accounts receivable may significantly increase
Potentially negative effects of global economic conditions on the financial condition of our customers may include the extension of the payment terms of our accounts receivable and may increase our exposure to bad debt. While we have implemented certain safeguards, such as using credit insurance, letters of credit and prepayment for a portion of sales, to minimize this risk, the increase in our accounts receivable coupled with the financial condition of customers may result in losses that could have a material adverse effect on our business, financial condition and results of operations.
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New production of iodine or lithium carbonate from current or new competitors in the markets in which we operate could adversely affect prices
In recent years, new and existing competitors have increased the supply of iodine and lithium carbonate, which has affected prices for both products. Further production increases could negatively impact prices. There is limited information on the status of new iodine or lithium carbonate production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market prices and our market share, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.
We have a capital expenditure program that is subject to significant risks and uncertainties
Our business is capital intensive. Specifically, the exploration and exploitation of reserves, mining and processing costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. We must continue to invest capital to maintain or to increase our exploitation levels and the amount of finished products we produce.
In addition, we require environmental permits for our new projects. Obtaining permits in certain cases may cause significant delays in the execution and implementation of new projects and, consequently, may require us to reassess the related risks and economic incentives. We cannot assure you that we will be able to maintain our production levels or generate sufficient cash flow, or that we will have access to sufficient investments, loans or other financing alternatives, to continue our activities at or above present levels, or that we will be able to implement our projects or receive the necessary permits required for them in time. Any or all of these factors may have a material adverse effect on our business, financial condition and results of operations.
High raw materials and energy prices could increase our production costs and cost of sales, and energy may become unavailable at any price
We rely on certain raw materials and various energy sources (diesel, electricity, liquefied natural gas, fuel oil and others) to manufacture our products. Purchases of energy and raw materials we do not produce constitute an important part of our cost of sales, approximately 19% in 2015. In addition, we may not be able to obtain energy at any price if supplies are curtailed or otherwise become unavailable. To the extent we are unable to pass on increases in the prices of energy and raw materials to our customers or we are unable to obtain energy, our business, financial condition and results of operations could be materially adversely affected.
Our reserves estimates could be subject to significant changes
Our caliche ore mining reserves estimates are prepared by our own geologists and were most recently validated in January 2016 by Mrs. Marta Aguilera and Mr. Orlando Rojas. Mrs. Aguilera is a geologist with over 20 years of experience in the field. She is currently employed by SQM as Manager of Geology and Mining Development. Mrs. Aguilera is a Competent Person (Persona Competente), as that term is defined under Chilean Law No. 20,235, known as the Law that Regulates the Position of Competent Person and Creates the Qualifying Committee for Competencies in Mining Resources and Reserves (Ley que Regula la Figura de las Personas Competentes y Crea la Comisión Calificadora de Competencias de Recursos y Reservas Mineras or “Competent Person Law”), and she is registered under No. 163 in the Public Registry of Competent Persons in Mining Resources and Reserves in accordance with such law and related regulations. Mr. Orlando Rojas is a civil mining engineer and independent consultant. He is Partner and Chief Executive Officer of the company EMI-Ingenieros y Consultores S.A., whose offices are located at Renato Sánchez No. 3357, Las Condes, Santiago, Chile. He is a member of the Institute of Mining Engineers and is registered under No. 118 in the Public Registry of Competent Persons in Mining Resources and Reserves in accordance with the Competent Person Law and related regulations. He has worked as a mining engineer for 38 years since graduating from university, including more than 32 years working on estimates for reserves and resources.
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Our Salar de Atacama brine mining reserve estimates are prepared by our own hydrogeologists and geologists and were most recently validated in March 2016 by Mr. Álvaro Henríquez and Mr. Orlando Rojas. Mr. Henríquez is a geologist with more than ten years of experience in the field of hydrogeology. He is currently employed by SQM as Superintendent of Geology, in the Salar Hydrogeology department. He is a Competent Person and is registered under No. 226 in the Public Registry of Competent Persons in Mining Resources and Reserves, in accordance with the Competent Person Law and related regulations. As a hydrogeologist, he has evaluated multiple brine-based projects and has experience evaluating resources and reserves.
Estimation methods involve numerous uncertainties as to the quantity and quality of the reserves, and reserve estimates could change upwards or downwards. In addition, our reserve estimates are not subject to review by external geologists or an external auditing firm. A downward change in the quantity and/or quality of our reserves could affect future volumes and costs of production and therefore have a material adverse effect on our business, financial condition and results of operations.
Quality standards in markets in which we sell our products could become stricter over time
In the markets in which we do business, customers may impose quality standards on our products and/or governments may enact stricter regulations for the distribution and/or use of our products. As a result, if we cannot meet such new standards or regulations, we may not be able to sell our products. In addition, our cost of production may increase in order to meet any such newly imposed or enacted standards or regulations. Failure to sell our products in one or more markets or to important customers could materially adversely affect our business, financial condition and results of operations.
Chemical and physical properties of our products could adversely affect their commercialization
Since our products are derived from natural resources, they contain inorganic impurities that may not meet certain customer or government standards. As a result, we may not be able to sell our products if we cannot meet such requirements. In addition, our cost of production may increase in order to meet such standards. Failure to meet such standards could materially adversely affect our business, financial condition and results of operations if we are unable to sell our products in one or more markets or to important customers in such markets.
Our business is subject to many operating and other risks for which we may not be fully covered under our insurance policies
Our facilities and business operations in Chile and abroad are insured against losses, damage or other risks by insurance policies that are standard for the industry and that would reasonably be expected to be sufficient by prudent and experienced persons engaged in businesses similar to ours.
We may be subject to certain events that may not be covered under our insurance policies, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, as a result of major earthquakes and unexpected rains and flooding in Chile, as well as other natural disasters worldwide, conditions in the insurance market have changed and may continue to change in the future, and as a result, we may face higher premiums and reduced coverage, which could have a material adverse effect on our business, financial condition and results of operations.
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Changes in technology or other developments could result in preferences for substitute products
Our products, particularly iodine, lithium and their derivatives, are preferred raw materials for certain industrial applications, such as rechargeable batteries and LCDs. Changes in technology, the development of substitute raw materials or other developments could adversely affect demand for these and other products which we produce. In addition, other alternatives to our products may become more economically attractive as global commodity prices shift. Any of these events could have a material adverse effect on our business, financial condition and results of operations.
We are exposed to labor strikes and labor liabilities that could impact our production levels and costs
Over 95% of our employees are employed in Chile, of which approximately 65% were represented by 24 labor unions as of December 31, 2015. As in previous years, during 2015, we renegotiated collective labor contracts with individual unions one year before the expiration of such contracts. The next cycle of negotiations began in January 2016. Collective labor contracts with 19 unions representing 78% of unionized workers expire in 2017. Collective labor contracts with three unions representing 15% of unionized workers expire in 2018. The collective labor contracts with two unions representing 7% of unionized workers expire in 2019. We are exposed to labor strikes and illegal work stoppages that could impact our production levels. If a strike or illegal work stoppage occurs and continues for a sustained period of time, we could be faced with increased costs and even disruption in our product flow that could have a material adverse effect on our business, financial condition and results of operations.
Chilean Law No. 20,123, known as the Subcontracting Law, provides that when a serious workplace accident occurs, the company in charge of the workplace must halt work at the site where the accident took place until authorities from either the National Geology and Mining Service (Servicio Nacional de Geología y Minería or “Sernageomin”), the Labor Board (Dirección del Trabajo or “Labor Board”), or the National Health Service (Servicio Nacional de Salud), inspect the site and prescribe the measures such company must take to minimize the risk of similar accidents taking place in the future. Work may not be resumed until the respective company has taken the prescribed measures, and the period of time before work may be resumed may last for a number of hours, days, or longer. The effects of this law could have a material adverse effect on our business, financial condition and results of operations.
On December 29, 2014, the Government of Chile sent the Chilean Congress a bill introducing modifications to the Labor Code in relation to collective rights. The objective of the bill is to implement a labor relations system that gives more power to unions. This bill could undergo modifications after being discussed by the parliament during 2016. Therefore, we are not able to predict the potential effects of such bill on the Company.
Lawsuits and arbitrations could adversely impact us
We are party to a range of lawsuits and arbitrations involving different matters as described in Note 19.1 of our Consolidated Financial Statements and “Item 8.A. Legal Proceedings”. Although we intend to defend our positions vigorously, our defense of these actions may not be successful. Adverse judgments or settlements in these lawsuits may have a material adverse effect on our business, financial condition and results of operations. In addition, our strategy of being a world leader includes entering into commercial and production alliances, joint ventures and acquisitions to improve our global competitive position. As these operations increase in complexity and are carried out in different jurisdictions, we might be subject to legal proceedings that, if settled against us, could have a material adverse effect on our business, financial condition and results of operations.
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In 2009, the Chilean labor code (Código del Trabajo or “Labor Code”) established new procedures for labor matters which include oral trials conducted by specialized judges. The information available indicates that the majority of these oral trials have found in favor of the employee. These new procedures have increased the probability of adverse judgments in labor lawsuits that could have a material adverse effect on our business, financial condition and results of operations.
We have operations in multiple jurisdictions with differing regulatory, tax and other regimes
We operate in multiple jurisdictions with complex regulatory environments that are subject to different interpretations by companies and respective governmental authorities. These jurisdictions may have different tax codes, environmental regulations, labor codes and legal framework, which adds complexity to our compliance with these regulations. Any failure to comply with such regulations could have a material adverse effect on our business, financial condition and results of operations.
Environmental laws and regulations could expose us to higher costs, liabilities, claims and failure to meet current and future production targets
Our operations in Chile are subject to national and local regulations relating to environmental protection. In accordance with such regulations, we are required to conduct environmental impact studies or statements before we conduct any new projects or activities or significant modifications of existing projects that could impact the environment or the health of people in the surrounding areas. We are also required to obtain an environmental license for certain projects and activities. The Environmental Evaluation Service (Servicio de Evaluación Ambiental or “Environmental Evaluation Service”) evaluates environmental impact studies submitted for its approval. The public, government agencies or local authorities may review and challenge projects that may adversely affect the environment, either before these projects are executed or once they are operating, if they fail to comply with applicable regulations. In order to ensure compliance with environmental regulations, Chilean authorities may impose fines up to approximately US$9 million per infraction, revoke environmental permits or temporarily or permanently close facilities, among other enforcement measures.
Chilean environmental regulations have become increasingly stringent in recent years, both with respect to the approval of new projects and in connection with the implementation and development of projects already approved, and we believe that this trend is likely to continue. Given public interest in environmental enforcement matters, these regulations or their application may also be subject to political considerations that are beyond our control.
We regularly monitor the impact of our operations on the environment and on the health of people in the surrounding areas and have, from time to time, made modifications to our facilities to minimize any adverse impact. Future developments in the creation or implementation of environmental requirements or their interpretation could result in substantially increased capital, operation or compliance costs or otherwise adversely affect our business, financial condition and results of operations.
The success of our current investments at the Salar de Atacama and Nueva Victoria is dependent on the behavior of the ecosystem variables being monitored over time. If the behavior of these variables in future years does not meet environmental requirements, our operation may be subject to important restrictions by the authorities on the maximum allowable amounts of brine and water extraction.
Our future development depends on our ability to sustain future production levels, which requires additional investments and the submission of the corresponding environmental impact studies or statements. If we fail to obtain approval or required environmental licenses, our ability to maintain production at specified levels will be seriously impaired, thus having a material adverse effect on our business, financial condition and results of operations.
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In addition, our worldwide operations are subject to international and other local environmental regulations. Since environmental laws and regulations in the different jurisdictions in which we operate may change, we cannot guarantee that future environmental laws, or changes to existing environmental laws, will not materially adversely impact our business, financial condition and results of operations.
Our water supply could be affected by geological changes or climate change
Our access to water may be impacted by changes in geology, climate change or other natural factors, such as wells drying up or reductions in the amount of water available in the wells or rivers from which we obtain water, that we cannot control. Any such change may have a material adverse effect on our business, financial condition and results of operations.
Any loss of key personnel may materially and adversely affect our business
Our success depends in large part on the skills, experience and efforts of our senior management team and other key personnel. The loss of the services of key members of our senior management or employees with critical skills could have a negative effect on our business, financial condition and results of operations. If we are not able to attract or retain highly skilled, talented and qualified senior managers or other key personnel, our ability to fully implement our business objectives may be materially and adversely affected.
Risks Relating to Financial Markets
Currency fluctuations may have a negative effect on our financial performance
We transact a significant portion of our business in U.S. dollars, and the U.S. dollar is the currency of the primary economic environment in which we operate. In addition, the U.S. dollar is our functional currency for financial statement reporting purposes. A significant portion of our costs, however, is related to the Chilean peso. Therefore, an increase or decrease in the exchange rate between the Chilean peso and the U.S. dollar would affect our costs of production. The Chilean peso has been subject to large devaluations and revaluations in the past and may be subject to significant fluctuations in the future. As of December 31, 2015, the Chilean peso exchange rate was Ch$710.16 per U.S. dollar, while as of December 31, 2014, the Chilean peso exchange rate was Ch$606.75 per U.S. dollar. The Chilean peso therefore depreciated against the U.S. dollar by 17% in 2015. As of April 15, 2016, the Observed Exchange Rate was Ch$666.60 per U.S. dollar.
As an international company operating in several other countries, we also transact business and have assets and liabilities in other non-U.S. dollar currencies, such as, among others, the euro, the South African rand, the Mexican peso, the Chinese yuan, the Thai baht and the Brazilian real. As a result, fluctuations in the exchange rates of such foreign currencies to the U.S. dollar may have a material adverse effect on our business, financial condition and results of operations.
Interest rate fluctuations may have a material impact on our financial performance
We have outstanding short and long-term debt that bears interest based on LIBOR, plus a spread. Since we are currently hedging only a portion of these liabilities into fixed rates, we are exposed to interest rate risk relating to LIBOR fluctuations. As of December 31, 2015, approximately 15% our financial debt had LIBOR-based pricing that was not hedged into fixed rates. A relative increase in the rate could materially impact our business, financial condition and results of operations.
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Risks Relating to Chile
As we are a company based in Chile, we are exposed to Chilean political risks
Our business, results of operations, financial condition and prospects could be affected by changes in policies of the Chilean government, other political developments in or affecting Chile, legal changes in the standards or administrative practices of Chilean authorities or the interpretation of such standards and practices, over which we have no control.
Changes in regulations regarding, or any revocation or suspension of our concessions could negatively affect our business
Any changes to regulations to which we are subject or adverse changes to our concession rights, or a revocation or suspension of our concessions, could have a material adverse effect on our business, financial condition and results of operations.
Changes in mining or port concessions could affect our operating costs
We conduct our mining operations, including brine extraction, under exploitation and exploration concessions granted in accordance with provisions of the Chilean constitution and related laws and statutes. Our exploitation concessions essentially grant a perpetual right (with the exception of the Salar de Atacama rights, which have been leased to us until 2030) to conduct mining operations in the areas covered by the concessions, provided that we pay annual concession fees. Our exploration concessions permit us to explore for mineral resources on the land covered thereby for a specified period of time and to subsequently request a corresponding exploitation concession. Our subsidiary SQM Salar, as leaseholder, holds exclusive and temporary rights over the mineral resources in an area covering approximately 140,000 hectares of land in the Salar de Atacama in northern Chile, of which SQM Salar is entitled to exploit the mineral resources of 81,920 hectares. These rights are owned by Corfo and leased to SQM Salar pursuant to the Lease Agreement between Corfo and SQM Salar. Corfo may not unilaterally modify the Lease Agreement, and the rights to exploit the mineral substances cannot be transferred. The Lease Agreement establishes that SQM Salar is responsible for making quarterly lease payments to Corfo, maintaining Corfo’s rights over the mining exploitation concessions, and making annual payments to the Chilean government for such concession rights. The Lease Agreement expires on December 31, 2030. Furthermore, under the regulations of the Chilean Nuclear and Energy Commission (Comisión Chilena de Energía Nuclear or “CCHEN”), we are limited to 180,100 tons of total lithium (958,672 tons of lithium carbonate equivalent) extraction in the aggregate for all periods. We are over halfway through the term of the Lease Agreement and have extracted approximately 55% of the total accumulated extraction limit of lithium. There can be no assurance that we will not reach the lithium extraction limit prior to the term of the lease agreement. In addition, we cannot assure you that Corfo will not take other actions in the future in respect of the Lease Agreement that are contrary to our interests. See “—Risks Relating to our Business—An arbitration proceeding under the Lease Agreement for the Salar de Atacama, if determined adversely to us, would materially adversely affect our business and operations.”
We also operate port facilities at Tocopilla, Chile for the shipment of products and the delivery of raw materials pursuant to maritime concessions, which have been granted under applicable Chilean laws and are normally renewable on application, provided that such facilities are used as authorized and annual concession fees are paid.
Any significant changes to any of these concessions could have a material adverse effect on our business, financial condition and results of operations.
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Changes in water rights laws and other regulations could affect our operating costs
We hold water use rights that are key to our operations. These rights were obtained from the Chilean Water Authority (Dirección General de Aguas) for supply of water from rivers and wells near our production facilities, which we believe are sufficient to meet current operating requirements. However, the Chilean water rights code (Código de Aguas or the “Water Code”) is subject to changes, which could have a material adverse impact on our business, financial condition and results of operations. For example, an amendment published on June 16, 2005 modified the Water Code, allowing, under certain conditions, the granting of water use rights of up to two liters per second for each well built prior to June 30, 2004, in the areas where we conduct our mining operations, without considering the availability of water, or how the new rights may affect holders of existing rights. Therefore, the amount of water we can effectively extract based on our existing rights could be reduced if these additional rights are exercised. In addition, we must pay annual fees to maintain water rights that have been granted to us and that we are not exercising. These and potential future changes to the Water Code or other relevant regulations could have a material adverse effect on our business, financial condition and results of operations.
The Chilean government could levy additional taxes on corporations operating in Chile
In 2005, the Chilean Congress approved Law No. 20,026 known as the Law to Establish a Specific Tax on Mining Activity” (Ley que Establece un Impuesto Específico a la Actividad Minera or the “Royalty Law”), establishing a royalty tax to be applied to mining activities developed in Chile.
Following the earthquake and tsunami in February 2010, the Chilean government raised the corporate income tax rate in order to pay for reconstruction. Such legislation increased the general corporate tax rate from its historic rate of 17.0% to 20.0% for the income accrued in 2011, which was declared and paid in 2012.
On September 29, 2014, Law No. 20,780 was published (the “Tax Reform”), introducing significant changes to the Chilean taxation system and strengthening the powers of the SII to control and prevent tax avoidance. Subsequently, on February 8, 2016, Law No. 20,899 that simplifies the income tax system and modifies other legal tax provisions was published. As a result of these reforms, open stock corporations like SQM are subject to the partially integrated shareholder tax regime (sistema parcialmente integrado). The corporate tax rate applicable to us increased gradually from 20% to 24% in 2016. It will increase to 25.5% in 2017 and increase to a maximum rate of 27% in 2018.
Under the partially integrated shareholder taxation regime, shareholders bear the tax on dividends upon payment, but they will only be permitted to credit against such shareholder taxes a portion of the Chilean corporate tax paid by us on our earnings, unless the shareholder is resident in a country with a tax treaty in force with Chile. In that case, 100% of the Chilean corporate tax paid by us may be credited against the final taxes at the shareholder level.
As a result, foreign shareholders resident in a non-treaty jurisdiction (such as the United States until the treaty that has been signed enters into force) will be subject to a higher effective tax rate than residents of treaty jurisdictions.
The Tax Reform tax increase prompted a US$52.3 million increase in our deferred tax liabilities as of December 31, 2014. In accordance with IAS 12, the effects generated by the change in the income tax rate approved by Law No. 20.780 on income and deferred taxes were applied to the income statement. For purposes of the Company’s statutory consolidated financial statements filed with the SVS, in accordance with the instructions issued by the SVS in its circular 856 of October 17, 2014, the effects generated by the change in the income tax rate were accounted for as retained earnings. The amount charged to equity as of December 31, 2014 was US$52.3 million, thereby giving rise to a difference of US$52.3 million in profit for the year and income tax expense as presented in the Company’s Audited Consolidated Financial Statements compared with profit and income tax expense as presented in the Company’s statutory consolidated financial statements filed with the SVS.
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Given the difference in accounting treatments between IFRS and the instructions of the SVS, we will continue to analyze the effects of the Tax Reform on our financial statements and reporting obligations, and we cannot be sure of how our future financial statements will reflect these changes.
In addition, the Tax Reform may have other material adverse effects on our business, financial condition and results of operations. Likewise, we cannot assure you that the manner in which the Royalty Law or the corporate tax rate are interpreted and applied will not change in the future. The Chilean government may decide to levy additional taxes on mining companies or other corporations in Chile. Such changes could have a material adverse effect on our business, financial condition and results of operations.
Ratification of the International Labor Organization’s Convention 169 concerning indigenous and tribal peoples might affect our development plans
Chile, a member of the International Labor Organization (“ILO”), has ratified the ILO’s Convention 169 (the “Indigenous Rights Convention”) concerning indigenous and tribal people. The Indigenous Rights Convention established several rights for indigenous people and communities. Among other rights, the Indigenous Rights Convention states that (i) indigenous groups should be notified and consulted prior to the development of any project on land deemed indigenous, although veto rights are not mentioned and (ii) indigenous groups have, to the extent possible, a stake in benefits resulting from the exploitation of natural resources in indigenous land. The extent of these benefits has not been defined by the Chilean government. The Chilean government has addressed item (i) above through Supreme Decree No. 66, issued by the Social Development Ministry. This decree requires government entities to consult indigenous groups that may be directly affected by the adoption of legislative or administrative measures, and it also defines criteria for the projects or activities that must be reviewed through the environmental evaluation system that also require such consultation. To the extent that the new rights outlined in the Indigenous Rights Convention become laws or regulations in Chile, they could affect the development of our investment projects in lands that have been defined as indigenous, which could have a material adverse effect on our business, financial condition and results of operations.
Chile is located in a seismically active region
Chile is prone to earthquakes because it is located along major fault lines. The most recent major earthquake in Chile occurred offshore in 2015 and had a magnitude of 8.3 on the Richter scale. There were also earthquakes in 2014 and 2010 that caused substantial damage to some areas of the country. Chile has also experienced volcanic activity. A major earthquake or a volcanic eruption could have significant negative consequences for our operations and for the general infrastructure, such as roads, rail, and access to goods, in Chile. Although we maintain industry standard insurance policies that include earthquake coverage, we cannot assure you that a future seismic or volcanic event will not have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to our Shares and to our ADSs
The price of our ADSs and the U.S. dollar value of any dividends will be affected by fluctuations in the U.S. dollar/Chilean peso exchange rate
Chilean trading in the shares underlying our ADSs is conducted in Chilean pesos. The depositary will receive cash distributions that we make with respect to the shares in Chilean pesos. The depositary will convert such Chilean pesos to U.S. dollars at the then prevailing exchange rate to make dividend and other distribution payments in respect of ADSs. If the value of the Chilean peso falls relative to the U.S. dollar, the value of the ADSs and any distributions to be received from the depositary will decrease.
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Developments in other emerging markets could materially affect the value of our ADSs and our shares
The Chilean financial and securities markets are, to varying degrees, influenced by economic and market conditions in other emerging market countries or regions of the world. Although economic conditions are different in each country or region, investor reaction to developments in one country or region can have significant effects on the securities of issuers in other countries and regions, including Chile and Latin America. Events in other parts of the world may have a material effect on Chilean financial and securities markets and on the value of our ADSs and our shares.
The volatility and low liquidity of the Chilean securities markets could affect the ability of our shareholders to sell our ADSs
The Chilean securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. The volatility and low liquidity of the Chilean markets could increase the price volatility of our ADSs and may impair the ability of a holder to sell our ADSs into the Chilean market in the amount and at the price and time he wishes to do so.
Our share or ADS price may react negatively to future acquisitions and investments
As world leaders in our core businesses, part of our strategy is to look for opportunities that will allow us to consolidate and strengthen our competitive position in jurisdictions in which we currently do not operate. Pursuant to this strategy, we may carry out acquisitions or joint ventures relating to any of our businesses or to new businesses in which we believe we may have sustainable competitive advantages. Depending on our capital structure at the time of such acquisitions or joint ventures, we may need to raise significant debt and/or equity which will affect our financial condition and future cash flows. Any change in our financial condition could affect our results of operations, negatively impacting our share or ADS price.
ADS holders may be unable to enforce rights under U.S. securities laws
Because we are a Chilean company subject to Chilean law, the rights of our shareholders may differ from the rights of shareholders in companies incorporated in the United States, and ADS holders may not be able to enforce or may have difficulty enforcing rights currently in effect under U.S. federal or state securities laws.
Our Company is an open stock corporation incorporated under the laws of the Republic of Chile. Most of our directors and officers reside outside the United States, principally in Chile. All or a substantial portion of the assets of these persons are located outside the United States. As a result, if any of our shareholders, including holders of our ADSs, were to bring a lawsuit against our officers or directors in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons. Likewise, it may be difficult for them to enforce judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws in the United States against them in the United States.
In addition, there is no treaty between the United States and Chile providing for the reciprocal enforcement of foreign judgments. However, Chilean courts have enforced judgments rendered in the United States, provided that the Chilean court finds that the United States court respected basic principles of due process and public policy. Nevertheless, there is doubt as to whether an action could be brought successfully in Chile in the first instance on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.
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As preemptive rights may be unavailable for our ADS holders, they have the risk of their holdings being diluted if we issue new stock
Chilean laws require companies to offer their shareholders preemptive rights whenever issuing new shares of capital stock so shareholders can maintain their existing ownership percentage in a company. If we increase our capital by issuing new shares, a holder may subscribe for up to the number of shares that would prevent dilution of the holder’s ownership interest.
If we issue preemptive rights, United States holders of ADSs would not be able to exercise their rights unless a registration statement under the Securities Act were effective with respect to such rights and the shares issuable upon exercise of such rights or an exemption from registration were available. We cannot assure holders of ADSs that we will file a registration statement or that an exemption from registration will be available. We may, in our absolute discretion, decide not to prepare and file such a registration statement. If our holders were unable to exercise their preemptive rights because we did not file a registration statement, the depositary bank would attempt to sell their rights and distribute the net proceeds from the sale to them, after deducting the depositary’s fees and expenses. If the depositary could not sell the rights, they would expire and holders of ADSs would not realize any value from them. In either case, ADS holders’ equity interest in us would be diluted in proportion to the increase in our capital stock.
If we were classified as a Passive Foreign Investment Company by the U.S. Internal Revenue Service, there could be adverse consequences for U.S. investors
We believe that we were not classified as a Passive Foreign Investment Company (“PFIC”) for 2015. Characterization as a PFIC could result in adverse U.S. tax consequences to you if you are a U.S. investor in our shares or ADSs. For example, if we (or any of our subsidiaries) are a PFIC, our U.S. investors may become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we (or any of our subsidiaries or portfolio companies) are a PFIC is made on an annual basis and will depend on the composition of our (or their) income and assets from time to time. See “Item 10.E. Taxation—United States Tax Considerations.”
Changes in Chilean tax regulations could have adverse consequences for U.S. investors
Currently cash dividends paid by us to foreign shareholders are subject to a 35% Chilean withholding tax. When the Company pays a corporate income tax on the income from which the dividend is paid, known as a “First Category Tax”, a credit effectively reduces the rate of Withholding Tax. Changes in Chilean tax regulations could have adverse consequences for U.S. investors. See “Item 3.D. Risk Factors—Risks Relating to Chile—The Chilean Government Could Levy Additional Taxes on Corporations Operating in Chile” and “Item 10.E. Taxation—Chilean Tax Considerations.”
| ITEM 4. | INFORMATION ON THE COMPANY |
| 4.A. | History and Development of the Company |
Historical Background
Sociedad Química y Minera de Chile S.A. is an open stock corporation organized under the laws of the Republic of Chile. We were constituted by public deed issued on June 17, 1968 by the Notary Public of Santiago, Mr. Sergio Rodríguez Garcés. Our existence was approved by Decree No. 1,164 of June 22, 1968 of the Ministry of Finance, and we were registered on June 29, 1968 in the Registry of Commerce of Santiago, on page 4,537 No. 1,992. Our headquarters is located at El Trovador 4285, Fl. 6, Las Condes, Santiago, Chile. Our telephone number is +56 2 2425-2000. Our U.S. representative is SQM NA located at 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA 30339. The phone number is +1 (770) 916-9407.
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Commercial exploitation of the caliche ore deposits in northern Chile began in the 1830s, when sodium nitrate was extracted from the ore for use in the manufacturing of explosives and fertilizers. By the end of the nineteenth century, nitrate production had become the leading industry in Chile, and the country was the world’s leading supplier of nitrates. The accelerated commercial development of synthetic nitrates in the 1920s and the global economic depression in the 1930s caused a serious contraction of the Chilean nitrate business, which did not recover significantly until shortly before the Second World War. After the war, the widespread commercial production of synthetic nitrates resulted in a further contraction of the natural nitrate industry in Chile, which continued to operate at depressed levels into the 1960s.
We were formed in 1968 through a joint venture between Compañía Salitrera Anglo Lautaro S.A. (“Anglo Lautaro”) and Corfo, a Chilean government entity. Three years after our formation, in 1971, Anglo Lautaro sold all of its shares to Corfo, and we were wholly owned by the Chilean Government until 1983. In 1983, Corfo began a process of privatization by selling our shares to the public and subsequently listing such shares on the Santiago Stock Exchange. By 1988, all of our shares were publicly owned. Our Series B ADSs have traded on the NYSE under the ticker symbol “SQM” since 1993. We accessed international capital markets again for the issuance of additional ADSs in 1995 and 1999. On December 21, 2006, two groups of shareholders, the “Pampa Group” (which includes the company Sociedad de Inversiones Pampa Calichera S.A. (“Pampa Calichera”) and its related companies, Inversiones Global Mining Chile Limitada and Potasios de Chile S.A.) and Kowa Group (which includes the companies Kowa Company Ltd., Inversiones La Esperanza (Chile) Limitada, Kochi S.A and La Esperanza Delaware Corporation) signed a joint agreement and became the controlling group of SQM.
Since our inception, we have produced nitrates and iodine, which are obtained from the caliche ore deposits in northern Chile. In 1985, we began to use heap leaching processes to extract nitrates and iodine, and in 1986 we started to produce potassium nitrate at our Coya Sur facility. Between 1994 and 1999, we invested approximately US$300 million in the development of the Salar de Atacama project in northern Chile, which enabled us to produce potassium chloride, lithium carbonate, potassium sulfate and boric acid.
From 2000 through 2004, we principally consolidated the investments carried out in the preceding five years. We focused on reducing costs and improving efficiencies throughout the organization. In addition, in 2001, we signed a commercial distribution agreement with the Norwegian company Yara International ASA, in order to take advantage of cost synergies in the Specialty Plant Nutrition business line.
Starting in 2005, we began strengthening our leadership position in our core businesses through a combination of capital expenditures and advantageous acquisitions and divestitures. Our acquisitions have included the Kemira Emirates Fertiliser Company (“Kefco”) in Dubai in 2005 and the iodine business of Royal DSM N.V. (“DSM”) in 2006. We also entered into a number of joint ventures, including a joint venture with Migao Corporation (“Migao”), signed in 2008, for the production of potassium nitrate, and SQM VITAS, our joint venture with the French Roullier Group. Pursuant to the latter joint venture, in 2010, we launched a new line of soluble phosphate products, and in 2012 we built new plants for the production of water-soluble fertilizers in Brazil (Candeias), Peru and South Africa (Durban). We have also sold: (i) Fertilizantes Olmeca, our former Mexican subsidiary, in 2006, (ii) our stake in Impronta S.R.L., our former Italian subsidiary, in 2007 and (iii) our former butyllithium plant located in Houston, Texas, in 2008. These sales allowed us to concentrate our efforts on our core products.
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The capital expenditure program has allowed us to add new products to our product lines and increase the production capacity of our existing products. In 2005, we started production of lithium hydroxide at a plant in the Salar del Carmen, near the city of Antofagasta in the north of Chile. In 2007, we completed the construction of a new prilling and granulating plant. In 2011, we completed expansions of our lithium carbonate capacity, achieving 48,000 metric tons of capacity per year. Since 2010, we have continued to expand our production capacity of potassium products in our operations in the Salar de Atacama. In 2011, we completed the construction of a new potassium nitrate facility in Coya Sur, increasing our overall production capacity of potassium nitrate by 300,000 metric tons per year. In 2013, we completed expansions in the production capacity of our iodine plants in Nueva Victoria. Our capital expenditure program also includes exploration for metallic minerals. Our exploration efforts have led to discoveries that in some cases may result in sales of the discovery and the generation of royalty income in the future. Within this context, in 2013 we sold our royalty rights to the Antucoya mining project to Antofagasta Minerals. In 2013 we also opened a trading office in Thailand.
In 2014, we invested in the development of new extraction sectors and production increases in both nitrates and iodine at Nueva Victoria, reaching an approximate production capacity (including the Iris facility) of 8,500 metric tons per year of iodine at the facility. We also issued a bond in the international capital markets for US$250 million, primarily to refinance existing indebtedness.
In 2015, we focused on increasing the efficiency of our operations. Within this context, we announced a plan to restructure our iodine and nitrate operations. In an effort to take advantage of our highly efficient production facilities at our Nueva Victoria site, we decided to suspend the mining and nitrate operations and reduce iodine production at our Pedro de Valdivia site. During the year, we increased our iodine production capacity at Nueva Victoria to approximately 9,000 metric tons per year. Including Pedro de Valdivia and Nueva Victoria our effective iodine capacity is approximately 10,000 metric tons per year.
Capital Expenditure Program
We regularly review different opportunities to improve our production methods, reduce costs, increase production capacity of existing products and develop new products and markets. Additionally, significant capital expenditures are required every year in order to sustain our production capacity. We are focused on developing new products in response to identified customer demand, as well as new products that can be derived as part of our existing production or other products that could fit our long-term development strategy. Our capital expenditures during the past five years were mainly related to the organic growth and sustainability of our business, including the construction of new facilities and the renovation of plants and equipment. These investments were carried out with internal financing through our capital expenditure program for investments in Chile.
Our capital expenditures for the years ended December 31, 2015, 2014 and 2013 were as follows:
| (in millions of US$) | 2015 | 2014 | 2013 | |||||||||
| Capital expenditures | 111.3 | 112.1 | 386.5 | |||||||||
During 2015, we had total capital expenditures of US$111.3 million, primarily related to:
| · | expansion of ponds at Nueva Victoria in order to increase the production of iodine and nitrates; |
| · | refining system at potassium nitrate plants; |
| · | exploration and construction of new wells to sustain production at the Salar de Atacama and |
| · | maintenance of production facilities in order to ensure production goals are met, as well as improvements in the open storage areas at the port of Tocopilla. |
During 2014, we had total capital expenditures of US$112.1 million, primarily related to:
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| · | development of new extraction sectors and production increases for both nitrates and iodine at Nueva Victoria; |
| · | investments aimed at maintaining and improving the quality of finished nitrate products; |
| · | exploration and construction of wells to sustain long-term production at the Salar de Atacama; |
| · | consolidation of our corporate enterprise resource planning into SAP and |
| · | maintenance across all production units in order to ensure fulfillment of production targets. |
During 2013, we had total capital expenditures of US$386.5 million, primarily related to:
| · | improvement of nitrate-based products at Coya Sur; |
| · | investment relating to increasing production capacity of potassium-based products at the Salar de Atacama; |
| · | ongoing investment relating to increasing production capacity and efficiency in our nitrate and iodine facilities; |
| · | optimization of our potassium chloride facility at the Salar de Atacama; |
| · | projects to increase the efficiency of our human resources and logistics departments and |
| · | various projects designed to maintain production capacity, increase yields, and reduce costs. |
The Board of Directors has approved a capital expenditures plan for 2016 of approximately US$150 million primarily focused on the maintenance of our production facilities in order to strengthen our ability to meet our production goals and in order to increase iodine and nitrates production capacity at Nueva Victoria. Our 2016 capital investment program will not require any external financing. However, we always have the option to access capital markets in order to optimize our financial position.
| 4.B. | Business Overview |
The Company
We believe that we are the world’s largest producer of potassium nitrate and iodine. We also produce specialty plant nutrients, iodine derivatives, lithium and its derivatives, potassium chloride, potassium sulfate and certain industrial chemicals (including industrial nitrates and solar salts). Our products are sold in over 100 countries through our worldwide distribution network, with 89% of our sales in 2015 derived from countries outside Chile.
Our products are mainly derived from mineral deposits found in northern Chile. We mine and process caliche ore and brine deposits. The caliche ore in northern Chile contains the only known nitrate and iodine deposits in the world and is the world’s largest commercially exploited source of natural nitrates. The brine deposits of the Salar de Atacama, a salt-encrusted depression in the Atacama Desert in northern Chile, contain high concentrations of lithium and potassium as well as significant concentrations of sulfate and boron.
From our caliche ore deposits, we produce a wide range of nitrate-based products used for specialty plant nutrients and industrial applications, as well as iodine and iodine derivatives. At the Salar de Atacama, we extract brines rich in potassium, lithium, sulfate and boron in order to produce potassium chloride, potassium sulfate, lithium solutions and bischofite (magnesium chloride). We produce lithium carbonate and lithium hydroxide at our plant near the city of Antofagasta, Chile, from the solutions brought from the Salar de Atacama. We market all of these products through an established worldwide distribution network.
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Our products are divided into six categories: specialty plant nutrients; iodine and its derivatives; lithium and its derivatives; potassium chloride and potassium sulfate; industrial chemicals and other commodity fertilizers. Specialty plant nutrients are premium fertilizers that enable farmers to improve yields and the quality of certain crops. Iodine and its derivatives are mainly used in the X-ray contrast media and biocides industries and in the production of polarizing film, which is an important component in LCD screens. Lithium and its derivatives are mainly used in batteries, greases and frits for production of ceramics. Potassium chloride is a commodity fertilizer that is produced and sold by us worldwide. Potassium sulfate is a specialty fertilizer used primarily in crops such as vegetables, fruits and industrial crops. Industrial chemicals have a wide range of applications in certain chemical processes such as the manufacturing of glass, explosives and ceramics, and, more recently, industrial nitrates are being used in concentrated solar power plants as a means for energy storage. In addition, we complement our portfolio of plant nutrients through the buying and selling of other commodity fertilizers for use mainly in Chile.
For the year ended December 31, 2015, we had revenues of US$1,728.3 million, gross profit of US$542.7 million and profit attributable to controlling interests of US$220.4 million. Our worldwide market capitalization as of December 31, 2015 was approximately US$5.0 billion.
Specialty Plant Nutrition: We produce four main types of specialty plant nutrients: potassium nitrate, sodium nitrate, sodium potassium nitrate and specialty blends. Furthermore, we sell other specialty fertilizers including trading of third party products. All of these specialty plant nutrients are used in either solid or liquid form mainly on high value crops such as vegetables, fruits and flowers. They are widely used in crops that employ modern agricultural techniques such as hydroponics, greenhousing, fertigation (where fertilizer is dissolved in water prior to irrigation) and foliar application. According to the type of use or application, our products are primarily marketed under the following brands: Ultrasol™ (fertigation), Qrop™ (open field application), Speedfol™ (foliar application) and Allganic™ (organic farming). Specialty plant nutrients have certain advantages over commodity fertilizers, such as rapid and effective absorption (without requiring nitrification), superior water solubility, increased soil pH (which reduces soil acidity) and low chloride content. One of the most important products in this business line is potassium nitrate, which is available in crystalline and prill form, allowing for multiple application methods. Crystalline potassium nitrate products are ideal for application by fertigation and foliar sprays, and potassium nitrate prills are suitable for soil applications.
The needs of more sophisticated customers are causing the industry to provide solutions rather than individual products. The advantages of our products, plus customized specialty blends that meet specific needs along with the agronomic service provided, allow us to create plant nutrition solutions that add value to crops through higher yields and better quality production. Because our products are derived from natural nitrate compounds or natural potassium brines, they have certain advantages over synthetically produced fertilizers, including the presence of certain beneficial trace elements, which makes them more attractive to customers who prefer products of natural origin. As a result, specialty plant nutrients are sold at a premium price compared to commodity fertilizers.
Iodine and its Derivatives: We believe that we are the world’s leading producer of iodine and iodine derivatives, which are used in a wide range of medical, pharmaceutical, agricultural and industrial applications, including x-ray contrast media, polarizing films for LCD and LED, antiseptics, biocides and disinfectants, in the synthesis of pharmaceuticals, electronics, pigments and dye components. We market iodine using the brand QIodine™.
Lithium and its Derivatives: We are a leading producer of lithium carbonate, which is used in a variety of applications, including electrochemical materials for batteries, frits for the ceramic and enamel industries, heat-resistant glass (ceramic glass), air conditioning chemicals, continuous casting powder for steel extrusion, primary aluminum smelting process, pharmaceuticals and lithium derivatives. We are also a leading supplier of lithium hydroxide, which is primarily used as an input for the lubricating greases industry and for certain cathodes for batteries. We also sell lithium chloride solutions, which are primarily used as an input for the production of lithium derivatives. We market lithium using the following brands: QLithiumCarbonate™, QLithiumHydroxide™ and QLubelith™.
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Potassium: We produce potassium chloride and potassium sulfate from brines extracted from the Salar de Atacama. Potassium chloride is a commodity fertilizer used to fertilize a variety of crops including corn, rice, sugar, soybean and wheat. Potassium sulfate is a specialty fertilizer used mainly in crops such as vegetables, fruits and industrial crops. We market potassium chloride using the brand Qrop™ MOP.
Industrial Chemicals: We produce three industrial chemicals: sodium nitrate, potassium nitrate and potassium chloride. Sodium nitrate is used primarily in the production of glass, explosives, charcoal briquettes and metal treatment. Potassium nitrate is used in the manufacturing of specialty glass, and it is also an important raw material for the production of frits for the ceramics and enamel industries. Solar salts, a combination of potassium nitrate and sodium nitrate, are used as a thermal storage medium in concentrated solar power plants. Potassium chloride is a basic chemical used to produce potassium hydroxide, and it is also used as an additive in oil drilling as well as in food processing, among other uses. We market our industrial chemicals using the following brands: QSodiumNitrate™, QPotassiumNitrate™, QPotassiumChloride™, QBoricAcid™ and Ultrasol™.
Other Products and Services: We also sell other fertilizers and blends, some of which we do not produce. We are the only company that produces and distributes the three main potassium sources: potassium nitrate, potassium sulfate and potassium chloride.
The following table shows the percentage breakdown of our revenues for 2015, 2014 and 2013 according to our product lines:
| 2015 | 2014 | 2013 | ||||||||||
| Specialty Plant Nutrition | 38 | % | 35 | % | 31 | % | ||||||
| Iodine and Derivatives | 15 | % | 17 | % | 21 | % | ||||||
| Lithium and Derivatives | 13 | % | 10 | % | 9 | % | ||||||
| Potassium | 25 | % | 29 | % | 28 | % | ||||||
| Industrial Chemicals | 6 | % | 5 | % | 7 | % | ||||||
| Other | 3 | % | 4 | % | 4 | % | ||||||
| Total | 100 | % | 100 | % | 100 | % | ||||||
Business Strategy
Our general business strategy is to:
| · | maintain leadership in specialty plant nutrients, iodine, lithium and industrial nitrates, in terms of production capacity, competitive pricing and the development of new products; |
| · | maintain our competitiveness through the continued increase in the efficiency of our production processes and cost reduction; |
| · | improve our operations on an ongoing basis, while taking care of our employees and the surrounding areas and communities, in accordance with our sustainable development policy; |
| · | evaluate and execute acquisitions, joint ventures or commercial alliances which have concrete synergies with our current core businesses or provide sustainable competitive advantages and |
| · | maintain a solid, conservative financial position and investment grade ratings for our debt securities. |
We have identified market demand in each of our major product lines, both within our existing customer base and in new markets, for existing products and for additional products that can be produced from our natural resources. In order to take advantage of these opportunities, we have developed specific strategies for each of our product lines.
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Specialty Plant Nutrition
Our strategy in our specialty plant nutrition business is to: (i) continue expanding our sales of natural nitrates by continuing to leverage the advantages of our specialty products over commodity-type fertilizers; (ii) selectively expand by increasing our sales of higher margin specialty plant nutrients based on potassium and natural nitrates, particularly soluble potassium nitrate and NPK blends; (iii) pursue investment opportunities in complementary businesses to enhance our product portfolio, increase production, reduce costs, and add value to and improve the marketing of our products; (iv) develop new specialty nutrient blends produced in our mixing plants that are strategically located in or near our principal markets in order to meet specific customer needs; (v) focus primarily on the markets for plant nutrients in soluble and foliar applications in order to establish a leadership position; (vi) further develop our global distribution and marketing system directly and through strategic alliances with other producers and global or local distributors; (vii) reduce our production costs through improved processes and higher labor productivity so as to compete more effectively and (viii) supply a product with consistent quality according to the requirements of our customers.
Iodine and its Derivatives
Our strategy in our iodine business is to: (i) increase or at least maintain our market share in the iodine market in order to optimize the use of our available production capacity; (ii) encourage demand growth and promote new iodine uses; (iii) participate in iodine recycling projects through the Ajay-SQM Group (“ASG”); (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively and (v) supply a product with consistent quality according to the requirements of our customers.
Lithium and its Derivatives
Our strategy in our lithium business is to: (i) strategically allocate our sales of lithium carbonate, lithium hydroxide and lithium chloride solutions; (ii) encourage demand growth and promote new lithium uses; (iii) selectively pursue opportunities in the lithium derivatives business by creating new lithium compounds; (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively and (v) supply a product with consistent quality according to the requirements of our customers.
Potassium
Our strategy in our potassium business is to: (i) offer a portfolio of potassium products, including potassium sulfate, potassium chloride and other fertilizers, to our traditional markets; (ii) create flexibility to offer crystalized (standard) or granular (compacted) form products according to market requirements; (iii) focus on markets where we have logistical advantages and synergies with our specialty plant nutrition business and (iv) supply a product with consistent quality according to the requirements of our customers.
Industrial Chemicals
Our strategy in our industrial chemical business is to: (i) maintain our leadership position in the industrial nitrates market as well as increase our supply of potassium chloride in markets where we have natural advantages; (ii) encourage demand growth in different applications; (iii) become a long-term, reliable supplier for the thermal storage industry, maintaining close relationships with R&D programs; (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively and (v) supply a product with consistent quality according to the requirements of our customers.
New Business Ventures
From time to time we evaluate opportunities to expand in our current core businesses or within new businesses in which we believe we may have sustainable competitive advantages, both within and outside Chile, and we expect to continue to do so in the future.
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We are continuously exploring the possibility of acquiring controlling stakes or other interests in companies that have mining properties in our core business areas and are in early stages of development. Consistent with our business strategy, we will continue to evaluate acquisitions, joint ventures and alliances in our core businesses and, depending on all facts and circumstances, may seek to acquire controlling stakes or other interests related to our core businesses both inside and outside of Chile, including other emerging markets.
In addition, we are actively conducting exploration for metallic minerals in the mining properties we own. If such minerals are found, we may decide to exploit, sell or enter into an association to extract these resources. Our exploration efforts are currently focused on the layer of bedrock that lies beneath the caliche ore that we use as the primary raw material in the production of iodine and nitrates. This bedrock has significant potential for metallic mineralization, particularly copper and gold. A significant portion of our mining properties are located in the Antofagasta region of Chile, where many large copper producers operate.
We have an in-house geological exploration team that explores the area directly, drilling targets and assessing new prospects. In 2015, the team identified 25 new targets and confirmed mineralization in four of the targets, using its own truck-mounted drill rigs. We also have a metal business development team that works to engage partners interested in investing in metal exploration within our mining properties. As of March 31, 2016, we had option agreements in place with six companies, including small junior mining companies, private equity firms and large mining companies.
Main Business Lines
Specialty Plant Nutrition
We believe we are the world’s largest producer of potassium nitrate. We estimate that our sales accounted for approximately 47% of global potassium nitrate sales by volume in 2015. During 2015, the potassium nitrate market decreased by around 3%, reaching an approximate size of 1 million metric tons. The decrease was due to a combination of lower demand for potassium nitrate for open field application and a decrease in sales to China. These estimates include only agricultural use of potassium nitrate and do not include potassium nitrate produced and sold locally in China, only net imports/exports.
In addition to potassium nitrate, we also produce the following specialty plant nutrients: sodium nitrate, sodium potassium nitrate and specialty blends (containing various combinations of nitrogen, phosphate and potassium and generally known as “NPK blends”).
These specialty plant nutrients have specific characteristics that increase productivity and enhance quality when used on certain crops and soils. Our specialty plant nutrients have significant advantages for certain applications over commodity fertilizers based on nitrogen and potassium, such as urea and potassium chloride.
In particular, our specialty plant nutrients:
| · | are fully water soluble, allowing their use in hydroponics, fertigation, foliar applications and other advanced agricultural techniques; |
| · | improve the water use efficiency of crops and help conserve water; |
| · | are chloride-free, which prevents chloride toxicity in certain crops associated with high levels of chlorine in plant nutrients; |
| · | provide nitrogen in nitric form, thereby allowing crops to absorb nutrients faster than they absorb urea or ammonium-based fertilizers; |
| · | do not release hydrogen after application, thereby avoiding increased soil acidity; |
| · | possess trace elements, which promote disease resistance in plants and |
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| · | are more attractive to customers who prefer products of natural origin. |
In 2015, our specialty plant nutrients revenues decreased to US$651.2 million, representing 38% of our total revenues for that year and an 8.0% decrease from US$708.0 million in specialty plant nutrients revenues in 2014. This decrease was the result of lower sales volumes and prices compared to 2014. Total sales volumes decreased approximately 5%, and prices decreased approximately 3% in 2015. However, sales volumes for water soluble fertilizers, which is the market that in general yields higher margins and has more growth potential, increased approximately 5% in 2015.
Specialty Plant Nutrition: Market
The target market for our specialty plant nutrients includes producers of high-value crops such as vegetables, fruits, industrial crops, flowers, cotton and others. Furthermore, we sell specialty plant nutrients to producers of chloride-sensitive crops. Since 1990, the international market for specialty plant nutrients has grown at a faster rate than the international market for commodity-type fertilizers. This is mostly due to: (i) the application of new agricultural technologies such as fertigation and hydroponics, and the increasing use of greenhouses; (ii) the increase in the cost of land and the scarcity of water, which has forced farmers to improve their yields and reduce water use; and (iii) the increase in demand for higher quality crops, such as fruits and vegetables.
Over the last ten years, the compound annual growth rate for vegetable production per capita was 3% while the compound annual growth rate for the world population was closer to 1%.
Worldwide scarcity of water and arable land drives the development of new agricultural techniques to maximize the use of these resources. Irrigation has grown at an average annual rate of 1% during the last 20 years (a pace similar to population growth). However, microirrigation has grown at 10% per year over the same period. Microirrigation systems, which include drip irrigation and micro-sprinklers, are the most efficient forms of technical irrigation. These applications require fully water-soluble plant nutrients. Our nitrate-based specialty plant nutrients provide nitrogen in nitric form, which helps crops absorb these nutrients faster than they absorb urea- or ammonium-based fertilizers, facilitating a more efficient application of nutrients to the plant and thereby increasing the crop’s yield and improving its quality.
Asia is the region with the lowest microirrigation to total irrigated hectares ratio in the world, reaching around 3%. This represents a high potential for this technology, which is reflected in the high growth rates in recent years.
The market for potassium nitrate in China is an important market for this product, although its demand is largely fulfilled by domestic producers. Demand totals approximately 400,000 to 420,000 metric tons, of which approximately 160,000 is related to the tobacco industry and 100,000 is related to the horticulture business. Of the total, between 20,000 and 30,000 metric tons are imports.
Specialty Plant Nutrition: Our Products
Potassium nitrate, sodium potassium nitrate and specialty blends are higher margin products derived from, or consisting of, sodium nitrate, and they are all produced in crystallized or prilled form. Specialty blends are produced using our own specialty plant nutrients and other components at blending plants operated by us or our affiliates and related companies in Chile, the United States, Mexico, the United Arab Emirates, South Africa, Turkey, China, India, Thailand, Brazil, Spain and Peru.
The following table shows our sales volumes of and revenues from specialty plant nutrients for 2015, 2014 and 2013:
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| 2015 | 2014 | 2013 | ||||||||||
| Sales volumes (Th. MT) | ||||||||||||
| Sodium nitrate | 26.0 | 15.8 | 26.2 | |||||||||
| Potassium nitrate and sodium potassium nitrate | 493.6 | 531.6 | 512.6 | |||||||||
| Specialty blends(1) | 203.9 | 228.0 | 208.1 | |||||||||
| Other specialty plant nutrients(2) | 107.5 | 102.5 | 100.8 | |||||||||
| Total revenues (in US$ millions) | 651.2 | 708.0 | 687.5 | |||||||||
| (1) | Includes Yara’s products sold pursuant to our commercial agreement. |
| (2) | Includes trading of other specialty fertilizers. |
Depending on the systems used to apply specialty nutrients, fertilizers can be classified as specialty field fertilizers or water-soluble fertilizers.
Specialty field fertilizers are applied directly to the soil, manually or in a mechanized fashion. Their high solubility levels, lack of chlorine and absence of acidic reactions make them particularly advantageous for tobacco, potatoes, coffee, cotton and a wide range of fruits and vegetables.
Water-soluble fertilizers are specialty nutrients that are delivered to the crops using modern irrigation systems. As these systems feature refined technology, the products used in them must be highly soluble, rich in nutrients, free of impurities and insoluble substances, and with a low salinity index. The leading nutrient in this segment is potassium nitrate, whose optimal balance of nitric nitrogen and chlorine-free potassium (the two macronutrients most needed by plants) make it an indispensable source of nutrition for crops that use modern irrigation systems.
In addition, potassium nitrate is widely known to be a vital component in foliar feeding applications, where usage is recommended in order to stave off nutritional deficiencies before the first symptoms appear, correct any deficiencies that arise and prevent physiological stress. This nutrient also helps promote a suitable balance between fruit production and/or growth, and plant development, particularly in crops with physiological disorders.
Foliar feeding with potassium nitrate can have beneficial effects:
| · | when soil chemistry limits nutrient solubility and availability (pH, organic matter, type and percentage of clay); |
| · | when nutrient absorption through the roots is limited as a result of conditions that hamper root growth (temperature, moisture, oxygen and loss of soil structure); |
| · | when the plant’s local internal demand may surpass real internal nutrient redistribution capacity, leaving the demand unsatisfied; |
| · | when nutrient mobility is limited, when plants flower before the leaf growth phase, imposing limiting factors on xylem nutrient transport and |
| · | to promote rapid recovery from leaf stress caused by climatic conditions, soil conditions and irrigation management. |
Another benefit of our potassium nitrate is that, according to a 2014 study by the consulting firm Arthur D. Little Benelux, our production process generates up to 40% less greenhouse gases compared to other major potassium nitrate producers in the world.
In addition to these products, SQM has consolidated a product portfolio of over 200 specialty fertilizer blends, including top brands such as UltrasolTM, for fertigation; QropTM, for application to the soil; SpeedfolTM, for foliar feeding and AllganicTM, for organic crops.
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In 2015, we added a new product to our portfolio of specialty field fertilizers: QropTMKS. This product was developed by our research and development team and is an improvement to existing products. It is more physically stable and is not required to be transported as hazardous cargo, which means it can be sold in new markets.
Specialty Plant Nutrition: Marketing and Customers
In 2015, we sold our specialty plant nutrients in nearly 100 countries. No single customer represented more than 10% of our specialty plant nutrient revenues during 2015, and our ten largest customers accounted in the aggregate for approximately 34% of revenues during that period. No supplier accounted for more than 10% of the costs of sales for this business line.
The table below shows the geographical breakdown of our revenues:
| Revenues breakdown | 2015 | 2014 | 2013 | |||||||||
| North America | 33 | % | 30 | % | 27 | % | ||||||
| Europe | 22 | % | 21 | % | 20 | % | ||||||
| Central and South America | 28 | % | 31 | % | 32 | % | ||||||
| Asia and Others | 16 | % | 18 | % | 21 | % | ||||||
We sell our specialty plant nutrition products outside Chile mainly through our own worldwide network of representative offices and through our distribution affiliates.
We maintain inventory of our specialty plant nutrients in the main markets of the Americas, Asia, Europe, the Middle East and Africa in order to facilitate prompt deliveries to customers. In addition, we sell specialty plant nutrients directly to some of our large customers. Sales are made pursuant to spot purchase orders and short-term contracts.
In connection with our marketing efforts, we provide technical and agronomical assistance and support to some of our customers. By working closely with our customers, we are able to identify new, higher-value-added products and markets. Our specialty plant nutrients are used on a wide variety of crops, particularly value-added crops, where the use of our products enables our customers to increase yields and command a premium price.
Our customers are located in both the northern and southern hemispheres. Consequently, we do not believe there are any seasonal or cyclical factors that can materially affect the sales of our specialty plant nutrients.
Specialty Plant Nutrition: Joint Ventures and Agreements
Consistent with our business strategy, from time to time we evaluate opportunities to expand in our current core businesses, including our specialty plant nutrition business, or within new businesses in which we believe we may have sustainable competitive advantages. We evaluate potential acquisitions, joint ventures and alliances with companies both within and outside of Chile, including in other emerging markets.
In May 2008, we signed a joint venture agreement with Migao for the production and distribution of specialty plant nutrients in China. Through the joint venture, we constructed a potassium nitrate plant with a production capacity of 40,000 metric tons per year. The plant began operating in January 2011, and has allowed us to increase our presence in China, which is one of the most important and fastest growing markets for the fertilizer industry.
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In May 2009, our subsidiary Soquimich European Holdings entered into an agreement with Coromandel Fertilizers Ltd. to create a joint venture for the production and distribution of water soluble fertilizers in India. The agreement established a 50⁄50 contribution to the joint venture. As part of the agreement, a new 15,000 metric ton facility was constructed in the city of Kakinada to produce water soluble NPK grade fertilizers. This new facility began operating in January 2012.
In December 2009, we signed an agreement with the French Roullier Group to form the joint venture SQM Vitas. This agreement joins two of the largest companies in the businesses of specialty plant nutrition, specialty animal nutrition and professional hygiene. Peru, Brazil and South Africa are the main focus markets of this joint venture, and Dubai is the main productive unit. As part of the agreement, our phosphate plant located in Dubai became part of this joint venture.
Between 2010 and 2012, we continued to expand our production capacity of potassium products in our operations in the Salar de Atacama. In 2011, we completed the construction of a new potassium nitrate facility in Coya Sur, increasing our overall production capacity of potassium nitrate by 300,000 metric tons.
In 2012, SQM Vitas started the construction of new plants in Brazil (Candeias), Peru and South Africa (Durban) for the production of water soluble fertilizers containing different relative amounts of nitrogen, phosphorus and potassium, and at times, smaller amounts of other chemicals. The Candeias Industrial Complex plant in Brazil began operating in March 2012 and has a production capacity of 25,000 metric tons per year.
In 2013, the operations of SQM Vitas in Spain began with a water soluble NPK fertilizer plant that has a production capacity of 15,000 metric tons per year.
During 2013, the marketing activities of our joint ventures integrated in SQM (Beijing). This change aims to enhance the efficiency of distribution channels for fertilizer products by consolidating marketing into a unified brand and management team, thus reducing costs. In addition, our strategy in this segment is to increase production of water soluble fertilizers and extend our technologies and their applications in order to increase popularity and expand the use of these products.
In 2015, an asset transfer agreement was signed in December 2014 between Plantacote BV and Plantacote NV entered into effect. As a result of this agreement, the business and Plantacote® brand were transferred to the new company Plantacote NV, but with no changes to the business or the Controlled Release Fertilizer project. SQM continues to hold a 50% ownership stake in the company.
In 2015, SQM Vitas South Africa, was acquired by Roulliers. As a result, Roullier manages the operations, and the production facilities are owned by SQM.
Specialty Plant Nutrition: Fertilizer Sales in Chile
We market specialty plant nutrients in Chile through our subsidiary Soquimich Comercial S.A. (“SQMC”).
SQMC is currently one of the main players in the Chilean market, offering a wide range of products developed specifically for the crops grown in the country. As specialty plant nutrients have differentiating qualities with respect to traditional fertilizers, they play a key role in this market.
SQMC sells local products as well as products imported from different countries around the world, including China and Mexico.
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All contracts and agreements between Soquimich Comercial S.A. and its foreign suppliers of fertilizers generally contain standard and customary commercial terms and conditions. SQMC has been able to obtain adequate supplies of these products with good pricing conditions.
Soquimich Comercial S.A.’s fertilizer sales represented approximately 26% of total fertilizer sales in Chile during 2015. Only one customer accounted for more than 10% of Soquimich Comercial S.A.’s revenues in 2015, accounting for 16% of fertilizer revenues. Soquimich Comercial S.A.’s consolidated revenues were approximately US$177 million and US$214 million in 2015 and 2014, respectively.
Specialty Plant Nutrition: Competition
We believe we are the world’s largest producer of sodium nitrate and potassium nitrate for agricultural use. Our sodium nitrate products compete indirectly with specialty and commodity-type substitutes, which may be used by some customers instead of sodium nitrate depending on the type of soil and crop to which the product will be applied. Such substitute products include calcium nitrate, ammonium nitrate and calcium ammonium nitrate.
In the potassium nitrate market our largest competitor is Haifa Chemicals Ltd. (“Haifa”), in Israel, which is a subsidiary of Trans Resources International Inc. We estimate that sales of potassium nitrate by Haifa accounted for approximately 29% of total world sales during 2015 (excluding sales by Chinese producers to the domestic Chinese market), compared to our share of the market which accounted for approximately 47% of global potassium nitrate sales by volume for the period.
ACF, another Chilean producer, mainly oriented to iodine production, has produced potassium nitrate from caliche ore and potassium chloride since 2005. Kemapco, a Jordanian producer owned by Arab Potash, produces potassium nitrate in a plant located close to the Port of Aqaba, Jordan. In addition, there are several potassium nitrate producers in China, the largest of which are Yuantong (Qinghai Salt Lake 75.5% and Wentong 24.5%) and Migao. Most of the Chinese production is consumed by the Chinese domestic market.
The principal means of competition in the sale of potassium nitrate are product quality, customer service, location, logistics, agronomic expertise and price.
In Chile, our products mainly compete with imported fertilizer blends that use calcium ammonium nitrate or potassium magnesium sulfate. Our specialty plant nutrients also compete indirectly with lower-priced synthetic commodity-type fertilizers such as ammonia and urea, which are produced by many producers in a highly price-competitive market. Our products compete on the basis of advantages that make them more suitable for certain applications as described above.
Iodine and its Derivatives
We believe we are the world’s largest producer of iodine. In 2015, our revenues from iodine and iodine derivatives amounted to US$262.6 million, representing 15% of our total revenues in that year. We estimate that our sales accounted for approximately 26% of world iodine sales by volume in 2015.
Iodine: Market
Iodine and iodine derivatives are used in a wide range of medical, agricultural and industrial applications as well as in human and animal nutrition products. Iodine and iodine derivatives are used as raw materials or catalysts in the formulation of products such as X-ray contrast media, biocides, antiseptics and disinfectants, pharmaceutical intermediates, polarizing films for LCD and LED screens, chemicals, organic compounds and pigments. Iodine is also added in the form of potassium iodate or potassium iodide to edible salt to prevent iodine deficiency disorders.
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X-ray contrast media is the leading application of iodine, accounting for 22% of demand. Iodine’s high atomic number and density make it ideally suited for this application, as its presence in the body can help to increase contrast between tissues, organs, and blood vessels with similar X-ray densities. Other applications include pharmaceuticals, which account for 13% of demand; LCD and LED screens, 12%; iodophors and povidone-iodine, 10%; animal nutrition, 8%; fluoride derivatives, 7%; biocides, 4%; nylon, 4%; human nutrition, 3% and other applications, 17%.
We have seen steady growth in the iodine market over the last ten years, with the exception of 2009, which was affected by the global financial crisis, with demand being led by uses related to X-ray contrast media and pharmaceuticals. During 2015, iodine demand grew approximately 4% compared to 2014, partly as a result of a new use in the plastics industry. However, given that it may be possible to reuse a portion of the iodine that is available within the system of this new use, iodine consumption for this new application will likely be irregular in the coming years. We estimate that the global market size in 2015 was approximately 33,200 metric tons, with around 56% of supply coming from Chilean producers, including us.
Iodine: Our Products
We produce iodine in our Nueva Victoria plant, near Iquique, and our Pedro de Valdivia plant, close to María Elena. We have a total effective production capacity of approximately 10,000 metric tons per year of iodine, including the Iris plant, which is located next to the Nueva Victoria plant.
Through ASG, we produce organic and inorganic iodine derivatives. ASG was established in the mid-1990s and has production plants in the United States, Chile and France. ASG is the world’s leading inorganic and organic iodine derivatives producer.
Consistent with our business strategy, we are constantly working on the development of new applications for our iodine-based products, pursuing a continuing expansion of our businesses and maintaining our market leadership.
We manufacture our iodine and iodine derivatives in accordance with international quality standards and have qualified our iodine facilities and production processes under the ISO-9001:2008 program, providing third party certification of the quality management system and international quality control standards that we have implemented.
The following table shows our total sales volumes and revenues from iodine and iodine derivatives for 2015, 2014 and 2013:
| 2015 | 2014 | 2013 | ||||||||||
| Sales volumes (Th. MT) | ||||||||||||
| Iodine and derivatives | 9.3 | 8.8 | 9.3 | |||||||||
| Total revenues (in US$ millions) | 262.6 | 335.4 | 461.0 | |||||||||
Our revenues decreased to US$262.6 million in 2015 from US$335.4 million in 2014. This decrease was primarily attributable to the decrease in iodine prices during 2015. Average iodine prices were more than 26% lower in 2015 when compared to 2014. Our sales volumes increased 6% in 2015, outpacing global iodine demand growth.
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Iodine: Marketing and Customers
In 2015, we sold our iodine products to approximately 270 customers in close to 50 countries, and most of our sales were exports. Only two customers accounted for more than 10% of our iodine revenues in 2015. These two customers accounted for approximately 33% of revenues, and our ten largest customers accounted in the aggregate for approximately 71% of revenues. No supplier accounted for more than 10% of the cost of sales of this business line.
The following table shows the geographical breakdown of our revenues for 2015, 2014 and 2013:
| Revenues breakdown | 2015 | 2014 | 2013 | |||||||||
| North America | 29 | % | 31 | % | 35 | % | ||||||
| Europe | 34 | % | 35 | % | 36 | % | ||||||
| Central and South America | 4 | % | 4 | % | 4 | % | ||||||
| Asia and Others | 33 | % | 30 | % | 25 | % | ||||||
We sell iodine through our own worldwide network of representative offices and through our sales, support and distribution affiliates. We maintain inventories of iodine at our facilities throughout the world to facilitate prompt delivery to customers. Iodine sales are made pursuant to spot purchase orders or within the framework of supply agreements. Supply agreements generally specify annual minimum and maximum purchase commitments, and prices are adjusted periodically, according to prevailing market prices.
Iodine: Competition
The world’s main iodine producers are based in Chile, Japan and the United States. Iodine is also produced in Russia, Turkmenistan, Azerbaijan, Indonesia and China.
Iodine is produced in Chile using a unique mineral known as caliche ore, whereas in Japan, the United States, Russia, Turkmenistan, Azerbaijan, and Indonesia, producers extract iodine from underground brines that are mainly obtained together with the extraction of natural gas and petroleum. In China, iodine is extracted from seaweed.
Six Chilean companies accounted for approximately 56% of total global sales of iodine in 2015, including SQM, with approximately 26%, and five other producers, accounting for the remaining 30%. The other Chilean producers are: Atacama Chemical S.A. (Cosayach), controlled by the Chilean holding Inverraz S.A.; ACF Minera S.A. owned by the Chilean family De Urruticoechea; Algorta Norte S.A., a joint venture between ACF Minera S.A. and Toyota Tsusho; SCM Bullmine and RB Energy (a Canadian company previously known as Sirocco Mining Inc. or as Atacama Minerals).
We estimate that eight Japanese iodine producers accounted for approximately 31% of global iodine sales in 2015, including recycled iodine.
We estimate that iodine producers in the United States (one of which is owned by Toyota Tsusho and another is owned by Ise Chemicals Ltd., both of which are Japanese companies) accounted for nearly 6% of world iodine sales in 2015.
Iodine recycling is a growing trend worldwide. Several producers have recycling facilities where they recover iodine and iodine derivatives from iodine waste streams. Iodine recycling, mainly related to LCD and LED consumption, has increased over the past few years and currently represents approximately 18% of world iodine sales. It is estimated that approximately 75% of total world iodine recycling was done by Japanese iodine producers.
We, through ASG or alone, are also actively participating in the iodine recycling business using iodinated side-streams from a variety of chemical processes in Europe and the United States.
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The prices of iodine and iodine derivative products are determined by market conditions. World iodine prices vary depending upon, among other things, the relationship between supply and demand at any given time. Iodine supply varies primarily as a result of the production levels of the iodine producers (including us) and their respective business strategies. Our annual average iodine sales prices decreased to approximately US$28 per kilogram in 2015, continuing the downward trend observed in 2014.
Demand for iodine varies depending upon overall levels of economic activity and the level of demand in the medical, pharmaceutical, industrial and other sectors that are the main users of iodine and iodine-derivative products. Certain substitutes for iodine are available for certain applications, such as antiseptics and disinfectants, which could represent a cost-effective alternative to iodine depending on prevailing prices.
The main factors of competition in the sale of iodine and iodine derivative products are reliability, price, quality, customer service and the price and availability of substitutes. We believe we have competitive advantages compared to other producers due to the size and quality of our mining reserves and the available production capacity. We believe our iodine is competitive with that produced by other manufacturers in certain advanced industrial processes. We also believe we benefit competitively from the long-term relationships we have established with our largest customers.
Lithium and its Derivatives
We believe we are one of the world’s largest producers of lithium carbonate and lithium hydroxide. In 2015, our revenues from lithium sales amounted to US$223.0 million, representing 13% of our total revenues. We estimate that our sales volumes accounted for approximately 26% of the global lithium chemicals sales volumes.
Lithium: Market
Lithium is mainly sold as lithium carbonate. The next most traded compound is lithium hydroxide. Both of these compounds are used to produce the cathodes for rechargeable batteries, taking advantage of lithium’s extreme electrochemical potential and low density. Batteries are the leading application for lithium, accounting for 49% of total demand, including batteries for electric vehicles, which accounted for 12% of total lithium demand. Lithium carbonate is also used in applications such as ceramic and enamel frits (5% of demand), heat resistant glass (ceramic glass) (5% of demand), air conditioning chemicals (3% of demand), continuous casting powder for steel extrusion (2% of demand), primary aluminum smelting process (1% of demand) and others, including the synthesis of pharmaceuticals and lithium derivatives.
Lithium hydroxide is primarily used as a raw material in the lubricating greases industry (10% of demand), as well as in the dyes and the battery industries.
Lithium chloride solutions are primarily used as an input for the production of lithium derivatives.
Lithium’s main properties, which facilitate its use in this range of applications, are:
| · | it is the lightest solid element at room temperature; |
| · | it has a low coefficient of thermal expansion; |
| · | it has high electrochemical potential and low density and |
| · | it is the solid with the highest specific heat capacity. |
During 2015, lithium chemicals demand increased by approximately 5%, reaching approximately 151,000 metric tons, with close to 43% supplied by Chilean producers. We expect applications related to energy storage to continue driving demand in the coming years.
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Lithium: Our Products
We produce lithium carbonate at our Salar del Carmen facilities, near Antofagasta, Chile, from solutions with high concentrations of lithium, in the form of lithium chloride, as a byproduct of the potassium chloride production at the Salar de Atacama. The annual production capacity of our lithium carbonate plant is 48,000 metric tons per year. We also sell the lithium chloride solutions that we produce at the Salar de Atacama. We believe that the technologies we use, together with the high concentrations of lithium and unique characteristics of the Salar de Atacama, such as high evaporation rate and concentration of other minerals, allow us to be one of the lowest cost producers worldwide.
We also produce lithium hydroxide at our facilities at the Salar del Carmen, next to the lithium carbonate operation. The lithium hydroxide facility has a production capacity of 6,000 metric tons per year and is one of the largest plants in the world.
The following table shows our total sales volumes and revenues from lithium carbonate and its derivatives for 2015, 2014 and 2013:
| 2015 | 2014 | 2013 | ||||||||||
| Sales volumes (Th. MT) | ||||||||||||
| Lithium and derivatives | 38.7 | 39.5 | 36.1 | |||||||||
| Total revenues (in US$ millions) | 223.0 | 206.8 | 196.5 | |||||||||
Our revenues in 2015 were US$223.0 million, an 8.0% increase from US$206.8 million in 2014, due to higher prices. The average price for 2015 was approximately 10% higher than the average price in 2014, as global demand growth outpaced supply growth.
Lithium: Marketing and Customers
In 2015, we sold our lithium products to over 210 customers in around 50 countries, and most of our sales were exports. No single customer accounted for more than 10% of our lithium revenues in 2015. Our ten largest customers accounted in aggregate for approximately 58% of revenues. Only one supplier accounted for over 10% of the cost of sales of this business line, accounting for approximately 16% of the cost of sales.
The following table shows the geographical breakdown of our revenues for 2015, 2014 and 2013:
| Revenues breakdown | 2015 | 2014 | 2013 | |||||||||
| North America | 11 | % | 11 | % | 12 | % | ||||||
| Europe | 21 | % | 22 | % | 25 | % | ||||||
| Central and South America | 1 | % | 1 | % | 2 | % | ||||||
| Asia and Others | 67 | % | 66 | % | 62 | % | ||||||
We sell lithium carbonate and lithium hydroxide through our own worldwide network of representative offices and through our sales, support and distribution affiliates. We maintain inventories of these products at our facilities throughout the world to facilitate prompt delivery to customers. Sales of lithium carbonate, lithium hydroxide and lithium chloride solutions are made pursuant to spot purchase orders or within the framework of supply agreements. Supply agreements generally specify annual minimum and maximum purchase commitments, and prices are adjusted periodically, according to prevailing market prices.
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Lithium: Competition
Our main competitors in the lithium carbonate and lithium hydroxide businesses are Albemarle, which, according to our estimates, has a market share of approximately 20%, and FMC Corporation (“FMC”), which has an estimated market share of approximately 12%. In addition, there are at least ten lithium producers in China that, together, supplied approximately 40% of the world market in 2015. These producers can be divided according to the type of raw material they use: brines (8%) or hard rock (32%). A significant portion of the hard rock that is processed in China is imported from Australia. The largest producer in China is Sichuan Tianqi Lithium Industries (“Tianqi”). Albemarle produces lithium carbonate at its operations in Chile and in Nevada, United States. Its production of downstream lithium products is mostly performed in the United States, Germany and Taiwan. Albemarle and Tianqi are 49%/51% partners in Talison Lithium Pty Ltd., an Australian company that produces lithium mineral concentrate in Western Australia. FMC has production facilities in Argentina through Minera del Altiplano S.A., where it produces lithium chloride and lithium carbonate. Production of its downstream lithium products is mostly performed in the United States and the United Kingdom. Orocobre Ltd. began lithium carbonate production in Argentina in April 2015. Although Orocobre only had a market share of 1% in 2015, this market share is expected to increase in 2016.
We believe that lithium production will increase in the near future, balancing the expected growth in demand. Recently, a number of new projects to develop lithium deposits have been announced recently. Some of these projects are already under advanced development and others could materialize in the medium term.
Potassium
We produce potassium chloride and potassium sulfate by extracting brines from the Salar de Atacama that are rich in potassium chloride and other salts.
Since 2009, our effective end product capacity has increased to over 2 million metric tons per year, granting us improved flexibility and market coverage.
In 2015, our potassium chloride and potassium sulfate revenues amounted to US$430.2 million, representing 25% of our total revenues and a 26.4% decrease compared to 2014.
Potassium is one of the three macronutrients that a plant needs to develop. Although potassium does not form part of a plant’s structure, it is essential to the development of its basic functions. Potassium chloride is the most commonly used potassium-based fertilizer. It is used to fertilize crops that can tolerate relatively high levels of chloride, and to fertilize crops that are grown under conditions with sufficient rainfall or irrigation practices that prevent chloride from accumulating to excess levels in the rooting systems of the plant.
Some benefits that may be obtained through the use of potassium are:
| · | increased yield and quality; |
| · | increased production of proteins; |
| · | increased photosynthesis; |
| · | intensified transport and storage of assimilates; |
| · | prolonged and more intense assimilation period; |
| · | improved water efficiency; |
| · | regulated opening and closure of stomata; and |
| · | synthesis of lycopene. |
Potassium chloride is also an important component for our specialty plant nutrition product line, where it is used as a raw material to produce potassium nitrate.
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Potassium: Market
During the last decade, growth in demand for potassium chloride, and for fertilizers in general, has been driven by several key factors, such as a growing world population, higher demand for protein-based diets and less arable land. All of these factors contribute to fertilizer demand growth as a result of efforts to maximize crop yields and use resources more efficiently. For the last ten years, the compound annual growth for the global potassium chloride market was approximately 1% to 2%, although demand decreased in 2015. We estimate that demand totaled approximately 57 to 58 million metric tons, a decrease of approximately 11% with respect to 2014. This decrease was mainly the result of lower commodity crop prices. Demand was also impacted by economic uncertainty, which led to currency devaluation in many markets. The weaker demand was also reflected in prices, which decreased throughout the year.
According to studies prepared by the International Fertilizer Industry Association, cereals account for approximately 37% of world potassium consumption, including corn (15%), rice (12%) and wheat (6%). Oilseeds, predominantly soybeans and palm oil, represent approximately 20% of total potassium demand. Fruits and vegetables account for around 17% of world potassium demand, and sugar crops account for close to 8%.
Potassium: Our Products
Potassium chloride differs from our specialty plant nutrition products because it is a commodity fertilizer and contains chloride. We offer potassium chloride in two grades: standard and compacted. Potassium sulfate is considered a specialty fertilizer and we offer this product in soluble grades.
The following table shows our sales volumes of and revenues from potassium chloride and potassium sulfate for 2015, 2014 and 2013:
| 2015 | 2014 | 2013 | ||||||||||
| Sales volumes (Th. MT) | ||||||||||||
| Potassium chloride and potassium sulfate | 1,241.8 | 1,556.2 | 1,434.9 | |||||||||
| Total revenues (in US$ millions) | 430.2 | 584.3 | 606.3 | |||||||||
Potassium: Marketing and Customers
In 2015, we sold potassium chloride and potassium sulfate in over 70 countries. No single customer accounted for more than 11% of our revenues of potassium chloride and potassium sulfate in 2015, and we estimate that our ten largest customers accounted in the aggregate for approximately 46% of such revenues. One supplier accounted for more than 10% of the cost of sales of this business line, accounting for approximately 14% of the cost of sales for the business line.
The following table shows the geographical breakdown of our revenues for 2015, 2014 and 2013:
| Revenues breakdown | 2015 | 2014 | 2013 | |||||||||
| North America | 22 | % | 23 | % | 17 | % | ||||||
| Europe | 12 | % | 13 | % | 16 | % | ||||||
| Central and South America | 42 | % | 45 | % | 44 | % | ||||||
| Asia and Others | 24 | % | 19 | % | 23 | % | ||||||
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Potassium: Competition
We estimate that we accounted for less than 3% of global sales of potassium chloride in 2014. Our main competitors are Uralkali, PCS, Belaruskali and Mosaic. We estimate that in 2014, Uralkali accounted for approximately 19% of global sales, PCS accounted for approximately 16% of global sales, Mosaic 15% of global sales and Belaruskali accounted for approximately 14% of global sales.
In the potassium sulfate market, we have several competitors, of which the most important are K+S KALI GmbH (Germany), Tessenderlo Chemie (Belgium) and Great Salt Lake Minerals Corp. (United States). We estimate that these three producers account for approximately 30% of the worldwide production of potassium sulfate. SQM accounts for less than 2% of global production.
Industrial Chemicals
In addition to producing sodium and potassium nitrate for agricultural applications, we produce different grades of these products for industrial applications. The different grades differ mainly in their chemical purity. We enjoy certain operational flexibility when producing industrial nitrates, because they are produced from the same process as their equivalent agricultural grades, needing only an additional step of purification. We may, with certain constraints, shift production from one grade to the other depending on market conditions. This flexibility allows us to maximize yields and to reduce commercial risk.
In addition to producing industrial nitrates, we produce, market and sell industrial-grade potassium chloride.
In 2015, our revenues from industrial chemicals were US$97.1 million, representing approximately 6% of our total revenues for that year.
Industrial Chemicals: Market
Industrial sodium and potassium nitrates are used in a wide range of industrial applications, including the production of glass, ceramics, explosives, charcoal briquettes, metal treatments and various chemical processes.
In addition, this product line has also experienced growth from the use of industrial nitrates as thermal storage in concentrated solar power plants (commonly known as “CSP”). Solar salts for this specific application contain a blend of 60% sodium nitrate and 40% potassium nitrate by weight ratio used as a storage and heat transfer medium. Unlike traditional photovoltaic plants, these new plants use a “thermal battery” that contains molten sodium nitrate and potassium nitrate, which store the heat collected during the day. The salts are heated up during the day, while the plants are operating under direct sunlight, and at night they release the solar energy that they have captured, allowing the plants to operate even during hours of darkness. Another difference with the photovoltaic technology is that CSP plants are of large scale and only take a few years between the development stage and the commercial operation date. Their development is mainly driven by implementation of renewable programs deployed by different governments worldwide and programs to reduce carbon dioxide emissions, along with demand for electricity generation. This market fluctuates according to these factors and is based on long-term agreements. During 2016 and the following years, we expect to see a recovery in the demand for these salts as a result of the development of CSP power plants in markets such as northern Africa, the Middle East, South Africa and Chile. These markets are new. When development of this industry began, the main markets were Spain and the United States.
Industrial-grade potassium chloride is used as an additive in oil drilling as well as in food processing, among other applications.
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Industrial Chemicals: Our Products
The following table shows our sales volumes of industrial chemicals and total revenues for 2015, 2014 and 2013:
| 2015 | 2014 | 2013 | ||||||||||
| Sales volumes (Th. MT) | ||||||||||||
| Industrial chemicals | 126.1 | 125.5 | 175.5 | |||||||||
| Total revenues (in US$ millions) | 97.1 | 101.9 | 154.0 | |||||||||
Revenues for industrial chemicals decreased from US$101.9 million in 2014 to US$97.1 million in 2015, as a result of lower average prices in this business line.
Industrial Chemicals: Marketing and Customers
We sold our industrial nitrate products in over 50 countries in 2015. One customer accounted for more than 10% of our revenues of industrial chemicals in 2015, accounting for approximately 22%, and our ten largest customers accounted in the aggregate for approximately 49% of such revenues. No supplier accounted for more than 48% of the cost of sales of this business line.
The following table shows the geographical breakdown of our revenues for 2015, 2014 and 2013:
| Revenues breakdown | 2015 | 2014 | 2013 | |||||||||
| North America | 31 | % | 32 | % | 45 | % | ||||||
| Europe | 15 | % | 37 | % | 34 | % | ||||||
| Central and South America | 11 | % | 14 | % | 12 | % | ||||||
| Asia and Others | 43 | % | 17 | % | 9 | % | ||||||
We sell our industrial chemical products mainly through our own worldwide network of representative offices and through our sales and distribution affiliates. We maintain inventories of our different grades of sodium nitrate and potassium nitrate products at our facilities in Europe, North America, South Africa, Asia and South America to achieve prompt deliveries to customers. Our Research and Development department, together with our foreign affiliates, provides technical support to our customers and continuously works with them to develop new products or applications for our products.
Industrial Chemicals: Competition
We believe we are the world’s largest producer of industrial sodium and potassium nitrate. In the case of industrial sodium nitrate, we estimate that our sales represented close to 39% of world demand in 2015 (excluding internal demand for China and India, for which we believe reliable estimates are not available). Our competitors are mainly based in Europe and Asia, producing sodium nitrate as a by-product of other production processes. In refined grade sodium nitrate, BASF AG, a German corporation and several producers in China and Eastern Europe are highly competitive in the European and Asian markets. Our industrial sodium nitrate products also compete indirectly with substitute chemicals, including sodium carbonate, sodium sulfate, calcium nitrate and ammonium nitrate, which may be used in certain applications instead of sodium nitrate and are available from a large number of producers worldwide.
Our main competitor in the industrial potassium nitrate business is Haifa Chemicals, which we estimate had a market share of 22%. We estimate that our market share was approximately 28% for 2015.
In the solar salts business, we believe we have been the market leader since we started selling to commercial projects in 2007. Our competitors include Haifa, with its potassium nitrate supply, and BASF AG, with its sodium nitrate.
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Producers compete in the market for industrial sodium and potassium nitrate based on reliability, product quality, price and customer service. We believe that we are a low cost producer of both products and are able to produce high quality products.
In the potassium chloride market, we are a relatively small producer, mainly supplying regional needs.
Other Products
A large part of our other revenue is related to fertilizer trading, usually commodities. These fertilizers are traded in large volumes worldwide. We have developed a trade, supply and inventory management business that allows us to respond quickly and effectively to the changing fertilizer market in which we operate and profit on these trades.
Production Process
Our integrated production process can be classified according to our natural resources:
| · | caliche ore deposits, which contain nitrates, iodine and potassium; and |
| · | brines from the Salar de Atacama, which contain potassium, lithium, sulfate, boron and magnesium. |
Caliche Ore Deposits
Caliche ore deposits are located in northern Chile. During 2015, we operated two mines in this region: Pedro de Valdivia and Nueva Victoria. In November 2015, mining and nitrate operations at Pedro de Valdivia were suspended, and iodine production was reduced at the Pedro de Valdivia site, in order to take advantage of the highly efficient production facilities at Nueva Victoria. Mining operations at the Pampa Blanca site and the El Toco mine (which is part of the María Elena site) were suspended in March 2010 and November 2013, respectively, in an effort to optimize our production facilities with lower production costs.
Caliche ore is found under a layer of barren overburden in seams with variable thickness from 20 centimeters to five meters, and with the overburden varying in thickness between 50 centimeters and 1.5 meters.
Before proper mining begins, the exploration stage is carried out, including complete geological reconnaissance, sampling and drilling caliche ore to determine the quality and characteristics of each deposit. Drill-hole samples are properly identified and tested at our chemical laboratories. With the exploration information on a closed grid pattern of drill holes, the ore evaluation stage provides information for mine planning purposes. Mine planning is done on a long-term basis (ten years), medium-term basis (three years) and short-term basis (one year). Once all of this information has been compiled, detailed planning for the exploitation of the mine takes place.
The mining process generally begins with bulldozers first ripping and removing the overburden in the mining area. This process is followed by production drilling and blasting to break the caliche seams. Front-end loaders load the ore onto off-road trucks, which take it to be processed.
At the Nueva Victoria site, the run of mine ore is loaded in heaps and leached with water to produce concentrated solutions containing nitrate, iodine and potassium. These solutions are then sent to plants where iodine is extracted through both solvent-extraction and blow out processes. The remaining solutions are subsequently sent to solar evaporation ponds where the solutions are evaporated and rich nitrate salts are produced. These concentrated nitrate salts are then sent to Coya Sur where they are used to produce potassium nitrate.
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At the Pedro de Valdivia mine, trucks delivered the ore to stockpiles next to rail loading stations until operations were suspended in November 2015. The stockpiled ore was later loaded onto railcars that take the mineral to the processing facilities, where it was crushed and leached in vats in order to produce concentrated solutions containing nitrate and iodine.
Currently, the Pedro de Valdivia and María Elena sites continue to generate solutions that are produced by leaching the mine tailings. These solutions are treated at the iodide plants at María Elena and Pedro de Valdivia. The iodide that is produced at the María Elena plant is subsequently sent to Pedro de Valdivia in order to produce prilled iodine. After iodide is obtained at both plants, the remaining solutions, which are rich in nitrate and potassium, are sent to the solar evaporation ponds at Coya Sur in order to be used in the production of potassium nitrate.
Caliche Ore-Derived Products
Caliche ore-derived products are: sodium nitrate, potassium nitrate, sodium potassium nitrate and iodine.
Sodium Nitrate
During 2015, sodium nitrate for both agricultural and industrial applications was produced at the Pedro de Valdivia facility and subsequently processed at the Coya Sur plants. At the Pedro de Valdivia facility, until November 2015, the caliche ore was crushed, creating two products: a coarse fraction and a fine fraction. The coarse fraction was processed using the Guggenheim method, which was originally patented in 1921 and is based on a closed-circuit method of leaching vats. This process used heated brines to leach the crushed caliche in vats and selectively dissolve the contents. The concentrated solution was then cooled, producing sodium nitrate crystals, which could then be separated from the brine using basket centrifuges. After the crystallization and separation processes, the nitrate crystals were sent to the processing plant, and the brine was pumped to the iodine facilities, where the iodide was separated in a solvent extraction plant. Finally, the brine was returned to the vat leaching process.
The fine fraction from the caliche crushing process was leached at ambient temperature with water, producing a solution that was pumped to a fines pond. After going through a separation process, the solution was pumped to the iodine facilities. After a solvent extraction process, the brine was pumped to solar evaporation ponds in Coya Sur, 15 km south of María Elena, for the concentration of nitrates.
In preparation for the suspension of nitrates operations at Pedro de Valdivia, we had increased our sodium nitrate inventory levels. As of December 2015, we had approximately 700,000 tons of crystallized sodium nitrate in inventory, which will provide us with enough sodium nitrate to produce finished nitrates for approximately three years. For subsequent production, we are in the process of adapting the crystallization plant at Pedro de Valdivia to be able to produce sodium nitrate using nitrate salts from our Nueva Victoria facility.
Crystallized sodium nitrate is an intermediate product that is subsequently processed further at the Coya Sur production plants to produce sodium nitrate, potassium nitrate and sodium potassium nitrate in different chemical and physical qualities, including crystallized and prilled products. Finally, the products are transported by railway or truck to our port facilities in Tocopilla for shipping to customers and distributors worldwide.
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Potassium Nitrate
Potassium nitrate is produced at our Coya Sur facility using a production process developed by us. The brines generated by the leaching processes at Pedro de Valdivia and María Elena are pumped to Coya Sur’s solar evaporation ponds for a nitrate concentration process. After the nitrate concentration process, the brine is pumped to a conversion plant where potassium salts from the Salar de Atacama and nitrate and potassium salts produced at Nueva Victoria or Coya Sur, are added. A chemical reaction begins, producing brine with dissolved potassium nitrate. This brine is pumped to a crystallization plant, which crystallizes the potassium nitrate by cooling it and separating it from the liquid by centrifuge.
Our current potassium nitrate production capacity at Coya Sur is approximately 1,000,000 metric tons per year. Since the end of 2013, we have been working with external advisors to implement the “lean” method of manufacturing in our potassium nitrate plants. We achieved complete implementation of this method of manufacturing during 2015. The improvements we have achieved have enabled us to reduce costs, improve energy consumption, increase the production of potassium nitrate and decrease our accident rates. This method is based on increasing the involvement of our workers in decision-making, and strengthening the leadership of our production supervisors. The goal is to identify opportunities to improve the production process and reduce waste on an ongoing basis.
The potassium nitrate produced in crystallized or prilled form at Coya Sur has been certified by TÜV-Rheiland under the quality standard ISO 9001:2008. The potassium nitrate produced at Coya Sur is transported to Tocopilla for shipping and delivery to customers and distributors.
Sodium Potassium Nitrate
Sodium potassium nitrate is a mixture of approximately two parts sodium nitrate per one part potassium nitrate. We produce sodium potassium nitrate at our Coya Sur prilling facilities using standard, non-patented production methods we have developed. Crystallized sodium nitrate is mixed with the crystallized potassium nitrate to make sodium potassium nitrate, which is then prilled. The prilled sodium potassium nitrate is transported to Tocopilla for bulk shipment to customers.
The production process for sodium potassium nitrate is basically the same as that for sodium nitrate and potassium nitrate. With certain production restraints and following market conditions, we may supply sodium nitrate, potassium nitrate or sodium potassium nitrate, either in prilled or crystallized form.
Iodine and Iodine Derivatives
During 2015, we produced iodine at our facilities at Nueva Victoria (including the Iris facility) Pedro de Valdivia and María Elena. Iodine is extracted from solutions produced by leaching caliche ore.
As in the case of nitrates, the process of extracting iodine from the caliche ore is well established, but variations in the iodine and other chemical contents of the treated ore and other operating parameters require a high level of know-how to manage the process effectively and efficiently. In May 2015, we began the implementation of the “lean” method at our plants at Nueva Victoria. Similar to our experience at Coya Sur, we have been able to achieve significant improvements in terms of costs and production efficiency.
The solutions resulting from the leaching of caliche carry iodine in iodate form. Part of the iodate solution is reduced to iodide using sulfur dioxide, which is produced by burning sulfur. The resulting iodide is combined with the rest of the untreated iodate solution to release elemental iodine in low concentrations. The iodine is then extracted from the aqueous solutions and concentrated as iodide form using a solvent extraction and stripping plant in the Pedro de Valdivia and Nueva Victoria facilities and using a blow out plant in Iris. The concentrated iodide is oxidized to solid iodine, which is then refined through a smelting process and prilled. We have obtained patents in the United States and Chile (Chilean patent number 47,080) for our iodine prilling process.
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Prilled iodine is tested for quality control purposes, using international standard procedures that we have implemented. It is then packed in 20 to 50 kilogram drums or 350 to 700 kilogram maxibags and transported by truck to Antofagasta, Mejillones, or Iquique for export. Our iodine and iodine derivatives production facilities have qualified under the ISO-9001:2008 program, providing third-party certification—by TÜV-Rheiland—of the quality management system. The last recertification process was approved in February 2011. Iodine from the Iris plant was certified under ISO-9001:2008 in April 2012.
Our total iodine production in 2015 was 10,309 metric tons: 7,462 metric tons from Nueva Victoria and Iris; 2,752 metric tons from Pedro de Valdivia; and 95 metric tons from María Elena. Nueva Victoria is also equipped to toll iodine from iodide delivered from our other facilities. We have the flexibility to adjust our production according to market conditions. Following the production facility restructuring at Pedro de Valdivia and Nueva Victoria announced in 2015, our total current effective production capacity at our iodine production plants is approximately 10,000 metric tons per year.
We use a portion of the iodine we produce to manufacture inorganic iodine derivatives, which are intermediate products used for manufacturing agricultural and nutritional applications, at facilities located near Santiago, Chile. We also produce inorganic and organic iodine derivative products together with Ajay, which purchases iodine from us. In the past, we have primarily sold our iodine derivative products in South America, Africa and Asia, while Ajay and its affiliates have primarily sold their iodine derivative products in North America and Europe.
In September 2010, CONAMA, currently known as the Environmental Evaluation Service, approved the environmental study of our Pampa Hermosa project in the Tarapacá Region of Chile. This approval allows us to increase the production capacity of our Nueva Victoria operations to 11,000 metric tons of iodine per year and to produce up to 1.2 million metric tons of nitrates, mine up to 33 million metric tons of caliche per year and use new water rights of up to 570.8 liters per second. In recent years, we have made investments in order to increase the water capacity in the Nueva Victoria operations from two water sources approved by the environmental study of Pampa Hermosa, expand the capacity of solar evaporation ponds, and implement new areas of mining and collection of solutions. Our current production capacity at Nueva Victoria is approximately 9,000 metric tons per year of iodine (including the Iris operations) and 700,000 metric tons per year of nitrates. Additional expansions may be done from time to time in the future, depending on market conditions.
In October 2013, the Environmental Evaluation Service approved the Pampa Blanca Environmental Impact Study, to increase our caliche ore extraction in the Antofagasta Region in order to increase production capacity of iodine by 10,000 tons and nitrates by 1.3 million tons. The project also requested permission to build a pipeline from the Pacific Ocean to the mining site. Operations at Pampa Blanca were suspended in March 2010.
Salar de Atacama Brine Deposits
The Salar de Atacama, located approximately 250 kilometers east of Antofagasta, is a salt-encrusted depression in the Atacama Desert, within which lies an underground deposit of brines contained in porous sodium chloride rock fed by an underground inflow from the Andes mountains. The brines are estimated to cover a surface of approximately 2,800 square kilometers and contain commercially exploitable deposits of potassium, lithium, sulfates and boron. Concentrations vary at different locations throughout the Salar de Atacama. Our production rights to the Salar de Atacama are pursuant to the Lease Agreement, which expires in 2030. The Lease Agreement permits the CCHEN to establish a total accumulated extraction limit of 180,100 tons of lithium (958,672 tons of lithium carbonate equivalent) in the aggregate for all periods.
Brines are pumped from depths of 1.5 to 60 meters below surface, through a field of wells that are located in areas of the Salar de Atacama that contain relatively high concentrations of potassium, lithium, sulfate, boron and other minerals.
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Products Derived from the Salar de Atacama Brines
The products derived from the Salar de Atacama brines are: potassium chloride, potassium sulfate, lithium carbonate, lithium hydroxide, lithium chloride, boric acid and bischofite (magnesium chloride).
Potassium Chloride
We use potassium chloride in the production of potassium nitrate. Production of our own supplies of potassium chloride provides us with substantial raw material cost savings. We also sell potassium chloride to third parties, primarily as a commodity fertilizer.
In order to produce potassium chloride, brines from the Salar de Atacama are pumped to solar evaporation ponds. Evaporation of the brines results in a complex crystallized mixture of salts of potassium, sodium and magnesium. Waste sodium chloride salts are removed by precipitation. After further evaporation, the sodium and potassium salts are harvested and sent for treatment at one of the potassium chloride plants where potassium chloride is separated by a grinding, flotation, and filtering process. Potassium salts also containing magnesium are harvested and sent for treatment at one of the cold leach plants where magnesium is removed. Potassium chloride is transported approximately 300 kilometers to our Coya Sur facilities via a dedicated truck transport system, where it is used in the production of potassium nitrate. We sell potassium chloride produced at the Salar de Atacama in excess of our needs to third parties. All of our potassium-related plants in the Salar de Atacama currently have nominal production capacity in excess of up to 2.6 million metric tons per year. Actual production capacity depends on volume, metallurgical recovery rates and quality of the mining resources pumped from the Salar de Atacama.
The by-products of the potassium chloride production process are (i) brines remaining after removal of the potassium chloride, which are used to produce lithium carbonate as described below, with the excess amount being reinjected into the Salar de Atacama; (ii) sodium chloride, which is similar to the surface material of the Salar de Atacama and is deposited at sites near the production facility and (iii) other salts containing magnesium chloride.
Lithium Carbonate and Lithium Chloride
After the production of potassium chloride, a portion of the brines remaining is sent to additional solar concentration ponds adjacent to the potassium chloride production facility. Following further evaporation, the remaining concentrated solution of lithium chloride is transported by truck to a production facility located near Antofagasta, approximately 230 kilometers from the Salar de Atacama. At the production facility, the solution is purified and treated with sodium carbonate to produce lithium carbonate, which is dried and then, if necessary, compacted and finally packaged for shipment. A portion of this purified lithium chloride solution is packaged and shipped to customers. The production capacity of our lithium carbonate facility is approximately 48,000 metric tons per year. Future production will depend on the actual volumes and quality of the lithium solutions sent by the Salar de Atacama operations, as well as prevailing market conditions. Our future production is also subject to the extraction limit of 180,100 tons of lithium (958,672 tons of lithium carbonate equivalent) in the aggregate for all periods of the Lease Agreement mentioned above.
Our lithium carbonate production quality assurance program has been certified by TÜV-Rheiland under ISO 9001:2000 since 2005 and under ISO 9001:2008 since October 2009.
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Lithium Hydroxide
Lithium carbonate is sold to customers, and we also use it as a raw material for our lithium hydroxide facility, which started operations at the end of 2005. This facility has a production capacity of 6,000 metric tons per year and is located in the Salar del Carmen, adjacent to our lithium carbonate operations. In the production process, lithium carbonate is reacted with a lime solution to produce lithium hydroxide brine and calcium carbonate salt, which is filtered and piled in reservoirs. The brine is evaporated in a multiple effect evaporator and crystallized to produce the lithium hydroxide, which is dried and packaged for shipment to customers.
Our lithium hydroxide production quality assurance program has been certified by TÜV-Rheiland under ISO 9001:2000 since 2007 and under ISO 9001:2008 since October 2009.
Potassium Sulfate and Boric Acid
Approximately 12 kilometers northeast of the potassium chloride facilities at the Salar de Atacama, we use the brines from the Salar de Atacama to produce potassium sulfate, potassium chloride (as a by-product of the potassium sulfate process) and, depending on market conditions, boric acid. The plant is located in an area of the Salar de Atacama where high sulfate and potassium concentrations are found in the brines. Brines are pumped to pre-concentration solar evaporation ponds where waste sodium chloride salts are removed by precipitation. After further evaporation, the sulfate and potassium salts are harvested and sent for treatment at the potassium sulfate plant. Potassium sulfate is produced using flotation, concentration and reaction processes, after which it is crystallized, dried and packaged for shipment.
Production capacity for the potassium sulfate plant is approximately 340,000 metric tons per year, of which approximately 95,000 metric tons correspond to potassium chloride production as by product of the potassium sulfate process. This capacity is part of the total nominal plant capacity of 2.6 million metric tons per year. In our dual plant complex we may switch, to some extent, between potassium chloride and potassium sulfate production. Part of the pond system in this area is also used to process potassium chloride brines extracted from the low sulfate concentration areas found in the salar.
The principal by-products of the production of potassium sulfate are: (i) non-commercial sodium chloride, which is deposited at sites near the production facility and (ii) remaining solutions, which are re-injected into the Salar de Atacama or returned to the evaporation ponds. The principal by-products of the boric acid production process are remaining solutions that are treated with sodium carbonate to neutralize acidity and then are reinjected into the Salar de Atacama.
Raw Materials
The main raw material that we require in the production of nitrate and iodine is caliche ore, which is obtained from our surface mines. The main raw material in the production of potassium chloride, lithium carbonate and potassium sulfate is the brine extracted from our operations at the Salar de Atacama.
Other important raw materials are sodium carbonate (used for lithium carbonate production and for the neutralization of iodine solutions), sulfuric acid, kerosene, anti-caking and anti-dust agents, ammonium nitrate (used for the preparation of explosives in the mining operations), woven bags for packaging our final products, electricity acquired from electric utilities companies, and liquefied natural gas and fuel oil for heat generation. Our raw material costs (excluding caliche ore and salar brines and including energy) represented approximately 19% of our cost of sales in 2015.
We have several electricity supply agreements signed with major producers in Chile, which are within the contract terms. We also have an electricity supply contract in effect until 2030 to consolidate our supply needs. We have been connected to the northern power grid in Chile, which currently supplies electricity to most cities and industrial facilities in northern Chile, since April 2000.
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For the supply of liquefied natural gas, in 2013 and 2014 we had a contract with Solgas. For 2015 and 2016, we executed a supply contract with Endesa, primarily to serve our operations at the Salar del Carmen and Coya Sur.
We obtain ammonium nitrate, sulfuric acid, kerosene and soda ash from several large suppliers, mainly in Chile and the United States, under long-term contracts or general agreements, some of which contain provisions for annual revisions of prices, quantities and deliveries. Diesel fuel is obtained under contracts that provide fuel at international market prices.
We believe that all of our contracts and agreements with third-party suppliers with respect to our main raw materials contain standard and customary commercial terms and conditions.
Water Supply
We hold water rights for the supply of surface and subterranean water near our production facilities. The main sources of water for our nitrate and iodine facilities at Pedro de Valdivia, María Elena and Coya Sur are the Loa and San Salvador rivers, which run near our production facilities. Water for our Nueva Victoria and Salar de Atacama facilities is obtained from wells near the production facilities. In addition, we buy water from third parties for our production processes at the Salar del Carmen lithium carbonate and lithium hydroxide plants, and we also purchase potable water from local utility companies. We have not experienced significant difficulties obtaining the necessary water to conduct our operations.
Government Regulations
Regulations in Chile Generally
We are subject to the full range of government regulations and supervision generally applicable to companies engaged in business in Chile, including labor laws, social security laws, public health laws, consumer protection laws, tax laws, environmental laws, free competition laws, securities laws and anti-trust laws. These include regulations to ensure sanitary and safety conditions in manufacturing plants.
We conduct our mining operations pursuant to judicial exploration concessions and exploitation concessions granted pursuant to applicable Chilean law. Exploitation concessions essentially grant a perpetual right (with the exception of the Salar de Atacama rights, which have been leased to us until 2030) to conduct mining operations in the areas covered by such concessions, provided that annual concession fees are paid. Exploration concessions permit us to explore for mineral resources on the land covered thereby for a specified period of time, and to subsequently request a corresponding exploitation concession.
Under Law No. 16,319 that created the Chilean Nuclear Energy Commission (Comisión Chilena de Energía Nuclear or “CCHEN”), we have an obligation to the CCHEN regarding the exploitation and sale of lithium from the Salar de Atacama, which prohibits the use of lithium for nuclear fusion. In addition, CCHEN has imposed annual quotas that limit the total tonnage of lithium authorized to be sold.
We also hold water use rights granted by the respective administrative authorities and which enable us to have a supply of water from rivers or wells near our production facilities sufficient to meet our current operating requirements. See “Item 3.D. Risk Factors”. The Water Code and related regulations are subject to change, which could have a material adverse impact on our business, financial condition and results of operations. For example, Law No. 20,017, published in 2005, modified the Chilean laws relating to water rights and established that, under certain conditions, permanent water use rights of up to two liters per second for each well built prior to June 30, 2004, may be constituted in the areas where we conduct our mining operations. In promoting the constitution of these new water rights, the law does not consider the availability of water, or how the new rights may affect holders of existing rights. Therefore, the amount of water we can effectively extract based on our existing rights could be reduced if these additional rights are exercised. These and other potential future changes to Chilean laws relating to water rights could have a material adverse impact on our business, financial condition and results of operations.
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We operate port facilities at Tocopilla, Chile for the shipment of products and the delivery of raw materials in conformity with maritime concessions, which have been granted by the respective administrative authority. These concessions are normally renewable on application, provided that such facilities are used as authorized and annual concession fees are paid.
In 2005, Law No. 20,026, known as the Law to Establish a Specific Tax on Mining Activity” (Ley que Establece un Impuesto Específico a la Actividad Minera or the “Royalty Law”), established a royalty tax to be applied to mining activities developed in Chile. In 2010, modifications were made to the law and taxes were increased.
In 2012, new modifications to the tax laws were enacted to set the corporate tax rate at 20% for companies like SQM.
On September 29, 2014, Law No. 20,780 was published (the “Tax Reform”), introducing significant changes to the Chilean taxation system and strengthening the powers of the SII to control and prevent tax avoidance. Subsequently, on February 8, 2016, Law No. 20,899 that simplifies the income tax system and modifies other legal tax provisions was published. As a result of these reforms, open stock corporations, like SQM, are subject to the partially integrated shareholder tax regime (sistema parcialmente integrado). The corporate tax rate applicable to us increased gradually from 20% to 24% in 2016. It will increase to 25.5% in 2017 and increase to a maximum rate of 27% in 2018.
The Tax Reform tax increase prompted a US$52.3 million increase in our deferred tax liabilities as of December 31, 2014. In accordance with IAS 12, the effects generated by the change in the income tax rate approved by Law No. 20.780 on income and deferred taxes were applied to the income statement. For purposes of the Company’s statutory consolidated financial statements filed with the SVS, in accordance with the instructions issued by the SVS in its circular 856 of October 17, 2014, the effects generated by the change in the income tax rate were accounted for as retained earnings. The amount charged to equity as of December 31, 2014 was US$52.3 million, thereby giving rise to a difference of US$52.3 million in profit for the year and income tax expense as presented in the Company’s Audited Consolidated Financial Statements compared with profit and income tax expense as presented in the Company’s statutory consolidated financial statements filed with the SVS.
Given the difference in accounting treatments between IFRS and the instructions of the SVS, we will continue to analyze the effects of the Tax Reform on our financial statements and reporting obligations, and we cannot be sure of how our future financial statements will reflect these changes.
The Chilean government may again decide to levy additional taxes on mining companies or other corporations in Chile, and such taxes could have a material adverse impact on our business, financial condition and results of operations.
In 2006, the Chilean Congress amended the Labor Code, and effective January 15, 2007, changes were made affecting companies that hire subcontractors to provide certain services. This new law, known as the Subcontracting Law (Ley de Subcontratación), further amends the Labor Accidents Law No. 16,744 to provide that when a serious accident in the workplace occurs, the company in charge of such workplace must halt work at the site where the accident took place until authorities from the National Geology and Mining Service (Servicio Nacional de Geología y Minería or “Sernageomin”), the Labor Board, or the National Health Service inspect the site and prescribe the measures such company must take to minimize the risk of similar accidents taking place in the future. Work may not be resumed until the respective company has taken the prescribed measures, and the period of time before work may be resumed may last for a number of hours, days, or longer. The application of this law could have a material adverse effect on our business, financial condition and results of operations.
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On December 2, 2009, Law No. 20,393 went into effect, establishing criminal liability for legal entities, for the crimes of (a) asset laundering, (b) financing terrorism and (c) bribery. Such criminal liability applies to legal entities for the aforementioned crimes where such crimes are committed directly or indirectly in benefit of such legal entity, by the legal entity’s owners, controllers, representatives or principal executives, to the extent to which the commission of the crime is a consequence of the legal entity’s failure to fulfill its management and supervisory obligations. The law establishes that the company has fulfilled such obligations when it has adopted and implemented a prevention model for such crimes.
On January 1, 2010, Law No. 20,382 went into effect, introducing modifications to the Securities Law and Law No. 18,046 on Corporations (Ley de Sociedades Anónimas or the “Chilean Corporations Act”). The new law regulates corporate governance and, in general, seeks to improve such matters as the professionalization of senior management at corporations, the transparency of information, and the detection and resolution of possible conflicts of interest. The law also establishes the requirement of at least one independent director for certain corporations, including SQM. Such director must be a member of the Directors’ Committee, a position which, in turn, grants the director further supervisory powers. The independent director may be proposed by any shareholder with an ownership interest of 1% or more in a company and must satisfy a series of independence requirements with respect to the company and the company’s competition, providers, customers and majority shareholders. The new law also defines the regulations regarding the information that companies must provide to the general public and to the SVS, as well as regulations relating to the use of inside information, the independence of external auditors, and procedures for the analysis of transactions with related parties.
In 2010, the Chilean Congress amended the Environmental Law to create the Ministry of Environment, the Environmental Evaluation Service (Servicio de Evaluación Ambiental) and the Superintendence for the Environment (Superintendencia del Medio Ambiente or “Superintendence for the Environment”). These changes introduced important amendments to environmental institutions and regulations by setting up new agencies and introducing new provisions and procedures applicable to projects whose operations bear an impact on the environment. The new Ministry designs and implements policies, plans and programs relating to environmental matters as well as to the conservation of Chile’s biodiversity and water and renewable energy resources. In addition, the Ministry is responsible for enacting emission and quality standard regulations, as well as environmental recovery and decontamination plans. The Environmental Evaluation Service plays an active role in the procedures of the Environmental Impact Evaluation System, and it is the administrative body through which large-scale investment projects are evaluated from an environmental standpoint. In general, regarding procedures for obtaining an environmental license, any person, including legal entities and companies, will be allowed to file oppositions and comments. Summary procedures, such as Environmental Impact Statements, allow comments in support or opposition under certain circumstances. Technical reports from governmental agencies are considered to be final. The Superintendence for the Environment is an independent agency which coordinates with other governmental agencies in charge of supervision of investment projects that have been approved through the Environmental Impact Evaluation System. Likewise, it receives, investigates and rules on complaints concerning the infringement of environmental regulations and sanctions violators, delivers injunction orders and levies relevant fines.
There are currently no material legal or administrative proceedings pending against us except as discussed in Note 19.1 to our Consolidated Financial Statements and below under “Safety, Health and Environmental Regulations in Chile.”
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Safety, Health and Environmental Regulations in Chile
Our operations in Chile are subject to both national and local regulations related to safety, health and environmental protection. In Chile, the main regulations on these matters that are applicable to us are the Mine Health and Safety Act of 1989 (Reglamento de Seguridad Minera or the “Mine Health and Safety Act”), the Health Code (Código Sanitario), the Health and Basic Conditions Act of 1999 (Reglamento sobre Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo or the “Health and Basic Conditions Act”), the Subcontracting Law and the Environmental Law of 1994, amended in 2010 (Ley sobre Bases Generales del Medio Ambiente or the “Environmental Law”).
Health and safety at work are fundamental aspects in the management of mining operations, which is why we have made constant efforts to maintain good health and safety conditions for the people working at our mining sites and facilities. In addition to the role played by us in this important matter, the Chilean government has a regulatory role, enacting and enforcing regulations in order to protect and ensure the health and safety of workers. The Chilean government, acting through the Ministry of Health and the Sernageomin, performs health and safety inspections at the mining sites and oversees mining projects, among other tasks, and it has exclusive powers to enforce standards related to environmental conditions and the health and safety of the people performing activities related to mining.
The Mine Health and Safety Act protects workers and nearby communities against health and safety hazards, and it provides for enforcement of the law where compliance has not been achieved. Our Internal Mining Standards (Reglamentos Internos Mineros) establish our obligation to maintain a workplace where safety and health risks are managed appropriately. We must comply with the general provisions of the Health and Basic Conditions Act, our own internal standards and the provisions of the Mine Health and Safety Act. In the event of non-compliance, the Ministry of Health and particularly the Sernageomin are entitled to use their enforcement powers to ensure compliance with the law.
In November 2011, the Ministry of Mining enacted Law No. 20,551 that Regulates the Closure of Mining Sites and Facilities (Ley que Regula el Cierre de Faenas e Instalaciones Mineras). This statute entered in force in November 2012 and required all mining sites to present or update their closure plans as of November 2014. SQM has fulfilled this requirement for all of its mining sites and facilities. The main requirements of the law are related to disclosures to the Sernageomin regarding decommissioning plans for each mining site and its facilities, along with the estimated cost to implement such plans. There is a requirement to provide a form of financial assurance to the Sernageomin to ensure compliance with the decommissioning plans. There are various types of financial assurance that satisfy the requirement. The mining site closure plans must be approved by the Sernageomin, and the corresponding financial assurances are subject to approval by the SVS.
The Environmental Law was subjected to several important modifications that entered into effect in January 2010, including the creation of the Ministry of the Environment, the Environmental Evaluation Service and the Superintendence for the Environment. The Superintendence for the Environment began operations on December 28, 2012. The new and modified Environmental Law replaced the National Commission for the Environment of Chile (Comisión Nacional del Medio Ambiente or “CONAMA”) with both the Ministry of the Environment, which is currently the governmental agency responsible for coordinating and supervising environmental issues and the Environmental Evaluation Service. Under the Environmental Law, we will continue to be required to conduct environmental impact studies or statements of any future projects or activities (or their significant modifications) that may affect the environment. The Superintendence for the Environment is responsible for supervising environmental performance during the construction, operation and closure of the projects that have been evaluated for environmental purposes, and it is also responsible for enforcing compliance with prevention and atmospheric decontamination plans. The Environmental Law also promotes citizen participation in project evaluation and implementation, providing more opportunities for observations or objections to be made during the environmental evaluation process. Annually, the Superintendence for the Environment audits a sample of approved projects to verify compliance with the environmental permits, and it may pursue fines or sanctions if applicable, which can be challenged in the Environmental Court.
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On August 10, 1993, the Ministry of Health published in the Official Gazette a resolution establishing that atmospheric particulate levels at our production facilities in María Elena and Pedro de Valdivia exceeded air quality standards, affecting the nearby towns. The high particulate matter levels came principally from dust produced during the processing of caliche ore, particularly the crushing of the ore before leaching. Residents of the town of Pedro de Valdivia were relocated to the town of María Elena, practically removing Pedro de Valdivia from the scope of the determination of the Ministry of Health. In 1998, authorities approved a plan to reduce the atmospheric particulate levels later modified by Decree No. 37/2004 in March 2004, which called for an 80% reduction of the emissions of atmospheric particulate material. This was achieved by 2008 through the implementation of a project that modified the milling and screening systems used in the processing of the caliche ore at the María Elena facilities. Due to international market conditions, this project suspended its operation in March 2010, and today the milling and screening systems used in the processing of the caliche ore at the María Elena facilities have been suspended. During November 2015, the mining and milling operations at the Pedro de Valdivia facility were suspended. Air quality in the area has improved significantly, and compliance with Chilean air quality standards has been achieved from 2013 to 2015. Therefore, the Ministry of Health’s 1993 resolution could be reviewed.
On March 16, 2007, the Ministry of Health published in the Official Gazette a resolution establishing that atmospheric particulate levels exceeded air quality standards in the coastal town of Tocopilla, where we have our port operations. The high particulate matter levels are caused mainly by two thermoelectric power plants that use coal and fuel oil and are located next to our port operations. Our contribution to particulate matter emissions is very small (less than 0.20% of the total). However, the environmental authority included our operations in the decontamination plan that it developed for Tocopilla, and implementation of the plan began in October 2010. During 2008 and 2009, earlier than required, we implemented control measures for mitigating particulate matter emissions in our port operations according to the requirements of this plan. We do not expect any additional measures to be required of us following the implementation of the plan.
We continuously monitor the impact of our operations on the environment and on the health of our employees and other persons who may be affected by such operations. We have made modifications to our facilities in an effort to eliminate any adverse impacts. Also, over time, new environmental standards and regulations have been enacted, which have required minor adjustments or modifications of our operations for full compliance. We anticipate that additional laws and regulations will be enacted over time with respect to environmental matters. While we believe we will continue to be in compliance with all applicable environmental regulations of which we are now aware, there can be no assurance that future legislative or regulatory developments will not impose new restrictions on our operations. We are committed to both complying with all applicable environmental regulations and to continuously improving our environmental performance through our Environmental Management System (“EMS”), voluntary evaluations, such as Ecovadis, and international certifications, such as the Responsible Conduct certification from the Chilean Industrial Chemicals Association, which applies to our operations at Nueva Victoria, and the Protect&Sustain certification from the International Fertilizer Association, which applies to our operations at Coya Sur, the Salar de Atacama, Tocopilla, Antofagasta and Santiago.
We have submitted and will continue to submit several environmental impact assessment studies related to our projects to the governmental authorities. We require the authorization of these submissions in order to maintain and to increase our production capacity.
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International Regulations
We employ our best efforts to ensure compliance with the complex regulatory environments in which it operates.
In June 2015, the European authority, the Food Chain Safety unit of the Directorate-General for Health and Consumers, modified the limits on perchlorate in food that were published in March 2015, although no significant changes were made with respect to the previous standard. The program to monitor perchlorate in food in general, as well as in drinking water, continues, and new limits for perchlorate levels in food are expected to be defined toward the end of 2016 or during 2017. The fertilizers we sell contain less than 0.01% perchlorate, and agronomical perchlorate uptake studies on target crops continue to be performed to demonstrate compliance with the provisional limits mentioned above when our products are used. Therefore, we do not anticipate difficulties with compliance.
With respect to regulations relating to explosives, the training program for employees of related companies in Europe was completed. Following the terrorist attacks in Paris in November 2015, the European Commission’s Directorate General for Industry announced an exhaustive review of the standards, to being in 2016. This meant delays in implementing our work plan to define the ranges of concentration for fertilizers. We continue to monitor the development of changes in the regulation through the participation of the Potassium Nitrate Association, on the public-private committee formed by the European Commission for this purpose.
On June 1, 2015, the new Hazard Communication Standard of the U.S. Occupational Safety and Health Administration (“OSHA”), for the classification and updating of labels and safety data sheets went into effect. All of our product labels were modified in accordance with the new standard.
On June 1, 2015, European Union Classification and Labelling Regulation No. 1272/2008 went into effect for chemical product blends, which requires us and our related companies to modify the labels and safety data sheets for all of the specialty blends (NPKs) we produce and/or market and sell in Europe. All labels and safety data sheets were updated, resulting in a total of approximately 50 labels and 620 documents in the required languages, for a portfolio of 209 products.
On October 9, 2015, Official Standard NOM-018-STPS-2015 was published in Mexico, related to the harmonized system for the identification and communication of hazards and risks from hazardous chemicals in the workplace. The standard determines changes in product labels and workplace signage, as well as safety data sheets and employee training, and it enters into effect on October 9, 2018. In 2014, we began to make the necessary adjustments in our documentation as required by the new standard. To date, we still need to adapt workplace signage, train employees, and verify the obligations for third-party services.
Research and Development, Patents and Licenses
See “Item 5.C. Research and Development, Patents and Licenses.”
4.C. Organizational Structure
All of our principal operating subsidiaries are essentially wholly-owned, except for Soquimich Comercial S.A., which is approximately 61% owned by us and whose shares are listed and traded on the Santiago Stock Exchange, and Ajay SQM Chile S.A., which is 51% owned by us. The following is a summary of our main subsidiaries as of December 31, 2015. For a list of all our consolidated subsidiaries, see Note 2.5 to our Consolidated Financial Statements.
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Principal subsidiaries | Activity | Country of Incorporation | SQM Beneficial Ownership Interest (Direct/Indirect) | |||||
| SQM Nitrates S.A. | Extracts and sells caliche ore to subsidiaries and affiliates of SQM | Chile | 100 | % | ||||
| SQM Industrial S.A. | Produces and markets SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % | ||||
| SQM Salar S.A. | Exploits the Salar de Atacama to produce and market SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % | ||||
| SQM Potasios S.A. | Produces and markets SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % | ||||
| Servicios Integrates de Transitos y Transferencias S.A. (SIT) | Owns and operates a rail transport system and also owns and operates the Tocopilla port facilities | Chile | 100 | % | ||||
| Soquimich Comercial S.A. | Markets SQM’s specialty plant nutrition products domestically and imports fertilizers for resale in Chile | Chile | 61 | % | ||||
| Ajay-SQM Chile S.A. | Produces and markets SQM’s iodine and iodine derivatives | Chile | 51 | % | ||||
| Sales and distribution subsidiaries in the United States, Belgium, Brazil, Ecuador, Peru, Argentina, Mexico, South Africa, Spain, China, Thailand and other locations. | Market SQM’s products throughout the world | Various | ||||||
4.D. Property, Plant and Equipment
We carry out our operations through the use of mining rights, production facilities and transportation and storage facilities. Discussion of our mining rights is organized below according to the geographic location of our mining operations. Our caliche ore mining interests are located throughout the valley of the Tarapacá and Antofagasta regions of northern Chile (in a part of the country known as “el Norte Grande”). From caliche ore, we produce products based on nitrates and iodine, and caliche also contains concentrations of potassium. Our mining interests in the brine deposits of the Salar de Atacama are found within the Atacama Desert, in the eastern region of el Norte Grande. From these brines we produce products based on potassium, sulfate, lithium and boron.
The map below shows the location of our principal mining operations and the exploitation and exploration mining concessions that have been granted to us, as well as the mining properties that we lease from Corfo:
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Mining Concessions
Mining Concessions for the Exploration and Exploitation of Caliche Ore Mining Resources
We hold our mining rights pursuant to mining concessions for exploration and exploitation of mining resources that have been granted pursuant to applicable law in Chile:
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| (1) | “Mining Exploitation Concessions”: entitle us to use the land in order to exploit the mineral resources contained therein on a perpetual basis, subject to annual payments to the Chilean government. |
| (2) | “Mining Exploration Concessions”: entitle us to use the land in order to explore for and verify the existence of mineral resources for a period of two years, at the expiration of which the concession may be extended one time only for two additional years, if the area covered by the concession is reduced by half. We may alternatively request an exploitation concession in respect of the area covered by the original exploration concession, which must be made within the timeframe established by the original exploration concession. |
A Mining Exploration Concession is generally obtained for purposes of evaluating the mineral resources in a defined area. If the holder of the Mining Exploration Concession determines that the area does not contain commercially exploitable mineral resources, the Mining Exploration Concession is usually allowed to lapse. An application also can be made for a Mining Exploitation Concession without first having obtained a Mining Exploration Concession for the area involved.
As of December 31, 2015, the surface area covered by Mining Exploitation Concessions that have been granted in relation to the caliche resources of SQM S.A.’s mining sites corresponds to approximately 554,493 hectares. In addition, as of December 31, 2015, the surface area covered by Mining Exploration Concessions in relation to the caliche resources of SQM S.A.’s mining sites corresponds to approximately 5,100 hectares. We have not requested additional mining rights.
Mining Concessions for the Exploitation of Brines at the Salar de Atacama
As of December 31, 2015, our subsidiary SQM Salar held exclusive rights to exploit the mineral resources in an area covering approximately 140,000 hectares of land in the Salar de Atacama in northern Chile, of which SQM Salar is only entitled to exploit the mineral resources of 81,920 hectares. These rights are owned by Corfo and leased to SQM Salar pursuant to the Lease Agreement. Corfo cannot unilaterally modify the Lease Agreement, and the rights to exploit the resources cannot be transferred. The Lease Agreement establishes that SQM Salar is responsible for making quarterly lease payments to Corfo according to specified percentages of the value of production of minerals extracted from the Salar de Atacama brines, maintaining Corfo’s rights over the mining exploitation concessions and making annual payments to the Chilean government for such concession rights. The Lease Agreement expires on December 31, 2030.
Under the terms of the Salar de Atacama project agreement between Corfo and SQM Salar (the “Project Agreement”), Corfo has agreed that it will not permit any other person to explore, exploit or mine any mineral resources in the approximately 140,000 hectares area of the Salar de Atacama mentioned above. The Project Agreement expires on December 31, 2030.
SQM Salar holds an additional 297,688 hectares of constituted Mining Exploitation Concessions in areas near the Salar de Atacama, which correspond to mining reserves that have not been exploited. SQM Salar also holds Mining Exploitation Concessions that are in the process of being granted covering 81,632 hectares in areas near the Salar de Atacama.
In addition, as of December 31, 2015, SQM Salar held constituted Mining Exploration Concessions covering approximately 102,300 hectares and had not applied for additional Mining Exploration Concessions. Exploration rights are valid for a period of two years, after which we can (i) request a Mining Exploitation Concession for the land, (ii) request an extension of the Mining Exploration Concession for an additional two years (the extension only applies to a reduced surface area equal to 50% of the initial area) or (iii) allow the concession to expire.
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According to the terms of the Lease Agreement, with respect to lithium production, the CCHEN has established a total accumulated extraction limit set at 180,100 tons of lithium (958,672 tons of lithium carbonate equivalent) in the aggregate for all periods while the Lease Agreement is in force. More than halfway through the term of the Lease Agreement, we have extracted approximately half of the total accumulated extraction limit of lithium.
Corfo has initiated arbitration proceedings in connection with the Lease Agreement. For more information, see “Item 8.A.7 Legal Proceedings”.
Concessions Generally
As of December 31, 2015, approximately 95% of SQM’s mining interests were held pursuant to Mining Exploitation Concessions and 5% pursuant to Mining Exploration Concessions. Of the Mining Exploitation Concessions, approximately 91% already have been granted pursuant to applicable Chilean law, and approximately 9% are in the process of being granted. Of the Mining Exploration Concessions, approximately 97% already have been granted pursuant to applicable Chilean law, and approximately 3% are in the process of being granted.
In 2015, we made payments of approximately US$7.5 million to the Chilean government for Mining Exploration and Exploitation Concessions, including the concessions we lease from Corfo. These payments do not include the payments we made directly to Corfo pursuant to the Lease Agreement, according to the percentages of the sales price of products produced using brines from the Salar de Atacama.
The following table shows the constituted Mining Exploitation and Exploration Concessions held by SQM S.A., including the mining properties we lease from Corfo, as of December 31, 2015:
| Exploitation Concessions | Exploration Concessions | Total | ||||||||||||||||||||||
| Region of Chile | Total Number | Hectares | Total Number | Hectares | Total Number | Hectares | ||||||||||||||||||
| Region I | 2,821 | 541,057 | 60 | 24,700 | 2,881 | 565,757 | ||||||||||||||||||
| Region II | 9,001 | 2,232,579 | 282 | 127,800 | 9,283 | 2,360,379 | ||||||||||||||||||
| Region III and others | 378 | 90,415 | 37 | 11,700 | 415 | 102,115 | ||||||||||||||||||
| Total | 12,200 | 2,864,051 | 379 | 164,200 | 12,579 | 3,028,251 | ||||||||||||||||||
The majority of the Mining Exploitation Concessions held by SQM were requested primarily for non-metallic mining purposes. However, a small percentage of our Mining Concessions were requested for metallic mining purposes. The annual payment to the Chilean government for this group of concessions is higher.
Geological studies over mining properties that were requested primarily for non-metallic mining purposes may show that the concession area is of interest for metallic mining purposes, in which case we must inform the Sernageomin, indicating that the type of substance contained by such Mining Concessions has changed, for purposes of the annual payment for these rights.
Caliche: Facilities and Reserves
Caliche: Facilities
During 2015, our Nueva Victoria and Pedro de Valdivia mines were exploited. In November 2015, the mining and nitrate operations at Pedro de Valdivia were suspended, and iodine production was reduced at the Pedro de Valdivia site, in order to take advantage of the highly efficient production facilities at Nueva Victoria. Operations at the Pampa Blanca site were suspended in 2010, and operations at the María Elena site were suspended in October 2013.
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María Elena
The María Elena mine and facilities, named El Toco, are located 220 kilometers northeast of Antofagasta and are accessible by highway. Until February 2010, caliche was used at this facility to produce nitrates and iodine through vat leaching. Subsequently, these facilities were equipped to produce nitrates and iodine through the use of heap leaching and solar evaporation ponds. Heap leaching operations at this site were suspended in October 2013. During 2014 and 2015, we continued to produce solutions rich in iodine and nitrates by leaching the mine tailings. These solutions are treated at the iodide plant at María Elena, and subsequently the prilled iodine is produced at Pedro de Valdivia. The main production facilities at this site include the operations center located at El Toco and the iodide plant located at María Elena. The area mined until operations were suspended is located approximately 14 kilometers north of the María Elena production facilities. Electricity and fuel oil are the primary sources of power for this operation.
Nueva Victoria
The Nueva Victoria mine and facilities are located 180 kilometers north of María Elena and are accessible by highway. Since 2007, the Nueva Victoria mine includes the mining properties Soronal, Mapocho and Iris. At this site, we use caliche to produce nitrates and iodine, through heap leaching and the use of solar evaporation ponds. The main production facilities at this site include the operation centers for the heap leaching process, the iodide and iodine plants at Nueva Victoria and Iris and the evaporation ponds at the Sur Viejo sector of the site. The areas currently being mined are located approximately 4 kilometers northeast of Nueva Victoria. Solar energy and electricity are the primary sources of power for this operation.
Pampa Blanca
The mining facilities at Pampa Blanca, which is located 100 kilometers northeast of Antofagasta, have been suspended since March 2010. At this site, we used caliche to produce nitrates and iodine through heap leaching and the use of solar evaporation ponds. The main production facilities at this site included the operation centers for the heap leaching system and the iodide plant. Electricity was the primary source of power for this operation.
Pedro de Valdivia
The Pedro de Valdivia mine and facilities are located 170 kilometers northeast of Antofagasta and are accessible by highway. At this site, we used caliche to produce nitrates and iodine through vat leaching and solar evaporation ponds. The main production facilities at this site include the crushing, vat leaching, fines processing, iodide and iodine plants. In November 2015, the mining and nitrate operations at Pedro de Valdivia were suspended, and iodine production was reduced. Electricity, natural gas and fuel oil are the primary sources of power for this operation.
Caliche: Reserves
Our in-house staff of geologists and mining engineers prepares our estimates of caliche ore reserves. The Proven and Probable Reserve figures presented below are estimates, and may be subject to modifications due to natural factors that affect the distribution of mineral grades, which would, in turn, modify the recovery of nitrate and iodine. Therefore, no assurance can be given that the indicated levels of recovery of nitrates and iodine will be realized.
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We estimate ore reserves based on evaluations, performed by engineers and geologists, of assay values derived from sampling of drill-holes and other openings. Drill-holes have been made at different space intervals in order to recognize mining resources. Normally, we start with 400x400 meters and then we reduce spacing to 200x200 meters, 100x100 meters and 50x50 meters. The geological occurrence of caliche ore is unique and different from other metallic and non-metallic minerals. Caliche ore is found in large horizontal layers at depths ranging from one to four meters and has an overburden between zero and two meters. This horizontal layering is a natural geological condition and allows the Company to estimate the continuity of the caliche bed based on surface geological reconnaissance and analysis of samples and trenches. Mineral resources can be calculated using the information from the drill-hole sampling.
A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form or quantity and of such grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological, metallurgical and technological evidence.
A Measured Resource is the part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. The estimate is based on detailed exploration, sampling and testing information gathered through appropriate sampling techniques from locations such as outcrops, trenches, and exploratory drill holes.
An Indicated Mineral Resource is the part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. The estimate is based on detailed exploration, sampling and testing information gathered through appropriate sampling techniques from locations such as outcrops, trenches and exploratory drill holes.
According to our experience in caliche ore, the grid pattern drill-holes with spacing equal to or less than 100 meters produce data on the caliche resources that is sufficiently defined to consider them Measured Resources and then, adjusting for technical, economic and legal aspects, as Proven Reserves. These reserves are obtained using the Kriging Method and the application of operating parameters to obtain economically profitable reserves.
Similarly, the information obtained from detailed geologic work and samples taken from grid pattern drill-holes with spacing equal to or less than 200 meters can be used to determine Indicated Resources. By adjusting such Indicated Resources to account for technical, economic and legal factors, it is possible to calculate Probable Reserves. Probable Reserves are calculated by using a polygon-based methodology and have an uncertainty or margin of error greater than that of Proven Reserves. However, the degree of certainty of Probable Reserves is high enough to assume continuity between points of observation.
Proven Reserves are the economically mineable part of a Measured Resource. The calculation of the reserves includes the application of mining parameters including maximum overburden, minimum thickness of caliche ore, stripping ratio, cutoff grade and application of dilution factors to the grade values. Appropriate assessments, including pre-feasibility studies or feasibility studies, have been carried out and include consideration of metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified.
Probable Reserves are the economically mineable part of an Indicated Resource and in some cases a Measured Resource. The calculation of the reserves includes the application of mining parameters including maximum overburden, minimum thickness of caliche ore, stripping ratio, cutoff grade and application of dilution factors to the grade values. Appropriate assessments, including pre-feasibility studies, have been carried out or are in process and include consideration of metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified.
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The estimates of Proven Reserves of caliche ore at each of our mines as of December 31, 2015 are set forth below. The Company holds 100% of the concession rights for each of these mines.
| Mine | Proven Reserves (1) (millions of metric tons) | Nitrate Average Grade (percentage by weight) | Iodine Average Grade (parts per million) | Cutoff Grade Average for Mine (2) | ||||||||||
| Pedro de Valdivia (3) | 179.1 | 7.1 | % | 368 | Nitrate 6.0 % | |||||||||
| María Elena | 98.3 | 7.1 | % | 434 | Iodine 300 ppm | |||||||||
| Pampa Blanca | 54.7 | 5.7 | % | 538 | Iodine 300 ppm | |||||||||
| Nueva Victoria (4) | 325.0 | 5.6 | % | 433 | Iodine 300 ppm | |||||||||
In addition, the estimates of our Probable Reserves of caliche ore at each of our principal mines as of December 31, 2015, are as follows:
| Mine | Probable Reserves (5) (millions of metric tons) | Nitrate Average Grade (percentage by weight) | Iodine Average Grade (parts per million) | Cutoff Grade (3) | ||||||||||
| Pedro de Valdivia | 264.6 | 7.3 | % | 438 | Nitrate 6.0 % | |||||||||
| María Elena | 133.8 | 7.3 | % | 377 | Iodine 300 ppm | |||||||||
| Pampa Blanca | 464.6 | 5.7 | % | 540 | Iodine 300 ppm | |||||||||
| Nueva Victoria | 1,093.7 | 5.6 | % | 420 | Iodine 300 ppm | |||||||||
| (1) | The Proven Reserves set forth in the table above are shown before losses related to exploitation and mineral treatment. Proven Reserves are affected by mining exploitation methods, which result in differences between the estimated reserves that are available for exploitation in the mining plan and the recoverable material that is finally transferred to the leaching vats or heaps. The average mining exploitation factor for each of our different mines ranges between 80% and 90%, whereas the average global metallurgical recoveries of processes for nitrate and iodine contained in the recovered material vary between 55% and 65%. |
| (2) | The cutoff grades for the Proven and Probable Reserves vary according to the objectives of each mine. These amounts correspond to the averages of the different areas. |
| (3) | The 3.9% decrease in the Proven Reserves at Pedro de Valdivia is the result of the exploitation of measured resources in the Lynch area. |
| (4) | The 6.6% decrease in the Proven Reserves at Nueva Victoria is the result of the exploitation of measured resources in the western area. |
| (5) | Probable Reserves can be expressed as Proven Reserves using a conversion factor, only for purposes of obtaining a projection to be used for long-term planning purposes. On average, this conversion factor is higher than 60%, depending on geological conditions and caliche ore continuity, which vary from mine to mine (Pedro de Valdivia 60%, María Elena 50%, Pampa Blanca 70% and Nueva Victoria 60%). |
The complete technical supporting documentation for the information set forth in the table above is contained in the report “Methodology, Procedure, and Classification of SQM’s Nitrate and Iodine Resources and Reserves for the Year 2015,” which was prepared by the geologist Vladimir Tejerina and other engineering professionals employed by SQM and validated by Mrs. Marta Aguilera and Mr. Orlando Rojas.
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Mrs. Marta Aguilera is a geologist with more than 20 years of experience in the field. She is currently employed by SQM as Manager of Exploration and Mining Development. Mrs. Aguilera is a Competent Person (Persona Competente), as that term is defined under Chilean Law No. 20,235, known as the Law that Regulates the Position of Competent Person and Creates the Qualifying Committee for Competencies in Mining Resources and Reserves (Ley que Regula la Figura de las Personas Competentes y Crea la Comisión Calificadora de Competencias de Recursos y Reservas Mineras or “Competent Person Law”). She is registered under No. 163 in the Public Registry of Competent Persons in Mining Resources and Reserves in accordance with the Competent Person Law and related regulations. She has worked as a geologist with both metallic and non-metallic deposits, with vast experience in the latter.
Mr. Orlando Rojas is a civil mining engineer and independent consultant. He is Partner and Chief Executive Officer of the company EMI-Ingenieros y Consultores S.A., whose offices are located at Renato Sánchez No. 3357, Las Condes, Santiago, Chile. He is a member of the Institute of Mining Engineers and is registered under No. 118 in the Public Registry of Competent Persons in Mining Resources and Reserves in accordance with the Competent Person Law and related regulations. He has worked as a mining engineer for 38 years since graduating from university, including more than 32 years working on estimates for reserves and resources.
Copies of the certificates of qualified competency issued by the Chilean Mining Commission are attached hereto as Exhibits 99.1 and 99.2.
The proven and probable reserves shown above are the result of the evaluation of approximately 19.41% of the total caliche-related mining property of our Company. However, we have explored the areas in which we believe there is a higher potential of finding high-grade caliche ore minerals. The remaining 80.59% of this area has not been explored or has had limited reconnaissance, which is not sufficient to determine the sources of potential and hypothetical resources. In 2015, we did not carry out basic reconnaissance of new mining properties. With respect to detailed explorations, in 2015, we carried out recategorizations of indicated resources in the NVW (“Nueva Victoria West”), Tente en el Aire and Pampa Hermosa Sur sectors, totaling 6,072.49 hectares. We do not have an exploration program for 2016. The reserves shown in these tables are calculated based on properties that are not involved in any legal disputes between SQM and other parties.
Caliche ore is the key raw material used in the production of iodine, specialty plant nutrients and industrial chemicals. The following gross margins for the business lines specified were calculated on the same basis as cut off grades used to estimate our reserves. We expect costs to remain relatively stable in the near future.
| 2015 | 2014 | 2013 | ||||||||||||||||
| Gross Margin | Price | Gross Margin | Price | Gross Margin | Price | |||||||||||||
| Iodine and Derivatives | 29 | % | US$28/kg | 42 | % | US$38/kg | 56 | % | US$50/kg | |||||||||
| Specialty Plant Nutrition | 29 | % | US$784/ton | 21 | % | US$806/ton | 22 | % | US$811/ton | |||||||||
| Industrial Chemicals | 22 | % | US$770/ton | 40 | % | US$812/ton | 28 | % | US$877/ton | |||||||||
We maintain an ongoing program of exploration and resource evaluation on the land surrounding the mines at Nueva Victoria, Pedro de Valdivia, María Elena, Pampa Blanca and other sites for which we have the appropriate concessions. In 2015, we did not carry out basic reconnaissance of new mining properties. With respect to detailed explorations, in 2015, we carried out recategorizations of indicated resources in the NVW, Tente en el Aire and Pampa Hermosa Sur sectors, totaling 6,072.49 hectares. We do not have an exploration program for 2016.
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Brines from the Salar de Atacama: Facilities and Reserves
Salar de Atacama: Facilities
Salar de Atacama
Our facilities at the Salar de Atacama are located 208 kilometers to the east of the city of Antofagasta and 188 kilometers to the southeast of the city of María Elena. At this site we use brines extracted from the salar to produce potassium chloride, potassium sulfate, boric acid, magnesium chloride salts and lithium solutions, which are subsequently sent to our lithium carbonate plant at the Salar del Carmen for processing. The main production plants at this site include the potassium chloride flotation plants (MOP-H I and II), potassium sulfate flotation plant (SOP-H), boric acid plant (ABO), potassium chloride drying plant (MOP-S) potassium chloride compacting plant (MOP-G) potassium sulfate drying plant (SOP-S) and potassium sulfate compacting plant (SOP-G). Solar energy is the primary energy source used for the Salar de Atacama operations.
Salar de Atacama: Reserves
Our in-house staff of hydro-geologists and geologists prepares our estimates of the reserve base of potassium, sulfate, lithium and boron dissolved in brines at the Salar de Atacama. We have exploitation concessions covering an area of 81,920 hectares, in which we have carried out geological exploitation, brine sampling and geostatistical analysis. We estimate that our proven and probable reserves as of December 31, 2015, based on economic restrictions, geological exploitation, brine sampling and geostatistical analysis up to a depth of 100 meters of our total exploitation concessions, and additionally, up to a depth of 300 meters over approximately 47% of the same total area, are as follows:
Proven
Reserves (1) | Probable Reserves (1) (millions of metric tons) | Total Reserves (millions of metric tons) | ||||||||||
| Potassium (K+) (2) | 51.05 | 36.95 | 88.0 | |||||||||
| Sulfate (SO4-2) (3) | 41.64 | 37.18 | 78.82 | |||||||||
| Lithium (Li+) (4) | 3.75 | 3.14 | 6.89 | |||||||||
| Boron (B3+) (5) | 1.41 | 1.17 | 2.58 | |||||||||
| (1) | Metric tons of potassium, sulfate, lithium and boron considered in the proven and probable reserves are shown before losses from evaporation processes and metallurgical treatment. The recoveries of each ion depend on both brine composition and the process applied to produce the desired commercial products. |
| (2) | Recoveries for potassium vary from 47% to 77%. |
| (3) | Recoveries for sulfate vary from 27% to 45%. |
| (4) | Recoveries for lithium vary from 28% to 40%. |
| (5) | Recoveries for boron vary from 28% to 32%. |
The information set forth in the table above was validated in March 2016 by Messrs. Álvaro Henríquez and Orlando Rojas using information that was prepared by SQM’s hydrogeologists, geologists and engineers and external advisors.
Mr. Henríquez is a geologist with more than ten years of experience in the field of hydrogeology. He is currently employed by SQM as Superintendent of Geology, in the Salar Hydrogeology department. He is a Competent Person and is registered under No. 226 in the Public Registry of Competent Persons in Mining Resources and Reserves, in accordance with the Competent Person Law. As a hydrogeologist, he has evaluated multiple brine-based projects and has experience evaluating resources and reserves.
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Mr. Orlando Rojas is a civil mining engineer and independent consultant. He is Partner and Chief Executive Officer of the company EMI-Ingenieros y Consultores S.A., whose offices are located at Renato Sánchez No. 3357, Las Condes, Santiago, Chile. He is a member of the Institute of Mining Engineers and is registered under No. 118 in the Public Registry of Competent Persons in Mining Resources and Reserves in accordance with the Competent Person Law and related regulations. He has worked as a mining engineer for 38 years since graduating from university, including more than 32 years working on estimates for reserves and resources.
Copies of the certificate of qualified competency issued by the Chilean Mining Commission for Mr. Rojas and Mr. Henríquez are attached hereto as Exhibit 99.2 and 99.3.
A cutoff grade of 1.0% K is used in the calculation, considering a low margin scenario using only MOP-S as and using diluted brine with higher levels of contaminants as the raw material and with recovery yields of approximately 47%, which is on the lower end of the range. In this scenario, considering current market conditions and market conditions from recent years, the production cost of MOP production is still competitive.
The cutoff grade for lithium extraction is set at 0.05% Li. The cost of the process is competitive in the market despite a small cost increase due to the expansions in the evaporation area (to reach the required Li concentration) and to the use of additives to maintain the quality of the brine that is used to feed the plant.
The proven and probable reserves are based on production experience, drilling, brine sampling and geo-statistic reservoir modeling in order to estimate brine volumes and their composition. We calculate the reserve base, which is the volume of brine effectively drainable or exploitable in each evaluation unit, by building a three-dimensional block model. The following variables are used to populate the model:
| · | Porosity: obtained from measurements of drainable porosity in core rocks, test pumping data, geophysical records and changes in the level of the brine. The volume of brine is estimated on the basis of the interpolation of the drainable porosity data. |
| · | Grades: The brine chemistry is subjected to an exploratory data analysis and a variographic analysis, in order to determine the chemical populations in the Salar. Subsequently, the grades are interpolated using the Kriging method. |
Based on the chemical characteristics, the volume of brine and drainable porosity, we determine the number of metric tons for each of the chemical ions being evaluated.
Reserves are defined as those geographical blocks which belong to properly identified hydrogeological units with proven historical brine yield production, and a quality and piezometric brine monitoring network to control brine evolution over time. Reserve classification is finally achieved by using the geostatistical estimation error and hydrogeological knowledge of the units that have been explored, as an indicator between proven and probable reserves.
Probable reserves and inferred resources are being explored in order to be able to reclassify them as proven reserves and indicated or measured resources, respectively. This exploration includes systematic packer testing, chemical brine sampling and long-term pilot production pumping tests.
We consider chemical parameters to determine the process to be applied to the brines. These parameters are used to estimate potential restrictions on production yields, and the economic feasibility of producing such commercial products as potassium chloride, potassium sulfate, lithium carbonate and boric acid is determined on the basis of the evaluation.
Complementing the reserves information, SQM has an environmental impact assessment (RCA 226/06) which defines a maximum brine extraction per year until the end of the Lease Agreement (in 2030). Considering the maximum brine production rates, and including reinjection factors, we have performed several hydrogeological numeric simulations to estimate changes in the volume and quality of the brine during the life of the project. This procedure allows us to estimate an amount of 30.93 metric tons of potassium out of our environmentally approved reserves, which is considered to be a fraction of the proven and probable reserves previously defined.
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Brines from the Salar de Atacama are the key raw material used in the production of potassium chloride and potassium sulfate, and lithium and its derivatives. The following gross margins for the business lines specified were calculated on the same basis as cut off grades used to estimate our reserves. We expect costs to remain relatively stable in the near future.
| 2015 | 2014 | 2013 | ||||||||||||||||
| Gross Margin | Price | Gross Margin | Price | Gross Margin | Price | |||||||||||||
| Potassium Chloride and Potassium Sulfate | 29 | % | US$346/ton | 28 | % | US$375/ton | 27 | % | US$423/ton | |||||||||
| Lithium and Derivatives | 51 | % | US$5,762/ton | 42 | % | US$5,235/ton | 49 | % | US$5,444/ton | |||||||||
Other Production Facilities
Coya Sur
The Coya Sur site is located approximately 15 kilometers south of María Elena, and production activities undertaken there are associated with the production of potassium nitrate and finished products. The main production plants at this site include four potassium nitrate plants with a total capacity of 1,000,000 metric tons per year. There are also five production lines for crystallized nitrates, with a total capacity of 1,200,000 metric tons per year, and a prilling plant with a capacity of 320,000 metric tons per year. The potassium nitrate produced at Coya Sur is an intermediate product that is used as a raw material for the production of finished products (crystallized nitrates and prilled nitrates). Therefore, the production capacities listed above are not independent of one another and cannot be added together to obtain an overall total capacity. Natural gas is the main source of energy for our Coya Sur operation.
Salar del Carmen
The Salar del Carmen site is located approximately 14 kilometers to the east of Antofagasta. The production plants at this facility include the lithium carbonate plant, with a production capacity of 48,000 metric tons per year, and the lithium hydroxide plant, with a production capacity of 6,000 metric tons per year. Electricity and natural gas are the main sources of energy for our Salar del Carmen operation.
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The following table provides a summary of our production facilities as of December 31, 2015:
| Facility | Type of Facility | Approximate | Nominal Production Capacity (thousands of metric tons/year) | Weighted
Average Age (years) (2) | Gross Book
Value (millions of US$) (2) | |||||||||||
| Coya Sur (3) (4) | Nitrates production | 1.518 | Potassium nitrate: 1,000 Crystallized nitrates: 1,200 Prilled nitrates: 320 | 8.2 | 504.5 | |||||||||||
| María Elena (5) (6) | Nitrates and iodine production | 35.830 | Nitrates: 250 Iodine: 1.6 Prilled nitrates: 300 | 12.5 | 439.6 | |||||||||||
| Nueva Victoria (5) | Concentrated nitrate salts and iodine production | 47.492 | Iodine: 9.0 | 7.2 | 434.9 | |||||||||||
| Pampa Blanca (5) (7) | Concentrated nitrate salts and iodide production | 10.441 | Nitrates: n/a Iodine: n/a | 7.2 | 7.1 | |||||||||||
| Pedro de Valdivia (3) (8) | Nitrates and iodine production | 253.880 | Nitrates: 500 Iodine: 3.2 | 11.7 | 212.1 | |||||||||||
| Salar de Atacama (3) (9) | Potassium chloride, potassium sulfate, lithium chloride, and boric acid production | 35.911 | Potassium chloride: 2,600 Potassium sulfate: 240 Boric acid: 15 | 11.2 | 1.492.6 | |||||||||||
| Salar del Carmen, Antofagasta (3) | Lithium carbonate and lithium hydroxide production | 126 | Lithium carbonate: 48 Lithium hydroxide: 6 | 7.5 | 176.9 | |||||||||||
| Tocopilla (10) | Port facilities | 22 | - | 12.1 | 162.7 | |||||||||||
| (1) | Approximate size considers both the production facilities and the mine for María Elena, Nueva Victoria, Pampa Blanca, Pedro de Valdivia and the Salar de Atacama. Mining areas are those authorized for exploitation by the environmental authority and/or Sernageomin. |
| (2) | Weighted average age and gross book value correspond to production facilities, excluding the mine, for María Elena, Nueva Victoria, Pampa Blanca, Pedro de Valdivia and the Salar de Atacama. |
| (3) | Includes production facilities and solar evaporation ponds. |
| (4) | The potassium nitrate produced at Coya Sur is an intermediate product that is used as a raw material for the production of finished products (crystallized nitrates and prilled nitrates). Therefore, the production capacities listed above are not independent of one another and cannot be added together to obtain an overall total capacity. |
| (5) | Includes production facilities, solar evaporation ponds and leaching heaps. |
| (6) | Operations at the El Toco mine at María Elena were suspended in November 2013. |
| (7) | Operations at Pampa Blanca were suspended in March 2010. |
| (8) | In November 2015, the mining and nitrate operations at Pedro de Valdivia were suspended, and iodine production was reduced at the Pedro de Valdivia site, in order to take advantage of the highly efficient production facilities at Nueva Victoria. |
| (9) | Potassium chloride and potassium sulfate are produced in a dual plant, and the production capacity for each of these products depends on the production mix. Therefore, the production capacities for these two products are not independent of one another and cannot be added together to obtain an overall total capacity. |
| (10) | The Tocopilla port facilities were originally constructed in 1961 and have been refurbished and expanded since that time. |
The railway line that runs between our Coya Sur production facilities and our Tocopilla port facilities was damaged in August 2015, as a result of storms in the north of Chile. The train is not currently operating. Given that the engineering studies that are being performed have indicated that repairing the railway line could take more than 18 months, we have made changes to our operating structure and will await the final results of the options under evaluation before deciding whether to repair the railway line.
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The suspension of the operations of the railway line did not have a material impact on our sales volumes in 2015. We do not believe it will materially impact future sales volumes or transportation costs, as we have replaced the train with trucks to ship products from Coya Sur while the train is not operating. This railway line was originally constructed in 1890, and prior to this incident, the rails, locomotives, and rolling stock had been replaced and refurbished as needed.
We consider the condition of our principal plant and equipment to be good, with the exception of the railway line.
We directly or indirectly through subsidiaries own, lease or hold concessions over the facilities at which we carry out our operations. Such facilities are free of any material liens, pledges or encumbrances, and we believe they are suitable and adequate for the business we conduct in them.
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Extraction Yields
The following table shows certain operating data relating to each of our mines for 2015, 2014 and 2013:
| (in thousands, unless otherwise stated) | 2015 | 2014 | 2013 | |||||||||
| Pedro de Valdivia(1) | ||||||||||||
| Metric tons of ore mined | 9,754 | 11,401 | 11,571 | |||||||||
| Average grade nitrate (% by weight) | 7.8 | 8.1 | 7.5 | |||||||||
| Iodine (parts per million (ppm)) | 424 | 418 | 415 | |||||||||
| Metric tons of crystallized nitrate produced | 346 | 453 | 445 | |||||||||
| Metric tons of iodine produced | 2.8 | 3.2 | 3.2 | |||||||||
| Maria Elena(2) | ||||||||||||
| Metric tons of ore mined | – | – | 5,870 | |||||||||
| Average grade nitrate (% by weight) | – | – | 6.6 | |||||||||
| Iodine (ppm) | – | – | 484 | |||||||||
| Metric tons of crystallized nitrate produced | – | – | – | |||||||||
| Metric tons of iodine produced | 0.1 | 0.4 | 1.5 | |||||||||
| Coya Sur(3) | ||||||||||||
| Metric tons of crystallized nitrate produced | 611 | 519 | 429 | |||||||||
| Pampa Blanca(2) | ||||||||||||
| Metric tons of ore mined | – | – | – | |||||||||
| Iodine (ppm) | – | – | – | |||||||||
| Metric tons of iodine produced | – | – | – | |||||||||
| Nueva Victoria(4) | ||||||||||||
| Metric tons of ore mined | 23,969 | 19,792 | 23,515 | |||||||||
| Iodine (ppm) | 458 | 467 | 462 | |||||||||
| Metric tons of iodine produced | 7.5 | 6.0 | 6.1 | |||||||||
| Salar de Atacama (5) | ||||||||||||
| Metric tons of lithium carbonate produced | 33 | 30 | 33 | |||||||||
| Metric tons of potassium chloride and potassium sulfate and potassium salts produced | 1,988 | 1,993 | 1,922 | |||||||||
| (1) | In November 2015, mining and nitrate operations at Pedro de Valdivia were suspended, and iodine production was reduced at the Pedro de Valdivia site, in order to take advantage of the highly efficient production facilities at Nueva Victoria. |
| (2) | Operations at the El Toco and Pampa Blanca mines were suspended in November 2013 and March 2010, respectively. During 2014 and 2015, María Elena obtained production from caliche ore exploited in prior years. |
| (3) | Includes production at Coya Sur from treatment of nitrates solutions from María Elena and Pedro de Valdivia, nitrate salts from pile treatment at Nueva Victoria, and net production from NPT, or technical grade potassium nitrate, plants. |
| (4) | Operations at the Iris iodine plant were suspended in October 2013 and restarted in August 2014. |
| (5) | Lithium carbonate is extracted at the Salar de Atacama and processed at our facilities at the Salar del Carmen. Potassium salts include synthetic sylvinite produced in the plant and other harvested potassium salts (natural sylvinite, carnalites and harvests from plant ponds) that are sent to Coya Sur for the production of crystallized nitrates. |
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Transportation and Storage Facilities
Products are transported by trucks that are operated by third-party dedicated contractors with whom we have long-term contracts. We own port and storage facilities, for the transport and handling of finished products and consumable materials.
Our main center for production and storage of raw materials is the hub composed of the facilities in Nueva Victoria, Coya Sur, Pedro de Valdivia and the Salar de Atacama. Other facilities include the chemical plants that produce finished lithium carbonate and lithium hydroxide at the Salar del Carmen site. The Tocopilla port terminal, which we own, is the main facility for storage and shipment of our products.
Nitrate finished products are produced at our facilities in Coya Sur and then transported by truck to the Tocopilla port terminal, where they are stored and shipped, either bagged or in bulk. Potassium chloride is produced at our facilities in the Salar de Atacama and transported either to the Tocopilla port terminal or Coya Sur by truck. Products transported to Coya Sur are used as a raw material for the production of potassium nitrate. The nitrate raw materials for the production of potassium nitrate at Coya Sur are currently produced at Nueva Victoria, and some of the raw materials are also supplied by stocks held at Coya Sur that were produced at Pedro de Valdivia when it was operating. Potassium sulfate and boric acid are both produced at our facilities in the Salar de Atacama and are then transported by trucks to the Tocopilla port terminal.
Lithium solutions, produced at our facilities in the Salar de Atacama, are transported to the lithium carbonate facility at the Salar del Carmen site, where finished lithium carbonate is produced. Part of the lithium carbonate is fed to the adjacent lithium hydroxide plant, where finished lithium hydroxide is produced. These two products are bagged and stored on the premises and are subsequently transported by truck to the Tocopilla Port Terminal or to the container terminals, mainly Antofagasta, Mejillones and Iquique, for shipment primarily on container vessels.
Iodine raw material, obtained from the same mines as the nitrates, is processed, packed in bags or drums, and stored exclusively in the facilities of Pedro de Valdivia and Nueva Victoria, and then shipped by truck to container terminals, mainly Antofagasta, Mejillones and Iquique, where they are subsequently shipped to different markets by container vessel or by truck to Santiago, where iodine derivatives are produced at Ajay-SQM Chile’s plants.
The facilities at Tocopilla port terminal are located approximately 186 kilometers north of Antofagasta and approximately 124 kilometers west of Pedro de Valdivia, 84 kilometers west of María Elena and Coya Sur and 372 kilometers west of the Salar de Atacama. Our subsidiary, Servicios Integrales de Tránsitos y Transferencias S.A. (SIT) operates the facilities under maritime concessions granted pursuant to applicable Chilean laws. The port also complies with ISPS (International Ship and Port Facility Security Code) regulations. The Tocopilla port terminal facilities include a railcar dumper to transfer bulk product into the conveyor belt system used to store and ship bulk product.
Storage facilities consist of a six silo system, with a total storage capacity of 55,000 metric tons, and a combination of warehouses and open storage areas with a total storage capacity of approximately 250,000 metric tons. Additionally, to meet future storage needs, we will continue to make investments in accordance with the investment plan outlined by management. Products are also bagged at port facilities in Tocopilla, where the nominal bagging capacity is approximately 300,000 metric tons per year. Products bagged at Tocopilla can subsequently be shipped at the port of Tocopilla or they can be consolidated in trucks or containers and then shipped to customers by land or by sea from other ports, primarily Antofagasta, Mejillones and Iquique.
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For transporting bulk product, the conveyor belt system extends over the coast line to deliver product directly inside bulk carrier hatches. Using this system, the loading capacity is 1,200 tons per hour. Bags are loaded to bulk vessels using barges that are loaded in the Tocopilla Port Terminal dock and unloaded by vessel cranes into the corresponding warehouses.
Bulk carrier loading in the Tocopilla Port Terminal is mostly contracted to transfer product to our hubs around the world or for shipping to customers, which in some cases use their own contracted vessels for delivery.
Tocopilla processes related to the reception, handling, storage and shipment of bulk/packaged nitrates produced at Coya Sur are certified by the third party organization TÜV-Rheiland under the quality standard ISO 9001:2008.
Water Rights
We hold water rights for the supply of surface and subterranean water near our production facilities. The main sources of water for our nitrate and iodine facilities at Pedro de Valdivia, María Elena, and Coya Sur are the Loa and San Salvador rivers, which run near our production facilities. Water for our Nueva Victoria and Salar de Atacama facilities is obtained from wells near the production facilities. In addition, we buy water from third parties for our production processes at the Salar del Carmen lithium carbonate and lithium hydroxide plants, and we also purchase potable water from local utility companies. We have not experienced significant difficulties obtaining the necessary water to conduct our operations.
Computer System
In addition to the above-listed facilities, we operate a computer and information system linking our principal subsidiaries to our operating facilities throughout Chile via a local area network. The computer and information system is used mainly for accounting, monitoring of supplies and inventories, billing, quality control and research activities. The system’s mainframe computer equipment is located at our offices in Santiago.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information in this Item 5 should be read in conjunction with the Company’s Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.
Since January 1, 2010, the Company’s Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards as published by the International Accounting Standards Board (IASB).
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, which would potentially result in materially different results under different assumptions and conditions.
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We believe that our critical accounting policies applied in the preparation of our Audited Consolidated Financial Statements are limited to those described below. It should be noted that in many cases, IFRS specifically dictates the accounting treatment of a particular transaction, limiting management’s judgment in their application. There are also areas in which management’s judgment in selecting available alternatives would not produce materially different results.
Trade and Other Accounts Receivable
Trade and other accounts receivable relate to non-derivative financial assets with fixed payments that can be determined and are not quoted in any active market. These arise from sales operations involving products and/or services that we sell directly to our customers that are not within the following categories:
| · | those which we have the intention of selling immediately in the near future and which are held-for-sale; |
| · | those designated at their initial recognition as available-for-sale and |
| · | those through which we do not intend to recover for reasons other than credit impairment and therefore must be classified as available-for-sale. |
These assets are initially recognized at their fair value (which is equivalent to their face value, discounting implicit interest for installment sales) and subsequently at amortized cost according to the effective interest rate method less a provision for impairment loss. When the face value of the account receivable does not significantly differ from its fair value, it is recognized at face value. An allowance for impairment loss is established for trade accounts receivable when there is objective evidence that we will not be able to collect all the amounts owed to us according to the original terms of accounts receivable. The Company calculates the allowance for doubtful accounts corresponding to receivables that are not guaranteed or insured as a function of the delays that may occur in the collection of such accounts.
Implicit interest in installment sales is recognized as interest income when interest is accrued over the term of the sale.
Income tax
Corporate income tax for the year is determined as the aggregate of current taxes from all of the consolidated companies. Current taxes are calculated on the basis of the tax laws enacted or substantively enacted as of the date of our statements of financial position in the countries in which we and our subsidiaries operate and generate taxable income.
Deferred tax is recognized using the liability method on temporary differences arising between the tax basis for assets and liabilities and their carrying amounts in our Audited Consolidated Financial Statements. Deferred income taxes are calculated using the tax rates expected to be applicable when the assets are realized or the liabilities are settled.
In conformity with current Chilean tax regulations, the provision for corporate income tax and taxes on mining activity is recognized on an accrual basis, presenting the net balances of accumulated monthly tax provisional payments for the fiscal period and credits associated with it. The balances of these accounts are presented in current income taxes recoverable or current taxes payable, as applicable.
Tax on companies and variations in deferred tax assets or liabilities that are not the result of business combinations are recorded in income statement accounts or net shareholders’ equity accounts in our consolidated statements of financial position, depending on the origin of the gains or losses which have generated them.
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At the year end, the carrying value of deferred tax assets has been reviewed and reduced for as long as possible for there to be no sufficient taxable income to allow the recovery of all or a portion of the deferred tax asset. Likewise, at the date of the statement of financial position, deferred tax assets not recognized are revalued and recognized as long as it has become possible that future taxable income will allow the recovery of the deferred tax asset.
With respect to deductible temporary differences associated with investments in subsidiaries, associated companies and interests in joint ventures, deferred tax assets are recognized solely provided that there is a possibility that the temporary differences will be reversed in the near future and that there will be taxable income with which they may be used.
The deferred income tax related to entries directly recognized in equity is recognized with an effect on equity and not with an effect on profit or loss.
Deferred tax assets and liabilities are offset if there is a legally receivable right of offsetting tax assets against tax liabilities and the deferred tax is related to the same tax entity and authority.
Inventories
We state inventory at the lower of cost and net realizable value. The method used to determine the cost of inventory is weighted average cost. The cost of finished products and products-in-progress includes direct costs of materials and, as applicable, labor costs, indirect costs incurred to transform raw materials into finished products and general expenses incurred in carrying inventory to their current location and conditions.
The net realizable value represents the estimate of the sales price less all finishing estimated costs and costs that will be incurred in sales and distribution processes. Commercial discounts, rebates obtained and other similar entries are deducted in the determination of the cost. We conduct an evaluation of the net realizable value of inventory at the end of each year, recording a provision with a charge to income when circumstances warrant. When the circumstances that previously gave rise to the reserve cease to exist, or when there is clear evidence of an increase in the net realizable value due to a change in economic circumstances or prices of main raw materials, the estimate made previously is modified. The valuation of obsolete, impaired or slow-moving products relates to their estimated net realizable value.
Provisions on our inventory have been made based on a technical study which covers the different variables affecting products in stock (density, humidity, among others).
Raw materials, supplies and materials are recorded at the lower of acquisition cost or market value. Acquisition cost is calculated according to the annual average price method.
Obligations related to staff severance indemnities and pension commitments
Our obligations with respect to our employees are established in collective bargaining agreements and individual employment contracts. In the case of certain employees in the United States, our obligations are established through a pension plan, which was terminated in 2002.
These obligations are valued using an actuarial calculation that considers factors such as mortality rate, employee turnover, interest rates, retirement dates, effects related to increases in employees’ salaries, as well as the effects on variations in services derived from variations in the inflation rate.
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Actuarial losses and gains that may be generated by variations in previously defined obligations are directly recorded in profit or loss for the year.
Actuarial losses and gains originating from deviations between the estimate and the actual behavior of actuarial hypotheses or in the reformulation of established actuarial hypotheses are recorded in equity.
The discount rate used for calculating obligations outside the United States was 4.89% and 5.5% for the periods ended as of December 31, 2015 and 2014, respectively.
Our United States subsidiary, SQM North America Corp. has established pension plans for its retired employees that are calculated by measuring the projected benefit obligation in accordance with International Accounting Standards (“IAS”) using a net salary progressive rate net of adjustments to inflation, mortality and turnover assumptions, deducting the resulting amounts at present value using a 5.5% interest rate for 2015 and 2014. The net balance of this obligation is presented in the “Provisions for employee benefits, non-current” line item.
Mining development costs
Mine exploration costs and stripping costs to maintain production of mineral resources extracted from operating mines are considered variable production costs and are included in the cost of inventory produced during the period. Mine development costs at new mines, and major development costs at operating mines outside existing areas under extraction that are expected to benefit future production, are capitalized under “other long-term assets” and amortized using a units-of-production method over the associated proven and probable reserves. We determine our proven and probable reserves based on drilling, brine sampling and geostatistical reservoir modeling in order to estimate mineral volume and composition.
All other mine exploration costs, including expenses related to low grade mineral resources rendering reserves that are not economically exploitable, are charged to the statement of income in the period in which they are incurred.
Asset value impairment
We assess on an annual basis any impairment on the value of buildings, plant and equipment, intangible assets, goodwill and investments accounted for using the equity method of accounting in accordance with IAS 36 “Impairment of Assets.” Assets to which this method applies are:
| · | investments recognized using the equity method of accounting; |
| · | property, plant and equipment; |
| · | intangible assets and |
| · | goodwill. |
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Assets are reviewed for impairment as to the existence of any indication that the carrying value is lower than the recoverable amount. If such an indication exists, the asset recoverable amount is calculated in order to determine the extent of the impairment, if any. In the event that the asset does not generate any cash flows independent from other assets, we determine the recoverable amount of the cash generating unit to which this asset belongs according to the corresponding business segment (specialty plant nutrients, iodine and derivatives, lithium and derivatives, potassium, industrial chemicals and other products and services.)
We conduct impairment tests on intangible assets and goodwill with indefinite useful lives on an annual basis and every time there is indication of impairment. If the recoverable value of an asset is estimated at an amount lower than its carrying value, the latter decreases to its recoverable amount.
The results of the impairment tests the Company has performed on its primary intangible assets demonstrated that there was no need for the Company to make any accounting adjustments to such assets. These impairment tests were performed using conservative scenarios.
Financial derivatives and hedging transactions
Derivatives are recognized initially at fair value at the date in which the derivatives contract has been signed and subsequently they are valued at fair value at each period end. The method for recognizing the resulting loss or gain depends on whether the derivative has been designated as an accounting hedging instrument and if so, the type of hedging, which may be:
| a. | fair value hedge of assets and liabilities recognized (fair value hedges), or |
| b. | hedging of a single risk associated with an asset or liability recognized or a highly possible foreseen transaction (cash flow hedge). |
At the beginning of the transaction, we document the relationship between hedging instruments and those entries hedged, as well as their objectives for risk management purposes and the strategy to conduct different hedging operations.
We also document our evaluation both at the beginning and the end of each period of whether derivatives used in hedging transactions are highly effective to offset changes in the fair value or in cash flows of hedged entries.
The fair value of derivative instruments used for hedging purposes is shown in Note 10.3 to our Consolidated Financial Statements.
Non-hedge instruments are classified as current assets or liabilities, and the change in their fair value is recognized directly in profit or loss.
a. Fair value hedge
The change in the fair value of a derivative is recognized with a debit or credit to profit or loss, as applicable. The change in the fair value of the hedged entry attributable to hedged risk is recognized as part of the carrying value of the hedged entry and is also recognized with a debit or credit to profit or loss.
For fair value hedging related to items recorded at amortized cost, the adjustment of the fair value is amortized against income on the remaining years to its expiration. Any adjustment to the carrying value of a hedged financial instrument for which the effective rate is used is amortized with a debit or credit to profit or loss at its fair value attributable to the risk being covered.
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If the hedged entry no longer meets the criteria for hedge accounting, the fair value not amortized is immediately recognized with a debit or credit to profit or loss.
b. Cash flow hedge
The effective portion of gains or losses from the hedging instrument is initially recognized as “other revenue” with a debit or credit to other comprehensive income whereas any ineffective portion is immediately recognized with a debit or credit to profit or loss, as applicable.
Amounts accumulated in equity are transferred to profit or loss when the hedged transaction affects income for the period, such as when the hedged interest income or expense is recognized when a forecasted sale occurs. When the hedged item is the cost of a non-financial asset or liability, amounts taken to equity are transferred to the initial carrying value of the non-financial asset or liability.
Should the expected firm transaction or commitment no longer be expected to occur, the amounts previously recognized as other comprehensive income are transferred to income. If a hedging instrument expires, is sold, finished, and exercised without any replacement, or if a rollover is performed or if its designation as hedging is revoked, the amounts previously recognized in equity are maintained in equity until the expected firm transaction or commitment occurs.
5.A. Operating Results
Introduction
The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements. Certain calculations (including percentages) that appear herein have been rounded.
Our Consolidated Financial Statements are prepared in accordance with IFRS standards and prepared in U.S. dollars. The U.S. dollar is the primary currency in which we operate.
We operate as an independent corporation. Nonetheless we are a “controlled corporation,” as that term is defined under Chilean law. See “Item 6.E. Share Ownership.”
Overview of Our Results of Operations
We divide our operations into the following business lines:
| · | the production and sale of specialty plant nutrients; |
| · | the production and sale of iodine and its derivatives; |
| · | the production and sale of lithium and its derivatives; |
| · | the production and sale of potassium, including potassium chloride and potassium sulfate; |
| · | the production and sale of industrial chemicals, principally industrial nitrates and solar salts and |
| · | the purchase and sale of other commodity fertilizers for use primarily in Chile. |
We sell our products through three primary channels: our own sales offices, a network of distributors and, in the case of our fertilizer products, through Yara International ASA’s (“Yara”) distribution network in countries where its presence and commercial infrastructure are larger than ours. Similarly, in those markets where our presence is larger, both our specialty plant nutrients and Yara’s are marketed through our offices.
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Factors Affecting Our Results of Operations
Our results of operations substantially depend on:
| · | trends in demand for and supply of our products, including global economic conditions, which impact prices and sales volumes; |
| · | efficient operations of our facilities, particularly as some of them run at production capacity; |
| · | our ability to accomplish our capital expenditures program in a timely manner; |
| · | the levels of our inventories; |
| · | trends in the exchange rate between the U.S. dollar and Chilean peso, as a significant portion of the cost of sales is in Chilean pesos, and trends in the exchange rate between the U.S. dollar and the euro, as a significant portion of our sales is denominated in euros and |
| · | energy, logistics, raw materials, labor and maintenance costs. |
The following table shows our revenues (in millions of US$) and the percentage accounted for by each of our product lines for each of the periods indicated:
| 2015 | 2014 | 2013 | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| Specialty plant nutrition | 651.2 | 38 | % | 708.0 | 35 | % | 687.5 | 31 | % | |||||||||||||||
| Iodine and derivatives | 262.6 | 15 | % | 335.4 | 17 | % | 461.0 | 21 | % | |||||||||||||||
| Lithium and derivatives | 223.0 | 13 | % | 206.8 | 10 | % | 196.5 | 9 | % | |||||||||||||||
| Potassium | 430.2 | 25 | % | 584.3 | 29 | % | 606.3 | 28 | % | |||||||||||||||
| Industrial chemicals | 97.1 | 6 | % | 101.9 | 5 | % | 154.0 | 7 | % | |||||||||||||||
| Other products and services | 64.3 | 4 | % | 77.7 | 4 | % | 97.9 | 4 | % | |||||||||||||||
| Total | 1,728.3 | 100 | 2,014.2 | 100 | 2,203.1 | 100 | ||||||||||||||||||
The following table shows certain financial information of the Company under IFRS (in millions of US$) for each of the periods indicated, as a percentage of revenues:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2015 | 2014 | 2013 | ||||||||||||||||||||||
| (in millions of US$) | US$ | % | US$ | % | US$ | % | ||||||||||||||||||
| Revenues | 1,728.3 | 100.0 | 2,014.2 | 100.0 | 2,203.1 | 100.0 | ||||||||||||||||||
| Cost of sales | 1,185.6 | 68.6 | (1,431.2 | ) | 71.1 | (1,481.7 | ) | 67.3 | ||||||||||||||||
| Gross profit | 542.7 | 31.4 | 583.0 | 28.9 | 721.5 | 32.7 | ||||||||||||||||||
| Other income (1) | 15.3 | 0.9 | 24.1 | 1.2 | 96.7 | 4.4 | ||||||||||||||||||
| Administrative expenses | (86.8 | ) | 5.0 | (96.5 | ) | 4.8 | (105.2 | ) | 4.8 | |||||||||||||||
| Other expenses (2)(3) | 106.4 | 6.2 | (64.3 | ) | 3.2 | (49.4 | ) | 2.2 | ||||||||||||||||
| Other gains (losses) | 3.8 | 0.2 | 4.4 | 0.2 | (11.4 | ) | 0.5 | |||||||||||||||||
| Finance income | 11.6 | 0.7 | 16.1 | 0.8 | 12.7 | 0.6 | ||||||||||||||||||
| Finance expenses | (69.9 | ) | 4.0 | (63.4 | ) | 3.1 | (58.6 | ) | 2.6 | |||||||||||||||
| Equity income of associates and joint ventures accounted for using the equity method | 10.3 | 0.6 | 18.1 | 0.9 | 18.8 | 0.8 | ||||||||||||||||||
| Foreign currency exchange differences | (12.4 | ) | 0.7 | (16.5 | ) | 0.8 | (12.0 | ) | 0.5 | |||||||||||||||
| Income before income tax expense (2) | 308.3 | 17.8 | 405.0 | 20.1 | 613.1 | 27.8 | ||||||||||||||||||
| Income tax expense (4) | 83.8 | 4.8 | (160.7 | ) | 8.0 | (138.5 | ) | 6.3 | ||||||||||||||||
| Profit attributable to: | ||||||||||||||||||||||||
| Controlling interests (1) (2) | 220.4 | 12.7 | 236.9 | 11.8 | 467.1 | 21.2 | ||||||||||||||||||
| Non-controlling interests | 4.2 | 0.2 | 7.4 | 0.4 | 7.5 | 0.3 | ||||||||||||||||||
| Profit for the year (1) (2) | 224.5 | 13.0 | 244.3 | 12.1 | 474.6 | 21.5 | ||||||||||||||||||
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| (1) | Other income for 2013 includes US$84 million for the sale of royalties for the Antucoya mining project. After taxes, this sale had a one-time effect of US$67 million on profit for the year. |
| (2) | Other expenses for 2014 includes provisions of approximately US$7 million corresponding to payments made in 2015 to the SII for expenses that may not have qualified as tax expenses under the Chilean tax code. However, since such payments were made after March 3, 2015, the date on which the Company filed its statutory consolidated financial statements filed with the SVS, such provisions were included in net income for the period ended December 31, 2015 for purposes of the Company’s statutory consolidated financial statements. For more information, see “Item 3D. Risk Factors—Risks Relating to our Business—We could be subject to numerous risks in the U.S. and Chile as a result of ongoing investigations by the SII and the Chilean Public Prosecutor in relation to certain payments made by SQM between the tax years 2009 and 2015.” |
| (3) | Other expenses for 2015 includes a charge of US$57.7 million for depreciation and severance indemnities related to the restructuring of our Pedro de Valdivia operations. |
| (4) | In accordance with IAS 12, the effects generated by the change in the income tax rate approved by Law No. 20.780 on income and deferred taxes have been applied to the income statement. For purposes of the Company’s statutory consolidated financial statements filed with the SVS, in accordance with the instructions issued by the SVS in its circular 856 of October 17, 2014, the effects generated by the change in the income tax rate were accounted for as retained earnings. The amount charged to equity as of December 31, 2014 was US$52.3 million, thereby giving rise to a difference of US$52.3 million in profit and income tax expense in 2014 as presented in the Company’s Audited Consolidated Financial Statements compared with profit and income tax expense presented in the Company’s statutory consolidated financial statements filed with the SVS. The effects of subsequent changes in the income tax rate will be recognized in profit or loss for the period in the Company’s statutory consolidated financial statements in accordance with IAS 12. |
Results of Operations – 2015 compared to 2014
Revenues
Revenues decreased 14.2% to US$1,728.3 million in 2015 from US$2,014.2 million in 2014.
The main factors causing the decrease in revenues and the variation in the different product lines are described below.
Specialty Plant Nutrition
Specialty plant nutrition revenues decreased 8.0% to US$651.2 million in 2015 from US$708.0 million in 2014. Set forth below are sales volume data for the specified years by product category in this product line:
| (in Th. MT) | 2015 | 2014 | % Change | |||||||||
| Potassium nitrate and sodium potassium nitrate | 493.6 | 531.6 | (7 | )% | ||||||||
| Specialty blends | 203.9 | 228.0 | (11 | )% | ||||||||
| Other specialty plant nutrients (*) | 107.5 | 102.5 | 5 | % | ||||||||
| Sodium nitrate | 26.0 | 15.8 | 65 | % | ||||||||
* Includes trading of other specialty fertilizers.
We sell various products within the Specialty Plant Nutrition business line, and most of our specialty fertilizers are sold as either field fertilizers or water soluble fertilizers. While sales volumes in field fertilizer market decreased in 2015 compared to 2014, our sales volumes in the water soluble fertilizer market increased approximately 5%.
Average prices in the specialty plant nutrition business line in 2015 were US$784/MT, slightly lower than US$807/MT in 2014.
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Iodine and Derivatives
Iodine and derivatives revenues decreased 21.7% to US$262.6 million in 2015 from US$335.4 million in 2014. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2015 | 2014 | % Change | |||||||||
| Iodine and derivatives | 9.3 | 8.8 | 6 | % | ||||||||
In the iodine market, global demand grew more than 4% during 2015, and our sales volumes in this business line increased by approximately 6% compared to 2014. Demand growth was led by uses related to x-ray contrast media, LCD and the polymer industry.
Prices during 2015 continued to face downward pressure. Our average price for the year was US$28/kilogram, a decrease of over 26% compared to 2014. We believe we are the lowest cost producer of iodine. Following the restructuring of our iodine production facilities in 2015, the vast majority of our production capacity is coming from our most efficient plant in Nueva Victoria.
Lithium and Derivatives
Lithium and derivatives revenues increased 7.8% to US$223.0 million in 2015 from US$206.8 million in 2014. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2015 | 2014 | % Change | |||||||||
| Lithium and derivatives | 38.7 | 39.5 | (2 | )% | ||||||||
World demand in the lithium market continued to grow at robust levels in 2015, around 5%. This demand growth is led by uses related to batteries. In 2015, batteries accounted for almost 50% of the total lithium market, including electric cars. Introduction of new lithium supply was delayed in 2015, and only a minimal amount of new production was offered for sale.
Prices in this business line increased significantly in 2015, with average prices reaching nearly US$5,800/MT, 10% higher than average prices of approximately US$5,300/MT seen in 2014. Our sales volumes in 2015 decreased more than 2.1% compared to sales volumes in 2014.
Potassium
Potassium revenues decreased 26.4% to US$430.2 million in 2015 from US$584.3 million in 2014. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2015 | 2014 | % Change | |||||||||
| Potassium chloride and potassium sulfate | 1,241.8 | 1,556.2 | (20 | )% | ||||||||
The potassium chloride market faced weaker global demand in 2015 when compared to 2014.
The main issue in this market is the significant decrease in prices over the last few quarters. In 2015, our average price in this business line, including both potassium chloride and potassium sulfate, was US$346/MT, a decrease of 7.7% compared to the average price of US$376/MT seen in 2014.
Our sales volumes in this business line decreased 20% in 2015 compared to 2014. This was a result of shipping and production delays during the first half of 2015.
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Industrial Chemicals
Industrial chemicals revenues decreased 4.7% to US$97.1 million in 2015 from US$101.9 million in 2014. Set forth below are sales volume data for the specified years by product category:
| (in Th. MT) | 2015 | 2014 | % Change | |||||||||
| Industrial chemicals | 126.1 | 125.5 | 1 | % | ||||||||
Industrial chemical demand for traditional applications remained relatively stable in 2015 when compared to 2014. Solar salt sales volumes in 2015 reached just over 37,000 metric tons, an increase of over 65% compared to 2014.
Other Products and Services
Revenues from sales of other commodity fertilizers and other income decreased 17.2% to US$64.3 million in 2015 from US$77.7 million in 2014, due to lower prices in the fertilizer market.
Cost of Sales
Cost of sales decreased 17.2% to US$1,185.6 million in 2015, which represented 69% of revenues, from US$1,431.2 million in 2014, which represented 71% of revenues. Cost of sales decreased primarily as a result of lower production costs and the weaker Chilean peso.
Gross Profit
Gross profit decreased 6.9% to US$542.7 million in 2015, which represented 31.4% of revenues, from US$583.0 million in 2014, which represented 28.9% of revenues. Cost of sales decreased primarily as a result of lower production costs and the weaker Chilean peso. Revenues decreased as a result of lower average prices in several of our business lines, and lower volumes in our fertilizer business lines. We were able to reduce costs more than revenues decreased.
Other Income
Other income decreased 36.5% to US$15.3 million in 2015, which represented 0.9% of revenues, from US$24.1 million in 2014, which represented 1.2% of revenues.
Administrative Expenses
Administrative expenses decreased 10.1% to US$86.8 million in 2015, which represented 5.0% of revenues, from US$96.5 million in 2014, which represented 4.8% of revenues.
Other Expenses
Other expenses increased 65.5% to US$106.4 million in 2015, which represented 6.2% of revenues, from US$64.3 million in 2014, which represented 3.2% of revenues. This increase was primarily related to a one-time charge of US$57.7 million in 2015, for depreciation and severance indemnities related to the restructuring of our operations in Pedro de Valdivia.
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Other Gains (Losses)
Other gains (losses) decreased to a gain of US$3.8 million in 2015, which represented 0.2% of revenues, from a gain of US$4.4 million in 2014, which represented 0.2% of revenues.
Finance Income
Finance income decreased 28.0% to US$11.6 million in 2015, which represented 0.7% of revenues, from US$16.1 million in 2014, which represented 0.8% of revenues, due to lower interest rates earned on our investments.
Finance Expenses
Finance expenses increased 10.3% to US$69.9 million in 2015, which represented 4.0% of revenues, from US$63.4 million in 2014, which represented 3.1% of revenues, due to increased levels of debt that we incurred at the end of 2014.
Equity Income of Associates and Joint Ventures Accounted for Using the Equity Method
Equity income of associates and joint ventures accounted for using the equity method decreased 43.1% to US$10.3 million in 2015, which represented 0.6% of revenues, from US$18.1 million in 2014, which represented 0.9% of revenues.
Foreign Currency Exchange Differences
Losses from foreign currency exchange differences decreased 24.8% to US$12.4 million in 2015, which represented 0.7% of revenues, from US$16.5 million in 2014, which represented 0.8% of revenues. A significant portion of our costs is related to the Chilean peso as most of our operations occur in Chile. Because the U.S. dollar is our functional currency, we are subject to currency fluctuations. We aim to mitigate this impact through an active hedging program. During 2015, the Chilean peso depreciated 17.0% against the U.S. dollar.
Income Tax Expense
Income tax expenses decreased 47.9% to US$83.8 million in 2015, representing an effective tax rate of 27.2%, compared to US$160.7 million in 2014, representing an effective tax rate of 39.7%. The higher effective tax rate in 2014 was primarily due to an increase of US$52.3 million in our deferred tax liabilities, as a result of the 2014 Chilean Tax Reform. See “Government Regulations—Regulations in Chile Generally.” The Chilean corporate tax rate was 21% during 2014 and increased to 22.5% during 2015. The difference between the statutory and effective tax rates was due primarily to royalty taxes on income.
Profit for the Year
Profit for the year decreased 8.1% to US$224.5 million in 2015 from US$244.3 million in 2014 primarily as a result of the foregoing factors and lower prices across multiple business lines compared to 2015.
Results of Operations – 2014 compared to 2013
Revenues
Revenues decreased 8.6% to US$2,014.2 million in 2014 from US$2,203.1 million in 2013.
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The main factors causing the decrease in revenues and the variation in the different product lines are described below.
Specialty Plant Nutrition
Specialty plant nutrition revenues increased 3.0% to US$708.0 million in 2014 from US$687.5 million in 2013. Set forth below are sales volume data for the specified years by product category in this product line:
| (in Th. MT) | 2014 | 2013 | % Change | |||||||||
| Potassium nitrate and sodium potassium nitrate | 531.6 | 512.6 | 4 | % | ||||||||
| Specialty blends | 228.0 | 208.1 | 10 | % | ||||||||
| Other specialty plant nutrients (*) | 102.5 | 100.8 | 2 | % | ||||||||
| Sodium nitrate | 15.8 | 26.2 | (40 | )% | ||||||||
* Includes trading of other specialty fertilizers.
Our sales volumes in the specialty plant nutrition business line increased 3.6% in 2014 compared to 2013. Revenues for our most important product in this business line, potassium nitrate, grew approximately 5%. In general, potassium nitrate prices are less volatile than other commodity fertilizers such as potassium chloride. Prices in the business line were largely flat in 2014 compared to 2013.
Iodine and Derivatives
Iodine and derivatives revenues decreased 27.2% to US$335.4 million in 2014 from US$461.0 million in 2013. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2014 | 2013 | % Change | |||||||||
| Iodine and its derivatives | 8.8 | 9.3 | (5 | )% | ||||||||
SQM was impacted by the overall lower prices in 2014, and our prices dropped approximately 23% in 2014 compared to 2013. We expect average prices will continue to decline throughout 2015. We believe we are the lowest-cost producer in Chile and as a result are well positioned to face this challenging environment.
Our sales volumes in the iodine and derivatives business line decreased approximately 5% in 2014 compared to 2013. In 2015, we expect that our sales volumes will increase as we work to regain market share.
Lithium and Derivatives
Lithium and derivatives revenues increased 5.3% to US$206.8 million in 2014 from US$196.5 million in 2013. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2014 | 2013 | % Change | |||||||||
| Lithium and derivatives | 39.5 | 36.1 | 10 | % | ||||||||
Prices in the lithium carbonate market fell slightly during 2014, which was reflected in the approximately 4% decline in average prices for this business line in 2014 compared to 2013. We expect existing competition will add new supply in 2015, but demand growth should exceed this new supply. Therefore, we expect average prices to increase in 2015.
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Our sales volumes in the lithium business line increased nearly 10% in 2014 compared to 2013. We achieved particularly strong sales volumes in the fourth quarter, in which we reported the strongest quarterly sales volumes of 2014. We expect our sales volumes in 2015 to remain relatively stable compared to 2014, totaling just below 40,000 metric tons.
Potassium
Potassium revenues decreased 3.6% to US$584.3 million in 2014 from US$606.3 million in 2013. Set forth below are sales volume data for the specified years:
| (in Th. MT) | 2014 | 2013 | % Change | |||||||||
| Potassium chloride and potassium sulfate | 1,556.2 | 1,434.9 | 8 | % | ||||||||
The increase of approximately 8% in our sales volumes in 2014 compared to 2013 was offset by lower average prices in 2014. Although prices recovered gradually during the second half of 2014, on average for the full year, our sales prices were approximately 11% lower in 2014 compared to 2013.
In 2014, we continued to take advantage of our developed distribution network and distributed potassium chloride to customers all over the world. Our biggest market continued to be Brazil, which accounted for approximately one-third of our potassium chloride sales for the year.
Industrial Chemicals
Industrial chemicals revenues decreased 33.8% to US$101.9 million in 2014 from US$154.0 million in 2013. Set forth below are sales volume data for the specified years by product category:
| (in Th. MT) | 2014 | 2013 | % Change | |||||||||
| Industrial nitrates | 124.7 | 173.5 | (28 | )% | ||||||||
| Boric acid | 0.8 | 2.0 | (62 | )% | ||||||||
Industrial chemical demand for traditional applications remained relatively stable compared to 2013. Solar salt sales volumes reached just over 22,000 metric tons in 2014, which was a significant decline compared to 2013.
SQM executed solar salt supply agreements for over 200,000 metric tons to be supplied to four new projects in Africa and Latin America between 2015 and 2017. The majority of these volumes are expected to be delivered in 2016 and 2017. We will continue to pursue new solar salt business in an effort to further increase sales volumes. Prospects in the solar salt market remain positive, and 2015 sales volumes in this business line are expected to be higher than 2014.
Other Products and Services
Revenues from other products and services, which relate primarily to sales of other commodity fertilizers and certain other products, decreased 20.6% to US$77.7 in 2014 from US$97.9 million in 2013.
Cost of Sales
Cost of sales decreased 3.4% to US$1,431.2 million in 2014, which represented 71% of revenues, from US$1,481.7 million in 2013, which represented 67% of revenues. This increase as a percentage of revenues was principally caused by lower prices in most of our products. Cost of sales includes, among other things, depreciation and amortization costs.
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Gross Profit
Gross profit decreased 19.2% to US$583.0 million in 2014, which represented 28.9% of revenues, from US$721.5 million in 2013, which represented 32.7% of revenues. This decrease as a percentage of revenues was principally caused by lower average prices in 2014 compared to 2013 in our iodine, nitrates and lithium business lines.
Other Income
Other income decreased 75.1% to US$24.1 million in 2014, which represented 1.2% of revenues, from US$96.7 million in 2013, which represented 4.4% of revenues.
Administrative Expenses
Administrative expenses decreased 8.3% to US$96.5 million in 2014, which represented 4.8% of revenues, from US$105.2 million in 2013, which also represented 4.8% of revenues.
Other Expenses
Other expenses increased 30.2% to US$64.3 million in 2014, which represented 3.2% of revenues, from US$49.4 million in 2013, which represented 2.2% of revenues.
Other Gains (Losses)
Other gains (losses) increased to a gain of US$4.4 million in 2014, which represented 0.2% of revenues, from a loss of US$11.4 million in 2013, which represented 0.5% of revenues.
Finance Income
Finance income increased 26.8% to US$16.1 million in 2014, which represented 0.8% of revenues, from US$12.7 million in 2013, which represented 0.6% of revenues.
Finance Expenses
Finance expenses increased 8.2% to US$63.4 million in 2014, which represented 3.1% of revenues, from US$58.6 million in 2013, which represented 2.6% of revenues.
Equity Income of Associates and Joint Ventures Accounted for Using the Equity Method
Equity income of associates and joint ventures accounted for using the equity method decreased 3.7% to US$18.1 million in 2014, which represented 0.9% of revenues, from US$18.8 million in 2013, which represented 0.8% of revenues.
Foreign Currency Exchange Differences
Losses from foreign currency exchange differences increased 37.5% to US$16.5 million in 2014, which represented 0.8% of revenues, from US$12.0 million in 2013, which represented 0.5% of revenues. A significant portion of our costs is related to the Chilean peso as most of our operations occur in Chile. In addition, although most of our revenues are in U.S. dollars, we have revenues in other currencies, such as the euro and the South African rand, which depreciated during 2014. Because the U.S. dollar is our functional currency, we are subject to currency fluctuations. We aim to mitigate this impact through an active hedging program. During 2014, the Chilean peso depreciated 15.7% against the U.S. dollar.
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Income Tax Expense
Income tax expense increased 16.0% to US$160.7 million in 2014 from US$138.5 million in 2013. The effective tax rate was 39.0% in 2014 compared to 22.6% in 2013. The increase was due to an increase of US$52.3 million in our deferred tax liabilities, as a result of the 2014 Chilean Tax Reform. See “Government Regulations–Regulations in Chile Generally.” Excluding this effect, income tax expense decreased 21.7%, to US$108.4 million in 2014, an effective rate of 26.3%. The difference between the statutory and effective tax rates was due primarily to royalty taxes on income.
Profit for the Year
Profit for the year decreased 48.5% to US$244.3 million in 2014 from US$474.6 million in 2013 primarily as a result of the foregoing factors and lower prices across multiple business lines compared to 2013.
Impact of Foreign Exchange Rates
We transact a significant portion of our business in U.S. dollars, which is the currency of the primary economic environment in which we operate and is our financial currency for financial reporting purposes. A significant portion of our costs is related to the Chilean peso as most of our operations occur in Chile, and therefore an increase or decrease in the exchange rate between the Chilean peso and the U.S. dollar affects our costs of production. Additionally, as an international company operating in Chile and several other countries, we transact a portion of our business and have assets and liabilities in Chilean pesos and other non-U.S. dollar currencies, such as the Euro, the South African Rand and the Mexican peso. As a result, fluctuations in the exchange rate of such currencies to the U.S. dollar may affect our financial condition and results of operations. See Note 23 to the Financial Statements included in this Annual Report.
We monitor and attempt to balance our non-dollar assets and liabilities position, including through foreign exchange contracts and other hedging instruments, to minimize our exposure to foreign exchange rate risk. As of December 31, 2015, for hedging purposes we had open contracts to buy U.S. dollars and sell euros for approximately US$33.87 million (EUR 31 million) and sell South African rand for approximately US$22.13 million (ZAR 325 million), as well as forward exchange contracts to sell U.S. dollars and buy Chilean pesos for US$90 million (Ch$63,914 million). All of our UF and Chilean pesos bonds were hedged with cross-currency swaps to the U.S. dollar for approximately US$ 363 million as of December 31, 2015.
In addition, we had open forward exchange contracts to buy U.S. dollars and sell Chilean pesos for approximately US$148 million (Ch$105,404 million) and to sell UF for approximately US$20 million (Ch$ 14,320 million) to hedge our time deposits in Chilean pesos.
5.B. Liquidity and Capital Resources
As of December 31, 2015, we had US$1,144.5 million of cash and cash equivalents and time deposits. In addition, as of December 31, 2015, we had US$440.0 million of unused uncommitted working capital credit lines.
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Shareholders’ equity increased to US$2,400.4 million as of December 31, 2015 from US$2,292.5 million as of December 31, 2014. Our ratio of total liabilities to total equity (including non-controlling interest) on a consolidated basis decreased to 0.93 as of December 31, 2015 from 1.03 as of December 31, 2014.
We evaluate from time to time our cash requirements to fund capital expenditures, dividend payouts and increases in working capital, but we believe our working capital is sufficient for our present requirements. As debt requirements also depend on the level of accounts receivable and inventories, we cannot accurately determine the amount of debt we will require nor are our requirements typically seasonal.
The table below shows our cash flows for 2015, 2014 and 2013:
| (in millions of US$) | 2015 | 2014 | 2013 | |||||||||
| Net cash from (used in): | ||||||||||||
| Net cash from operating activities | 427.3 | 591.0 | 651.7 | |||||||||
| Net cash used in financing activities | (180.3 | ) | (388.0 | ) | (2.3 | ) | ||||||
| Net cash used in investing activities | (69.8 | ) | (311.4 | ) | (487.4 | ) | ||||||
| Effects of exchange rate fluctuations on cash and cash equivalents | (4.5 | ) | (13.7 | ) | (9.8 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | (172.7 | ) | (122.1 | ) | 152.3 | |||||||
We operate a capital-intensive business that requires significant investments in revenue-generating assets. Our past growth strategies have included purchasing production facilities and equipment and the improvement and expansion of existing facilities. Funds for capital expenditures and working capital requirements have been obtained from net cash from operating activities, borrowing under credit facilities and issuing debt securities.
The Board of Directors approved a capital expenditures plan for 2016 of approximately US$150 million in connection with investments to be made in Chile. The 2016 capital investment program is primarily focused on the maintenance of our production facilities. Our 2016 capital investment program does not call for any external financing. However, we always have the option to access capital markets in order to optimize our financial position. See “Item 4.A. History and Development of the Company—Capital Expenditure Program.”
Our other major use of funds is for dividend distributions. We paid dividends of US$123.0 million and US$373.8 million during 2015 and 2014, respectively. Our 2015 dividend policy, as disclosed at our 2015 annual general shareholders’ meeting, is to pay 50% of our profit as calculated in our financial statements filed with the SVS for each fiscal year in dividends. Under Chilean law, the minimum dividend payout is 30% of profit for each fiscal year. On March 22, 2016, the Company’s Board of Directors agreed to recommend that, subject to the approval of SQM’s shareholders at the next Annual General Shareholders’ Meeting on April 26, 2016, the Company distribute and pay a final dividend, totaling 50% of the Company’s 2015 net income. In addition, on the same date, the Board of Directors agreed to partially modify the current “dividend policy in effect to add a special dividend (dividendo eventual) of US$150 million. This dividend will be charged to SQM’s retained earnings. This dividend payment will be presented for consideration at the next Annual General Shareholders’ Meeting, which will be held on April 26, 2016.
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Financing Activities
Our current ratio, defined as current assets divided by current liabilities, decreased to 3.84 as of December 31, 2015 from 4.73 as of December 31, 2014. The following table shows key information about our outstanding long- and short-term debt as of December 31, 2015.
| Debt Instrument(1)(2) | Interest Rate | Issue Date | Maturity Date | Amortization | ||||||
| Bilateral loan — US$20 million | 0.44 | % | Aug. 21, 2015 | Feb. 17, 2016 | Bullet | |||||
| 6.125% Notes due 2016 — US$ 200 million | 6.13 | % | Apr. 15, 2006 | Apr. 15, 2016 | Bullet | |||||
| Bilateral loan — US$20 million. | 0.70 | % | Jun. 10, 2015 | Jun. 03, 2016 | Bullet | |||||
| Bilateral loan — US$17 million. | 0.58 | % | Sep. 02, 2015 | Jul. 20, 2016 | Bullet | |||||
| Bilateral loan — US$20 million | 0.57 | % | Aug. 21, 2015 | Aug. 10, 2016 | Bullet | |||||
| Bilateral loan — US$40 million. | 1.43 | % | Oct. 06, 2011 | Oct. 06, 2016 | Bullet | |||||
| Bilateral loan — US$20 million. | 1.18 | % | Oct. 12, 2011 | Oct. 12, 2016 | Semiannual, beginning in 2014 | |||||
| Bilateral loan — US$20 million. | 0.57 | % | Nov. 12, 2015 | Nov. 04, 2016 | Bullet | |||||
| Bilateral loan — US$20 million. | 1.75 | % | Dec. 21, 2011 | Dec. 21, 2016 | Semiannual, beginning in 2014 | |||||
| Series M Bond — UF 1.0 million | 3.30 | % | Feb. 01, 2012 | Feb. 01, 2017 | Bullet | |||||
| Bilateral loan — US$140 million | 2.54 | % | Oct. 29, 2009 | Sep. 13, 2017 | Bullet | |||||
| 5.50% Notes due 2020 — US$ 250 million | 5.50 | % | Apr. 21, 2010 | Apr. 21, 2020 | Bullet | |||||
| 3.625% Notes due 2023 — US$ 300 million | 3.63 | % | Apr. 03, 2013 | Apr. 03, 2023 | Bullet | |||||
| 4.375% Notes due 2025 — US$ 250 million | 4.38 | % | Oct. 28, 2014 | Jan. 28, 2025 | Bullet | |||||
| Series C Bond — UF 1.65 million | 4.00 | % | Dec. 01, 2005 | Dec. 01, 2026 | Semiannual, beginning in 2007 | |||||
| Series H Bond — UF 4 million. | 4.90 | % | Jan. 05, 2009 | Jan. 05, 2030 | Semiannual, beginning in 2019 | |||||
| Series O Bond — UF 1.5 million | 3.80 | % | Feb. 01, 2012 | Feb. 01, 2033 | Bullet | |||||
(1) UF- denominated bonds are fully hedged to U.S. dollars with cross-currency swaps.
(2) Some floating rate bilateral loans are currently hedged to fixed rate loans using interest rate swaps.
As of December 31, 2015, we had total financial debt of US$1,616 million compared to US$1,748 million as of December 31, 2014. Taking into account the effects of financial derivatives, our total financial debt amounted to US$1,692 million as of December 31, 2015 and US$1,787 million as of December 31, 2014. Of the total debt as of December 31, 2014, US$402.0 million was short-term debt. All of our UF local bonds were hedged with cross-currency swaps to the U.S. dollar as of December 31, 2015.
As of December 31, 2015, all of our long-term debt, including the current portion, was denominated in U.S. dollars, and all our UF-denominated bonds were hedged with cross-currency swaps to the U.S. dollar.
The financial covenants related to our debt instruments include: (i) limitations on the ratio of total liabilities to equity (including non-controlling interest) on a consolidated basis, (ii) minimum net worth requirements, (iii) limitations on net financial debt to EBITDA, (iv) limitations on interest indebtedness of operating subsidiaries and (v) minimum production assets. We believe that the terms and conditions of our debt agreements are standard and customary and that we are in compliance in all material respects with such terms and conditions as of December 31, 2015.
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The following table shows the maturities of our long-term debt by year as of December 31, 2015 (in millions of US dollars):
| Maturity(1) | Amount | |||
| 2016 | 382.41 | |||
| 2017 | 181.50 | |||
| 2018 | 5.41 | |||
| 2019 | 11.98 | |||
| 2020 | 268.54 | |||
| 2021 and thereafter | 761.29 | |||
| Total | 1,611.13 | |||
(1) Only the principal amount has been included. For the UF-denominated local bonds, the amounts presented reflect the real U.S. dollar obligation as of December 31, 2015 not including the effects of the cross currency swaps that hedge these bonds to the U.S. dollar and which had, as of December 31, 2015, a market value of US$75 million against SQM.
Environmental and Occupational Safety and Health Projects
We spent US$11.1 million on environmental, safety and health projects in 2015. We have budgeted approximately US$10.9 million in 2016 for environmental, safety and health projects. This amount forms part of the capital expenditure program discussed above.
5.C. Research and Development, Patents and Licenses, etc.
One of the main objectives of our research and development team is to develop new processes and products in order to maximize the returns obtained from the resources that we exploit. Our research is performed by three different units, whose research topics cover all of the processes involved in the production of our products, including chemical process design, phase chemistry, chemical analysis methodologies and physical properties of finished products.
Our research and development policy emphasizes the following: (i) optimizing current processes in order to decrease costs and improve product quality through the implementation of new technology, (ii) developing higher-margin products from current products through vertical integration or different product specifications and (iii) adding value to inventories.
Our research and development activities have been instrumental in improving our production processes and developing new value-added products. As a result of research and development activities, new methods of extraction, crystallization and finishing products have been developed. Technological advances in recent years have enabled us to improve process efficiency for the nitrate, potassium and lithium operations, improve the physical quality of our prilled products and reduce dust emissions and caking by applying specially designed additives to our products handled in bulk. Our research and development efforts have also resulted in new, value-added markets for our products. One example is the use of sodium nitrate and potassium nitrate as thermal storage in solar power plants.
We have patented several production processes for nitrate, iodine and lithium products. These patents have been filed mainly in the United States, Chile and in other countries when necessary. The patents used in our production processes include Chilean patent No. 47,080 for iodine (production of spherical granules of chemicals that sublime), Japanese patent No. 4,889,848 for nitrates (granular fertilizers) and patent Nos. 41,838 from Chile, 5393-B and 5391-B from Bolivia, AR001918B1 and AR001916B1 from Argentina and 5,676,916 and 5,939,038 from the U.S. for lithium (removal of boron from brines).
For the years ended December 31, 2015, 2014 and 2013, we invested US$4.4 million, US$7.4 million and US$9.2 million, respectively, in research and development activities.
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5.D. Trend Information
Our revenues decreased 14.2% to US$1,728.3 million in 2015 from US$2,014.2 million in 2014. Gross profit decreased 6.9% to US$542.7 million in 2015, which represented 31.4% of revenues, from US$583.0 million in 2014, which represented 28.9% of revenues. Profit attributable to controlling interests decreased 7.0% to US$220.4 million in 2015 from US$236.9 million in 2014.
Our sales volumes in the specialty plant nutrition business line decreased 5.3% in 2015 compared to 2014, while average prices decreased by 2.8%. As a result, our revenues in this business line decreased by 8.0%. We sell various products within this business line, and most of our specialty fertilizers are sold as either field fertilizers or water soluble fertilizers. Our recent strategy in this business line has been to focus primarily on the water soluble fertilizer market, which in general yields higher margins and has more growth potential. While our sales volumes in the field fertilizer market decreased in 2015 compared to 2014, our sales volumes in the water soluble fertilizer market increased by approximately 5%, as global demand for water soluble fertilizers grew. Average prices in this business line were slightly lower in 2015, and we expect average prices to be lower in 2016, as well.
Our sales volumes in the iodine business line increased 5.7% in 2015. However, the continued downward pressure on prices throughout the year led to a decrease of nearly 22% in our revenues for this business line. Average prices decreased more than 26% in 2015, and they are expected to decline further in 2016. However, we believe we are the lowest cost producer in Chile and are therefore well positioned to face the challenging pricing environment. We expect that our sales volumes will increase as we work to regain some of our market share. According to our estimates, the worldwide iodine market grew approximately 4% during 2015. We believe that market demand reached approximately 33,200 metric tons, of which SQM had a market share of approximately 26%. Demand was led by growth in the x-ray contrast media and pharmaceutical industries. We expect worldwide demand to grow over 2% in 2016.
Our sales volumes in the lithium business line decreased by 2.0% in 2015 compared to 2014, but we expect our sales volumes to increase in 2016. The average price of lithium carbonate increased 9.3% in 2015, and the average price of lithium hydroxide increased 7.8%. The upward trend in pricing is expected to continue in 2016. According to our estimates, worldwide demand for lithium grew approximately 5% in 2015, driven primarily by growth in the rechargeable battery market, and growth should be higher in 2016, around 10%. We expect other lithium producers to add new supply in 2016, although the additional volumes should be concentrated in the second half of the year. We estimate that our market share for 2015 was approximately 26%.
Our sales volumes in the potassium business line decreased 20.2% in 2015 compared to 2014, and average prices were 7.1% lower. The lower sales volumes were the result of shipping and production delays during the first half of the year. We expect our sales volumes to increase in 2016, returning to levels similar to those reported in 2014. The lower prices reflected the weaker global demand for potassium chloride in 2015. We expect average prices for this business line to be lower in 2016 than in 2015, although we expect to see some demand recovery.
Our sales volumes in the industrial chemicals product line were similar in 2015 compared to 2014. Although sales of industrial nitrates for traditional applications decreased, sales volumes of solar salts increased. We remain confident in the long-term prospects in the solar thermal energy storage market, and we expect annual sales volumes for 2016, 2017 and 2018 to be significantly higher than sales volumes for 2015.
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5.E. Off-Balance Sheet Arrangements
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, retained or contingent interests in transferred assets, derivative instruments or other contingent arrangements that would expose us to material continuing risks, contingent liabilities, or any other obligations arising out of a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us or that engages in leasing, hedging or research and development services with us.
5.F. Tabular Disclosure of Contractual Obligations
The following table shows our material expected obligations and commitments as of December 31, 2015:
| Less Than | 1 - 3 | 3 - 5 | More Than | |||||||||||||||||
| Total | 1 year | years | Years | 5 years | ||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||
| Long- and short-term debt (1) | 1,692,233 | 402,030 | 186,898 | 259,536 | 843,769 | |||||||||||||||
| Operating leases | 42,104 | 2,632 | 5,263 | 5,263 | 28,946 | |||||||||||||||
| Purchase commitments (2) | 15,888 | 15,888 | - | - | - | |||||||||||||||
| Staff severance indemnities | 21,995 | - | - | - | 21,995 | |||||||||||||||
| Total contractual obligations and commitments | 1,772,220 | 420,550 | 192,161 | 264,799 | 894,710 | |||||||||||||||
(1) Includes interest.
(2) The purchase commitments held by the Company are recognized as a liability when the services and goods are received by the Company.
5.G. Safe Harbor
The information contained in Items 5.E and 5.F contains statements that may constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report, for safe harbor provisions.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
We are managed by our executive officers under the direction of our Board of Directors, which, in accordance with our by-laws, consists of eight directors, seven of whom are elected by holders of Series A common shares and one of whom is elected by holders of Series B common shares. The entire Board of Directors is regularly elected every three years at our Ordinary Shareholders’ Meeting. Cumulative voting is allowed for the election of directors. The Board of Directors may appoint replacements to fill any vacancies that occur during periods between elections. If a vacancy occurs, the entire Board must be elected or re-elected at the next regularly scheduled Ordinary Shareholders’ Meeting. Our Chief Executive Officer is appointed by the Board of Directors and holds office at the discretion of the Board. The Chief Executive Officer appoints our executive officers. There are regularly scheduled meetings of the Board of Directors once a month. Extraordinary meetings may be called by the Chairman when requested by (i) the director elected by holders of the Series B common shares, (ii) any other director with the assent of the Chairman or (iii) an absolute majority of all directors. The Board has a Directors’ Committee and its regulations are discussed below.
The current Board of Directors was elected for a three-year term at the Annual Ordinary Shareholders’ Meeting that took place on April 24, 2015. On March 22, 2016, Hernán Büchi B. and Wolf von Appen B. informed the Board of Directors that they have decided to resign from their positions as members of the Board of Directors of SQM effective April 25, 2016. As a result, the entire Board of Directors will be elected at the next Annual Ordinary Shareholders’ Meeting on April 26, 2016.
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Our current directors are as follows:
| Name | Position and relevant experience | Current position held since | ||
| Juan Antonio Guzmán M. |
Chairman of the Board and Director. Mr. Guzmán is an industrial and chemical engineer from Pontificia Universidad Católica de Chile and has a Ph.D. from the Polytechnic of North London. He has professional experience in managing different organizations both in the public sector as a former Minister of Education and in the private sector, where he has been appointed to several executive positions as CEO and board member (Gener, CGE, Sonda, Soquimich, Indisa, Chilean Canadian Chamber of Commerce). In addition, he has been active in entrepreneurial activities including in the energy, mining, real estate and health sectors. He has been an SQM board member since 2013.
|
April 2015 | ||
| Edward J. Waitzer (1) |
Vice Chairman of the Board and Director. Mr. Waitzer was Chair of Stikeman Elliott LLP, a leading Canadian law firm, from 1999 to 2006 and remains a senior partner whose practice focuses on complex business transactions. He also advises on a range of public policy and governance matters. He is a professor and the Jarislowsky Dimma Mooney Chair in Corporate Governance and is director of the Hennick Centre for Business and Law at Osgoode Hall and the Schulich School of Business at York University. Mr. Waitzer served from 1993 to 1996 as Chair of the Ontario Securities Commission and of the Technical Committee of the International Organization of Securities Commissions and as Vice-President of the Toronto Stock Exchange until 1981. He is Chair of the Liquor Control Board of Ontario. He has written and spoken extensively on a variety of legal and public policy issues and serves or has served as director of a number of corporations, foundations, community organizations, editorial boards and advisory groups, including the Canadian Foundation for the Advancement of Investors Rights. He is currently the President of the Canada-Chile Business Council and spent 2003 to 2004 as an advisor to the SVS in Santiago, Chile. He earned his LL.B. in 1976 and his LL.M. in 1981 from the Faculty of Law, University of Toronto. Mr. Waitzer was called to the Ontario Bar in 1978 and admitted to the New York Bar in 1985. |
April 2015 |
| 90 |
| Name | Position and relevant experience | Current position held since | ||
| Joanne L. Boyes | Director. Ms Boyes, a Vice President of Treasury, Risk and Corporate Reporting, has been with PotashCorp since 2004 and is responsible for risk management, external financial and integrated reporting, complex accounting, treasury activities and overseeing internal controls compliance. She is a regular management participant on PotashCorp’s Audit Committee. | April 2015 | ||
| Hernán Büchi B. (2) | Director. Mr. Büchi is a civil engineer with a degree from the Universidad de Chile. He served as Vice Chairman of SQM’s Board from January 2000 to April 2002. He is currently a member of the Board of Directors of Quinenco S.A. and S.A.C.I. Falabella, among others. He is also Chairman of the Board of Directors of the Universidad del Desarrollo. | April 1993 | ||
| Robert A. Kirkpatrick | Director. Mr. Kirkpatrick, a Vice President, Deputy General Counsel and Assistant Corporate Secretary of PotashCorp, has been with PotashCorp since 1994 and is responsible for securities regulatory compliance and advising on corporate finance and development matters. He is a regular management participant on PotashCorp’s Corporate Governance and Nominating Committee. | April 2015 | ||
| Hans Dieter Linneberg A. (3) |
Director. Mr. Linneberg is an economist from the Universidad de Chile. He also received a Ph.D. from the Université Catholique Louvain, in Belgium. Currently, he is the Executive Director of the Corporate Governance and Capital Markets Department at the Business School of the Universidad de Chile, where he is also a faculty member lecturing on corporate governance and international finance.
|
April 2015 | ||
| Arnfinn F. Prugger |
Director. Mr. Prugger, Vice President, Technical Services for PCS Potash, has been with the company for over 25 years and has a wide range of senior–level experience in mining and geophysics.
|
April 2015 | ||
| Wolf von Appen B. (4) | Director. Mr. Von Appen is an entrepreneur. He is currently a member of Centro de Estudios Publicos. | May 2005 |
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Our current executive officers are as follows:
| Name | Position and relevant experience | Current position held since | ||
|
Patricio de Solminihac T. (5) |
Chief Executive Officer. Mr. de Solminihac is an industrial engineer with a degree from the Pontificia Universidad Católica de Chile and holds a Master in Business Administration from the University of Chicago. He joined SQM in 1988 as Business Development Vice President. Currently he is a member of the Board of Directors of Melon S.A.
|
March 2015 | ||
| Ricardo Ramos R. | Chief Financial Officer and Senior Vice President of Business Development. Mr. Ramos is an industrial engineer with a degree from the Pontificia Universidad Católica de Chile. He joined SQM in 1989. Mr. Ramos is also a member of the Board of Directors of Soquimich Comercial S.A.
|
November 1994 | ||
| Matías Astaburuaga S. | General Counsel and Senior Vice President. Mr. Astaburuaga is a lawyer with a degree from the Pontificia Universidad Católica de Chile. He joined SQM in 1989. Prior to joining SQM, he was Regional Counsel of The Coca Cola Export Corporation, Andean Region and Regional Counsel of American Life Insurance Company, Latin America Region.
|
February 1989 | ||
| Juan Carlos Barrera P. (6) |
Senior Vice President Operations, Potassium and Lithium. Mr. Barrera is an industrial engineer with a degree from the Pontificia Universidad Católica de Chile and holds a Master of Business Administration degree from Tulane University and a Master of Business Administration degree from Universidad de Chile. He joined SQM in 1991 as an advisor in the Business Development area and has served in many positions since then. In 1995, he became Business Development Manager of SQM Nitratos S.A. In 1999, he became the Corporate Quality Manager, in 2000, Corporate Supply Chain Vice President and, in 2006, General Manager of Soquimich Comercial S.A. |
January 2007 |
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| Name | Position and relevant experience | Current position held since | ||
| Pauline De Vidts S. |
Senior Vice President of Human Resources and Sustainability. Mrs. De Vidts is an industrial engineer with a degree from the Pontificia Universidad Católica de Chile and holds a Ph.D. in Chemical Engineering from Texas A&M University. She joined SQM in 1996 to work in process development for the Salar de Atacama Operations, becoming Development Manager for these operations in 1998, and later Corporate R&D and Environmental Issues Vice President in 2001. Since 2005, she has overseen safety, health, environmental and community issues, and in 2011, she also began overseeing corporate communications and public affairs for SQM.
|
August 2013 | ||
| Carlos Díaz O. |
Senior Vice President of Operations, Nitrates-Iodine. Mr. Díaz is an industrial civil engineer with an engineering degree and an MBA from the Pontificia Universidad Católica de Chile. In 1996, he joined SQM as Planning Engineer in the Sales Division where he was promoted to Planning Manager in 1998. In 2002, he assumed the position of Deputy Financial Manager of the Commercial Offices. Four years later, he became our Logistics Manager.
|
October 2012 | ||
|
Daniel Jiménez Sch.
|
Senior Vice President of Exploration. Mr. Jiménez is an industrial engineer with a degree from the Pontificia Universidad Católica de Chile and holds a Master of Business Administration degree from Old Dominion University. He joined SQM in 1991, holding several positions in the finance and sales areas at SQM’s headquarters and foreign subsidiaries in USA and Belgium, countries he was based in for eight years. In 2002, he became VP Sales and Marketing Iodine, Lithium and Industrial Chemicals. In 2007, he became Senior VP of Human Resources and Corporate Services. In 2013 he became Senior VP of Exploration. Mr. Jiménez is also a member of the Board of Directors of Soquimich Comercial S.A. | August 2013 |
| 93 |
| Name | Position and relevant experience | Current position held since | ||
| Eugenio Ponce L. |
Senior Commercial Vice President. Mr. Ponce is a mechanical engineer with a degree from the Universidad Católica de Valparaíso. In 1981, he joined SQM as a Sales Manager. He became Commercial Manager in 1982, Commercial and Operations Manager in 1988 and Chief Executive Officer of SQM Nitratos S.A. in 1991. Currently he is a member of the Board of Directors of Soquimich Comercial S.A. and Vice Chairman of the Board of Directors of Pampa Calichera S.A.
|
March 1999 | ||
| Raul Puerto |
Internal Audit Manager. Mr. Puerto has 18 years of experience in auditing, risk management, internal control, and compliance, having worked in several multinational companies in Chile and Latin America. He has an MBA from the University of Chile and Tulane University and is an industrial engineer with a degree from the Pontificia Universidad Javeriana de Colombia.
|
January 2016 | ||
| Andrés Yaksic B | Risk Management and Compliance Officer. Mr. Yaksic is a civil engineer with an engineering degree and an MBA from the Pontificia Universidad Católica de Chile. He joined SQM in 2008 as a strategic marketing engineer before being promoted to a strategic marketing manager the following year. In 2012 and 2013 he was the Development Manager for New Lithium Projects and beginning in November 2013 worked as the Finance Manager for the Commercial Offices. | October 2015 |
| (1) | As of December 31, 2015, Mr. Waitzer beneficially owned 10,000 of SQM’s shares |
| (2) | On March 22, 2015, Mr. H. Büchi B. informed the Board of Directors that he has decided to resign from his position as director of SQM effective April 25, 2016. |
| (3) | As of December 31, 2015, Mr. Linneberg beneficially owned 455 of SQM’s shares. |
| (4) | On March 22, 2015, Mr. Wolf von Appen B. informed the Board of Directors that he has decided to resign from his position as director of SQM effective April 25, 2016. |
| (5) | On March 16, 2015, Mr. Patricio de Solminihac T. was named as Chief Executive Officer of SQM. |
| (6) | As of December 31, 2015, Mr. Barrera beneficially owned 224 of SQM’s shares. |
6.B. Compensation
At the Ordinary Shareholders’ Meeting held on April 24, 2015, shareholders approved the creation of an ad-hoc Committee and a Corporate Governance Committee. The compensation for these two committees, and the Audit and Financial Risk Committee and the Safety, Health and Environmental Committee was approved during this Ordinary Shareholders’ Meeting.
During 2015, directors were paid a monthly fee, which was independent of attendance and the number of Board sessions. For the Chairman, the fee amounted to UF 300 per month. For the remaining seven directors, the fee amounted to UF 125 per month for the period between January and April, and UF 200 per month for the period between May and December. In addition, the directors received variable compensation (in Chilean pesos) based on a profit-sharing program approved by the shareholders. In 2015, the Chairman received the equivalent of 0.135% of 2014 profit and each of the remaining seven directors received the equivalent of 0.06% of 2014 profit.
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In addition, during 2015, members of the Directors’ Committee were paid UF 75 per month, regardless of the number of sessions held by the Directors’ Committee. In addition, the members of the Directors’ Committee received variable compensation (in Chilean pesos) based on a profit-sharing program approved by the shareholders. In 2015, members of the Directors’ Committee each received an amount equal to 0.02% of 2014 profit. This remuneration is also independent from what the Committee members obtain as members of our Board of Directors.
During 2015, the members of the Safety, Health and Environmental Committee received UF 30 per month for the period between January and April, regardless of the number of sessions held, and received UF 50 per month for the period between May and December, regardless of the number of sessions held. During 2015, the members of the ad-hoc Committee received UF 50 per month for the period between May and December, regardless of the number of sessions held. During 2015, the members of the Corporate Governance Committee received UF 50 per month for the period between May and December, regardless of the number of sessions held.
During 2015, the compensation paid to each of our directors who served on the Board during the year was as follows (amounts in Chilean pesos):
| SQM
Board Meeting(Ch$) | SQM Directors’ Committee (Ch$) | SQM
Health, Safety and Environment Committee (Ch$) | Corporate Governance Committee (Ch$) | Ad-Hoc Committee (Ch$) | SQMC Board Meeting (Ch$) | Total (Ch$) | ||||||||||||||||||||||
| Juan Antonio Guzmán Molinari | 159,969,353 | 45,872,709 | - | - | - | - | 205,842,062 | |||||||||||||||||||||
| Edward J. Waitzer | 30,222,760 | 11,333,536 | - | 7,555,692 | 7,555,692 | - | 56,667,680 | |||||||||||||||||||||
| Joanne L. Boyes | 30,222,760 | - | 7,555,692 | - | - | - | 37,778,452 | |||||||||||||||||||||
| Hernán Büchi Buc | 147,434,787 | 57,198,117 | - | - | - | - | 204,632,904 | |||||||||||||||||||||
| Robert A. Kirkpatrick | 30,222,760 | - | - | 7,555,692 | 7,555,692 | - | 45,334,144 | |||||||||||||||||||||
| Hans Dieter Linneberg Arancibia | 35,320,768 | 13,245,289 | - | 8,830,194 | - | - | 57,396,251 | |||||||||||||||||||||
| Arnfinn F. Prugger | 30,222,760 | - | 7,555,692 | - | - | - | 37,778,452 | |||||||||||||||||||||
| Wolf von Appen Behrmann | 137,189,287 | 45,872,709 | 7,550,273 | - | 7,550,273 | - | 198,162,542 | |||||||||||||||||||||
| Julio Ponce Lerou | 678,069,310 | - | - | - | - | 29,544,000 | 707,613,310 | |||||||||||||||||||||
| Wayne R. Brownlee | 108,948,577 | - | - | - | - | - | 108,948,577 | |||||||||||||||||||||
| Patricio Contesse Fica | 106,988,201 | - | 3,693,211 | - | - | - | 110,681,412 | |||||||||||||||||||||
| José María Eyzaguirre Baeza | 100,816,007 | - | 2,211,885 | - | - | - | 103,027,892 | |||||||||||||||||||||
| Alejandro Montero Purviance | 102,503,859 | - | - | - | - | - | 102,503,859 | |||||||||||||||||||||
| Total | 1,698,131,189 | 173,522,360 | 28,566,753 | 23,941,578 | 22,661,657 | 29,544,000 | 1,976,367,537 | |||||||||||||||||||||
| 95 |
For the year ended December 31, 2015, the aggregate compensation paid to our 103 principal executives based in Chile was Ch$13,745 million. We do not disclose to our shareholders or otherwise make available to the public information as to the compensation of our individual executive officers.
We maintain incentive programs for our employees based on individual performance, company performance and short- medium- and long-term indicators. Additionally, in order to provide incentives to key executives and to retain such executives, we maintain a long-term cash bonus compensation plan for certain senior executives, which consists of a long-term bonus linked to share price and is payable between 2016 and 2018.
As of December 31, 2015, the provision providing a long-term bonus linked to our share price would have increased or decreased by approximately US$1.5 million per each movement of US$1 in the Series B common share price, when the share price is above US$50. The amount of actual cash bonuses payable under the long-term incentive program will vary depending on the market share price of the Series B common shares on the date as of which the bonuses are paid.
As of December 31, 2015, we had a provision related to all of the incentive programs in an aggregate of US$13.4 million.
We do not maintain any pension or retirement programs for the members of the Board or our executive officers in Chile.
6.C. Board Practices
Information regarding the period of time each of SQM’s current Directors has served in his office is provided in the discussion of each member of the Board above in Item 6.A. Directors and Senior Managers.
The date of expiration of the term of the current Board of Directors is April 2018. The contracts of our executive officers are indefinite. On March 22, 2016, Hernán Büchi B. and Wolf von Appen B. informed the board of directors that they have decided to resign from their positions as members of the Board of Directors of SQM effective April 25, 2016. As a result, the entire Board of Directors will be elected at the next Annual Ordinary Shareholders’ Meeting on April 26, 2016.
The members of the Board are remunerated in accordance with the information provided above in Item 6.B. Compensation. There are no contracts between SQM, or any of its subsidiaries, and the members of the Board providing for benefits upon termination of their term.
Directors’ Committee – Audit Committee
As required by Chilean Law, during 2015 we had a Directors’ Committee (Comité de Directores) composed of three Directors, which performs many of the functions of an audit committee. This Directors’ Committee complies with the requirements of the NYSE corporate governance rules applicable to audit committees. Under the NYSE corporate governance rules, the audit committee of a U.S. company must perform the functions detailed in the NYSE Listed Company Manual Rules 303A.06 and 303A.07. Non-U.S. companies are required to comply with Rule 303A.06 but are not at any time required to comply with Rule 303A.07.
Since April 24, 2015, our Directors’ Committee has been comprised of three Directors, Hernán Büchi B., Hans Dieter Linneberg A. and Edward J. Waitzer, each of whom meets the NYSE independence requirements for audit committee members. According to Chilean independence requirements, Mr. Linneberg and Mr. Waitzer meet the requirements for independence.
| 96 |
Between January 1, 2015 and April 24, 2015, our Directors’ Committee was comprised of three Directors: Mr. Buchi, Mr. Guzmán and Mr. Von Appen. Each of the three members met the NYSE independence requirements for audit committee members. According to Chilean independence requirements, Mr. Guzmán met the requirements for independence.
During 2015, the Directors’ Committee of SQM (the “Committee”) analyzed (i) the Company’s Unaudited Financial Statements and Reports; (ii) the Company’s Audited Financial Statements and Reports; (iii) the Reports and proposals of external auditors, accounts inspectors and independent risk rating agencies for the Company; (iv) the proposal to SQM’s Board of Directors about the external auditors and independent rating agencies that the Board could recommend to the respective shareholders’ meeting for their subsequent appointment; (v) the tax and other services, other than audit services, provided by the Company’s external auditors and its subsidiaries in Chile and abroad; (vi) the remuneration and compensation plans for the Company’s main executives; (vii) the information related to the Company’s operations as referred to in Title XVI of the Corporations Act and (viii) the report on internal control of the Company and (ix) other matters.
Regarding the above, the Committee:
| (a) | Examined the information regarding the financial statements of SQM for the 2015 business year and the Report issued thereon by the External Auditors of SQM. Similarly, it also examined the Company’s Interim Consolidated Financial Statements for the 2015 business year. |
| (b) | Examined –i– during its Meeting No. 101 on August 06, 2015 the subscription of one or two Contracts for the Use of Facilities at Angamos Port between the SQM Group and the Ultramar Group linked to Mr. Wolf von Appen B., Director of SQM S.A. The Company’s Directors’ Committee approved said subscriptions and the Board of Directors of SQM S.A., subsequently, in its Board of Directors Meeting No. 708 on August 25, 2015, was informed in a timely manner about said approvals and, in turn, also confirmed that said contracts were agreed upon with the prices, terms, and other conditions similar to those prevailing in the respective markets at the pertinent time and, consequently, the Directors present unanimously approved their subscription with the sole abstention of the Director Mr. Von Appen, and declared that the latter does not constitute an Essential Fact for the Company –ii– during its meeting No. 102 on August 25, 2016 the execution of a Communications Advisory Services contract between the SQM Group and Extend S.A. linked to Mr. Juan Antonio Guzmán M., Chairman of the Board of Directors of SQM S.A. The Company’s Directors’ Committee approved said execution and the Board of Directors of SQM S.A., subsequently, in its Board of Directors meeting No. 708 on August 25, 2015, was informed in a timely manner about said approvals and, in turn, also confirmed that said contract was agreed upon with the prices, terms, and other conditions similar to those prevailing in the respective markets at the pertinent time and, consequently, the Directors present unanimously approved their subscription with the sole abstention of the Chairman Mr. Guzmán and declared that the latter does not constitute an Essential Fact for the Company -iii– during its meeting No. 104 on November 17, 2015 the execution of between one and three Contracts for the Use of Facilities at Angamos Port between the SQM Group and the Ultramar Group linked to Mr. Wolf von Appen B., Director of SQM S.A. The Company’s Directors’ Committee approved said contracts and the Board of Directors of SQM S.A., subsequently, in its Board of Directors meeting No. 715 on November 17, 2015, was informed in a timely manner about said approvals and, in turn, also confirmed that said contracts were agreed upon with the prices, terms, and other conditions similar to those prevailing in the respective markets at the pertinent time and, consequently, the Directors present unanimously approved their execution with the sole abstention of the Director Mr. Von Appen– and declared that the latter does not constitute an Essential Fact for the Company. |
| 97 |
| (c) | Proposed to the Company’s Board of Directors the names of the External Auditors and the Independent Risk Rating Agencies for SQM and the Company’s Board of Directors, in turn, suggested their appointment to the respective Annual Ordinary Shareholders Meeting of SQM. The Company’s Board of Directors approved said suggestions and the Shareholders’ Meeting also ratified them. |
| (d) | Examined the remuneration system and the compensation plans for the Company’s employees and senior executives. |
The Directors’ Committee also (i) actively worked to understand and clarify the situations that delayed the filing of SQM’s 2014 Annual Report on Form 20-F (ii) redefined the role and responsibilities of the risk management and compliance department and appointed a new manager in charge of the area (iii) evaluated the candidates that the Company considered to fill the internal audit manager position, making the hiring recommendation and also recommending that this position report directly to the Directors’ Committee (iv) instructed that a quarterly report on the CEO’s expenses be prepared (v) reviewed the modifications to SQM’s Code of Ethics and (vi) structured the procedures for paying providers or customers that have been defined as public officials, politically exposed persons (“PEP”) and “PEP Connections.”
Finally, the Directors’ Committee issued the Annual Management Report referred to in Law No. 18,046.
On April 25, 2014, the Annual General Shareholders Meeting of SQM approved an operational budget for the Directors Committee; the operational budget is equivalent to the annual remuneration of the members of the Directors Committee. The activities carried out by the Committee, as well as the expenses incurred by it, are disclosed at the General Shareholders Meeting. During 2015 the Directors’ Committee incurred expenses of UF590 (approximately US$21,000) for advisory services.
Article 50 bis of the Chilean Corporations Act states that the Committee should consist of three Directors, of which at least one member should preferably be independent from the controller (i.e. any person or entity who “controls” the company for Chilean law purposes), if any, and that their functions be remunerated.
Comparative Summary of Differences in Corporate Governance Standards
The following table provides a comparative summary of differences in corporate governance practices followed by us under our home-country rules and those applicable to U.S. domestic issuers pursuant to Section 303A of the New York Stock Exchange (NYSE) Listed Company Manual.
Listed Companies that are foreign private issuers, such as SQM, are permitted to follow home country practices in lieu of the provisions of Section 303A, except such companies are required to comply with the requirements of Section 303A.06, 303A.11 and 303A.12(b) and (c).
| Section | NYSE Standards | SQM practices pursuant to Chilean Stock Exchange regulations | ||
| 303A.01 | Listed companies must have a majority of independent directors. | There is no legal obligation to have a majority of independent directors on the Board but, according to Chilean law, the Company’s directors cannot serve as executive officers. | ||
| 303A.02 | No director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). | A director would not be considered independent if, at any time, within the last 18 months he or she: |
| 98 |
| Section | NYSE Standards | SQM practices pursuant to Chilean Stock Exchange regulations | ||
|
In addition, a director is not independent if: (i) The director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company. (ii) The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (iii) (A) The director is a current partner or employee of a firm that is the listed company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the listed company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the listed company’s audit within that time. (iv) The director or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee. (v) The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. |
(i) Maintained any relationship of a relevant nature and amount with the company, with other companies of the same group, with its controlling shareholder or with the principal officers of any of them or has been a director, manager, administrator or officer of any of them;
(ii) Maintained a family relationship with any of the members described in (i) above;
(iii) Has been a director, manager, administrator or principal officer of non-profit organizations that have received contributions from (i) above;
(iv) Has been a partner or a shareholder that has had or controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of an entity that has provided consulting or legal services for a relevant consideration or external audit services to the persons listed in (i) above;
(v) Has been a partner or a shareholder that has had or controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of the principal competitor, supplier or clients. | |||
| 303A.03 | The non-management directors must meet at regularly scheduled executive sessions without management. | These meetings are not needed given that directors cannot serve as executive officers. | ||
| 303A.04 |
(a) Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. (b) The nominating/corporate governance committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities – which, at minimum, must be to: identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management; and (ii) an annual performance evaluation of the committee. |
This committee is not required as such in the Chilean regulations. However, pursuant to Chilean regulations SQM has a Directors’ Committee (see Board practices above). | ||
| 303A.05 | Listed companies must have a compensation committee composed entirely of independent directors, and must have a written charter | This committee is not required as such in the Chilean regulations. Pursuant to Chilean regulations, SQM has a Directors’ Committee (see Board practices above) that is in charge of reviewing management’s compensation. |
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| Section | NYSE Standards | SQM practices pursuant to Chilean Stock Exchange regulations | ||
|
303A.06
|
Listed companies must have an audit committee. | This committee is not required as such in the Chilean regulations. Pursuant to Chilean regulations, SQM has a Directors’ Committee that performs the functions of an audit committee and that complies with the requirements of the NYSE corporate governance rules. | ||
| 303A.07 | The audit committee must have a minimum of three members. All audit committee members must satisfy requirements of independence, and the committee must have a written charter. The listed companies must have an internal audit function to provide management with ongoing assistance of the Company’s risk management process and the system of internal controls | Pursuant to Section 303A.00, SQM is not required to comply with requirements in 303A.07. Pursuant to Chilean Regulations SQM has a Director’s Committee (see Board practices above) that also performs the functions of an audit committee with certain requirements of independence. | ||
| 303A.08 | Shareholders must have the opportunity to vote on all equity-compensation plans and material revisions thereto. | SQM does not have equity compensation plans. However, as mentioned in Item 6.B. Compensation, the Company does have a long-term cash bonus compensation plan. Directors and executives may only acquire SQM shares by individual purchases. The purchaser must give notice of such purchases to the Company and the Superintendence of Securities and Insurance. | ||
| 303A.09 | Listed companies must adopt and disclose corporate governance guidelines. | Chilean law does not require that corporate governance guidelines be adopted. Directors’ responsibilities and access to management and independent advisors are directly provided for by applicable law. Directors’ compensation is approved at the annual meeting of shareholders, pursuant to applicable law. | ||
| 303A.10 | Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. | Not required in the Chilean regulations. SQM has adopted and disclosed a Code of Business Conduct and Ethics, available at the Company’s website, www.sqm.com. | ||
| 303A.11 | Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listed standards. | Pursuant to 303A.11, this table shows a comparative summary of differences in corporate governance practices followed by SQM under Chilean regulations and those applicable to U.S. domestic issuers pursuant to Section 303A. | ||
| 303A.12 | Each listed company CEO must (a) certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards; (b) promptly notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with any applicable provisions of Section 303A; and (c) must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. The annual and interim Written Affirmations must be in the form specified by the NYSE. | Not required in the Chilean regulations. The CEO must only comply with Section 303A.12 (b) and (c). |
| 100 |
| Section | NYSE Standards | SQM practices pursuant to Chilean Stock Exchange regulations | ||
| 303A.13 | The NYSE may issue a public reprimand letter to any listed company that violates a NYSE listing standard. | Not specified in the Chilean regulations. |
6.D. Employees
As of December 31, 2015, we had 4,250 permanent employees, 202 of whom were employed outside of Chile. The average tenure of our permanent employees is approximately 6.3 years.
| As of December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Employees in Chile | 4,048 | 4,610 | 4,583 | |||||||||
| Employees outside of Chile | 202 | 190 | 209 | |||||||||
| Total employees | 4,250 | 4,800 | 4,792 | |||||||||
As of December 31, 2015, 65% of our permanent employees in Chile were represented by 24 labor unions, which represent their members in collective negotiations with us. Compensation for unionized personnel is established in accordance with the relevant collective bargaining agreements. The terms of most such agreements currently in effect are three years, and expiration dates of such agreements vary from agreement to agreement. Under these agreements, employees receive a salary according to a scale that depends upon job function, seniority and productivity. Unionized employees also receive certain benefits provided by law and certain benefits provided under the applicable collective bargaining agreement, which vary depending upon the terms of the collective agreement, such as scholarships and additional health, death and disability benefits, among others.
In addition, we own all of the equity of Institución de Salud Previsional Norte Grande Limitada (“Isapre Norte Grande”), which is a health care organization that provides medical services primarily to our employees, and of Sociedad Prestadora de Servicios de Salud Cruz de Norte S.A. (“Prestadora”), which is a hospital in María Elena. We make contributions to Isapre Norte Grande and to Prestadora in accordance with Chilean laws and the provisions of our various collective bargaining agreements, but we are not otherwise responsible for their liabilities.
Non-unionized employees receive individually negotiated salaries, benefits provided for by law and certain additional benefits which we provide.
We provide housing and other facilities and services for employees and their families at the María Elena site.
We do not maintain any pension or retirement programs for our Chilean employees. Most workers in Chile are subject to a national pension law, adopted in 1980, which establishes a system of independent pension plans that are administered by the corresponding Pension Fund Administrator (“Sociedad Administradora de Fondos de Pensiones”). We have no liability for the performance of any of these pension plans or any pension payments to be made to our employees. We do, however, sponsor staff severance indemnities plans for our employees and employees of our Chilean subsidiaries whereby we commit to provide a lump sum payment to each employee at the end of his/her employment, whether due to death, termination, resignation or retirement.
Over 95% of our employees are employed in Chile, of which approximately 65% were represented by 24 labor unions as of December 31, 2015. As in previous years, during 2015, we renegotiated collective labor contracts with individual unions one year before the expiration of such contracts. The next cycle of negotiations began in January 2016. Collective labor contracts with 19 unions representing 78% of unionized workers expire in 2017. Collective labor contracts with three unions representing 15% of unionized workers expire in 2018. The collective labor contracts with two unions representing 7% of unionized workers expire in 2019. We are exposed to labor strikes and illegal work stoppages that could impact our production levels. If a strike or illegal work stoppage occurs and continues for a sustained period of time, we could be faced with increased costs and even disruption in our product flow that could have a material adverse effect on our business, financial condition and results of operations.
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6.E. Share Ownership
As of April 15, 2016, SQM had a “controlling group,” as such term is defined in Title XV of Chilean Law N°18,045. SQM has been informed that, as of April 15, 2016, Mr. Julio Ponce Lerou and related persons control 100% of Inversiones SQYA Ltda. (“SQYA”) and 100% of Inversiones SQ Ltda. These two companies control indirectly 29.97% of all shares of SQM (consisting of 71,868,567 Series A shares and 7,007,688 Series B shares), as follows: (i) Inversiones SQ Ltda. controls 0.0258% of Norte Grande S.A. (“Norte Grande”) and SQYA controls 67.59% of Norte Grande, which controls 76.82% of Sociedad de Inversiones Oro Blanco S.A., which controls 88.64% of Pampa Calichera, which controls 19.67% of SQM, including 2,193 series A shares and 120,000 series B shares, that as of April 15, 2016 were held under custody at Negocios y Valores S.A. Corredores de Bolsa; (ii) Pampa Calichera controls 99.99% of Inversiones Global Mining (Chile) Limitada, which controls 3.34% of SQM and (iii) Norte Grande controls 76.34% of Nitratos de Chile S.A., which controls 98.89% of Potasios de Chile S.A., which controls 10.07% of Pampa Calichera and 6.91% of SQM. Thus, Pampa Calichera and its related companies, Inversiones Global Mining Chile Limitada and Potasios de Chile S.A. (together, the “Pampa Group”), control 29.97% of SQM.
As of April 15, 2016, Kowa Company Ltd., Inversiones La Esperanza (Chile) Limitada, Kochi S.A., and La Esperanza Delaware Corporation (together, “Kowa Group”) are owners of 2.11% of all shares in SQM. On December 21, 2006, the Pampa Group and the Kowa Group entered into a Joint Operation Agreement which currently allows them to have the status of “controlling group” of the Company. The aforementioned Joint Operation Agreement refers to a filing made with the SVS that was filed by Sociedad de Inversiones Pampa Calichera S.A. on December 21, 2006.
In a filing made with the SVS on November 12, 2015, Sociedad de Inversiones Oro Blanco S.A. stated that its board of directors had agreed to retain the services of the investment bank Banco Itaú Argentina S.A. as a financial advisor, on an exclusive basis and for a twelve-month period, in order to (i) analyze strategic alternatives relating to its shares in Sociedad de Inversiones Pampa Calichera S.A. and (ii) to look for third parties who could be interested in such shares. In the same filing, the company indicated that its board of directors is interested in evaluating all alternatives that are in the best interest of the company and its shareholders. It also indicated that its board of directors has not made any relevant decisions with respect to the investment in or disposal of its assets, and that such decisions will be the purpose of the advisory services retained.
The following table shows the combined stakes that the Controller Group held in SQM as of:
| % Beneficial ownership | ||||
| April 15, 2016 | 32.08 | % | ||
| December 31, 2015 | 32.08 | % | ||
| December 31, 2014 | 32.03 | % | ||
| December 31, 2013 | 32.00 | % | ||
Separately from any ownership interest held by the Controller Group, as of April 15, 2016, SQM has been informed that PCS indirectly controls 100% of the shares of Inversiones El Boldo Limitada, 100% of the shares of Inversiones RAC Chile Limitada and 100% of the shares of Inversiones PCS Chile Limitada. Through these companies, PCS owns 32% of the total shares of SQM. For additional information regarding share ownership of the Company, see “Item 7. Major Shareholders and Related Party Transactions.”
We do not grant stock options or other arrangements involving the capital of SQM to directors, managers or employees. For more information on the share holdings of current directors and executive officers, see “Item 6. Directors, Senior Management and Employees—Directors and Senior Management.”
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
The following table shows certain information concerning beneficial ownership of the Series A and Series B common shares of SQM as of April 15, 2016 with respect to each shareholder known by us to beneficially own more than 5% of the outstanding Series A or Series B common shares. The following information is derived from our records and reports filed by certain of the persons named below with the SVS and the Santiago Stock Exchange.
| Shareholder | Number of series A shares beneficially owned | % series A shares | Number of series B shares beneficially owned | % series B shares | % total shares | |||||||||||||||
| The Bank of New York | — | — | 59,667,469 | 49.57 | % | 22.67 | % | |||||||||||||
| Sociedad de Inversiones Pampa Calichera S.A. (1) (2) | 44,891,974 | 31.43 | % | 7,007,688 | 5.82 | % | 19.67 | % | ||||||||||||
| Inversiones El Boldo Ltda.(3) | 29,330,326 | 20.54 | % | 17,963,546 | 14.92 | % | 17.97 | % | ||||||||||||
| Inversiones RAC Chile Ltda.(3) | 19,200,242 | 13.44 | % | 2,202,773 | 1.83 | % | 8.13 | % | ||||||||||||
| Potasios de Chile S.A.(2) | 18,179,147 | 12.73 | % | — | — | 6.91 | % | |||||||||||||
| Inversiones PCS Chile Limitada.(3) | 15,526,000 | 10.87 | % | — | — | 5.90 | % | |||||||||||||
| Banco de Chile por Cuenta de Terceros No Residentes | — | — | 8,934,829 | 7.42 | % | 3.39 | % | |||||||||||||
| Inversiones Global Mining Chile Ltda.(2) | 8,798,539 | 6.16 | % | — | — | 3.34 | % | |||||||||||||
| (1) | Pampa Calichera is a publicly held corporation whose shares are traded on the Santiago Stock Exchange. Originally, the shareholders of Pampa Calichera were employees of SQM. Pampa Calichera was formed to hold the capital stock of SQM contributed by such employees or later acquired in the open market. |
| (2) | As of April 15, 2016, SQM had a “controlling group,” as such term is defined in Title XV of Chilean Law N°18,045. SQM has been informed that, as of April 15, 2016 Mr. Julio Ponce Lerou and related persons control 100% of SQYA and 100% of Inversiones SQ Ltda. These two companies control indirectly 29.97% of all shares of SQM (consisting of 71,868,467 Series A shares and 7,007,688 Series B shares), as follows: (i) Inversiones SQ Ltda. controls 0.0258% of Norte Grande and SQYA controls 67.59% of Norte Grande, which controls 76.82% of Sociedad de Inversiones Oro Blanco S.A., which controls 88.64% of Pampa Calichera, which controls 19.67% of SQM, including 2,193 series A shares and 120,000 series B shares, that as of April April 15, 2016 were held under custody at Negocios y Valores S.A. Corredores de Bolsa; (ii) Pampa Calichera controls 99.99% of Inversiones Global Mining (Chile) Limitada, which controls 3.34% of SQM and (iii) Norte Grande controls 76.34% of Nitratos de Chile S.A., which controls 98.89% of Potasios de Chile S.A., which controls 10.07% of Pampa Calichera and 6.91% of SQM. Thus, Pampa Calichera and its related companies, Inversiones Global Mining Chile Limitada and Potasios de Chile S.A. (the Pampa Group), control 29.97% of SQM. |
| As of April 15, 2016, Kowa Company Ltd., Inversiones La Esperanza (Chile) Limitada, Kochi S.A., and La Esperanza Delaware Corporation (the Kowa Group) are owners of 2.11% of all shares in SQM. On December 21, 2006, the Pampa Group and the Kowa Group entered into a Joint Operation Agreement which currently allows them to have the status of “controlling group” of the Company. |
| In a filing made with the SVS on November 12, 2015, Sociedad de Inversiones Oro Blanco S.A. stated that its board of directors had agreed to retain the services of the investment bank Banco Itaú Argentina S.A. as a financial advisor, on an exclusive basis and for a twelve-month period, in order to (i) analyze strategic alternatives relating to its shares in Sociedad de Inversiones Pampa Calichera S.A. and (ii) to look for third parties who could be interested in such shares. In the same filing, the company indicated that its board of directors is interested in evaluating all alternatives that are in the best interest of the company and its shareholders. It also indicated that its board of directors has not made any relevant decisions with respect to the investment in or disposal of its assets, and that such decisions will be the purpose of the advisory services retained. |
| (3) | As of April 15, 2016, PCS owns 100% of Inversiones El Boldo Limitada, 100% of Inversiones RAC Chile Ltda., and 100% of Inversiones PCS Chile Limitada, and, accordingly, is the beneficial owner of 84,222,887, or 32.00%, of SQM’s total shares. The stake held by PCS as of December 31, 2014 and 2013 was, respectively, 32.00% and 32.00% of SQM’s total shares. |
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On December 21, 2006, Pampa Calichera and Kowa executed a joint performance agreement that allows them to become the “controller group” of the Company, as such term is defined under Chilean law. We have been informed that, as of April 15, 2016, Mr. Julio Ponce L. and related persons beneficially owned, through Pampa Calichera and certain other companies, 29.97% of the shares of the Company. As of April 15, 2016, Kowa Group owned, directly and indirectly, 2.11% of the shares of the Company. As of April 15, 2016, pursuant to the joint performance agreement, the “controller group” led by Mr. Julio Ponce L. beneficially owned 32.08% of the total shares of the Company.
The Company believes that approximately 51.31% of its Series A shares and 18.12% of its Series B shares were beneficially held in Chile as of April 15, 2016. Approximately 1,213 record holders were in Chile as of April 15, 2016.
Series A and Series B common shares have the same economic rights (i.e., both series are entitled to share equally in any dividends declared on the outstanding stock) and voting rights at any shareholders meeting, whether ordinary or extraordinary, with the exception of the election of the Board, in which the Series A shareholders elect seven members and the Series B shareholders elect one member. Additionally, Series B common shares cannot exceed 50% of SQM’s issued and outstanding stock; shareholders of at least 5% of this Series may call an Ordinary or Extraordinary Shareholders’ Meeting; and the director elected by this Series may request an extraordinary Board meeting without the authorization of the Chairman of the Board. These conditions will remain in effect until 2043. Under our by-laws, the maximum individual voting power personally and/or in representation of other shareholders per Series is limited to 37.5% of the subscribed shares of each Series with voting rights and 32% of the total subscribed shares with voting rights. To calculate these percentages, shares that belong to the voting shareholder’s related persons must be added. In addition, the director elected by the Series B shareholders cannot vote in the election of the Chairman of the Board if a tie vote has occurred in the prior voting process. As of April 15, 2016, there are 142,819,552 Series A common shares and 120,376,972 Series B common shares outstanding.
7.B. Related Party Transactions
Title XVI of the Chilean Corporations Act regulates transactions with related parties for publicly held corporations and its related parties.
Articles 146 to 149 of the Chilean Corporations Act requires that our transactions with related parties (i) have as their purpose to contribute to SQM’s interests (ii) be on price, terms and conditions similar to those customarily prevailing in the market at the time of their approval and (iii) satisfy the requirements and procedures established by the Chilean Corporations Act. Violation of such articles may also result in administrative or criminal sanctions and civil liability may be sought by SQM, shareholders or interested third parties that suffer losses as a result of such violations.
In addition, article 89 of the Chilean Corporations Act requires that transactions between affiliates, subsidiaries or related parties of a closed-stock company, such as some of SQM’s main affiliates and subsidiaries, shall also be on terms similar to those customarily prevailing in the market. Directors and executive officers of companies that violate article 89 are liable for losses resulting from such violations. With respect to SQM, operations with related parties include negotiations, proceedings, contracts or operations involving SQM and its controller, directors, managers and officers, and their spouses and relatives, and other companies and persons connected to the abovementioned parties or mentioned in the by-laws or by the Directors’ Committee. Such operations may only be carried out if (i) their objective is to contribute to SQM’s interests and if their price, terms and conditions conform to prevailing market prices, terms and conditions at the time of their approval and (ii) they satisfy the requirements and procedures established by the Chilean Corporations Act. Such requirements include, among others:
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| · | that the operation be informed to the Directors’ Committee and to the Board of Directors prior to its execution; |
| · | that the Board of Directors, excluding any Directors involved in the operation, approves the operation with an absolute majority of its members, or, if an absolute majority is not feasible, with a unanimous vote by the Directors not involved in the transaction, or, if neither of these options is available, that an Extraordinary Shareholders’ Meeting be held and that shareholders representing 2/3 of the outstanding shares with voting rights approve the operation. In the latter case, prior to the meeting, the shareholders must be provided with a report by an independent evaluator and with statements by the directors as to whether or not such operation is in SQM’s interest; |
| · | that the grounds for the decision and for the exclusion be recorded in the respective minutes of the Board meeting and |
| · | that the agreement and the names of the directors who approved the same be reported at the next shareholders’ meeting. Infractions will not affect the validity of the operation but they will grant SQM or its shareholders the right to demand that the related party committing such infraction refund the amount equivalent to the benefits received by such party in the operation to SQM, and that such party indemnify for any corresponding damages. |
However, the Board of Directors may authorize the following operations with related parties to be carried out without following such requirements and procedures, as long as such authorization is obtained in advance: (a) operations wherein the amount of the transaction is not significant or (b) operations that, according to the general policies on customary practices determined by the Board of Directors, are considered normal based on SQM’s business activities or (c) operations carried out between legal entities wherein SQM holds at least a 95% ownership interest in the counterpart.
We believe that we have complied with the applicable requirements of the referred articles in all transactions with related parties. Accounts receivable from and payable to related companies are stated in U.S. dollars and accrue no interest. Other than the above, transactions are made under terms and conditions that are similar to those offered to unrelated third parties. We further believe that we could obtain from third parties all raw materials now being provided by related parties that are not our affiliates. The provision of such raw materials by new suppliers could initially entail additional expenses.
In each case, terms and conditions vary depending on the transaction pursuant to which it was generated.
The Company regularly enters into business arrangements with related parties, principally its joint ventures and associates, which are described in Note 9 to the Consolidated Financial Statements.
7.C. Interests of Experts and Counsel
Not applicable.
8.A. Consolidated Statements and Other Financial Information
8.A.1 See “Item 18. Financial Statements.”
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8.A.2 See “Item 18. Financial Statements.”
8.A.3 See “Item 19. Exhibits—Index to Financial Statements—Reports of Independent Registered Public Accounting Firm.”
8.A.4 Not applicable.
8.A.5 Not applicable.
8.A.6 Export Sales
We derive most of our revenues from sales outside of Chile. The distribution of sales presented below reflects the location of the Company’s subsidiaries making such sales and does not necessarily reflect the final destination of the products sold.
The following is the composition of the consolidated sales for the periods ending on December 31, 2015, 2014 and 2013:
| Th. US$ | 2015 | 2014 | 2013 | |||||||||
| Foreign sales | 1,539,740 | 1,786,953 | 1,960,767 | |||||||||
| Total sales | 1,728,332 | 2,014,214 | 2,203,140 | |||||||||
| Foreign sales % | 89.1 | % | 88.7 | % | 89.0 | % | ||||||
8.A.7 Legal Proceedings
Chilean Investigation
The SII has been conducting investigations related to the payment of invoices by SQM and its subsidiaries, SQM Salar S.A. and SQM Industrial S.A., for services that may not have been properly supported or that may not have been necessary to generate corporate income. The Chilean Public Prosecutor (Ministerio Público) is conducting related inquiries to determine whether such payments may be linked with alleged violations by SQM, these subsidiaries and public officials of political contribution or anti-corruption laws. The SII and the Chilean Public Prosecutor are also conducting similar investigations related to the payment of invoices by other Chilean companies that may not have been properly supported or that may not have been necessary to generate corporate income.
On February 26, 2015, SQM’s Board of Directors resolved to establish an ad-hoc Committee authorized to conduct an internal investigation relating to the issues that were the subject of the SII and Public Prosecutor investigations and to retain such independent external advice as it deemed appropriate. The original members of the ad-hoc Committee were José María Eyzaguirre B., Juan Antonio Guzmán M. and Wolf von Appen B.
The ad-hoc Committee engaged its own lawyers from Chile and the U.S. and forensic accountants from the U.S. to assist with its internal review. The U.S. lawyers retained by the ad-hoc Committee were principally charged with reviewing the relevant facts and analyzing those facts against the requirements of the FCPA. The factual findings of the ad-hoc Committee, however, were ultimately shared with Chilean as well as U.S. authorities.
On March 12, 2015, José María Eyzaguirre B. resigned from the ad-hoc Committee and his position was subsequently filled by Hernán Büchi B.
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On March 16, 2015, the Board of Directors decided to terminate the employment contract of the Company’s then- CEO, Patricio Contesse G. This followed his failure to cooperate with the ad-hoc Committee’s investigation.
On March 17, 2015, three members of the Board of Directors resigned, all of whom had been nominated by PCS, one of SQM’s two principal shareholder groups. PCS issued a press release stating that the directors resigned because of their concern that they could not ensure that the Company was conducting an appropriate investigation and collaborating effectively with the Public Prosecutor.
On March 20, 2015, the Company identified to the SII approximately US$11 million in payments of invoices that may not have been properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. These payments originated from the office of the former CEO, Patricio Contesse G., during the six-year tax period from 2009 to 2014. As a result, the Company subsequently submitted amendments to its tax returns for the 2009 to 2014 tax years and thereafter paid taxes and interest relating to such amended returns totaling approximately US$7 million. On April 24, 2015, the Company announced that it had identified up to an additional US$2 million in payments by its subsidiary SQM Salar S.A. during the same six-year tax period that were also authorized by the former CEO and that may be deemed not properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. Subsequently, SQM Salar S.A. filed amended tax returns and paid taxes and interest relating to such amended returns totaling approximately US$1.2 million. On August 14, 2015, the Company announced that it had identified to the SII approximately US$1.6 million in additional payments by SQM S.A. and its subsidiary SQM Industrial S.A. that may be deemed not properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. SQM S.A. and SQM Industrial S.A. subsequently filed amended tax returns and, in early 2016, SQM Industrial S.A. paid taxes and interest relating to such amended returns totaling approximately US$0.3 million, and SQM S.A. paid taxes and interest relating to such amended returns totaling approximately US$1.3 million. The statute of limitations under Chilean law for tax claims is up to six years, during which period the former CEO had an annual discretionary budget covering the Company and its subsidiaries of approximately US$6 million.
On March 23, 2015, the SII, based on the Income Tax Law (Ley de Impuesto a La Renta) filed a criminal claim against the Company’s former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives relating to part of the payments referred to above. This and subsequent related similar claims filed by the SII against these officers and third parties are currently under review by the Public Prosecutor.
On March 31, 2015, the SVS filed an administrative claim against five current or former members of the Board of Directors, alleging that they did not release information in a timely manner relating to the payments that are subject to the tax claim referred to above. On September 30, 2015, the SVS proceeded to fine the three current and the two former members of the Board of Directors UF1,000 each (approximately US$36,000). They are currently appealing this decision to the Chilean courts.
On April 24, 2015, new members were elected to the Board of Directors at the Annual General Shareholders’ Meeting, including three new members that were nominated by PCS, and the ad-hoc Committee was subsequently reconstituted by Board of Directors members Robert A. Kirkpatrick, Wolf von Appen B. and Edward J. Waitzer.
On April 30, 2015, the Public Prosecutor, after reviewing the claims filed by the SII, informed the Company’s former CEO that it was formally investigating allegations that he approved the payment of invoices that may not be properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code and in connection therewith made intentionally false or incomplete declarations or used fraudulent procedures designed to conceal or disguise the true amount of transactions or to circumvent taxes. If he is finally adjudicated responsible, the Company may also be subject to the payment of a fine by the Chilean Criminal Court totaling 50% to 300% of the taxes paid. The Company estimates that no provision is needed at this stage.
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On May 11, 2015, the SII filed an additional criminal claim against the former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives alleging violations of the Chilean Inheritance and Donations Law (Ley sobre Impuesto a Las Herencias, Asignaciones y Donaciones). The claim states that the Company paid two invoices in 2009 and 2010 totaling approximately US$175,000 that are alleged to have been improperly supported. The claim states that these payments should have been classified as donations, and appropriate taxes should have been paid. These payments were accounted for in the amended tax returns filed with the SII. Subsequently, the SII filed a number of additional claims against these officers and third parties alleging violations of Chilean tax law and the Chilean Inheritance and Donations Law. The most recent of these criminal claims was filed by the SII on March 9, 2016. All of these claims are under review by the Public Prosecutor.
On June 17, 2015, Oscar Gajardo S., a minority shareholder of SQM, filed a lawsuit against each member of the Company’s Board of Directors serving at the time of the matters giving rise to the claim, as well as against certain members of its management, alleging that campaign contributions regulated by Chilean law and the Chilean Electoral Service that were made by the Company with Board approval additionally required shareholder approval. The plaintiff filed similar lawsuits against a number of other Chilean companies and their management. These claims are under review by the Public Prosecutor.
On July 31, 2015, the deputy of the Tarapacá region of Chile, Hugo Gutiérrez G., filed a lawsuit against the Company, broadly alleging violations of the anti-corruption and money laundering provisions of Law No. 20,393 on Criminal Liability of Legal Entities. Potential sanctions under this law could include (i) fines, (ii) loss of certain governmental benefits during a given period, (iii) a temporary or permanent bar against the Company executing contracts with governmental entities, and (iv) dissolution of the Company. This claim is under review by the Public Prosecutor.
On September 29, 2015, the Company was notified of a labor lawsuit by its former CEO, Patricio Contesse, claiming payment from the Company related to the termination of his employment contract. The total amount claimed in the lawsuit is approximately Ch$4.0 billion (approximately US$5.7 million), including severance payments for years of service and other legal or contractual payments. The Company has not paid any indemnities to the former CEO, and the lawsuit is pending in the Chilean courts. The Company estimates that no provision is needed at this stage.
On December 15, 2015, the ad-hoc Committee presented its findings to the Board of Directors. In addition to presenting a discussion of the facts surrounding the payments at issue, the ad-hoc Committee concluded that, for purposes of the U.S. Foreign Corrupt Practices Act:
| (a) | payments were identified that had been authorized by SQM's former CEO for which the Company did not find sufficient supporting documentation; |
| (b) | no evidence was identified that demonstrated that the payments were made in order to induce a public official to act or refrain from acting in order to assist SQM in obtaining economic benefits; |
| (c) | regarding the cost center managed by SQM's former CEO, it was concluded that the Company's books did not accurately reflect transactions that have been questioned, notwithstanding the fact that, based on the amounts involved, these transactions were deemed quantitatively immaterial in comparison to SQM's equity, revenues, expenses or earnings within the reported period; and |
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| (d) | SQM's internal controls were not sufficient to supervise the expenses made by the cost center managed by SQM's former CEO and that the Company trusted Patricio Contesse G. to make proper use of the resources. |
Following the presentation by the ad-hoc Committee of its findings to the Board of Directors, the Company voluntarily shared the findings of the ad-hoc Committee investigation with authorities in Chile and the U.S. (including the SEC and the DOJ), and it has cooperated with requests for additional documents and information from these authorities regarding the internal investigation discussed above.
In both Chile and the U.S., the authorities’ review of the questioned payments is ongoing. We are unable to predict the duration, scope, or results of this review, or how it may affect our business, financial condition, cash flows, results of operations and the prices of our securities. There can be no assurance that the authorities will agree with the conclusions of the ad-hoc Committee or that the authorities will not conclude that a violation of applicable law has occurred. There can be no assurance that authorities in Chile or the U.S. will not undertake a broader investigation or seek to commence additional litigation against the Company.
Responding to our regulators’ inquiries and any future civil, criminal or regulatory inquiries or proceedings diverts our management’s attention from day-to-day operations. Additionally, expenses that may arise from responding to such inquiries or proceedings, our review of responsive materials, any related litigation or other associated activities may continue to be significant. Current and former employees, officers and directors may seek indemnification, advancement or reimbursement of expenses from us, including attorneys’ fees, with respect to the current inquiry or future proceedings related to this matter. If, as a result of further investigations, it is determined that our financial statements were materially incorrect, we could be required to restate financial information for prior reporting periods. Chilean authorities, the SEC and the DOJ could impose a range of sanctions, including, but not limited to fines and civil, criminal penalties or, in the case of Chilean authorities, the sanctions discussed above under Law No. 20,393.
Class Actions
On October 14, 2015, two class action complaints then pending against the Company, our former CEO and current CEO and CFO, alleging violations of the U.S. securities laws in connection with the subject matter of the investigations described above, were consolidated into a single action in the United States District Court for the Southern District of New York. On November, 13, 2015, our former CEO and current CEO and CFO were voluntarily dismissed from the case without prejudice. On January 15, 2016, the lead plaintiff filed a consolidated class action complaint exclusively against the Company. The consolidated complaint alleges that certain statements made by the Company between June 30, 2010 and June 18, 2015, principally in the Company’s SEC filings and press releases, were materially false and/or misleading in violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Specifically, the consolidated complaint challenges certain of the Company’s statements concerning its compliance with applicable laws and regulations; the effectiveness of its internal controls; its adoption of a code of ethics consistent with SEC requirements; its revenues and taxes owed; and its compliance with applicable accounting standards. The consolidated complaint also alleges that the Company made inadequate disclosures concerning the status of the Corfo litigation described below. The lead plaintiff seeks to represent a putative class consisting of all persons who purchased SQM ADSs between June 30, 2010 and June 18, 2015, and seeks damages of an undetermined amount to recover the economic losses allegedly suffered by the class as a result of the challenged statements. On March 30, 2016, the Company filed a motion to dismiss the consolidated complaint under the doctrine of forum non conveniens or, alternatively, pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure for failure to state a claim under Section 10(b) of the Exchange Act. The briefing on that motion to dismiss is not yet complete.
Corfo Litigation
Our subsidiary SQM Salar holds exclusive and temporary exploitation rights to mineral resources in 81,920 hectares in the Salar de Atacama pursuant to the Lease Agreement. The mining exploitation concessions related to such rights are owned by Corfo and leased to SQM Salar in exchange for quarterly lease payments to Corfo based on specified percentages associated to the value of the products resulting from the minerals extracted from such concessions. For the year ended December 31, 2015, revenue related to products originating from the Salar de Atacama represented 38% of our consolidated revenues, which corresponded to revenues from our potassium product line and our lithium and derivatives product line for the period. All of our products originating from the Salar de Atacama are derived from our extraction operations under the Lease Agreement.
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In May 2014, Corfo initiated an arbitration proceeding against SQM Salar alleging (i) SQM Salar had incorrectly applied the formulas to determine lease payments resulting in an underpayment to Corfo of at least US$8.9 million for 2009 through 2013 and (ii) SQM Salar had not complied with its obligation to protect the mining rights of Corfo by failing to construct or replace markers to delineate property lines. Based on the alleged breaches of the Lease Agreement, Corfo sought (i) at least US$8.9 million plus any other amount that may be due in respect of periods after 2013, (ii) early termination of the Lease Agreement, (iii) lease payments that would have been paid through 2030 as compensation for the early termination of the Lease Agreement and (iv) punitive damages (daño moral) equal to 30% of the contractual damages awarded. SQM Salar contested the claim, asserting that both parties have applied mutually agreed formulas for the calculation and payment of lease payments for more than 20 years without conflict, in accordance with the terms of the Lease Agreement and their mutual understanding of the agreements by the parties during the term of the Lease Agreement. SQM Salar also asserted that the alleged breaches would be technical breaches and that Corfo may terminate the Lease Agreement solely for a material breach. SQM Salar in consultation with external counsel believes that it is likely it will prevail in the arbitration proceeding. However, an adverse ruling awarding damages sought by Corfo or permitting early termination of the Lease Agreement would have a material adverse effect on our business, financial condition, cash flows, results of operations and share price. We cannot assure you that Corfo will not use this arbitration proceeding to seek to renegotiate the terms of the Lease Agreement in a manner that is not favorable to SQM Salar. In addition, we cannot assure you that Corfo will not take other actions in the future in relation to the Lease Agreement that are contrary to our interests.
SQMNA Litigation
In October 2010, the City of Pomona, California, named Sociedad Química y Minera de Chile S.A. and SQM North America Corporation (“SQMNA”) and SQM as defendants in an action filed in the California Superior Court for Los Angeles County. In this matter the plaintiff seeks damages for alleged groundwater contamination from the use of defendant’s fertilizer products. The Plaintiff subsequently s withdrew its lawsuit against SQM. On June 10, 2015, the jury rejected the lawsuit against SQMNA, and the plaintiff filed an appeal, the resolution of which is pending. SQMNA intends to vigorously defend this action.
In October 2010, the City of Lindsay, California, named Sociedad Química y Minera de Chile S.A. and SQMNA as defendants in an action filed in the California Superior Court for Tulare County. In this matter the plaintiff seeks damages for alleged groundwater contamination from the use of defendant’s fertilizer products. This case is pending in the trial court. SQMNA and SQM (if it is legally served) intend to vigorously defend this action. The process has been suspended and we are awaiting results from the case in Pomona. SQMNA and SQM intend to vigorously defend this action.
Other Matters
In addition, various lawsuits, claims and proceedings, other than those specifically disclosed above, have been or may be instituted or asserted against the Company, relating to the conduct of the company’s business, including those pertaining to mining, civil, tort, commercial, labor and regulatory matters, among others. Although the outcome of other litigation cannot be predicted with certainty, and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, our management believes the disposition of such other pending matters will not have a material effect on the company’s business, financial condition, results of operations or cash flows.
8.A.8. Dividend Policy
As required by Chilean law and regulations, our dividend policy is decided upon from time to time by our Board of Directors and is announced at the Annual Ordinary Shareholders’ Meeting, which is generally held in April of each year. Shareholder approval of the dividend policy is not required. However, each year the Board must submit the declaration of the final dividend or dividends in respect of the preceding year, consistent with the then-established dividend policy, to the Annual Ordinary Shareholders’ Meeting for approval. As required by the Chilean Companies Act, unless otherwise decided by unanimous vote of the holders of issued shares, we must distribute a cash dividend in an amount equal to at least 30% of our consolidated net income for that year (determined in accordance with SVS regulations), unless and to the extent the Company has a deficit in retained earnings.
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At the Annual Shareholders’ Meeting held on April 24, 2015, shareholders agreed to pay and distribute a dividend equal to 50% of the distributable income for 2014 (to be determined in accordance with SVS regulations). The cash dividends for 2014 have been calculated and approved by shareholders based on the profit attributable to owners of parent as presented in the Chilean statutory consolidated financial statements, of US$296.4 million.
The amount of the final dividend approved by shareholders at the Annual Shareholders’ Meeting held on April 24, 2015 was US$0.56304 per share. This amount was partially paid on December 12, 2014, through an interim dividend of US$0.41493 per share. The remaining US$0.14811 was paid on May 8, 2015.
The dividend policy for 2015 established that SQM must distribute and pay in favor of its shareholders, as a final dividend, the amount in Chilean pesos equivalent to 50% of the distributable income for 2015. For this purpose, distributable net income includes income for the year included in the income statement item “Profit (Loss) Attributable to Owners of the Parent” (determined in accordance with SVS regulations).
On March 1, 2016, the Company filed its Chilean statutory consolidated financial statements with the SVS, an English language copy of which was furnished by the Company on Form 6-K dated April 7, 2016. For purposes of the Company’s Chilean statutory consolidated financial statements, in accordance with the instructions issued by the SVS in its circular 856 of October 17, 2014, the effects generated by the change in the income tax rate were accounted for as retained earnings. The amount charged to equity as of December 31, 2014 was US$52.3 million, thereby giving rise to a difference of US$52.3 million in profit and income tax expense in 2014 as presented in the Company’s Audited Consolidated Financial Statements compared with profit and income tax expense presented in the Company’s Chilean statutory consolidated financial statements filed with the SVS. The effects of subsequent changes in the income tax rate will be recognized in retained earnings instead of the income statement.
There is also a difference between net income for the periods ended December 31, 2015 and December 31, 2014 in the Audited Consolidated Financial Statements and net income for such periods in the Chilean statutory consolidated financial statements filed with the SVS. In March 2015, the Company made payments to the SII for expenses that may not have qualified as tax expenses under the Chilean tax code. Provisions of approximately US$7 million corresponding to such payments were included in net income for the period ended December 31, 2014 in these financial statements. However, since such payments were made after March 3, 2015, the date on which the Company filed its statutory consolidated financial statements for the period ended December 31, 2014, with the SVS, such provisions were included in net income for the period ended December 31, 2015 for purposes of the Company’s statutory consolidated financial statements. For more information, see “Item 3D. Risk Factors—Risks Relating to our Business. The amount of any dividends to be paid will be calculated on the basis of net income as determined for purposes of the Company’s statutory consolidated financial statements.
On March 22, 2016, the Company’s Board of Directors agreed to recommend that, subject to the approval of SQM’s shareholders at the next Annual General Shareholders’ Meeting on April 26, 2016, the Company distribute and pay a final dividend, totaling 50% of the Company’s 2015 net income. In addition, on the same date, the Board of Directors agreed to partially modify the current “dividend policy in effect to add a special dividend (dividendo eventual) of US$150 million – equivalent to approximately US$0.56992 per share. This dividend will be charged to SQM’s retained earnings. This dividend payment will be presented for consideration at the next Annual General Shareholders’ Meeting, which will be held on April 26, 2016. If such special dividend is approved by shareholders, it will be paid at the same time as the final dividend referred to above.
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The dividend policy for 2016 will be announced at the Annual Shareholders’ Meeting held on April 26, 2016. It has been proposed that SQM must distribute and pay in favor of its shareholders, as a final dividend, the amount in Chilean pesos equivalent to 50% of the distributable income for 2016, including payment of an interim dividend during the fourth quarter of the year.
We generally declare dividends in U.S. dollars (but may declare dividends in Chilean pesos) and pay such dividends in Chilean pesos. When a dividend is declared in U.S. dollars, the exchange rate to be used to convert the dividend into Chilean pesos is decided by the shareholders at the meeting that approves the dividend, which has usually been the Observed Exchange Rate on the date the dividend is declared. In the case of interim dividends, the exchange rate to be used is the Observed Exchange Rate published five business days before the payment date.
The amount and timing for payment of dividends is subject to revision from time to time, depending upon our then current level of sales, costs, cash flow and capital requirements, as well as market conditions. Accordingly, there can be no assurance as to the amount or timing of declaration or payment of dividends in the future. Any change in dividend policy would ordinarily be effective for dividends declared in the year following adoption of the change, and a notice as to any such change of policy must be filed with Chilean regulatory authorities and would be publicly available information.
Dividends
Each Series A Share and Series B Share is entitled to share equally in any dividends declared on the outstanding capital stock of SQM.
The following table shows the U.S. dollar equivalent of dividends per share and per ADS paid in each of the years indicated, based on the Observed Exchange Rate for the date on which the dividend was declared.
| Dividends | Per Share | Per ADS | ||||||||
| Declared for the business year | Paid in | Ch$ | US$ | |||||||
| 2009 (interim) | 2009 | 191.32 | 0.37994 | |||||||
| 2009 | 2010 | 126.69 | 0.24137 | |||||||
| 2010 (interim) | 2010 | 198.90 | 0.41794 | |||||||
| 2010 | 2011 | 142.40 | 0.30798 | |||||||
| 2011 (interim) | 2011 | 376.99 | 0.73329 | |||||||
| 2011 | 2012 | 147.66 | 0.30350 | |||||||
| 2012(interim) | 2012 | 456.93 | 0.94986 | |||||||
| 2012 | 2013 | 134.56 | 0.28337 | |||||||
| 2013 (interim) | 2013 | 401.60 | 0.75609 | |||||||
| 2013 | 2014 | 73.48 | 0.13129 | |||||||
| n/a (eventual) | 2014 | 479.51 | 0.87387 | |||||||
| 2014 (interim) | 2014 | 253.80 | 0.41493 | |||||||
| 2014 | 2015 | 91.55 | 0.14811 | |||||||
| 2015 (interim) | 2015 | 224.51 | 0.31915 | |||||||
Dividends payable to holders of ADSs will be paid net of conversion expenses of the Depositary and will be subject to Chilean withholding tax, currently imposed at the rate of 35% (subject to credits in certain cases).
As a general requirement, a shareholder who is not a resident of Chile must register as a foreign investor under one of the foreign investment regimes contemplated by Chilean law to have dividends, sale proceeds or other amounts with respect to its shares remitted outside Chile through the Formal Exchange Market. Under the Foreign Investment Contract, the Depositary, on behalf of ADR holders, will be granted access to the Formal Exchange Market to convert cash dividends from Chilean Pesos to U.S. dollars and to pay such U.S. dollars to ADS holders outside Chile net of taxes, and no separate registration of ADS holders is required.
8.B. Significant Changes
No significant change has occurred since the date of the financial statements set forth in Item 18.
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| ITEM 9. | THE OFFER AND LISTING |
9.A. Offer and Listing Details
Price History
The table below shows, for the periods indicated, the reported high and low market prices for our shares on the Santiago Stock Exchange and the high and low market prices of the ADSs as reported by the NYSE, as the two main exchanges on which our shares are traded. On March 27, 2008, the Company voluntarily delisted its Series A ADSs from the New York Stock Exchange. The ratio of ordinary shares to Series B ADSs is 1:1.
| (a) | Last 5 years |
| Santiago Stock Exchange | NYSE | |||||||||||||||||||||||
| Per Share (1) | Per ADS | |||||||||||||||||||||||
| Series A | Series B | Series B (2) | ||||||||||||||||||||||
| High | Low | High | Low | High | Low | |||||||||||||||||||
| Ch$ | Ch$ | Ch$ | Ch$ | US$ | US$ | |||||||||||||||||||
| 2011 | 31,400 | 25,000 | 31,280 | 23,000 | 67.75 | 43.00 | ||||||||||||||||||
| 2012 | 30,100 | 26,000 | 30,700 | 26,000 | 65.31 | 50.41 | ||||||||||||||||||
| 2013 | 27,350 | 15,500 | 27,900 | 11,956 | 59.06 | 22.50 | ||||||||||||||||||
| 2014 | 19,071 | 15,245 | 19,594 | 12,883 | 36.25 | 21.52 | ||||||||||||||||||
| 2015 | 19,450 | 12,000 | 16,400 | 8,400 | 26.40 | 12.65 | ||||||||||||||||||
| (b) | 2014 to 2016 by quarter |
| Santiago Stock Exchange | NYSE | |||||||||||||||||||||||
Per Share (1) | Per ADS | |||||||||||||||||||||||
| Series A | Series B | Series B (2) | ||||||||||||||||||||||
| High | Low | High | Low | High | Low | |||||||||||||||||||
| Ch$ | Ch$ | Ch$ | Ch$ | US$ | US$ | |||||||||||||||||||
| 2014 | ||||||||||||||||||||||||
| First quarter | 19,071 | 17,650 | 19,594 | 13,100 | 36.25 | 24.24 | ||||||||||||||||||
| Second quarter | 18,500 | 16,505 | 18,300 | 15,048 | 32.75 | 27.01 | ||||||||||||||||||
| Third quarter | 16,700 | 15,279 | 16,807 | 15,344 | 30.45 | 25.64 | ||||||||||||||||||
| Fourth quarter | 16,600 | 15,245 | 16,800 | 12,883 | 28.32 | 21.52 | ||||||||||||||||||
| 2015 | ||||||||||||||||||||||||
| First quarter | 16.300 | 15.000 | 16.400 | 10.100 | 26,40 | 15,02 | ||||||||||||||||||
| Second quarter | 16.500 | 15.899 | 13.704 | 10.055 | 22,74 | 15,51 | ||||||||||||||||||
| Third quarter | 17.500 | 12.000 | 12.050 | 8.400 | 17,57 | 12,65 | ||||||||||||||||||
| Fourth quarter | 19.450 | 14.510 | 14.288 | 10.100 | 20,06 | 14,55 | ||||||||||||||||||
| 2016 | ||||||||||||||||||||||||
| First quarter | 16,300 | 15,000 | 16,400 | 10,100 | 26.40 | 15.02 | ||||||||||||||||||
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| (c) | Last 6 months |
| Santiago Stock Exchange | NYSE | |||||||||||||||||||||||
| Per Share (1) | Per ADS | |||||||||||||||||||||||
| Series A | Series B | Series B (2) | ||||||||||||||||||||||
| High | Low | High | Low | High | Low | |||||||||||||||||||
| Ch$ | Ch$ | Ch$ | Ch$ | US$ | US$ | |||||||||||||||||||
| October 2015 | 19,400 | 14,510 | 13,960 | 10,100 | 20.06 | 14.55 | ||||||||||||||||||
| November 2015 | 19,450 | 16,000 | 14,288 | 11,698 | 19.94 | 16.61 | ||||||||||||||||||
| December 2015 | 18,250 | 16,600 | 13,900 | 10,438 | 19.67 | 14.70 | ||||||||||||||||||
| January 2016 | 18,250 | 18,239 | 13,751 | 10,680 | 19.00 | 14.90 | ||||||||||||||||||
| February 2016 | 18,245 | 16,319 | 12,434 | 10,988 | 17.95 | 25.29 | ||||||||||||||||||
| March 2016 | 16,300 | 15,498 | 16,100 | 10,100 | 25.91 | 15.02 | ||||||||||||||||||
(1) Pesos per share of Common Stock reflect nominal price at trade date.
(2) Series B shares began trading on the New York Stock Exchange on September 20, 1993.
As of April 15, 2016, there were 59,667,469 Series B ADSs outstanding. As of April 15, 2016, such ADSs represented approximately 22.67% of the total number of issued and outstanding shares of our Company.
| 9.B | Plan Of Distribution |
Not Applicable.
| 9.C | Markets |
The Series A shares and the Series B shares are currently traded on the Santiago Stock Exchange, the Bolsa Electrónica de Chile Bolsa de Valores S.A., (the Electronic Stock Exchange) and the Bolsa de Corredores Bolsa de Valores S.A., (the Valparaíso Stock Exchange). As of April 15, 2016, the Series B shares were also traded on the New York Stock Exchange in the form of ADSs at a ratio of 1:1. The ADSs representing Series B shares have traded on the NYSE since September 20, 1993. The depositary bank for these ADSs is the Bank of New York Mellon.
| 9.D | Selling Shareholders |
Not applicable.
| 9.E | Dilution |
Not applicable.
| 9.F | Expenses Of The Issue |
Not applicable.
| ITEM 10. | ADDITIONAL INFORMATION |
| 10.A. | Share Capital |
Not applicable.
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| 10.B. | Memorandum and Articles of Association |
SQM S.A., headquartered at El Trovador No. 4285, 6th Floor, Santiago, Chile, is an open stock corporation organized under the laws of the Republic of Chile. The Company was constituted by public deed issued on June 17, 1968 by Mr. Sergio Rodríguez Garcés, Notary Public of Santiago. Its existence was approved by Decree No. 1,164 of June 22, 1968, of the Ministry of Finance, and it was registered on June 29, 1968, in the Business Registry of Santiago, on page 4,537 No. 1,992.
Corporate purposes
Our main purposes, which appear in article 4 of our By-laws, are to: (a) perform all kinds of chemical or mining activities and businesses and, among others, those related to researching, prospecting, extracting, producing, working, processing, purchasing, disposing of, and marketing properties, as applicable, of all metallic and non-metallic and fossil mining substances and elements of any type or nature, to be obtained from them or from one or more concessions or mining deposits, and in their natural or converted state, or transformed into different raw materials or manufactured or partially manufactured products, and of all rights and properties thereon; (b) manufacture, produce, work, purchase, transfer ownership, import, export, distribute, transport, and market in any way, all kinds of fertilizers, components, raw materials, chemical, mining, agricultural, and industrial products, and their by-products; (c) generate, produce, distribute, purchase, transfer ownership, and market, in any way, all kinds of electrical, thermal, geothermic or other type of power, and hydric resources or water rights in general; (d) request, manifest, claim, constitute, explore, work, lease, transfer ownership, and purchase, in any way, all kinds of mining concessions; (e) purchase, transfer ownership, and administer, in any way, any kind of telecommunications, railroads, ships, ports, and any means of transport, and represent and manage shipping companies, common carriers by water, airlines, and carries in general; (f) manufacture, produce, market, maintain, repair, assemble, construct, disassemble, purchase and transfer ownership, and in any way, any kind of electromechanical structure, and substructure in general, components, parts, spares, or parts of equipment, and machines, and execute, develop, advice, and market, any kind of electromechanical or smelting activities; (g) purchase, transfer ownership, lease, and market any kind of agro industrial and farm forestry activities, in any way (h) purchase, transfer ownership, lease, and market, in any way, any kind of urban or rural real estate; (i) render any kind of health services and manage hospitals, private clinics, or similar facilities; (j) construct, maintain, purchase, transfer ownership, and manage, in any way, any kind of roads, tunnels, bridges, water supply systems, and other required infrastructure works, without any limitation, regardless of whether they may be public or private, among others, to participate in bids and enter into any kind of contracts, and to be the legal owner of the applicable concessions; and (k) purchase, transfer ownership, and market, in any way, any kind of intangible properties such as stocks, bonds, debentures, financial assets, commercial papers, shares or rights in corporations, and any kind of bearer securities or instruments, and to administer such investments, acting always within the Investment and Financing Policies approved by the applicable General Shareholders Meeting. We may comply with the foregoing by acting ourselves or through or with other different legal entities or natural persons, within the country or abroad, with properties of our own or owned by third parties, and additionally, in the ways and territories, and with the aforementioned properties and purposes, we may also construct and operate industrial or agricultural facilities or installations; constitute, administer, purchase, transfer ownership, dissolve, liquidate, transform, modify, or form part of partnerships, institutions, foundations, corporations, or associations of any kind or nature; perform all actions, enter into all contracts, and incur in all obligations convenient or necessary for the foregoing; perform any business or activity related to our properties, assets, or patrimony, or with that of our affiliates, associated companies, or related companies; and render financial, commercial, technical, legal, auditing, administrative, advisory, and other pertinent services.
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Directors
As stated in article 9 of the Company’s By-laws, the Company has 8 Directors. One of the Directors must be “independent” as such term is defined in article 50 bis of Law No. 18,046. Moreover, the possession of shares is not a condition necessary to become a Director of the Company.
As stated in article 10 of the Company’s By-laws, the term of the Directors is of three years and they can be reelected indefinitely; thus, there is no age limit for their retirement.
The Company’s By-laws, in articles 16 and 16 bis, essentially establish that the transactions in which a Director has a material interest must comply with the provisions set forth in articles 136 and 146 to 149 of Law No. 18,046 and the applicable regulations of such Law.
The Board of Directors duties are remunerated, as stated in article 17 of the Company’s By-laws, and the amount of that compensation is fixed yearly by the Ordinary Shareholders’ Meeting. Therefore, Directors can neither determine nor modify their compensation.
Directors cannot authorize Company loans on their behalf.
The Board of Directors must provide shareholders and the public with sufficient, reliable and timely information pertaining to the Company’s legal, economic and financial situation, as required by the Law or the Chilean Superintendency of Securities and Insurance. The Board of Directors must adopt the appropriate measures in order to avoid the disclosure of such information to persons other than those persons who should possess such information as a result of their title, position or activity within the Company before such information is disclosed to shareholders and the public. The Board of Directors must treat business dealings and other information about the Company as confidential until such information is officially disclosed. No Director may take advantage of the knowledge about commercial opportunities that he has obtained through his position as Director.
Independent Directors and Directors Committee
According to Chilean Law, SQM must appoint at least one Independent Director and a Directors’ Committee, due to the fact that (a) the Company has a market capitalization greater than or equal to UF 1,500,000 and (b) at least 12.5% of the Company’s shares with voting rights are held by shareholders who, on an individual basis, control or possess less than 10% of such shares.
Persons who have not been involved in any of the circumstances described in the Law at any time during the preceding 18 months are considered independent. Candidates for the position of Independent Director must be proposed by shareholders representing 1% or more of the Company’s shares, at least 10 days prior to the date of the shareholders’ meeting that has been called in order to elect the Directors. No less than two days prior to the respective shareholders’ meeting, the candidate must provide the Chief Executive Officer with a sworn statement indicating that he: (a) accepts his candidacy for the position of Independent Director (b) does not meet any of the conditions that would prevent him from being the Independent Director (c) is not related to the Company, the other companies of the group to which the Company belongs, the controller of the Company, or any of the Company’s officers in such a way that would deprive a sensible person of a reasonable degree of autonomy, interfere with his ability to perform his duties objectively and effectively, generate a potential conflict of interest, or interfere with his independent judgment, and (d) assumes the commitment to remain independent as long as he holds the position of Director.
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The Directors’ Committee shall have the following powers and duties: (a) to examine the reports of the external auditors, the balance sheet and other financial statements presented by the Company’s managers or liquidators to its shareholders and issue an opinion about the same prior to their submission for the approval of the shareholders (b) to propose to the Board of Directors the external auditors and risk rating agencies to be proposed to the shareholders at the respective shareholders’ meeting. In the event that an agreement cannot be reached, the Board of Directors shall formulate its own suggestion, and both options shall be submitted for shareholder consideration at such shareholders’ meeting (c) to examine the information relating to operations referred to in articles 146 to 149 of Law No. 18,046 and to prepare a report about such operations. A copy of such report shall be sent to the Board of Directors, and such report must be read at the Board Meeting called for the purpose of approving or rejecting the respective operation or operations (d) to examine the remuneration system and compensation plans for the Company’s management, officers and employees (e) to prepare an annual report on its activities, including its main recommendations to the shareholders (f) to inform the Board of Directors about whether or not it is advisable to hire the external audit firm to provide non-audit services where the audit firm is not prohibited from providing such services because the nature of the same could pose a threat to the audit firm’s independence, and (g) any other issues indicated in the Company’s by-laws or authorized by a shareholders’ meeting or the Board of Directors.
The Directors’ Committee shall be comprised of three members, with at least one independent member. In the event that more than three Directors have the right to form part of the Committee, these same Directors shall unanimously determine who shall make up the Committee. In the event that an agreement cannot be reached, the Directors who were elected with a greater percentage of votes by shareholders controlling or possessing less than 10% of the Company’s shares shall be given priority. If there is only one Independent Director, this Director shall name the other members of the Committee among the other Directors who are not independent. Such other members of the Committee shall have all of the rights associated with such position. The members of the Committee shall be compensated for their role. The amount of their remuneration shall be set annually at the General Shareholders’ Meeting, and it may not be less than the remuneration set for the Company Directors, plus an additional 1/3 of that amount. The General Shareholders’ Meeting shall determine a budget for the expenses of the Committee and its advisors. Such budget may not be less than the sum of the annual remunerations of the Committee members. The Committee may need to hire professional advisory services in order to carry out its duties in accordance with the abovementioned budget. The proposals made by the Committee to the Board of Directors that are not accepted by the latter must be reported to the shareholders’ meeting prior to the vote by shareholders on the corresponding matter or matters. In addition to the responsibilities that are associated with the position of Director, the members of the Committee are jointly and severally liable for any damages they cause in performing their duties as such to the shareholders and to the Company.
Shares
Dividends are annually distributed to the Series A and Series B shareholders of record on the fifth business day prior to the date for payment of the dividends. The By-laws do not specify a time limit after which dividend entitlement elapses but Chilean regulations establish that after five years, unclaimed dividends are to be donated to the fire department.
Article 5 of the Company’s By-laws establishes that Series B shares may in no case exceed 50% of the issued, outstanding and paid shares of SQM Series B. SQM Series B shares have a restricted right to vote as they can only elect one Director of the Company, regardless of their capital stock’s share. Series B shares have the right to call for an Ordinary or Extraordinary Shareholders’ Meeting when the shareholders of at least 5% of the Series B issued shares request so and for an Extraordinary Board of Directors Meeting without the Chairman’s authorization when it is requested by the Director elected by the shareholders of the Series B shares. Series A shares have the option to exclude the Director elected by Series B shareholders from the voting process in which the Chairman of the Board is to be elected, if there is a tie in the first voting process. However, articles 31 and 31 bis of the Company’s By-laws establish that in General Shareholders’ Meetings each shareholder will have a right to one vote for each share he owns or represents and (a) that no shareholder will have the right to vote for himself or on behalf of other shareholders of the same Series A or Series B shares representing more than 37.5% of the total outstanding shares with right to vote of each Series and (b) that no shareholder will have the right to vote for himself or on behalf of other shareholders representing more than 32% of the total outstanding shares with a right to vote. In calculating a single shareholder’s ownership of Series A or B shares, the shareholder’s stock and those pertaining to third parties related to them are to be added.
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Article 5 bis of the Company’s By-laws establishes that no person may directly or by means of related third persons concentrate more than 32% of the Company’s total shares with right to vote.
Each Series A share and Series B share is entitled to share equally in the Company’s profits, i.e., they have the same rights on any dividends declared on the outstanding shares of SQM.
The Company By-laws do not contain any provision relating to (a) redemption provisions (b) sinking funds or (c) liability to capital calls by the Company.
As established in article 103 of Law No. 18,046, a company subject to the supervision of the Superintendency of Securities and Insurance (SVS) may be liquidated in the following cases:
(a) Expiration of the duration term, if any, as established in its By-laws;
(b) All the shares end up in the possession of one individual for more than ten continuous days;
(c) By agreement of an Extraordinary Shareholders Meeting;
(d) By abolition, pursuant to applicable laws, of the decree that authorized its existence;
(e) Any other reason contemplated in its By-laws.
Article 40 of the Company’s By-laws states that in the event of liquidation, the shareholders’ meeting will appoint a three-member receiver committee that will have the authority to carry out the liquidation process. Any surplus will be distributed equally among the shareholders.
The only way to change the rights of the holders of the SQM shares is by modifying its By-laws, which can only be carried out by an Extraordinary Shareholders’ Meeting, as established in article 28 of the Company By-laws.
Shareholders’ Meetings
Article 29 of the Company’s By-laws states that the call to a shareholders’ meeting, either Ordinary or Extraordinary, will be by means of a highlighted public notice that will be published at least three times, and on different days, in the newspaper of the legal address determined by the shareholders’ meeting, and in the way and under the conditions indicated by the regulations. Additionally, a notice will be sent by mail to each shareholder at least fifteen days prior to the date of the Meeting, which shall include a reference of the matters to be addressed at the meeting. However, those meetings with the full attendance of the shares with right to vote may be legally held, even if the foregoing formal notice requirements are not met. Notice of any shareholders’ meeting shall be delivered to the SVS at least fifteen days in advance of such meeting.
Any holder of Series A and/or Series B shares registered in the Company’s shareholder registry on the fifth business day prior to the date of the meeting will have a right to participate at that meeting
Article 67 of Law No. 18,046 provides that decisions made at Extraordinary Shareholders’ Meeting on the following matters require the approval of 2/3 of the outstanding shares with voting rights: (1) transformation or division of the Company and its merger with another company; (2) modification of the Company’s term of duration, if any; (3) early dissolution of the Company; (4) change of the corporate domicile; (5) capital decrease; (6) approval of contributions and estimation of non-cash assets; (7) modification of powers reserved for Shareholders Meetings or limitations on powers of the Board of Directors; (8) reduction in the number of members of the Board of Directors; (9) disposal of 50% or more of the Company’s assets; formulation or modification of any business plan exceeding the above percentage; disposal of 50% or more of an asset belonging to a subsidiary that represents at least 20% of the Company’s assets and disposal of shares of the referred subsidiary such that the parent company would lose its position as controller of the same; (10) method in which profits are distributed; (11) granting of real or personal guarantees as sureties for third-party obligations that exceed 50% of the Company assets, except for subsidiaries, in which case approval of the Board of Directors shall suffice; (12) acquisition of own shares as set forth in articles 27A and 27B of the said law; (13) other matters indicated in the By-laws; (14) amendment of the Company By-laws as a result of errors in the constitution process and amendments in the By-laws involving one or more of the matters stated in the preceding numbers; (15) forced sale of shares carried out by the controller who would acquire more than 95% of the Company’s shares in a tender offer, and (16) approval or ratification of proceedings or contracts with related parties in accordance with the provisions of articles 44 and 147 of Law No. 18,046.
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Amendments to the By-laws that are intended to create, modify, defer or suspend preferential rights shall be approved by 2/3 of the shares of the affected Series.
The transformation of the Company, the merger of the same, the disposal of assets referred to in number (9) above, the constitution of guarantees set forth in number (11) above, the constitution of preferences or the increase, postponement or decrease of the existing preferences, the reparation of formal nullities incurred in the By-laws and the possession of more than 95% of the Company’s shares and other matters contemplated in the Law or in the By-laws, confer “withdrawal rights.”
Foreign Shareholders
There exists no restriction on ownership or share concentration, or limiting the exercise of the related right to vote, by local or foreign shareholders other than those discussed under Item 10.B. Memorandum and Articles of Association.
Change in Control
The Company By-laws provide that no shareholder may hold more than 32% of the Company’s shares, unless the By-laws are modified at an Extraordinary Shareholders’ Meeting. Moreover, on December 12, 2000, the Chilean Government published the Ley de Oferta Pública de Acciones (“Public Share Offering Law”) or (OPA law) that seeks to protect the interests of minority shareholders of open stock corporations in transactions involving a change in control, by requiring that the potential new controller purchase the shares owned by the remaining shareholders either in total or pro rata. The law applies to those transactions in which the controlling party would receive a material premium price compared with the price that would be received by the minority shareholders.
There are three conditions that would make it mandatory to operate under the OPA law:
| 1) | When an investor wants to take control of a company’s stock. |
| 2) | When a controlling shareholder holds two-thirds of the company’s stock. If such shareholder buys one more share, it will be mandatory to offer to acquire the rest of the outstanding stock within 30 days of surpassing that threshold. |
| 3) | When an investor wants to take control of a corporation, which, in turn, controls an open stock corporation that represents 75% or more of the consolidated assets of the former corporation. |
Parties interested in taking control of a company must (i) notify the company of such intention in writing, and notify its controllers, the companies controlled by it, the SVS and the markets where its stocks are traded and (ii) publish a highlighted public notice in two newspapers of national circulation at least 10 business days prior to the date of materialization of the OPA.
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Disclosure of Share Ownership
The Company’s By-laws do not provide for a minimum threshold at which share ownership must be disclosed.
10.C. Material Contracts
The following summarizes the terms and conditions of the main contracts to which SQM or any subsidiary is a party:
| · | On February 12, 1999, SQM S.A. entered into an Electrical Energy Supply contract with Electroandina S.A. This contract allowed for two three-year renewal options, at the option of SQM. The two options were exercised. As a result, the contract extends through March 16, 2016. Early termination of the contract is subject to payment of non-amortized investments. |
| · | On March 21, 1997, SQM Salar S.A. entered into an Electricity Supply agreement with Norgener S.A. The term of this contract extends through March 20, 2017, and early termination is subject to penalties. |
| · | On March 30, 2012, SQM S.A. entered into an Electrical Energy Supply agreement with Gener S.A. The term of this contract extends through December 31, 2030, and consolidates the estimated electricity demand of all our productive operations. Early termination of the contract is subject to an agreement between both parties, or in case of Force-Majeure extended for more than 12 months. Under this contract, we are required to purchase an amount of electricity that exceeds the amount that we estimate we will need for our operations. The excess amount is sold at marginal cost, which could result in a material loss for the Company. |
In addition, the Company, during the normal course of business, has entered into different contracts, some of which have been described herein, related to its production, commercial and legal operations. We believe all of these contracts are standard for this type of industry, and none of them is expected to have a material effect on the Company’s results of operations, with the exception of the Electrical Energy Supply agreement with Gener S.A. described above.
10.D. Exchange Controls
The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Appropriate registration of a foreign investment in Chile permits the investor access to the Formal Exchange Market. Foreign investments can be registered with the Foreign Investment Committee under Decree Law No. 600 of 1974 or can be registered with the Central Bank of Chile under the Central Bank Act, Law No 18,840 of October 1989. The Central Bank Act is an organic constitutional law requiring a “special majority” vote of the Chilean Congress to be modified. Effective January 1, 2016, Decree Law No. 600 was repealed by Article 9 of the 2014 Tax Reform. Therefore, foreign investments made on or after January 1, 2016 cannot be registered with the Foreign Investment Committee. According to the Tax Reform, a new law, replacing Decree Law No. 600, must be enacted prior to December 31, 2015. If such new law has not been enacted by December 31, 2015, the repeal of Decree Law No. 600 will be postponed until such new law has been enacted.
Our 1993, 1995 and 1998 capital increases were carried out under and subject to the then current legal regulations, whose summary is hereafter included:
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A ‘Convención Capítulo XXVI del Título I del Compendio de Normas de Cambios Internacionales’ or Compendium of Foreign Exchange Regulations of the Central Bank of Chile, “Foreign Investment Contract” was entered into and among the Central Bank of Chile, our Company and the Depositary, pursuant to Article 47 of the Central Bank Act and to Chapter XXVI of the Compendium of Foreign Exchange Regulations of the Central Bank of Chile, “Chapter XXVI,” which addresses the issuance of ADSs by a Chilean company. Absent the Foreign Investment Contract, under applicable Chilean exchange controls, investors would not be granted access to the Formal Exchange Market for the purposes of converting from Chilean pesos to U.S. dollars and repatriating from Chile amounts received in respect to deposited Series B shares, or Series B shares withdrawn from deposit on surrender of ADSs (including amounts received as cash dividends and proceeds from the sale in Chile of the underlying Series B shares and any rights arising therefrom). The following is a summary of the material provisions contained in the Foreign Investment Contract. This summary does not purport to be complete and is qualified in its entirety by reference to Chapter XXVI and the Foreign Investment Contract.
Under Chapter XXVI and the Foreign Investment Contract, the Central Bank of Chile has agreed to grant to the Depositary, on behalf of ADS holders, and to any investor not residing or not domiciled in Chile who withdraws Series B shares upon delivery of ADSs (such Series B shares being referred to herein as “Withdrawn Shares”) access to the Formal Exchange Market to convert Chilean pesos to U.S. dollars (and remit such U.S. dollars outside of Chile) in respect of the Withdrawn Shares, including amounts received as (a) cash dividends, (b) proceeds from the sale in Chile of Withdrawn Shares, or from shares distributed because of the liquidation, merger or consolidation of the Company, subject to receipt by the Central Bank of Chile of a certificate from the holder of such shares (or from an institution authorized by the Central Bank of Chile) that such holder’s residence and domicile are outside Chile and a certificate from a Chilean stock exchange (or from a brokerage or securities firm established in Chile) that such shares were sold on a Chilean Exchange, (c) proceeds from the sale in Chile of preemptive rights to subscribe for additional Series A and Series B shares, (d) proceeds from the liquidation, merger or consolidation of the Company and (e) other distributions, including without limitation those resulting from any recapitalization, as a result of holding Withdrawn Shares. Transferees of Withdrawn Shares will not be entitled to any of the foregoing rights under Chapter XXVI unless the Withdrawn Shares are redeposited with the Depositary. Investors receiving Withdrawn Shares in exchange for ADSs will have the right to redeposit such shares in exchange for ADSs, provided that the conditions to redeposit described hereunder are satisfied.
Chapter XXVI provided that access to the Formal Exchange Market in connection with dividend payments will be conditioned upon certification by the Company to the Central Bank of Chile that a dividend payment has been made and any applicable tax has been withheld. Chapter XXVI also provided that access to the Formal Exchange Market in connection with the sale of Withdrawn Shares or distributions thereon will be conditioned upon receipt by the Central Bank of Chile of certification by the Depositary that such shares have been withdrawn in exchange for ADSs and receipt of a waiver of the benefit of the Foreign Investment Contract with respect thereto until such Withdrawn Shares are redeposited.
Chapter XXVI and the Foreign Investment Contract provide that a person who brings certain types of foreign currency into Chile, including U.S. dollars, to purchase Series B shares with the benefit of the Foreign Investment Contract must convert it into Chilean pesos on the same date and has 5 banking business days within which to invest in Series B shares in order to receive the benefits of the Foreign Investment Contract. If such person decides within such period not to acquire Series B shares, he can access the Formal Exchange Market to reacquire foreign currency, provided that the applicable request is presented to the Central Bank within 7 banking business days of the initial conversion into Chilean pesos. Series B shares acquired as described above may be deposited for ADSs and receive the benefits of the Foreign Investment Contract, subject to receipt by the Central Bank of Chile of a certificate from the Depositary that such deposit has been effected and that the related ADSs have been issued and receipt by the Custodian of a declaration from the person making such deposit waiving the benefits of the Foreign Investment Contract with respect to the deposited Series B shares.
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Access to the Formal Exchange Market under any of the circumstances described above is not automatic. Pursuant to Chapter XXVI, such access requires approval of the Central Bank of Chile based on a request presented through a banking institution established in Chile. The Foreign Investment Contract will provide that if the Central Bank of Chile has not acted on such request within seven banking days, the request will be deemed approved.
Under current Chilean law, foreign investments abiding by the Foreign Investment Contract cannot be changed unilaterally by the Central Bank of Chile. No assurance can be given, however, that additional Chilean restrictions applicable to the holders of ADSs, the disposition of underlying Series B shares or the repatriation of the proceeds from such disposition could not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed.
As of April 19, 2001, Chapter XXVI of Title I of the Compendio de Normas de Cambios Internacionales of the Central Bank of Chile was eliminated and new investments in ADSs by non-residents of Chile, are now governed by Chapter XIV of the Compendio de Normas de Cambios Internacionales of the Central Bank of Chile. This was made with the purpose of simplifying and facilitating the flow of capital to and from Chile. According to the new regulations, such investments must be carried out through Chile’s Formal Exchange Market and only reported to the Central Bank of Chile. Foreign investments may still be registered with the Foreign Investment Committee under Decree Law 600 of 1974, as amended, and obtain the benefits of the contract executed under Decree Law 600. Effective January 1, 2016, Decree Law No. 600 was repealed by Article 9 of the 2014 Tax Reform. Therefore, foreign investments made on or after January 1, 2016 cannot be registered with the Foreign Investment Committee. According to the Tax Reform, a new law, replacing Decree Law No. 600, must be enacted prior to December 31, 2015. If such new law has not been enacted by December 31, 2015, the repeal of Decree Law No. 600 will be postponed until such new law has been enacted.
The Central Bank is also responsible for controlling incurrence of loan obligations to be paid from Chile and by a Chilean borrower to banks and certain other financial institutions outside Chile. Chapter XIV establishes what type of loans, investments, capital increases and foreign currency transactions are subject to the current Chapter XIV framework. Foreign currency transactions related to foreign loans must be performed through the Formal Exchange Market, and such transactions and the subsequent modifications of original loans must be properly informed to the Central Bank. Transactions prior to April 19, 2001, will continue to be regulated by the previous legal framework, except in cases where an express request has been presented to the Central Bank resigning previous rights to be regulated by the provisions of Chapter XIV. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of Chapter XIV.
As of December 31, 2015, we had bonds issued in the international markets under Rule 144A/Regulation S of US$200 million, US$250 million, US$250 million and US$300 million. Additionally, we had outstanding bilateral loans through wholly owned subsidiaries in the amount of US$120 million, which were fully guaranteed by us. Also we had US$197 million in bilateral loans through SQM S.A.
Any purchases of U.S. dollars in connection with payments on these loans will occur with the Formal Exchange Market. There can be no assurance, however, that restrictions applicable to payments in respect to the loans could not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed.
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10.E. Taxation
Chilean Tax Considerations
The following describes the material Chilean income tax consequences of an investment in SQM ADSs by an individual who is not domiciled or resident in Chile or any legal entity that is not organized under the laws of Chile and does not have a permanent establishment located in Chile, a (“foreign holder”). This discussion is based upon Chilean income tax laws presently in force, including Ruling No. 324 (1990) of the Chilean Internal Revenue Service and other applicable regulations and rulings. The discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation.
Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may only be amended by another statute. In addition, the Chilean tax authorities issue rulings and regulations of either general or specific application and interpret the provisions of Chilean tax law. Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations, but Chilean tax authorities may change said rulings, regulations and interpretations prospectively.
Cash Dividends and Other Distributions
System in Effect Through 2016
The following taxation of cash dividends and property distributions applies through 2016.
Cash dividends paid by the Company with respect to the shares, including shares represented by ADSs held by a U.S. holder will be subject to a 35% Chilean withholding tax, which is withheld and paid by the Company, the “Withholding Tax.” If the Company has paid corporate income tax, the “First Category Tax,” on the income from which the dividend is paid, a credit for the full amount of the First Category Tax effectively reduces the rate of Withholding Tax. When a credit is available, the Withholding Tax is computed by applying the 35% rate to the pre-tax amount needed to fund the dividend and then subtracting from the tentative withholding tax to determine the amount of First Category Tax actually paid on the pre-tax income. Under Chilean income tax law, dividends are assumed to have been paid out of our oldest retained tax profits for purposes of determining the rate at which the First Category Tax was paid.
The effective Withholding Tax rate, after giving effect to the credit for First Category Tax, generally is:
(Withholding Tax rate) - (First Category
Tax effective rate)
1 - (First Category Tax effective rate)
The effective rate of Withholding Tax to be imposed on dividends paid by the Company will vary depending upon the amount of the First Category Tax paid by the Company on the earnings to which the dividends are attributed. The withholding tax rates of the two dividends distributed by the Company during 2015 are as follows:
| Month | Withholding Tax Rate | |||
| May 2015 | 18.80976 | % | ||
| December 2015 | 18.75000 | % | ||
Dividend distributions made in property (such as distribution of cash equivalents) would be subject to the same Chilean tax rules as cash dividends. Stock dividends are not subject to Chilean taxation.
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New System in Effect Starting in 2017
On September 29, 2014, the Tax Reform was published, introducing significant changes to the Chilean taxation system and strengthening the powers of the SII to control and prevent tax avoidance. Subsequently, on February 8, 2016, Law No. 20,899 that simplifies the income tax system and modifies other legal tax provisions was published. As a result of these reforms, open stock corporations like SQM are subject to the partially integrated shareholder tax regime (sistema parcialmente integrado). The corporate tax rate applicable to us increased gradually from 20% to 24% in 2016. It will increase to 25.5% in 2017 and increase to a maximum rate of 27% in 2018.
Under the partially integrated shareholder taxation regime, shareholders bear the tax on dividends upon payment, but they will only be permitted to credit against such shareholder taxes a portion of the Chilean corporate tax paid by us on our earnings, unless the shareholder is resident in a country with a tax treaty with Chile. In that case, 100% of the Chilean corporate tax paid by us may be credited against the final taxes at the shareholder level.
As a result, foreign shareholders resident in a non-treaty jurisdiction (such as the United States until the treaty that has been signed enters into force) will be subject to a higher effective tax rate than residents of treaty jurisdictions.
Capital Gains
Gains from the sale or other disposition by a foreign holder of ADSs outside Chile will not be subject to Chilean taxation. The deposit and withdrawal of the shares in exchange for ADRs will not be subject to any Chilean taxes.
The tax basis of the shares received in exchange for ADSs (repatriation) will be the acquisition value of the shares. The Series B shares exchanged for ADSs are valued at the highest price at which they trade on the Chilean Stock Exchange on the date of the exchange or on either of the two business days preceding the exchange. Consequently, the conversion of ADSs into the shares and the immediate sale of such shares at a price equal to or less than the highest price for Series B shares on the Chilean Stock Exchange on such dates will not generate a gain subject to Chilean taxation.
Gain recognized on a sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares) will be subject to both the First Category Tax and the Withholding Tax if either (i) the foreign holder has held the shares for less than one year since exchanging the ADSs for the shares, (ii) the foreign holder acquired and disposed of the shares in the ordinary course of its business or as a regular trader of shares, or (iii) the foreign holder and the purchaser of the shares are related parties within the meaning of Chilean tax law. The amount of the First Category Tax may be credited against the amount of the Withholding Tax. In all other cases, gain on the disposition of the shares will be subject only to a capital gains tax, which is assessed at the same rate as the First Category Tax. Gain recognized in the transfer of common shares that have significant trading volumes in the stock exchange, however, is not subject to capital gains tax in Chile, provided that the common shares are transferred in a local stock exchange authorized by the SVS, within the process of a public tender of common shares governed by the Chilean Securities Market Act. Law No. 20,448 states that common shares must also have been acquired after April 19, 2001, either on a local stock exchange authorized by the SVS, within the referred process of public tender of a common shares governed by the Chilean Securities Market Act, in an initial public offering of common shares resulting from the formation of a corporation or a capital increase of the same, in an exchange of convertible securities subject to public offer, or in the redemption of mutual funds shares. According to Ruling No. 224 (2008) of the Chilean Internal Revenue Service, common shares received by exchange of ADRs are also considered as “acquired on a stock exchange” if the respective ADRs have been acquired on a foreign stock exchange authorized by the SVS (i.e. London Stock Exchange, New York Stock Exchange and Bolsa de Valores de Madrid). Common shares are considered to have a high presence in the stock exchange when they: (a) are registered in the Securities Registry, (b) are registered in a Chilean Stock Exchange, (c) have an adjusted presence equal to or above 25%.
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As of June 19, 2001, capital gains obtained in the sale of common shares that are publicly traded in a stock exchange are also exempt from capital gains tax in Chile when the sale is made by “foreign institutional investors” such as mutual funds and pension funds, provided that the sale is made in a local stock exchange authorized by the SVS, or in accordance with the provisions of the securities market law (Law 18,045). To qualify as foreign institutional investors, the referred entities must be formed outside of Chile, not have a domicile in Chile, and they must be an “investment fund” in according with the Chilean tax law.
The exercise of preemptive rights relating to shares will not be subject to Chilean taxation. Any gain on the sale or assignment of preemptive rights relating to shares will be subject to both the First Category Tax and the Withholding Tax (the former being creditable against the latter).
Other Chilean Taxes
No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder, but such taxes generally will apply to the transfer at death or by gift of the shares by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares.
Withholding Tax Certificates
Upon request, the Company will provide to foreign holders appropriate documentation evidencing the payment of Chilean withholding taxes.
United States Tax Considerations
The following discussion summarizes the principal U.S. federal income tax consequences to beneficial owners arising from ownership and disposition of the Series A shares and the Series B shares, together the “shares” and the ADSs. The discussion which follows is based on the United States Internal Revenue Code of 1986, as amended, the “Code,” the Treasury regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect and available on the date hereof, and is subject to any changes in these or other laws occurring after such date. In addition, the summary assumes that the depositary’s activities are clearly and appropriately defined so as to ensure that the tax treatment of ADSs will be identical to the tax treatment of the underlying shares.
For purposes of this summary, the term “U.S. Holder” means a beneficial owner of shares or ADSs that is, for U.S. federal income tax purposes, (a) an individual who is a United States citizen or resident, (b) a corporation or partnership created or organized under the laws of the United States or any political subdivision thereof, (c) an estate, the income of which is subject to U.S. federal income tax regardless of the source, or (d) a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii)(A) if a court within the U.S. is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.
The term “Non-U.S. Holder” means, for purposes of this discussion, a beneficial owner of shares or ADSs that is not a U.S. Holder.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds shares or ADSs, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its consequences.
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The discussion that follows is not intended as tax advice to any particular investor and is limited to investors who will hold the shares or ADSs as “capital assets” within the meaning of Section 1221 of the Code and whose functional currency is the United States dollar. The summary does not address the tax treatment of U.S. Holders and Non-U.S. Holders that may be subject to special U.S. federal income tax rules, such as insurance companies, tax-exempt organizations, financial institutions, persons who are subject to the alternative minimum tax, or persons who are broker-dealers in securities, who hold the shares or ADSs as a hedge against currency risks, as a position in a “straddle” for tax purposes, or as part of a conversion or other integrated transaction, or who own (directly, indirectly or by attribution) 10% or more of the total combined voting power of all classes of the Company’s capital stock entitled to vote or 10% or more of the value of the outstanding capital stock of the Company.
As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010, the United States and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the United States and Chile.
The discussion below does not address the effect of any United States state, local, estate or gift tax law or foreign tax law on a U.S. Holder or Non-U.S. Holder of the shares or ADSs. U.S. HOLDERS AND NON-U.S. HOLDERS OF SHARES OR ADSs SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES UNDER ANY SUCH LAW OF OWNING OR DISPOSING THE SHARES OR ADSs.
For purposes of applying U.S. federal income tax law, any beneficial owner of an ADS generally will be treated as the owner of the underlying shares represented thereby.
Cash Dividends and Other Distributions
The following discussion is based on the current regime for taxation of cash dividends and distributions applicable in Chile until 2016. For 2017 and later, the U.S. federal income tax treatment will depend on which of the two shareholder taxation regimes we elect to adopt. See “Item 10.E. Taxation—Chilean Tax Considerations—Cash Dividends and Other Distributions—New System in Effect Starting in 2017” above.
The following discussion of cash dividends and other distributions is subject to the discussion below under “Passive Foreign Investment Company Considerations.” The gross amount of a distribution with respect to shares or ADSs generally will be treated as a taxable dividend to the extent of the Company’s current and accumulated earnings and profits, computed in accordance with U.S. federal income tax principles. A dividend distribution will be so included in gross income when received by (or otherwise made available to) (i) the U.S. Holder in the case of the shares or (ii) the depositary in the case of the ADSs, and in either case will be characterized as ordinary income for U.S. federal income tax purposes. Distributions in excess of the Company’s current and accumulated earnings and profits will be applied against and will reduce the U.S. Holder’s tax basis in the shares or ADRs and, to the extent distributions exceed such tax basis, the excess will be treated as gain from a sale or exchange of such shares or ADSs. U.S. Holders that are corporations will not be allowed a deduction for dividends received in respect of distributions on the shares or the ADSs. For example, if the gross amount of a distribution with respect to the shares or ADSs exceeds the Company’s current and accumulated earnings and profits by US$10.00, such excess will generally not be subject to a U.S. tax to the extent the U.S. Holder’s tax basis in the shares or ADSs equals or exceeds US$10.00. The Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles. Accordingly, U.S. Holders should assume that any cash distribution made by us will be treated as a dividend for U.S. federal income tax purposes.
If a dividend distribution is paid in Chilean pesos, the amount includable in income will generally be the U.S. dollar value, on the date of receipt by the U.S. Holder in the case of the shares or by the depositary in the case of the ADSs, of the peso amount distributed, regardless of whether the payment is actually converted into U.S. dollars. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. Any gain or loss resulting from currency exchange rate fluctuations during the period from the date the dividend is includable in the income of the U.S. Holder to the date the pesos are converted into U.S. dollars will be treated as ordinary income or loss.
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A dividend distribution will be treated as foreign source income and will generally be classified as “passive category income” or in the case of certain U.S. Holders “general category income” for U.S. foreign tax credit purposes. If Chilean withholding taxes are imposed on a dividend, U.S. Holders will be treated as having actually received the amount of such taxes (net of any credit for the First Category Tax) and as having paid such amount to the Chilean taxing authorities. As a result, the amount of dividend income included in gross income by a U.S. Holder will be greater than the amount of cash actually received by the U.S. Holder with respect to such dividend income. A U.S. Holder may be able, subject to certain generally applicable limitations, to claim a foreign tax credit or a deduction for Chilean withholding taxes (net of any credit for the First Category Tax) imposed on dividend payments. The rules relating to the determination of the U.S. foreign tax credit are complex and the calculation of U.S. foreign tax credits and, in the case of a U.S. Holder that elects to deduct foreign taxes, the availability of deductions, involve the application of rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should, therefore, consult their own tax advisors regarding the application of the U.S. foreign tax credit rules to dividend income on the shares or ADSs.
Subject to the discussion below under “Information Reporting and Backup Withholding,” if you are a Non-U.S. Holder, you generally will not be subject to U.S. federal income or withholding tax on dividends received by you on your shares or ADSs, unless you conduct a trade or business in the United States and such income is effectively connected with that trade or business.
The U.S. Treasury Department has expressed concern that depositaries for ADSs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of such receipts or shares. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Chilean taxes and sourcing rules described below could be affected by future actions that may be taken by the U.S. Treasury Department.
Capital Gains
A U.S. Holder will generally recognize gain or loss on the sale, redemption or other disposition of the shares or ADRs in an amount equal to the difference between the amount realized on the sale or exchange and the U.S. Holder’s adjusted basis in such shares or ADSs. Thus, if the U.S. Holder sells the shares for US$40.00 and such U.S. Holder’s tax basis in such shares is US$30.00, such U.S. Holder will generally recognize a gain of US$10.00 for U.S. federal income tax purposes. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” gain or loss upon the sale of the shares or ADSs will be capital gain or loss if the shares or ADSs are capital assets in the hands of the U.S. Holder. Capital gains on the sale of capital assets held for one year or less are subject to U.S. federal income tax at ordinary income tax rates. Net capital gains derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. Gain or loss realized by a U.S. Holder on the sale or exchange of shares or ADSs will be U.S. source income. In addition, certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers. Any tax imposed by Chile directly on the gain from such a sale would generally be eligible for the U.S. foreign tax credit; however, because the gain would generally be U.S. source, a U.S. Holder might not be able to use the credit otherwise available. U.S. Holders should consult their own tax advisors regarding the foreign tax credit implications of the sale, redemption or other disposition of a share or ADS.
Subject to the discussion below under “Information Reporting and Backup Withholding,” a Non-U.S. Holder of ADSs or shares will not be subject to United States income or withholding tax on gain from the sale or other disposition of ADSs or shares unless, in general (i) such gain is effectively connected with the conduct of a trade or business within the United States or (ii) the Non-U.S. Holder is an individual who is present in the United States for at least 183 days during the taxable year of the disposition and certain other conditions are met.
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Passive Foreign Investment Company Considerations
A Non-U.S. corporation will be classified as a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from the sale of stock (including gains from the sale of stock of certain subsidiaries), partnership interests, securities or commodities.
Based on certain estimates of our gross income and gross assets and the nature of our business, the Company believes that it was not classified as a PFIC in 2015. The Company’s status in future years will depend on its assets and activities in those years. If the Company were a PFIC for 2015 or for any prior or future taxable year during which a U.S. Holder held shares or ADSs, such U.S. Holder of shares or ADSs generally would be subject to additional filing requirements, imputed interest charges and other disadvantageous tax treatment (including the denial of taxation at the lower rates applicable to long-term capital gains with respect to any gain from the sale or exchange of shares or ADSs).
Information Reporting and Backup Withholding
Payments of dividends on the shares or ADSs and the proceeds of sale or other disposition of the shares or ADSs within the United States by holders may be subject to U.S. information reporting and backup withholding. A U.S. Holder generally will be subject to U.S. information reporting and backup withholding (currently at a rate of 28%) unless the recipient of such payment supplies an accurate taxpayer identification number, as well as certain other information, or otherwise establishes an exemption, in the manner prescribed by United States law and applicable regulations. U.S. information reporting and backup withholding of U.S. federal income tax at the same rate may also apply to Non-U.S. Holders that are not “exempt recipients” and that fail to provide certain information as may be required by United States law and applicable regulations. Any amount withheld under U.S. backup withholding is not an additional tax and is generally allowable as a credit against the U.S. Holder’s federal income tax liability upon furnishing the required information to the IRS.
In addition, certain U.S. Holders, electing nonresident aliens and residents of a U.S. possession may be required to report information with respect to their investment in shares or, it is assumed, ADSs to the Internal Revenue Service. Investors who fail to report required information could become subject to substantial penalties and/or an extended statute of limitations.
HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING RULES TO THEIR PARTICULAR CIRCUMSTANCES.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
Documents referred to in this Form 20-F are available to the public at:
http://www.sec.gov/edgar/searchedgar/companysearch.html, CIK: 909037.
10.I. Subsidiary Information
See “Item 4.C. Organizational Structure.”
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As explained elsewhere in this Annual Report, we transact our businesses in more than 110 countries, thereby rendering our market risk dependent upon the fluctuations of foreign currencies and local and international interest rates. These fluctuations may generate losses in the value of financial instruments taken in the normal course of business.
We, from time to time and depending upon then current market conditions, review and re-establish our financial policies to protect our operations. Management is authorized by our Board of Directors to engage in certain derivative contracts such as forwards and swaps to specifically hedge the fluctuations in interest rates and in currencies other than the U.S. dollar.
Derivative instruments used by us are generally transaction-specific so that a specific debt instrument or contract determines the amount, maturity and other terms of the hedge. We do not use derivative instruments for speculative purposes.
Interest Rate Risk. As of December 31, 2015, we had approximately 15% of our financial debt effectively priced at LIBOR, and therefore significant increases in the rate could impact our financial condition.
Interest rate fluctuations, due to the uncertain future behavior of markets, may have a material impact on our financial results.
We have short and long term debt valued at LIBOR plus a spread. We are partially exposed to fluctuations of this rate, as we hold hedging derivative instruments to hedge a portion of our liabilities subject to LIBOR rate fluctuations.
As of December 31, 2015, approximately 25% of our current financial obligations were subject to LIBOR rate fluctuation and therefore, significant increases in the rate may impact our financial position.
In addition, as of December 31, 2015, our total financial debt is primarily long-term, with 24% of maturities less than 12 months, which decreases the exposure to changes in the interest rates.
Exchange Rate Risk. Although the U.S. dollar is the primary currency in which we transact our businesses, our operations throughout the world expose us to exchange rate variations for non-U.S. dollar currencies. Therefore, fluctuations in the exchange rate of such local currencies may affect our financial condition and results of operations. To lessen these effects, we maintain derivative contracts to protect the net difference between our principal assets and liabilities for currencies other than the U.S. dollar. These contracts are renewed periodically depending on the amount covered in each currency. Aside from this, we do not hedge potential future income and expenses in currencies other than the U.S. dollar with the exception of the Euro and Chilean peso. We estimate annual sales in Euros and expenses in Chilean pesos, and depending on the circumstances we secure the exchange difference with derivative contracts.
The following is a summary of the aggregate net monetary assets and liabilities that are denominated in non-U.S. dollar currencies as of December 31, 2015, 2014 and 2013. Figures do not include our financial hedging positions for year-end:
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| 2015 | 2014 | 2013 | ||||||||||
| Th US$ | Th US$ | Th US$ | ||||||||||
| Chilean pesos | (78,824 | ) | 15,787 | (524,530 | ) | |||||||
| Brazilian real | 101 | (377 | ) | (1,211 | ) | |||||||
| Euro | 42,674 | 37,433 | 32,776 | |||||||||
| Japanese yen | 1,456 | 1,497 | 1,183 | |||||||||
| Mexican pesos | 2,283 | 1,111 | 137 | |||||||||
| South African rand | 22,822 | 25,444 | 29,404 | |||||||||
| Dirhams | 23,369 | 19,838 | 24,594 | |||||||||
| Other currencies | 21,507 | 27,356 | 22,924 | |||||||||
| Total, net | 35,388 | 128,089 | (414,723 | ) | ||||||||
Also, we had open forward exchange contracts to buy U.S. dollars and sell Chilean pesos to hedge our time deposits in Chilean pesos for approximately US$148,4 million (Ch$105,404 million).
The information contained in Item 11. Quantitative and Qualitative Disclosures About Market Risk, contains statements that may constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report, for safe harbor provisions.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 12.A. DEBT SECURITIES
Not applicable.
ITEM 12.B. WARRANTS AND RIGHTS
Not applicable.
ITEM 12.C. OTHER SECURITIES
Not applicable.
ITEM 12.D. AMERICAN DEPOSITARY RECEIPTS
Depositary Fees and Charges
The Company’s American Depositary Shares (“ADS”) program is administered by The Bank of New York Mellon (101 Barclay St., 22 Fl. W., New York, NY 10286), as Depositary. Under the terms of the Deposit Agreement, an ADS holder may have to pay the following service fees to the Depositary:
| Service Fees | Fees | |
| Execution and delivery of ADSs and the surrender of ADRs | $0.05 per share |
Depositary Payments Fiscal Year 2015
The Depositary has agreed to reimburse certain expenses related to the Company’s ADS program and incurred by the Company in connection with the program. In 2015, the Depositary reimbursed expenses related to investor relations for a total amount of US$152,626.38.
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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.
ITEM 15. CONTROLS AND PROCEDURES
| (a) | Disclosure Control and Procedures |
SQM management, with the participation of the Company’s current Chief Executive Officer and Chief Financial Officer and other members of the Company’s executive management, evaluated the effectiveness of our disclosure controls and procedures, pursuant to Rule 13(a)-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our current Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that material information is made known to management and that financial and non-financial information is properly recorded, processed, summarized and reported as of December 31, 2015.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. However, through the same design and evaluation period of the disclosure controls and procedures, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, recognized that there are inherent limitations to the effectiveness of any control system regardless of how well designed and operated. In such a way they can provide only reasonable assurance of achieving the desired control objectives, and no evaluation can provide absolute assurance that all control issues or instances of fraud, if any, within the Company have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
SQM management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). The Company’s 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 as of December 31, 2015. The assessment was based on criteria established in the framework “Internal Controls — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, SQM management has concluded that as of December 31, 2015, the Company’s internal control over financial reporting was effective.
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Remediation of Previously Disclosed Material Weakness
During 2015, the Company implemented measures to improve internal controls and address a previously-identified material weakness related to controls over payments directed by the office of the former Chief Executive Officer. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In an effort to remediate the material weakness that was identified as of December 31, 2014, and enhance our internal controls, management implemented the following series of measures:
| · | A review of the processes, procedures and controls over payments from the budget of the office of the Chief Executive Officer; to ensure greater oversight and transparency; |
| · | Modifications of the processes, procedures and controls over payments from the budget of the office of the Chief Executive Officer to ensure greater oversight and transparency and |
| · | Investment in improved education and training relating to the control environment generally and the modified processes described above once implemented. |
After completing our testing of the design and operating effectiveness of these new procedures, our management concluded that, as of December 31, 2015, we have remediated the previously identified material weakness as of December 31, 2014.
(c) Attestation Report of the Registered Public Accounting Firm
PriceWaterhouseCoopers Consultores, Auditores y Compañia Limitada (“PWC”), the independent registered public accounting firm that has audited our Consolidated Financial Statements, has also issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2015. This attestation report appears on pages F-1 and F-2 under Item 18 Financial Statements.
(d) Changes in Internal Control over Financial Reporting
SQM management, with the participation of the Company’s current Chief Executive Officer and Chief Financial Officer and other members of the Company’s executive management have implemented the aforementioned measures during the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that the Company does not have an audit committee financial expert within the meaning of the regulations adopted under the Sarbanes-Oxley Act of 2002.
Pursuant to Chilean regulations, the Company has a Directors’ Committee whose main duties are similar to those of an audit committee. Each of the members of the Directors’ Committee is a member of the audit committee. See “Item 6.C. Board Practices.”
Our Board believes that the members of the Directors’ Committee have the necessary expertise and experience to perform the functions of the Directors’ Committee pursuant to Chilean regulations.
| 132 |
| ITEM 16B. | CODE OF ETHICS |
We have adopted a Code of Business Conduct that applies to the Chief Executive Officer, the Chief Financial Officer, the Internal Auditor as well as all our officers and employees. Our Code adheres to the definition set forth in Item 16B. of Form 20-F under the Exchange Act.
No waivers have been granted therefrom to the officers mentioned above.
The full text of the code is available on our website at http://www.sqm.com in the Investor Relations section under “Corporate Governance.”
Amendments to, or waivers from one or more provisions of the code will be disclosed on our website.
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The table shows the amount of fees billed for each of the last two fiscal years by our independent auditors, PwC for the 2015 and 2014 fiscal year, in relation to audit services, audit-related services, tax and other services provided to us (in thousands of US$).
| 2015 | 2014 | |||||||
| Audit fees | 1,929 | 1,327 | ||||||
| Audit-related fees | - | - | ||||||
| Tax fees | 10 | 146 | ||||||
| Other fees | 39 | 223 | ||||||
| Total fees | 1,978 | 1,696 | ||||||
Audit fees in the above table are the aggregate fees billed by PwC in 2015 and 2014, in connection with the audit of our annual Consolidated Financial Statements, as well as the review of other statutory filings.
Audit-related fees in the above table are fees billed by PwC in 2015 and 2014 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Total fees in the above table are fees billed by PwC of US$2.0 million in 2015 and US$1.70 million in 2014.
Directors’ Committee Pre-Approval Policies and Procedures
Chilean law states that public companies are subject to “pre-approval” requirements under which all audit and non-audit services provided by the independent auditor must be pre-approved by the Directors’ Committee. Our Directors’ Committee approves all audits, audit-related, tax and other services provided by our auditors.
Any services provided by our auditors that are not specifically included within the scope of the audit must be pre-approved by the Directors’ Committee prior to any engagement.
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| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Not applicable.
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
Not applicable.
| ITEM 16G. | CORPORATE GOVERNANCE |
For a summary of the significant differences between our corporate governance practices and the NYSE corporate governance standards, see “Item 6.C. Board Practices.”
| ITEM 16H. | MINE SAFETY AND DISCLOSURE |
Not applicable.
| 134 |
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
See “Item 18. Financial Statements.”
| ITEM 18. | FINANCIAL STATEMENTS |
For a list of all financial statements filed as part of this Form 20-F Annual Report, see “Item 19. Exhibits.”
| ITEM 19. | EXHIBITS |
(a) Index to Financial Statements
| Reports of Independent Registered Public Accounting Firms | F-1 |
| Consolidated Financial Statements: | |
| Audited Consolidated Statements of Financial Position as of December 31, 2015 and 2014 | F-3 |
| Audited Consolidated Statements of Income for each of the three years in the period ended December 31, 2015 | F-5 |
| Audited Consolidated Statement of Comprehensive Income for the three years in the period ended December 31, 2015 | F-7 |
| Audited Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015 | F-8 |
| Audited Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2015 | F-10 |
| Notes to the Audited Consolidated Financial Statements | F-13 |
| Supplementary Schedules* |
*All other schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.
(b) Exhibits
| Exhibit No. |
Exhibit | |
| 1.1 | By-laws (Estatutos) of the Company** | |
| 8.1 | Significant subsidiaries of the Company | |
| 12.1 | Section 302 Chief Executive Officer Certification | |
| 12.2 | Section 302 Chief Financial Officer Certification | |
| 13.1 | Section 906 Chief Executive Officer Certification | |
| 13.2 | Section 906 Chief Financial Officer Certification | |
| 23.1 | Consent of Marta Aguilera | |
| 23.2 | Consent of Orlando Rojas | |
| 23.3 | Consent of Álvaro Henríquez | |
| 99.1 | Certificate of qualified competency issued by Chilean Mining Commission | |
| 99.2 | Certificate of qualified competency issued by Chilean Mining Commission | |
| 99.3 | Certificate of qualified competency issued by Chilean Mining Commission |
**Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2010 filed with the Securities and Exchange Commission on June 30, 2011.
| 135 |
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 its behalf.
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(CHEMICAL AND MINING COMPANY OF CHILE INC.)
| /s/ Ricardo Ramos | ||
| Ricardo Ramos R. | ||
| Chief Financial Officer and Business Development Senior Vice President | ||
| Date: April 21, 2016 | ||
| 136 |
 |
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Contents
| Ch$ | - | Chilean pesos |
| ThCh$ | - | Thousands of Chilean pesos |
| US$ | - | United States dollars |
| ThUS$ | - | Thousands of United States dollars |
| UF | - | The UF is an inflation-indexed, Chilean peso-denominated monetary unit. The UF rate is set daily in advance, based on the change in the Consumer Price Index of the previous month |
| 137 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Sociedad Química y Minera de Chile S.A.
In our opinion, the accompanying consolidated statement of financial position and the related consolidated statements of income, other comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Sociedad Química y Minera de Chile S.A. and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 15(b) of this Annual Report on Form 20F. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
| F-1 |
Report of Independent Registered Public Accounting Firm
Sociedad Química y Minera de Chile S.A.
2
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.
/s/ PricewaterhouseCoopers
Santiago, Chile
April 21, 2016
| F-2 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Classified Statements of Financial Position
| Assets | Note | As of 31, 2015 ThUS$ | As of December 31, 2014 ThUS$ | |||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 7.1 | 527,259 | 354,566 | |||||||||
| Other current financial assets | 10.1 | 636,325 | 670,602 | |||||||||
| Other current non-financial assets | 24 | 62,006 | 43,736 | |||||||||
| Trade and other receivables, current | 10.2 | 302,225 | 340,830 | |||||||||
| Trade receivables due from related parties, current | 9.5 | 99,907 | 134,506 | |||||||||
| Current inventories | 8 | 1,003,846 | 919,603 | |||||||||
| Current tax assets | 27.1 | 65,277 | 47,975 | |||||||||
| Total current assets | 2,696,845 | 2,511,818 | ||||||||||
| Non-current assets | ||||||||||||
| Other non-current financial assets | 10.1 | 486 | 427 | |||||||||
| Other non-current non-financial assets | 24 | 33,526 | 32,171 | |||||||||
| Trade receivables, non-current | 10.2 | 1,050 | 2,044 | |||||||||
| Investments in associates | 11.1 | 49,836 | 49,723 | |||||||||
| Investments in joint ventures | 12.3 | 29,466 | 26,055 | |||||||||
| Intangible assets other than goodwill | 13.1 | 110,428 | 114,735 | |||||||||
| Goodwill | 13.1 | 38,388 | 38,388 | |||||||||
| Property, plant and equipment | 14.1 | 1,683,576 | 1,887,954 | |||||||||
| Deferred tax assets | 27.4 | 161 | 340 | |||||||||
| Total non-current assets | 1,946,918 | 2,151,837 | ||||||||||
| Total assets | 4,643,762 | 4,663,655 | ||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-3 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Classified Statements of Financial Position, (continued)
| Liabilities and Equity | Note | As of December 31, 2015 ThUS$ | As of December 31, 2014 ThUS$ | |||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Other current financial liabilities | 10.4 | 402,030 | 213,172 | |||||||||
| Trade and other payables, current | 10.5 | 136,840 | 145,160 | |||||||||
| Trade payables due to related parties, current | 9.6 | 435 | 231 | |||||||||
| Other current provisions | 18.1 | 28,141 | 27,747 | |||||||||
| Current tax liabilities | 27.2 | 52,070 | 36,171 | |||||||||
| Provisions for employee benefits, current | 15.1 | 13,445 | 18,384 | |||||||||
| Other current non-financial liabilities | 18.3 | 69,966 | 90,010 | |||||||||
| Total current liabilities | 702,927 | 530.875 | ||||||||||
| Non-current liabilities | ||||||||||||
| Other non-current financial liabilities | 10.4 | 1,290,203 | 1,574,225 | |||||||||
| Other non-current provisions | 18.1 | 8,890 | 8,890 | |||||||||
| Deferred tax liabilities | 27.4 | 219,391 | 223,349 | |||||||||
| Provisions for employee benefits, non-current | 15.1 | 21,995 | 33,801 | |||||||||
| Total non-current liabilities | 1,540,479 | 1,840,265 | ||||||||||
| Total liabilities | 2,243,406 | 2,371,140 | ||||||||||
| Equity | 17 | |||||||||||
| Share capital | 477,386 | 477,386 | ||||||||||
| Retained earnings | 1,882,196 | 1,768,424 | ||||||||||
| Other reserves | (19,797 | ) | (13,162 | ) | ||||||||
| Equity attributable to owners of the Parent | 2,339,785 | 2,232,648 | ||||||||||
| Non-controlling interests | 60,571 | 59,867 | ||||||||||
| Total equity | 2,400,356 | 2,292,515 | ||||||||||
| Total liabilities and equity | 4,643,762 | 4,663,655 | ||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-4 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Income by Function
| January to December | ||||||||||||||||
| Note | 2015 | 2014 | 2013 | |||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||||||
| Revenue | 26.1 | 1,728,332 | 2,014,214 | 2,203,140 | ||||||||||||
| Cost of sales | 26.2 | (1,185,583 | ) | (1,431,242 | ) | (1,481,690 | ) | |||||||||
| Gross profit | 542,749 | 582,972 | 721,450 | |||||||||||||
| Other income | 26.3 | 15,343 | 24,055 | 96,716 | ||||||||||||
| Administrative expenses | 26.4 | (86,830 | ) | (96,532 | ) | (105,189 | ) | |||||||||
| Other expenses by function | 26.5 | (106,415 | ) | (64,295 | ) | (49,397 | ) | |||||||||
| Other gains (losses) | 26.6 | 3,760 | 4,424 | (11,391 | ) | |||||||||||
| Profit from operating activities | 368,607 | 450,624 | 652,189 | |||||||||||||
| Finance income | 11,570 | 16,142 | 12,696 | |||||||||||||
| Finance costs | 21 | (69,853 | ) | (63,373 | ) | (58,608 | ) | |||||||||
| Share of profit of associates and joint ventures accounted for using the equity method | 10,326 | 18,116 | 18,786 | |||||||||||||
| Foreign currency translation differences | 22 | (12,364 | ) | (16,545 | ) | (11,954 | ) | |||||||||
| Profit before taxes | 308,286 | 404,964 | 613,109 | |||||||||||||
| Income tax expense | 27.4 | (83,766 | ) | (160,686 | ) | (138,539 | ) | |||||||||
| Profit for the year | 224,520 | 244,278 | 474,570 | |||||||||||||
| Profit attributable to | ||||||||||||||||
| Owners of the Parent | 220,356 | 236,889 | 467,113 | |||||||||||||
| Non-controlling interests | 4,164 | 7,389 | 7,457 | |||||||||||||
| Profit for the year | 224,520 | 244,278 | 474,570 | |||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-5 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Income by Function, (continued)
| January to December | ||||||||||||||||
| Note | 2015 | 2014 | 2013 | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Earnings per share | ||||||||||||||||
| Common shares | ||||||||||||||||
| Basic earnings per share (US$ per share) | 20 | 0.84 | 0.90 | 1.77 | ||||||||||||
| Basic earnings per share (US$ per share) | 0.84 | 0.90 | 1.77 | |||||||||||||
| Diluted common shares | ||||||||||||||||
| Diluted earnings per share (US$ per share) | 20 | 0.84 | 0.90 | 1.77 | ||||||||||||
| Diluted earnings per share (US$ per share) | 0.84 | 0.90 | 1.77 | |||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-6 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Comprehensive Income
| January to December | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Consolidated Statements of Other Comprehensive Income | ThUS$ | ThUS$ | ThUS$ | |||||||||
| Profit for the year | 224,520 | 244,278 | 474,570 | |||||||||
| Components of other comprehensive income: | ||||||||||||
| Items that will not be reclassified to profit or loss | ||||||||||||
| Actuarial gains/losses from defined benefit plans | (221 | ) | (672 | ) | 1,012 | |||||||
| Items that may be subsequently reclassified to profit or loss | ||||||||||||
| Lossfrom foreign currency translation differences | (6,499 | ) | (4,016 | ) | (3,559 | ) | ||||||
| Cash flow hedges before taxes | 401 | 2,196 | 15,779 | |||||||||
| Other comprehensive (loss) income before taxes | (6,319 | ) | (2,492 | ) | 13,231 | |||||||
| Income taxes associated with cash flow hedges in other comprehensive income | (219 | ) | (311 | ) | (3,023 | ) | ||||||
| Income tax related to defined benefit plans in other comprehensive income | (309 | ) | - | - | ||||||||
| Income taxes associated with components of other comprehensive income | (528 | ) | (311 | ) | (3,023 | ) | ||||||
| Other comprehensive (loss) income | (6,847 | ) | (2,803 | ) | 10,209 | |||||||
| Total comprehensive income | 217,673 | 241,475 | 484,779 | |||||||||
| Comprehensive income attributable to | ||||||||||||
| Owners of the Parent | 213,721 | 234,218 | 477,394 | |||||||||
| Non-controlling interests | 3,952 | 7,257 | 7,385 | |||||||||
| Total comprehensive income | 217,673 | 241,475 | 484,779 | |||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-7 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Cash Flows
| Consolidated Statements of cash flows | Note | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | ||||||||||||
| Cash flows from (used in) operating activities | ||||||||||||||||
| Types of receipts from operating activities | ||||||||||||||||
| Cash receipts from sales of goods and rendering of services | 1,713,549 | 1,944,072 | 2,392,696 | |||||||||||||
| Types of payments | ||||||||||||||||
| Cash payments to suppliers for the provision of goods and services | (1,082,704 | ) | (1,179,413 | ) | (1,496,053 | ) | ||||||||||
| Cash payments to and on behalf of employees | (44,916 | ) | (42,218 | ) | (48,033 | ) | ||||||||||
| Other payments related to operating activities | (70,991 | ) | (9,770 | ) | (24,774 | ) | ||||||||||
| Dividends received | 7,515 | 11,817 | 16,423 | |||||||||||||
| Interest paid | (44,225 | ) | (83,592 | ) | (87,018 | ) | ||||||||||
| Interest received | 11,570 | 16,142 | 12,696 | |||||||||||||
| Income taxes paid | (72,579 | ) | (76,810 | ) | (119,107 | ) | ||||||||||
| Other inflow of cash | 10,098 | 10,816 | 4,883 | |||||||||||||
| Net cash generated from operating activities | 427,317 | 591,044 | 651,713 | |||||||||||||
| Cash flows from (used in) investing activities | ||||||||||||||||
| Cash flows from the loss of control of subsidiaries or other businesses | - | 5,000 | - | |||||||||||||
| Other cash payments made to acquire interest in joint ventures | (59 | ) | - | (69 | ) | |||||||||||
| Income from non-attendance capital increase | - | 4,223 | - | |||||||||||||
| Proceeds from the sale of property, plant and equipment | 388 | 156 | 216 | |||||||||||||
| Acquisition of property, plant and equipment | (111,315 | ) | (112,143 | ) | (386,495 | ) | ||||||||||
| Proceeds from sales of intangible assets | 4,586 | 15,431 | 86,157 | |||||||||||||
| Cash advances and loans granted to third parties | 420 | (2,470 | ) | 528 | ||||||||||||
| Other inflows (outflows) of cash (*) | 36,175 | (221,561 | ) | (187,722 | ) | |||||||||||
| Net cash used in investing activities | (69,805 | ) | (311,364 | ) | (487,385 | ) | ||||||||||
(*) Includes other cash receipts (payments), investments and redemptions of time deposits and other financial instruments, which do not qualify as cash and cash equivalents in accordance with IAS 7.7 as they record a maturity date from their date of origin greater than 90 days.
The accompanying notes form an integral part of these consolidated financial statements.
| F-8 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Cash Flows, (continued)
| Note | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||||||
| Cash flows from (used in) financing activities | ||||||||||||||||
| Proceeds from long-term borrowings | - | 250,000 | 300,000 | |||||||||||||
| Proceeds from short-term borrowings | 137,000 | 180,000 | 160,000 | |||||||||||||
| Total proceeds from borrowings | 137,000 | 430,000 | 460,000 | |||||||||||||
| Repayment of borrowings | (190,000 | ) | (230,000 | ) | (176,485 | ) | ||||||||||
| Dividends paid | (127,343 | ) | (379,044 | ) | (279,668 | ) | ||||||||||
| Other incomes (outflows) of cash | - | (208,991 | ) | (6,132 | ) | |||||||||||
| Net cash generated from (used in) financing activities | (180,343 | ) | (388,035 | ) | (2,285 | ) | ||||||||||
| Net increase (decrease) in cash and cash equivalents before the effect of changes in the exchange rate | 177,169 | (108,355 | ) | 162,043 | ||||||||||||
| Effects of exchange rate fluctuations on cash held | (4,476 | ) | (13,701 | ) | (9,774 | ) | ||||||||||
| Net (decrease) increase in cash and cash equivalents | 172,693 | (122,056 | ) | 152,269 | ||||||||||||
| Cash and cash equivalents at beginning of period | 354,566 | 476,622 | 324,353 | |||||||||||||
| Cash and cash equivalents at end of period | 527,259 | 354,566 | 476,622 | |||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-9 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Changes in Equity
| 2015 | Share capital | Foreign currency translation difference reserves | Cash flow hedge reserves | Actuarial gains (losses) from defined benefit plans | Other miscellaneous reserves | Total other reserves | Retained earnings | Equity attributable to owners of the Parent | Non-controlling interests | Total | ||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||
| Equity at beginning of the year | 477,386 | (7,701 | ) | (1,881 | ) | (1,903 | ) | (1,677 | ) | (13,162 | ) | 1,768,424 | 2,232,648 | 59,867 | 2,292,515 | |||||||||||||||||||||||||
| Profit for the year | - | - | - | - | - | - | 220,356 | 220,356 | 4,164 | 224,520 | ||||||||||||||||||||||||||||||
| Other comprehensive income | - | (6,334 | ) | 182 | (483 | ) | - | (6,635 | ) | - | (6,635 | ) | (212 | ) | (6,847 | ) | ||||||||||||||||||||||||
| Comprehensive income | - | (6,334 | ) | 182 | (483 | ) | - | (6,635 | ) | 220,356 | 213,721 | 3,952 | 217,673 | |||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (106,584 | ) | (106,584 | ) | (3,248 | ) | (109,832 | ) | ||||||||||||||||||||||||||
| Increase (decrease) in equity | - | (6,334 | ) | 182 | (483 | ) | - | (6,635 | ) | 113,772 | 107,137 | 704 | 107,841 | |||||||||||||||||||||||||||
| Equity as of December 31, 2015 | 477,386 | (14,035 | ) | (1,699 | ) | (2,386 | ) | (1,677 | ) | (19,797 | ) | 1,882,196 | 2,339,785 | 60,571 | 2,400,356 | |||||||||||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-10 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Changes in Equity
| 2014 | Share capital | Foreign currency translation difference reserves | Cash flow hedge reserves | Actuarial gains (losses) from defined benefit plans | Other miscellaneous reserves | Total other reserves | Retained earnings | Equity attributable to owners of the Parent | Non-controlling interests | Total | ||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||
| Equity at beginning of the year | 477,386 | (3,817 | ) | (3,766 | ) | (1,231 | ) | (1,677 | ) | (10,491 | ) | 1,909,725 | 2,376,620 | 55,621 | 2,432,241 | |||||||||||||||||||||||||
| Profit for the year | - | - | - | - | - | - | 236,889 | 236,889 | 7,389 | 244,278 | ||||||||||||||||||||||||||||||
| Other comprehensive income | - | (3,884 | ) | 1,885 | (672 | ) | - | (2,671 | ) | - | (2,671 | ) | (132 | ) | (2,803 | ) | ||||||||||||||||||||||||
| Comprehensive income | - | (3,884 | ) | 1,885 | (672 | ) | - | (2,671 | ) | 236,889 | 234,218 | 7,257 | 241,475 | |||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (378,190 | ) | (378,190 | ) | (5,280 | ) | (383,470 | ) | ||||||||||||||||||||||||||
| Increase (decrease) due to changes in interests in subsidiaries | - | - | - | - | - | - | - | - | 2,269 | 2,269 | ||||||||||||||||||||||||||||||
| Increase (decrease) in equity | - | (3,884 | ) | 1,885 | (672 | ) | - | (2,671 | ) | (141,301 | ) | (143,972 | ) | 4,246 | (139,726 | ) | ||||||||||||||||||||||||
| Equity as of December 31, 2014 | 477,386 | (7,701 | ) | (1,881 | ) | (1,903 | ) | (1,677 | ) | (13,162 | ) | 1,768,424 | 2,232,648 | 59,867 | 2,292,515 | |||||||||||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-11 |
|
Sociedad Química y Minera de Chile S.A. and Subsidiaries |
Consolidated Statements of Changes in Equity
| 2013 | Share capital | Foreign currency translation difference reserves | Cash flow hedge reserves | Actuarial gains (losses) from defined benefit plans | Other miscellaneous reserves | Total other reserves | Retained earnings | Equity attributable to owners of the Parent | Non-controlling interests | Total | ||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||
| Equity at beginning of the year | 477,386 | (330 | ) | (16,522 | ) | (2,243 | ) | (1,677 | ) | (20,772 | ) | 1,676,169 | 2,132,783 | 54,663 | 2,187,446 | |||||||||||||||||||||||||
| Profit for the year) | - | - | - | - | - | - | 467,113 | 467,113 | 7,457 | 474,570 | ||||||||||||||||||||||||||||||
| Other comprehensive income | - | (3,487 | ) | 12,756 | 1,012 | - | 10,281 | - | 10,281 | (72 | ) | 10,209 | ||||||||||||||||||||||||||||
| Comprehensive income | - | (3,487 | ) | 12,756 | 1,012 | - | 10,281 | 467,113 | 477,394 | 7,385 | 484,779 | |||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (233,557 | ) | (233,557 | ) | (6,427 | ) | (239,984 | ) | ||||||||||||||||||||||||||
| Increase (decrease) in equity | - | (3,487 | ) | 12,756 | 1,012 | - | 10,281 | 233,556 | 243,837 | 958 | 244,795 | |||||||||||||||||||||||||||||
| Equity as of December 31, 2013 | 477,386 | (3,817 | ) | (3,766 | ) | (1,231 | ) | (1,677 | ) | (10,491 | ) | 1,909,725 | 2,376,620 | 55,621 | 2,432,241 | |||||||||||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-12 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 1 | Identification and activities of the Company and Subsidiaries |
| 1.1 | Historical background |
Sociedad Química y Minera de Chile S.A. "SQM" is an open stock corporation organized under the laws of the Republic of Chile, Tax Identification No.93.007.000-9.
The Company was incorporated through a public deed dated June 17, 1968 by the notary public of Santiago MR. Sergio Rodríguez Garcés. Its existence was approved by Decree No. 1,164 of June 22, 1968 of the Ministry of Finance, and it was registered on June 29, 1968 in the Registry of Commerce of Santiago, on page 4,537 No. 1,992. SQM's headquarters are located at El Trovador 4285, Fl. 6, Las Condes, Santiago, Chile. The Company's telephone number is +56 2 2425-2000.
The Company is registered with the Securities Registry of the Chilean Superintendency of Securities and Insurance (“SVS”) under No. 0184 dated March 18. 1983 and is subject to the inspection of the SVS.
| 1.2 | Main domicile where the Company performs its production activities |
The Company’s main domiciles are: Calle Dos Sur plot No. 5 - Antofagasta; Arturo Prat 1060 - Tocopilla; Administración Building w/n - Maria Elena; Administración Building w/n Pedro de Valdivia - María Elena, Anibal Pinto 3228 - Antofagasta, Kilometer 1378 Ruta 5 Norte Highway - Antofagasta, Coya Sur Plant w/n - Maria Elena, kilometer 1760 Ruta 5 Norte Highway - Pozo Almonte, Salar de Atacama (Atacama Saltpeter deposit) potassium chloride plant s/n - San Pedro de Atacama, potassium sulfate plant at Salar de Atacama s/n – San Pedro de Atacama, Minsal Mining Camp s/n CL Plant CL, Potassium– San Pedro de Atacama, formerly the Iris Saltpeter office S/N, Commune of Pozo Almonte, Iquique.
| 1.3 | Codes of main activities |
The codes of the main activities as established by the Chilean Superintendence of Securities and Insurance are as follows:
| - | 1700 (Mining) |
| - | 2200 (Chemical products) |
| - | 1300 (Investment) |
| 1.4 | Description of the nature of operations and main activities |
Our products are mainly derived from mineral deposits found in northern Chile. We mine and process caliche ore and brine deposits. The ore deposit in northern Chile contains nitrate and iodine deposits. The brine deposits of the Salar de Atacama, in northern Chile, contain high concentrations of lithium and potassium as well as significant concentrations of sulfate.
| F-13 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 1 | Identification and Activities of the Company and Subsidiaries (continued) |
| 1.4 | Description of the nature of operations and main activities, continued |
From our caliche ore deposits located in the north of Chile, we produce a wide range of nitrate-based products used for specialty plant nutrients and industrial applications, as well as iodine and iodine derivatives. At the Salar de Atacama, we extract brines rich in potassium, lithium and sulfate in order to produce potassium chloride, potassium sulfate, lithium solutions, and bischofite (magnesium chloride). We produce lithium carbonate and lithium hydroxide at our plant near the city of Antofagasta, Chile, from the solutions brought from the Salar de Atacama.
We sell our products in over 100 countries worldwide through our global distribution network and generate our revenue mainly from abroad.
Our products are divided into six categories: specialty plant nutrition, iodine and its derivatives, lithium and its derivatives, industrial chemicals, potassium and other products and services, described as follows:
Specialty plant nutrition: SQM produces and sells four types of specialty plant nutrition in this line of business: potassium nitrate, sodium nitrate, sodium potassium nitrate, and specialty blends. This business is characterized by being closely related to its customers for which it has specialized staff who provide expert advisory in best practices for fertilization according to each type of crop, soil and climate. Within this type of business, potassium derivative products and specially potassium nitrate have had a leading role given the contribution they make to develop crops insuring an improvement in post-crop life in addition to improving quality, flavor and fruit color. The potassium nitrate, which is sold in multiple formats and as a part of other specialty mixtures, is complemented by sodium nitrate, potassium sodium nitrate, and more than 200 fertilizing mixtures.
Iodine: The Company is a major producer of iodine at worldwide level. Iodine is widely used in the pharmaceutical industry, technology and nutrition. Additionally, iodine is used as X ray contrast media and polarizing film for LCD displays.
Lithium: the Company’s lithium is mainly used for manufacturing rechargeable batteries for cell phones, cameras and notebooks. Through the manufacturing of lithium-based products, SQM provides significant materials to face great challenges such as the efficient use of energy and raw materials. Lithium is mainly not used for rechargeable batteries for small electrical appliances such as mobile phones, tablets and laptops. It is also used in industrial applications such as the manufacturing of glass, ceramics and lubricating greases. Other uses include the pharmaceutical and chemical industries.
| F-14 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 1 | Identification and Activities of the Company and Subsidiaries (continued) |
| 1.4 | Description of the nature of operations and main activities, continued |
Industrial Chemicals: Industrial chemicals are products used as supplies for a number of production processes. SQM participates in this line of business producing sodium nitrate, potassium nitrate and potassium chloride. Industrial nitrates have increased their importance over the last few years due to their use as storage means for thermal energy at solar energy plants, which are widely used in countries as Spain and the United States in their search for decreasing CO2 emissions.
Potassium: The potassium is a primary essential macro-nutrient, and even though does not form part of the plant’s structure, has a significant role for the developing of its basic functions, validating the quality of a crop, increasing post-crop life, improving the crop flavor, its amount in vitamins and its physical appearance. Within this business line, SQM has also potassium chlorate and potassium sulfate, both extracted from the salt layer located under the Salar de Atacama.
Other products and services: This business line includes revenue from commodities, services, interests, royalties and dividends.
| 1.5 | Other background |
Staff
As of December 31, 2015 and December 31, 2014, staff was detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Employees | SQM S.A | Other subsidiaries | Total | SQM S.A. | Other subsidiaries | Total | ||||||||||||||||||
| Executives | 26 | 71 | 97 | 29 | 76 | 105 | ||||||||||||||||||
| Professionals | 116 | 838 | 954 | 108 | 884 | 992 | ||||||||||||||||||
| Technicians and operators | 256 | 2,741 | 2,997 | 266 | 3,247 | 3,513 | ||||||||||||||||||
| Foreign employees | - | 202 | 202 | - | 190 | 190 | ||||||||||||||||||
| Overall total | 398 | 3,852 | 4,250 | 403 | 4,397 | 4,800 | ||||||||||||||||||
| F-15 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 1 | Identification and Activities of the Company and subsidiaries (continued) |
| 1.5 | Other background, continued |
Main shareholders
Information about shareholders that own more than 5% of SQM’s outstanding Series A or Series B shares as of December 31, 2015 and December 31, 2014, according to information provided by the Central Securities Depositary (Depósito Central de Valores or “DCV”), is set forth in the table below:
| Shareholder as of December 31, 2015 | No. of Series A shares | % of Series A shares | No. of Series B shares | % of Series B shares | % of total shares | |||||||||||||||
| The Bank of New York Mellon, ADRs | - | - | 59,079,533 | 49,08 | % | 22,45 | % | |||||||||||||
| Sociedad de Inversiones Pampa Calichera S.A.(*) | 44,880,793 | 31.43 | % | 7,007,688 | 5.82 | % | 19.72 | % | ||||||||||||
| Inversiones El Boldo Limitada | 29,330,326 | 20.54 | % | 17,963,546 | 14.92 | % | 17.97 | % | ||||||||||||
| Inversiones RAC Chile Limitada | 19,200,242 | 13.44 | % | 2,202,773 | 1.83 | % | 8.13 | % | ||||||||||||
| Potasios de Chile S.A.(*) | 18,179,147 | 12.73 | % | - | - | 6.91 | % | |||||||||||||
| Inversiones PCS Chile Limitada | 15,526,000 | 10.87 | % | - | - | 5.90 | % | |||||||||||||
| Banco de Chile on behalf of non-resident third parties | - | - | 9,055,272 | 7,52 | % | 3.44 | % | |||||||||||||
| Inversiones Global Mining (Chile) Limitada (*) | 8,798,539 | 6.16 | % | - | - | 3.34 | % | |||||||||||||
| Banco Itau on behalf of investors | 20,950 | 0.01 | % | 5,679,753 | 4.72 | % | 2.17 | % | ||||||||||||
| Inversiones La Esperanza Limitada | 3,711,598 | 2.60 | % | 46,500 | 0.04 | % | 1.43 | % | ||||||||||||
(*) Total Pampa Group 29.97%
| Shareholder as of December 31, 2014 | No. of Series A shares | % of Series A shares | No. of Series B shares | % of Series B shares | % of total shares | |||||||||||||||
| The Bank of New York Mellon, ADRs | - | - | 61,894,725 | 51.42 | % | 23.52 | % | |||||||||||||
| Sociedad de Inversiones Pampa Calichera S.A.(*) | 44,803,531 | 31.37 | % | 7,007,688 | 5.82 | % | 19.69 | % | ||||||||||||
| Inversiones El Boldo Limitada | 29,330,326 | 20.54 | % | 17,963,546 | 14.92 | % | 17.97 | % | ||||||||||||
| Inversiones RAC Chile Limitada | 19,200,242 | 13.44 | % | 2,202,773 | 1.83 | % | 8.13 | % | ||||||||||||
| Potasios de Chile S.A.(*) | 18,179,147 | 12.73 | % | - | - | 6.91 | % | |||||||||||||
| Inversiones PCS Chile Limitada | 15,526,000 | 10.87 | % | - | - | 5.90 | % | |||||||||||||
| Inversiones Global Mining (Chile) Limitada (*) | 8,798,539 | 6.16 | % | - | - | 3.34 | % | |||||||||||||
| Banco de Chile on behalf of non-resident third parties | - | - | 5,795,818 | 4.81 | % | 2.20 | % | |||||||||||||
| Banco Itau on behalf of investors | 20,950 | 0.01 | % | 5,412,076 | 4.50 | % | 2.06 | % | ||||||||||||
| Inversiones La Esperanza Limitada | 3,711,598 | 2.60 | % | - | - | 1.41 | % | |||||||||||||
(*) Total Pampa Group 29.97%
On December 31, 2015 the total number of shareholders was 1,229.
| F-16 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements |
| 2.1 | Accounting period |
These consolidated financial statements cover the following periods:
| - | Consolidated Statements of Financial Position as of December 31, 2015 and 2014. |
| - | Consolidated Statements of Changes in Equity for the three years ended December 31, 2015. |
| - | Consolidated Statements of Comprehensive Income for the three years ended December 31, 2015. |
| - | Statements of Cash Flows for the three years ended December 31, 2015. |
| 2.2 | Financial statements |
The consolidated financial statements of Sociedad Química y Minera de Chile S.A. and Subsidiaries, have been prepared in accordance with International Financial Reporting Standards (hereinafter “IFRS”) and represent the full, explicit and unreserved application of the aforementioned international standards issued by the International Accounting Standards Board (IASB).
These consolidated financial statements reflect fairly the Company’s equity and financial position and the results of its operations, changes in the statement of recognized revenue and expenses and cash flows, which have occurred during the periods then ended.
IFRS establish certain alternatives for their application. Those applied by the Company and its subsidiaries are included in detail in this Note.
The accounting policies used in the preparation of these consolidated annual accounts comply with each IFRS in force at their date of presentation.
As explained in note 27.4, on September 29, 2014 Law No. 20,780 was issued, which introduces modifications to the income tax system in Chile and other tax matters. On October 17, 2014 the SVS issued Circular No. 856, which established that the effects of the change in the income tax rates on deferred tax assets and liabilities must be recognized directly within “Retained earnings” instead of the income statement as required by IAS 12.
In order to comply with IAS 12, these financial statements are different to those presented to the SVS as the aforementioned effect has been recognized within the income statement.
| F-17 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements |
| 2.2 | Financial statements, continued |
In addition to the adjustment related to IAS 12, there is a difference between net income for the periods ended December 31, 2015 and December 31, 2014 in these financial statements and the Company’s statutory consolidated financial statements filed with the SVS. In March 2015, the Company made payments to the Chilean Internal Revenue Service (Servicio de Impuestos Internos or “SII”) for expenses that may not have qualified as tax expenses under the Chilean tax code. See Note 30. Provisions of approximately US$7 million corresponding to such payments were included in net income for the period ended December 31, 2014 in these financial statements. However, since such payments were made after March 3, 2015, the date on which the Company filed its statutory consolidated financial statements for the period ended December 31, 2014, with the SVS, such provisions were included in net income for the period ended December 31, 2015 for purposes of the Company’s statutory consolidated financial statements.
A reconciliation of such differences is presented as follows:
| As of December 31, 2015 | ||||||||||||
| Equity | Consolidated Financial Statements for SVS | Consolidated Financial Statements for SEC | Difference | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Equity attributable to owners of the Parent | 2,339,785 | 2,339,785 | - | |||||||||
| Share capital | 477,386 | 477,386 | - | |||||||||
| Other reserves | (19,797 | ) | (19,797 | ) | - | |||||||
| Retained earnings | 1,882,196 | 1,882,196 | - | |||||||||
| Retained earnings for the last period | 1,669,028 | 1,661,840 | 7,188 | |||||||||
| Net Income (loss) for the period | 213,168 | 220,356 | (7,188 | ) | ||||||||
| Total Retained earnings | 1,882,196 | 1,882,196 | - | |||||||||
| Equity attributable to non-controlling interests | 60,571 | 60,571 | - | |||||||||
| Retained earnings | ||||||||||||
| Retained earnings for the last period | 59,867 | 59,867 | - | |||||||||
| Net Income (loss) for the period | 4,164 | 4,164 | - | |||||||||
| Other comprehensive income | (212 | ) | (212 | ) | - | |||||||
| Dividends | (3,248 | ) | (3,248 | ) | - | |||||||
| Total Retained earnings | 60,571 | 60,571 | - | |||||||||
| Total Equity | 2,400,356 | 2,400,356 | - | |||||||||
Dividends paid and the mandatory mínimum dividend provision were determined in accordance with the standards set by the SVS.
| F-18 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.2 | Financial statements, continued |
| As of December 31, 2014 | ||||||||||||
| Equity | Consolidated Financial Statements for SVS | Consolidated Financial Statements for SEC | Difference | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Equity attributable to owners of the Parent | 2,239,836 | 2,232,648 | (7,188 | ) | ||||||||
| Share capital | 477.386 | 477.386 | - | |||||||||
| Other reserves | (13,162 | ) | (13,162 | ) | - | |||||||
| Retained earnings | 1,775,612 | 1,768,424 | (7,188 | ) | ||||||||
| Retained earnings for the last period | 1,479,231 | 1,531,535 | 52,304 | |||||||||
| Net Income (loss) for the period | 296,381 | 236,889 | (59,492 | ) | ||||||||
| Total Retained earnings | 1,775,612 | 1,768,424 | (7,188 | ) | ||||||||
| Equity attributable to non-controlling interests | 59,867 | 59,867 | - | |||||||||
| Retained earnings | ||||||||||||
| Retained earnings for the last period | 55,621 | 55,621 | - | |||||||||
| Net Income (loss) for the period | 7,389 | 7,389 | - | |||||||||
| Other comprehensive income | (132 | ) | (132 | ) | - | |||||||
| Dividends | (5,280 | ) | (5,280 | ) | - | |||||||
| Increase (decrease) due to changes in interests in subsidiaries | 2,269 | 2,269 | ||||||||||
| Total Retained earnings | 59,867 | 59,867 | - | |||||||||
| Total Equity | 2,299,703 | 2,292,515 | (7,188 | ) | ||||||||
Dividends paid and the mandatory mínimum dividend provision were determined in accordance with the standards set by the SVS.
| F-19 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.3 | Basis of measurement |
The consolidated financial statements have been prepared on the historical cost basis except for the following:
| - | Inventories are recorded at the lower of cost and net realizable value. |
| - | Other current and non-current asset and financial liabilities at amortized cost. |
| - | Financial derivatives at fair value; and |
| - | Staff severance indemnities and pension commitments at actuarial value. |
| 2.4 | Accounting pronouncements |
New accounting pronouncements
| a) | The following standards, interpretations and amendments are mandatory for the first time for annual periods beginning on January 1, 2015: |
| Amendments and improvements | Mandatory for periods beginning on | |
| Amendment of IAS 19 “Employee Benefits” on defined benefit plans. – Issued in November 2013. This amendment applies to employee or third party contributions in defined benefit plans. Amendments are intended to simplify the accounting for contributions that are independent of the number of years of service of employees; e.g., contributions by employees that are calculated in accordance with a fixed percentage of the employee’s salary. | 01/01/2015 | |
| Improvements to International Financial Reporting Standards (2012) issued in December 2013 |
Mandatory for periods beginning on | |
| IFRS 2 “Share-based Payment” – It clarifies the definition of “vesting conditions and “market conditions” and defines separately “performance conditions” and “service conditions.” Such an amendment should be applied prospectively on share-based payment transactions whose grant date is July 1, 2014 or after. Early adoption is permitted. | 01/01/2015 | |
| IFRS 8 “Operating Segments” – The standard is amended to include the requirement to disclose the judgments made by management in the aggregation of operating segments. The standard was additionally modified to require a reconciliation of assets of the segments to assets of an entity, when assets are reported by segment. Early adoption is permitted. | 01/01/2015 |
| F-20 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.4 | Accounting Pronouncements, continued |
| Improvements to International Financial Reporting Standards (2012) issued in December 2013 |
Mandatory for periods beginning on | |
| IFRS 13 "Fair Value Measurement” – IASB has modified the basis for conclusions of IFRS 13 to clarify that it did not intend to eliminate the ability to measure short-term receivables and payables at nominal amounts if the effect of not adjusting is not significant. | 01/01/2015 | |
| IAS 16, "Property, Plant and Equipment" and IAS 38, "Intangible Assets" – Both standards are amended to clarify the treatment of the gross carrying amount and accumulated depreciation when an entity uses the revaluation model. Early adoption is permitted. | 01/01/2015 | |
| IAS 24, "Related party Disclosures" – The standard is modified to include, as related party, an entity that provides key management personnel services to the reporting entity of the Parent of the reporting entity (“the managing entity”).Early adoption is permitted. | 01/01/2015 | |
| Improvements to International Financial Reporting Standards (2013) issued in December 2013 |
Mandatory for periods beginning on | |
| IFRS 13 “Fair Value Measurement” – It clarifies that the portfolio exception in IFRS 13, that allows an entity to measure the fair value of a group of financial assets and financial liabilities as at their net amount, applies to all contracts (including non-financial contracts) within the scope of IAS 39 or IFRS 9. An entity must apply the amendments prospectively from the start of the first annual period in which IFRS 13 is applied. | 01/01/2015 |
The adoption of the standards, amendments and interpretations indicated above has no significant impact on the Company’s consolidated financial statements.
| b) | Standards, interpretations and amendments issued, not effective for the financial statements beginning on January 1, 2015, which the Company has not adopted early are as follows: |
| Amendments and interpretations | Mandatory for periods beginning on | |
| IFRS 9 “Financial Instruments”- Issued in July 2014. The IASB has issued the full version of IFRS 9, which supersedes the application guidance in IAS 39. This final version includes requirements on the classification and measurement of financial assets and financial liabilities and an expected credit losses model that replaces the incurred loss impairment model used today. The final hedging accounting part of IFRS 9 was issued in November 2013. Early adoption is permitted. | 01/01/2018 | |
| IFRS 15 “Revenue from Contracts with Customers”-Published in May 2014. This standard establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. For such purposes, the basic principle is that an entity will recognize revenue representing the transfer of goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for such goods or services. The application of this standard will replace IAS 11 Construction Contracts and IAS 18 Revenue, as well as IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue-Barter Transactions Involving Advertising Services. Early application is permitted. | 01/01/2018 |
| F-21 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.4 | Accounting Pronouncements, continued |
| Amendments and improvements | Mandatory for periods beginning on | |
| IFRS 16 “Leases” –issued in January 2016 establishes the principle for the recognition, measurement, presentation and disclosure of leases. The objective is ensuring that lessees and lessors provide relevant information that fairly represents transactions conducted. Such information provides a basis for the users of the financial statements to assess the effect that leases have on the entity’s financial position, performance and cash flows. | 01/01/2019 | |
| IFRS 16 is effective for annual periods beginning on or after January 1, 2019, early adoption is permitted for entities applying IFRS 15 or prior to the date of initial application of IFRS 16. IFRS 16 supersedes the current IAS 17 and introduces a single model for accounting recognition for lessees and requires a lessee to recognize the assets and liabilities of all lease contracts over a term of more than 12 months, unless the underlying asset has a low value. | ||
| Amendment to IFRS 11 “Joint Arrangements” – on the acquisition of interest in a joint operation – Issued in May 2014. This amendment includes guidance relates to the method for accounting for an acquisition of an interest in a joint operation in which the activity constitutes a business, specifying the proper treatment for such acquisitions | 01/01/2016 | |
| IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets” on depreciation and amortization – Issued in May 2014. The amendments clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate because revenue generated by such an activity in general reflects other factors other than the use of the economic benefits embedded in the asset. Likewise, the amendments clarify that a revenue-based amortization method is inappropriate to measure the use of the economic benefits embedded in the intangible asset. | 01/01/2016 | |
| IAS 16 “Property, Plant and Equipment” and IAS 41 “Agriculture” on bearer plants. – Issued in June 2014. These amendments modify the financial information for “bearer plants”, such as vineyards, rubber wood tree and oil palm. The amendments define the concept of “bearer plant” and establish that they should be accounted for in the same way as property, plant and equipment because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41. Early adoption is permitted. | 01/01/2016 | |
| Amendment of IAS 27 “Separate Financial Statements” on the equity method- Issued in August 2014. This amendment allows entities to use the equity method of accounting for the recognition of investments in subsidiaries, joint ventures and associates in their separate financial statements. Early adoption is permitted. | 01/01/2016 | |
| Amendment of IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures”. Issued in September 2014. This amendment addresses an inconsistency between the requirements of IFRS 10 and IAS 28 for the treatment of a sale or contribution of assets between an investor and its associate or joint venture. The main consequence of this amendment is the recognition of a full gain or loss when the transaction involves a business (whether or not in a subsidiary) and a partial gain or loss when the transaction involves assets that are not a business, even if such assets are in a subsidiary. | 01/01/2016 |
| F-22 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.4 | Accounting Pronouncements, continued |
| Amendments and improvements | Mandatory for periods beginning on | |
| Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures.” Issued in December 2014. The amendment clarifies the application of the exception from consolidation for investment entities and their subsidiaries. The amendment to IFRS 10 clarifies on the exception on consolidation available for entities in group structures that include investment entities. The amendment to IAS 28 allows an entity that is not an investment entity, but has an interest in an associated or joint venture that is an investment entity, an option of accounting policy in the application of the equity method. The entity may opt for maintaining measurement at fair value applied by the associate or joint venture that is an investment entity or, consolidating at investment entity level (associate or joint venture). Early adoption is permitted. | 01/01/2016 | |
| Amendment to IAS 1 “Presentation of Financial Statements.” Issued in December 2014. This amendment clarifies the application guidance of IAS 1 on materiality and aggregation, presentation of subtotals, structure of the financial statements and disclosure of accounting policies. The amendments are part of the IASB’s Initiative on Disclosures. Early adoption is permitted. | 01/01/2016 | |
| Improvements to International Financial Reporting Standards (2014) issued in September 2014. |
Mandatory for periods beginning on | |
| IFRS 7 "Financial Instruments: Disclosures" It establishes two amendments to IFRS 7: (1) Service contracts: if a Company transfers a financial asset to a third party under conditions that allow the assigner to dispose of the asset, IFRS 7 requires the disclosure of any type of continued involvement that the entity may still have on transferred assets. IFRS 7 provides guidance on what is understood as continued involvement within this context. The amendment is prospective with the option of applying it retrospectively. This also affects IFRS 1 to provide the same option to the first-time adopters of IFRS 1; (2) Interim Financial Statements: The amendment clarifies that the additional disclosure required by amendments to IFRS 7 “Offsetting Financial Assets and Financial Liabilities” is not specifically required for all interim periods, unless required by IAS 34. The amendment is retrospective. | 01/01/2016 | |
| IAS 19, "Employee Benefits" – This amendment clarifies that in order to determine the discount rate for post-employment benefit obligations, the important aspect is the currency in which liabilities are denominated, not the country where they generate. The evaluation of whether a deep market exists for high-quality corporate bonds is based on corporate bonds in such currency, not in corporate bonds of a particular country. Likewise, where there is no deep market for high-quality corporate bonuses in such currency, government bonds in the related currency have to be used. Such amendment is retrospective but limited at the beginning of the first period presented. | 01/01/2016 | |
| IAS 34, "Interim Financial Reporting" – This amendment clarifies the meaning of disclosure of information ‘elsewhere in the interim financial report’ and to require the inclusion of a cross-reference from the interim financial statements to the location of the information. This amendment is retrospective | 01/01/2016 |
The Company's management is in the process of assessing the impacts on the consolidated financial statements of the adoption of IFRS 9, IFRS 15 and IFRS 16. However, for the remaining standards, amendments and interpretations described above, it believes they will not have any significant impact for the initial application period.
| F-23 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.5 | Basis of consolidation |
| (a) | Subsidiaries |
Relate to all the entities over which Sociedad Química y Minera de Chile S.A. has control when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those variable returns through its power over the entity. Subsidiaries apply the same accounting policies of their Parent.
To account for the acquisition, the Company uses the acquisition method. Under this method the acquisition cost is the fair value of assets delivered, equity securities issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingencies assumed in a business combination are measured initially at fair value at the acquisition date. For each business combination, the Company will measure non-controlling interest of the acquiree either at fair value or as proportional share of net identifiable assets of the acquiree.
Companies included in consolidation:
| Ownership interest | ||||||||||||||||||||||
| Country of | 12/31/2015 | 12/31/2014 | ||||||||||||||||||||
| TAX ID No. | Foreign subsidiaries | origin | Functional currency | Direct | Indirect | Total | Total | |||||||||||||||
| Foreign | Nitratos Naturais Do Chile Ltda. | Brazil | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Nitrate Corporation Of Chile Ltd. | United Kingdom | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM North America Corp. | USA | US$ | 40.0000 | 60.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Europe N.V. | Belgium | US$ | 0.5800 | 99.4200 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Soquimich S.R.L. Argentina | Argentina | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Soquimich European Holding B.V. | Netherlands | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Corporation N.V. | Dutch Antilles | US$ | 0.0002 | 99.9998 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQI Corporation N.V. | Dutch Antilles | US$ | 0.0159 | 99.9841 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Comercial De México S.A. de C.V. | Mexico | US$ | 0.0013 | 99.9987 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | North American Trading Company | USA | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Administración y Servicios Santiago S.A. de C.V. | Mexico | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Peru S.A. | Peru | US$ | 0.9800 | 99.0200 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Ecuador S.A. | Ecuador | US$ | 0.0040 | 99.9960 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Nitratos Mexico S.A. de C.V. | Mexico | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQMC Holding Corporation L.L.P. | USA. | US$ | 0.1000 | 99.9000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Investment Corporation N.V. | Dutch Antilles | US$ | 1.0000 | 99.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Brasil Limitada | Brazil | US$ | 1.0900 | 98.9100 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM France S.A. | France | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Japan Co. Ltd. | Japan | US$ | 1.0000 | 99.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | US$ | 1.6700 | 98.3300 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Oceania Pty Limited | Australia | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| F-24 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.5 | Basis of consolidation, continued |
| Ownership interest | ||||||||||||||||||||||
| Country of | 12/31/2015 | 12/31/2014 | ||||||||||||||||||||
| TAX ID No. | Foreign subsidiaries | origin | Functional currency | Direct | Indirect | Total | Total | |||||||||||||||
| Foreign | Rs Agro-Chemical Trading Corporation A.V.V. | Aruba | US$ | 98.3333 | 1.6667 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Indonesia S.A. | Indonesia | US$ | 0.0000 | 80.0000 | 80.0000 | 80.0000 | |||||||||||||||
| Foreign | SQM Virginia L.L.C. | USA | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Italia SRL | Italy | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | Comercial Caimán Internacional S.A. | Panama | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Africa Pty. | South Africa | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Lithium Specialties LLC | USA | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Iberian S.A. | Spain | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Agro India Pvt. Ltd. | India | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Beijing Commercial Co. Ltd. | China | US$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| Foreign | SQM Thailand Limited | Thailand | US$ | 0.0000 | 99.996 | 99.996 | 99.996 | |||||||||||||||
| Ownership interest | ||||||||||||||||||||||
| Country | Functional | 12/31/2015 | 12/31/2014 | |||||||||||||||||||
| TAX ID No. | Domestic subsidiaries | of origin | currency | Direct | Indirect | Total | Total | |||||||||||||||
| 96.801.610-5 | Comercial Hydro S.A. | Chile | US$ | 0.0000 | 60.6383 | 60.6383 | 60.6383 | |||||||||||||||
| 96.651.060-9 | SQM Potasio S.A. | Chile | US$ | 99.9999 | 0.0000 | 99.9999 | 99.9999 | |||||||||||||||
| 96.592.190-7 | SQM Nitratos S.A. | Chile | US$ | 99.9999 | 0.0001 | 100.0000 | 100.0000 | |||||||||||||||
| 96.592.180-K | Ajay SQM Chile S.A. | Chile | US$ | 51.0000 | 0.0000 | 51.0000 | 51.0000 | |||||||||||||||
| 86.630.200-6 | SQMC Internacional Ltda. | Chile | Ch$ | 0.0000 | 60.6381 | 60.6381 | 60.6381 | |||||||||||||||
| 79.947.100-0 | SQM Industrial S.A. | Chile | US$ | 99.0470 | 0.9530 | 100.0000 | 100.0000 | |||||||||||||||
| 79.906.120-1 | Isapre Norte Grande Ltda. | Chile | Ch$ | 1.0000 | 99.0000 | 100.0000 | 100.0000 | |||||||||||||||
| 79.876.080-7 | Almacenes y Depósitos Ltda. | Chile | Ch$ | 1.0000 | 99.0000 | 100.0000 | 100.0000 | |||||||||||||||
| 79.770.780-5 | Servicios Integrales de Tránsitos y Transferencias S.A. | Chile | US$ | 0.0003 | 99.9997 | 100.0000 | 100.0000 | |||||||||||||||
| 79.768.170-9 | Soquimich Comercial S.A. | Chile | US$ | 0.0000 | 60.6383 | 60.6383 | 60.6383 | |||||||||||||||
| 79.626.800-K | SQM Salar S.A. | Chile | US$ | 18.1800 | 81.8200 | 100.0000 | 100.0000 | |||||||||||||||
| 78.053.910-0 | Proinsa Ltda. | Chile | Ch$ | 0.0000 | 60.5800 | 60.5800 | 60.5800 | |||||||||||||||
| 76.534.490-5 | Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | Chile | Ch$ | 0.0000 | 100.0000 | 100.0000 | 100.0000 | |||||||||||||||
| 76.425.380-9 | Exploraciones Mineras S.A. | Chile | US$ | 0.2691 | 99.7309 | 100.0000 | 100.0000 | |||||||||||||||
| 76.064.419-6 | Comercial Agrorama Ltda. (a) | Chile | Ch$ | 0.0000 | 42.4468 | 42.4468 | 42.4468 | |||||||||||||||
| 76.145.229-0 | Agrorama S.A. | Chile | Ch$ | 0.0000 | 60.6377 | 60.6377 | 60.6377 | |||||||||||||||
| 76.359.919-1 | Orcoma Estudios SPA | Chile | US$ | 51.0000 | - | 51.0000 | 51.0000 | |||||||||||||||
| 76.360.575-2 | Orcoma SPA | Chile | US$ | 100.0000 | - | 100.0000 | 100.0000 | |||||||||||||||
| (a) | The Company consolidated Comercial Agrorama Ltda. as it has the control of this company’s relevant activities. |
Subsidiaries are consolidated using the line-by-line method, adding the items that represent assets, liabilities, revenues, and expenses of similar content, and eliminating those related to intragroup transactions.
| F-25 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 2 | Basis of presentation for the consolidated financial statements (continued) |
| 2.5 | Basis of consolidation, continued |
Profit or loss of depending companies acquired or disposed of during the year are included in profit or loss accounts consolidated from the date control is transferred to the Group, or up to the date control is lost, as applicable.
Non-controlling interest represents the equity of a subsidiary not directly or indirectly attributable to the Parent.
| 2.6 | Significant accounting judgments, estimates and assumptions |
Management of Sociedad Química y Minera de Chile S.A. and its subsidiaries is responsible for the information contained in these consolidated financial statements, which expressly indicate that all the principles and criteria included in IFRSs as issued by the International Accounting Standards Board (IASB), have been applied in full.
In preparing the consolidated financial statements of Sociedad Química y Minera de Chile S.A. and its subsidiaries, Management has made judgments and estimates to quantify certain assets, liabilities, revenues, expenses and commitments included therein. Basically, these estimates refer to:
| - | The useful lives of property, plant and equipment, and intangible assets and their residual value; |
| - | Impairment losses of certain assets, including trade receivables; |
| - | Assumptions used in calculating the actuarial amount of pension-related and severance indemnity payment benefit commitments; |
| - | Provisions for commitments assumed with third parties and contingent liabilities; |
| - | Provisions on the basis of technical studies that cover the different variables affecting products in stock (density and moist, among others), and allowance for slow-moving spare-parts in stock; |
| - | Future cost for closure of mining sites; |
| - | The determination of the fair value of certain financial assets and derivative instruments; |
| - | The determination and assignment of fair values in business combinations. |
Despite the fact that these estimates have been made on the basis of the best information available on the date of preparation of these consolidated financial statements, certain events may occur in the future and oblige their amendment (upwards or downwards) over the next few years, which would be made prospectively, recognizing the effects of the change in estimates in the related future consolidated financial statements.
| F-26 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies |
| 3.1 | Classification of balances as current and non-current |
In the attached consolidated statement of financial position, balances are classified in consideration of their remaining recovery (maturity) dates; i.e., those maturing on a date equal to or lower than twelve months are classified as current and those with maturity dates exceeding the aforementioned period are classified as non-current.
The exception to the foregoing relates to deferred taxes, which are classified as non-current, regardless of the maturity they have.
| 3.2 | Functional and presentation currency |
The Company’s consolidated financial statements are presented in United States dollars (“U.S. dollars” or “US$”), which is the Company’s functional and presentation currency and is the currency of the main economic environment in which it operates.
Consequently, the term foreign currency is defined as any currency other than the U.S. dollar.
The consolidated financial statements are presented in thousands of United States dollars without decimals.
| 3.3 | Foreign currency translation |
| (a) | Group entities: |
The revenue, expenses, assets and liabilities of all entities that have a functional currency other than the presentation currency are converted to the presentation currency as follows:
| - | Assets and liabilities are converted at the closing exchange rate prevailing on the reporting date. |
| - | Revenues and expenses of each profit or loss account are converted at monthly average exchange rates. |
| - | All resulting foreign currency translation gains and losses are recognized as a separate component in translation reserves. |
In consolidation, foreign currency differences arising from the translation of a net investment in foreign entities are recorded in equity (other reserves). At the date of disposal, such foreign currency translation differences are recognized in the statement of income as part of the gain or loss from the sale.
| F-27 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.3 | Foreign currency translation, continued |
The main exchange rates used to translate monetary assets and liabilities, expressed in foreign currency at the end of each period in respect to U.S. dollars, are as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| US$ | US$ | |||||||
| Brazilian real | 3.90 | 2.65 | ||||||
| New Peruvian sol | 3.41 | 2.97 | ||||||
| Argentine peso | 12.90 | 8.45 | ||||||
| Japanese yen | 120.61 | 120.55 | ||||||
| Euro | 0.92 | 0.82 | ||||||
| Mexican peso | 17.34 | 14.74 | ||||||
| Australian dollar | 0.73 | 0.82 | ||||||
| Pound Sterling | 0.67 | 0.64 | ||||||
| South African rand | 15.61 | 11.55 | ||||||
| Ecuadorian dollar | 1.00 | 1.00 | ||||||
| Chilean peso | 710.16 | 606.75 | ||||||
| UF | 36.09 | 40.59 | ||||||
| (b) | Transactions and balances |
Non-monetary transactions in currencies other than the functional currency (U.S. dollar) foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. All differences are recorded in the statement of income except for all monetary item that provide effective hedge for a net investment in a foreign operation. These items are recognized in other comprehensive income on the disposal of the investment; at the time they are recognized in the statement of income. Charges and credits attributable to foreign currency translation differences on those hedge monetary item are also recognize in other comprehensive income.
Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are retranslated to the functional currency at the historical exchange rate of the transaction. Non-monetary items that are measured based on fair value in a foreign currency are translated using the exchange rate at the date on which the fair value is determined.
| F-28 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.4 | Subsidiaries |
SQM S.A. establishes, as basis, the control exercised in subsidiaries, to determine their share in the consolidated financial statements. Control consists of the Company’s ability to exercise power in the subsidiary, exposure, or right, to variable performance from its share in the investee and the ability to use its power on the investee to have an influence on the amount of the investor’s performance.
The Company prepares the consolidated financial statements using consistent accounting policies for the entire Group, the consolidation of a subsidiary commences when the Company has control over the subsidiary and stops when control ceases.
| 3.5 | Consolidated statement of cash flows |
Cash equivalents correspond to highly-liquid short-term investments that are easily convertible in known amounts of cash. They are subject to insignificant risk of changes in their value and mature in less than three months from the date of acquisition of the instrument.
For purposes of the statement of cash flows, cash and cash equivalents comprise cash and cash equivalents as defined above.
The statement of cash flows includes movements in cash performed during the year, determined using the direct method.
| 3.6 | Financial assets |
Management determines the classification of its financial assets at the time of initial recognition, on the basis of the business model for the management of financial assets and the characteristics of contractual cash flows from the financial assets. In accordance with IAS 39, financial assets are measured initially at fair value plus transaction costs that may have been incurred and are directly attributable to the acquisition of the financial asset. Subsequently, financial assets are measured at amortized cost or fair value.
The Company assesses, at each reporting date, whether there is objective evidence that an asset or group of assets is impaired. An asset or group of financial assets is impaired if and only if there is evidence of impairment as a result of one or more events occurring after the initial recognition of the asset or group of assets. For the recognition of impairment, the loss event has to have an impact on the estimate of future cash flows from the asset or groups of financial assets.
| F-29 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.7 | Financial liabilities |
Management determines the classification of its financial liabilities at the time of initial recognition. As established in IAS 39, financial liabilities at the time of initial recognition are measured at fair value, less transaction costs that may have been incurred and are directly attributable to the issue of the financial liability. Subsequently, these are measured at amortized cost using the effective interest method. For financial liabilities that have been initially recognized at fair value through profit or loss, these will be measured subsequently at fair value.
| 3.8 | Financial instruments at fair value through profit or loss |
Management will irrevocably determine, at the time of initial recognition, the designation of a financial instrument at fair value through profit or loss. By doing so, this eliminates and/or significantly reduces measurement or recognition inconsistency that would otherwise have arisen from the measurement of assets or liabilities or from the recognition of gains and losses from them on different bases.
| 3.9 | Financial instrument offsetting |
The Company offsets an asset and liability if and only if it presently has a legally enforceable right of setting off the amounts recognized and has the intent of settling for the net amount of realizing the asset and settling the liability simultaneously.
| 3.10 | Reclassification of financial instruments |
At the time when the Company changes its business model for managing financial assets, it will reclassify the financial assets affected by the new business model.
For financial liabilities these could not be reclassified.
| 3.11 | Derivative and hedging financial instruments |
Derivatives are recognized initially at fair value as of the date on which the derivatives contract is signed and, subsequently, are assessed at fair value. The method for recognizing the resulting gain or loss depends on whether the derivative has been designated as an accounting hedge instrument and, if so, it depends on the type of hedging, which may be as follows:
| (a) | Fair value hedge of assets and liabilities recognized (fair value hedges); |
| (b) | Hedging of a single risk associated with an asset or liability recognized or a highly probably forecast transaction (cash flow hedge). |
At the beginning of the transaction, the Company documents the relationship existing between hedging instruments and those items hedged, as well as their objectives for risk management purposes and the strategy to conduct different hedging operations.
| F-30 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.11 | Derivative and hedging financial instruments, continued |
The Company also documents its evaluation both at the beginning and at the end of each period if derivatives used in hedging transactions are highly effective to offset changes in the fair value or in cash flows of hedged items.
The fair value of derivative instruments used for hedging purposes is shown in Note 10.3 (hedging assets and liabilities). Changes in the cash flow hedge reserve are classified as a non-current asset or liability if the remaining expiration period of the hedged item is higher than 12 months, and as a current asset or liability if the remaining expiration period of the entry is lower than 12 months.
Derivatives that are not designated or do not qualify as hedging derivatives are classified as current assets or liabilities, and changes in the fair value are directly recognized through profit or loss.
| (a) | Fair value hedge |
The change in the fair value of a derivative is recognized with a debit or credit to profit or loss, as applicable. The change in the fair value of the hedged entry attributable to hedged risk is recognized as part of the carrying value of the hedged entry and is also recognized with a debit or credit to profit or loss.
For fair value hedges related to items recorded at amortized cost, the adjustment of the fair value is amortized against profit or loss during the period, through maturity. Any adjustment to the carrying value of a hedged financial instrument, for which the effective rate is used, is amortized with a debit or credit to profit or loss at its fair value, attributable to the risk being covered.
If the hedged entry is derecognized, the fair value not amortized is immediately recognized with a debit or credit to profit or loss.
| (b) | Cash flow hedges |
The effective portion of gains or losses from the hedge instrument is initially recognized with a debit or credit to other comprehensive income, whereas any ineffective portion is immediately recognized with a debit or credit to profit or loss, as applicable.
Amounts taken to equity are transferred to profit or loss when the hedged transaction affects profit or loss, as when the hedged interest income or expense is recognized when a projected sale occurs. When the hedged entry is the cost of a non-financial asset or liability, amounts taken to other reserves are transferred to the initial carrying value of the non-financial asset or liability.
Should the expected firm transaction or commitment no longer be expected to occur, the amounts previously recognized in equity are transferred to profit or loss. If a hedge instrument expires, is sold, finished, or exercised without any replacement, or if a rollover is performed or if its designation as hedging is revoked, the amounts previously recognized in other reserves are maintained in equity until the expected firm transaction or commitment occurs.
| F-31 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.12 | Derecognition of financial instruments |
In accordance with IAS 39, the Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred; and the control of the financial assets has not been retained.
The Company derecognizes a financial liability when its contractual obligations or a part of these are discharged, paying to the creditor or its legally extinguished entity the primary responsibility for the liability.
| 3.13 | Derivative financial instruments |
The Company maintains derivative financial instruments to hedge its exposure to foreign currencies. Derivative financial instruments are recognized initially at fair value; attributable transaction costs are recognized when incurred. Subsequent to initial recognition, changes in fair value of such derivatives are recognized in profit or loss as part of gains and losses.
The Company permanently assesses the existence of embedded derivatives, both in its contracts and financial instruments. As of December 31, 2015 and 2014, there are no embedded derivatives.
| 3.14 | Fair value measurements |
From the initial recognition, the Company measures its assets and liabilities at fair value plus or minus transaction costs incurred that are directly attributable to the acquisition of a financial asset or issuance of a financial liability.
| 3.15 | Leases |
| (a) | Lease - Finance lease |
Leases are classified as finance leases when the Company holds substantially all the risks and rewards derived from the ownership of the asset. Finance leases are capitalized at the beginning of the lease, at the lower of the fair value of the leased asset or the present value of minimum lease payments.
Each lease payment is distributed between the liability and the interest expenses to obtain ongoing interest on the pending balance of debt. The respective lease obligations, net of interest expense, are included in other non-current liabilities. The interest element of finance cost is debited in the consolidated statement of income during the lease period so that a regular ongoing interest rate is obtained on the remaining balance of the liability for each year.
| (b) | Lease – Operating lease |
Leases in which the lesser maintains a significant part of the risks and rewards derived from the ownership are classified as operating leases. Operating lease payments (net of any incentive received from the lesser) are debited to the statement of income or capitalized (as applicable) on a straight-line basis over the lease period.
| F-32 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.16 | Deferred acquisition costs from insurance contracts |
Acquisition costs from insurance contracts are classified as prepayments and correspond to insurance contracts in force, recognized using the straight-line method and on an accrual basis, and are recognized under other non-financial assets.
| 3.17 | Trade and other receivables |
Trade and other receivables relate to non-derivative financial assets with fixed and determinable payments and are not quoted in any active market. These arise from sales operations involving the products and/or services, of which the Company commercializes directly to its customers.
These assets are initially recognized at their fair value and subsequently at amortized cost according to the effective interest rate method, less a provision for impairment loss. An allowance for impairment loss is established for trade receivables when there is objective evidence that the Company will not be able to collect all the amounts which are owed to it, according to the original terms of receivables.
Implicit interest in installment sales is recognized as interest income when interest is accrued over the term of the operation.
| 3.18 | Inventory measurement |
The Company states inventories for the lower of cost and net realizable value. The cost price of finished products and products in progress includes the direct cost of materials and, when applicable, labor costs, indirect costs incurred to transform raw materials into finished products, and general expenses incurred in carrying inventories to their current location and conditions. The method used to determine the cost of inventories is weighted average cost.
Commercial discounts, rebates obtained, and other similar entries are deducted in the determination of the acquisition price.
The net realizable value represents the estimate of the sales price, less all finishing estimated costs and costs which will be incurred in commercialization, sales, and distribution processes.
The Company conducts an evaluation of the net realizable value of inventories at the end of each year, recording an estimate with a charge to income when these are overstated. When a situation arises whereby the circumstances, which previously caused the rebate to cease to exist, or when there is clear evidence of an increase in the net realizable value due to a change in the economic circumstances or prices of main raw materials, the estimate made previously is modified.
| F-33 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.18 | Inventory measurement, continued |
The valuation of obsolete, impaired or slow-moving products relates to their net estimated, net realizable value.
Provisions on the Company's inventories have been made based on a technical study which covers the different variables which affect products in stock (density and humidity, among others).
Raw materials, supplies and materials are recorded at the lower of acquisition cost or market value. Acquisition cost is calculated according to the average price method.
| 3.19 | Investments in associates and joint ventures |
Interests in companies on which joint control is exercised (joint venture) or where an entity has significant influence (associates) are recognized using the equity method of accounting. Significant influence is presumed to exist when interest greater than 20% is held in the capital of an investee.
Under this method, the investment is recognized in the statement of financial position at cost plus changes, subsequent to the acquisition, and considering the proportional share in the equity of the associate. For such purposes, the interest percentage in the ownership of the associate is used. The associated goodwill acquired is included in the carrying amount of the investee and is not amortized. The debit or credit to profit or loss reflects the proportional share in the profit or loss of the associate.
Unrealized gains for transactions with affiliates or associates are eliminated considering the interest percentage the Company has on such entities. Unrealized losses are also eliminated, except if the transaction provides evidence of impairment loss of the transferred asset.
Changes in the equity of associates are recognized considering the proportional amounts with a charge or credit to “Other reserves” and classified considering their origin.
Reporting dates of the associate, the Company and related policies are similar for equivalent transactions and events under similar circumstances.
In the event that the significant influence is lost or the investment is sold or is held as available for sale, the equity method is discontinued, suspending the recognition of proportional share of profit or loss.
If the resulting amount according to the equity method is negative, the share of profit or loss is reflected at zero value in the consolidated financial statements, unless a commitment exists by the Company to reinstate the Company’s equity position, in which case the related provision for risks and expenses is recorded.
Dividends received by these companies are recorded by reducing the equity value, and the proportional share of profit or loss recognized in conformity with the share of equity are included in the consolidated profit or loss accounts in the caption “Equity share of profit (loss) of associates and joint ventures that are accounted for using the equity method of accounting”.
| F-34 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.20 | Transactions with non-controlling interests |
Non-controlling interests are recorded in the consolidated statement of financial position within equity separate from equity attributable to the owners of the Parent.
| 3.21 | Related party transactions |
Transactions between the Company and its subsidiaries are part of the Company’s normal operations within its scope of business activities. Conditions for such transactions are those normally effective for those types of operations with regard to terms and market prices. Also, these transactions have been eliminated in consolidation. Expiration conditions for each case vary by virtue of the originating transaction.
| 3.22 | Property, plant and equipment |
Tangible property, plant and equipment assets are stated at acquisition cost, net of the related accumulated depreciation, amortization and impairment losses that they might have experienced.
In addition to the price paid for the acquisition of tangible property, plant and equipment, the Company has considered the following concepts as part of the acquisition cost, as applicable:
| 1. | Accrued interest expenses during the construction period which are directly attributable to the acquisition, construction or production of qualifying assets, which are those that require a substantial period prior to being ready for use. The interest rate used is that related to the project’s specific financing or, should this not exist, the average financing rate of the investor company. |
| 2. | The future costs that the Company will have to experience, related to the closure of its facilities at the end of their useful life, are included at the present value of disbursements expected to be required to settle the obligation. |
Construction-in-progress is transferred to property, plant and equipment in operation once the assets are available for use and the related depreciation and amortization begins on that date.
Extension, modernization or improvement costs that represent an increase in productivity, ability or efficiency or an extension of the useful lives of property, plant and equipment are capitalized as a higher cost of the related assets. All the remaining maintenance, preservation and repair expenses are charged to expense as incurred.
| F-35 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.22 | Property, plant and equipment, continued |
The replacement of full assets, which increase the asset’s useful life or its economic capacity, are recorded as a higher value of property, plant and equipment with the related derecognition of replaced or renewed elements.
Gains or losses which are generated from the sale or disposal of property, plant and equipment are recognized as income (or loss) in the period, and calculated as the difference between the asset’s sales value and its net carrying value.
Costs derived from daily maintenance of property, plant and equipment are recognized when incurred.
| 3.23 | Depreciation of property, plant and equipment |
Property, plant and equipment are depreciated through the straight-line distribution of cost over the estimated technical useful life of the asset which is the period in which the Company expects to use the asset. When components of one item of property, plant and equipment have different useful lives, they are recorded as separate assets. Useful lives are reviewed on an annual basis.
The useful lives used for the depreciation and amortization of assets included in property, plant and equipment are presented below.
| Types of property, plant and equipment | Minimum life or rate | maximum life or rate | ||||||
| Buildings | 3 | 60 | ||||||
| Plant and equipment | 3 | 35 | ||||||
| Information technology equipment | 3 | 10 | ||||||
| Fixtures and fittings | 3 | 35 | ||||||
| Motor vehicles | 5 | 10 | ||||||
| Other property, plant and equipment | 2 | 30 | ||||||
| F-36 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.24 | Goodwill |
Goodwill acquired represents the excess in acquisition cost on the fair value of the Company's ownership of the net identifiable assets of the subsidiary on the acquisition date. Goodwill acquired related to the acquisition of subsidiaries is included in goodwill, which is subject to impairment tests every time consolidated financial statements are issued, and is stated at cost less accumulated impairment losses. Gains and losses related to the sale of an entity include the carrying value of goodwill related to the entity sold.
This intangible asset is assigned to cash-generating units with the purpose of testing impairment losses. It is allocated based on cash-generating units expected to obtain benefits from the business combination from which the aforementioned goodwill acquired arose.
| 3.25 | Intangible assets other than goodwill |
Intangible assets mainly relate to water rights, trademarks, and rights of way related to electric lines, development expenses, and computer software licenses.
| (a) | Water rights |
Water rights acquired by the Company relate to water from natural sources and are recorded at acquisition cost. Given that these assets represent legal rights granted in perpetuity to the Company, they are not amortized, but are subject to annual impairment tests.
| (b) | Right of way for electric lines |
As required for the operation of industrial plants, the Company has paid rights of way in order to install wires for the different electric lines in third party land. These rights are presented under intangible assets. Amounts paid are capitalized at the date of the agreement and charged to income, according to the life of the right of way.
| (c) | Computer software |
Licenses for IT programs acquired are capitalized based on costs that have been incurred to acquire them and prepare them to use the specific program. These costs are amortized over their estimated useful lives.
Expenses related to the development or maintenance of IT programs are recognized as an expense as and when incurred. Costs directly related to the production of unique and identifiable IT programs controlled by the Group, and which will probably generate economic benefits that are higher than costs during more than a year, are recognized as intangible assets. Direct costs include expenses of employees that develop information technology software and general expenses in accordance with corporate charges received.
The costs of development for IT programs recognized as assets are amortized over their estimated useful lives.
| F-37 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.25 | Intangible assets other than goodwill, continued |
| (d) | Mining property and concession rights |
The Company holds mining property and concession rights from the Chilean Government. Property rights are usually obtained with no initial cost (other than the payment of mining patents and minor recording expenses) and upon obtaining rights on these concessions, these are retained by the Company while annual patents are paid. Such patents, which are paid annually, are recorded as prepaid assets and amortized over the following twelve months. Amounts attributable to mining concessions acquired from third parties that are not from the Chilean Government are recorded at acquisition cost within intangible assets.
No impairment of intangible assets exists as of December 31, 2015 and December 31, 2014.
| 3.26 | Research and development expenses |
Research and development expenses are charged to profit or loss in the period in which the disbursement was made.
| 3.27 | Prospecting expenses |
The Company has mining property and concession rights from the Chilean Government and acquired from third parties other than the Chilean Government, destined to the exploitation of caliche ore and saltpeter deposits and also the exploration of this type of deposits.
Upon obtaining these rights, the Company initially records disbursements directly associated with the exploration and evaluation of deposits (associated with small deposits with trading feasibility) as asset at cost. Such disbursements include the following concepts:
| - | Disbursements for geological reconnaissance evaluation |
| - | Disbursements for drilling |
| - | Disbursements for drilling work and sampling |
| - | Disbursements for activities related to technical assessment and trading feasibility of drilling work |
| - | And any disbursement directly related to specific projects where its objective is finding mining resources. |
Subsequently, the Company distinguishes exploration and evaluation projects according to the economic feasibility of the mineral extracted in the area or exploration, among those that finally will deliver future benefits to the Company (profitable projects) and those projects for which it is not probable that economic benefit will flow to the Company in the future (i.e., when the mine site has low ore grade and its exploitation is not economically profitable).
| F-38 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.27 | Prospecting expenses, continued |
If technical studies determine that the ore grade is not economically suitable for exploitation, the asset is directly expensed. Otherwise, it is held in the caption “other non-current assets”, reclassifying the portion related to the area to be exploited in the year in the caption inventories and such amount is amortized as production cost on the basis of estimated tons to be extracted.
The technical reasons for this classification correspond to the fact that this is an identifiable non-monetary asset that is owned to be used in the production of our processes as a main raw material. For this reason and because our disbursements correspond to proven reserves with a trading feasibility and used as main raw material in our production processes, these are presented as inventories that will be exploited within the commercial year and the remainder as development expenses for small deposits and prospecting expenses in the caption “other non-current assets”.
| 3.28 | Impairment of non-financial assets |
Assets subject to depreciation and amortization are subject to impairment testing, provided that an event or change in the circumstances indicates that the amounts in the accounting records may not be recoverable. An impairment loss is recognized for the excess of the book value of the asset over its recoverable amount.
The recoverable amount of an asset is the higher between the fair value of an asset or cash generating unit (“CGU”) less costs of sales and its value in use, and is determined for an individual asset unless the asset does not generate any cash inflows that are clearly independent from other assets or groups of assets.
When the carrying value of an asset exceeds its recoverable amount, the asset is considered an impaired asset and is reduced to its net recoverable amount.
In evaluating value in use, estimated future cash flows are discounted using a discount rate before taxes which reflects current market evaluation on the time value of money and specific asset risks.
To determine the fair value less costs to sell, an appropriate valuation model is used.
Impairment losses from continuing operations are recognized with a debit to profit or loss in the categories of expenses associated with the impaired asset function, except for properties reevaluated previously where the revaluation was taken to equity.
| F-39 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.28 | Impairment of non-financial assets, continued |
For assets other than acquired goodwill, an annual evaluation is conducted of whether there are impairment loss indicators recognized previously that might have already decreased or ceased to exist. The recoverable amount is estimated if such indicators exist. An impairment loss previously recognized is reversed only if there have been changes in estimates used to determine the asset’s recoverable amount from the last time in which an impairment loss was recognized. If this is the case, the carrying value of the asset is increased to its recoverable amount. This increased amount cannot exceed the carrying value that would have been determined net of depreciation if an asset impairment loss would have not been recognized in prior years. This reversal is recognized with a credit to profit or loss.
| 3.29 | Minimum dividend |
As required by the Shareholders’ Corporations Act, unless decided otherwise by the unanimous vote by the shareholders of subscribed and paid shares, a public company must distribute dividends as agreed by the shareholders at the General Shareholders’ Meeting held each year with a minimum of 30% of its profit, except when the Company records unabsorbed losses from prior years. However, the Company defines as policy the distribution of 50% of its profit for the year.
| 3.30 | Earnings per share |
The net basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary owners of the parent by the weighted average number of ordinary shares outstanding during the year.
The Company has not conducted any type of operation of potential dilutive effect that assumes diluted earnings per share other than the basic earnings per share.
| 3.31 | Trade and other payables |
Trade and other payables are measured at fair value plus all costs associated with the transaction. Subsequently, these are carried at amortized cost using the effective interest rate method.
| F-40 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.32 | Interest-bearing borrowings |
At initial recognition, interest-bearing borrowings are measured at fair value. Subsequently, they are measured at amortized cost using the effective interest rate method. Amortized cost is calculated considering any premium or discount from the acquisition and includes costs of transactions which are an integral part of the effective interest rate.
These are recorded as non-current when their expiration period exceeds twelve months and as current when the term is lower than such term. Interest expense is calculated in the year in which they are accrued following a financial criterion.
| 3.33 | Other provisions |
Provisions are recognized when:
| - | The Company has a present obligation as the result of a past event. |
| - | It is more likely than not that certain resources must be used, including benefits, to settle the obligation. |
| - | A reliable estimate can be made of the amount of the obligation. |
In the event that the provision or a portion of it is reimbursed, the reimbursement is recognized as a separate asset solely if there is certainty of income.
In the consolidated statement of income, the expense for any provision is presented net of any reimbursement.
Should the effect of the time value of money be significant, provisions are discounted using a discount rate before tax that reflects the liability’s specific risks. When a discount rate is used, the increase in the provision over time is recognized as a finance cost.
The Company’s policy is maintaining provisions to cover risks and expenses based on a better estimate to deal with possible or certain and quantifiable responsibilities from current litigation, compensations or obligations, pending expenses for which the amount has not yet been determined, collaterals and other similar guarantees for which the Company is responsible. These are recorded at the time the responsibility or the obligation that determines the compensation or payment is generated.
| F-41 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.34 | Obligations related to employee termination benefits and pension commitments |
Obligations with the Company’s employees are in accordance with that established in the collective bargaining agreements in force, formalized through collective employment agreements and individual employment contracts, except for the United States that is regulated in accordance with employment plans in force up to 2002.
These obligations are valued using actuarial calculations, according to the projected unit credit method which considers such assumptions as the mortality rate, employee turnover, interest rates, retirement dates, effects related to increases in employees’ salaries, as well as the effects on variations in services derived from variations in the inflation rate. This, considering criteria in force contained in the revised IAS 19.
Actuarial gains and losses that may be generated by variations in defined, pre-established obligations are directly recorded in other comprehensive income.
Actuarial losses and gains have their origin in departures between the estimate and the actual behavior of actuarial assumptions or in the reformulation of established actuarial assumptions.
The discount rate used by the Company for calculating the obligation was 4.89% and 5.5% for the periods ended December 31, 2015 and December 31, 2014, respectively.
The Company’s subsidiary SQM North America has established pension plans for its retired employees that are calculated by measuring the projected obligation using a net salary progressive rate net of adjustments for inflation, mortality and turnover assumptions, deducting the resulting amounts at present value using a 5.5% interest rate for 2015 and 2014. The net balance of this obligation is presented under the non-current provisions for employee benefits.
| 3.35 | Compensation plans |
Compensation plans implemented through benefits in share-based payments settled in cash, which have been provided, are recognized in the financial statements at their fair value, in accordance with International Financial Reporting Standards No. 2 "Share-based Payments.” Changes in the fair value of options granted are recognized with a charge to payroll on a straight-line basis during the period between the date on which these options are granted and the payment date (see Note 16).
| 3.36 | Revenue recognition |
Revenue includes the fair value of considerations received or receivable for the sale of goods and services during performance of the Company's activities. Revenue is presented net of value added tax, estimated returns, rebates and discounts and after the elimination of sales among subsidiaries.
| F-42 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.36 | Revenue recognition, continued |
Revenue is recognized when its amount can be stated reliably. It is possible that the future economic rewards will flow to the entity and the specific conditions for each type of activity related revenue are complied with, as follows:
| (a) | Sale of goods |
The sale of goods is recognized when the Company has delivered products to the customer, and there is no obligation pending compliance that could affect the acceptance of products by the customer. The delivery does not occur until products have been shipped to the customer or confirmed as received by customers. When the related risks of obsolescence and loss have been transferred to the customer and the customer has accepted products in accordance with the conditions established in the sale, when the acceptance period has ended, or when there is objective evidence that those criteria required for acceptance have been met.
Sales are recognized in consideration of the price set in the sales agreement, net of volume discounts and estimated returns at the date of the sale. Volume discounts are evaluated in consideration of annual foreseen purchases and in accordance with the criteria defined in agreements.
| (b) | Sale of services |
Revenue associated with the rendering of services is recognized considering the degree of completion of the service as of the date of presentation of the consolidated classified statement of financial position, provided that the result from the transaction can be estimated reliably.
| (c) | Interest income |
Interest income is recognized when interest is accrued in consideration of the principal pending payment using the effective interest rate method.
| (d) | Income from dividends |
Income from dividends is recognized when the right to receive the payment is established.
| 3.37 | Finance income and finance costs |
Finance income is mainly composed of interest income in financial instruments such as term deposits and mutual fund deposits. Interest income is recognized in profit or loss at amortized cost, using the effective interest rate method.
Finance costs are mainly composed of interest on bank borrowing expenses, interest on bonds issued and interest capitalized for borrowing costs for the acquisition, construction or production or qualifying assets.
Borrowing costs and bonds issued are recognized in profit or loss using the effective interest rate method.
| F-43 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.37 | Finance income and finance costs, continued |
For finance costs accrued during the construction period that are directly attributable to the acquisition, construction or production of qualifying assets, the effective interest rate related to the project’s specific financing is used. If none exist, the average financing rate of the subsidiary that makes the investment is utilized. Borrowing and financing costs that are directly attributable to the acquisition, construction or production of an asset are capitalized as part of that asset’s cost.
| 3.38 | Income tax and deferred taxes |
Corporate income tax for the year is determined as the sum of current taxes from the different consolidated companies.
Current taxes are based on the application of the various types of taxes attributable to taxable income for the year.
Differences between the book value of assets and liabilities and their tax basis generate the balance of deferred tax assets or liabilities, which are calculated using the tax rates expected to be applicable when the assets and liabilities are realized.
In conformity with current Chilean tax regulations, the provision for corporate income tax and taxes on mining activity is recognized on an accrual basis, presenting the net balances of accumulated monthly tax provisional payments for the fiscal period and associated credits. The balances of these accounts are presented in current income taxes recoverable or current taxes payable, as applicable.
Tax on companies and variations in deferred tax assets or liabilities that are not the result of business combinations are recorded in statement of income accounts or equity accounts in the consolidated statement of financial position, considering the origin of the gains or losses which have generated them.
At each reporting period, the carrying amount of deferred tax assets has been reviewed and reduced to the extent there will not be sufficient taxable income to allow the recovery of all or a portion of the deferred tax assets. Likewise, as of the date of the consolidated financial statements, deferred tax assets that are not recognized were evaluated and not recognized as it was more likely than not that future taxable income will allow for recovery of the deferred tax asset.
With respect to deductible temporary differences associated with investments in subsidiaries, associated companies and interest in joint ventures, deferred tax assets are recognized solely provided that it is more likely than not that the temporary differences will be reversed in the near future and that there will be taxable income with which they may be used.
The deferred income tax related to entries directly recognized in equity is recognized with an effect on equity and not with an effect on profit or loss.
| F-44 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.38 | Income tax and deferred taxes, continued |
Deferred tax assets and liabilities are offset if there is a legally receivable right of offsetting tax assets against tax liabilities and the deferred tax is related to the same tax entity and authority.
| 3.39 | Segment reporting |
IFRS 8 requires that companies adopt a “management approach” to disclose information on the operations generated by its operating segments. In general, this is the information that management uses internally for the evaluation of segment performance and making the decision on how to allocate resources for this purpose.
An operating segment is a group of assets and operations responsible for providing products or services subject to risks and performance different from those of other business segments. A geographical segment is responsible for providing products or services in a given economic environment subject to risks and performance different from those of other segments that operate in other economic environments.
For assets and liabilities the allocation to each segment is not possible given that these are associated with more than one segment, except for depreciation, amortization and impairment of assets, which are directly allocated to the applicable segments, in accordance with the criteria established in the costing process for product inventories.
The following operating segments have been identified by the Company:
| - | Specialty plant nutrients |
| - | Industrial chemicals |
| - | Iodine and derivatives |
| - | Lithium and derivatives |
| - | Potassium |
| - | Other products and services |
| F-45 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 3 | Significant accounting policies (continued) |
| 3.40 | Environment |
In general, the Company follows the criteria of considering amounts used in environmental protection and improvement as environmental expenses. However, the cost of facilities, machinery and equipment used for the same purpose are considered property, plant and equipment, as the case may be.
| Note 4 | Financial risk management |
| 4.1 | Financial risk management policy |
The Company’s financial risk management policy is focused on safeguarding the stability and sustainability of Sociedad Química y Minera de Chile S.A. and its subsidiaries with regard to all such relevant financial uncertainty components.
The Company’s operations are subject to certain financial risk factors that may affect its financial position or results. The most significant risk exposures are market risk, liquidity risk, currency risk, doubtful accounts risk, and interest rate risk, among others.
Potentially, additional known or unknown risks may exist, of which we currently deem not to be significant, which could also affect the Company’s business operations, its business, financial position, or profit or loss.
The financial risk management structure includes identifying, determining, analyzing, quantifying, measuring and controlling these events. Management and, in particular, Finance Management, is responsible for constantly assessing the financial risk. The Company uses derivatives to hedge a significant portion of those risks.
| F-46 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 4 | Financial risk management, continued |
| 4.2 | Risk factors |
| 4.2.1 | Market risk |
Market risk refers to the uncertainty associated with fluctuations in market variables affecting the Company’s assets and liabilities, including:
| a) | Country risk: The economic situation of the countries where the Company operates may affect its financial position. For example, sales conducted in emerging markets expose SQM to risks related to economic conditions and trends in those countries. In addition, inventories may also be affected by the economic scenario in such countries and/or the global economy, among other probable economic impacts. |
| b) | Price risk: The Company’s product prices are affected by the fluctuations in international prices of fertilizers and chemicals, as well as changes in productive capacities or market demand, all of which might affect the Company’s business, financial position and results of operations. |
| c) | Commodity price risk: The Company is exposed to changes in commodity prices and energy which may have an impact on its production costs that may cause unstable results. |
As of to-date, the SQM Group incurs an annual expenditure of approximately US$102 million associated with fuel, gas, energy and equivalents and approximately US$52 million related to direct electrical supply consumption. A change of 10% in the prices of energy required for the Company’s operations may involve costs of approximately US$10 million in short-term movements.
The markets in which the Company operates are unpredictable, exposed to significant fluctuations in supply and demand, and price high volatility. Additionally, the supply of certain fertilizers or chemicals, including certain products which the Company trades, vary mainly depending on the production of top producers and their related business strategies. Accordingly, the Company cannot forecast with certainty changes in demand, responses from competitors or fluctuations in the final price of its products. These factors can lead to significant impacts on the Company’s product sales volumes, financial position and share price.
| d) | Quality standards: In the markets in which we operate, customers might impose quality standards on our products and/or governments could enact more stringent standards for the distribution and/or use of our products. Consequently, we might not be able to sell our products if we are not able to meet those new standards. In addition, our production costs might increase to meet such new standards. Not being able to sell our products in one or more markets or to key customers might significantly affect our business, financial position or the results of our operations. |
| F-47 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 4 | Financial risk management, continued |
| 4.2.2 | Credit risk |
A contraction of the global economy and the potentially adverse effects in the financial position of our customers may extend the receivables recovery period for SQM, increasing its exposure to credit risk. While measures have been taken to minimize such risk, the global economic situation may result in losses that might have a material adverse effect on the Company’s business, financial position or results of operations.
To mitigate these risks, SQM actively controls debt collection and has established certain safeguards which include loan insurance, letters of credit, and prepayments for a portion of receivables.
Financial investments correspond to time deposits with maturities exceeding 90 days and less than 360 days from the investment date, so they are not exposed to significant market risks. Derivative financial instruments are measured at fair value and are engaged only in the market in Chile.
| 4.2.3 | Currency risk |
As a result of its influence on price level determination as well as its relationship with cost of sales, and since a significant portion of the Company’s business transactions are performed in that foreign currency, the functional currency of SQM is the United States dollar. However, the global business activities of the Company expose it to the foreign exchange fluctuations of several currencies with respect to the value of the U.S. dollar. Accordingly, SQM has entered into hedge contracts to mitigate the exposure generated by its main mismatches (assets, net of liabilities) in currencies other than the U.S. dollar against the foreign exchange fluctuation. These contracts are periodically updated depending on the mismatch amount to be hedged in such currencies. Occasionally, and subject to the Board of Directors’ approval, in the short-term the Company insures cash flows from certain specific items in currencies other than the U.S. dollar.
A significant portion of the Company’s costs, particularly payroll, is denominated in Chilean pesos. Accordingly, an increase or decrease in the exchange rate against the U.S. dollar would affect the Company’s profit for the period. Approximately US$ 342 million of the Company’s costs are denominated in Chilean pesos. A significant portion of the effect of such obligations on the statement of financial position is hedged by derivative instrument transactions on the balance mismatch in such currency.
As of December 31, 2015, the Company recorded derivative instruments classified as currency and interest rate hedges associated with all the bonds payable, denominated in UF, with a fair value of US$75 million against SQM. As of December 31, 2014, this amounts to US$37 million in favor SQM.
As of December 31, 2015, the Chilean peso to U.S. dollar exchange rate was Ch$710.16 per US$1.00 (Ch$ 606.75 per US$ 1.00 as of December 31, 2014).
| F-48 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 4 | Financial risk management, continued |
| 4.2.4 | Interest rate risk |
Interest rate fluctuations, primarily due to the uncertain future behavior of markets, may have a material impact on the financial results of the Company.
The Company has current and non-current debts valued at LIBOR, plus a spread. The Company is partially exposed to fluctuations in such rate, as SQM currently holds hedging derivative instruments to hedge a portion of its liabilities subject to the LIBOR rate fluctuations.
As of December 31, 2015, approximately 15% of the Company’s financial liabilities are measured at LIBOR. Accordingly, any significant increase in this rate may have an impact on the Company’s financial position. A 100 basic point variation in this rate may trigger variations in financial expenses of close to US$ 0.5 million. However, this effect is significantly counterbalanced by the returns of the Company’s investments that are also strongly related to LIBOR.
In addition, as of December 31, 2015, the Company's financial liabilities are mainly concentrated in the long-term and approximately 24% have maturities of less than 12 months, decreasing in the process the exposure to changes in interest rates.
| 4.2.5 | Liquidity risk |
Liquidity risk relates to the funds needed to comply with payment obligations. The Company’s objective is to maintain financial flexibility through a comfortable balance between fund requirements and cash flows from regular business operations, bank borrowings, bonds, short term investments, and marketable securities, among others.
The Company has an important capital expense program which is subject to change over time.
On the other hand, world financial markets go through periods of contraction and expansion that are unforeseeable in the long-term and may affect SQM’s access to financial resources. Such factors may have a material adverse impact on the Company’s business, financial position and results of operations.
SQM constantly monitors the matching of its obligations with its investments, taking due care of maturities of both, from a conservative perspective, as part of this financial risk management strategy. As of December 31, 2015, the Company had unused, available revolving credit facilities with banks, for a total of approximately US$440 million.
The position in other cash and cash equivalents generated by the Company are invested in highly liquid mutual funds with an AAA risk rating.
| F-49 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 4 | Financial risk management, continued |
| 4.2.5 | Liquidity risk, continued |
| Maturity of undiscounted cash flows | ||||||||||||||||||||
| As of December 31, 2015 | Book Value | Less than 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||||
| MMUS$ | MMUS$ | MMUS$ | MMUS$ | MMUS$ | ||||||||||||||||
| Other non-derivative financial liabilities | ||||||||||||||||||||
| Bank loans | 318.34 | 182.16 | 144.36 | - | 326.53 | |||||||||||||||
| Unsecured obligations | 1,311.65 | 260.90 | 510.46 | 901.92 | 1,673.28 | |||||||||||||||
| Subtotal | 1,629.09 | 443.06 | 654.83 | 901.92 | 1,999.81 | |||||||||||||||
| Other derivative financial liabilities | ||||||||||||||||||||
| Hedging liabilities | 75.07 | 2.46 | 75.31 | 0.05 | 77.83 | |||||||||||||||
| Derivative financial instruments | (17.89 | ) | (17.89 | ) | - | - | (17.89 | ) | ||||||||||||
| Subtotal | 57.18 | (15.43 | ) | 75.31 | 0.05 | 59.94 | ||||||||||||||
| Total | 1,687.17 | 427.64 | 730.14 | 901.98 | 2,059.75 | |||||||||||||||
| Maturity of undiscounted cash flows | ||||||||||||||||||||
| As of December 31, 2014 | Book Value | Less than 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||||
| MMUS$ | MMUS$ | MMUS$ | MMUS$ | MMUS$ | ||||||||||||||||
| Other non-derivative financial liabilities | ||||||||||||||||||||
| Bank loans | 411.40 | 195.79 | 231.48 | - | 427.27 | |||||||||||||||
| Unsecured obligations | 1,352.31 | 67.13 | 477.50 | 1,248.62 | 1,793.25 | |||||||||||||||
| Subtotal | 1,763.71 | 262.92 | 708.98 | 1,248.62 | 2,220.51 | |||||||||||||||
| Other derivative financial liabilities | ||||||||||||||||||||
| Hedging liabilities | 37.77 | 0.66 | 41.49 | (5.04 | ) | 37.11 | ||||||||||||||
| Derivative financial instruments | (15.07 | ) | (15.07 | ) | - | - | (15.07 | ) | ||||||||||||
| Subtotal | 22.70 | (14.41 | ) | 41.49 | (5.04 | ) | 22.03 | |||||||||||||
| Total | 1,786.40 | 248.50 | 750.47 | 1,243.57 | 2,242.54 | |||||||||||||||
| 4.3 | Risk measurement |
The Company has methods to measure the effectiveness and efficiency of financial risk hedging strategies, both prospectively and retrospectively. These methods are consistent with the risk management profile of the Group.
| F-50 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 5 | Changes in accounting estimates and policies (consistent presentation) |
| 5.1 | Changes in accounting estimates |
The Company had no significant changes in the determination of accounting estimates at the closing date of the consolidated financial statements.
| 5.2 | Changes in accounting policies |
As of December 31, 2015, the Company’s consolidated financial statements present no significant changes in accounting policies or estimates compared to the prior period.
The consolidated statements of financial position as of December 31, 2015 and 2014 and the statements of comprehensive income, changes in equity and cash flows for the periods ended December 31, 2015, 2014 and 2013 have been prepared in accordance with the International Financial Reporting Standards (IFRS). The accounting principles and criteria have been applied consistently.
| F-51 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation |
| 6.1 | Parent’s stand-alone assets and liabilities |
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Assets | 4,012,556 | 4,305,107 | ||||||
| Liabilities | (1,672,771 | ) | (2,065,271 | ) | ||||
| Equity | 2,339,785 | 2,239,836 | ||||||
| 6.2 | Parent entity |
As provided in the Company’s by-laws, no shareholder can concentrate more than 32% of the Company’s voting right shares and therefore there is no controlling entity.
| 6.3 | Joint arrangements of controlling interest |
Sociedad de Inversiones Pampa Calichera S.A., Potasios de Chile S.A., and Inversiones Global Mining (Chile) Limitada, collectively the Pampa Group, are the owners of a number of shares that are equivalent to 29.97% as of December 31, 2015 of the current total amount of shares issued, subscribed and fully-paid of the Company. In addition, Kowa Company Ltd., Inversiones La Esperanza (Chile) Limitada, Kochi S.A. and La Esperanza Delaware Corporation, collectively the Kowa Group, are the owners of a number of shares equivalent to 2.12% of the total amount of issued, subscribed and fully-paid shares of SQM S.A.
The Pampa Group and the Kowa Group have informed SQM S.A., the Chilean SVS and the relevant stock exchanges in Chile and abroad that they are not and have never been related parties between them. In addition, this is regardless of the fact that both Groups on December 21, 2006 have entered into a Joint Action Agreement (JAA) related to those shares. Consequently, the Pampa Group, by itself, does not concentrate more than 32% of the voting right capital of SQM S.A., and the Kowa Group does not concentrate by itself more than 32% of the voting right capital of SQM S.A..
Likewise, the Joint Action Agreement has not transformed the Pampa and Kowa Groups into related parties between them. The Joint Action Agreement has only transformed the current controller of SQM S.A., composed of the Pampa Group and the Kowa Group, into related parties of SQM S.A.
Detail of effective concentration
| Tax ID No. | Name | Ownership interest % | ||||
| 96.511.530-7 | Sociedad de Inversiones Pampa Calichera S.A. | 19.72 | ||||
| 76.165.311-5 | Potasios de Chile S.A. | 6.91 | ||||
| 96.863.960-9 | Inversiones Global Mining (Chile) Limitada | 3.34 | ||||
| Total Pampa Group | 29.97 | |||||
| 79.798.650-k | Inversiones la Esperanza (Chile) Ltda. | 1.43 | ||||
| 59.046.730-8 | Kowa Co Ltd. | 0.30 | ||||
| 96.518.570-4 | Kochi S.A. | 0.30 | ||||
| 59.023.690-k | La Esperanza Delaware Corporation | 0.09 | ||||
| Total Kowa Group | 2.12 | |||||
| F-52 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.4 | General information on consolidated subsidiaries |
As of December 31, 2015 and December 31, 2014, the general information of the companies over which the Company exercises control and significant influence is as follows:
| Country of | Functional | Ownership interest | ||||||||||||||||||
| Subsidiary | Tax ID | Address | incorporation | currency | Direct | Indirect | Total | |||||||||||||
| SQM Nitratos S.A. | 96.592.190-7 | El Trovador 4285 Las Condes | Chile | US$ | 99.9999 | 0.0001 | 100.0000 | |||||||||||||
| Proinsa Ltda. | 78.053.910-0 | El Trovador 4285 Las Condes | Chile | Ch$ | - | 60.5800 | 60.5800 | |||||||||||||
| SQMC Internacional Ltda. | 86.630.200-6 | El Trovador 4285 Las Condes | Chile | Ch$ | - | 60.6381 | 60.6381 | |||||||||||||
| SQM Potasio S.A. | 96.651.060-9 | El Trovador 4285 Las Condes | Chile | US$ | 99.9999 | - | 99.9999 | |||||||||||||
| Serv. Integrales de Tránsito y Transf. S.A. | 79.770.780-5 | Arturo Prat 1060, Tocopilla | Chile | US$ | 0.0003 | 99.9997 | 100.0000 | |||||||||||||
| Isapre Norte Grande Ltda. | 79.906.120-1 | Anibal Pinto 3228, Antofagasta | Chile | Ch$ | 1.0000 | 99.0000 | 100.0000 | |||||||||||||
| Ajay SQM Chile S.A. | 96.592.180-K | Av. Pdte. Eduardo Frei 4900, Santiago | Chile | US$ | 51.0000 | - | 51.0000 | |||||||||||||
| Almacenes y Depósitos Ltda. | 79.876.080-7 | El Trovador 4285 Las Condes | Chile | Ch$ | 1.0000 | 99.0000 | 100.0000 | |||||||||||||
| SQM Salar S.A. | 79.626.800-K | El Trovador 4285 Las Condes | Chile | US$ | 18.1800 | 81.8200 | 100.0000 | |||||||||||||
| SQM Industrial S.A. | 79.947.100-0 | El Trovador 4285 Las Condes | Chile | US$ | 99.0470 | 0.9530 | 100.0000 | |||||||||||||
| Exploraciones Mineras S.A. | 76.425.380-9 | Los Militares 4290 Las Condes | Chile | US$ | 0.2691 | 99.7309 | 100.0000 | |||||||||||||
| Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | 76.534.490-5 | Anibal Pinto 3228, Antofagasta | Chile | Ch$ | - | 100.0000 | 100.0000 | |||||||||||||
| Soquimich Comercial S.A. | 79.768.170-9 | El Trovador 4285 Las Condes | Chile | US$ | - | 60.6383 | 60.6383 | |||||||||||||
| Comercial Agrorama Ltda. | 76.064.419-6 | El Trovador 4285 Las Condes | Chile | Ch$ | - | 42.4468 | 42.4468 | |||||||||||||
| Comercial Hydro S.A. | 96.801.610-5 | El Trovador 4285 Las Condes | Chile | Ch$ | - | 60.6383 | 60.6383 | |||||||||||||
| Agrorama S.A. | 76.145.229-0 | El Trovador 4285 Las Condes | Chile | Ch$ | - | 60.6377 | 60.6377 | |||||||||||||
| Orcoma Estudios SPA | 76.359.919-1 | Apoquindo 3721 Of.131 Las Condes | Chile | US$ | 51.0000 | - | 51.0000 | |||||||||||||
| Orcoma SPA | 76.360.575-2 | Apoquindo 3721 Of.131 Las Condes | Chile | US$ | 100.0000 | - | 100.0000 | |||||||||||||
| SQM North America Corp. | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States | US$ | 40.0000 | 60.0000 | 100.0000 | |||||||||||||
| RS Agro Chemical Trading Corporation A.V.V. | Foreign | Caya Ernesto O. Petronia 17, Orangestad | Aruba | US$ | 98.3333 | 1.6667 | 100.0000 | |||||||||||||
| Nitratos Naturais do Chile Ltda. | Foreign | Al. Tocantis 75, 6° Andar, Conunto 608 Edif. West Gate, Alphaville Barureri, CEP 06455-020, Sao Paulo | Brazil | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| Nitrate Corporation of Chile Ltd. | Foreign | 1 More London Place London SE1 2AF | United Kingdom | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Corporation N.V. | Foreign | Pietermaai 123, P.O. Box 897, Willemstad, Curacao | Dutch Antilles | US$ | 0.0002 | 99.9998 | 100.0000 | |||||||||||||
| SQM Peru S.A. | Foreign | Avenida Camino Real N° 348 of. 702, San Isidro, Lima | Peru | US$ | 0.9800 | 99.0200 | 100.0000 | |||||||||||||
| SQM Ecuador S.A. | Foreign | Av. José Orrantia y Av. Juan Tanca Marengo Edificio Executive Center Piso 2 Oficina 211 | Ecuador | US$ | 0.0040 | 99.9960 | 100.0000 | |||||||||||||
| SQM Brasil Ltda. | Foreign | Al. Tocantis 75, 6° Andar, Conunto 608 Edif. West Gate, Alphaville Barureri, CEP 06455-020, Sao Paulo | Brazil | US$ | 1.0900 | 98.9100 | 100.0000 | |||||||||||||
| F-53 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.4 | General information on consolidated subsidiaries, continued |
| Ownership interest | ||||||||||||||||||||
| Subsidiary | Tax ID | Address | Country of incorporation | Functional currency | Direct | Indirect | Total | |||||||||||||
| SQI Corporation N.V. | Foreign | Pietermaai 123, P.O. Box 897, Willemstad, Curacao | Dutch Antilles | US$ | 0.0159 | 99.9841 | 100.0000 | |||||||||||||
| SQMC Holding Corporation L.L.P. | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta | United States | US$ | 0.1000 | 99.9000 | 100.0000 | |||||||||||||
| SQM Japan Co. Ltd. | Foreign | From 1st Bldg 207, 5-3-10 Minami- Aoyama, Minato-ku, Tokyo | Japan | US$ | 1.0000 | 99.0000 | 100.0000 | |||||||||||||
| SQM Europe N.V. | Foreign | Houtdok-Noordkaai 25a B-2030 Antwerp, Belgium | Belgium | US$ | 0.5800 | 99.4200 | 100.0000 | |||||||||||||
| SQM Italia SRL | Foreign | Via A. Meucci, 5 500 15 Grassina Firenze | Italy | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Indonesia S.A. | Foreign | Perumahan Bumi Dirgantara Permai, Jl Suryadarma Blok Aw No 15 Rt 01/09 17436 Jatisari Pondok Gede | Indonesia | US$ | - | 80.0000 | 80.0000 | |||||||||||||
| North American Trading Company | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Virginia LLC | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Comercial de México S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol. CP 45050, Zapopan, Jalisco México | Mexico | US$ | 0.0100 | 99.9900 | 100.0000 | |||||||||||||
| SQM Investment Corporation N.V. | Foreign | Pietermaai 123, P.O. Box 897, Willemstad, Curacao | Dutch Antilles | US$ | 1.0000 | 99.0000 | 100.0000 | |||||||||||||
| Royal Seed Trading Corporation A.V.V. | Foreign | Caya Ernesto O. Petronia 17, Orangestad | Aruba | US$ | 1.6700 | 98.3300 | 100.0000 | |||||||||||||
| SQM Lithium Specialties LLP | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| Soquimich SRL Argentina | Foreign | Espejo 65 Oficina 6 – 5500 Mendoza | Argentina | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| Comercial Caimán Internacional S.A. | Foreign | Edificio Plaza Bancomer Calle 50 | Panama | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM France S.A. | Foreign | ZAC des Pommiers 27930 FAUVILLE | France | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| Administración y Servicios Santiago S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol. CP 45050, Zapopan, Jalisco México | Mexico | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Nitratos México S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol. CP 45050, Zapopan, Jalisco México | Mexico | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| F-54 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.4 | General information on consolidated subsidiaries, continued |
| Ownership interest | ||||||||||||||||||||
| Subsidiary | Tax ID | Address | Country of incorporation | Functional currency | Direct | Indirect | Total | |||||||||||||
| Soquimich European Holding B.V. | Foreign | Loacalellikade 1 Parnassustoren 1076 AZ Amsterdam | Netherlands | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Iberian S.A | Foreign | Provenza 251 Principal 1a CP 08008, Barcelona | Spain | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Africa Pty Ltd. | Foreign | Tramore House, 3 Wterford Office Park, Waterford Drive, 2191 Fourways, Johannesburg | South Africa | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Oceania Pty Ltd. | Foreign | Level 9, 50 Park Street, Sydney NSW 2000, Sydney | Australia | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Agro India Pvt. Ltd. | Foreign | C 30 Chiragh Enclave New Delhi, 110048 | India | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Beijing Commercial Co. Ltd. | Foreign | Room 1001C, CBD International Mansion N 16 Yong An Dong Li, Jian Wai Ave Beijing 100022, P.R. | China | US$ | - | 100.0000 | 100.0000 | |||||||||||||
| SQM Thailand Limited | Foreign | Unit 2962, Level 29, N° 388, Exchange Tower Sukhumvit Road, Klongtoey Bangkok | Thailand | US$ | - | 99.996 | 99.996 | |||||||||||||
| F-55 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.5 | Information attributable to non-controlling interests |
| Subsidiary | % of interests in the ownership held by non- controlling interests. | Profit (loss) attributable to non-controlling interests | Equity, non-controlling interests | Dividends paid to non- controlling interests | ||||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||
| Proinsa Ltda. | 0.1 | % | - | - | - | - | - | - | ||||||||||||||||||||
| SQM Potasio S.A. | 0.0000001 | % | - | - | - | - | - | - | ||||||||||||||||||||
| Ajay SQM Chile S.A. | 49 | % | 1,551 | 2,595 | 8,107 | 8,502 | 1,946 | 2,899 | ||||||||||||||||||||
| SQM Indonesia S.A. | 20 | % | - | - | 1 | 1 | - | - | ||||||||||||||||||||
| Soquimich Comercial S.A. | 39.3616784 | % | 2,605 | 4,763 | 49,897 | 48,757 | 1,303 | 2,381 | ||||||||||||||||||||
| Comercial Agrorama Ltda. | 30 | % | 3 | 30 | 292 | 337 | - | - | ||||||||||||||||||||
| Agrorama S.A. | 0.001 | % | - | - | - | - | - | - | ||||||||||||||||||||
| Orcoma Estudios SPA | 49 | % | 5 | 1 | 2,274 | 2,270 | - | - | ||||||||||||||||||||
| SQM (Thailand) Limited. | 0.004 | % | - | - | - | - | - | - | ||||||||||||||||||||
| Total | 4,164 | 7,389 | 60,571 | 59,867 | 3,249 | 5,280 | ||||||||||||||||||||||
| F-56 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.6 | Information on consolidated subsidiaries |
| 12/31/2015 | ||||||||||||||||||||||||||||
| Assets | Liabilities | Comprehensive | ||||||||||||||||||||||||||
| Subsidiary | Current | Non-current | Current | Non-current | Revenue | Profit (loss) | income (loss) | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| SQM Nitratos S.A. | 521,948 | 69,159 | 531,903 | 7,913 | 146,731 | (715 | ) | (739 | ) | |||||||||||||||||||
| Proinsa Ltda. | 149 | - | - | - | - | - | - | |||||||||||||||||||||
| SQMC Internacional Ltda. | 195 | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| SQM Potasio S.A. | 90,230 | 843,842 | 7,748 | 23,438 | 10,785 | 184,315 | 184,533 | |||||||||||||||||||||
| Serv. Integrales de Tránsito y Transf. S.A. | 46,646 | 63,973 | 81,703 | 6,642 | 44,045 | (12,450 | ) | (12,316 | ) | |||||||||||||||||||
| Isapre Norte Grande Ltda. | 791 | 540 | 664 | 143 | 3,883 | - | 6 | |||||||||||||||||||||
| Ajay SQM Chile S.A. | 17,044 | 942 | 879 | 563 | 38,414 | 3,165 | 3,165 | |||||||||||||||||||||
| Almacenes y Depósitos Ltda. | 264 | 41 | - | - | - | (12 | ) | (77 | ) | |||||||||||||||||||
| SQM Salar S.A. | 639,804 | 871,339 | 474,225 | 201,581 | 762,058 | 193,367 | 193,300 | |||||||||||||||||||||
| SQM Industrial S.A. | 1,030,937 | 702,192 | 741,820 | 83,751 | 685,634 | 19,144 | 11,224 | |||||||||||||||||||||
| Exploraciones Mineras S.A. | 482 | 31,443 | 5,560 | - | - | (666 | ) | (666 | ) | |||||||||||||||||||
| Sociedad Prestadora de Servicios de Salud Cruz del Norte S,A. | 296 | 550 | 423 | 364 | 2,299 | (130 | ) | 12 | ||||||||||||||||||||
| Soquimich Comercial S.A. | 138,413 | 22,447 | 33,058 | 1,037 | 162,582 | 6,618 | 6,301 | |||||||||||||||||||||
| Comercial Agrorama Ltda. | 10,231 | 1,554 | 10,796 | 16 | 13,806 | 11 | 12 | |||||||||||||||||||||
| Comercial Hydro S.A. | 9,014 | 87 | 122 | - | 50 | 460 | 460 | |||||||||||||||||||||
| Agrorama S.A. | 12,848 | 595 | 13,759 | 16 | 15,131 | (380 | ) | (380 | ) | |||||||||||||||||||
| Orcoma SpA | - | 2,356 | 9 | - | - | (8 | ) | (8 | ) | |||||||||||||||||||
| Orcoma Estudio SpA | 2,059 | 2,931 | 347 | - | - | 9 | 9 | |||||||||||||||||||||
| SQM North America Corp. | 200,156 | 16,348 | 201,343 | - | 255,455 | (12,774 | ) | (12,774 | ) | |||||||||||||||||||
| RS Agro Chemical Trading Corporation A.V.V. | 5,194 | - | - | - | - | (7 | ) | (7 | ) | |||||||||||||||||||
| Nitratos Naturais do Chile Ltda. | 2 | 229 | 3,255 | - | - | 618 | 618 | |||||||||||||||||||||
| Nitrate Corporation of Chile Ltd. | 5,076 | - | - | - | - | - | - | |||||||||||||||||||||
| SQM Corporation N.V. | 668 | 115,720 | 3,539 | - | - | 4,882 | 303 | |||||||||||||||||||||
| SQM Peru S.A. | 421 | 1 | 1,176 | - | 22 | (104 | ) | (104 | ) | |||||||||||||||||||
| SQM Ecuador S.A. | 19,660 | 147 | 18,883 | 35 | 16,778 | 447 | 447 | |||||||||||||||||||||
| SQM Brasil Ltda. | 121 | 1 | 585 | 2,142 | 375 | (2,694 | ) | (2,694 | ) | |||||||||||||||||||
| SQI Corporation N.V. | - | 23 | 38 | - | - | 53 | 52 | |||||||||||||||||||||
| SQMC Holding Corporation L.L.P. | 21,296 | 13,873 | 1,000 | - | - | 2,044 | 2,044 | |||||||||||||||||||||
| SQM Japan Co. Ltd. | 2,327 | 211 | 239 | 495 | 2,861 | 159 | 159 | |||||||||||||||||||||
| F-57 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.6 | Information on consolidated subsidiaries, continued |
| 12/31/2015 | ||||||||||||||||||||||||||||
| Assets | Liabilities | Comprehensive | ||||||||||||||||||||||||||
| Subsidiary | Current | Non-current | Current | Non-current | Revenue | Profit (loss) | income (loss) | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| SQM Europe N.V. | 315,642 | 2,111 | 273,123 | - | 530,912 | (5,536 | ) | (5,536 | ) | |||||||||||||||||||
| SQM Italia SRL | 1,124 | - | 14 | - | - | - | - | |||||||||||||||||||||
| SQM Indonesia S.A. | 3 | - | 1 | - | - | - | - | |||||||||||||||||||||
| North American Trading Company | 158 | 145 | 39 | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| SQM Virginia LLC | 14,814 | 14,360 | 14,814 | - | - | (7 | ) | (7 | ) | |||||||||||||||||||
| SQM Comercial de México S.A. de C.V. | 87,686 | 1,710 | 61,589 | - | 183,374 | (3,399 | ) | (3,399 | ) | |||||||||||||||||||
| SQM Investment Corporation N.V. | 81,328 | 130 | 29,054 | 861 | - | 17,865 | 17,865 | |||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | 72,828 | - | 93,235 | - | - | (3,490 | ) | (3,089 | ) | |||||||||||||||||||
| SQM Lithium Specialties LLP | 15,766 | 3 | 1,264 | - | - | (7 | ) | (7 | ) | |||||||||||||||||||
| Soquimich SRL Argentina | 243 | - | 199 | - | - | (135 | ) | (135 | ) | |||||||||||||||||||
| Comercial Caimán Internacional S.A. | 261 | - | 1,122 | - | - | (5 | ) | (5 | ) | |||||||||||||||||||
| SQM France S.A. | 345 | 6 | 114 | - | - | - | - | |||||||||||||||||||||
| Administración y Servicios Santiago S.A. de C.V. | 167 | - | 635 | 227 | 3,094 | (90 | ) | (90 | ) | |||||||||||||||||||
| SQM Nitratos México S.A. de C.V. | 40 | 4 | 25 | 6 | 291 | 4 | 4 | |||||||||||||||||||||
| Soquimich European Holding B.V. | 71,166 | 112,488 | 79,906 | - | - | 3,245 | (1,881 | ) | ||||||||||||||||||||
| SQM Iberian S.A. | 55,444 | 65 | 50,169 | - | 137,869 | 11 | 11 | |||||||||||||||||||||
| SQM Africa Pty Ltd. | 94,508 | 1,372 | 81,552 | - | 88,247 | 4,945 | 4,945 | |||||||||||||||||||||
| SQM Oceania Pty Ltd. | 2,357 | - | 440 | - | 2,378 | (192 | ) | (192 | ) | |||||||||||||||||||
| SQM Agro India Pvt, Ltd. | 3 | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| SQM Beijing Commercial Co. Ltd. | 2,827 | 43 | 608 | - | 5,373 | (58 | ) | (58 | ) | |||||||||||||||||||
| SQM Thailand Limited | 9,765 | 27 | 6,991 | - | 11,539 | 125 | 125 | |||||||||||||||||||||
| Total | 3,602,747 | 2,893,008 | 2,827,968 | 329,230 | 3,123,986 | 398,625 | 381,428 | |||||||||||||||||||||
| F-58 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.6 | Information on consolidated subsidiaries, continued |
| 12/31/2014 | ||||||||||||||||||||||||||||
| Assets | Liabilities | Comprehensive | ||||||||||||||||||||||||||
| Subsidiary | Current | Non-current | Current | Non-current | Revenue | Profit (loss) | income (loss) | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| SQM Nitratos S.A. | 638,071 | 109,356 | 679,642 | 21,285 | 123,390 | (529 | ) | (529 | ) | |||||||||||||||||||
| Proinsa Ltda. | 174 | 1 | - | - | - | 1 | 1 | |||||||||||||||||||||
| SQMC Internacional Ltda. | 229 | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| SQM Potasio S.A. | 167,134 | 934,783 | 3,703 | 20,847 | 2,379 | 166,673 | 167,019 | |||||||||||||||||||||
| Serv. Integrales de Tránsito y Transf. S.A. | 430,047 | 82,657 | 459,844 | 11,093 | 48,747 | 7,008 | 7,008 | |||||||||||||||||||||
| Isapre Norte Grande Ltda. | 698 | 767 | 702 | 198 | 4,577 | 41 | - | |||||||||||||||||||||
| Ajay SQM Chile S.A. | 18,198 | 1,126 | 1,135 | 839 | 57,305 | 5,296 | 5,296 | |||||||||||||||||||||
| Almacenes y Depósitos Ltda. | 311 | 46 | 1 | - | - | (20 | ) | (30 | ) | |||||||||||||||||||
| SQM Salar S.A. | 563,756 | 938,389 | 353,808 | 181,732 | 771,133 | 171,406 | 171,253 | |||||||||||||||||||||
| SQM Industrial S.A. | 1,183,420 | 803,100 | 987,048 | 92,923 | 719,384 | 73,289 | 69,116 | |||||||||||||||||||||
| Exploraciones Mineras S.A. | 478 | 31,713 | 5,160 | - | - | (219 | ) | (219 | ) | |||||||||||||||||||
| Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | 507 | 506 | 430 | 537 | 2,547 | (63 | ) | (65 | ) | |||||||||||||||||||
| Soquimich Comercial S.A. | 132,805 | 22,271 | 30,261 | 943 | 199,367 | 12,100 | 11,902 | |||||||||||||||||||||
| Comercial Agrorama Ltda. | 12,048 | 1,815 | 12,632 | 106 | 14,724 | 102 | 103 | |||||||||||||||||||||
| Comercial Hydro S.A. | 8,663 | 105 | 148 | 101 | 61 | 281 | 281 | |||||||||||||||||||||
| Agrorama S.A. | 13,577 | 487 | 13,990 | 18 | 13,404 | (103 | ) | (103 | ) | |||||||||||||||||||
| Orcoma SpA | 3 | 2,356 | 4 | - | - | (3 | ) | (3 | ) | |||||||||||||||||||
| Orcoma Estudio SpA | 4,630 | 1,375 | 1,372 | - | - | 2 | 2 | |||||||||||||||||||||
| SQM North America Corp. | 177,628 | 16,494 | 161,988 | 1,781 | 322,671 | (1,622 | ) | (2,294 | ) | |||||||||||||||||||
| RS Agro Chemical Trading Corporation A.V.V. | 5,201 | - | - | - | - | (3 | ) | (3 | ) | |||||||||||||||||||
| Nitratos Naturais do Chile Ltda. | 4 | 233 | 4,452 | - | - | 223 | 223 | |||||||||||||||||||||
| Nitrate Corporation of Chile Ltd. | 5,076 | - | - | - | - | - | - | |||||||||||||||||||||
| SQM Corporation N.V. | 669 | 116,031 | 3,722 | - | - | 25,082 | 21,908 | |||||||||||||||||||||
| SQM Peru S.A. | 520 | 1 | 1,172 | - | - | (40 | ) | (40 | ) | |||||||||||||||||||
| SQM Ecuador S.A. | 11,101 | 69 | 10,720 | 56 | 16,737 | 194 | 194 | |||||||||||||||||||||
| SQM Brasil Ltda. | 724 | 1 | 636 | - | 453 | 220 | 220 | |||||||||||||||||||||
| SQI Corporation N.V. | - | 23 | 89 | - | - | 5 | 4 | |||||||||||||||||||||
| SQMC Holding Corporation L.L.P. | 17,552 | 15,481 | 1,024 | - | - | 3,944 | 3,944 | |||||||||||||||||||||
| SQM Japan Co. Ltd. | 2,472 | 243 | 621 | 449 | 3,493 | 163 | 163 | |||||||||||||||||||||
| F-59 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.6 | Information on consolidated subsidiaries, continued |
| 12/31/2014 | ||||||||||||||||||||||||||||
| Assets | Liabilities | Comprehensive | ||||||||||||||||||||||||||
| Subsidiary | Current | Non-current | Current | Non-current | Revenue | Profit (loss) | income (loss) | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| SQM Europe N.V. | 313,336 | 1,265 | 264,760 | - | 552,444 | 12,966 | 12,966 | |||||||||||||||||||||
| SQM Italia SRL | 1,247 | - | 16 | - | - | - | - | |||||||||||||||||||||
| SQM Indonesia S.A. | 4 | - | 1 | - | - | - | - | |||||||||||||||||||||
| North American Trading Company | 159 | 145 | 39 | - | - | - | - | |||||||||||||||||||||
| SQM Virginia LLC | 14,821 | 14,367 | 14,821 | - | - | (7 | ) | (7 | ) | |||||||||||||||||||
| SQM Comercial de México S.A. de C.V. | 81,196 | 1,302 | 53,428 | - | 178,243 | 916 | 916 | |||||||||||||||||||||
| SQM Investment Corporation N.V. | 73,432 | 265 | 39,164 | 856 | 20 | 8,552 | 8,552 | |||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | 165,908 | 162 | 103,387 | 80,000 | - | (4,941 | ) | (4,384 | ) | |||||||||||||||||||
| SQM Lithium Specialties LLP | 15,774 | 3 | 1,264 | - | - | (7 | ) | (7 | ) | |||||||||||||||||||
| Soquimich SRL Argentina | 396 | - | 217 | - | - | (17 | ) | (17 | ) | |||||||||||||||||||
| Comercial Caimán Internacional S.A. | 266 | - | 1,122 | - | - | (5 | ) | (5 | ) | |||||||||||||||||||
| SQM France S.A. | 345 | 6 | 114 | - | - | - | - | |||||||||||||||||||||
| Administración y Servicios Santiago S.A. de C.V. | 177 | - | 689 | 111 | 3,562 | 145 | 145 | |||||||||||||||||||||
| SQM Nitratos México S.A. de C.V. | 38 | 4 | 29 | 4 | 262 | 6 | 6 | |||||||||||||||||||||
| Soquimich European Holding B.V. | 77,712 | 117,371 | 89,566 | - | - | 26,368 | 23,180 | |||||||||||||||||||||
| SQM Iberian S.A. | 54,332 | 72 | 49,004 | - | 132,270 | 5,781 | 5,782 | |||||||||||||||||||||
| SQM Africa Pty Ltd. | 66,427 | 752 | 57,796 | - | 92,462 | 952 | 952 | |||||||||||||||||||||
| SQM Oceania Pty Ltd. | 3,257 | - | 1,149 | - | 3,550 | (1,016 | ) | (1,016 | ) | |||||||||||||||||||
| SQM Agro India Pvt. Ltd. | 4 | - | 1 | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| SQM Beijing Commercial Co. Ltd. | 5,491 | 31 | 3,217 | - | 7,764 | 143 | 143 | |||||||||||||||||||||
| SQM Thailand Limited | 15,424 | 35 | 12,679 | - | 11,042 | 228 | 228 | |||||||||||||||||||||
| Total | 4,285,442 | 3,215,209 | 3,426,767 | 413,879 | 3,281,991 | 513,490 | 502,783 | |||||||||||||||||||||
| F-60 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 6 | Background of companies included in consolidation (continued) |
| 6.7 | Detail of transactions between consolidated companies |
| a) | Transactions conducted in 2015 |
On August 5, 2015, the subsidiary SQM Brasil Ltda. made a capital contribution of ThUS$572 in its subsidiary Nitratos Naturais do Chile Ltda. As a result of such transaction, SQM Brasil Ltda. increased its interest from 0.001% to 70.82% in such company. SQM Industrial S.A. was not involved in such capital increase, decreasing its interest from 99.99% to 29.18%. This generated no effects on the consolidated profit or loss of SQM S.A.
| b) | Transactions conducted in 2014 |
On November 21, 2014, at the Extraordinary Shareholders’ Meeting, the shareholders of the subsidiary Orcoma Estudios SPA agreed to increase share capital from US$1,500, divided into 150,000 same-series fully paid and subscribed shares to US$4,631,507, divided into 196,229 same-series shares with no par value. SQM was not involved in such capital increase decreasing its interest in such company to 51%.
On December 18, 2014, at the General Shareholders’ Meeting of the subsidiary SQM Ecuador S.A., the shareholders agreed to absorb the Company’s accumulated deficit totaling US$ 455.
| F-61 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 7 | Cash and cash equivalents |
| 7.1 | Types of cash and cash equivalents |
As of December 31, 2015 and December 31, 2014, cash and cash equivalents are detailed as follows:
| a) Cash | 12/31/2015 | 12/31/20141 | ||||||
| ThUS$ | ThUS$ | |||||||
| Cash on hand | 87 | 88 | ||||||
| Cash in banks | 31,977 | 29,404 | ||||||
| Other demand deposits | 9,042 | - | ||||||
| Total cash | 41,106 | 29,492 | ||||||
| b) Cash equivalents | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Short-term deposits, classified as cash equivalents | 84,662 | 29,492 | ||||||
| Short-term investments, classified as cash equivalents | 401,491 | 295,582 | ||||||
| Total cash equivalents | 486,153 | 325,074 | ||||||
| Total cash and cash equivalents | 527,259 | 354,566 | ||||||
| 7.2 | Short-term investments, classified as cash equivalents |
As of December 31, 2015 and December 31, 2014, short-term investments, classified as cash and cash equivalents relate to mutual funds (investment liquidity funds) for investments in:
| Institution | 12/31/2015 MUS$ | 12/31/2014 MUS$ | ||||||
| Legg Mason - Western Asset Institutional Cash Reserves | 204,082 | 100,988 | ||||||
| BlackRock - Institutional US Dollar Liquidity Fund | - | 97,351 | ||||||
| JP Morgan US dollar Liquidity Fund Institutional | 197,409 | 97,243 | ||||||
| Total | 401,491 | 295,582 | ||||||
Short-term investments are highly liquid fund manager accounts that are basically invested in short-term fixed rate notes in the U.S. market.
| F-62 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 7 | Cash and cash equivalents (continued) |
| 7.3 | Information on cash and cash equivalents by currency |
As of December 31, 2015 and December 31, 2014, information on cash and cash equivalents by currency is detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| Original currency | MUS$ | MUS$ | ||||||
| Chilean Peso (*) | 2,656 | 6,355 | ||||||
| US Dollar | 512,809 | 328,392 | ||||||
| Euro | 4,245 | 10,449 | ||||||
| Mexican Peso | 1,439 | 736 | ||||||
| South African Rand | 4,123 | 4,046 | ||||||
| Japanese Yen | 1,690 | 1,701 | ||||||
| Peruvian Sol | 1 | 1 | ||||||
| Brazilian Real | 8 | 29 | ||||||
| Chinese Yuan | 272 | 769 | ||||||
| Indonesian Rupiah | - | 4 | ||||||
| Indian Rupee | 14 | 12 | ||||||
| Thai Baht | 1 | 2,055 | ||||||
| Argentine Peso | 1 | 12 | ||||||
| Pound Sterling | - | 5 | ||||||
| Total | 527,259 | 354,566 | ||||||
(*) The Company maintains financial derivative policies which allow dollarizing these term deposits in Chilean pesos.
| 7.4 | Amount of significant restricted (unavailable) cash balances |
Cash on hand and in current bank accounts are available resources, and their carrying value is equal to their fair value.
As of December 31, 2015 and December 31, 2014, restricted cash balances are presented in Note 10.9.
| F-63 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 7 | Cash and cash equivalents (continued) |
| 7.5 | Short-term deposits, classified as cash equivalents |
The detail at the end of each period is as follows:
| 2015 Receiver of the deposit | Type of deposit | Original Currency | Interest rate | Placement date | Expiration date | Principal | Interest accrued to-date | 12/31/2015 | ||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Banco Crédito e Inversiones | Fixed term | US$ | 0.50 | 12/23/2015 | 1/27/2016 | 50,000 | 6 | 50,006 | ||||||||||||||||
| Corpbanca | Fixed term | US$ | 0.65 | 12/22/2015 | 1/21/2016 | 25,000 | 4 | 25,004 | ||||||||||||||||
| Banco Crédito e Inversiones | Fixed term | Ch$ | 0.32 | 12/30/2015 | 1/14/2016 | 1,338 | - | 1,338 | ||||||||||||||||
| Banco Santander Santiago | Fixed term | Ch$ | 0.31 | 12/30/2015 | 1/14/2016 | 704 | - | 704 | ||||||||||||||||
| Banco Crédito e Inversiones | Fixed term | US$ | 0.30 | 12/11/2015 | 1/11/2016 | 1,000 | 1,000 | |||||||||||||||||
| Citibank New York | Overnight | US$ | 0.01 | 12/31/2015 | 1/2/2016 | 225 | - | 225 | ||||||||||||||||
| Citibank New York | Overnight | US$ | 0.01 | 12/31/2015 | 1/2/2016 | 614 | - | 614 | ||||||||||||||||
| BBVA Banco Francés | Fixed term | US$ | 19.00 | 12/2/2015 | 1/4/2016 | 236 | - | 236 | ||||||||||||||||
| ABN Amro Bank | On demand | Euro | - | 12/31/2015 | 1/2/2016 | 1,240 | - | 1,240 | ||||||||||||||||
| Nedbank | On demand | US$ | - | 12/31/2015 | 1/2/2016 | 4,295 | - | 4,295 | ||||||||||||||||
| Total | 84,652 | 10 | 84,662 | |||||||||||||||||||||
| 2014 Receiver of the deposit | Type of deposit | Original Currency | Interest rate | Placement date | Expiration date | Principal | Interest accrued to-date | 12/31/2014 | ||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Banco Estado | Fixed term | Ch$ | 0.24 | 12/30/2014 | 1/08/2015 | 4,121 | - | 4,121 | ||||||||||||||||
| Banco Crédito e Inversiones | Fixed term | Ch$ | 0.23 | 12/30/2014 | 1/08/2015 | 824 | - | 824 | ||||||||||||||||
| Banco BBVA Chile | Fixed term | US$ | 0.45 | 10/29/2014 | 1/06/2015 | 20,000 | 16 | 20,016 | ||||||||||||||||
| BBVA Banco Francés | Fixed term | US$ | 18.50 | 12/29/2014 | 1/28/2015 | 362 | - | 362 | ||||||||||||||||
| ABN Amro Bank | Fixed term | Euro | - | 12/31/2014 | 1/31/2015 | 4,169 | - | 4,169 | ||||||||||||||||
| Total | 29,476 | 16 | 29,492 | |||||||||||||||||||||
| F-64 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 8 | Inventories |
The composition of inventory at each period-end is as follows:
| Type of inventory | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Raw material reserves | 4,844 | 9,540 | 8,552 | |||||||||
| Supplies for production reserves | 29,353 | 30,398 | 42,366 | |||||||||
| Products-in-progress reserves | 478,627 | 453,816 | 400,824 | |||||||||
| Finished product reserves | 491,022 | 425,849 | 503,788 | |||||||||
| Total | 1,003,846 | 919,603 | 955,530 | |||||||||
Inventory reserves recognized as of December 31, 2015 amount to ThUS$80,369, ThUS$82,966 as of December 31, 2014 and ThUS$97,248 as of December 31, 2013. Inventory reserves have been made based on a technical study that covers the different variables affecting products in stock (density and humidity, among others). Additionally, reserves are recognized if goods are sold cheaper than the related cost, and for differences that arise from inventory counts.
The sum registered as cost of sale related to inventory in the statement of income amounts to ThUS$1,070,387 as of December 31, 2015, ThUS$1,259,983 as of December 31, 2014 and ThUS1,314,276 as of December 31, 2013.
The breakdown of inventory reserves is detailed as follows:
| Type of inventory | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Raw material reserves | 93 | 93 | 93 | |||||||||
| Supplies for production reserves | 920 | 500 | 500 | |||||||||
| Products-in-progress reserves | 53,187 | 55,994 | 65,768 | |||||||||
| Finished product reserves | 26,169 | 26,379 | 30,887 | |||||||||
| Total | 80,369 | 82,966 | 97,248 | |||||||||
The Company has not delivered inventory as collateral for the periods indicated above.
| F-65 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures |
| 9.1 | Related party disclosures |
Balances pending at period-end are not guaranteed, accrue no interest and are settled in cash. No guarantees have been delivered or received for trade and other receivables due from related parties or trade and other payables due to related parties. For the period ended December 31, 2015, the Company has not recorded any impairment in accounts receivable related to amounts owed by related parties. This evaluation is conducted every year through an examination of the financial position of the related party in the market in which it operates.
| 9.2 | Relationships between the parent and the entity |
According to the Company’s by-laws, no shareholder can own more than 32% of the Company’s voting right shares.
Sociedad de Inversiones Pampa Calichera S.A., Potasios de Chile S.A., and Inversiones Global Mining (Chile) Ltda., collectively the Pampa Group, are the owners of a number of shares that are equivalent to 29.97% as of December 31, 2015 of the current total amount of shares issued, subscribed and fully-paid of the Company. In addition, Kowa Company Ltd., Inversiones La Esperanza (Chile) Limitada, Kochi S.A. and La Esperanza Delaware Corporation, collectively the Kowa Group, are the owners of a number of shares equivalent to 2.12% of the total amount of shares of SQM S.A. issued, subscribed and fully-paid.
The Pampa Group and the Kowa Group have informed SQM S.A., the Chilean SVS and the relevant stock exchanges in Chile and abroad that they are not and have never been related parties between them. In addition, this is regardless of the fact that both Groups on December 21, 2006 have entered into a Joint Action Agreement (JAA) related to those shares. Consequently, the Pampa Group, by itself, does not concentrate more than 32% of the voting right capital of SQM S.A., and the Kowa Group does not concentrate by itself more than 32% of the voting right capital of SQM S.A.
Likewise, the Joint Action Agreement has not transformed the Pampa and Kowa Groups into related parties between them. The Joint Action Agreement has only transformed the current controller of SQM S.A., composed of the Pampa Group and the Kowa Group, into related parties of SQM S.A.
Detail of effective concentration
| Tax ID No. | Name | Ownership interest % | ||||
| 96.511.530-7 | Sociedad de Inversiones Pampa Calichera S.A. | 19.72 | ||||
| 76.165.311-5 | Potasios de Chile S.A. | 6.91 | ||||
| 96.863.960-9 | Inversiones Global Mining (Chile) Ltda. | 3.34 | ||||
| Total Pampa Group | 29.97 | |||||
| 79.798.650-k | Inversiones la Esperanza (Chile) Ltda. | 1.43 | ||||
| 59.046.730-8 | Kowa Co Ltd. | 0.30 | ||||
| 96.518.570-4 | Kochi S.A. | 0.30 | ||||
| 59.023.690-k | La Esperanza Delaware Corporation | 0.09 | ||||
| Total Kowa Group | 2.12 | |||||
| F-66 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.3 | Detailed identification of the link between the Parent and subsidiary |
As of December 31, 2015 and December 31, 2014, the detail of entities that are related parties of the SQM S.A. Group is as follows:
| Tax ID No. | Name | Country of origin | Functional currency | Nature | ||||
| Foreign | Nitratos Naturais Do Chile Ltda. | Brazil | US$ | Subsidiary | ||||
| Foreign | Nitrate Corporation Of Chile Ltd. | United Kingdom | US$ | Subsidiary | ||||
| Foreign | SQM North America Corp. | United States | US$ | Subsidiary | ||||
| Foreign | SQM Europe N.V. | Belgium | US$ | Subsidiary | ||||
| Foreign | Soquimich S.R.L. Argentina | Argentina | US$ | Subsidiary | ||||
| Foreign | Soquimich European Holding B.V. | The Netherlands | US$ | Subsidiary | ||||
| Foreign | SQM Corporation N.V. | Dutch Antilles | US$ | Subsidiary | ||||
| Foreign | SQI Corporation N.V. | Dutch Antilles | US$ | Subsidiary | ||||
| Foreign | SQM Comercial De México S.A. de C.V. | Mexico | US$ | Subsidiary | ||||
| Foreign | North American Trading Company | United States | US$ | Subsidiary | ||||
| Foreign | Administración y Servicios Santiago S.A. de C.V. | Mexico | US$ | Subsidiary | ||||
| Foreign | SQM Peru S.A. | Peru | US$ | Subsidiary | ||||
| Foreign | SQM Ecuador S.A. | Ecuador | US$ | Subsidiary | ||||
| Foreign | SQM Nitratos Mexico S.A. de C.V. | Mexico | US$ | Subsidiary | ||||
| Foreign | SQMC Holding Corporation L.L.P. | United States | US$ | Subsidiary | ||||
| Foreign | SQM Investment Corporation N.V. | Dutch Antilles | US$ | Subsidiary | ||||
| Foreign | SQM Brasil Limitada | Brazil | US$ | Subsidiary | ||||
| Foreign | SQM France S.A. | France | US$ | Subsidiary | ||||
| Foreign | SQM Japan Co. Ltd. | Japan | US$ | Subsidiary | ||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | US$ | Subsidiary | ||||
| Foreign | SQM Oceania Pty Limited | Australia | US$ | Subsidiary | ||||
| Foreign | Rs Agro-Chemical Trading Corporation A.V.V. | Aruba | US$ | Subsidiary | ||||
| Foreign | SQM Indonesia S.A. | Indonesia | US$ | Subsidiary | ||||
| Foreign | SQM Virginia L.L.C. | United States | US$ | Subsidiary | ||||
| Foreign | SQM Italia SRL | Italy | US$ | Subsidiary | ||||
| Foreign | Comercial Caiman Internacional S.A. | Panamá | US$ | Subsidiary | ||||
| Foreign | SQM Africa Pty. Ltd. | South Africa | US$ | Subsidiary | ||||
| Foreign | SQM Lithium Specialties LLC | United States | US$ | Subsidiary | ||||
| Foreign | SQM Iberian S.A. | Spain | US$ | Subsidiary | ||||
| Foreign | SQM Agro India Pvt. Ltd. | India | US$ | Subsidiary | ||||
| Foreign | SQM Beijing Commercial Co. Ltd. | China | US$ | Subsidiary | ||||
| Foreign | SQM Thailand Limited | Thailand | US$ | Subsidiary |
| F-67 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.3 | Detailed identification of the link between the Parent and subsidiary, continued |
As of December 31, 2015 and December 31, 2014, the detail of entities that are a related parties of the SQM S.A: Group is as follows:
| Tax ID No. | Name | Country of origin | Functional currency | Nature | ||||
| 96.801.610-5 | Comercial Hydro S.A. | Chile | Chilean peso | Subsidiary | ||||
| 96.651.060-9 | SQM Potasio S.A. | Chile | US$ | Subsidiary | ||||
| 96.592.190-7 | SQM Nitratos S.A. | Chile | US$ | Subsidiary | ||||
| 96.592.180-K | Ajay SQM Chile S.A. | Chile | US$ | Subsidiary | ||||
| 86.630.200-6 | SQMC Internacional Ltda. | Chile | Chilean peso | Subsidiary | ||||
| 79.947.100-0 | SQM Industrial S.A. | Chile | US$ | Subsidiary | ||||
| 79.906.120-1 | Isapre Norte Grande Ltda. | Chile | Chilean peso | Subsidiary | ||||
| 79.876.080-7 | Almacenes y Depósitos Ltda. | Chile | Chilean peso | Subsidiary | ||||
| 79.770.780-5 | Servicios Integrales de Tránsitos y Transferencias S.A. | Chile | US$ | Subsidiary | ||||
| 79.768.170-9 | Soquimich Comercial S.A. | Chile | US$ | Subsidiary | ||||
| 79.626.800-K | SQM Salar S.A. | Chile | US$ | Subsidiary | ||||
| 78.053.910-0 | Proinsa Ltda. | Chile | Chilean peso | Subsidiary | ||||
| 76.534.490-5 | Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | Chile | Chilean peso | Subsidiary | ||||
| 76.425.380-9 | Exploraciones Mineras S.A. | Chile | US$ | Subsidiary | ||||
| 76.064.419-6 | Comercial Agrorama Ltda. | Chile | Chilean peso | Subsidiary | ||||
| 76.145.229-0 | Agrorama S.A. | Chile | Chilean peso | Subsidiary | ||||
| 76.359.919-1 | Orcoma Estudios SPA | Chile | US$ | Subsidiary | ||||
| 76.360.575-2 | Orcoma SPA | Chile | US$ | Subsidiary | ||||
| 77.557.430-5 | Sales de Magnesio Ltda. | Chile | Chilean peso | Associate | ||||
| Foreign | Abu Dhabi Fertilizer Industries WWL | United Arab Emirates | Arab Emirates dirham | Associate | ||||
| Foreign | Doktor Tarsa Tarim Sanayi AS | Turkey | Turkish lira | Associate | ||||
| Foreign | Ajay North America | United States | US$ | Associate | ||||
| Foreign | Ajay Europe SARL | France | Euro | Associate | ||||
| Foreign | SQM Eastmed Turkey | Turkey | Euro | Associate | ||||
| Foreign | Charlee SQM Thailand Co. Ltd. | Thailand | Thai baht | Associate | ||||
| Foreign | Sichuan SQM Migao Chemical Fertilizers Co Ltda. | China | US$ | Joint venture | ||||
| Foreign | Coromandel SQM | India | Indian rupee | Joint venture | ||||
| Foreign | SQM Vitas Fzco. | Arab Emirates | Arab Emirates dirham | Joint venture | ||||
| Foreign | SQM Star Qingdao Corp Nutrition Co., Ltd. | China | US$ | Joint venture | ||||
| Foreign | SQM Vitas Holland | Dutch Antilles | Euro | Joint venture | ||||
| Foreign | Kowa Company Ltd. | Japan | US$ | Joint control | ||||
| 96.511.530-7 | Sociedad de Inversiones Pampa Calichera | Chile | US$ | Joint control | ||||
| 96.529.340-k | Norte Grande S.A. | Chile | Chilean peso | Other related parties | ||||
| 79.049.778-9 | Callegari Agricola S.A. | Chile | Chilean peso | Other related parties | ||||
| Foreign | Coromandel Internacional | India | Indian rupee | Other related parties | ||||
| Foreign | Vitas Roullier SAS | France | Euro | Other related parties | ||||
| Foreign | SQM Vitas Brasil Agroindustria | Brazil | US$ | Joint control or significant influence | ||||
| Foreign | SQM Vitas Peru S.A.C. | Peru | US$ | Joint control or significant influence | ||||
| Foreign | SQM Vitas Southern Africa Pty.(1) | South Africa | US$ | Joint control or significant influence | ||||
| Foreign | SQM Vitas Spain | Spain | Euro | Joint control or significant influence | ||||
| Foreign | SQM Vitas Plantacote B.V | Dutch Antilles | Euro | Joint control or significant influence |
(1) During June 2015, SQM Vitas Fzco. sold the ownership it had in SQM Vitas Southern Africa Pty., generating a loss of ThUS$450.
| F-68 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.4 | Detail of related parties and related party transactions |
Transactions between the Parent and its subsidiaries are part of the Company's common transactions. Their conditions are those customary for this type of transactions in respect of terms and market prices. In addition, these have been eliminated in consolidation and are not detailed in this note.
Maturity terms for each case vary by virtue of the transaction giving rise to them.
As of December 31, 2015 and December 31, 2014, there are no allowances for doubtful accounts related to balances pending of transactions with related parties as there is no impairment in them.
As of December 31, 2015 2014 and 2013, the detail of significant transactions with related parties is as follows:
| Tax ID No. | Company | Nature | Country of origin | Transaction | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||
| Foreign | Doktor Tarsa Tarim Sanayi As | Associate | Turkey | Sale of products | 17,842 | 26,806 | 13,844 | |||||||||||||
| Foreign | Doktor Tarsa Tarim Sanayi As | Associate | Turkey | Other transactions | - | - | 740 | |||||||||||||
| Foreign | Ajay Europe S,A.R.L. | Associate | France | Sale of products | 23,545 | 28,566 | 35,884 | |||||||||||||
| Foreign | Ajay Europe S.A.R.L. | Associate | France | Dividends | 1,748 | 2,728 | 5,093 | |||||||||||||
| Foreign | Ajay North America LLC. | Associate | United States | Sale of products | 15,618 | 23,533 | 40,605 | |||||||||||||
| Foreign | Ajay North America LLC. | Associate | United States | Dividends | 5,185 | 7,139 | 10,437 | |||||||||||||
| Foreign | Ajay North America LLC. | Associate | United States | Sale of services | - | 90 | - | |||||||||||||
| Foreign | Abu Dhabi Fertilizer Industries WWL | Associate | United Arab Emirates | Sale of products | 7,902 | 8,535 | 7,908 | |||||||||||||
| Foreign | Charlee SQM Thailand Co. Ltd. | Associate | Thailand | Sale of products | 5,557 | 6,852 | 5,669 | |||||||||||||
| Foreign | Charlee SQM Thailand Co. Ltd. | Associate | Thailand | Dividends | 296 | - | - | |||||||||||||
| 77.557.430-5 | Sales de Magnesio Ltda. | Associate | Chile | Sale of products | 1,187 | 1,112 | 1,186 | |||||||||||||
| 77.557.430-5 | Sales de Magnesio Ltda. | Associate | Chile | Dividends | 286 | 1,245 | 892 | |||||||||||||
| 77.557.430-5 | Sales de Magnesio Ltda. | Associate | Chile | Sale of services | 34 | 35 | - | |||||||||||||
| 79.049.778-9 | Callegari Agrícola S.A. | Other related parties | Chile | Other Transactions | - | 47 | - | |||||||||||||
| Foreign | Kowa Company Ltd. | Other related parties | Japan | Sale of products | 62,543 | 76,714 | 77,176 | |||||||||||||
| Foreign | Kowa Company Ltd. | Other related parties | Japan | Services received | (933 | ) | (1,546 | ) | 702 | |||||||||||
| Foreign | SQM Vitas Brasil Agroindustria | Joint control or significant influence | Brazil | Sale of products | 32,019 | 51,841 | 52,901 | |||||||||||||
| Foreign | SQM Vitas Peru S.A.C. | Joint control or significant influence | Peru | Sale of products | 34,586 | 30,978 | 21,255 | |||||||||||||
| Foreign | SQM Vitas Southern Africa Pty. | Joint control or significant influence | South Africa | Sale of products | 2,187 | 13,975 | 17,908 | |||||||||||||
| Foreign | SQM Vitas Fzco. | Joint venture | United Arab Emirates | Sale of products | 1,060 | 1,681 | 289 | |||||||||||||
| Foreign | Sichuan SQM Migao Chemical Fertilizers Co Ltda. | Joint venture | China | Sale of products | 22,624 | 53,763 | 56,254 | |||||||||||||
| Foreign | Coromandel SQM India | Joint venture | India | Sale of products | 4,012 | 4,930 | 5,242 | |||||||||||||
| Foreign | SQM Vitas Spain | Joint venture | Spain | Sale of products | 8,587 | 7,700 | 1,624 | |||||||||||||
| Foreign | SQM Vitas Plantacote B.V. | Joint venture | Netherlands | Sale of products | 27 | 4 | - | |||||||||||||
| F-69 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.5 | Trade receivables due from related parties, current: |
| Tax ID N° | Company | Nature | Country of origin | Currency | 12/31/2015 | 12/31/2014 | ||||||||||
| ThUS$ | ThUS$ | |||||||||||||||
| 77.557.430-5 | Sales de Magnesio Ltda. | Associate | Chile | Ch$ | 377 | 340 | ||||||||||
| Foreign | Charlee SQM Thailand Co. Ltd. | Associate | Thailand | US$ | 2,338 | 2,559 | ||||||||||
| Foreign | Ajay Europe S.A.R.L. | Associate | France | Euro | 3,031 | 3,674 | ||||||||||
| Foreign | Ajay North America LLC. | Associate | United States | US$ | 2,538 | 2,793 | ||||||||||
| Foreign | Abu Dhabi Fertilizer Industries WWL | Associate | United Arab Emirates | Arab Emirates dirham | 772 | 3,596 | ||||||||||
| Foreign | Doktor Tarsa Tarim Sanayi AS | Associate | Turkey | YTL | 9,314 | - | ||||||||||
| Foreign | Kowa Company Ltd. | Jointly controlled entity | Japan | US$ | 23,465 | 19,445 | ||||||||||
| 96.511.530-7 | Soc.de Inversiones Pampa Calichera | Jointly controlled entity | Chile | US$ | 6 | 7 | ||||||||||
| Foreign | SQM Vitas Brasil Agroindustria | Joint venture | Brazil | US$ | 19,156 | 29,425 | ||||||||||
| Foreign | SQM Vitas Peru S.A.C. | Joint venture | Peru | US$ | 16,026 | 20,716 | ||||||||||
| Foreign | SQM Vitas Southern Africa PTY | Joint venture | South Africa | US$ | - | 3,772 | ||||||||||
| Foreign | Coromandel SQM India | Joint venture | India | Indian rupee | 750 | 2,534 | ||||||||||
| Foreign | Sichuan SQM Migao Chemical Fertilizers Co Ltda. | Joint venture | China | US$ | 21,464 | 43,900 | ||||||||||
| 79.049.778-9 | Callegari Agrícola S.A. | Other related parties | Chile | Ch$ | 52 | 87 | ||||||||||
| Foreign | SQM Vitas Fzco. | Joint venture | United Arab Emirates | Arab Emirates dirham | - | 523 | ||||||||||
| Foreign | SQM Vitas Spain | Joint venture | Spain | Euro | 566 | 1,099 | ||||||||||
| Foreign | SQM Star Qingdao Corp Nutrition Co., Ltd. | Joint venture | China | US$ | 52 | 36 | ||||||||||
| Total | 99,907 | 134,506 | ||||||||||||||
| 9.6 | Trade payables due to related parties, current: |
| Tax ID | Country of | 12/31/2015 | 12/31/2014 | |||||||||||||
| No. | Company. | Nature | origin | Currency | ThUS$ | ThUS$ | ||||||||||
| Foreign | Doktor Tarsa Tarim Sanayi AS | Associate | Turkey | Turkish lira | - | 71 | ||||||||||
| Foreign | SQM Vitas Fzco. | Joint venture | Arab Emirates | Arab Emirates dirham | 251 | - | ||||||||||
| Foreign | SQM Vitas Plantacote B.V. | Joint venture | Holland | Euro | 184 | 160 | ||||||||||
| Total as of to-date | 435 | 231 | ||||||||||||||
| F-70 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.7 | Board of Directors and Senior Management |
| 1) | Board of directors |
SQM S.A. is managed by a Board of Directors which is composed of 8 regular directors, 2 of which are independent directors, who are elected for a three-year period. The present Board of Directors was elected by the shareholders at the Ordinary Shareholders' Meeting of April 24, 2015.
| 1.1 | Shearman & Sterling and Ad-Hoc Committee |
At its Extraordinary Meeting of February 26, 2015, the Board of Directors formed an Ad-Hoc Committee, which is currently composed of the Directors Robert A. Kirkpatrick, Wolf von Appen B. and the Chairman Edward J. Waitzer. The Board of Directors delegated in the Committee the authority required to perform its duties and empowered it so that at its discretion engages all legal and accounting advisory required and other independent external advisory services as it deems appropriate and that upon performing its duties reports to the Board of Directors on its conclusions and possible recommendations for courses of action. The Committee engaged the legal Advisory of the law firms Shearman & Sterling and Vial / Serrano, and the forensic services provided by FTI.
As of December 31, 2015, the Company has the following Committees:
| - | Directors’ Committee: composed of Hernán Büchi B., Hans Dieter Linneberg A. and Edward J. Waitzer. Such Committee performs the duties contained in Article 50 bis of Law No. 18.046, the Chilean “Securities Act”. |
| - | Audit Committee: composed of Hernán Büchi B., Hans Dieter Linneberg A. and Edward J. Waitzer. |
| - | Health, Safety and Environmental Matters Committee: composed of Mrs. Joanne L. Boyes and Arnfinn F. Prugger and Wolf von Appen B. |
| - | Ad-Hoc Committee: composed of Robert A. Kirkpatrick, Wolf von Appen B. and Edward J. Waitzer. |
| - | Corporate Governance Committee: composed of Robert A. Kirkpatrick, Dieter Linneberg A. and Edward J. Waitzer. |
During the periods covered by these financial statements, there are no pending balances receivable and payable between the Company, its directors or members of Senior Management other than those related to remuneration, fee allowances and profit-sharing. In addition, there were no transactions conducted between the Company, its directors or members of Senior Management, except for that indicated in paragraph 10 below.
| F-71 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.7 | Board of Directors and Senior Management, continued |
| 2) | Directors’ Compensation |
Directors’ compensation is detailed as follows:
| a) | A payment of a monthly fixed gross amount of UF 300 in favor of the Chairman of the Company’s Board of Directors and UF 200 in favor of the seven remaining board members regardless of their attendance at Board meetings or the number of meetings attended during the respective month. |
| b) | A payment in domestic currency in favor of the Chairman of the Company’s Board of Directors consisting of a variable and gross amount equivalent to 0.135% of profit for the period effectively earned by the Company during fiscal year 2015. |
| c) | A payment in domestic currency in favor of each Company’s directors excluding the Chairman of the Board, consisting of a variable and gross amount equivalent to 0.06% of profit for the period effectively earned by the Company during fiscal years 2015. |
| d) | The fixed and variable amounts indicated above will not be subject to any charge between them, and those expressed as a percentage will be paid immediately after the shareholders at the respective Annual General Shareholders’ Meeting of the Company approve the statement of financial position (balance sheet), the financial statements, the annual report, the report by the account inspectors and the report of external auditors for the fiscal years ending December 31, 2015. |
| e) | Therefore, the remunerations and profit sharing paid to members of the Board of Directors and Audit Committee during 2015 amount to ThUS$2,769 (ThUS$3,424 as of December 31, 2014). |
| 3) | Audit Committee |
The remuneration of Directors Committee is composed of:
| a) | A payment of a monthly, fixed and gross amount of UF 75 in favor of each of the three Directors who are a part of the Company’s Audit Committee, regardless of the number of meetings conducted during the respective month. |
| b) | A payment in domestic currency and in favor of each of the three Directors of a variable and gross amount equivalent to 0.02% of the Company’s profit for the period effectively earned by the Company during fiscal year 2015 and 2014. |
| 4) | Health, Safety and Environmental Matters Committee, Ad-Hoc Committee and other Company’s Committees |
Remuneration of such committees is composed of the payment of a fixed, gross, monthly amount of UF 50 for each director comprising such committees, regardless of the number of meetings held or not held during the related month or year.
| 5) | No guarantees have been constituted in favor of the directors. |
| F-72 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 9 | Related party disclosures (continued) |
| 9.7 | Board of Directors and Senior Management, continued |
| 6) | Senior management compensation: |
| a) | As of December 31, 2015, the global compensation paid to the 103 main executives amounts to ThUS$19,355 and the global compensation paid to the 108 main executives as of December 31, 2014 amounted to ThUS$25,666. This includes monthly fixed salary and variable performance bonuses. |
| b) | The Company has a bonuses intermediate and biannual plan for compliance target and level of individual contribution to the Company’s profit or loss. These benefits are structured in a minimum and maximum of gross remunerations which are paid once a year or every two years. |
| 7) | Additionally, the Company has retention bonuses for the Company’s executives. The amount of these bonuses is linked to the price of the Company’s share and is payable in cash between 2012 and 2016 (see Note 16). |
| 8) | No guarantees have been constituted in favor of the Company’s management. |
| 9) | The Company’s Managers and Directors do not receive or have not received any benefit during the period ended December 31, 2015 and the year ended December 31, 2014 or compensation for the concept of pensions, life insurance, paid time off, profit sharing, incentives, or benefits due to disability other than those mentioned in the preceding points. |
| 10) | In accordance with IAS 24, we should report that the Company's Director Mr. Wolf Von Appen B. is also a member of the Ultramar Group. As of December 31, 2015, the amount of transactions with this Group is approximately ThUS$7,854 (ThUS$12,287 as of December 31, 2014). |
| 9.8 | Key management personnel compensation |
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Salaries | 15,547 | 18,778 | ||||||
| Long-term bonus | - | 3,917 | ||||||
| Annual bonus | 3,808 | 2,971 | ||||||
| Key management personnel compensation | 19,355 | 25,666 | ||||||
| F-73 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments |
Financial instruments in accordance with IAS 39 are detailed as follows:
| 10.1 | Types of other financial assets |
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Description of other financial assets | ||||||||
| Other current financial assets (1) | 617,267 | 653,442 | ||||||
| Derivatives (2) | 19,058 | 17,160 | ||||||
| Total other current financial assets | 636,325 | 670,602 | ||||||
| Other non-current financial assets | 486 | 427 | ||||||
| Total other non-current financial assets | 486 | 427 | ||||||
| (1) | Relates to time deposits with maturities exceeding 90 days and less than 360 days from the investment date. |
| (2) | Relate to forwards and options that were not classified as hedging instruments (see detail in Note 10.3). |
Detail of other current financial assets
| 12/31/2015 | 12/31/2014 | |||||||
| Institution | ThUS$ | ThUS$ | ||||||
| Banco Santander | 175,433 | 141,914 | ||||||
| BBVA | - | 91,718 | ||||||
| Banco de Crédito e Inversiones | 97,739 | 140,216 | ||||||
| Banco de Chile | 20,049 | 60,153 | ||||||
| Corpbanca | 122,951 | 91,372 | ||||||
| Banco Itaú | 80,830 | 100,136 | ||||||
| Banco Security | 24,861 | 24,683 | ||||||
| Morgan Stanley | 8,200 | 3,250 | ||||||
| Scotiabank Sud Americano | 78,180 | - | ||||||
| HSBC Bank Chile | 9,024 | - | ||||||
| Total | 617,267 | 653,442 | ||||||
| F-74 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments, (continued) |
| 10.2 | Trade and other receivables, current and non-current |
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$$ | ThUS$ | |||||||||||||||||||
| Trade receivables | 279,590 | - | 279,590 | 322,231 | - | 322,231 | ||||||||||||||||||
| Prepayments | 9,155 | - | 9,155 | 11,378 | - | 11,378 | ||||||||||||||||||
| Other receivables | 13,480 | 1,050 | 14,530 | 7,221 | 2,044 | 9,265 | ||||||||||||||||||
| Total trade and other receivables | 302,225 | 1,050 | 303,275 | 340,830 | 2,044 | 342,874 | ||||||||||||||||||
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Assets before allowances | Allowance for doubtful trade receivables | Assets for trade receivables, net | Assets before allowances | Allowance for doubtful trade receivables | Assets for trade receivables, net | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Receivables related to credit operations, current | 294,525 | (14,935 | ) | 279,590 | 337,296 | (15,065 | ) | 322,231 | ||||||||||||||||
| Trade receivables, current | 294,525 | (14,935 | ) | 279,590 | 337,296 | (15,065 | ) | 322,231 | ||||||||||||||||
| Prepayments, current | 11,955 | (2,800 | ) | 9,155 | 14,178 | (2,800 | ) | 11,378 | ||||||||||||||||
| Other receivables, current | 15,476 | (1,996 | ) | 13,480 | 9,184 | (1,963 | ) | 7,221 | ||||||||||||||||
| Current trade and other receivables | 321,956 | (19,731 | ) | 302,225 | 360,658 | (19,828 | ) | 340,830 | ||||||||||||||||
| Other receivables, non-current | 1,050 | - | 1,050 | 2,044 | - | 2,044 | ||||||||||||||||||
| Non-current receivables | 1,050 | - | 1,050 | 2,044 | - | 2,044 | ||||||||||||||||||
| Total trade and other receivables | 323,006 | (19,731 | ) | 303,275 | 362,702 | (19,828 | ) | 342,874 | ||||||||||||||||
| F-75 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments, (continued) |
| 10.2 | Trade and other receivables, continued |
Portfolio stratification, continued
The Company’s policy is to require guarantees (such as letters of credit, guarantee clauses and others) and/or maintaining insurance policies for certain accounts as deemed necessary by management.
Unsecuritized portfolio
As of December 31, 2015 and December 31, 2014, the detail of the unsecuritized portfolio is as follows:
| 12/31/2015 | ||||||||||||||||||||||||||||||||||||||||||||
| Not overdue | 1 - 30 days | 31 - 60 days | 61 - 90 days | 91 - 120 days | 121 - 150 days | 151 - 180 days | 181 - 210 days | 211 - 250 days | Over 250 days | Total | ||||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||||||||
| Number of customers, portfolio under no renegotiated terms | 3,653 | 698 | 388 | 2,617 | 565 | 241 | 253 | 667 | 311 | 1,836 | 11,229 | |||||||||||||||||||||||||||||||||
| Portfolio under no renegotiated terms | 249,892 | 13,268 | 1,484 | 9,572 | 2,720 | 19 | 264 | 6,159 | 1,067 | 6,340 | 290,785 | |||||||||||||||||||||||||||||||||
| Number of customers under renegotiated terms portfolio | 17 | 1 | 551 | 38 | 8 | 1 | 3 | 7 | 6 | 235 | 867 | |||||||||||||||||||||||||||||||||
| Portfolio under renegotiated terms, gross | 540 | 10 | 625 | 13 | 170 | 15 | 259 | 35 | 293 | 1,780 | 3,740 | |||||||||||||||||||||||||||||||||
| Total gross portfolio | 250,432 | 13,278 | 2,109 | 9,585 | 2,890 | 34 | 523 | 6,194 | 1,360 | 8,120 | 294,525 | |||||||||||||||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||||||||||||||||||||
| Not overdue | 1 - 30 days | 31 - 60 days | 61 - 90 days | 91 - 120 days | 121 - 150 days | 151 - 180 days | 181 - 210 days | 211 - 250 days | Over 250 days | Total | ||||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||||||||
| Number of customers, portfolio under no renegotiated terms | 2,997 | 574 | 533 | 90 | 305 | 297 | 15 | 269 | 283 | 1,779 | 7,142 | |||||||||||||||||||||||||||||||||
| Portfolio under no renegotiated terms | 243,255 | 51,738 | 21,425 | 5,883 | 718 | 1,062 | 127 | 520 | 162 | 6,659 | 331,549 | |||||||||||||||||||||||||||||||||
| Number of customers under renegotiated terms portfolio | 49 | 7 | 2 | 2 | 1 | 1 | 1 | 2 | 1 | 81 | 147 | |||||||||||||||||||||||||||||||||
| Portfolio under renegotiated terms, gross | 1,027 | 55 | 20 | 1,052 | 412 | 958 | 22 | 6 | 15 | 2,180 | 5,747 | |||||||||||||||||||||||||||||||||
| Total gross portfolio | 244,282 | 51,793 | 21,445 | 6,935 | 1,130 | 2,020 | 149 | 526 | 177 | 8,839 | 337,296 | |||||||||||||||||||||||||||||||||
| F-76 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments, (continued) |
| 10.2 | Trade and other receivables, continued |
The detail of allowances is as follows:
| Provision and write-offs | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Allowance for portfolio under no renegotiated terms | 18,980 | 16,585 | 16,711 | |||||||||
| Allowance for portfolio with renegotiated terms | 2,356 | 3,717 | 4,459 | |||||||||
| Write-offs for the period | (1,605 | ) | (474 | ) | (520 | ) | ||||||
| Total | 19,731 | 19,828 | 20,650 | |||||||||
Credit risk concentration
Credit risk concentration with respect to trade receivables is reduced due to the great number of entities included in the Company’s client database and their distribution throughout the world.
| 10.3 | Hedging assets and liabilities |
The balance represents derivative instruments measured at fair value which have been classified as hedges from exchange and interest rate risks related to the total obligations associated with bonds of the Company in Chilean pesos and UF (and the exchange risk in Chilean pesos of the Company’s investment plans). As of December 31, 2015, the face value of cash flows in Cross Currency Swap contracts agreed upon in US dollars amounted to ThUS$331,853 as of December 31, 2014 such contracts amounted to ThUS$343,519 and as of December 31, 2013 such contracts amounted to ThUS$555,303.
| Hedging liabilities | Derivative instruments (CCS) | Effect on profit or loss for the period Derivative instruments | Hedging reserve in gross equity | Deferred tax hedging reserve in equity | Hedging reserve in equity | |||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||
| December 31, 2015 | 74,786 | (29,245 | ) | 86 | 96 | 182 | ||||||||||||||
| December 31, 2014 | 37,034 | (43,236 | ) | 1,638 | (311 | ) | 1,327 | |||||||||||||
| Hedging assets | Derivative instruments (CCS) | Effect on profit or loss for the period Derivative instruments | Hedging reserve in gross equity | Deferred tax hedging reserve in equity | Hedging reserve in equity | |||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||
| December 31, 2013 | 23,602 | (45,312 | ) | (3,307 | ) | 661 | (2,646 | ) | ||||||||||||
| F-77 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.3 | Hedging assets and liabilities, continued |
| Hedging liabilities | Derivative instruments (IRS) | Effect on profit or loss for the period derivative instruments | Hedging reserve in gross equity | Hedging reserve in equity | ||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
| December 31, 2015 | 283 | (242 | ) | (195 | ) | (195 | ) | |||||||||
| December 31, 2014 | 736 | (1,050 | ) | 557 | 557 | |||||||||||
| December 31, 2013 | 1,339 | (93 | ) | (1,153 | ) | (1,153 | ) | |||||||||
The balances in the “effect on profit or loss” column consider the interim effects of the contracts in force As of December 31, 2015 December 31, 2014 and December 31, 2013.
Derivative contract maturities are detailed as follows:
| Series | Contract amount ThUS$ | Currency | Maturity date | |||||
| C | 59,447 | UF | 12/01/2026 | |||||
| H | 191,638 | UF | 01/05/2018 | |||||
| M | 46,463 | UF | 02/01/2017 | |||||
| O | 68,339 | UF | 02/01/2017 | |||||
The Company uses cross currency swap derivative instruments to hedge the possible financial risk associated with the volatility of the exchange rate associated with Chilean pesos and UF. The objective is to hedge the exchange rate financial risks associated with bonds payable. Hedges are documented and tested to measure their effectiveness.
Based on a comparison of critical terms, hedging is highly effective, given that the hedged amount is consistent with obligations maintained for bonds denominated in Chilean pesos and UF. Likewise, hedging contracts are denominated in the same currencies and have the same expiration dates of bond principal and interest payments.
Hedge Accounting
The Company classifies derivative instruments as hedging that may include derivative or embedded derivatives either as fair value hedge derivative instruments, cash flow hedge derivative instruments, or hedge derivative instruments for net investment in a business abroad.
a) Fair value hedge
Changes in fair values of derivative instruments classified as fair value hedge derivative instruments are accounted for in gains and losses immediately along with any change in the fair value of the hedged item that is attributable to the risk being hedged.
| F-78 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.3 | Hedging assets and liabilities, continued |
The Company documents the relationship between hedge instruments and the hedged item along with the objectives of its risk management and strategy to carry out different hedging transactions. In addition, upon commencement of the period hedged and then on a quarterly basis the Company documents whether hedge instruments have been efficient and met the objective of hedging market fluctuations for the purpose of which we use the effectiveness test. A hedge instrument is deemed effective if the effectiveness test result is between 80% and 125%.
The hedge instruments are classified as effective or not effective on the basis of the effectiveness test results. As of to date, hedges are classified as effective on the basis of the effectiveness tests. This note includes the detail of fair values of derivatives classified as hedging instruments.
b) Cash flow hedges
Cash flow hedges cover exposure to the cash flow variations attributable to a risk associated with a specific transaction that is very likely to be executed, that may have material effects on the results of the Company.
| 10.4 | Financial liabilities |
Other current and non-current financial liabilities
As of December 31, 2015 and December 31, 2014, the detail is as follows:
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Bank borrowings | 178,183 | 140,000 | 318,183 | 191,116 | 219,838 | 410,954 | ||||||||||||||||||
| Obligations with the public | 221,092 | 1,077,172 | 1,298,264 | 19,453 | 1,317,429 | 1,336,882 | ||||||||||||||||||
| Derivatives | 981 | - | 981 | 1,791 | - | 1,791 | ||||||||||||||||||
| Hedging liabilities | 1,774 | 73,031 | 74,805 | 812 | 36,958 | 37,770 | ||||||||||||||||||
| Total | 402,030 | 1,290,203 | 1,692,233 | 213,172 | 1,574,225 | 1,787,397 | ||||||||||||||||||
Current and non-current borrowings
As of December 31, 2015 and December 31, 2014, the detail is as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Long-term borrowings | 140,000 | 219,838 | ||||||
| Short-term borrowings | 97,079 | 100,057 | ||||||
| Current portion of long-term borrowings | 81,104 | 91,059 | ||||||
| Short-term loans and current portion of long-term borrowings | 178,183 | 191,116 | ||||||
| Total borrowings assumed | 318,183 | 410,954 | ||||||
| F-79 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| a) | Bank loans, current: |
As of December 31, 2015 and December 31, 2014, the detail of this caption is as follows:
| Currency or | ||||||||||||||||||||||
| Debtor | Creditor | adjustment | Effective | Nominal | ||||||||||||||||||
| Tax ID No | Subsidiary | Country | Tax ID No. | Financial institution | Country | index | Repayment | rate | rate | |||||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.57 | % | 0.57 | % | |||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.030.000-7 | Banco Estado | Chile | US$ | Upon maturity | 0.70 | % | 0.70 | % | |||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.58 | % | 0.58 | % | |||||||||||
| 93.007.000-9 | SQM S.A. | Chile | Foreign | Banco Estado NY Branch | United States | US$ | Upon maturity | 1.94 | % | 2.54 | % | |||||||||||
| 79.626.800-K | SQM Salar S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.57 | % | 0.57 | % | |||||||||||
| 79.947.100-0 | SQM Industrial S.A. | Chile | 97.030.000-7 | Banco Estado | Chile | US$ | Upon maturity | 0.44 | % | 0.44 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Bank of America | United States | US$ | Upon maturity | 1.43 | % | 1.30 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | The Bank of Tokyo-Mitsubishi UFJ, Lda. (New York) | United States | US$ | Upon maturity | 1.18 | % | 1.05 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Export Development Canada | Canada | US$ | Upon maturity | 1.75 | % | 1.39 | % | |||||||||||
| 12/31/2015 | 12/31/2015 | |||||||||||||||||||||||||||||||||
| Nominal amounts | Current amounts | |||||||||||||||||||||||||||||||||
| Debtor | Creditor | Up to 90 | 90 days to | Up to 90 | 90 days to | Borrowing | ||||||||||||||||||||||||||||
| Subsidiary | Financial institution | days | 1 year | Total | days | 1 year | Subtotal | costs | Total | |||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||
| SQM.S.A. | Scotiabank Sud Americano | - | 20,000 | 20,000 | 13 | 20,000 | 20,013 | - | 20,013 | |||||||||||||||||||||||||
| SQM.S.A. | Banco Estado | - | 20,000 | 20,000 | 9 | 20,000 | 20,009 | - | 20,009 | |||||||||||||||||||||||||
| SQM.S.A. | Scotiabank Sud Americano | - | 17,000 | 17,000 | 8 | 17,000 | 17,008 | - | 17,008 | |||||||||||||||||||||||||
| SQM S.A. | Banco Estado NY Branch | - | - | - | 1,067 | - | 1,067 | - | 1,067 | |||||||||||||||||||||||||
| SQM Salar S.A. | Scotiabank Sud Americano | - | 20,000 | 20,000 | 16 | 20,000 | 20,016 | - | 20,016 | |||||||||||||||||||||||||
| SQM Industrial S.A. | Banco Estado | 20,000 | - | 20,000 | 20,032 | - | 20,032 | - | 20,032 | |||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Bank of America | - | 40,000 | 40,000 | - | 40,137 | 40,137 | (49 | ) | 40,088 | ||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | The Bank of Tokyo-Mitsubishi UFJ, Lda. (New York) | - | 20,000 | 20,000 | - | 20,052 | 20,052 | (54 | ) | 19,998 | ||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Export Development Canada | - | 20,000 | 20,000 | - | 20,010 | 20,010 | (58 | ) | 19,952 | ||||||||||||||||||||||||
| Total | 20,000 | 157,000 | 177,000 | 21,145 | 157,199 | 178,344 | (161 | ) | 178,183 | |||||||||||||||||||||||||
| F-80 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| Currency or | ||||||||||||||||||||||
| Debtor | Creditor | adjustment | Effective | Nominal | ||||||||||||||||||
| Tax ID No | Subsidiary | Country | Tax ID No. | Financial institution | Country | index | Repayment | rate | rate | |||||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.59 | % | 0.59 | % | |||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.46 | % | 0.46 | % | |||||||||||
| 93.007.000-9 | SQM.S.A. | Chile | 97.030.000-7 | Banco Estado | Chile | US$ | Upon maturity | 0.59 | % | 0.59 | % | |||||||||||
| 93.007.000-9 | SQM S.A. | Chile | Foreign | Banco Estado NY Branch | United States | US$ | Upon maturity | 3.56 | % | 2.33 | % | |||||||||||
| 79.626.800-K | SQM Salar S.A. | Chile | 97.018.000-1 | Scotiabank Sud Americano | Chile | US$ | Upon maturity | 0.38 | % | 0.38 | % | |||||||||||
| 79.947.100-0 | SQM Industrial S.A. | Chile | 97.030.000-7 | Banco Estado | Chile | US$ | Upon maturity | 0.41 | % | 0.41 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Scotiabank & Trust (Cayman) Ltd. | Cayman Islands | US$ | Upon maturity | 2.27 | % | 1.37 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Bank of America | United States | US$ | Upon maturity | 2.70 | % | 2.33 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Export Development Canada | Canada | US$ | Upon maturity | 2.45 | % | 1.29 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | The Bank of Tokyo-Mitsubishi UFJ, Lda. (New York) | United States | US$ | Upon maturity | 2.12 | % | 0.97 | % | |||||||||||
| 12/31//2014 | 12/31/2014 | |||||||||||||||||||||||||||||||||
| Debtor | Creditor | Nominal amounts | Current amounts | |||||||||||||||||||||||||||||||
| Filial | Financial institution | Up to 90 days | 90 days to 1 year | Total | Up to 90 days | 90 days to 1 year | Subtotal | Borrowing costs | Total | |||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||
| SQM.S.A. | Scotiabank Sud Americano | - | 20,000 | 20,000 | 5 | 20,000 | 20,005 | - | 20,005 | |||||||||||||||||||||||||
| SQM.S.A. | Scotiabank Sud Americano | - | 20,000 | 20,000 | 9 | 20,000 | 20,009 | - | 20,009 | |||||||||||||||||||||||||
| SQM.S.A. | Banco Estado | - | 20,000 | 20,000 | - | 20,026 | 20,026 | - | 20,026 | |||||||||||||||||||||||||
| SQM S.A. | Banco Estado NY Branch | - | - | - | 988 | - | 988 | - | 988 | |||||||||||||||||||||||||
| SQM Salar S.A. | Scotiabank Sud Americano | - | 20,000 | 20,000 | 9 | 20,000 | 20,009 | - | 20,009 | |||||||||||||||||||||||||
| SQM Industrial S.A. | Banco Estado | 20,000 | - | 20,000 | 20,008 | - | 20,008 | - | 20,008 | |||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Scotiabank & Trust (Cayman) Ltd. | - | 50,000 | 50,000 | - | 50,137 | 50,137 | (85 | ) | 50,052 | ||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Bank of America | - | - | - | - | 117 | 117 | (66 | ) | 51 | ||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Export Development Canada | - | 20,000 | 20,000 | - | 20,013 | 20,013 | (60 | ) | 19,953 | ||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | The Bank of Tokyo-Mitsubishi UFJ, Lda. (New York) | - | 20,000 | 20,000 | - | 20,084 | 20,084 | (69 | ) | 20,015 | ||||||||||||||||||||||||
| Total | 20,000 | 170,000 | 190,000 | 21,019 | 170,377 | 191,396 | (280 | ) | 191,116 | |||||||||||||||||||||||||
| F-81 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| b) | Unsecured obligations, current: |
As of December 31, 2015 and December 31, 2014, the detail of current unsecured interest-bearing obligations is composed of promissory notes and bonds, as follows:
Bonds
| Number of | Currency or | Periodicity | ||||||||||||||||||||||
| Debtor | registration or ID | adjustment | Payment of | Nominal | ||||||||||||||||||||
| Tax ID No. | Subsidiary | Country | of the instrument | Series | Maturity date | index | interest | Repayment | Effective rate | rate | ||||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$200,000 | 4/15/2016 | US$ | Semiannual | Upon maturity | 9.19 | % | 6.13 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 4/21/2016 | US$ | Semiannual | Upon maturity | 5.89 | % | 5.50 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 1/28/2016 | US$ | Semiannual | Upon maturity | 4.61 | % | 4.38 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$300,000 | 4/3/2016 | US$ | Semiannual | Upon maturity | 3.93 | % | 3.63 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 446 | C | 6/1/2016 | UF | Semiannual | Semiannual | 6.52 | % | 4.00 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 564 | H | 1/5/2016 | UF | Semiannual | Semiannual | 5.20 | % | 4.90 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 700 | M | 2/1/2016 | UF | Semiannual | Upon maturity | 4.32 | % | 3.30 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 699 | O | 2/1/2016 | UF | Semiannual | Upon maturity | 3.97 | % | 3.80 | % | ||||||||||||
| 12/31/2015 | 12/31/2015 | |||||||||||||||||||||||||||||||||||
| Nominal maturities | Current maturities | |||||||||||||||||||||||||||||||||||
| Bond | ||||||||||||||||||||||||||||||||||||
| Up to 90 | 91 days to 1 | Up to 90 | 91 days to 1 | issuance | ||||||||||||||||||||||||||||||||
| Subsidiary | Country | Series | days | year | Total | days | year | Subtotal | costs | Total | ||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||
| SQM S,A, | Chile | ThUS$200,000 | - | 200,000 | 200,000 | - | 202,586 | 202,586 | (73 | ) | 202,513 | |||||||||||||||||||||||||
| SQM S,A, | Chile | ThUS$250,000 | - | - | - | - | 2,674 | 2,674 | (386 | ) | 2,288 | |||||||||||||||||||||||||
| SQM S,A, | Chile | ThUS$250,000 | - | - | - | 4,648 | - | 4,648 | (433 | ) | 4,215 | |||||||||||||||||||||||||
| SQM S,A, | Chile | ThUS$300,000 | - | - | - | - | 2,658 | 2,658 | (614 | ) | 2,044 | |||||||||||||||||||||||||
| SQM S,A, | Chile | C | - | 5,413 | 5,413 | - | 5,610 | 5,610 | - | 5,610 | ||||||||||||||||||||||||||
| SQM S,A, | Chile | H | - | - | - | 3,417 | - | 3,417 | (139 | ) | 3,278 | |||||||||||||||||||||||||
| SQM S,A, | Chile | M | - | - | - | 492 | - | 492 | (130 | ) | 362 | |||||||||||||||||||||||||
| SQM S,A, | Chile | O | - | - | - | 849 | - | 849 | (67 | ) | 782 | |||||||||||||||||||||||||
| Total | - | 205,413 | 205,413 | 9,406 | 213,528 | 222,934 | (1,842 | ) | 221,092 | |||||||||||||||||||||||||||
Effective rates of bonds in Chilean pesos and UF are expressed and calculated in U.S. dollars based on the flows agreed in Cross Currency Swap Agreements.
| F-82 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| Number of | Currency or | Periodicity | ||||||||||||||||||||||
| Debtor | registration or ID | adjustment | Payment of | Nominal | ||||||||||||||||||||
| Tax ID No. | Subsidiary | Country | of the instrument | Series | Maturity date | index | interest | Repayment | Effective rate | rate | ||||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$200,000 | 04/15/2015 | US$ | Semiannual | Upon maturity | 6.25 | % | 6.13 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 04/21/2015 | US$ | Semiannual | Upon maturity | 5.67 | % | 5.50 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 01/28/2015 | US$ | Semiannual | Upon maturity | 4.46 | % | 5.50 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$300,000 | 04/03/2015 | US$ | Semiannual | Upon maturity | 3.86 | % | 4.38 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 446 | C | 06/01/2015 | UF | Semiannual | Semiannual | 6.34 | % | 4.00 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 564 | H | 01/05/2015 | UF | Semiannual | Semiannual | 4.23 | % | 4.90 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 700 | M | 02/01/2015 | UF | Semiannual | Upon maturity | 3.20 | % | 3.30 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 699 | O | 02/01/2015 | UF | Semiannual | Upon maturity | 3.74 | % | 3.80 | % | ||||||||||||
| 12/31/2014 | 12/31/2014 | |||||||||||||||||||||||||||||||||||
| Nominal maturities | Current maturities | |||||||||||||||||||||||||||||||||||
| Bond | ||||||||||||||||||||||||||||||||||||
| Up to 90 | 91 days to 1 | Up to 90 | 91 days to 1 | issuance | ||||||||||||||||||||||||||||||||
| Subsidiary | Country | Series | Days | year | Total | days | year | Subtotal | costs | Total | ||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||
| SQM S.A. | Chile | ThUS$200,000 | - | - | - | - | 2,586 | 2,586 | (293 | ) | 2,293 | |||||||||||||||||||||||||
| SQM S.A. | Chile | ThUS$250,000 | - | - | - | - | 2,674 | 2,674 | (384 | ) | 2,290 | |||||||||||||||||||||||||
| SQM S.A. | Chile | ThUS$250,000 | - | - | - | 1,914 | - | 1,914 | (433 | ) | 1,481 | |||||||||||||||||||||||||
| SQM S.A. | Chile | ThUS$300,000 | - | - | - | - | 2,658 | 2,658 | (614 | ) | 2,044 | |||||||||||||||||||||||||
| SQM S.A. | Chile | C | - | 6,088 | 6,088 | - | 6,329 | 6,329 | - | 6,329 | ||||||||||||||||||||||||||
| SQM S.A. | Chile | H | - | - | - | 3,843 | - | 3,843 | (139 | ) | 3,704 | |||||||||||||||||||||||||
| SQM S.A. | Chile | M | - | - | - | 554 | - | 554 | (130 | ) | 424 | |||||||||||||||||||||||||
| SQM S.A. | Chile | O | - | - | - | 955 | - | 955 | (67 | ) | 888 | |||||||||||||||||||||||||
| Total | - | 6,088 | 6,088 | 7,266 | 14,247 | 21,513 | (2,060 | ) | 19,453 | |||||||||||||||||||||||||||
Effective rates of bonds in Chilean pesos and UF are expressed and calculated in U.S. dollars based on the flows agreed in Cross Currency Swap Agreements.
| F-83 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| c) | Types of interest-bearing borrowings, non-current |
Non-current interest-bearing borrowings as of December 31, 2015 and December 31, 2014 are detailed as follows:
| Currency or | ||||||||||||||||||||||
| Debtor | Creditor | adjustment | Effective | Nominal | ||||||||||||||||||
| Tax ID No. | Subsidiary | Country | Tax ID No. | Financial institution | Country | index | Repayment | rate | rate | |||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | Foreign | Banco Estado NY Branch | United States | US$ | Upon maturity | 1.94 | % | 2.54 | % | |||||||||||
| Nominal non-current maturities | Non-current maturities | |||||||||||||||||||||||||||||||||||||||||
| 12/31/2015 | 12/31/2015 | |||||||||||||||||||||||||||||||||||||||||
| Over 1 | Over 2 | Over 3 | Over 1 | Over 2 | Over 3 | |||||||||||||||||||||||||||||||||||||
| years | years | years | years | years | years | Borrowings | ||||||||||||||||||||||||||||||||||||
| Subsidiary | Financial institution | to 2 | to 3 | to 4 | Total | to 2 | to 3 | to 4 | Subtotal | costs | Total | |||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||||
| SQM S.A. | Banco Estado NY Branch | 140,000 | - | - | 140,000 | 140,000 | - | - | 140,000 | - | 140,000 | |||||||||||||||||||||||||||||||
| Total | 140,000 | - | - | 140,000 | 140,000 | - | - | 140,000 | - | 140,000 | ||||||||||||||||||||||||||||||||
| F-84 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| Currency or | ||||||||||||||||||||||
| Debtor | Creditor | adjustment | Effective | Nominal | ||||||||||||||||||
| Tax ID No. | Subsidiary | Country | Tax ID No. | Financial institution | Country | index | Repayment | rate | rate | |||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | Foreign | Banco Estado NY Branch | United States | US$ | Upon maturity | 3.56 | % | 2.33 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Scotiabank & Trust (Cayman) Ltd. | Cayman Islands | US$ | Upon maturity | 2.27 | % | 1.37 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Bank of America | United States | US$ | Upon maturity | 2.70 | % | 1.23 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | Export Development Canada | Canada | US$ | Upon maturity | 2.12 | % | 1.27 | % | |||||||||||
| Foreign | Royal Seed Trading Corporation A.V.V. | Aruba | Foreign | The Bank of Tokyo-Mitsubishi UFJ, Ltd (New York) | United States | US$ | Upon maturity | 2.45 | % | 0.97 | % | |||||||||||
| Nominal non-current maturities | Non-current maturities | |||||||||||||||||||||||||||||||||||||||||
| 12/31/2014 | 12/31/2014 | |||||||||||||||||||||||||||||||||||||||||
| Over 1 | Over 2 | Over 3 | Over 1 Total | Over 2 | Over 3 | |||||||||||||||||||||||||||||||||||||
| years | years | years | years | years | years | Borrowings | ||||||||||||||||||||||||||||||||||||
| Subsidiary | Financial institution | to 2 | to 3 | to 4 | Total | to 2 | to 3 | to 4 | Subtotal | costs | Total | |||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||||
| SQM S.A. | Banco Estado NY Branch | - | 140,000 | - | 140,000 | - | 140,000 | - | 140,000 | - | 140,000 | |||||||||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Bank of America | - | 40,000 | - | 40,000 | - | 40,000 | - | 40,000 | (49 | ) | 39,951 | ||||||||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | Export Development Canada | - | 20,000 | - | 20,000 | - | 20,000 | - | 20,000 | (59 | ) | 19,941 | ||||||||||||||||||||||||||||||
| Royal Seed Trading Corporation A.V.V. | The Bank of Tokyo-Mitsubishi UFJ, Ltd (New York) | - | 20,000 | - | 20,000 | - | 20,000 | - | 20,000 | (54 | ) | 19,946 | ||||||||||||||||||||||||||||||
| Total | - | 220,000 | - | 220,000 | - | 220,000 | - | 220,000 | (162 | ) | 219,838 | |||||||||||||||||||||||||||||||
| F-85 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| d) | Non-current unsecured interest-bearing bonds |
The breakdown of non-current unsecured interest-bearing bonds as of December 31, 2015 and December 31, 2014 is detailed as follows:
| Periodicity | ||||||||||||||||||||||||
| Number of | ||||||||||||||||||||||||
| registration or ID | Currency or | Payment of | Effective | Nominal | ||||||||||||||||||||
| Tax ID No. | Subsidiary | Country | of the instrument | Series | Maturity date | adjustment index | interest | Repayment | rate | rate | ||||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$200,000 | 04/15/2016 | US$ | Semiannual | Upon maturity | 9.19 | % | 6.13 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 04/21/2020 | US$ | Semiannual | Upon maturity | 5.89 | % | 5.50 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$250,000 | 01/28/2025 | US$ | Semiannual | Upon maturity | 4.61 | % | 4.38 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | ThUS$300,000 | 04/03/2023 | US$ | Semiannual | Upon maturity | 3.93 | % | 3.63 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 446 | C | 12/01/2026 | UF | Semiannual | Semiannual | 6.53 | % | 4.00 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 564 | H | 01/05/2030 | UF | Semiannual | Semiannual | 5.20 | % | 4.90 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 700 | M | 02/01/2017 | UF | Semiannual | Upon maturity | 4.32 | % | 3.30 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 699 | O | 02/01/2033 | UF | Semiannual | Upon maturity | 3.97 | % | 3.80 | % | ||||||||||||
| Nominal non-current maturities | Non-current maturities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12/31/2015 | 12/31/2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bond | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | issuance | ||||||||||||||||||||||||||||||||||||||||||||||
| Series | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Total | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Subtotal | costs | Total | ||||||||||||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||||||||||||||
| MMUS$250 | - | - | 250,000 | - | - | 250,000 | - | - | 250,000 | - | - | 250,000 | (1,290 | ) | 248,710 | |||||||||||||||||||||||||||||||||||||||||
| MMUS$250 | - | - | - | - | 250,000 | 250,000 | - | - | - | - | 250,000 | 250,000 | (3,502 | ) | 246,498 | |||||||||||||||||||||||||||||||||||||||||
| MMUS$300 | - | - | - | - | 300,000 | 300,000 | - | - | - | - | 300,000 | 300,000 | (3,843 | ) | 296,157 | |||||||||||||||||||||||||||||||||||||||||
| C | 5,413 | 5,413 | 5,413 | 5,413 | 32,482 | 54,134 | 5,413 | 5,413 | 5,413 | 5,413 | 32,482 | 54,134 | - | 54,134 | ||||||||||||||||||||||||||||||||||||||||||
| H | - | - | - | - | 144,357 | 144,357 | - | - | - | - | 144,357 | 144,357 | (1,810 | ) | 142,547 | |||||||||||||||||||||||||||||||||||||||||
| M | 36,089 | - | - | - | - | 36,089 | 36,089 | - | - | - | - | 36,089 | (17 | ) | 36,072 | |||||||||||||||||||||||||||||||||||||||||
| O | - | - | - | - | 54,134 | 54,134 | - | - | - | - | 54,134 | 54,134 | (1,080 | ) | 53,054 | |||||||||||||||||||||||||||||||||||||||||
| Total | 41,502 | 5,413 | 255,413 | 5,413 | 780,973 | 1,088,714 | 41,502 | 5,413 | 255,413 | 5,413 | 780,973 | 1,088,714 | (11,542 | ) | 1,077,172 | |||||||||||||||||||||||||||||||||||||||||
| F-86 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| d) | Unsecured interest-bearing liabilities, non-current, continued |
As of December 31, 2015 and December 31, 2014, the breakdown of unsecured interest-bearing liabilities, non-current is as follows:
| Number of | Periodicity | |||||||||||||||||||||||
| registration or ID | Currency or | Payment of | Nominal | |||||||||||||||||||||
| Tax ID No. | Subsidiary | Country | of the instrument | Series | Maturity date | adjustment index | interest | Repayment | Effective rate | rate | ||||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | MMUS$200 | 04/15/2016 | US$ | Semiannual | Upon maturity | 6.25 | % | 6.13 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | MMUS$250 | 04/21/2020 | US$ | Semiannual | Upon maturity | 5.67 | % | 5.50 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | MMUS$250 | 01/28/2025 | US$ | Semiannual | Upon maturity | 4.46 | % | 4.38 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | - | MMUS$300 | 04/03/2023 | US$ | Semiannual | Upon maturity | 3.86 | % | 3.63 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 446 | C | 12/01/2026 | UF | Semiannual | Semiannual | 6.34 | % | 4.00 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 564 | H | 01/05/2030 | UF | Semiannual | Semiannual | 4.23 | % | 4.90 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 700 | M | 02/01/2017 | UF | Semiannual | Upon maturity | 3.20 | % | 3.30 | % | ||||||||||||
| 93.007.000-9 | SQM S.A. | Chile | 699 | O | 02/01/2033 | UF | Semiannual | Upon maturity | 3.74 | % | 3.80 | % | ||||||||||||
Nominal non-current maturities 12/31/2014 | Non-current maturities 12/31/2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bond | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | issuance | ||||||||||||||||||||||||||||||||||||||||||||||
| Series | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Total | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Subtotal | costs | Total | ||||||||||||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||||||||||||||
| ThUS$200,000 | 200,000 | - | - | - | - | 200,000 | 200,000 | - | - | - | - | 200,000 | (73 | ) | 199,927 | |||||||||||||||||||||||||||||||||||||||||
| ThUS$250,000 | - | - | - | - | 250,000 | 250,000 | - | - | - | - | 250,000 | 250,000 | (1,655 | ) | 248,345 | |||||||||||||||||||||||||||||||||||||||||
| ThUS$250,000 | - | - | - | - | 250,000 | 250,000 | - | - | - | - | 250,000 | 250,000 | (3,935 | ) | 246,065 | |||||||||||||||||||||||||||||||||||||||||
| ThUS$300,000 | - | - | - | - | 300,000 | 300,000 | - | - | - | - | 300,000 | 300,000 | (4,456 | ) | 295,544 | |||||||||||||||||||||||||||||||||||||||||
| C | 6,088 | 6,088 | 6,088 | 6,088 | 42,619 | 66,971 | 6,088 | 6,088 | 6,088 | 6,088 | 42,619 | 66,971 | - | 66,971 | ||||||||||||||||||||||||||||||||||||||||||
| H | - | - | - | - | 162,354 | 162,354 | - | - | - | - | 162,354 | 162,354 | (1,949 | ) | 160,405 | |||||||||||||||||||||||||||||||||||||||||
| M | - | 40,588 | - | - | - | 40,588 | - | 40,588 | - | - | - | 40,588 | (153 | ) | 40,435 | |||||||||||||||||||||||||||||||||||||||||
| O | - | - | - | - | 60,883 | 60,883 | - | - | - | - | 60,883 | 60,883 | (1,146 | ) | 59,737 | |||||||||||||||||||||||||||||||||||||||||
| Total | 206,088 | 46,676 | 6,088 | 6,088 | 1,065,856 | 1,330,796 | 206,088 | 46,676 | 6,088 | 6,088 | 1,065,856 | 1,330,796 | (13,367 | ) | 1,317,429 | |||||||||||||||||||||||||||||||||||||||||
| F-87 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
| e) | Additional information |
Bonds
As of December 31, 2015 and December 31, 2014, short-term bonds of ThUS$221,092 and ThUS$19,453, respectively, were classified as short-term, consisting of the current portion due plus accrued interest to date, excluding bond issue costs. The non-current portion consisted of ThUS$1,077,172 as of December 31, 2015 and ThUS$1,317,429 as of December 31, 2014, corresponding to the issuance of series C bonds, Single series bonds (ThUS$200), series H bonds second issue single series bonds (ThUS$250), series M bonds, series O bonds, third issue single series bonds (ThUS$300) and fourth issue single series bonds (ThUS$250) excluding debt issue costs.
As of December 31, 2015 and December 31, 2014, the details of each issuance are as follows:
Series “C” bonds
On January 24, 2006, the Company placed Series C bonds for UF 3,000,000 (ThUS$101,918) at an annual rate of 4.00%.
As of December 31, 2015 December 31, 2014 and December 31, 2013 the Company has made the following payments with a charge to the Series C bonds:
| Payments made | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Principal payment | 5,729 | 6,301 | 6,858 | |||||||||
| Interest payment | 3,570 | 3,184 | 4,004 | |||||||||
Single series first issue ThUS$200,000
On April 5, 2006, the Company placed Single Series bonds for ThUS$200,000 at an annual rate of 6.125% under "Rule 144 and regulation S of the U.S. Securities Act of 1933."
As of December 31, 2015, December 31, 2014 and December 31, 2013, the Company has made the following payments with a charge to the Single Series bonds:
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Payments of interest | 12,250 | 12,250 | 12,250 | |||||||||
| F-88 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
Series “G” and “H” bonds
(b) On January 13, 2009, the Company placed two bond series in the domestic market. Series H for UF 4,000,000 (ThUS$139,216) at an annual interest rate of 4.9% at a term of 21 years with payment of principal beginning in 2019 and Series G for ThCh$ 21,000,000 (ThUS$34,146), which was placed at a term of 5 years with a single payment at the maturity of the term and an annual interest rate of 7%.
As of December 31, 2015, December 31 2014 and December 31, 2013, the Company has made the following payments with a charge to the Series G and H bonds:
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Payment of principal of Series G bonds | - | 39,713 | - | |||||||||
| Payments of interest, Series G bonds | - | 1,366 | 2,845 | |||||||||
| Payments of interest, Series H bonds | 7,696 | 8,496 | 8,565 | |||||||||
Series “J” and “I” bonds
(c) On May 8, 2009, the Company placed two bond series in the domestic market. Series J for ThCh$52,000,000 (ThUS$92,456) which was placed at a term of 5 years with single payment at the expiration date of the term and annual interest rate of 5.5% and Series I for UF 1,500,000 (ThUS$56,051) which was placed at a term of 5 years with single payment at the maturity of the term and annual interest rate of 3.00%. Both bonds expired on April 1, 2014.
(d) As of December 31, 2014 and December 31, 2013, the Company has made the following payments with a charge to the Series J and I bonds:
(e)
| Payments made | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | ||||||
| Payments of principal Series J bonds | 94,454 | - | ||||||
| Payment of interest, Series J bonds | 2,563 | 5,879 | ||||||
| Payments of principal Series I bonds | 64,083 | - | ||||||
| Payment of interest, Series I bonds | 1,206 | 2,100 | ||||||
| F-89 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
Single series bonds, second issue ThUS$250,000
On April 21, 2010, the Company informed the Chilean Superintendence of Securities and Insurance of its placement in international markets of an unsecured bond of ThUS$250,000 with a maturity of 10 years beginning on the aforementioned date with an annual interest rate of 5.5% and destined to refinance long-term liabilities.
(f) As of December 31, 2015, December 31, 2014 and December 31, 2013, the detail of payments charged to the line of single series bonds, second issue is as follows:
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Interest payment | 13,750 | 13,750 | 13,750 | |||||||||
Series “M” and “O” bonds
(g) On April 4, 2012, the Company placed two bond series in the domestic market. Series M for UF 1,000,000 (ThUS$46,601) was placed at a term of 5 years with a single payment at the maturity of the term and an annual interest rate of 3.3%, and Series O for UF 1,500,000 (ThUS$69,901) was placed at a term of 21 years with a single payment at the maturity of the term and an annual interest rate of 3.80%
As of December 31, 2015, December 31, 2014 and December 31, 2013 the Company has made the following payments with a charge to the Series M and O bonds:
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Payment of interest, Series M bonds | 1,248 | 1,380 | 765 | |||||||||
| Payment of interest, Series O bonds | 2,153 | 2,381 | 1,320 | |||||||||
Single series bonds, third issue ThUS$300,000
On April 3, 2013 in the United States, the Company issued a non-guaranteed bond with a value of US$ 300 million. The bond is for a 10 year term with an annual coupon rate of 3.625% and an annual yield of 3.716%. This rate equates to a difference of 180 basis points to comparable US Treasury bonds. The funds raised will be used to refinance long term liabilities and finance general corporate objectives.
As of December 31, 2015 December 31, 2014 and December 31, 2013, the following payments have been made with a debit to the line of single-series bonds, third issue:
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Payment of interest | 10,875 | 10,875 | 5,438 | |||||||||
| F-90 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.4 | Financial liabilities, continued |
Single series bonds, fourth issuance ThUS$ 250
On October 23, 2014, the Company informed the Chilean Superintendence of Securities and Insurance that Sociedad Química y Minera de Chile S.A. agreed to issue and place unsecured bonds of ThUS$250,000 in international markets. This, essentially, maturing in 2025 with a cover annual interest rate of 4.375% equivalent to a spread of 215 basis points on comparable US Treasury bonds, which were offered to the investors at a price of 99.410% with respect to capital. The aforementioned agreement was agreed on October 23, 2014 and the issuance and placement of such bonds was performed in conformity with the provisions of Rule 144A of the US Securities Act of 1933 and these bonds will not be publicly offered in Chile.
As of December 31, 2015 and December 31, 2014, the following payments have been made.
| Payments made | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | ||||||
| Payment of interest | 8,203 | - | ||||||
| 10.5 | Trade and other payables |
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non- current | Total | Current | Non- current | Total | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Accounts payable | 136,668 | - | 136,668 | 144,998 | - | 144,998 | ||||||||||||||||||
| Other accounts payable | 172 | - | 172 | 162 | - | 162 | ||||||||||||||||||
| Total | 136,840 | - | 136,840 | 145,160 | - | 145,160 | ||||||||||||||||||
Purchase commitments held by the Company are recognized as liabilities when the goods and services are received by the Company. As of December 31, 2015, the Company has purchase orders amounting to ThUS$15,888 (ThUS$15,966 as of December 31, 2014).
| F-91 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.6 | Financial liabilities at fair value through profit or loss |
This balance relates to derivative instruments measured at their fair value, which has generated balances against the Company. The detail of this type of instrument is as follows:
| Financial liabilities at fair value through profit or loss | 12/31/2015 | Effect on profit or loss for the year ended 12/31/2015 | 12/31/2014 | Effect on profit or loss for the year ended 12/31/2014 | 12/31/2013 | Effect on profit or loss for the year ended 12/31/2013 | ||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||
| Current | ||||||||||||||||||||||||
| Derivative instruments (forward) | - | - | 457 | - | 423 | 5,100 | ||||||||||||||||||
| Derivative instruments (options) | 215 | 1,304 | 1,410 | - | 665 | 1,827 | ||||||||||||||||||
| Derivative instruments (IRS) | 283 | (242 | ) | 736 | 1,637 | 1,339 | 251 | |||||||||||||||||
| 498 | 1,062 | 2,603 | 1,637 | 2,427 | 7,178 | |||||||||||||||||||
Balances in the column effect on profit or loss consider the effects of agreements which were in force as of December 31, 2015, including derivatives, received during the year.
| F-92 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.7 | Financial asset and liability categories |
| a) | Financial Assets |
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| Description of financial assets | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | ||||||||||||||||||
| Financial assets measured at amortized cost | 617,267 | - | 617,267 | 653,442 | - | 653,442 | ||||||||||||||||||
| Investments held-to-maturity measured at amortized cost | - | 486 | 486 | - | 427 | 427 | ||||||||||||||||||
| Loans and receivables measured at amortized cost | 302,225 | 1,050 | 303,275 | 340,830 | 2,044 | 342,874 | ||||||||||||||||||
| Total financial assets measured at amortized cost | 919,492 | 1,536 | 921,028 | 994,272 | 2,471 | 996,743 | ||||||||||||||||||
| Financial assets at fair value through profit or loss | 19,058 | - | 19,058 | 17,160 | - | 17,160 | ||||||||||||||||||
| Total financial assets at fair value | 19,058 | - | 19,058 | 17,160 | - | 17,160 | ||||||||||||||||||
| Total financial assets | 938,550 | 1,536 | 940,086 | 1,011,432 | 2,471 | 1,013,903 | ||||||||||||||||||
| F-93 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.7 | Financial asset and liability categories (continued) |
| b) | Financial liabilities |
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
| Description of financial liabilities | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | Amount ThUS$ | ||||||||||||||||||
| Financial liabilities at fair value through profit or loss | 2,755 | 73,031 | 75,786 | 2,603 | 36,958 | 39,561 | ||||||||||||||||||
| Financial liabilities at fair value through profit or loss | 2,755 | 73,031 | 75,786 | 2,603 | 36,958 | 39,561 | ||||||||||||||||||
| Financial liabilities measured at amortized cost | 536,115 | 1,217,172 | 1,753,287 | 355,729 | 1,537,267 | 1,892,996 | ||||||||||||||||||
| Total financial liabilities measured at amortized cost | 536,115 | 1,217,172 | 1,753,287 | 355,729 | 1,537,267 | 1,892,996 | ||||||||||||||||||
| Total financial liabilities | 538,870 | 1,290,203 | 1,829,073 | 358,332 | 1,574,225 | 1,932,557 | ||||||||||||||||||
| F-94 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.8 | Fair value measurement of assets and liabilities |
Financial assets and liabilities measured at fair value consist of Options and Forwards hedging the mismatch in the balance sheet and cash flows, Cross Currency Swaps (CCS) to hedge bonds issued in local currency ($/UF), and Interest Rate Swaps (IRS) to hedge LIBOR rate debt issued.
The value of the Company’s assets and liabilities recognized by CCS contracts is calculated as the difference between the present value of discounted cash flows of the asset (pesos/UF) and liability (US$) parts of the derivative. In the case of the IRS, the asset value recognized is calculated as the difference between the discounted cash flows of the asset (variable rate) and liability (fixed rate) parts of the derivative. Forwards: Are calculated as the difference between the strike price of the contract and the spot price plus the forwards points at the date of the contract. Options: The value recognized is calculated using the Black-Scholes method.
In the case of CCS, the entry data used for the valuation models are UF, peso, and basis swap rates. In the case of fair value calculations for IRS, the FRA (Forward Rate Agreement) rate and ICVS 23 Curve (Bloomberg: cash/deposits rates, futures, swaps). In the case of forwards, the forwards curve for the currency in question is used. Finally, with options, the spot price, risk-free rate and volatility of exchange rate are used, all in accordance with the currencies used in each valuation. The financial information used as entry data for the Company’s valuation models is obtained from Bloomberg, the well-known financial software company. Conversely, the fair value provided by the counterparties of derivatives contracts is used only as a control and not for valuation.
The effects on profit or loss of movements in these amounts may be recognized in the caption Finance costs, foreign currency translation gain (loss) or cash flow hedges in the statement of comprehensive income, depending on each particular case.
The fair value measurement of debt is only performed to determine the present market value of secured and unsecured long-term obligations; bonds denominated in local currency (Ch$/UF) and foreign currency (US$), credits denominated in foreign currency (US$), which is classified under Level 2 in the fair value hierarchy established by IFRS.
The value of the Company’s reported liabilities is calculated as the present value of discounted cash flows at market rates at the time of valuation, taking into account the maturity date and exchange rate. The entry data used for the model includes the UF and peso rates, which are obtained using Bloomberg, the well-known financial software company and the ‘Asociación de Bancos e Instituciones Financieras’ (ABIF) (Association of Banks and Financial Institutions’).
| F-95 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.9 | Financial assets pledged as guarantee |
On November 4, 2004, Isapre Norte Grande maintains a guarantee equivalent to the total amount owed to its members and healthcare providers, which is managed and maintained by Banco de Chile.
As of December 31, 2015 and December 31, 2014, assets pledged as guarantees are as follows:
| Restricted cash | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | ||||||
| Isapre Norte Grande Ltda. | 496 | 682 | ||||||
| Total | 496 | 682 | ||||||
| 10.10 | Estimated fair value of financial instruments and financial derivatives |
As required by IFRS 7, the following information is presented for the disclosure of the estimated fair value of financial assets and liabilities.
Although inputs represent Management's best estimate, they are subjective and involve significant estimates related to the current economic and market conditions, as well as risk features.
Methodologies and assumptions used depend on the risk terms and characteristics of instruments and include the following as a summary:
| - | Cash equivalent approximates fair value due to the short-term maturities of these instruments. |
| - | The fair value of trade receivables, current is considered to be equal to the carrying amount due to the maturity of such accounts at short-term. |
| - | Other current financial liabilities are considered at fair value equal to their carrying values. |
| - | For interest-bearing liabilities with original maturity of more than a year, fair values are calculated at discounting contractual cash flows at their original current market with similar terms. |
| - | The fair value of debt is considered in Level 2. |
| - | For forward and swap contracts, fair value is determined using quoted market prices of financial instruments with similar characteristics. |
| F-96 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 10 | Financial instruments (continued) |
| 10.10 | Estimated fair value of financial instruments and financial derivatives, continued |
The detail of the Company’s instruments at carrying value and estimated fair value is as follows:
| 12/31/2015 | 12/31/2014 | |||||||||||||||
| Carrying value ThUS$ | Fair value ThUS$ | Carrying value ThUS$ | Fair value ThUS$ | |||||||||||||
| Cash and cash equivalents | 527,259 | 527,259 | 354,566 | 354,566 | ||||||||||||
| Current trade and other receivables | 302,225 | 302,225 | 340,830 | 340,830 | ||||||||||||
| Receivables due from related parties, current | 99,907 | 99,907 | 134,506 | 134,506 | ||||||||||||
| Other financial assets, current: | ||||||||||||||||
| - Time deposits | 617,267 | 617,267 | 653,442 | 653,442 | ||||||||||||
| - Derivative instruments | 19,058 | 19,058 | 17,160 | 17,160 | ||||||||||||
| Total other current financial assets | 636,325 | 636,325 | 670,602 | 670,602 | ||||||||||||
| Non-Current Trade Receivables | 1,050 | 1,050 | 2,044 | 2,044 | ||||||||||||
| Other non-current financial assets: | 486 | 486 | 427 | 427 | ||||||||||||
| Other non-current financial assets: | 486 | 486 | 427 | 427 | ||||||||||||
| Other financial liabilities, current: | ||||||||||||||||
| - Bank loans | 178,183 | 178,183 | 191,116 | 191,116 | ||||||||||||
| - Derivative instruments | 981 | 981 | 1,791 | 1,791 | ||||||||||||
| - Hedging liabilities | 1,774 | 1,774 | 812 | 812 | ||||||||||||
| - Unsecured obligations | 221,092 | 221,092 | 19,453 | 19,453 | ||||||||||||
| Other financial liabilities, current | 402,030 | 402,030 | 213,172 | 213,172 | ||||||||||||
| Current and non-current accounts payable | 136,840 | 136,840 | 145,160 | 145,160 | ||||||||||||
| Payables due to related parties, non-current | 435 | 435 | 231 | 231 | ||||||||||||
| Other non-current financial liabilities: | ||||||||||||||||
| - Bank loans | 140,000 | 160,265 | 219,838 | 180,756 | ||||||||||||
| - Unsecured obligations | 1,077,172 | 1,221,002 | 1,317,429 | 1,584,237 | ||||||||||||
| - Non-current hedging liabilities | 73,031 | 73,031 | 36,958 | 36,958 | ||||||||||||
| Other non-current financial liabilities: | 1,290,203 | 1,454,298 | 1,574,225 | 1,801,951 | ||||||||||||
Fair value hierarchy
Fair value hierarchies are as follows:
| a) | Level 1: When only quoted (unadjusted) prices have been used in active markets. |
| b) | Level 2: When in a phase in the valuation process variable other than prices quoted in Level 1 have been used which are directly observable in markets. |
| c) | Level 3: When in a phase in the valuation process variable which are not based in observable market data have been used. |
The valuation technique used to determine the fair value of our hedging instruments is that indicated for Level 2.
| 10.11 | Nature and scope of risks arising from financing instruments |
As indicated in paragraphs 33 to 42 of IFRS 7 the disclosure of information associated with the nature and scope of risks arising from financial instruments is presented in Note 4 - Financial Risk Management.
| F-97 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 11 | Equity-accounted investees |
| 11.1 | Investments in associates recognized according to the equity method of accounting |
As of December 31, 2015 and December 31, 2014, in accordance with criteria established in Note 3.19, investment in associates recognized according to the equity method of accounting and joint ventures are as follows:
| Associates | Equity-accounted investees | Share on profit (loss) of associates
and joint ventures accounted for using the equity method | Share on other comprehensive income of associates and joint ventures accounted for using the equity method, net of tax | Share on total other comprehensive income of associates and joint ventures accounted for using the equity method | ||||||||||||||||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||
| Sales de Magnesio Ltda, | 1,535 | 1,159 | 819 | 942 | 1,005 | - | - | 819 | 942 | 1,005 | ||||||||||||||||||||||||||||||
| Abu Dhabi Fertilizer Industries WWL | 11,766 | 10,269 | 1,455 | 1,783 | 1,596 | 455 | - | 1,910 | 1,783 | 1,596 | ||||||||||||||||||||||||||||||
| Doktor Tarsa Tarim Sanayi AS | 15,032 | 14,869 | 2,505 | 4,138 | 2,192 | - | - | 2,505 | 4,138 | 2,192 | ||||||||||||||||||||||||||||||
| Ajay North America | 12,913 | 13,530 | 3,600 | 6,188 | 7,919 | - | - | 3,600 | 6,188 | 7,919 | ||||||||||||||||||||||||||||||
| Ajay Europe SARL | 7,202 | 8,004 | 1,732 | 2,570 | 3,825 | (21 | ) | (30 | ) | 1,711 | 2,540 | 3,825 | ||||||||||||||||||||||||||||
| SQM Eastmed Turkey | 70 | 88 | (4 | ) | (21 | ) | 132 | - | - | (4 | ) | (21 | ) | 132 | ||||||||||||||||||||||||||
| Charlee SQM Thailand Co, Ltd, | 1,318 | 1,804 | 122 | 158 | 237 | 89 | - | 210 | 158 | 237 | ||||||||||||||||||||||||||||||
| Total | 49,836 | 49,723 | 10,229 | 15,758 | 16,906 | 523 | (30 | ) | 10,751 | 15,728 | 16,906 | |||||||||||||||||||||||||||||
| Description of the nature of the | Country of | Share of ownership in | Dividends received | |||||||||||||||
| Associate | relationship | Domicile | incorporation | associates | 12/31/2015 | 12/31/2014 | ||||||||||||
| ThUS$ | ThUS$ | |||||||||||||||||
| Sales de Magnesio Ltda. | Commercialization of magnesium salts. | El Trovador 4285, Las Condes | Chile | 50 | % | 286 | 1,245 | |||||||||||
| Abu Dhabi Fertilizer Industries WWL | Distribution and commercialization of specialty plant nutrients in the Middle East. | PO Box 71871, Abu Dhabi | United Arab Emirates | 37 | % | - | - | |||||||||||
| Doktor Tarsa Tarim Sanayi AS | Distribution and commercialization of specialty plant nutrients in Turkey. | Organize Sanayi Bolgesi, Ikinci Kisim, 22 cadde TR07100 Antalya | Turkey | 50 | % | - | - | |||||||||||
| Ajay North America | Production and commercialization of iodine derivatives. | 1400 Industry RD Power Springs GA 30129 | United States | 49 | % | 5,185 | 7,139 | |||||||||||
| Ajay Europe SARL | Production and commercialization of iodine derivatives. | Z.I. du Grand Verger BP 227 53602 Evron Cedex | France | 50 | % | 1,748 | 2,728 | |||||||||||
| SQM Eastmed Turkey | Production and commercialization of specialty products. | Organize Sanayi Bolgesi, Ikinci Kisim, 22 cadde TR07100 Antalya | Turkey | 50 | % | - | - | |||||||||||
| Charlee SQM Thailand Co. Ltd. | Distribution and commercialization of specialty plant nutrients. | 31 Soi 138 (Meesuk) LLapdrawrd, Bangkapi, 10240 Bangkok | Thailand | 40 | % | 296 | - | |||||||||||
| F-98 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 11 | Equity-accounted investees (continued) |
| 11.2 | Assets, liabilities, revenue and expenses of associates |
| 12/31/2015 | ||||||||||||||||||||||||||||||||
| Gain (loss) from | Other | |||||||||||||||||||||||||||||||
| Assets | Liabilities | continuing | comprehensive | Comprehensive | ||||||||||||||||||||||||||||
| Current | Non-current | Current | Non-current | Revenue | operations | income | income | |||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sales de Magnesio Ltda. | 4,141 | 825 | 1,881 | 16 | 11,982 | 1,638 | - | 1,638 | ||||||||||||||||||||||||
| Abu Dhabi Fertilizer Industries WWL | 33,770 | 2,529 | 4,499 | - | 46,609 | 3,932 | 1,230 | 5,162 | ||||||||||||||||||||||||
| Doktor Tarsa Tarim Sanayi AS | 103,099 | 7,555 | 80,588 | - | 64,374 | 5,009 | - | 5,009 | ||||||||||||||||||||||||
| Ajay North America | 18,651 | 10,619 | 2,917 | - | 43,453 | 7,347 | - | 7,347 | ||||||||||||||||||||||||
| Ajay Europe SARL | 18,979 | 1,661 | 6,239 | - | 40,484 | 3,464 | (42 | ) | 3,422 | |||||||||||||||||||||||
| SQM Eastmed Turkey | 976 | 380 | 27 | 1,189 | - | (8 | ) | - | (8 | ) | ||||||||||||||||||||||
| Charlee SQM Thailand Co. Ltd. | 7,418 | 566 | 4,687 | - | 12,524 | 304 | 222 | 526 | ||||||||||||||||||||||||
| Total | 187,034 | 24,135 | 100,838 | 1,205 | 219,516 | 21,686 | 1,410 | 23,096 | ||||||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||||||||
| Gain (loss) from | Other | |||||||||||||||||||||||||||||||
| Assets | Liabilities | continuing | comprehensive | Comprehensive | ||||||||||||||||||||||||||||
| Current | Non-current | Current | Non-current | Revenue | operations | income | income | |||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sales de Magnesio Ltda. | 3,957 | 481 | 2,099 | 22 | 12,750 | 1,883 | - | 1,883 | ||||||||||||||||||||||||
| Abu Dhabi Fertilizer Industries WWL | 31,010 | 2,795 | 6,048 | - | 53,186 | 4,819 | - | 4,819 | ||||||||||||||||||||||||
| Doktor Tarsa Tarim Sanayi AS | 75,497 | 10,099 | 39,515 | 16,344 | 83,397 | 8,275 | - | 8,275 | ||||||||||||||||||||||||
| Ajay North America | 20,912 | 10,269 | 3,568 | - | 60,101 | 12,628 | - | 12,628 | ||||||||||||||||||||||||
| Ajay Europe SARL | 21,929 | 2,103 | 8,023 | - | 51,687 | 5,142 | (59 | ) | 5,083 | |||||||||||||||||||||||
| SQM Eastmed Turkey | 10 | 228 | 62 | - | - | (42 | ) | - | (42 | ) | ||||||||||||||||||||||
| Charlee SQM Thailand Co. Ltd. | 8,279 | 669 | 4,435 | - | 12,968 | 394 | - | 394 | ||||||||||||||||||||||||
| Total | 161,594 | 26,644 | 63,750 | 16,366 | 274,089 | 33,099 | (59 | ) | 33,040 | |||||||||||||||||||||||
| F-99 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 11 | Equity-accounted investees (continued) |
| 11.2 | Assets, liabilities, revenue and expenses of associates |
| 12/31/2013 | ||||||||||||||||||||||||||||||||
| Gain (loss) from | Other | |||||||||||||||||||||||||||||||
| Assets | Liabilities | continuing | comprehensive | Comprehensive | ||||||||||||||||||||||||||||
| Current | Non-current | Current | Non-current | Revenue | operations | income | income | |||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sales de Magnesio Ltda. | 4,519 | 309 | 1,512 | 18 | 14,370 | 2,009 | - | 2,009 | ||||||||||||||||||||||||
| Abu Dhabi Fertilizer Industries WWL | 26,645 | 2,321 | 6,059 | - | 44,689 | 3,192 | - | 3,192 | ||||||||||||||||||||||||
| Doktor Tarsa Tarim Sanayi AS | 67,603 | 6,563 | 37,696 | 6,082 | 73,905 | 4,385 | - | 4,385 | ||||||||||||||||||||||||
| Ajay North America | 23,728 | 9,289 | 6,230 | - | 72,297 | 16,161 | - | 16,161 | ||||||||||||||||||||||||
| Ajay Europe SARL | 22,247 | 2,370 | 8,770 | - | 67,361 | 7,649 | - | 7,649 | ||||||||||||||||||||||||
| SQM Eastmed Turkey | 149 | 305 | 169 | - | 139 | 265 | - | 265 | ||||||||||||||||||||||||
| Charlee SQM Thailand Co. Ltd. | 6,104 | 572 | 2,706 | - | 19,179 | 593 | - | 593 | ||||||||||||||||||||||||
| Total | 150,995 | 21,729 | 63,142 | 6,100 | 291,940 | 34,254 | - | 34,254 | ||||||||||||||||||||||||
| F-100 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 11 | Investment in Associates (continued) |
| 11.3 | Other information |
The Company has no participation in unrecognized losses in investments in associates.
The Company presents no investments unaccounted for according to the equity method of accounting.
The equity method was applied to the Statement of Financial Position as of December 31, 2015 and December 31, 2014.
The basis of preparation of the financial information of associates corresponds to the amounts included in the financial statements in conformity with the entity’s IFRS.
| Note 12 | Joint Ventures |
| 12.1 | Policy for the accounting of equity accounted investment in joint ventures |
The method for the recognition of joint ventures is that in which participation is initially recorded at cost, and subsequently adjusted, considering changes after the acquisition in the portion of the entity’s net assets of the entity which correspond to the investor. Profit or loss for the period of the investor will collect the portion which belongs to it in the results of the controlled entity as a whole.
| 12.2 | Disclosures of interest in joint ventures |
| a) | Operations conducted in 2015 |
During June 2015, SQM Vitas Fzco. sold the ownership it had in SQM Vitas Southern Africa Pty., generating a loss of ThUS$450.
| b) | Operations conducted in 2014 |
During the second quarter of 2014, SQM Industrial S.A. received a reimbursement of capital amounting to ThUS$2,011 from SQM Vitas Fzco, resulting in a decrease capital, and maintaining the interest in this Company.
| F-101 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 12 | Joint Ventures (continued) |
| 12.3 | Investment in joint ventures accounted for under the equity method of accounting |
| Country of | Share of interest | Dividends received | ||||||||||||||||
| Joint venture | Description of the nature of the relationship | Domicile | incorporation | in ownership | 12/31/2015 | 12/31/2014 | ||||||||||||
| ThUS$ | ThUS$ | |||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | Production and distribution of soluble fertilizers. | Huangjing Road, Dawan Town, Qingbaijiang District, Chengdu Municipality, Sichuan Province | China | 50 | % | - | - | |||||||||||
| Coromandel SQM India | Production and distribution of potassium nitrate. | 1-2-10, Sardar Patel Road, Secunderabad – 500003 Andhra Pradesh | India | 50 | % | - | - | |||||||||||
| SQM Vitas Fzco. | Production and commercialization of specialty plant and animal nutrition and industrial hygiene. | Jebel ALI Free Zone P.O. Box 18222, Dubai | United Arab Emirates | 50 | % | - | - | |||||||||||
| SQM Star Qingdao Corp Nutrition. Co. Ltd. | Production and distribution of nutrient plant solutions with specialties NPK soluble | Longquan Town, Jimo City, Qingdao Municipality, Shangdong Province | China | 50 | % | - | - | |||||||||||
| SQM Vitas Brazil Agroindustria | Production and commercialization of specialty plant and animal nutrition and industrial hygiene. | Via Cndeias, Km. 01 Sem Numero, Lote 4, Bairro Cia Norte, Candeias, Bahia. | Brazil | 49.99 | % | - | - | |||||||||||
| SQM Vitas Southern Africa Pty. | Production and commercialization of specialty plant and animal nutrition and industrial hygiene | 33 Waterford Office Park Waterford Drive Fourways, 2055 South Africa | South Africa | 50 | % | - | - | |||||||||||
| SQM Vitas Peru S.A.C. | Production and commercialization of specialty plant and animal nutrition and industrial hygiene | Av. Juan de Arona 187, Torre B, Oficina 301-II, San Isidro, Lima | Peru | 50 | % | - | - | |||||||||||
| SQM Vitas Spain | Production and commercialization of specialty plant nutrition | C/Manuel Echeverria Manzana 2 Muelle de la Cab ( Puerto Real ) | Spain | 50 | % | - | - | |||||||||||
| SQM Vitas Holland | Without information | Herikerbergweg 238, 1101 CM Amsterdam Zuidoost | Holland | 50 | % | - | - | |||||||||||
| SQM Vitas Plantacote B.V. | Production and commercialization of controlled-released fertilizers | Herikerbergweg 238, 1101 CM Amsterdam Zuidoost | Holland | 50 | % | - | - | |||||||||||
| F-102 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 12 | Joint Ventures (continued) |
| 12.3 | Investment in joint ventures accounted for under the equity method of accounting, continued: |
| Joint Venture | Equity-accounted investees | Share on profit (loss) of associates
and joint ventures accounted for using the equity method | ||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltd. | 13,257 | 12,819 | 11,504 | (845 | ) | (414 | ) | 255 | ||||||||||||||||
| Coromandel SQM India | 962 | 754 | 801 | 88 | 128 | 90 | ||||||||||||||||||
| SQM Vitas Fzco, | 11,604 | 9,189 | 12,762 | 369 | 2,049 | 1,807 | ||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | 2,462 | 1,969 | 1,475 | 495 | 494 | 396 | ||||||||||||||||||
| SQM Vitas Holland | 1,181 | 1,324 | (599 | ) | (10 | ) | 101 | - | ||||||||||||||||
| Total | 29,466 | 26,055 | 25,943 | 97 | 2,358 | 2,548 | ||||||||||||||||||
| Joint Venture | Share on other comprehensive income
of associates and joint ventures accounted for using the equity method, net of tax | Share on total other comprehensive income of associates and joint ventures accounted for using the equity method | ||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltd. | (12 | ) | (1 | ) | 13 | (857 | ) | (415 | ) | 267 | ||||||||||||||
| Coromandel SQM India | - | - | - | 88 | 128 | 89 | ||||||||||||||||||
| SQM Vitas Fzco, | 9,686 | (457 | ) | (339 | ) | 10,055 | 1,592 | 1,467 | ||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | - | - | - | 495 | 494 | 395 | ||||||||||||||||||
| SQM Vitas Holland | - | - | - | (11 | ) | 101 | (667 | ) | ||||||||||||||||
| Total | 9,674 | (458 | ) | (326 | ) | 9,770 | 1,900 | 1,551 | ||||||||||||||||
| F-103 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 12 Joint Ventures (continued)
| 12.3 | Investment in joint ventures accounted for under the equity method of accounting, continued: |
| Joint Venture | Equity-accounted investees | Share on profit (loss) of associates and joint ventures accounted for using the equity method | ||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| SQM Vitas Brazil (1) | 3,722 | 5,670 | 4,747 | (72 | ) | 1,045 | 2,538 | |||||||||||||||||
| SQM Vitas Peru (1) | 5,061 | 4,993 | 4,314 | 786 | 948 | (224 | ) | |||||||||||||||||
| SQM Vitas Southern Africa (1) | - | 180 | 1,096 | - | (907 | ) | 55 | |||||||||||||||||
| SQM Vitas Spain (2) | 1,182 | 1,023 | - | (251 | ) | 291 | - | |||||||||||||||||
| SQM Vitas Plantacote B.V. (2) | 3,598 | 1,135 | - | 215 | 1 | - | ||||||||||||||||||
| Total | 13,563 | 13,001 | 10,157 | 678 | 1,378 | 2,369 | ||||||||||||||||||
| Joint Venture | Share on other comprehensive income of associates and joint ventures accounted for using the equity method, net of tax | Share on total other comprehensive income of associates and joint ventures accounted for using the equity method | ||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| SQM Vitas Brazil (1) | - | - | - | (36 | ) | 522 | 1,152 | |||||||||||||||||
| SQM Vitas Peru (1) | - | - | - | 393 | 474 | 93 | ||||||||||||||||||
| SQM Vitas Southern Africa (1) | - | - | - | - | (453 | ) | 102 | |||||||||||||||||
| SQM Vitas Spain (2) | - | - | - | 109 | 145 | (177 | ) | |||||||||||||||||
| SQM Vitas Plantacote B.V. (2) | - | - | - | (125 | ) | - | (385 | ) | ||||||||||||||||
| Total | - | - | - | 341 | 688 | 785 | ||||||||||||||||||
The companies in the table above are subsidiaries of:
(1) SQM Vitas Fzco.
(2) SQM Vitas Holland
| F-104 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 12 Joint Ventures (continued)
12.4 Assets, liabilities, revenue and expenses from joint ventures:
| 12/31/2015 | ||||||||||||||||||||||||||||||||
| Assets | Liabilities | Gain (loss) from continuing | Other comprehensive | Comprehensive | ||||||||||||||||||||||||||||
| Joint Venture | Current | Non-current | Current | Non-current | Revenue | operations | income | income | ||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | 56,053 | 8,023 | 37,563 | - | 65,929 | (1,689 | ) | (24 | ) | (1,713 | ) | |||||||||||||||||||||
| Coromandel SQM India | 3,738 | 924 | 2,668 | 70 | 5,816 | 176 | - | 176 | ||||||||||||||||||||||||
| SQM Vitas Fzco. | 14,096 | 10,575 | 1,464 | - | 17,893 | 738 | 19,371 | 20,109 | ||||||||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | 5,100 | 202 | 377 | - | 10,539 | 990 | - | 990 | ||||||||||||||||||||||||
| SQM Vitas Brazil | 32,449 | 6,638 | 35,365 | - | 67,870 | (72 | ) | - | (72 | ) | ||||||||||||||||||||||
| SQM Vitas Peru | 24,432 | 6,562 | 25,933 | - | 45,739 | 786 | - | 786 | ||||||||||||||||||||||||
| SQM Vitas Spain | 1,662 | 729 | 1,208 | - | 11,875 | 218 | - | 218 | ||||||||||||||||||||||||
| SQM Vitas Holland | 428 | 1,955 | 18 | - | - | (21 | ) | - | (21 | ) | ||||||||||||||||||||||
| SQM Vitas Plantacote B.V. | 802 | - | 30 | - | - | (250 | ) | - | (250 | ) | ||||||||||||||||||||||
| Total | 138,760 | 35,608 | 104,626 | 70 | 225,661 | 876 | 19,347 | 20,223 | ||||||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||||||||
| Assets | Liabilities | Gain (loss) from continuing | Other comprehensive | Comprehensive | ||||||||||||||||||||||||||||
| Joint Venture | Current | Non-current | Current | Non-current | Revenue | operations | income | income | ||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | 61,381 | 8,734 | 44,478 | - | 95,292 | (829 | ) | (2 | ) | (831 | ) | |||||||||||||||||||||
| Coromandel SQM India | 4,820 | 1,043 | 4,294 | 63 | 6,723 | 256 | - | 214 | ||||||||||||||||||||||||
| SQM Vitas Fzco. | 6,366 | 13,611 | 1,600 | - | 25,485 | 4,098 | (913 | ) | 3,185 | |||||||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | 4,363 | 229 | 634 | 20 | 9,496 | 988 | - | 988 | ||||||||||||||||||||||||
| SQM Vitas Brazil | 39,006 | 8,644 | 41,980 | - | 83,022 | 1,046 | - | 1,046 | ||||||||||||||||||||||||
| SQM Vitas Peru | 25,346 | 3,146 | 23,463 | 35 | 39,321 | 949 | - | 949 | ||||||||||||||||||||||||
| SQM Vitas Southern Africa | 3,703 | 720 | 4,243 | - | 17,117 | (907 | ) | - | (907 | ) | ||||||||||||||||||||||
| SQM Vitas Spain | 2,066 | 808 | 1,851 | - | 10,969 | 252 | - | 252 | ||||||||||||||||||||||||
| SQM Vitas Holland | 512 | 2,158 | 19 | - | - | 204 | - | 350 | ||||||||||||||||||||||||
| SQM Vitas Plantacote B.V. | 1,529 | 6 | 401 | - | 4,010 | 1 | - | 1 | ||||||||||||||||||||||||
| Total | 149,092 | 39,099 | 122,963 | 118 | 291,435 | 6,058 | (915 | ) | 5,143 | |||||||||||||||||||||||
| F-105 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 12 Joint Ventures (continued)
12.4 Assets, liabilities, revenue and expenses from joint ventures:
| 12/31/2013 | ||||||||||||||||||||||||||||||||
| Joint Venture | Current | Non-current | Current | Non-current | ||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | 68,241 | 9,414 | 54,650 | - | 41,744 | 509 | 26 | 535 | ||||||||||||||||||||||||
| Coromandel SQM India | 4,545 | 1,158 | 4,037 | 63 | 7,842 | 179 | - | 179 | ||||||||||||||||||||||||
| SQM Vitas Fzco. | 12,790 | 13,772 | 1,039 | - | 18,779 | 3,614 | (679 | ) | 2,935 | |||||||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | 3,570 | 228 | 838 | 10 | 7,649 | 791 | - | 791 | ||||||||||||||||||||||||
| SQM Vitas Brazil | 31,243 | 7,158 | 25,615 | 8,039 | 87,927 | 2,305 | - | 2,305 | ||||||||||||||||||||||||
| SQM Vitas Peru | 21,481 | 1,722 | 18,890 | - | 35,267 | 185 | - | 185 | ||||||||||||||||||||||||
| SQM Vitas Southern Africa | 5,164 | 829 | 4,896 | - | 21,234 | 204 | - | 204 | ||||||||||||||||||||||||
| SQM Vitas Spain | 1,318 | 949 | 2,492 | - | 1,854 | (355 | ) | - | (355 | ) | ||||||||||||||||||||||
| SQM Vitas Holland | 95 | - | 316 | 977 | - | (1,335 | ) | - | (1,335 | ) | ||||||||||||||||||||||
| SQM Vitas Plantacote B.V. | 1,323 | 6,548 | 8,623 | - | 2,157 | (770 | ) | - | (770 | ) | ||||||||||||||||||||||
| Total | 149,770 | 41,778 | 121,396 | 9,089 | 224,453 | 5,327 | (653 | ) | 4,674 | |||||||||||||||||||||||
12.5 Other Joint Venture disclosures:
| Cash and cash equivalents | Other current financial liabilities | Other non-current financial liabilities | ||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | 12/31/2015 | 12/31/2014 | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$$ | |||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | 737 | 234 | 13,955 | - | - | - | ||||||||||||||||||
| Coromandel SQM India | 63 | 69 | 1,027 | 158 | - | - | ||||||||||||||||||
| SQM Vitas Fzco. | 7,574 | 12,043 | - | - | - | - | ||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | 3,870 | 2,487 | - | - | - | - | ||||||||||||||||||
| SQM Vitas Brazil | 827 | 1,312 | 11,215 | 8,488 | - | - | ||||||||||||||||||
| SQM Vitas Peru | 160 | 605 | - | - | - | - | ||||||||||||||||||
| SQM Vitas Southern Africa | - | 448 | - | - | - | - | ||||||||||||||||||
| SQM Vitas Spain | 272 | 34 | - | - | - | - | ||||||||||||||||||
| SQM Vitas Holland | 428 | 149 | - | - | - | - | ||||||||||||||||||
| SQM Vitas Plantacote B.V. | 802 | 458 | - | - | - | - | ||||||||||||||||||
| Total | 14,733 | 17,839 | 26,197 | 8,646 | - | - | ||||||||||||||||||
| F-106 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 12 Joint Ventures (continued)
12.5 Other Joint Venture disclosures:
| Depreciation and amortization expense | Interest expense | Income tax expense, continuing operations | ||||||||||||||||||||||||||||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Sichuan SQM Migao Chemical Fertilizers Co. Ltda. | (687 | ) | (680 | ) | (549 | ) | (241 | ) | (831 | ) | (813 | ) | 233 | 212 | (12 | ) | ||||||||||||||||||||
| Coromandel SQM India | (69 | ) | (70 | ) | (2 | ) | (73 | ) | (47 | ) | (87 | ) | (89 | ) | (122 | ) | (92 | ) | ||||||||||||||||||
| SQM Vitas Fzco. | (1,067 | ) | (1,032 | ) | (1,001 | ) | (10 | ) | (38 | ) | (16 | ) | - | - | - | |||||||||||||||||||||
| SQM Star Qingdao Corp. Nutrition Co. Ltd. | (66 | ) | (60 | ) | (71 | ) | (2 | ) | (1 | ) | - | (378 | ) | (331 | ) | (242 | ) | |||||||||||||||||||
| SQM Vitas Brazil | (29 | ) | (405 | ) | (328 | ) | (1,651 | ) | (1,310 | ) | (931 | ) | (49 | ) | 220 | - | ||||||||||||||||||||
| SQM Vitas Peru | (29 | ) | (136 | ) | (82 | ) | - | (15 | ) | (445 | ) | (370 | ) | (243 | ) | 91 | ||||||||||||||||||||
| SQM Vitas Southern Africa | - | (82 | ) | (67 | ) | - | (44 | ) | (104 | ) | - | (156 | ) | - | ||||||||||||||||||||||
| SQM Vitas Spain | (116 | ) | (113 | ) | - | (4 | ) | (17 | ) | (14 | ) | (73 | ) | - | - | |||||||||||||||||||||
| SQM Vitas Holland | - | - | - | (2 | ) | (6 | ) | (2 | ) | - | - | - | ||||||||||||||||||||||||
| SQM Vitas Plantacote B.V. | - | (2 | ) | - | (3 | ) | (181 | ) | (176 | ) | - | - | - | |||||||||||||||||||||||
| Total | (2,063 | ) | (2,580 | ) | (2,100 | ) | (1,986 | ) | (2,490 | ) | (2,588 | ) | (726 | ) | (420 | ) | (255 | ) | ||||||||||||||||||
The basis of preparation of the financial information of joint ventures corresponds to the amounts included in the financial statements in conformity with the entity’s IFRS.
| F-107 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill
13.1 Balances
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Intangible assets other than goodwill | 110,428 | 114,735 | ||||||
| Goodwill (1) | 38,388 | 38,388 | ||||||
| Total | 148,816 | 153,123 | ||||||
| (1) | The recoverable amount of the cash-generating unit has been determined based on a calculation of the value in use which used cash flow projections for a 5-year period. |
The present value of the future cash flows generated by these assets has been estimated given a variance in sales volumes, market prices and costs, discounted at weighted average cost of capital (WACC).
13.2 Disclosures on intangible assets and goodwill
Intangible assets relate to goodwill, water rights, trademarks, industrial patents, rights of way, software, and mining claims which correspond to exploitation rights acquired from third-parties.
Balances and movements in the main classes of intangible assets as of December 31, 2015 and December 31, 2014 are detailed as follows:
| 12/31/2015 | ||||||||||||||
| Intangible assets and goodwill | Useful life | Gross amount ThUS$ | Accumulated Amortization ThUS$ | Net Value ThUS$ | ||||||||||
| Trademarks | Finite | 3,821 | (3,821 | ) | - | |||||||||
| Software | Finite | 23,251 | (13,438 | ) | 9,813 | |||||||||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | Finite | 1,448 | (984 | ) | 464 | |||||||||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | Indefinite | 96,500 | - | 96,500 | ||||||||||
| Other intangible assets | Indefinite | 3,651 | - | 3,651 | ||||||||||
| Intangible assets other than goodwill | 128,671 | (18,243 | ) | 110,428 | ||||||||||
| Goodwill | Indefinite | 38,388 | - | 38,388 | ||||||||||
| Total intangible assets and goodwill | 167,059 | (18,243 | ) | 148,816 | ||||||||||
| F-108 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
| 12/31/2014 | ||||||||||||||
| Intangible assets and goodwill | Useful life | Gross amount ThUS$ | Accumulated Amortization ThUS$ | Net Value ThUS$ | ||||||||||
| Trademarks | Finite | 3,821 | (3,821 | ) | - | |||||||||
| Software | Finite | 23,062 | (9,996 | ) | 13,066 | |||||||||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | Finite | 1,524 | (939 | ) | 585 | |||||||||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | Indefinite | 97,386 | - | 97,386 | ||||||||||
| Other intangible assets | Indefinite | 3,698 | - | 3,698 | ||||||||||
| Intangible assets other than goodwill | 129,491 | (14,756 | ) | 114,735 | ||||||||||
| Goodwill | Indefinite | 38,388 | - | 38,388 | ||||||||||
| Total intangible assets and goodwill | 167,879 | (14,756 | ) | 153,123 | ||||||||||
a) Estimated useful lives or amortization rates used for finite identifiable intangible assets
Finite useful life measures the lifetime or the number of productive units or other similar variables which constitute its useful life.
The estimated useful life for software is between three and six years, For other finite useful life assets, the period in which they are amortized relates to periods defined by contracts or rights which generate them.
Intellectual property rights, patents and other industrial property rights, service and exploitation rights, mainly relate to water rights and are obtained as indefinite.
b) Method used to express the amortization of identifiable intangible assets (life or rate)
The method used to express the amortization is useful life, and estimated tons to be extracted in the case of mining claims.
| F-109 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
c) Minimum and maximum amortization lives or rates of intangible assets:
| Estimated useful lives or amortization rate | Minimum life or rate | Maximum life or rate | ||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | Indefinite | Indefinite | ||
| Intangible assets other than goodwill | Indefinite | Indefinite | ||
| Intellectual property rights, patents and other industrial property rights, service and exploitation rights | 1 year | 16 years | ||
| Trademarks | 1 year | 5 years | ||
| Software | 2 years | 6 years |
d) Information to be disclosed on assets generated internally
The Company has no intangible assets generated internally.
e) Other information to disclose on intangible assets
SQM has property rights and mining concessions of the Chilean Government, intended for the exploration and exploitation of saltpeter and brine. Such rights, have had no initial cost over registration costs, which are insignificant.
Also, SQM has acquired from third-parties other than the Chilean Government, mining concessions, which have been recognized at acquisition cost, which are amortized as the corresponding area is exploited based on the tons estimated to be extracted.
Expenses prior to obtaining the mining concessions are recognized in profit or loss for the year as incurred.
| F-110 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
f) Movements in identifiable intangible assets as of December 31, 2015:
| Movements in identifiable intangible assets, gross | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | 3,821 | 23,062 | 1,524 | 97,386 | 3,698 | 38,388 | 167,879 | |||||||||||||||||||||
| Additions | - | 189 | 15 | - | - | - | 204 | |||||||||||||||||||||
| Other increases (decreases) | - | - | (91 | ) | (886 | ) | (47 | ) | - | (1,024 | ) | |||||||||||||||||
| Final balance | 3,821 | 23,251 | 1,448 | 96,500 | 3,651 | 38,388 | 167,059 | |||||||||||||||||||||
| Movements in identifiable intangible assets, accumulated amortization | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | (3,821 | ) | (9,996 | ) | (939 | ) | - | - | - | (14,756 | ) | |||||||||||||||||
| Additions | - | - | - | - | - | - | - | |||||||||||||||||||||
| Amortization | - | (3,432 | ) | (45 | ) | - | - | - | (3,477 | ) | ||||||||||||||||||
| Other increases (decreases) | - | (10 | ) | - | - | - | - | (10 | ) | |||||||||||||||||||
| Final balance | (3,821 | ) | (13,438 | ) | (984 | ) | - | - | - | (18,243 | ) | |||||||||||||||||
| F-111 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
f) Movements in identifiable intangible assets as of December 31, 2015, continued
| Movements in identifiable intangible assets, net | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | - | 13,066 | 585 | 97,386 | 3,698 | 38,388 | 153,123 | |||||||||||||||||||||
| Additions | - | 189 | 15 | - | - | - | 204 | |||||||||||||||||||||
| Amortization | - | (3,432 | ) | (45 | ) | - | - | - | (3,477 | ) | ||||||||||||||||||
| Other increases (decreases) | - | (10 | ) | (91 | ) | (886 | ) | (47 | ) | - | (1,034 | ) | ||||||||||||||||
| Final balance | - | 9,813 | 464 | 96,500 | 3,651 | 38,388 | 148,816 | |||||||||||||||||||||
g) Movements in identifiable intangible assets as of December 31, 2014:
| Movements in identifiable intangible assets, gross | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | 3,821 | 5,342 | 1,576 | 97,392 | 4,081 | 38,388 | 150,600 | |||||||||||||||||||||
| Additions | - | 14,462 | - | - | - | - | 14,462 | |||||||||||||||||||||
| Other increases (decreases) | - | 3,258 | (52 | ) | (6 | ) | (383 | ) | - | 2,817 | ||||||||||||||||||
| Final balance | 3,821 | 23,062 | 1,524 | 97,386 | 3,698 | 38,388 | 167,879 | |||||||||||||||||||||
| F-112 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
g) Movements in identifiable intangible assets as of December 31, 2014:
| Movements in identifiable intangible assets, accumulated amortization | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | (3,821 | ) | (3,146 | ) | (882 | ) | - | - | - | (7,849 | ) | |||||||||||||||||
| Additions | - | - | - | - | - | - | - | |||||||||||||||||||||
| Amortization | - | (3,547 | ) | (58 | ) | - | - | - | (3,605 | ) | ||||||||||||||||||
| Other increases (decreases) | - | (3,303 | ) | 1 | - | - | - | (3,302 | ) | |||||||||||||||||||
| Final balance | (3,821 | ) | (9,996 | ) | (939 | ) | - | - | - | (14,756 | ) | |||||||||||||||||
| Movements in identifiable intangible assets, net | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | - | 2,196 | 694 | 97,392 | 4,081 | 38,388 | 142,751 | |||||||||||||||||||||
| Additions | - | 14,462 | - | - | - | - | 14,462 | |||||||||||||||||||||
| Amortization | - | (3,547 | ) | (58 | ) | - | - | - | (3,605 | ) | ||||||||||||||||||
| Other increases (decreases) | - | (45 | ) | (51 | ) | (6 | ) | (383 | ) | - | (485 | ) | ||||||||||||||||
| Final balance | - | 13,066 | 585 | 97,386 | 3,698 | 38,388 | 153,123 | |||||||||||||||||||||
| F-113 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
h) Movements in identifiable intangible assets as of December 31, 2013:
| Movements in identifiable intangible assets, gross | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | 3,821 | 3,446 | 5,340 | 93,996 | 1,360 | 38,388 | 146,351 | |||||||||||||||||||||
| Additions | - | 1,576 | 377 | 3,396 | 2,721 | - | 8,070 | |||||||||||||||||||||
| Other increases (decreases) | - | 320 | (4,141 | ) | - | - | - | (3,821 | ) | |||||||||||||||||||
| Final balance | 3,821 | 5,342 | 1,576 | 97,392 | 4,081 | 38,388 | 150,600 | |||||||||||||||||||||
| Movements in identifiable intangible assets, accumulated amortization | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | (3,821 | ) | (1,796 | ) | (4,962 | ) | - | - | - | (10,579 | ) | |||||||||||||||||
| Additions | - | - | - | - | - | - | - | |||||||||||||||||||||
| Amortization | - | (1,019 | ) | (61 | ) | - | - | - | (1,080 | ) | ||||||||||||||||||
| Other increases (decreases) | - | (331 | ) | 4,141 | - | - | - | 3,810 | ||||||||||||||||||||
| Final balance | (3,821 | ) | (3,146 | ) | (882 | ) | - | - | - | (7,849 | ) | |||||||||||||||||
| F-114 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 13 Intangible assets and goodwill (continued)
13.2 Disclosures on intangible assets and goodwill, continued
| Movements in identifiable intangible assets, net | Trademarks | Software | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Intellectual property rights, patents and other industrial property rights, service and exploitation right, rights of way | Other intangible assets | Goodwill | Identifiable intangible assets | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Opening balance | - | 2,196 | 694 | 97,392 | 4,081 | 38,388 | 142,751 | |||||||||||||||||||||
| Additions | - | 764 | - | - | - | - | 764 | |||||||||||||||||||||
| Amortization | - | (1,019 | ) | (61 | ) | - | - | - | (1,080 | ) | ||||||||||||||||||
| Other increases (decreases) | - | 41 | (32 | ) | (6 | ) | - | - | 3 | |||||||||||||||||||
| Final balance | - | 1,982 | 601 | 97,386 | 4,081 | 38,388 | 142,438 | |||||||||||||||||||||
| F-115 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment
As of December 31, 2015 and December 31, 2014, the detail of property, plant and equipment is as follows:
14.1 Types of property, plant and equipment
| Description of types of property, plant and equipment | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | ||||||
| Property, plant and equipment, net | ||||||||
| Land | 34,589 | 34,622 | ||||||
| Buildings | 208,401 | 233,175 | ||||||
| Machinery | 397,600 | 361,882 | ||||||
| Transport equipment | 48,294 | 81,673 | ||||||
| Furniture and fixtures | 8,516 | 9,016 | ||||||
| Office equipment | 6,168 | 6,365 | ||||||
| Constructions in progress | 151,831 | 237,321 | ||||||
| Other property, plant and equipment (1) | 828,177 | 923,900 | ||||||
| Total | 1,683,576 | 1,887,954 | ||||||
| Property, plant and equipment, gross | ||||||||
| Land | 34,589 | 34,622 | ||||||
| Buildings | 436,413 | 411,633 | ||||||
| Machinery | 1,234,751 | 1,168,018 | ||||||
| Transport equipment | 264,854 | 261,394 | ||||||
| Furniture and fixtures | 37,492 | 32,082 | ||||||
| Office equipment | 38,285 | 35,512 | ||||||
| Constructions in progress | 151,831 | 237,321 | ||||||
| Other property, plant and equipment | 1,825,057 | 1,731,599 | ||||||
| Total | 4,023,272 | 3,912,181 | ||||||
| Accumulated depreciation and value impairment of property, plant and equipment, total | ||||||||
| Accumulated depreciation and value impairment of buildings | 228,012 | 178,458 | ||||||
| Accumulated depreciation and value impairment of machinery | 837,151 | 806,136 | ||||||
| Accumulated depreciation and value impairment of transport equipment | 216,560 | 179,721 | ||||||
| Accumulated depreciation and value impairment of furniture and fixtures | 28,976 | 23,066 | ||||||
| Accumulated depreciation and value impairment of office equipment | 32,117 | 29,147 | ||||||
| Accumulated depreciation and value impairment of other property, plant and equipment | 996,880 | 807,699 | ||||||
| Total | 2,339,696 | 2,024,227 | ||||||
(1) The detail of other property, plant and equipment is as follows:
| 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | |||||||
| Other property, plant and equipment, net | ||||||||
| Conveyor belt | 39,666 | 53,648 | ||||||
| Tank (TK) | 26,046 | 36,236 | ||||||
| Geomembrane/liner | 155,409 | 158,839 | ||||||
| Electric facilities | 56,600 | 61,795 | ||||||
| Lights | 2,252 | 3,648 | ||||||
| Other constructions | 109,478 | 122,287 | ||||||
| Piping | 17,174 | 27,637 | ||||||
| Pool | 160,869 | 168,469 | ||||||
| Well (water) | 44,432 | 49,818 | ||||||
| Pipes/HD lines | 131,431 | 148,590 | ||||||
| Railroad track | 11,001 | 25,314 | ||||||
| Other property, plant and equipment | 73,819 | 67,619 | ||||||
| Total | 828,177 | 923,900 | ||||||
| F-116 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment (continued)
14.2 Reconciliation of changes in property, plant and equipment by type:
| Reconciliation entries of changes in property, plant and equipment by type as of December 31, 2015, gross | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, plant and equipment | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | 34,622 | 411,633 | 1,168,018 | 261,394 | 32,082 | 35,512 | 237,321 | 1,731,599 | 3,912,181 | |||||||||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Additions | 49 | 933 | 1,109 | 32 | 28 | 1,338 | 145,376 | 4,122 | 152,987 | |||||||||||||||||||||||||||
| Divestitures | - | - | (13 | ) | (5 | ) | - | (1 | ) | (9,193 | ) | (369 | ) | (9,581 | ) | |||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | (82 | ) | - | (53 | ) | (23 | ) | - | (104 | ) | (1 | ) | (180 | ) | (443 | ) | ||||||||||||||||||||
| Reclassification | - | 23,846 | 68,419 | 5,625 | 5,382 | 1,585 | (178,445 | ) | 88,912 | 15,324 | ||||||||||||||||||||||||||
| Other increases (decreases) (*) | - | 1 | (2,729 | ) | (2,169 | ) | - | (45 | ) | (43,227 | ) | 973 | (47,196 | ) | ||||||||||||||||||||||
| Total changes | (33 | ) | 24,780 | 66,733 | 3,460 | 5,410 | 2,773 | (85,490 | ) | 93,458 | 111,091 | |||||||||||||||||||||||||
| Final balance | 34,589 | 436,413 | 1,234,751 | 264,854 | 37,492 | 38,285 | 151,831 | 1,825,057 | 4,023,272 | |||||||||||||||||||||||||||
| Reconciliation entries of changes in property, plant and equipment by type as of December 31, 2015, Accumulated depreciation | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, plant and equipment | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | - | (178,458 | ) | (806,136 | ) | (179,721 | ) | (23,066 | ) | (29,147 | ) | - | (807,699 | ) | (2,024,227 | ) | ||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Divestitures | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Depreciation expense | - | (21,539 | ) | (92,483 | ) | (27,916 | ) | (4,250 | ) | (3,051 | ) | - | (119,029 | ) | (268,268 | ) | ||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | - | 1 | - | 16 | - | 66 | - | 30 | 113 | |||||||||||||||||||||||||||
| Reclassification | - | (26,992 | ) | 64,469 | 1,375 | (433 | ) | 2 | - | (53,745 | ) | (15,324 | ) | |||||||||||||||||||||||
| Other increases (decreases) (*) | - | (1,024 | ) | (3,001 | ) | (10,314 | ) | (1,227 | ) | 13 | - | (16,437 | ) | (31,990 | ) | |||||||||||||||||||||
| Total changes | - | (49,554 | ) | (31,015 | ) | (36,839 | ) | (5,910 | ) | (2,970 | ) | - | (189,181 | ) | (315,469 | ) | ||||||||||||||||||||
| Final balance | - | (228,012 | ) | (837,151 | ) | (216,560 | ) | (28,976 | ) | (32,117 | ) | - | (996,880 | ) | (2,339,696 | ) | ||||||||||||||||||||
| F-117 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment (continued)
14.2 Reconciliation of changes in property, plant and equipment by type, continued:
| Reconciliation entries of changes in property, plant and equipment by type as of December 31, 2015, net | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, plant and | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | 34,622 | 233,175 | 361,882 | 81,673 | 9,016 | 6,365 | 237,321 | 923,900 | 1,887,954 | |||||||||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Additions | 49 | 933 | 1,109 | 32 | 28 | 1,338 | 145,376 | 4,122 | 152,987 | |||||||||||||||||||||||||||
| Divestitures | - | - | (13 | ) | (5 | ) | - | (1 | ) | (9,193 | ) | (369 | ) | (9,581 | ) | |||||||||||||||||||||
| Depreciation expense | - | (21,539 | ) | (92,483 | ) | (27,916 | ) | (4,250 | ) | (3,051 | ) | - | (119,029 | ) | (268,268 | ) | ||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | (82 | ) | 1 | (53 | ) | (7 | ) | - | (38 | ) | (1 | ) | (150 | ) | (330 | ) | ||||||||||||||||||||
| Reclassification | - | (3,146 | ) | 132,888 | 7,000 | 4,949 | 1,587 | (178,445 | ) | 35,167 | - | |||||||||||||||||||||||||
| Other increases (decreases) (*) | - | (1,023 | ) | (5,730 | ) | (12,483 | ) | (1,227 | ) | (32 | ) | (43,227 | ) | (15,464 | ) | (79,186 | ) | |||||||||||||||||||
| Total changes | (33 | ) | (24,774 | ) | 35,718 | (33,379 | ) | (500 | ) | (197 | ) | (85,490 | ) | (95,723 | ) | (204,378 | ) | |||||||||||||||||||
| Final balance | 34,589 | 208,401 | 397,600 | 48,294 | 8,516 | 6,168 | 151,831 | 828,177 | 1,683,576 | |||||||||||||||||||||||||||
(*) The net balance of other increases (decreases) corresponds to: 1) investment plan expenses which are expensed to profit or loss (forming part of cost of sales and other expenses per function, as appropriate), 2) the variation representing the purchase and use of materials and spare parts 3) projects corresponding mainly to exploration expenditures and stain development and 4) impairment costs associated with the closure of the operations in the Pedro de Valdivia site, which are recognized under “Other expenses by function”. The impairment amounted to ThUS$36,823 (see Note 26.5 and Note 33).
| F-118 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment (continued)
14.2 Reconciliation of changes in property, plant and equipment by type, continued:
| Reconciliation entries of changes in property, plant and equipment by type as of December 31 2014, gross | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, equipment | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | 33,812 | 364,695 | 1,179,860 | 263,268 | 27,575 | 39,142 | 415,740 | 1,506,708 | 3,830,800 | |||||||||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Additions | - | 72 | 370 | - | 71 | 1,514 | 134,663 | 287 | 136,977 | |||||||||||||||||||||||||||
| Divestitures | - | - | (93 | ) | (85 | ) | (86 | ) | (58 | ) | (2,235 | ) | (1 | ) | (2,558 | ) | ||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | (87 | ) | (6 | ) | (56 | ) | (33 | ) | - | (65 | ) | 4 | (193 | ) | (436 | ) | ||||||||||||||||||||
| Reclassification | 812 | 46,872 | (12,083 | ) | (1,742 | ) | 4,522 | (4,983 | ) | (256,528 | ) | 223,130 | - | |||||||||||||||||||||||
| Other increases (decreases) (*) | 85 | - | 20 | (14 | ) | - | (38 | ) | (54,323 | ) | 1,668 | (52,602 | ) | |||||||||||||||||||||||
| Total changes | 810 | 46,938 | (11,842 | ) | (1,874 | ) | 4,507 | (3,630 | ) | (178,419 | ) | 224,891 | 81,381 | |||||||||||||||||||||||
| Final balance | 34,622 | 411,633 | 1,168,018 | 261,394 | 32,082 | 35,512 | 237,321 | 1,731,599 | 3,912,181 | |||||||||||||||||||||||||||
| Reconciliation entries of changes in property, plant and equipment by type as of r December 31, 2014, Accumulated depreciation | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, plant and equipment | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | - | (174,166 | ) | (714,533 | ) | (157,289 | ) | (18,041 | ) | (33,080 | ) | - | (679,314 | ) | (1,776,423 | ) | ||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Divestitures | - | - | 11 | 54 | 16 | 125 | - | - | 206 | |||||||||||||||||||||||||||
| Depreciation expense | - | (19,669 | ) | (88,242 | ) | (29,417 | ) | (2,772 | ) | (2,811 | ) | - | (108,380 | ) | (251,291 | ) | ||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | - | 1 | 40 | 17 | - | 25 | - | 21 | 104 | |||||||||||||||||||||||||||
| Reclassification | - | 15,375 | (3,414 | ) | 6,899 | (2,269 | ) | 6,561 | - | (23,152 | ) | - | ||||||||||||||||||||||||
| Other increases (decreases) (*) | - | 1 | 2 | 15 | - | 33 | - | 3,126 | 3,177 | |||||||||||||||||||||||||||
| Total changes | - | (4,292 | ) | (91,603 | ) | (22,432 | ) | (5,025 | ) | 3,933 | - | (128,385 | ) | (247,804 | ) | |||||||||||||||||||||
| Final balance | - | (178,458 | ) | (806,136 | ) | (179,721 | ) | (23,066 | ) | (29,147 | ) | - | (807,699 | ) | (2,024,227 | ) | ||||||||||||||||||||
| F-119 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment (continued)
14.2 Reconciliation of changes in property, plant and equipment by type, continued:
| Reconciliation entries of changes in property, plant and equipment by type as of December 31, 2014, net | Land | Buildings | Machinery | Transport equipment | Furniture and fixtures | Office equipment | Constructions in progress | Other property, plant and equipment | Property, plant and equipment | |||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||
| Opening balance | 33,812 | 190,529 | 465,327 | 105,979 | 9,534 | 6,062 | 415,740 | 827,394 | 2,054,377 | |||||||||||||||||||||||||||
| Changes | ||||||||||||||||||||||||||||||||||||
| Additions | - | 72 | 370 | - | 71 | 1,514 | 134,663 | 287 | 136,977 | |||||||||||||||||||||||||||
| Divestitures | - | - | (82 | ) | (31 | ) | (70 | ) | 67 | (2,235 | ) | (1 | ) | (2,352 | ) | |||||||||||||||||||||
| Depreciation expense | - | (19,669 | ) | (88,242 | ) | (29,417 | ) | (2,772 | ) | (2,811 | ) | - | (108,380 | ) | (251,291 | ) | ||||||||||||||||||||
| Increase(decrease) in foreign currency exchange | (87 | ) | (5 | ) | (16 | ) | (16 | ) | - | (40 | ) | 4 | (172 | ) | (332 | ) | ||||||||||||||||||||
| Reclassification | 812 | 62,248 | (15,496 | ) | 5,158 | 2,253 | 1,577 | (256,528 | ) | 199,976 | - | |||||||||||||||||||||||||
| Other increases (decreases) (*) | 85 | - | 21 | - | - | (4 | ) | (54,323 | ) | 4,796 | (49,425 | ) | ||||||||||||||||||||||||
| Total changes | 810 | 42,646 | (103,445 | ) | (24,306 | ) | (518 | ) | 303 | (178,419 | ) | 96,506 | (166,423 | ) | ||||||||||||||||||||||
| Final balance | 34,622 | 233,175 | 361,882 | 81,673 | 9,016 | 6,365 | 237,321 | 923,900 | 1,887,954 | |||||||||||||||||||||||||||
(*) The net balance of other increases (decreases) corresponds to: 1) investment plan expenses which are expensed to profit or loss (forming part of cost of sales and other expenses per function, as appropriate), 2) the variation representing the purchase and use of materials and spare parts and 3) projects corresponding mainly to exploration expenditures and development of mining targets.
| F-120 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 14 Property, plant and equipment (continued)
14.3 Detail of property, plant and equipment pledged as guarantee
There are no restrictions in title or guarantees for the compliance with obligations which affect property, plant and equipment.
14.4 Additional information
Interest capitalized in construction-in-progress:
The amount capitalized for this concept amounted to ThUS$4,466 as of December 31, 2015 and ThUS$7,732 as of December 31, 2014.
Financing costs are not capitalized for periods which exceed the normal term of acquisition, construction or installation of the asset, such as the case of delays, interruptions or temporary suspension of the project due to technical, financial or other issues, which prevent that the asset is maintained in good conditions for its use.
14.5 Impairment of assets
As stated in Note 3.28, the recoverable amount of property, plant and equipment is measured whenever there is an indication that the asset may be impaired. As of December 31, 2015 and 2014, no impairment adjustments were generated, except for the closure of Pedro de Valdivia site indicated in Note 33.
Note 15 Employee benefits
15.1 Provisions for employee benefits
| Classes of benefits and expenses by employee | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Current | ||||||||
| Profit sharing and bonuses | 13,445 | 18,384 | ||||||
| Total | 13,445 | 18,384 | ||||||
| Non-current | ||||||||
| Profit sharing and bonuses | - | 2,849 | ||||||
| Severance indemnity payments | 21,995 | 30,952 | ||||||
| Total | 21,995 | 33,801 | ||||||
| F-121 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 15 Employee benefits (continued)
15.2 Policies on defined benefit plan
This policy is applied to all benefits received for services provided by the Company's employees.
Short-term benefits for active employees are represented by salaries, social welfare benefits, paid time-off, sickness leaves and other leaves, profit sharing and incentives and non-monetary benefits; e.g., healthcare service, housing, subsidized or free goods or services. These will be paid in a term which does not exceed twelve months.
The Company only provides compensation and benefits to active employees, with the exemption of SQM North America which applies the definitions under 15.4 below.
SQM maintains incentive programs for its employees based on the personal performance, the Company’s performance and other short-term, mid-term and long-term indicators.
For each incentive bonus delivered to the Company’s employees, there will be a disbursement in the first quarter of the following year and this will be calculated based on profit for the period at the end of each period applying a factor obtained subsequent to the employee appraisal process.
Employee benefits include retention bonuses for the Company’s executives, which are linked to the Company’s share price and it is paid in cash. The short-term portion is presented as provision for current employee benefits and the long-term portion as non-current.
The bonus provided to the Company’s directors is calculated based on Profit for the period at each year-end and will consider the application of a percentage factor.
The benefit related to vacations (short-term benefits to employees, current), which is provided in the Labor Code which indicates that employees with more than a year of service will be entitled to annual holidays for a period not lower than fifteen paid business days. The Company provides the benefit of two additional vacation days.
Staff severance indemnities are agreed and payable based on the last salary for each year of service for the Company or with certain maximum limits in respect to the number of years to be considered or in respect to monetary terms. In general, this benefit is payable when the employee or worker ceases to provide his/her services to the Company and the right for its collection can be acquired because of different causes, as indicated in the respective agreements; e.g., retirement, dismissal, voluntary retirement, incapacity or disability, death, etc..
Law No. 19,728 published on May 14, 2001 which became effective on October 1, 2002 required “Compulsory Unemployment Insurance” in favor of all depending employees regulated by the Chilean Labor Code. Article 5 of this law provided the financing of this insurance through monthly contribution payments by both the employee and the employer.
| F-122 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 15 Employee benefits (continued)
15.3 Other long-term benefits
The other long-term benefits relate to staff severance indemnities and are recorded at their actuarial value.
| Staff severance indemnities at actuarial value | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Staff severance indemnities, Chile | 20,883 | 30,336 | ||||||
| Other obligations in companies elsewhere | 1,112 | 616 | ||||||
| Total other non-current liabilities | 21,995 | 30,952 | ||||||
Staff severance indemnities have been calculated under the actuarial assessment method of the Company’s obligations with respect to staff severance indemnities, which relate to defined benefit plans which consist of days of remuneration per year served at the time of retirement under conditions agreed in the respective agreements established between the Company and its employees.
Under this benefit plan, the Company retains the obligation for the payment of staff severance indemnities related to retirements, without establishing a separate fund with specific assets, which is referred to as not funded. The discount interest rate of expected flows to be used was 4.89%.
Benefit payment conditions
The staff severance indemnity benefit relates to remuneration days for year worked for the Company with no limit of salary or years of services for the Company, when employees cease to work for the Company due to turnover or death. In this case, the maximum age for men is 65 years and 60 years old for women, which are the usual ages for retirement due to achieving the senior citizen age according to the Chilean pensions system provided in Decree Law 3,500 of 1,980.
Methodology
The determination of the obligation for benefits under IAS 19 Projected Benefit Obligation (PBO) is described as follows:
To determine the Company's total liability, we used a mathematical simulation model which was programmed using a computer and which processed the situation of each employee on an individual basis.
| F-123 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 15 Employee benefits (continued)
15.3 Other long-term benefits, continued
This model considered months as discrete time; i.e., the Company determined the age of each person and his/her salary on a monthly basis according to the growth rate. Thus, information on each person was simulated from the beginning of the life of his/her employment contract or when he/she started earning benefits up to the month in which it reaches the normal retirement age, generating in each period the possible retirement according to the Company’s turnover rate and the mortality rate according to the age reached. When he/she reaches the retirement age, the employee finishes his/her service for the Company and receives indemnity related to retirement due to old age.
The methodology followed to determine the accrual for all the employees adhered to agreements has considered turnover rates and the mortality rate RV-2009 established by the Chilean Superintendence of Securities and Insurance to calculate pension-related life insurance reserves in Chile according to the Accumulated Benefit Valuation or Accrued Cost of Benefit Method. This methodology is established in IAS 19 on Retirement Benefit Costs.
15.4 Post-employment benefit obligations
Our subsidiary SQM North America, has established with its employees, a pension plan until 2002 called “SQM North America Retirement Income Plan”, whereby obligation is calculated measuring the expected future forecasted staff severance indemnity obligation using a net salary gradual rate of restatements for inflation, mortality and turnover assumptions discounting the resulting amounts at present value using the interest rate defined by the authorities.
Since 2003, SQM North America offers to its employee benefits related to pension plans based on the 401-K system, which do not generate obligations for the Company.
| Reconciliation | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| Changes in the benefit obligation | ThUS$ | ThUS$ | ThUS$ | |||||||||
| Benefit obligation at the beginning of the year | 7,324 | 6,922 | 6,482 | |||||||||
| Service cost | 3 | 2 | 2 | |||||||||
| Interest cost | 380 | 403 | 412 | |||||||||
| Actuarial loss | 600 | 361 | 386 | |||||||||
| Benefits paid | (358 | ) | (364 | ) | (360 | ) | ||||||
| Benefit obligation at the end of the year | 7,949 | 7,324 | 6,922 | |||||||||
| F-124 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 15 Employee benefits (continued)
15.4 Post-employment benefit obligations, continued
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| Changes in the plan assets: | ThUS$ | ThUS$ | ThUS$ | |||||||||
| Fair value of plan assets at the beginning of the year | 7,967 | 7,909 | 6,073 | |||||||||
| Employer’s contributions | - | 173 | 453 | |||||||||
| Actual return (loss) in plan assets | (145 | ) | 249 | 1,743 | ||||||||
| Benefits paid | (358 | ) | (364 | ) | (360 | ) | ||||||
| Fair value of plan assets at the end of the year | 7,464 | 7,967 | 7,909 | |||||||||
| Financing status | (485 | ) | 643 | 987 | ||||||||
| Items not yet recognized as net periodic pension cost components: | ||||||||||||
| Net actuarial loss at the beginning of the year | (1,903 | ) | (1,231 | ) | (2,243 | ) | ||||||
| Amortization during the year | 68 | 30 | 109 | |||||||||
| Net estimated gain or loss occurred during the year | (1,330 | ) | (702 | ) | 903 | |||||||
| Adjustment to recognize the minimum pension obligation | (3,165 | ) | (1,903 | ) | (1,231 | ) | ||||||
The net periodic pension expense was composed of the following components for the years ended December 31, 2015 ,2014 and 2013:
| Reconciliation | 12/31/2015 | 12/31/2014 | 12/31/2013 | |||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Service cost or benefits received during the year | 3 | 2 | 2 | |||||||||
| Interest cost in benefit obligation | 380 | 403 | 412 | |||||||||
| Actual return in plan assets | (145 | ) | 249 | 1,743 | ||||||||
| Amortization of prior year losses | 68 | 30 | 109 | |||||||||
| Net gain during the year | 728 | 340 | (1,290 | ) | ||||||||
| Net periodic pension expense | (133 | ) | (155 | ) | 69 | |||||||
15.5 Staff severance indemnities
As of December 31, 2015 December 31, 2014 and December 31, 2013, severance indemnities calculated at the actuarial value are as follows:
| 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS | ||||||||||
| Opening balance | (30,952 | ) | (32,137 | ) | (34,431 | ) | ||||||
| Current cost of service(*) | (898 | ) | (1,294 | ) | (107 | ) | ||||||
| Interest cost | (1,588 | ) | (2,020 | ) | (2,248 | ) | ||||||
| Actuarial gain/loss | 1,242 | (665 | ) | (127 | ) | |||||||
| Exchange rate difference | 3,582 | 4,450 | 2,946 | |||||||||
| Benefits paid during the year | 6,619 | 714 | 1,830 | |||||||||
| Balance | (21,995 | ) | (30,952 | ) | (32,137 | ) | ||||||
(*) Current cost for the year ended December 31, 2015 includes the reversal of a provision in the amount of ThUS$3,575 (see note 26.6).
| F-125 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 15 Employee benefits (continued)
15.5 Staff severance indemnities, continued
a) Actuarial assumptions
The liability recorded for staff severance indemnity is valued at the actuarial value method, using the following actuarial assumptions:
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||||||
| Mortality rate | RV - 2009 | RV - 2009 | RV - 2009 | |||||||||||||
| Actual annual interest rate | 4.89 | % | 5.5 | % | 6 | % | ||||||||||
| Voluntary retirement rotation rate: | ||||||||||||||||
| Men | 7.16 | % | 1.71 | % | 0.9 | % | annual | |||||||||
| Women | 7.16 | % | 1.96 | % | 1.53 | % | annual | |||||||||
| Salary increase | 3.60 | % | 3.00 | % | 3.00 | % | annual | |||||||||
| Retirement age: | ||||||||||||||||
| Men | 65 | 65 | 65 | years | ||||||||||||
| Women | 60 | 60 | 60 | years | ||||||||||||
b) Sensitivity analysis of assumptions
As of December 31, 2015 and December 31, 2014, on the actuarial calculation, the Company has conducting the sensitivity analysis of the main assumptions, determining the following:
| Sensitivity analysis 12/31/2015 | Effect + 100 basis points ThUS$ | Effect - 100 basis points ThUS$ | ||||||
| Discount rate | (1,437 | ) | 1,607 | |||||
| Sensitivity analysis 12/31/2014 | Effect + 100 basis points ThUS$ | Effect - 100 basis points ThUS$ | ||||||
| Discount rate | (1,960 | ) | 2,181 | |||||
Sensitivity relates to an increase/decrease of 100 basis points.
| F-126 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 16 Executive compensation plan
The Company has established two compensation plans to motivate the Company’s executives and encourage them to stay in the Company, by granting payments based on the change in price of SQM’s shares.
1) Shares
Liquidated in cash, executives are able to exercise their rights until 2016.
Characteristics of the plan
This compensation plan is related with the company performance through the price of the Series B SQM share (Santiago Stock Exchange).
Participants in this plan
This compensation plan includes eight executives of the Company, who are entitled to this benefit, provided they stay with the Company during the dates these options are executed. The dates for exercising the options will be the first seven calendar days of the month of May following the fiscal year end.
Compensation
The compensation for each executive is the differential between the average prices of the share during April of each year compared to the base price established by Company’s management. The base price fixed by the Company for this compensation plan amounts to US$50 per share. The Company reserves the right to exchange that benefit for shares or share options.
The movement of the options in effect for the period, the average prices for the fiscal year of the options and the average contractual life of the options in effect as of December 31, 2015 and December 31, 2014 are the following:
| Movement for the period | 2015 | 2014 | ||||||
| In effect as of January 1 | 1,536,000 | 1,536,000 | ||||||
| Granted during the fiscal year | - | - | ||||||
| Redundant workers | (365,000 | ) | - | |||||
| Exercised during the fiscal year | - | - | ||||||
| Changes in benefit plan | - | - | ||||||
| In circulation | 1,171,000 | 1,536,000 | ||||||
| Average contractual life | 4 months | 16 months | ||||||
| Executives | 8 | 10 | ||||||
| F-127 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 16 Executive compensation plan (continued)
The amounts accrued by the plan, as of December 31, 2015 and December 31, 2014, amount to:
| Effect on profit or loss | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | ||||||
| Effect on profit or loss | 829 | (553 | ) | |||||
2) Average Share Price Spread
Plan characteristics
This compensation plan is also related to the Company’s performance through the SQM Series B share price (Santiago Stock Exchange).
Plan participants
This compensation plan includes 27 of the Company’s executives, who obtain this benefit, provided they remain in the Company at the payment dates. The payment dates, if any, will be January 1, 2016, 2017 and 2018.
Compensation
The compensation for each executive is the differential between the average share price during each of the months of December 2015, December 2016 and December 2017, respectively, in its equivalent in US dollars and the reference prices, of US$23.48 and the average weighted price of the trading of SQM Series B shares in the Santiago Stock Exchange during December 2014. The differential cannot exceed US$15.00 and will be multiplied by 5,000. If the amount calculated is negative or zero, no bonus will be paid during that period, but in such case, the bond of benefit payable in the following period to the employee will be equal to the product of multiplying the difference by 10,000. If the value was negative or zero in December 2015 and also in December 2016, for calculating the bond of December 2017, the differential will be multiplied by 15,000.
The movement of the options in effect for the period, the average prices for the fiscal year of the options and the average contractual life of the options in effect as of December 31, 2015 and December 31, 2014 are the following:
| Movement for the period | 2015 | 2014 | ||||||
| In effect as of January 1 | 390,000 | 450,000 | ||||||
| Redundant workers | (45,000 | ) | (75,000 | ) | ||||
| Granted during the fiscal year | 60,000 | 15,000 | ||||||
| In circulation | 405,000 | 390,000 | ||||||
| Average weighted contractual life | 24 months | 36 months | ||||||
| Executives | 27 | 26 | ||||||
| F-128 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 Disclosures on equity
The detail and movements in the funds of equity accounts are shown in the consolidated statement of changes in equity.
17.1 Capital management
The main object of capital management relative to the administration of the Company’s financial debt and equity is to ensure the regular conduct of operations and business continuity in the long term, with the constant intention of maintaining an adequate level of liquidity and in compliance with the financial safeguards established in the debt contracts in force. Within this framework, decisions are made in order to maximize the value of SQM.
Capital management must comply with, among others, the limits contemplated in the Financing Policy approved Board of Directors, which establish a maximum consolidated indebtedness level of 1.5 times the debt/equity. This limit can be exceeded only if the Company’s management has a written and previously granted authorization issued at the Extraordinary Shareholders’ Meeting.
In addition, capital management must comply with the external capital requirements imposed (or covenants) in its financial obligations, which regulate the indebtedness level by 1.2 times, in its more strict level.
In conjunction with the level of indebtedness, it is also important for the Company to maintain a comfortable profile of maturities for its financial obligations, in order to oversee the relation between its short-term financial obligations and the long-term maturities, and the relation they have with the Company’s asset distribution. Consequently, the Company has maintained a liquidity level of 3 times during the last periods.
The Company’s management controls capital management based on the following ratios:
CAPITAL MANAGEMENT |
12/31/2015 | 12/31/2014 | Description (1) | Calculation (1) | |||||
| Net Financial Debt ThUS$ | 528,649 | 762,229 | Financial Debt – Financial Resources | Other current Financial Liabilities + Other Non-Current Financial Liabilities – Cash and Cash Equivalents – Other Current Financial Assets – Hedging Assets, non-current | |||||
| Liquidity | 3.84 | 4.80 | Current Asset divided by Current Liability | Total Current Assets / Total Current Liabilities | |||||
| Net Debt / Capitalization | 0.18 | 0.25 | Net Financial Debt divided by Total Equity | Net financial debt / ( Net financial debt + Total Equity) | |||||
| ROE | 9.1% | 13.2% | Income divided by Total Equity | Total Income / Equity (Last 12 months) | |||||
| ROA | 13.4% | 13.7% | EBITDA – Depreciation divided by Net Total Assets of financial resources less related parties investments | (Gross Income – Administrative Expenses)/ (Total Assets – Cash and Cash Equivalents – Other Current Financial Assets – Other Non-Current Financial Assets – Equity-accounted Investees) (Last 12 months) | |||||
| Indebtedness | 0.93 | 1.03 | Total Liability on Equity | Total Liabilities / Total Equity | |||||
| (1) Assumes the absolute value of the accounting records | |||||||||
| F-129 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 Disclosures on equity (continued)
17.1 Capital management, continued
The Company’s capital requirements change depending on variables such as work capital requirements, of new investment financing and dividends, among others. The Company manages its capital structure and makes adjustments on the basis of the predominant economic conditions so as to mitigate the risks associated with adverse market conditions and take advantage of the opportunities there may be to improve the liquidity position.
There have been no changes in the capital management objectives or policy within the years reported in this document. No breaches of external requirements of capital imposed (or covenants) have been recorded.
17.2 Disclosures on share capital
Issued share capital is divided into 263,196,524 fully paid and subscribed shares with no par value composed of 142,819,552 Series "A" shares and 120,376,972 Series “B” shares, where both series are preferred shares.
The preferential voting rights for each series are detailed as follows:
Series “A”:
If the election of the Company’s President results in a tie vote, the Company's directors may vote once again, without the vote of the director elected by the Series B shareholders.
Series “B”:
| 1) | A general or extraordinary shareholders' meeting may be called at the request of shareholders representing 5% of the Company's Series B shares. |
| 2) | An extraordinary meeting of the Board of Directors may be called with or without the agreement of the Company's President, at the request of the director elected by Series B shareholders. |
As of December 31, 2015 and December 31, 2014, the Group does not maintain shares in the parent either directly or through its companies in which it has investments.
| F-130 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 Disclosures on equity (continued)
17.2 Disclosures on preferred share capital, continued
Detail of types of capital in shares:
| Type of capital in shares | 12/31/2015 | 12/31/2014 | ||||||||||||||
| Description of type of capital in shares | Series A | Series B | Series A | Series B | ||||||||||||
| Number of authorized shares | 142,819,552 | 120,376,972 | 142,819,552 | 120,376,972 | ||||||||||||
| Number of fully subscribed and paid shares | 142,819,552 | 120,376,972 | 142,819,552 | 120,376,972 | ||||||||||||
| Number of subscribed, partially paid shares | - | - | - | - | ||||||||||||
| Par value of shares in ThUS$ | 0.9435 | 2.8464 | 0.9435 | 2.8464 | ||||||||||||
| Increase (decrease) in the number of current shares | - | - | - | - | ||||||||||||
| Number of current shares | 142,819,552 | 120,376,972 | 142,819,552 | 120,376,972 | ||||||||||||
| Number of shares owned by the entity or its subsidiaries or associates | - | - | - | - | ||||||||||||
| Number of shares whose issuance is reserved due to the existence of options or agreements to dispose shares | - | - | - | - | ||||||||||||
| Capital amount in shares ThUS$ | 134,750 | 342,636 | 134,750 | 342,636 | ||||||||||||
| Amount of premium issuance ThUS$ | - | - | - | - | ||||||||||||
| Amount of reserves ThUS$ | - | - | - | - | ||||||||||||
| Total number of subscribed shares, total | 142,819,552 | 120,376,972 | 142,819,552 | 120,376,972 | ||||||||||||
As of December 31, 2015 and December 31, 2014, the Company has not placed any new issuances of shares on the market.
| F-131 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 Disclosures on equity (continued)
17.3 Disclosures on reserves in equity
As of December 31, 2015 December 31, 2014 and December 31, 2013, this caption comprises the following:
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Reserve for currency exchange conversion | (14,035 | ) | (7,701 | ) | (3,817 | ) | ||||||
| Reserve for cash flow hedges | (1,699 | ) | (1,881 | ) | (3,766 | ) | ||||||
| Reserve for actuarial gains or losses in defined benefit plans | (2,386 | ) | (1,903 | ) | (1,231 | ) | ||||||
| Other reserves | (1,677 | ) | (1,677 | ) | (1,677 | ) | ||||||
| Total other reserves | (19,797 | ) | (13,162 | ) | (10,491 | ) | ||||||
Reserves for currency exchange conversion
This balance reflects retained earnings for changes in the exchange rate when converting financial statements of subsidiaries whose functional currency is from each company’s origin country and the presentation currency is the US dollar.
Reserve for cash flow hedges
The Company maintains, as hedge instruments, financial derivatives related to obligations with the public issued in UF and Chilean pesos. Changes from the fair value of derivatives designated and classified as hedges are recognized under this classification.
Reserve for actuarial gains or losses in defined benefit plans
For the domestic subsidiaries the effects of changes in assumptions are considered, mainly changes in the discount rate.
The subsidiary SQM North America has established pension plans for its retired employees that are calculated by measuring the projected obligation of IAS using a net salary progressive rate net of adjustments to inflation, mortality and turnover assumptions, deducting the resulting amounts at present value using a 5.5% interest rate for 2015 and 2014.
Other reserves
Corresponds to the acquisition of the subsidiary SQM Iberian S.A., which was already under ownership of the Company at the acquisition date (IAS 27 R).
| F-132 |
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Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 Disclosures on equity (continued)
17.4 Dividend policies
As required by Article 79 of the Chilean Companies Act, unless otherwise decided by unanimous vote of the holders of issued and subscribed shares, we must distribute a cash dividend in an amount equal to at least 30% of our consolidated Profit for the period for year ended as of December 31, unless and except to the extent it has a deficit in retained earnings (losses not absorbed in prior years).
The Company’s dividend policy for 2015 is as follows:
| - | Distribution and payment in favor of each shareholder of a final dividend which will be equivalent to 50% of Profit for the period obtained in 2015. |
| - | Distribution and payment, if possible during 2015, of a provisional dividend which will be recorded against the aforementioned final dividend. This provisional dividend will be paid probably during the last quarter of 2015 and its amount could not exceed 50% of the retained earnings for distribution obtained during 2015, which are reflected in the Company’s financial statements as of December 31, 2015. |
| - | The distribution and payment by the Company of the remaining balance of the final dividend related to Profit for the period for the 2015 commercial year in up to two installments, which will have to be effectively paid and distributed prior to June 30, 2016. |
| - | An amount equivalent to the remaining 50% of the Company’s Profit for the period for 2015 will be retained and destined to the financing of operations of one or more of the Company’s investment projects with no prejudice of the possible future capitalization of the entirety or a portion of this. |
| - | The Board of Directors does not consider the payment of any additional and interim dividends. |
| - | The Board of Directors considers as necessary to indicate that the aforementioned dividends policy corresponds to the intention or expectation of the Board regarding this matter. Consequently, the enforcement of such dividends policy is necessarily conditioned to net incomes finally obtained, to the results indicating the Company’s regular forecasts or the existence of certain conditions that could affect them. Notwithstanding the above and to the extent that such policy dividend does not suffer a significant change, SQM S.A. will timely communicate its shareholders on this matter. |
| F-133 |
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Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 - Disclosures on equity (continued)
17.5 Provisional dividends
On November 17, 2015, the Company reported to the Chilean Superintendency of Securities and Insurance that the Company’s Board of Directors at the Ordinary meeting held today agreed to approve that the Company pays and distributes the provisional dividend referred to in the “Dividend Policy of SQM S.A. for the 2015 Business Year”, which was reported at the Shareholders’ Annual Ordinary Meeting held on April 24, 2015.
Consequently, SQM will pay and distribute, starting on December 10, 2015, a provisional dividend of US$0.31915 per share that is equivalent to a total of approximately US$84,000,000 or 49.82889% of net profit for distribution for commercial year 2015, accumulated as of December 31, 2015. This will be made with a charge to profit for such commercial year in favor of the Shareholders registered with the Company’s Shareholders’ Register on the fifth business day prior to December 10, 2015 and in its equivalent amount in Chilean pesos converted at the “Observed U.S. dollar” or “U.S. dollar” exchange rate as published in the Official Gazette of December 3, 2015.
At the Fortieth General Ordinary Shareholders’ Meeting of April 24, 2015, the shareholders approved the payment of a final dividend of US$ 0.56304 per share from profit for the year 2014. Such final dividend amount is to be discounted the provisional dividend of US$ 0.41493 per share already paid. Accordingly, the remaining balance of US$ 0.14811 per share shall be paid and distributed in favor of the Company’s shareholders who are registered with the related Shareholders’ Record on the fifth business day prior to the day in which such dividend will be paid. Such amount, if applicable, will be paid in Chilean pesos in accordance with the “Observed U.S. dollar exchange rate” or “U.S. dollar exchange rate” as published in the Official Gazette on April 24, 2015.
At the ordinary Board of Directors’ Meeting of November 18, 2014, the directors unanimously agreed to pay and distribute a provisional dividend as contained in SQM’s “Dividend Policy for the 2014 Business Year.”
It was agreed that beginning on December 12, 2014, SQM would pay and distribute a provisional dividend of US$0.41493 per share, which is equivalent to a total amount of approximately ThUS$102,208 or 50% of net profit for distribution in the commercial year 2014, accumulated as of December 31, 2014. This dividend is charged to profit for such the commercial year, in favor of the shareholders registered with SQM’s Shareholder’s Register on the fifth business day prior to December 12, 2014. It is paid in its equivalent amount in Chilean pesos per the “Observed U.S. dollar” exchange rate or “U.S. dollar” exchange rate, as published in the Official Gazette on December 5, 2014.
On July 7, 2014, at the Extraordinary Shareholders’ Meeting, the shareholders agreed to partially modify the current “2014 Dividends Policy of Sociedad Química y Minera de Chile S.A.”. This was informed at the General Annual Ordinary Shareholders Meeting held on April 25, 2014 with the main purpose of incorporating in such “Policy” the payment of a special dividend (“dividendo eventual”) of ThCh$230,000 equivalent to US$0.87387 per share. This will be distributed during the course of 2014 with a charge to retained earnings and, if applicable, it will be paid in its equivalent amount in Chilean pesos per “Observed U.S. dollar” exchange rate or “U.S. dollar” exchange rate, as published in the Official Gazette on such date.
| F-134 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 17 - Disclosures on equity (continued)
17.5 Provisional dividends, continued
At the Extraordinary Meeting held on June 6, 2014, the following was agreed by simple majority:
| 1. | To partially amend the current “2014 Dividends Policy of Sociedad Química y Minera de Chile S.A.”, informed at the General Annual Ordinary Shareholders Meeting held on April 25, 2014, with the main purpose of incorporating in such “Policy” the payment of a special dividend (“dividendo eventual”) of ThCh$230,000 equivalent to US$0.87387 per share that will be distributed during 2014 and charged to the caption retained earnings. |
| 2. | To call for an Extraordinary Shareholders’ Meeting on Monday July 7, 2014 at 10:00, to communicate and resolve the payment of the aforementioned dividend. |
Dividends presented deducted from equity are:
| 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | ||||||||||
| Dividends attributable to owners of the parent | 85,945 | 114,487 | 203,401 | |||||||||
| Special dividend (“dividendo eventual”) | - | 230,000 | - | |||||||||
| Dividends payable | 23,887 | 38,983 | 36,583 | |||||||||
| Total | 109,832 | 383,470 | 239,984 | |||||||||
| F-135 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 18 Provisions and other non-financial liabilities
18.1 Types of provisions
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||
| Current | Non- current | Total | Current | Non- current | Total | |||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||
| Provision for legal complaints (*) | 18,067 | 3,000 | 21,067 | 19,567 | 3,000 | 22,567 | ||||||||||||||||||
| Provision for dismantling, restoration and rehabilitation cost (**) | - | 5,890 | 5,890 | - | 5,890 | 5,890 | ||||||||||||||||||
| Other provisions | 10,074 | - | 10,074 | 8,180 | - | 8,180 | ||||||||||||||||||
| Total | 28,141 | 8,890 | 37,031 | 27,747 | 8,890 | 36,637 | ||||||||||||||||||
(*) Provisions for legal complaints relate to legal expenses for lawsuits whose resolution are pending, and correspond to funds estimated necessary to make the disbursement of expenses incurred for this purpose. This provision relates mainly to the litigation of its subsidiary located in Brazil and the United States (see note 19.1).
(**) This provision is calculated considering the instructions of the regulatory body (Servicio Nacional de Geología y Minería de Chile, Sernageomin)
| F-136 |
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Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 18 Provisions and other non-financial liabilities (continued)
18.2 Description of other provisions
| Current provisions, other short-term provisions | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Provision for tax loss in fiscal litigation | 610 | 1,235 | ||||||
| Royalties, agreement with CORFO (the Chilean Economic Development Agency) | 6,310 | 6,178 | ||||||
| Provision for additional tax related to foreign loans | 524 | 451 | ||||||
| Provision for article No. 21 one-off tax, fines and value-added tax | 1,449 | - | ||||||
| Miscellaneous provisions | 1,181 | 316 | ||||||
| Total | 10,074 | 8,180 | ||||||
| Other long-term provisions | ||||||||
| Mine closure | 5,890 | 5,890 | ||||||
| Total | 5,890 | 5,890 | ||||||
18.3 Other non-financial liabilities, current
| Description of other liabilities | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Tax withholdings | 5,946 | 7,305 | ||||||
| VAT payable | 6,677 | 2,267 | ||||||
| Guarantees received | 748 | 746 | ||||||
| Accrual for dividend | 23,887 | 41,364 | ||||||
| Monthly tax provisional payments | 5,985 | 8,549 | ||||||
| Deferred income | 9,764 | 8,218 | ||||||
| Withholdings from employees and salaries payable | 3,459 | 3,764 | ||||||
| Accrued vacations | 13,171 | 17,369 | ||||||
| Other current liabilities | 329 | 428 | ||||||
| Total | 69,966 | 90,010 | ||||||
| F-137 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 18 Provisions and other non-financial liabilities (continued)
18.4 Changes in provisions
| 12/31/2015 | ||||||||||||||||||||||||||||
| Description of items that gave rise to variations | Guarantee | Restructuring (*) | Legal complaints | Onerous contracts | Provision for dismantling, restoration and rehabilitation cost | Other provisions | Total | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Total provisions, initial balance | - | - | 22,567 | - | 5,890 | 8,180 | 36,637 | |||||||||||||||||||||
| Changes in provisions: | ||||||||||||||||||||||||||||
| Additional provisions | - | 16,327 | 8,500 | - | - | 11,361 | 36,188 | |||||||||||||||||||||
| Provision used | - | (16,327 | ) | (10,000 | ) | - | - | (9,111 | ) | (35,438 | ) | |||||||||||||||||
| Increase(decrease) in foreign currency exchange | - | - | - | - | - | (356 | ) | (356 | ) | |||||||||||||||||||
| Total provisions, final balance | - | - | 21,067 | - | 5,890 | 10,074 | 37,031 | |||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||||
| Description of items that gave rise to variations | Guarantee | Restructuring | Legal complaints | Onerous contracts | Provision for dismantling, restoration and rehabilitation cost | Other provisions | Total | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Total provisions, initial balance | - | - | 11,567 | - | 5,633 | 9,386 | 26,586 | |||||||||||||||||||||
| Changes in provisions: | ||||||||||||||||||||||||||||
| Additional provisions | - | - | 11,000 | - | 257 | 83 | 11,340 | |||||||||||||||||||||
| Provision used | - | - | - | - | - | (1,107 | ) | (1,107 | ) | |||||||||||||||||||
| Increase (decrease) in foreign currency exchange | - | - | - | - | - | (182 | ) | (182 | ) | |||||||||||||||||||
| Total provisions, final balance | - | - | 22,567 | - | 5,890 | 8,180 | 36,637 | |||||||||||||||||||||
(*) Provisions relating to restructuring in 2015 are related to the closure of the Pedro de Valdivia site. See Note 33.
| F-138 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 18 Provisions and other non-financial liabilities (continued)
18.4 Changes in provisions, continued
| 12/31/2013 | ||||||||||||||||||||||||||||
| Description of items that gave rise to variations | Guarantee | Restructuring | Legal complaints | Onerous contracts | Provision for dismantling, restoration and rehabilitation cost | Other provisions | Total | |||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||
| Total provisions, initial balance | - | - | 8,567 | - | 4,357 | 12,922 | 25,846 | |||||||||||||||||||||
| Changes in provisions: | ||||||||||||||||||||||||||||
| Additional provisions | - | - | 3,000 | - | 1,276 | 12,608 | 16,884 | |||||||||||||||||||||
| Provision used | - | - | - | - | - | (15,943 | ) | (15,943 | ) | |||||||||||||||||||
| Increase (decrease) in foreign currency exchange | - | - | - | - | - | (201 | ) | (201 | ) | |||||||||||||||||||
| Total provisions, final balance | - | - | 11,567 | - | 5,633 | 9,386 | 26,586 | |||||||||||||||||||||
| F-139 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 18 Provisions and other non-financial liabilities (continued)
18.5 Detail of main types of provisions (See Note 19)
Legal expenses: This provision depends on the pending resolution of a legal lawsuit, to pay the expenses associated to and incurred during such lawsuit (incurred mainly in Brazil and the United States).
Tax accrual in tax litigation: This accrual relates to lawsuits pending resolution related to taxes in Brazil for two of our subsidiaries, SQM Brazil and NNC.
CORFO (Economic Development Agency) Royalties agreement: Relates to the commercialization of mining properties that SQM Salar S.A. pays the Economic Development Agency for on a quarterly basis. The amount of the lease payable is calculated based on sales of products extracted from the Salar de Atacama deposit.
The settlement of the aforementioned amounts is performed on a quarterly basis.
To date, the Company and its subsidiaries have no significant uncertainties about the timing and amount of one class of provision.
| F-140 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions
According to note 18.1 the Company has only registered a provision for the lawsuits in which the probability that judgments are unfavorable for the Company is more likely than not. The Company is party to lawsuits and other relevant legal actions that are detailed as follows:
19.1 Lawsuits and other relevant events
| 1. | Plaintiff | : | Nancy Erika Urra Muñoz. |
| Defendants | : | Fresia Flores Zamorano, Duratec-Vinilit S.A. and SQM S.A. and their | |
| Insurers. | |||
| Date | : | December 2008. | |
| Court | : | 1st Civil Court of Santiago. | |
| Reason | : | Labor Accident. | |
| Status | : | Subpoena to hear the verdict. | |
| Nominal value | : | ThUS$550. | |
| 2. | Plaintiff | : | City of Pomona, California USA. |
| Defendant | : | SQM North America Corporation. | |
| Date | : | December 2010. | |
| Court | : | United States District Court Central District of California. | |
| Reason | : | Payment of expenses and other amount related to the treatment of groundwater to allow for consumption by removing the existing perchlorate in such groundwater and that supposedly come from Chilean fertilizer. | |
| Status | : | The Jury rejected the lawsuit. The plaintiff files an appeal, the resolution of which is pending. | |
| Nominal value | : | ThUS$32,000. |
| F-141 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
18.5 Lawsuits and other relevant events, continued
| 3. | Plaintiff | : | City of Lindsay, California USA. |
| Defendant | : | SQM North America Corporation | |
| The lawsuit also was filed against Sociedad Química yMinera de Chile S.A. this | |||
| lawsuit has not yet been notified to the Company. | |||
| Date | : | December 2010. | |
| Court | : | United States District Court Eastern District of California. | |
| Reason | : | Payment of expenses and other amount related to the treatment of groundwater to allow for consumption by removing the existing perchlorate in such groundwater and that supposedly come from Chilean fertilizer. | |
| Status | : | Claim. Processing suspended. | |
| Nominal value | : | Not possible to determine. | |
| 4. | Plaintiff | : | H&V Van Mele N.V. |
| Defendant | : | SQM Europe N.V. and its insurance companies. | |
| Date | : | July 2013. | |
| Court | : | Commercial Court. | |
| Reason | : | Alleged indirect responsibility for the absence of adequate specification for the SOP–WS by the Belgian distributor. | |
| Status | : | Evidence. | |
| Nominal value | : | ThUS$430. | |
| 5. | Plaintiff | : | Carlos Aravena Carrizo et al. |
| Defendant | : | SQM Nitratos S.A. and its insurers. | |
| Date | : | May 2014. | |
| Court | : | 18th Civil Court of Santiago. | |
| Reason | : | Compensation claim for alleged civil liability under tort as a result of an explosion that occurred on September 6, 2010 near Baquedano, causing the death of 6 workers. Transactions performed with the families of five of such workers. | |
| Status | : | Evidentiary stage. | |
| Nominal value | : | ThUS$500. |
| F-142 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.1 Lawsuits and other relevant events, continued
| 6. | Plaintiff | : | Corporación de Fomento de la Producción (CORFO). |
| Defendant | : | SQM Salar S.A. and Sociedad Química y Minera de Chile S.A. | |
| Date | : | May 2014. | |
| Court | : | Arbitral court. | |
| Reason | : | Early termination of lease agreement entered into on November 12, 1993 maturing on December, 2030 -i- because of alleged noncompliance of the full payment of quarterly income related to certain products between 2009-2013 and -ii- and alleged lack of demarcation of certain mining properties owned by CORFO for which a demarcation was never required in such agreement, and in addition, compensation for damages, among other matters. | |
| Status | : | Evidence. | |
| Nominal value | : | ThUS$9,000. | |
| 7. | Plaintiff | : | Evt Consulting SpA. |
| Defendant | : | SQM Nitratos S.A. | |
| Date | : | Octubre del año 2014. | |
| Court | : | 23th Civil Court of Santiago. | |
| Reason | : | Lawsuit seeking compensation for damages related to the termination of the purchase and sale agreement for metallic structures. | |
| Status | : | Evidentiary stage. | |
| Nominal value | : | ThUS$ 835. | |
| 8. | Plaintiff | : | Mario Segundo Parada Neira. |
| Defendant | : | SQM Nitratos S.A. | |
| Date | : | April 2015. | |
| Court | : | Labor Court of Antofagasta. | |
| Reason | : | Lawsuit seeking a compensation for damages alleging a professional disease that would have been contracted between January 2001 and February 2013. | |
| Status | : | Verdict against the Company for approximately ThUS$8,000. An appeal for voidance has been filed. | |
| Nominal value | : | ThUS$ 256. |
| F-143 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.1 Lawsuits and other relevant events, continued
| 9. | Plaintiff | : | Hugo Gutiérrez Gálvez. |
| Defendant | : | Sociedad Química y Minera de Chile S.A. et al and Senators Jaime Orpis B. and Fulvio Rossi C. | |
| Date | : | July 2015. | |
| Court | : | 8th Supervisory Court in Preliminary Proceedings of Santiago, Chile | |
| Reason | : | Alleged extortion–bribery and money laundering under Law No. 20.393 on the Legal Responsibility of Juridical Persons and other standards. | |
| Status | : | Initial filing. | |
| Nominal value | : | None. | |
| 10. | Plaintiff | : | Intercompany Union of Assembly, Construction, Mining, Commerce, Part-time and Other Employees (SINCOM). |
| Defendant | : | Eulen Chile S.A., Komatsu Chile S.A., Salinas y Fabres S.A., Sodexho Chile S.A. and SQM Salar S.A. | |
| Date | : | September 2015. | |
| Court | : | Labor Court of Antofagasta. | |
| Reason | : | Seeking the collection of employee legal bonus. | |
| Status | : | Written reply to the original writ. | |
| Nominal value | : | ThUS$220. | |
| 11. | Plaintiff | : | Patricio Contesse G. |
| Defendant | : | SQM S.A. | |
| Date | : | September 2015. | |
| Court | : | First Labor Court of Santiago. | |
| Reason | : | Seeking the payment of severance indemnities and other employment | |
| termination benefits. | |||
| Status | : | Appeal against the resolution which rejected the lawsuit. | |
| Nominal value | : | ThUS$5,665. |
| F-144 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.1 Lawsuits and other relevant events, continued
| 12. Plaintiff | : | Tyne and Wear Pension Fund as represented by the Council of the Borough of South Tyneside acting as Lead Plaintiff – Class Action – Class Period. |
| Defendant | : | Sociedad Química y Minera de Chile S.A. |
| Date | : | January 2016. |
| Court | : | United States District Court – Southern District of New York. |
| Reason | : | Class Actions – Class Period. Claim alleges violations of U.S. securities laws based on the failure to timely disclose information about certain expenses made during certain years which could be associated with alleged contributions to politicians. Such expenses may not have been properly supported by services rendered or may not qualify as tax expenses under the Chilean tax code, generating intervention by several Chilean Government authorities – the Chilean Superintendency of Securities and Insurance (SVS), the Chilean Internal Revenue Service (SII) and the Public Prosecutor – and the decrease of the value of the shares –ADSs of SQM owned by the plaintiffs. |
| Status | : | Filing of the class action. |
| Nominal value | : | Not determined. |
The Company and its subsidiaries have been involved and will probably continue to be involved either as plaintiffs or defendants in certain judicial proceedings that have been and will be heard by the Arbitral or Ordinary Courts of Justice that will make the final decision. Those proceedings that are regulated by the appropriate legal regulations are intended to exercise or oppose certain actions or exceptions related to certain mining claims either granted or to be granted and that do not or will not affect in an essential manner the development of the Company and its subsidiaries.
Soquimich Comercial S.A. has been involved and will probably continue being involved either as plaintiff or defendant in certain judicial proceedings through which it intends to collect and receive the amounts owed, the total nominal value of which is approximately ThUS$700.
The Company has made efforts and continues making efforts to obtain payment of certain amounts that are still owed it on occasion of their activities. Such amounts will continue to be required using judicial or non-judicial means by the plaintiffs, and the actions and exercise related to these are currently in full force and effect.
The Company and its subsidiaries have not received legal notice of any claims other than those mentioned in paragraph I above. The claims detailed above seek to annul certain mining claims that were purchased by SQM S.A. and Subsidiaries, the proportional purchase value of which, with respect to the portion affected by the superimposition, exceeds the nominal and approximate amount of ThUS$150. The claims seek payment of certain amounts allegedly owed by the Company due to its own activities, which exceed the approximate, nominal and individual amount of ThUS$150.
| F-145 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.2 Restrictions to management or financial limits
Credit contracts subscribed by the SQM Group with domestic and foreign banks and the issuance of bonuses in the local and international market require that the Company comply with the following level of consolidated financial indicators, calculated for a moving period which considers the last twelve months:
- To maintain a minimum equity of ThUS$1,000,000.
- To maintain a Net Financial Debt and EBITDA ratio not higher than 3 times.
- To maintain a Total Indebtedness Ratio not higher than 1.2 times Total Indebtedness level defined as the Total Liabilities divided by Total Equity.
- To maintain a ratio between the operating subsidiaries SQM Industrial S.A. and SQM Salar S.A., or their respective legal successor financial debt and the total Issuer’s consolidated current assets not higher than 0.3 times.
As of December 31, 2015, the aforementioned financial indicators are as follows:
| Indicator | 12/31/2015 | 12/31/2014 | ||||||
| Equity ThUS$ | 2,400,356 | 2,299,703 | ||||||
| Net Financial Debt/ EBITDA | 0.73 | 1.03 | ||||||
| Indebtedness | 0.93 | 1.03 | ||||||
| SQM Industrial and SQM Salar debt / Current assets | 0.01 | 0.02 | ||||||
Issuance contracts for bonds issued abroad require that the Company not merge or dispose of the title to all or a substantial part of its assets, unless all of the following conditions are met: (i) the legal successor company is an entity subject to Chilean or U.S. laws, and assumes the Company’s obligations under a complementary contract, (ii) the Issuer does not fail to comply immediately after the merge or disposal, and (iii) the Issuer delivers a legal opinion stating the merger or disposal and the complementary contract meet the requirements described in the original contract.
In addition, SQM S.A. is committed to disclose financial information on a quarterly basis.
The Company and its subsidiaries have complied and are fully complying with all aforementioned limitations, restrictions and obligations.
| F-146 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.3 Commitments
Our subsidiary SQM Salar S.A. (“SQM Salar”) has executed a lease agreement (the “Lease Agreement”) with the Corporación de Fomento de la Producción (“Corfo”), which establishes that the subsidiary will exploit certain mining properties owned by Corfo and will pay Corfo for the resulting products. This amount is described in the Lease Agreement and is calculated on the basis of the sales of each type of product. The Lease Agreement is in effect until 2030, and SQM Salar began making lease payments in 1996. For the year ended December 31, 2015, the lease payments gave rise to an expense of ThUS$23,155 (ThUS$21,070 for the year ended December 31, 2014 and ThUS$22,885 for the year ended December 31, 2013) in the statement of income.
On November 15, 2013, Corfo sent a letter to SQM Salar, stating its intention to a) collect the amount of Ch$2,530,298,919 (ThUS$4,823) that in Corfo’s opinion, SQM Salar owed to it for the calculation and payment of lease payments according to the Lease Agreement and b) require the constitution of an instance of arbitration stated in the Lease Agreement in order for the arbitrator appointed by the “Arbitration Center of the Santiago Chamber of Commerce” to determine whether other alleged lease payment obligations may exist that SQM Salar could owe to Corfo under the Lease Agreement.
During May 2014, Corfo filed a lawsuit against SQM Salar requesting the early termination of the agreement and other requests explained in Note 19.1. Such lawsuit is currently being processed.
SQM Salar differs completely from Corfo’s claims. In fact, the Lease Agreement has been in force for more than 20 years and during all this time, SQM Salar has paid to Corfo more than 80 quarterly payments in their entirety and on a timely basis that Corfo has received satisfactorily.
In our legal advisors’ opinion, there are no legal grounds to early terminate the lease agreement as –i- noncompliance on which the lawsuit is based do not exist and, if any, -ii- these are not gross or essential or hinder the purpose of the agreement –iii- the Company has never had the intention to deceive and has always been fully transparent in providing the information delivered. On the contrary, the conflict solely corresponds to a discussion on the right formula to calculate the lease payment amount.
The total amount finally requested by Corfo was at least US$8,940,829 – plus interest and costs – and the arbitration proceeding is [in the evidentiary stage]. Corfo and SQM Salar waived all recourses against the judgment provided by the arbitrator. However, it is not possible to rule out the filing of a new appeal against a complaint proceeding or extraordinary appeal arbitration ruling due to incompetence or ultra petita, invoking jurisprudence of the courts of justice indicating that both appeals cannot be waived.
During the period ended December 31, 2015, revenues related to products from the Salar de Atacama represented 37.78% of the Company’s total consolidated revenues. This corresponds to revenues from the Potassium and Lithium business lines.
Additionally, during the same period, SQM Salar sold potassium salts (sylvinite) and wet potassium chloride for a total of ThUS$102,428 to SQM Industrial S.A., a subsidiary of SQM, to be used as inputs in the production of potassium nitrate.
| F-147 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.4 Tax contingency
On March 20, 2015, the Company identified to the SII approximately US$11 million in payments of invoices that may not have been properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code. These payments originated from the office of the former CEO during the six-year tax period from 2009 to 2014. As a result, the Company subsequently submitted amendments to its tax returns for the 2009 to 2014 tax years and thereafter paid taxes and interest relating to such amended returns totaling approximately US$7.0 million. The Company recognized a provision of approximately US$7.2 million in its statement of income for the year ended December 31, 2014, in relation to these payments.
On April 24, 2015, the Company announced that it had identified up to an additional US$2 million in payments by its subsidiary SQM Salar S.A. during the same six-year tax period that were authorized by the former CEO and that were not properly supported by services rendered or that do not qualify as tax expenses under the Chilean tax code. Subsequently, SQM Salar S.A. filed amended tax returns and paid taxes and interest relating to such amended returns totaling approximately US$1.2 million. On August 14, 2015, the Company announced that it had identified to the SII approximately US$1.6 million in additional payments by SQM S.A. and its subsidiary SQM Industrial S.A. that were not properly supported by services rendered or that do not qualify as tax expenses under the Chilean tax code. SQM S.A. and SQM Industrial S.A. subsequently filed amended tax returns and the Company recorded a provision of approximately US$1.4 million in its statement of income for the year ended December 31, 2015. In early 2016, SQM Industrial S.A. paid taxes and interest relating to such amended returns totaling approximately US$0.3 million, and SQM S.A. paid taxes and interest relating to such amended returns totaling approximately US$1.3 million. The total amount of these two payments, approximately US$1.6 million, exceeds the total amount of the corresponding provision, approximately US$1.4 million. The difference will be recognized in the Company’s statement of income for the year ended December 31, 2016. The total impact of such payments and provisions on the Company’s statement of income for the year ended December 31, 2015 was approximately US$2.3 million.
SQM and its subsidiaries have concluded their internal analysis to identify payments of invoices that may not have been properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code.
On April 30, 2015, the Public Prosecutor, after reviewing the claims filed by the SII, informed the Company’s former CEO that it was formally investigating allegations that he approved the payment of the invoices that were not properly supported by services rendered or that did not qualify as tax expenses under the Chilean tax code and in connection therewith made intentionally false or incomplete declarations or used fraudulent procedures designed to conceal or disguise the true amount of transactions or to circumvent taxes. If he is finally adjudicated responsible, the Company may also be subject to the payment of a fine by the Chilean Criminal Court totaling 50% to 300% of the taxes paid. The Company estimates that no provision is needed at this stage.
| F-148 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.4 Tax contingency (continued)
On August 28, 2015, the SII sent to SQM a request for payment of taxes of US$8.7 million plus interests and fines related to the tax difference resulting from the application of articles 64 Bis and 64 Ter of the Chilean Income Tax Law. On September 9, 2015, SQM filed a Request for Voluntary Administrative Reconsideration with the SII, which was not accepted. As a result, on November 30, 2015, the Company paid the amounts as requested, totaling US$14.6 million, and reserved its right to file a tax claim against the request for payment by the SII with the Courts of Justice. The Company estimates that no provision is needed at this stage.
19.5 Restricted or pledged cash
The subsidiary Isapre Norte Grande Ltda., in compliance with that established by the Chilean Superintendency of Healthcare which regulates the running of pension-related health institutions, maintains a guarantee in financial instruments delivered in deposits, custody and administration to Banco de Chile.
This guarantee, according to the regulations issued by the Chilean Superintendency of Healthcare is equivalent to the total sum owed to its members and medical providers Banco de Chile reports the present value of the guarantee to the Chilean Superintendence of Healthcare and Isapre Norte Grande Ltda. on a daily basis. As of December 31, 2015, the guarantee amounts to ThUS$702.
| F-149 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.5 Restricted or pledged cash, continued
SQM S.A. maintains funds with Morgan Stanley for margin call, which provide collateral for the exposure by the bank with respect to the Company.
Such collateral hedges the fair value of the Cross Currency Swap that SQM SA has entered into to hedge a portion of the Series H Bond.
Through the present date, SQM S.A. has delivered ThUS$8,200 to Morgan Stanley, which will be released when one of the following conditions occurs:
1. The market value of the Cross Currency Swap is lower than the sum delivered ThUS$8,200 and the collateral threshold ThUS$5,000.
2. The Cross Currency Swap associated with the Series H Bond expires on January 5, 2018.
19.6 Securities obtained from third parties
The main security received (exceeding ThUS$100) from third parties to guarantee Soquimich Comercial S.A.’s compliance with obligations in contracts of commercial mandates for the distribution and sale of fertilizers amounted to ThUS$7,137 and ThUS$9,176 on December 31, 2015 and December 31, 2014 respectively; which is detailed as follows:
| Grantor | Relationship | 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||||
| Agrícola Lobert Ltda. | Unrelated third party | 760 | 837 | |||||||
| Agroc Patricio Bornand L. Eirl | Unrelated third party | 322 | 363 | |||||||
| Arena Fertilizantes y Semillas | Unrelated third party | 211 | - | |||||||
| Bernardo Guzman Schmidt | Unrelated third party | 115 | 129 | |||||||
| Comercial Agrosal Ltda. | Unrelated third party | - | 108 | |||||||
| Contador Frutos S.A. | Unrelated third party | 1,443 | 1,623 | |||||||
| Covepa SPA | Unrelated third party | 780 | 1,633 | |||||||
| Dante Hauri Gomez | Unrelated third party | - | 109 | |||||||
| Gilberto Rivas Y Cia. Ltda. | Unrelated third party | 115 | 129 | |||||||
| Hortofruticola La Serena | Unrelated third party | 267 | 301 | |||||||
| Johannes Epple Davanzo | Unrelated third party | 451 | 691 | |||||||
| Juan Luis Gaete Chesta | Unrelated third party | 227 | 266 | |||||||
| Lemp Martin Julian | Unrelated third party | 103 | 115 | |||||||
| Neyib Farran Y Cia. Ltda. | Unrelated third party | - | 124 | |||||||
| Sebastian Urrutia Araya | Unrelated third party | - | 117 | |||||||
| Soc.Agr. Huifquenco Cia Ltda. | Unrelated third party | - | 108 | |||||||
| Soc. Agrocom. Julio Polanco | Unrelated third party | 141 | 296 | |||||||
| Tattersall Agroinsumos S.A. | Unrelated third party | 2,000 | 2,000 | |||||||
| Vicente Oyarce Castro | Unrelated third party | 202 | 227 | |||||||
| Total | 7,137 | 9,176 | ||||||||
| F-150 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.7 Indirect guarantees
Guarantees in which there is no pending balance indirectly reflect that the respective guarantees are in force and approved by the Company’s Board of Directors and have not been used by the respective subsidiary.
| Debtor | Balances as of the closing date of the financial statements | |||||||||||||
| Creditor of the guarantee | Name | Relationship | Type of guarantee | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | |||||||||
| Australian and New Zealand Bank | SQM North America Corp | Subsidiary | Bond | - | - | |||||||||
| Australian and New Zealand Bank | SQM Europe N.V. | Subsidiary | Bond | - | - | |||||||||
| Generale Bank | SQM North America Corp | Subsidiary | Bond | - | - | |||||||||
| Generale Bank | SQM Europe N.V. | Subsidiary | Bond | - | - | |||||||||
| Kredietbank | SQM North America Corp | Subsidiary | Bond | - | - | |||||||||
| Kredietbank | SQM Europe N.V. | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | SQM Europe N.V. | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | SQM North America Corp | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | Nitratos Naturais do Chile Ltda. | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | SQM México S.A. de C.V. | Subsidiary | Bond | - | - | |||||||||
| Banks and financial institutions | SQM Brasil Ltda. | Subsidiary | Bond | - | - | |||||||||
| “BNP” | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| Sociedad Nacional de Mineria A.G. | SQM Potasio S.A. | Subsidiary | Bond | - | - | |||||||||
| Scotiabank & Trust (Cayman) Ltd. | Royal Seed Trading A.V.V. | Subsidiary | Bond | - | - | |||||||||
| Scotiabank & Trust (Cayman) Ltd. | Royal Seed Trading A.V.V. | Subsidiary | Bond | - | 50,137 | |||||||||
| Bank of America | Royal Seed Trading A.V.V. | Subsidiary | Bond | 40,137 | 40,117 | |||||||||
| Export Development Canada | Royal Seed Trading A.V.V. | Subsidiary | Bond | 20,010 | 40,012 | |||||||||
| The Bank of Tokyo-Mitsubishi UFJ Ltd. | Royal Seed Trading A.V.V. | Subsidiary | Bond | 20,052 | 40,084 | |||||||||
| JP Morgan Chase Bank | SQM Industrial S.A. | Subsidiary | Bond | - | - | |||||||||
| The Bank of Nova Scotia | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| Morgan Stanley Capital Services | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| The Bank of Tokyo-Mitsubishi UFJ Ltd. | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| HSBC | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| Deutsche Bank AG | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| F-151 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 19 Contingencies and restrictions (continued)
19.7 Indirect guarantees, continued
The bonds which disclose a balance as of December 31, 2015 and December 31, 2014 are detailed below:
| Debtor | Pending balances as of the closing date of the financial statements | |||||||||||||
| Creditor of the guarantee | Name | Relationship | Type of guarantee | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | |||||||||
| Credit Suisse International | SQM Investment Corp. N.V. | Subsidiary | Bond | - | - | |||||||||
| F-152 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 20 Earnings per share
Basic earnings per share are calculated by dividing net income attributable to the Company’s shareholders by the weighted average of the number of shares in circulation during that period.
As expressed, earnings per share are detailed as follows:
| Basic earnings per share | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Earnings (losses) attributable to owners of the parent | 220,356 | 236,889 | 467,113 | |||||||||
| 12/31/2015 Units | 12/31/2014 Units | 12/31/2013 Units | ||||||||||
| Number of common shares in circulation | 263,196,524 | 263,196,524 | 263,196,524 | |||||||||
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| Basic earnings per share (US$ per share) | 0.84 | 0.90 | 1.77 | |||||||||
The Company has not made any operations with a potential dilutive effect that assumes diluted earnings per share are different from the basic earnings per share.
| F-153 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 21 Borrowing costs
The cost of interest is recognized as expenses in the year in which it is incurred, except for interest that is directly related to the acquisition and construction of tangible property, plant and equipment assets and that complies with the requirements of IAS 23. As of December 31, 2015, total interest expenses incurred amount to ThUS$69,853 (ThUS$63,373 as of December 31, 2014).
The Company capitalizes all interest costs directly related to the construction or to the acquisition of property, plant and equipment, which require a substantial time to be suitable for use.
| 21.1 | Costs of capitalized interest, property, plant and equipment |
The cost of capitalized interest is determined by applying the average or weighted average of all financing costs incurred by the Company to the monthly end balances of works-in-progress meeting the requirements of IAS 23.
The rates and costs for capitalized interest of property, plant and equipment are detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| Capitalization rate of costs for capitalized interest, property, plant and equipment | 5 | % | 7 | % | ||||
| Amount of costs for interest capitalized in ThUS$ | 4,666 | 7,732 | ||||||
| F-154 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 22 Effect of fluctuations on foreign currency exchange rates
| a) | Foreign currency exchange differences recognized in profit or loss except for financial instruments measured at fair value through profit or loss: |
12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | ||||||||||
| Conversion foreign exchange gains (losses) recognized in the result of the year. | (12,364 | ) | (16,545 | ) | (11,954 | ) | ||||||
| Conversion foreign exchange reserves attributable to the owners of the controlling entity | (6,334 | ) | (3,884 | ) | (3,487 | ) | ||||||
| Conversion foreign exchange reserves attributable to the non-controlling entity | (165 | ) | (132 | ) | (72 | ) | ||||||
| b) | Reserves for foreign currency exchange differences: |
As of December 31, 2015, and December 31, 2014, foreign currency exchange differences are detailed as follows:
| Detail | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | |||||||||
| Changes in equity generated by conversion of equity value: | ||||||||||||
| Comercial Hydro S.A. | 1,004 | 1,004 | 1,004 | |||||||||
| SQMC Internacional Ltda. | (20 | ) | - | 22 | ||||||||
| Proinsa Ltda. | (15 | ) | - | 16 | ||||||||
| Comercial Agrorama Ltda. | (100 | ) | (31 | ) | 36 | |||||||
| Isapre Norte Grande Ltda. | (155 | ) | (91 | ) | 15 | |||||||
| Almacenes y Depósitos Ltda. | (31 | ) | 42 | 69 | ||||||||
| Sales de Magnesio Ltda. | (161 | ) | 2 | 103 | ||||||||
| Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | (9 | ) | (8 | ) | 9 | |||||||
| Agrorama S.A. | (35 | ) | (30 | ) | (16 | ) | ||||||
| Doktor Tarsa | (8,305 | ) | (5,076 | ) | (3,647 | ) | ||||||
| SQM Vitas Fzco | (2,245 | ) | (1,084 | ) | (657 | ) | ||||||
| Ajay Europe | (1,731 | ) | (809 | ) | 146 | |||||||
| SQM Eastmed Turkey | (81 | ) | (69 | ) | (42 | ) | ||||||
| Charlee SQM (Thailand) Co. Ltd. | (476 | ) | (176 | ) | (129 | ) | ||||||
| Coromandel SQM India | (301 | ) | (253 | ) | (231 | ) | ||||||
| SQM Italia SRL | (250 | ) | (128 | ) | 89 | |||||||
| SQM Oceania Pty Ltd. | (634 | ) | (634 | ) | (619 | ) | ||||||
| SQM Indonesia S.A. | (123 | ) | (123 | ) | 15 | |||||||
| Abu Dhabi Fertilizers Industries WWL. | 21 | 20 | - | |||||||||
| SQM Vitas Holland | (320 | ) | (189 | ) | - | |||||||
| SQM Thailand Limited | (68 | ) | (68 | ) | - | |||||||
| Total | (14,035 | ) | (7,701 | ) | (3,817 | ) | ||||||
| F-155 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 22 Effect of fluctuations on foreign currency exchange rates (continued)
| c) | Functional and presentation currency |
The functional currency in these companies corresponds to the currency of the country of origin of each entity, and its presentation currency is the U.S. dollar.
| d) | Reasons to use one presentation currency and a different functional currency |
| - | The total revenues of these subsidiaries are associated with the local currency. |
| - | The commercialization cost structure of these companies is affected by the local currency. |
| - | The equities of these companies are expressed in local currency (Chilean peso). |
Note 23 Environment
| 23.1 | Disclosures of disbursements related to the environment |
The Company is continuously concerned with protecting the environment both in its production processes and with respect to products manufactured. This commitment is supported by the principles indicated in the Company’s Sustainable Development Policy. The Company is currently operating under an Environmental Management System (EMS) that has allowed it to strengthen its environmental performance through the effective application of the Company’s Sustainable Development Policy.
Operations that use caliche as a raw material are carried out in desert areas with climatic conditions that are favorable for drying solids and evaporating liquids using solar energy. Operations involving the open-pit extraction of minerals, due to their low waste-to-mineral ratio, generate remaining deposits that slightly alter the environment. A portion of the ore extracted is crushed, a process in which particle emissions occur. Currently this operation is conducted only at the Pedro de Valdivia worksite and no ore crushing process is conducted in the María Elena sector.
Many of the Company’s products are shipped in bulk at the Port of Tocopilla. In 2007, the city of Tocopilla was declared a zone saturated with MP10 Particles mainly due to the emissions from the electric power plants that operate in that city. In October 2010, the Decontamination Plan for Tocopilla was put in place. Accordingly, the Company has committed to taking several measures to mitigate the effects derived from bulk product movements in the port. These measures have been successfully implemented since 2007.
The Company carries out environmental follow-up and monitoring plans based on specialized scientific studies. Within this context, the Company entered into a contract with the National Forestry Corporation (CONAF) aimed at researching the activities of flamingo groups that live in the Salar de Atacama (Atacama Saltpeter Deposit) lagoons. Such research includes a population count of the birds, as well as breeding research. Environmental monitoring activities carried out by the Company at the Salar de Atacama and other systems in which it operates are supported by a number of studies that have integrated diverse scientific efforts from prestigious research centers, including Dictuc from the Pontificia Universidad Católica in Santiago and the School of Agricultural Science of the Universidad de Chile.
| F-156 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.1 | Disclosures of disbursements related to the environment, continued |
Furthermore, within the framework of the environmental studies which the Company is conducting, the Company performs significant activities in relation to the recording of Pre-Columbian and historical cultural heritage, as well as the protection of heritage sites, in accordance with current Chilean laws. These activities have been especially performed in the areas surrounding Maria Elena and the Nueva Victoria plants. This effort is being accompanied by cultural initiatives within the community and the organization of exhibits in local and regional museums.
As emphasized in its Sustainable Development Policy, the Company strives to maintain positive relationships with the communities surrounding the locations in which it carries out its operations, as well as to participate in communities’ development by supporting joint projects and activities which help to improve the quality of life for residents. For this purpose, the Company has focused its efforts on activities involving the rescue of historical heritage, education and culture, as well as development.
In order to do so, it acts both individually and in conjunction with private and public entities.
| 23.2 | Detail of information on disbursements related to the environment |
The accumulated disbursements in which the Company incurred as of December 31, 2015 for the concept of investments in production processes, verification and control of compliance with ordinances and laws relative to industrial processes and facilities, including prior year disbursements related to these projects amounted to ThUS$12,560 and are detailed as follows:
| F-157 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.3 | Detail of information on disbursements related to the environment, continued |
Accumulated expenses as of 12/31/2015
| Identification of the Parent or subsidiary | Name of the project with which expenditure
is associated | Concept for which the expenditure was made or will be made | Asset / Expense | Description of the asset or expense Item | Amount
of | Actual or estimated date on which expenditure was or will be made | ||||||||
| Miscellaneous | Environmental-operational area | Not classified | Expense | Not classified | 1,683 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | IQWZ - Normalization TK NV liquid fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 138 | 04/30/2016 | ||||||||
| SQM Industrial S.A. | MP5W - Normalization TK´s Fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 2,619 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | PPZU - Standardize and Certify Plant Fuel Tanks | Environmental processing | Asset | Not classified | 3,174 | 12/31/2016 | ||||||||
| SQM Industrial S.A. | PQXM – Elaboration DIA Operation with batteries in PV | Environmental processing | Asset | Not classified | 1 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | 04-I0002 - Nueva Iris TAS | Sustainability | Asset | Not classified | 48 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | 04-I0023 - Acquisition of leak detection equipment | Sustainability: Environment and Risk Prevention | Asset | Not classified | 39 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | 04-J0033 – Improvements to water distribution | Sustainability: Environment and Risk Prevention | Expense | Not classified | 392 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | 04-I0076 – NV evaporation ponds | Sustainability: Environment and Risk Prevention | Expense | Not classified | 62 | 09/29/2016 | ||||||||
| SQM S.A. | IPFT - Cultural Heritage Region I | Sustainability | Expense | Not classified | 174 | 12/31/2015 | ||||||||
| SQM S.A. | IQ1M - PSA Re-injection of water to Puquios Llamara | Sustainability: Environment and Risk Prevention | Asset | Not classified | 2,579 | 12/31/2015 | ||||||||
| SQM S.A. | IQOW- Deposit authorization for Humberstone heritage | Sustainability: Environment and Risk Prevention | Expense | Not classified | 2 | 12/31/2015 | ||||||||
| SQM S.A. | IQWS - Mine Area equity measures Stage II | Sustainability: Environment and Risk Prevention | Expense | Not classified | 102 | 12/31/2015 | ||||||||
| SQM S.A. | IQX6 – Environmental management plan of Tamarugos Pampa del Tamarugal 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 154 | 12/31/2015 | ||||||||
| SQM S.A. | IQXB – Environmental management plan of Tamarugos Salar de Llamara 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 19 | 12/31/2015 | ||||||||
| SQM S.A. | 01-I0032 – Standardization of hazardous materials | Sustainability: Environment and Risk Prevention | Asset | Not classified | 20 | 12/31/2016 | ||||||||
| SQM S.A. | 01-I0042 – Mine are equity measures Stage III | Sustainability: Environment and Risk Prevention | Expense | Not classified | 41 | 12/31/2015 | ||||||||
| SQM S.A. | 01-I0046 – Cultural Heritage Pampa Hermosa 2014 - 2015 | Sustainability | Expense | Not classified | 15 | 03/31/2016 | ||||||||
| F-158 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.2 | Detail of information on disbursements related to the environment, continued |
Accumulated expenses as of 12/31/2015, continued
| Identification of the Parent or subsidiary | Name of the project with which expenditure
is associated | Concept for which the expenditure was
made or will be made | Asset / Expense | Description of the asset or expense Item | Amount
of | Actual or estimated date on which expenditure was or will be made | ||||||||
| SQM S.A. | 01-IQWP - 01-J0011 - DIA expansion of NV mine site | Environmental processing | Expense | Not classified | 19 | 04/02/2016 | ||||||||
| SQM S.A. | 01-I0055 – Standardization of SO2 plants | Sustainability | Asset | Not classified | 5 | 12/31/2016 | ||||||||
| SQM S.A. | 01-I0067 – Enablement of CPC wells | Sustainability: Environment and Risk Prevention | Expense | Not classified | 133 | 01/01/2016 | ||||||||
| SQM S.A. | 01-I0071 – 2015-2016 Environmental Follow-up Plan for Pampa del Tamarugal | Sustainability | Expense | Not classified | 363 | 03/31/2017 | ||||||||
| SQM S.A. | 01-I0072 - Environmental Follow-up Plan Salar de Llamara 2015-2016 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 54 | 03/31/2017 | ||||||||
| SQM S.A. | 01-I0073 – Compliance with Iodine and Gas Capture Standard | Sustainability: Environment and Risk Prevention | Asset | Not classified | 6 | 07/31/2017 | ||||||||
| SQM S.A. | 01-P0030 – Plant 1 Scrubber and Plant 3 Scrubber | Sustainability: Environment and Risk Prevention | Asset | Not classified | 210 | 12/31/2015 | ||||||||
| SQM S.A. | 01-P0035 – Tur Development Master Plan | Sustainability: Environment and Risk Prevention | Expense | Not classified | 12 | 01/31/2016 | ||||||||
| SQM Salar S.A. | LQDM – certification of tanks | Sustainability: Replacement of equipment | Asset | Not classified | 256 | 12/31/2015 | ||||||||
| SIT S.A. | TQQ5 – Environmental curtains, Field No.8 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 221 | 12/31/2015 | ||||||||
| SIT S.A. | 03-T0008 – Mobile belt protections 2, 5 and 7 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 11 | 12/31/2016 | ||||||||
| SIT S.A. | 03-T0030 – Archeological salvage for northern access, Port of Tocopilla | Sustainability | Expense | Not classified | 8 | 12/31/2015 | ||||||||
| Total | 12,560 | |||||||||||||
| F-159 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.2 | Detail of information on disbursements related to the environment, continued |
Future expenses as of 12/31/2015
| Identification of the Parent or subsidiary | Name of the project with which expenditure
is associated | Concept for which the expenditure was
made or will be made | Asset / Expense | Description of the asset or expense Item | Amount
of | Actual or estimated date on which expenditure was or will be made | ||||||||
| SQM Industrial S.A. | IQWZ - Normalization TK NV liquid fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 373 | 04/30/2016 | ||||||||
| SQM Industrial S.A. | MP5W - Normalization TK´s Fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 30 | 12/31/2016 | ||||||||
| SQM Industrial S.A. | PPZU - Standardize and Certify Plant Fuel Tanks | Environmental processing | Asset | Not classified | 290 | 12/31/2016 | ||||||||
| SQM Industrial S.A. | M0006 – Significant maintenance of ME town streets and ME garbage dumps | Sustainability | Asset | Not classified | 150 | 12/31/2016 | ||||||||
| SQM Industrial S.A. | 04-J0041 – Coya Sur Field Disposal DIA | Environmental processing | Asset | Not classified | 83 | 12/31/2016 | ||||||||
| SQM Salar S.A. | 19-LQXW – White water | Environmental processing | Asset | Not classified | 269 | 12/31/2016 | ||||||||
| SQM S.A. | 01-I0032- Hazardous Materials Standardization | Sustainability | Asset | Not classified | 80 | 12/31/2016 | ||||||||
| SQM S.A. | 01-I0046 - Cultural heritage Pampa Hermosa 2014 – 2015 | Sustainability | Expense | Not classified | 130 | 03/31/2016 | ||||||||
| SQM S.A. | 01-I0055 – Standardization of SO2 plants | Sustainability | Asset | Not classified | 10 | 12/31/2016 | ||||||||
| SQM S.A. | 01-I0067 – Enablement of CPC wells | Sustainability: Environment and Risk Prevention | Expense | Not classified | 56 | 01/01/2016 | ||||||||
| SQM S.A. | 01-I0071 – 2015-2016 Environmental Follow-up Plan for Pampa del Tamarugal | Sustainability | Expense | Not classified | 658 | 03/31/2017 | ||||||||
| SQM S.A. | 01-I0072 – 2015-2016 Environmental Follow-up Plan Salar de Llamara 2015-2016 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 248 | 03/31/2017 | ||||||||
| SQM S.A. | 01-I0073 – Compliance with Iodine and Gas Capture Standard | Sustainability: Environment and Risk Prevention | Asset | Not classified | 124 | 07/31/2017 | ||||||||
| Total | 2,501 | |||||||||||||
| F-160 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.2 | Detail of information on disbursements related to the environment, continued |
Accumulated expenses as of 12/31/2014
| Identification of the Parent or subsidiary | Name of the project with which expenditure
is associated | Concept for which the expenditure was made
or will be made | Asset / Expense | Description of the asset or expense Item | Amount
of | Actual or estimated date on which expenditure was or will be made | ||||||||
| Miscellaneous | Environmental-operational area | Not classified | Expense | Not classified | 1,709 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | IQWZ - Normalization TK NV liquid fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 31 | 12/01/2015 | ||||||||
| SQM Industrial S.A. | MP5W - Normalization TK´s Fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 2,512 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | MQBM - Archaeological Digging Deployment Maria Elena - Toco | Sustainability: Environment and Risk Prevention | Expense | Not classified | 26 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | MQK2 – Elimination of PCBs I | Sustainability: Environment and Risk Prevention | Expense | Not classified | 17 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | PPZU - Standardize and Certify Plant Fuel Tanks | Environmental processing | Asset | Not classified | 2,708 | 12/01/2015 | ||||||||
| SQM Industrial S.A. | PQLV – Pedro de Valdivia mine site DIA | Environmental processing | Asset | Not classified | 271 | 12/01/2014 | ||||||||
| SQM Industrial S.A. | TQA2 - Drainage Improvement Villa Prat | Sustainability: Environment and Risk Prevention | Expense | Not classified | 22 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | PQXM – Elaboration DIA Operation with batteries in PV | Environmental processing | Asset | Not classified | 116 | 12/01/2014 | ||||||||
| SQM Industrial S.A. | 04-I0002 - Nueva Iris TAS | Sustainability | Asset | Not classified | 47 | 12/31/2015 | ||||||||
| SQM S.A. | IPFT - Cultural Heritage Region I | Sustainability | Expense | Not classified | 174 | 12/31/2014 | ||||||||
| SQM S.A. | IQ1M - PSA Re-injection of water to Puquios Llamara | Sustainability: Environment and Risk Prevention | Asset | Not classified | 2,443 | 12/31/2014 | ||||||||
| SQM S.A. | IQ3S- Hazardous Materials Management Standardization | Sustainability | Asset-Expense | Not classified | 385 | 12/31/2014 | ||||||||
| SQM S.A. | IQOW- Deposit authorization for Humberstone heritage | Sustainability: Environment and Risk Prevention | Expense | Not classified | 2 | 12/31/2014 | ||||||||
| SQM S.A. | IQWS - Mine Area equity measures Stage II | Sustainability: Environment and Risk Prevention | Expense | Not classified | 102 | 10/31/2014 | ||||||||
| SQM S.A. | IQX6 – Environmental management plan of Tamarugos Pampa del Tamarugal 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 518 | 04/01/2015 | ||||||||
| SQM S.A. | IQXB – Environmental management plan of Tamarugos Salar de Llamara 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 344 | 04/01/2015 | ||||||||
| SQM S.A. | I0042 – Mine are equity measures Stage III | Sustainability: Environment and Risk Prevention | Expense | Not classified | 149 | 03/31/2015 | ||||||||
| SQM S.A. | 01-I0046 – Cultural heritage Pampa Hermosa 2014 - 2015 | Sustainability | Expense | Not classified | 15 | 03/31/2016 | ||||||||
| SQM Salar S.A. | LQDM – Certification of tanks | Sustainability: Replacement of equipment | Asset | Not classified | 256 | 12/31/2014 | ||||||||
| SQM Salar S.A. | LQI6 - EIA Operating maintenance at Salar de Atacama | Environmental processing | Asset | Not classified | 677 | 12/31/2015 | ||||||||
| SQM Salar S.A. | LQXW – White water | Environmental processing | Asset | Not classified | 55 | 12/31/2015 | ||||||||
| SQM Nitratos S.A. | IQMH - Normalization Mine NV area operation | Sustainability: Environment and Risk Prevention | Asset | Not classified | 246 | 12/31/2014 | ||||||||
| SIT S.A. | TQQ5 - Environmental curtains Field No. 8 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 221 | 06/30/2015 | ||||||||
| SIT S.A. | 03-T0013 – Improvement of sewerage system, Villa Prat 2014 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 115 | 12/31/2014 | ||||||||
| SIT S.A. | 03-T0008 – Mobile belt protections 2, 5 and 7 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 106 | 12/31/2014 | ||||||||
| Total | 13,267 | |||||||||||||
| F-161 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.2 | Detail of information on disbursements related to the environment, continued |
Future expenses as of 12/31/2014
| Identification of the Parent or subsidiary | Name of the project with which expenditure
is associated | Concept for which the expenditure was
made or will be made | Asset / Expense | Description of the asset or expense item | Amount
of | Actual or estimated date on which expenditure was or will be made | ||||||||
| SQM Industrial S.A. | IQWZ - Normalization TK NV liquid fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 402 | 12/01/2015 | ||||||||
| SQM Industrial S.A. | MP5W - Normalization TK´s Fuels | Sustainability: Environment and Risk Prevention | Asset | Not classified | 101 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | MQBM - Archaeological Digging Deployment Maria Elena - Toco | Sustainability: Environment and Risk Prevention | Expense | Not classified | 12 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | MQK2 – Elimination of PCBs I | Sustainability: Environment and Risk Prevention | Expense | Not classified | 33 | 12/31/2014 | ||||||||
| SQM Industrial S.A. | PPZU - Standardize and Certify Plant Fuel Tanks | Environmental processing | Asset | Not classified | 596 | 12/01/2015 | ||||||||
| SQM Industrial S.A. | PQXM - Elaboration DIA Operation with batteries in PV | Environmental processing | Asset | Not classified | 184 | 12/01/2014 | ||||||||
| SQM Industrial S.A. | J0006 – NPT III boiler gas scrubbing system | Sustainability: Environment and Risk Prevention | Asset | Not classified | 250 | 03/31/2015 | ||||||||
| SQM Industrial S.A. | I0002 – Nueva Iris TAS | Sustainability and Environment | Asset | Not classified | 13 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | M0006 – Significant maintenance of ME town streets and ME garbage dumps | Sustainability | Asset | Not classified | 98 | 12/31/2015 | ||||||||
| SQM Industrial S.A. | 04-I0023 – Acquisition of leak detection equipment | Sustainability: Environment and Risk Prevention | Asset | Not classified | 35 | 03/31/2015 | ||||||||
| SQM S.A. | IQWS - Mine Area equity measures Stage II | Sustainability: Environment and Risk Prevention | Expense | Not classified | 4 | 10/31/2014 | ||||||||
| SQM S.A. | IQX6 – Environmental management plan of Tamarugos Pampa del Tamarugal 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 209 | 04/01/2015 | ||||||||
| SQM S.A. | IQXB – Environmental management plan of Tamarugos Salar de Llamara 2013-2014 | Sustainability: Environment and Risk Prevention | Asset | Not classified | 41 | 04/01/2015 | ||||||||
| SQM S.A. | I0032- Hazardous Materials Standardization | Sustainability | Asset | Not classified | 100 | 12/31/2015 | ||||||||
| SQM S.A. | I0042 - Mine Area equity measures Stage III | Sustainability: Environment and Risk Prevention | Expense | Not classified | 131 | 03/31/2015 | ||||||||
| SQM S.A. | 01-I0046 - Cultural heritage Pampa Hermosa 2014 – 2015 | Sustainability | Expense | Not classified | 5 | 03/31/2016 | ||||||||
| SQM S.A. | 01-IQWP - 01-J0011 - DIA Expansion of NV Mine Zone | Environmental processing | Expense | Not classified | 22 | 04/02/2016 | ||||||||
| SQM Salar S.A. | LQI6 - EIA Operating maintenance at Salar de Atacama | Environmental processing | Asset | Not classified | 48 | 12/31/2015 | ||||||||
| SIT S.A. | TQQ5 - Environmental curtains Field No. 8 | Sustainability: Environment and Risk Prevention | Expense | Not classified | 9 | 06/30/2015 | ||||||||
| Total | 2,293 | |||||||||||||
| F-162 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
Note 23 Environment (continued)
| 23.3 | Description of each project, indicating whether these are in process or have been finished |
SQM Industrial S.A.
IQWZ: Performing an analysis of the tank facilities (civil works, mechanical work, piping, electrical work and instruments) by a company specialized in liquid fuels and that is a Certifying Entity. After that, performance of the detail engineering and then implementation of the modifications required to normalize the TKs facilities and leave them in conditions to be declared and filed with the SEC. The budget of ThUS$123 only covers expenses related to the analysis and detail engineering. The project is in process.
I0002: The project involves a new waste water treatment plant, for the supervisor role area in the Iris campsite. The project is pending.
MP5W: Normalization of the fuel storage and distribution system in SQM installations. This project is in process.
M0006: The project involves the enhancement of the bischofite layer in main streets of the town ME. This project is in process.
PPZU: The necessary actions to normalize and certify fuel tanks in the plants in Maria Elena, Coya Sur and Pedro de Valdivia were performed. This project is in process.
PQXM: Elaborate a project to enter into the Environmental Impact Assessment System (SEIA), with the intention of obtaining the environmental approval for the operation of Batteries in Pedro de Valdivia. This project is in process.
I0023: This project is aimed at acquiring leak detection equipment to ensure that evaporation ponds are not damaged and no solution is lost, avoiding the pollution of the environment. This project is in process.
J0033: This project contemplates improving the reliability and sustainability of industrial water and drinking water, mitigating uncontrolled water loss, making investments for the change in the distribution line to processing plants, investment in technological equipment and engineering studies; improving water adduction from the Loa and San Salvador rivers, complying with the ongoing controls by the Governmental Authorities (DGA (the General Directorate of Water and Seremi Salud (the Ministerial Regional Secretariat for Health). This project is in process.
I0076: Development of the Project for the exploitation of iodine in the northern area of Iquique. This project is in progress.
J0041: Preparation and Processing of the Environmental Impact Statement, for unauthorized disposal field areas and request a new area to build evaporation ponds. This project is currently in progress.
| F-163 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 23 | Environment (continued) |
| 23.3 | Description of each project, indicating whether these are in process or have been finished, continued |
SQM S.A.
IPFT: The project considers the implementation of measures committed in projects in the area of the Nueva Victoria mine, update of operations in Nueva Victoria, evaporation ducts and pits in Iris. The project is at the closure stage.
IQ1M: Implementing environmental commitments included in the EIS of project “Pampa Hermosa” to safeguard the puquíos zone that is in the Salar de Llamara water reservoir. The project is in the closure stage.
IQOW: Enabling a deposit in Humberstone Saltpeter to store material of heritage interest recovered in land campaigns of Project ZMNV (performed and to be performed). The project is in the closure stage.
IQWS: Implementation of heritage-related environmental commitments, to make available mining areas in 2013, required to develop the mining exploitation of the VPONV, in compliance with the commitments agreed through the Environmental Assessment System (SEA). The project is in process.
IQWP: This project consists of reclassifying geological resources measured. The project is in process.
IQX6: Implementation of environmental commitments of the Pampa Hermosa Project at Pampa del Tamarugal considered for the years 2013-2014. The project is in process.
IQXB: Implementation of environmental commitments of the Pampa Hermosa Project at Llamara Saltpeter deposit considered for the years 2013-2014. The project is in process.
I0032: Presenting departures from the standard currently in force with respect to storage of hazardous substances and provisions of SD 78/2010. This project is in process.
I0042: The project involves the implementation of equity measures under the Environmental Assessment for the mining area. It comprises the implementation of a fence in the exclusion and archaeological working area in the mining areas, required for the exploitation in 2014. This project is in process.
I0046: The project consists of the implementation of equity measures committed in the Environmental Assessment of the Pintados sector (geoglyphs and former railway station) and for the Sur Viejo sector the implementation of development activities and archeological works are contemplated. This project is in progress.
I0055: This project consists of changing gas extractors to increase air flows, changing SO2 absorption towers for prilling, extending the diameter of ducts; thereby guaranteeing an increase and sustaining the gas/liquid ratio. In order to decrease SO2 emissions require the installation of a scrubber unit (tower, pump, gas extractor and piping), the same concept developed at the ME Iodine SO2 plant. This project is in progress.
| F-164 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 23 | Environment (continued) |
| 23.3 | Description of each project, indicating whether these are in process or have been finished, continued |
I0067: This stage of the project will allow identifying equity findings and other environmental commitments in addition to the performance of the basic engineering for the impulsion, electric line and crossing of Ruta 5 Norte highway. This project is in progress.
I0071: This project consists of implementing mitigation and compensation actions as committed in the Environmental Assessment of the Pampa Hermosa Environmental Impact Assessment (EIA). Actions to be implemented are those contemplated in the Environmental Management Plan of Tamarugos in Pampa del Tamarugal (Environmental Education Program, production of tamarugo plants, planting tamarugos, ex situ conservation of tamarugos, tamarugo production, program for the investigation and support for the phytosanitary control of tamarugos). This project is in progress.
I0072: This project consists of implementing mitigation and compensation actions as committed in the Environmental Assessment of the Pampa Hermosa Environmental Impact Assessment (EIA). Actions to be implemented are those contemplated in the Environmental Management Plan of Tamarugos in Pampa del Tamarugal (Environmental Education Program, production of tamarugo plants, planting tamarugos, ex situ conservation of tamarugos, tamarugo production, program for the investigation and support for the phytosanitary control of tamarugos). This project is in progress.
I0073: Installation in the iodine plant and warehouse of an iodine gas capturing that allows meeting the applicable standard. This is composed of: large volume capacity gas extractors, gas ducts designed with recommended speeds for the ventilation system, towers with packing to absorb iodine gases. This requires a conceptual engineering study, the development of IB and details for the acquisition and supply of equipment, assembly and start-up (iodine gas measurements). As committed with our mutual organization (Chilean Domestic Hygiene and Occupational Health Plan overseen by the Health Service), this project should be operating on April 30, 2016 (letter to the Regional Secretariat of the Health Ministry (SEREMI) of the Tarapaca Region dated July 14, 2014: Sanitary Resolution Ref: 2317). This project is in progress.
P0030: To reply to the indication by the Health Service, the Company must install a Scrubber tower in each plant, which will collect the residual SO2 from the plant chimneys. To perform this, the Company will install existing towers through which brine solutions will go through absorbing the SO2 found in the gaseous phase. This project is in progress.
P0035: The cultural, historical and local promotion, the dissemination of the saltpeter touristic amenities and the enhancement of tangible and intangible saltpeter equity. This project is in progress.
| F-165 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 23 | Environment (continued) |
| 23.3 | Description of each project, indicating whether these are in process or have been finished, continued |
SQM Salar S.A.
LQDM: Certification of the liquid fuel storage tanks. This project is in process.
LQXW: Increasing the availability of brine ponds. The greater capacity of water wells implies the possibility of re-injecting more water to the saltpeter deposit, resulting in an increase in brine extraction. The expense considered only includes environmental processing. The project is in process.
SIT S.A.
TQQ5: This project aims to contain emissions of particulate material to prevent contamination to adjacent communities. The project is in process.
T0008: This project consists of reducing pollution issues in the bulk loading process and increasing port safety. This project is in process.
T0030: An archeological salvage must be performed through excavations with stratigraphic control, with the purpose of recovering the remains of, at least, four funeral contexts noted in the profiles of trenches Nos. 9 and 11. In addition, it is necessary to collect the disturbed osseous remains, which, due to reasons unknown to us, are located in the current surface of the land where the trenches are located. This project is in process.
| F-166 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 24 | Other current and non-current non-financial assets |
As of December 31, 2015, and December 31, 2014, the detail of other current and non-current assets is as follows:
| Other non-financial assets, current | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Domestic Value Added Tax | 16,112 | 15,149 | ||||||
| Foreign Value Added Tax | 7,795 | 7,388 | ||||||
| Prepaid mining licenses | 1,209 | 1,275 | ||||||
| Prepaid insurance | 6,536 | 7,916 | ||||||
| Other prepayments | 602 | 533 | ||||||
| Refund of Value Added Tax to exporters | 13,183 | 8,966 | ||||||
| Mining royalty tax paid (*) | 14,565 | - | ||||||
| Other assets | 2,004 | 2,509 | ||||||
| Total | 62,006 | 43,736 | ||||||
| Other non-financial assets, non-current | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Stain development expenses and prospecting expenses (1) | 31,911 | 29,569 | ||||||
| Guarantee deposits | 496 | 682 | ||||||
| Pension plan | 27 | 647 | ||||||
| Other assets | 1,092 | 1,273 | ||||||
| Total | 33,526 | 32,171 | ||||||
(*) The Company reserved its right to file a tax claim with the Courts of Justice against the request for payment by the SII. See Note 19.4.
1) Reconciliation of changes in assets for exploration and mineral resource evaluation, by type Movements in assets for the exploration and evaluation of mineral resources as of December 31, 2015, and December 31, 2014:
| Reconciliation | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| Opening balance | 29,569 | 33,388 | ||||||
| Changes | ||||||||
| Additions, other than business combinations | 3,871 | 2,695 | ||||||
| Depreciation and amortization | (2,287 | ) | (2,092 | ) | ||||
| Increase (decrease) due to transfers and other charges | 758 | (4,422 | ) | |||||
| Total changes | 2,342 | (3,819 | ) | |||||
| Total | 31,911 | 29,569 | ||||||
As of the presentation date, no reevaluations of assets for exploration and assessment of mineral resources have been conducted.
| F-167 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments |
| 25.1 | Operating segments |
General information:
The amount of each item presented in each operating segment is equal to that reported to the maximum authority that makes decisions regarding the operation, in order to decide on the allocation of resources to the defined segments and to assess its performance.
Factors used to identify segments on which a report should be presented:
Segments reported are strategic business units that offer different products and services. These are managed separately because each business requires different technology and marketing strategies.
Description of the types of products and services on which each reportable segment obtain its income from ordinary activities
The operating segments, through which incomes of ordinary activities are obtained, that generate expenses and whose operating results are reviewed on a regular basis by the maximum authority who makes decisions regarding operations, relate to the following groups of products:
| 1. | Specialty plant nutrients |
| 2. | Iodine and its derivatives |
| 3. | Lithium and its derivatives |
| 4. | Industrial chemicals |
| 5. | Potassium |
| 6. | Other products and services |
Description of income sources for all the other segments
Information relative to assets, liabilities, profit and expenses that cannot be assigned to the segments indicated above, due to the nature of production processes, is included under "Unassigned amounts” category of the disclosed information.
Basis of accounting for transactions between reportable segments
Sales between segments are made in the same conditions as those made to third parties, and are consistently measures as presented in the income statement.
| F-168 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.1 | Operating segments, continued |
Description of the nature of the differences between measurements of results of reportable segments and the result of the entity before the expense or income tax expense of incomes and discontinued operations.
The information reported in the segments is extracted from the Company’s consolidated financial statements and therefore is not required to prepare reconciliations between the data mentioned above and those reported in the respective segments, according to what is stated in paragraph 28 of IFRS 8, "Operating Segments".
Description of the nature of the differences between measurements of assets of reportable segments and the Company´s assets
Assets are not shown classified by segments, as this information is not readily available. Some of these assets are not separable by the type of activity by which they are affected since this information is not used by management in decision-making with respect to resources to be allocated to each defined segment. All assets are disclosed in the "unallocated amounts" category.
Description of the nature of the differences between measurements of liabilities of reportable segments and the Company’s liabilities
Liabilities are not shown classified by segments, as this information is not readily available. Some of these liabilities are not separable by the type of activity by which they are affected, since this information is not used by management in decisions making regarding resources to be allocated to each defined segment. All liabilities are disclosed in the "unallocated amounts" category.
| F-169 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.2 | Operating segment disclosures: |
| 12/31/2015 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating segment items | Specialty plant nutrients | Iodine and its derivatives | Lithium and its derivatives | Industrial chemicals | Potassium | Other products and services | Reportable segments | Operating segments | Elimination of inter- segments amounts | Unallocated amounts | Total 12/31/2015 | |||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||||||||
| Revenue | 652,278 | 262,570 | 223,021 | 97,551 | 430,642 | 62,270 | 1,728,332 | 1,728,332 | - | - | 1,728,332 | |||||||||||||||||||||||||||||||||
| Revenues from transactions with other operating segments of the same entity | 137,944 | 389,172 | 139,575 | 347,168 | 407,903 | 289,157 | 1,710,919 | 1,710,919 | (1,710,919 | ) | - | - | ||||||||||||||||||||||||||||||||
| Revenues from external customers and transactions with other operating segments of the same entity | 790,222 | 651,742 | 362,596 | 444,719 | 838,545 | 351,427 | 3,439,251 | 3,439,251 | (1,710,919 | ) | - | 1,728,332 | ||||||||||||||||||||||||||||||||
| Costs of sales | (461,028 | ) | (184,551 | ) | (109,389 | ) | (71,252 | ) | (303,645 | ) | (55,718 | ) | (1,185,583 | ) | (1,185,583 | ) | - | - | (1,185,583 | ) | ||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | - | - | 8,346 | (95,176 | ) | (86,830 | ) | |||||||||||||||||||||||||||||||
| Interest expense | - | - | - | - | - | - | - | - | 127,962 | (197,815 | ) | (69,853 | ) | |||||||||||||||||||||||||||||||
| Depreciation and amortization expense | (105,545 | ) | (42,249 | ) | (25,044 | ) | (16,312 | ) | (69,513 | ) | (12,758 | ) | (271,421 | ) | (271,421 | ) | - | (316 | ) | (271,737 | ) | |||||||||||||||||||||||
| The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | - | - | - | 10,326 | 10,326 | |||||||||||||||||||||||||||||||||
| Income tax expense, continuing operations | - | - | - | - | - | - | - | - | - | (83,766 | ) | (83,766 | ) | |||||||||||||||||||||||||||||||
| Other items other than significant cash | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Income (loss) before taxes | 191,250 | 78,019 | 113,632 | 26,300 | 126,997 | 6,552 | 542,750 | 542,750 | (372,943 | ) | 131,291 | 301,098 | ||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | 191,250 | 78,019 | 113,632 | 26,300 | 126,997 | 6,552 | 542,750 | 542,750 | (372,943 | ) | 47,525 | 217,332 | ||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 191,250 | 78,019 | 113,632 | 26,300 | 126,997 | 6,552 | 542,750 | 542,750 | (372,943 | ) | 47,525 | 217,332 | ||||||||||||||||||||||||||||||||
| Assets | - | - | - | - | - | - | - | - | (5,864,550 | ) | 10,508,312 | 4,643,762 | ||||||||||||||||||||||||||||||||
| Equity-accounted investees | - | - | - | - | - | - | - | - | (2,962,709 | ) | 3,042,011 | 79,302 | ||||||||||||||||||||||||||||||||
| Increase of non-current assets | - | - | - | - | - | - | - | - | (203,806 | ) | (203,806 | ) | ||||||||||||||||||||||||||||||||
| Liabilities | - | - | - | - | - | - | - | - | (2,586,562 | ) | 4,829,968 | 2,243,406 | ||||||||||||||||||||||||||||||||
| Impairment loss recognized in profit or loss | - | (200 | ) | (317 | ) | (3 | ) | (3,049 | ) | (373 | ) | (3,939 | ) | (3,939 | ) | - | (39,804 | ) | (43,743 | ) | ||||||||||||||||||||||||
| Reversal of impairment losses recognized in profit or loss for the period | 2,751 | - | - | 1,285 | - | - | 4,036 | 4,036 | - | - | 4,036 | |||||||||||||||||||||||||||||||||
| Cash flows from (used in) operating activities | - | - | - | - | - | - | - | - | - | 427,317 | 427,317 | |||||||||||||||||||||||||||||||||
| Cash flows from (used in) investing activities | - | - | - | - | - | - | - | - | - | (69,805 | ) | (69,805 | ) | |||||||||||||||||||||||||||||||
| Cash flows from (used in) financing activities | - | - | - | - | - | - | - | - | - | (180,343 | ) | (180,343 | ) | |||||||||||||||||||||||||||||||
| F-170 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.2 | Operating segment disclosures , continued |
| 12/31/2014 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating segment items | Specialty plant nutrients | Iodine and its derivatives | Lithium and its derivatives | Industrial chemicals | Potassium | Other products and services | Reportable segments | Operating segments | Elimination of inter- segments amounts | Unallocated amounts | Total 12/31/2014 | |||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||||||||||||||||||||
| Revenue | 708,023 | 335,433 | 206,849 | 101,933 | 584,268 | 77,708 | 2,014,214 | 2,014,214 | - | - | 2,014,214 | |||||||||||||||||||||||||||||||||
| Revenues from transactions with other operating segments of the same entity | 69,686 | 560,051 | 119,900 | 311,188 | 358,089 | 238,614 | 1,657,528 | 1,657,528 | (1,657,528 | ) | - | - | ||||||||||||||||||||||||||||||||
| Revenues from external customers and transactions with other operating segments of the same entity | 777,709 | 895,484 | 326,749 | 413,121 | 942,357 | 316,322 | 3,671,742 | 3,671,742 | (1,657,528 | ) | - | 2,014,214 | ||||||||||||||||||||||||||||||||
| Costs of sales | (564,151 | ) | (196,535 | ) | (118,432 | ) | (60,451 | ) | (423,488 | ) | (68,185 | ) | (1,431,242 | ) | (1,431,242 | ) | - | - | (1,431,242 | ) | ||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | - | - | 7,865 | (104,397 | ) | (96,532 | ) | |||||||||||||||||||||||||||||||
| Interest expense | - | - | - | - | - | - | - | - | 191,811 | (255,184 | ) | (63,373 | ) | |||||||||||||||||||||||||||||||
| Depreciation and amortization expense | (97,037 | ) | (33,805 | ) | (20,371 | ) | (10,399 | ) | (72,842 | ) | (11,726 | ) | (246,180 | ) | (246,180 | ) | - | (5,111 | ) | (251,291 | ) | |||||||||||||||||||||||
| The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | - | - | (973 | ) | 19,089 | 18,116 | ||||||||||||||||||||||||||||||||
| Income tax expense, continuing operations | - | - | - | - | - | - | - | - | - | (108,382 | ) | (108,382 | ) | |||||||||||||||||||||||||||||||
| Other items other tan significant cash | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Income (loss) before taxes | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | 582,972 | 582,972 | (542,355 | ) | 371,535 | 412,152 | ||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | 582,972 | 582,972 | (542,355 | ) | 263,153 | 303,770 | ||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | 582,972 | 582,972 | (542,355 | ) | 263,153 | 303,770 | ||||||||||||||||||||||||||||||||
| Assets | - | - | - | - | - | - | - | - | (7,142,103 | ) | 11,805,758 | 4,663,655 | ||||||||||||||||||||||||||||||||
| Equity-accounted investees | - | - | - | - | - | - | - | - | (3,291,962 | ) | 3,367,740 | 75,778 | ||||||||||||||||||||||||||||||||
| Increase of non-current assets | - | - | - | - | - | - | - | - | (161,624 | ) | (161,624 | ) | ||||||||||||||||||||||||||||||||
| Liabilities | - | - | - | - | - | - | - | - | (3,541,966 | ) | 5,905,918 | 2,363,952 | ||||||||||||||||||||||||||||||||
| Impairment loss recognized in profit or loss | - | - | (989 | ) | - | (164 | ) | (111 | ) | (1,264 | ) | (1,264 | ) | - | (349 | ) | (1,613 | ) | ||||||||||||||||||||||||||
| Reversal of impairment losses recognized in profit or loss for the period | 10,487 | 979 | - | 2,993 | - | - | 14,459 | 14,459 | 14,459 | |||||||||||||||||||||||||||||||||||
| Cash flows from (used in) operating activities | - | - | - | - | - | - | - | - | - | 591,044 | 591,044 | |||||||||||||||||||||||||||||||||
| Cash flows from (used in) investing activities | - | - | - | - | - | - | - | - | - | (311,364 | ) | (311,364 | ) | |||||||||||||||||||||||||||||||
| Cash flows from (used in) financing activities | - | - | - | - | - | - | - | - | - | (388,035 | ) | (388,035 | ) | |||||||||||||||||||||||||||||||
| F-171 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.2 | Operating segment disclosures , continued |
| 12/31/2013 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Operating segment items | Specialty plant nutrients | Iodine and its derivatives | Lithium and its derivatives | Industrial chemicals | Potassium | Other products and services | Reportable segments | Operating segments | Elimination of inter- segments amounts | Unallocated amounts | Significant reconciliation entries | Total 12/31/2013 | ||||||||||||||||||||||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||||||||||||||||||||||||||
| Revenue | 687,455 | 461,015 | 196,492 | 153,963 | 606,315 | 97,900 | 2,203,140 | 2,203,140 | - | - | - | 2,203,140 | ||||||||||||||||||||||||||||||||||||
| Revenues from transactions with other operating segments of the same entity | 121,735 | 723,801 | 122,616 | 309,127 | 462,565 | 337,690 | 2,077,534 | 2,077,534 | (2,077,534 | ) | - | - | - | |||||||||||||||||||||||||||||||||||
| Revenues from external customers and transactions with other operating segments of the same entity | 809,190 | 1,184,816 | 319,108 | 463,090 | 1,068,880 | 435,590 | 4,280,674 | 4,280,674 | (2,077,534 | ) | - | - | 2,203,140 | |||||||||||||||||||||||||||||||||||
| Costs of sales | (536,067 | ) | (202,650 | ) | (99,244 | ) | (110,921 | ) | (443,988 | ) | (88,820 | ) | (1,481,690 | ) | (1,481,690 | ) | - | - | - | (1,481,690 | ) | |||||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | - | - | - | (105,189 | ) | - | (105,189 | ) | ||||||||||||||||||||||||||||||||||
| Interest expense | - | - | - | - | - | - | - | - | 195,404 | (254,012 | ) | - | (58,608 | ) | ||||||||||||||||||||||||||||||||||
| depreciation and amortization expense | (67,656 | ) | (45,371 | ) | (19,338 | ) | (15,152 | ) | (59,670 | ) | (9,634 | ) | (216,821 | ) | (216,821 | ) | - | - | - | (216,821 | ) | |||||||||||||||||||||||||||
| The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | - | - | - | 18,786 | - | 18,786 | ||||||||||||||||||||||||||||||||||||
| income tax expense, continuing operations | - | - | - | - | - | - | - | - | (2,377 | ) | (136,162 | ) | - | (138,539 | ) | |||||||||||||||||||||||||||||||||
| Income (loss) before taxes | 151,388 | 258,366 | 97,248 | 43,042 | 162,327 | 93,079 | 805,450 | 805,450 | (567,919 | ) | 375,578 | - | 613,109 | |||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | 151,388 | 258,366 | 97,248 | 43,042 | 162,327 | 93,079 | 805,450 | 805,450 | (570,296 | ) | 239,416 | - | 474,570 | |||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 151,388 | 258,366 | 97,248 | 43,042 | 162,327 | 93,079 | 805,450 | 805,450 | (570,296 | ) | 239,416 | - | 474,570 | |||||||||||||||||||||||||||||||||||
| Assets | - | - | - | - | - | - | - | - | (7,077,766 | ) | 11,845,374 | - | 4,767,608 | |||||||||||||||||||||||||||||||||||
| Equity-accounted investees | - | - | - | - | - | - | - | - | (3,353,672 | ) | 3,430,690 | - | 77,018 | |||||||||||||||||||||||||||||||||||
| Increase of non-current assets | - | - | - | - | - | - | - | - | - | 171,980 | - | 171,980 | ||||||||||||||||||||||||||||||||||||
| Liabilities | - | - | - | - | - | - | - | - | (3,354,422 | ) | 5,689,789 | - | 2,335,367 | |||||||||||||||||||||||||||||||||||
| Equity | - | - | - | - | - | - | - | - | - | - | 2,432,241 | |||||||||||||||||||||||||||||||||||||
| Liabilities and Equity | - | - | - | - | - | - | - | - | - | - | 4,767,608 | |||||||||||||||||||||||||||||||||||||
| Impairment loss recognized in profit or loss | (15,985 | ) | (1,832 | ) | (783 | ) | (3,733 | ) | (2,509 | ) | (352 | ) | (25,195 | ) | (25,195 | ) | - | (5,732 | ) | - | (30,927 | ) | ||||||||||||||||||||||||||
| Cash flows from (used in) operating activities | - | - | - | - | - | - | - | - | - | - | - | 651,713 | ||||||||||||||||||||||||||||||||||||
| Cash flows from (used in) investing activities | - | - | - | - | - | - | - | - | - | - | - | (487,385 | ) | |||||||||||||||||||||||||||||||||||
| Cash flows from (used in) financing activities | - | - | - | - | - | - | - | - | - | - | - | (2,285 | ) | |||||||||||||||||||||||||||||||||||
| F-172 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.3 | Statement of comprehensive income classified by operating segments based on groups of products |
| 12/31/2015 | ||||||||||||||||||||||||||||||||
| Items in the
statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Corporate Unit ThUS$ | Total segments and Corporate unit ThUS$ | ||||||||||||||||||||||||
| Revenue | 652,278 | 262,570 | 223,021 | 97,551 | 430,642 | 62,270 | - | 1,728,332 | ||||||||||||||||||||||||
| Cost of sales | (461,028 | ) | (184,551 | ) | (109,389 | ) | (71,252 | ) | (303,645 | ) | (55,718 | ) | - | (1,185,583 | ) | |||||||||||||||||
| Gross profit | 191,250 | 78,019 | 113,632 | 26,299 | 126,997 | 6,552 | - | 542,749 | ||||||||||||||||||||||||
| Other incomes by function | - | - | - | - | - | - | 15,343 | 15,343 | ||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | (86,830 | ) | (86,830 | ) | ||||||||||||||||||||||
| Other expenses by function | - | - | - | - | - | - | (113,603 | ) | (113,603 | ) | ||||||||||||||||||||||
| Other gains (losses) | - | - | - | - | - | - | 3,760 | 3,760 | ||||||||||||||||||||||||
| Financial income | - | - | - | - | - | - | 11,570 | 11,570 | ||||||||||||||||||||||||
| Financial costs | - | - | - | - | - | - | (69,853 | ) | (69,853 | ) | ||||||||||||||||||||||
| interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | 10,326 | 10,326 | ||||||||||||||||||||||||
| Exchange differences | - | - | - | - | - | - | (12,364 | ) | (12,364 | ) | ||||||||||||||||||||||
| Profit (loss) before taxes | 191,250 | 78,019 | 113,632 | 26,299 | 126,997 | 6,552 | (241,651 | ) | 301,098 | |||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | - | (83,766 | ) | (83,766 | ) | ||||||||||||||||||||||
| Profit (loss) from continuing operations | 191,250 | 78,019 | 113,632 | 26,299 | 126,997 | 6,552 | (325,417 | ) | 217,332 | |||||||||||||||||||||||
| Profit (loss) from discontinued operations | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Profit (loss) | 191,250 | 78,019 | 113,632 | 26,299 | 126,997 | 6,552 | (325,417 | ) | 217,332 | |||||||||||||||||||||||
| Profit (loss), attributable to | ||||||||||||||||||||||||||||||||
| Profit (loss) attributable to the controller´s owners | - | - | - | - | - | - | - | 213,168 | ||||||||||||||||||||||||
| Profit (loss) attributable to the non-controllers | - | - | - | - | - | - | - | 4,164 | ||||||||||||||||||||||||
| Profit (loss) | - | - | - | - | - | - | - | 217,332 | ||||||||||||||||||||||||
| F-173 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.3 | Statement of comprehensive income classified by operating segments based on groups of products, continued |
| 12/31/2014 | ||||||||||||||||||||||||||||||||
| Items in the
statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Corporate Unit ThUS$ | Total segments and Corporate unit ThUS$ | ||||||||||||||||||||||||
| Revenue | 708,023 | 335,433 | 206,849 | 101,933 | 584,268 | 77,708 | - | 2,014,214 | ||||||||||||||||||||||||
| Cost of sales | (564,151 | ) | (196,535 | ) | (118,432 | ) | (60,451 | ) | (423,488 | ) | (68,185 | ) | - | (1,431,242 | ) | |||||||||||||||||
| Gross profit | 134,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | - | 582,972 | ||||||||||||||||||||||||
| Other incomes by function | - | - | - | - | - | - | 24,055 | 24,055 | ||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | (96,532 | ) | (96,532 | ) | ||||||||||||||||||||||
| Other expenses by function | - | - | - | - | - | - | (57,107 | ) | (57,107 | ) | ||||||||||||||||||||||
| Other gains (losses) | - | - | - | - | - | - | 4,424 | 4,424 | ||||||||||||||||||||||||
| Financial income | - | - | - | - | - | - | 16,142 | 16,142 | ||||||||||||||||||||||||
| Financial costs | - | - | - | - | - | - | (63,373 | ) | (63,373 | ) | ||||||||||||||||||||||
| interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | 18,116 | 18,116 | ||||||||||||||||||||||||
| Exchange differences | - | - | - | - | - | - | (16,545 | ) | (16,545 | ) | ||||||||||||||||||||||
| Profit (loss) before taxes | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | (170,820 | ) | 412,152 | |||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | - | (108,382 | ) | (108,382 | ) | ||||||||||||||||||||||
| Profit (loss) from continuing operations | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | (279,202 | ) | 303,770 | |||||||||||||||||||||||
| Profit (loss) from discontinued operations | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Profit (loss) | 143,872 | 138,898 | 88,417 | 41,482 | 160,780 | 9,523 | (279,202 | ) | 303,770 | |||||||||||||||||||||||
| Profit (loss), attributable to | ||||||||||||||||||||||||||||||||
| Profit (loss) attributable to the controller´s owners | - | - | - | - | - | - | - | 296,381 | ||||||||||||||||||||||||
| Profit (loss) attributable to the non-controlling interests | - | - | - | - | - | - | - | 7,389 | ||||||||||||||||||||||||
| Profit (loss) | - | - | - | - | - | - | - | 303,770 | ||||||||||||||||||||||||
| F-174 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.3 | Statement of comprehensive income classified by operating segments based on groups of products, continued |
| 12/31/2013 | ||||||||||||||||||||||||||||||||
| Items in the statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Corporate
Unit ThUS$ | Total segments
and Corporate unit ThUS$ | ||||||||||||||||||||||||
| Revenue | 687,455 | 461,015 | 196,492 | 153,963 | 606,315 | 97,900 | - | 2,203,140 | ||||||||||||||||||||||||
| Cost of sales | (536,067 | ) | (202,650 | ) | (99,244 | ) | (110,921 | ) | (443,988 | ) | (88,820 | ) | - | (1,481,690 | ) | |||||||||||||||||
| Gross profit | 151,388 | 258,365 | 97,248 | 43,042 | 162,327 | 9,080 | - | 721,450 | ||||||||||||||||||||||||
| Other incomes by function | - | - | - | - | - | 84,000 | 12,716 | 96,716 | ||||||||||||||||||||||||
| Administrative expenses | - | - | - | - | - | - | (105,189 | ) | (105,189 | ) | ||||||||||||||||||||||
| Other expenses by function | - | - | - | - | - | - | (49,397 | ) | (49,397 | ) | ||||||||||||||||||||||
| Other gains (losses) | - | - | - | - | - | - | (11,391 | ) | (11,391 | ) | ||||||||||||||||||||||
| Financial income | - | - | - | - | - | - | 12,696 | 12,696 | ||||||||||||||||||||||||
| Financial costs | - | - | - | - | - | - | (58,608 | ) | (58,608 | ) | ||||||||||||||||||||||
| interest in the profit or loss of associates and joint ventures accounted for by the equity method | - | - | - | - | - | - | 18,786 | 18,786 | ||||||||||||||||||||||||
| Exchange differences | - | - | - | - | - | - | (11,954 | ) | (11,954 | ) | ||||||||||||||||||||||
| Profit (loss) before taxes | 151,388 | 258,365 | 97,248 | 43,042 | 162,327 | 93,080 | (192,341 | ) | 613,109 | |||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | - | (138,539 | ) | (138,539 | ) | ||||||||||||||||||||||
| Profit (loss) from continuing operations | 151,388 | 258,365 | 97,248 | 43,042 | 162,327 | 93,080 | (330,880 | ) | 474,570 | |||||||||||||||||||||||
| Profit (loss) from discontinued operations | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Profit (loss) | 151,388 | 258,365 | 97,248 | 43,042 | 162,327 | 93,080 | (330,880 | ) | 474,570 | |||||||||||||||||||||||
| Profit (loss), attributable to | ||||||||||||||||||||||||||||||||
| Profit (loss) attributable to the controller´s owners | - | - | - | - | - | - | - | 467,113 | ||||||||||||||||||||||||
| Profit (loss) attributable to the non controllers | - | - | - | - | - | - | - | 7,457 | ||||||||||||||||||||||||
| Profit (loss) | - | - | - | - | - | - | - | 474,570 | ||||||||||||||||||||||||
| F-175 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.4 | Revenue from transactions with other Company’s operating segments |
| 12/31/2015 | ||||||||||||||||||||||||||||
| Items in the statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Total segments and Corporate unit ThUS$ | |||||||||||||||||||||
| Revenue | 652,278 | 262,570 | 223,021 | 97,551 | 430,642 | 62,270 | 1,728,332 | |||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||||
| Items in the statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Total segments and Corporate unit ThUS$ | |||||||||||||||||||||
| Revenue | 708,023 | 335,433 | 206,849 | 101,933 | 584,268 | 77,708 | 2,014,214 | |||||||||||||||||||||
| 12/31/2013 | ||||||||||||||||||||||||||||
| Items in the statement of comprehensive income | Specialty plant nutrients ThUS$ | Iodine and its derivatives ThUS$ | Lithium and its derivatives ThUS$ | Industrial chemicals ThUS$ | Potassium ThUS$ | Other products and services ThUS$ | Total segments and Corporate unit ThUS$ | |||||||||||||||||||||
| Revenue | 687,455 | 461,015 | 196,492 | 153,963 | 606,315 | 97,900 | 2,203,140 | |||||||||||||||||||||
| 25.5 | Disclosures on geographical areas |
As indicated in paragraph 33 of IFRS 8, the entity discloses geographical information on its revenue from operating activities with external customers and from non-current assets that are not financial instruments, deferred income tax assets, assets related to post-employment benefits or rights derived from insurance contracts.
| 25.6 | Disclosures on main customers |
With respect to the degree of dependency of the Company on its customers, in accordance with paragraph N° 34 of IFRS N° 8, the Company has no external customers who individually represent 10% or more of its revenue. Credit risk concentrations with respect to trade and other accounts receivable are limited due to the significant number of entities in the Company’s portfolio and its worldwide distribution. The Company’s policy requires guarantees (such as letters of credit, guarantee clauses and others) and/or to maintain insurance policies for certain accounts as deemed necessary by the Company's Management.
| F-176 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.7 | Segments by geographical areas as of December 31, 2015 December 31, 2014 and December 31, 2013: |
| 12/31/2015 | ||||||||||||||||||||||||
| Items | Chile ThUS$ | Latin America and the Caribbean ThUS$ | Europe ThUS$ | North America ThUS$ | Asia and others ThUS$ | Total ThUS$ | ||||||||||||||||||
| Revenue | 188,592 | 258,262 | 351,353 | 439,645 | 490,480 | 1,728,332 | ||||||||||||||||||
| Investment accounted for under the equity method | 1,535 | - | 23,410 | 12,913 | 41,444 | 79,302 | ||||||||||||||||||
| Intangible assets other than goodwill | 110,199 | - | - | 228 | 1 | 110,428 | ||||||||||||||||||
| Goodwill | 26,929 | 86 | 11,373 | - | - | 38,388 | ||||||||||||||||||
| Property, plant and equipment, net | 1,677,194 | 260 | 2,183 | 2,486 | 1,453 | 1,683,576 | ||||||||||||||||||
| Investment property | - | - | - | - | - | - | ||||||||||||||||||
| Other non-current assets | 33,384 | 116 | - | 26 | - | 33,526 | ||||||||||||||||||
| Non-current assets | 1,849,241 | 462 | 36,966 | 15,653 | 42,898 | 1,945,220 | ||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||
| Items | Chile ThUS$ | Latin America and the Caribbean ThUS$ | Europe ThUS$ | North America ThUS$ | Asia and others ThUS$ | Total ThUS$ | ||||||||||||||||||
| Revenue | 227,261 | 356,867 | 428,538 | 503,891 | 497,657 | 2,014,214 | ||||||||||||||||||
| Investment accounted for under the equity method | 1,159 | - | 25,588 | 13,530 | 35,501 | 75,778 | ||||||||||||||||||
| Intangible assets other than goodwill | 114,476 | - | - | 258 | 1 | 114,735 | ||||||||||||||||||
| Goodwill | 26,929 | 86 | 11,373 | - | - | 38,388 | ||||||||||||||||||
| Property, plant and equipment, net | 1,883,534 | 133 | 1,343 | 2,109 | 835 | 1,887,954 | ||||||||||||||||||
| Investment property | - | - | - | - | - | - | ||||||||||||||||||
| Other non-current assets | 31,354 | 170 | - | 647 | - | 32,171 | ||||||||||||||||||
| Non-current assets | 2,057,452 | 389 | 38,304 | 16,544 | 36,337 | 2,149,026 | ||||||||||||||||||
| F-177 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.7 | Segments by geographical areas as of December 31, 2015 December 31, 2014 and December 31, 2013: |
| 12/31/2013 | ||||||||||||||||||||||||
| Items | Chile ThUS$ | Latin America and the Caribbean ThUS$ | Europe ThUS$ | North America ThUS$ | Asia and others ThUS$ | Total ThUS$ | ||||||||||||||||||
| Revenue | 242,373 | 379,063 | 504,043 | 546,075 | 531,586 | 2,203,140 | ||||||||||||||||||
| Investment accounted for under the equity method | 1,649 | - | 24,847 | 13,126 | 37,396 | 77,018 | ||||||||||||||||||
| Intangible assets other than goodwill | 104,043 | - | - | 317 | 3 | 104,363 | ||||||||||||||||||
| Goodwill | 26,929 | 86 | 11,373 | - | - | 38,388 | ||||||||||||||||||
| Property, plant and equipment, net | 2,050,684 | 157 | 460 | 2,205 | 871 | 2,054,377 | ||||||||||||||||||
| Investment property | - | - | - | - | - | - | ||||||||||||||||||
| Other non-current assets | 35,326 | 191 | - | 988 | - | 36,505 | ||||||||||||||||||
| Non-current assets | 2,218,631 | 434 | 36,680 | 16,636 | 38,270 | 2,310,651 | ||||||||||||||||||
| F-178 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 25 | Operating segments (continued) |
| 25.8 | Property, plant and equipment classified by geographical areas |
The company's main productive facilities are located near their mines and extraction facilities in northern Chile. The following table presents the main production facilities as of December 31, 2015 and December 31, 2014:
| Location | Products | ||
| - | Pedro de Valdivia | : | Production of iodine and nitrate salts |
| - | María Elena | : | Production of iodine and nitrate salts |
| - | Coya Sur | : | Production of nitrate salts |
| - | Nueva Victoria | : | Production of iodine and nitrate salts |
| - | Salar de Atacama | : | Potassium chloride, lithium chloride, boric acid and potassium sulfate |
| - | Salar del Carmen | : | Production of lithium carbonate and lithium hydroxide |
| - | Tocopilla | : | Port facilities |
| F-179 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 26 | Gains (losses) from operating activities in the statement of income by function of expenses, included according to their nature |
| 26.1 | Revenue |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Products | 1,721,064 | 2,006,452 | 2,191,650 | |||||||||
| Services | 7,268 | 7,762 | 11,490 | |||||||||
| Total | 1,728,332 | 2,014,214 | 2,203,140 | |||||||||
| 26.2 | Cost of sales |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Raw material and supplies | (456,003 | ) | (618,131 | ) | (689,833 | ) | ||||||
| Types of employee benefits expenses | ||||||||||||
| Salaries and wages | (91,248 | ) | (112,467 | ) | (118,104 | ) | ||||||
| Other short-term employee benefits | (33,700 | ) | (28,884 | ) | (31,468 | ) | ||||||
| Termination benefit expenses | (3,876 | ) | (8,307 | ) | (9,190 | ) | ||||||
| Total employee benefits expenses | (128,824 | ) | (149,658 | ) | (158,761 | ) | ||||||
| Depreciation expense | (268,268 | ) | (246,180 | ) | (216,389 | ) | ||||||
| Amortization expense | (3,469 | ) | (2,181 | ) | - | |||||||
| Operating leases | (83,929 | ) | (94,511 | ) | (95,939 | ) | ||||||
| Maintenance and repair | (9,512 | ) | (10,171 | ) | (14,523 | ) | ||||||
| Contractors | (46,774 | ) | (66,091 | ) | (85,105 | ) | ||||||
| Operations transport | (48,986 | ) | (61,119 | ) | (54,748 | ) | ||||||
| Freight and product transport costs | (31,052 | ) | (41,415 | ) | (45,026 | ) | ||||||
| Packaging costs | (1,369 | ) | (1,487 | ) | (3,886 | ) | ||||||
| Sales commissions | (7,742 | ) | (8,887 | ) | (5,292 | ) | ||||||
| Port costs | (11,613 | ) | (17,437 | ) | (13,777 | ) | ||||||
| CORFO right costs | (23,155 | ) | (22,885 | ) | (22,912 | ) | ||||||
| Other expenses, by nature | (64,887 | ) | (91,089 | ) | (25,195 | ) | ||||||
| Total | (1,185,583 | ) | (1,431,242 | ) | (1,481,690 | ) | ||||||
| F-180 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 26 | Gains ( losses ) from operating activities in the statement of income by function of expenses, included according to their nature, ( continued ) |
| 26.3 | Other income |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Discounts obtained from suppliers | 1,343 | 705 | 1,349 | |||||||||
| Compensation received and insurance claim recovery | 39 | 2 | 5,306 | |||||||||
| Penalties charged to suppliers | 73 | 255 | 374 | |||||||||
| Tax recoveries | 12 | 40 | 9 | |||||||||
| Insurance recoveries | 2,182 | 643 | - | |||||||||
| Excess in the provision for liabilities with 3rd parties | 1,039 | 1,690 | 712 | |||||||||
| Excess in allowance for doubtful accounts | 115 | 296 | - | |||||||||
| Sale of property, plant and equipment | 8 | 39 | 107 | |||||||||
| Sale of materials, spare parts and supplies | 1,358 | 1,241 | 1,392 | |||||||||
| Sale de scrap | - | 69 | 27 | |||||||||
| Sale of mining concessions | - | 13,000 | 86,157 | |||||||||
| Options on mining properties | 2,261 | 921 | - | |||||||||
| Easements, ducts and roads | 1,980 | - | - | |||||||||
| Non-conventional renewable energy | 344 | 2,255 | - | |||||||||
| Reimbursement of mining patents | 1,025 | 1,510 | - | |||||||||
| Miscellaneous services | 405 | - | - | |||||||||
| Reimbursement from creditors | 890 | - | - | |||||||||
| Overstated provision for indemnity, Yara South Africa | - | - | 272 | |||||||||
| Goodwill paid in acquisition of portfolio | - | - | 337 | |||||||||
| Unrealized gain from acquisition of goodwill | - | - | 248 | |||||||||
| Other operating income | 2,269 | 1,389 | 426 | |||||||||
| Total | 15,343 | 24,055 | 96,716 | |||||||||
| 26.4 | Administrative expenses |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Employee benefit expenses by nature | ||||||||||||
| Salaries and wages | (41,661 | ) | (42,218 | ) | (48,033 | ) | ||||||
| Other short-term benefits to employees | (3,011 | ) | (4,710 | ) | (3,176 | ) | ||||||
| Total employee benefit expenses | (44,672 | ) | (46,928 | ) | 51,209 | |||||||
| Amortization expense | (5 | ) | - | - | ||||||||
| Other expenses, by nature | (42,153 | ) | (49,604 | ) | 53,980 | |||||||
| Total | (86,830 | ) | (96,532 | ) | 105,189 | |||||||
| F-181 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 26 | Gains (losses) from operating activities in the statement of income by function of expenses, included according to their nature (continued) |
| 26.5 | Other expenses by function |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Employee benefit expenses by nature | ||||||||||||
| Other short-term benefits to employees | - | - | (6 | ) | ||||||||
| Depreciation and amortization expenses | ||||||||||||
| Depreciation of stopped assets | (316 | ) | (284 | ) | (433 | ) | ||||||
| Depreciation, residual value | - | (4,827 | ) | - | ||||||||
| Subtotal to date | (316 | ) | (5,111 | ) | (439 | ) | ||||||
| Impairment loss (reversal of impairment losses) recognized in profit or loss for the year | ||||||||||||
| Impairment of allowance for doubtful accounts | (2,981 | ) | (349 | ) | (732 | ) | ||||||
| Subtotal to date | (2,981 | ) | (349 | ) | (732 | ) | ||||||
| Other expenses, by nature | ||||||||||||
| Legal Expenses | (17,204 | ) | (5,465 | ) | (3,791 | ) | ||||||
| Closure of site expenses (**) | (57,665 | ) | (257 | ) | (75 | ) | ||||||
| Indemnities paid | (3,714 | ) | - | (146 | ) | |||||||
| VAT and other unrecoverable tax | (1,146 | ) | (1,164 | ) | (1,196 | ) | ||||||
| Fines, interests and tax (*) | (3,953 | ) | (857 | ) | (444 | ) | ||||||
| Advisory services | (15 | ) | (2 | ) | (8 | ) | ||||||
| Provisions, investment plan expenses, materials and closing sales | (16,246 | ) | (41,505 | ) | (19,397 | ) | ||||||
| Article No. 21 one-off tax, (*) | (1,653 | ) | (6,493 | ) | - | |||||||
| Donations rejected as tax credits | (1,350 | ) | (1,514 | ) | (5,253 | ) | ||||||
| Provision for work closing | - | - | (1,276 | ) | ||||||||
| Adjustment to realization amount of property, plant and equipment | - | - | (10,085 | ) | ||||||||
| Other operating expenses | (172 | ) | (1,578 | ) | (6,555 | ) | ||||||
| Subtotal to date | (103,118 | ) | (58,835 | ) | (48,226 | ) | ||||||
| Total | (106,415 | ) | (64,295 | ) | (49,397 | ) | ||||||
(*)These balances include payments and provisions of approximately ThUS$2,328 in 2015 and ThUS$7,188 in 2014 (see note 19.4) in taxes (Article No. 21 tax and value-added tax), interest and other charges by the Company to the Chilean IRS associated with the submission of amendments to income tax returns for the tax periods 2009 to 2014, resulting from the identification of expenses of approximately ThUS$14,741 that may not have been properly supported by services rendered or that may not qualify as tax expenses under the Chilean tax code.
(**) Relates to the closure of the Pedro de Valdivia mining site (see Note 33).
| F-182 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 26 | Gains (losses) from operating activities in the statement of income by function of expenses, included according to their nature (continued) |
| 26.6 | Other income (expenses) |
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Adjustment of reversal of severance indemnity payments | 3,575 | - | - | |||||||||
| Adjustment of Equity Method, prior year | 182 | (2,935 | ) | 22 | ||||||||
| Sale of investments in associates | - | 5,000 | - | |||||||||
| Provision for restructuring | - | - | (11,545 | ) | ||||||||
| Profit (loss) for not being involved in capital contribution | - | 2,359 | - | |||||||||
| Other gains (losses) | 3 | - | 132 | |||||||||
| Total | 3,760 | 4,424 | (11,391 | ) | ||||||||
| 26.7 | Summary of expenses by nature |
| January to December | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Raw material and supplies used | (456,003 | ) | (618,131 | ) | (689833 | ) | ||||||
| Types of employee benefits expenses | ||||||||||||
| Salaries and wages | (132,909 | ) | (154,685 | ) | (166,137 | ) | ||||||
| Other short-term employee benefits | (36,711 | ) | (33,594 | ) | (34,644 | ) | ||||||
| Termination benefit expenses | (3,876 | ) | (8,307 | ) | (9,190 | ) | ||||||
| Total employee benefit expenses | (173,496 | ) | (196,586 | ) | (209,971 | ) | ||||||
| Depreciation and amortization expenses | ||||||||||||
| Depreciation expense | (268,268 | ) | (246,464 | ) | (216,389 | ) | ||||||
| Depreciation expense, residual value | - | (4,827 | ) | - | ||||||||
| Amortization expense | (3,469 | ) | (2,181 | ) | - | |||||||
| Impairment loss (reversal of impairment losses) recognized in profit or loss for the year | (39,804 | ) | 12,846 | - | ||||||||
| Operating leases | (83,929 | ) | (94,511 | ) | (95,939 | ) | ||||||
| Maintenance and repair | (9,512 | ) | (10,171 | ) | (14,523 | ) | ||||||
| Contractors | (46,774 | ) | (66,091 | ) | (85,105 | ) | ||||||
| Operations transport | (48,986 | ) | (61,119 | ) | (54,748 | ) | ||||||
| Freight and product transport costs | (31,052 | ) | (41,415 | ) | (45,026 | ) | ||||||
| Packaging costs | (1,369 | ) | (1,487 | ) | (3,886 | ) | ||||||
| Sales commissions | (7,742 | ) | (8,887 | ) | (5,292 | ) | ||||||
| Port costs | (11,613 | ) | (17,437 | ) | (13,777 | ) | ||||||
| Corfo rights | (23,155 | ) | (22,885 | ) | (22,912 | ) | ||||||
| Other expenses, by nature | (180,844 | ) | (205,535 | ) | (178,875 | ) | ||||||
| Total expenses, by nature | (1,386,016 | ) | (1,584,881 | ) | (1,636,276 | ) | ||||||
This table corresponds to the summary required by the Chilean Superintendency of Securities and Insurance (SVS) and considers notes 26.2, 26.4 and 26.5.
| F-183 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 26 | Gains (losses) from operating activities in the statement of income by function of expenses, included according to their nature (continued) |
| 26.8 | Finance expenses |
| January to December | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Interest expense from bank borrowings and overdrafts | (932 | ) | (931 | ) | - | |||||||
| Interest expense from bonds | (66,456 | ) | (61,714 | ) | (65.763 | ) | ||||||
| Interest expense from loans | (6,922 | ) | (8,268 | ) | (9,080 | ) | ||||||
| Capitalized interest expenses | 4,666 | 7,732 | 17,232 | |||||||||
| Other finance costs | (209 | ) | (192 | ) | (997 | ) | ||||||
| Total | (69,853 | ) | (63,373 | ) | (58,608 | ) | ||||||
| Note 27 | Income tax and deferred taxes |
Accounts receivable from taxes as of December 31, 2015 and December 31, 2014, are as follows:
| 27.1 | Current tax assets |
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Monthly provisional income tax payments, Chilean companies current year | 62,126 | 39,551 | ||||||
| Monthly provisional payment Royalty | 1,138 | 4,586 | ||||||
| Monthly provisional income tax payments, foreign companies | 1,178 | 2,093 | ||||||
| Corporate tax credits (1) | 830 | 1,729 | ||||||
| Corporate tax absorbed by tax losses (2) | 5 | 16 | ||||||
| Total | 65,277 | 47,975 | ||||||
| (1) | These credits are available to companies and relate to the corporate tax payment in April of the following year. These credits include, amongst others, training expense credits (SENCE) and property, plant and equipment acquisition credits that are equivalent to 4% of the property, plant and equipment purchases made during the year. In addition, some credits relate to the donations the Group has made during 2015 and 2014. |
| (2) | This concept corresponds to the absorption of non-operating losses (NOL’s) determined by the company at year end, which must be imputed or recorded in the Retained Taxable Profits Registry (FUT). |
In accordance with the laws in force and as provided by article 31 No. 3 of the Income Tax Law, when profits recorded in the FUT that have not been withdrawn or distributed are totally or partially absorbed by NOL’s, the corporate tax paid on such profits (22.5%, 21%, 20% or 17%, depending on the year in which profits were generated) will be considered to be a provisional payment with respect to the portion representing the absorbed accumulated tax profits.
| F-184 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.1 | Current tax assets, continued |
Tax payers are entitled to apply for a refund of this monthly provisional income tax payments on the absorbed profits recorded in the FUT registry via their tax returns (Form 22).
Therefore, the provisional payment for absorbed profits (PPAP) recorded in the FUT is in effect a recoverable tax, and as such the Company records it as an asset.
| 27.2 | Current tax liabilities |
| Current tax liabilities | 12/31/2015 | 12/31/2014 | ||||||
| ThUS$ | ThUS$ | |||||||
| 1st Category income tax | 30,705 | 2,425 | ||||||
| Foreign company income tax | 21,090 | 26,539 | ||||||
| Article 21 single tax | 275 | 7,207 | ||||||
| Total | 52,070 | 36,171 | ||||||
Income tax is calculated based on the profit or loss for tax purposes that is applied to the effective tax rate applicable in Chile. As established by Law No. 20,780, an income tax rate of 21% was set starting from 2014, 22.5% in 2015, 24% in 2016, 25.5% in 2017 and 27% beginning in 2018.
The provision for royalty is determined by applying the tax rate determined for the net operating income (NOI). Currently, the Company pays 5% for the application of the Tax Invariability Contract established with the Ministry of Economy in 2010.
In conclusion, both concepts represent the estimated amount the Company will have to pay for income tax and tax on mining.
| 27.3 | Tax earnings |
As of December 31, 2015 and December 31, 2014, the Company and its subsidiaries have recorded the following consolidated balances for retained tax earnings, income not constituting revenue subject to income tax, accumulated tax losses and credit for shareholders:
| 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | 12/31/2013 ThUS$ | ||||||||||
| Taxable profits with credit rights | 1,254,859 | 1,160,329 | 1,321,643 | |||||||||
| Taxable profits without credit right | 94,073 | 62,621 | 90,628 | |||||||||
| Taxable loss | 9,947 | 7,396 | 7,425 | |||||||||
| Credit for shareholders | 302,081 | 268,901 | 321,006 | |||||||||
| F-185 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.3 | Tax earnings, continued |
The Retained Taxable Profits Registry (FUT) is a chronological registry where the profits generated and distributed by the company are recorded. The object of the FUT is to control the accumulated tax profits of the company that may be distributed, withdrawn or remitted to the owners, shareholders or partners, and the final taxes that must be imposed, called in Chile Global Aggregate Tax (that levies persons resident or domiciled in Chile), or additional tax (that levies persons “not” resident or domiciled in Chile).
The FUT Register contains profits with credit rights and profits without credit rights, which arise out of the inclusion of the net taxable income determined by the company or the profits received by the company that may be dividends received or withdrawals made during the period.
Profits without credit rights represent the tax payable by the company within the year and filed the following year, therefore they will be deducted from the FUT Registry the following year.
Profits with credit rights may be used to reduce the final tax burden of owners, shareholders or partners, which upon withdrawal are entitled to use the credits associated with the relevant profits.
In summary, companies use the FUT Registry to maintain control over the profits they generate that have not been distributed to the owners and the relevant credits associated with such profits.
| 27.4 | Income tax and deferred taxes |
Assets and liabilities recognized in the statement of financial position are offset if and only if:
| 1 | The Company has legally recognized before the right the tax authority to offset the amounts recognized in these entries; and |
| 2 | Deferred income tax assets and liabilities are derived from income tax related to the same tax authority on: |
| (i) | the same entity or tax subject; or |
| (ii) | different entities or tax subjects who intend either to settle current fiscal assets and liabilities for their net amount, or to realize assets and pay liabilities simultaneously in each of the future periods in which the Company expects to settle or recover significant amounts of deferred tax assets or liabilities. |
| F-186 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
Deferred income tax assets recognized are the income taxes that are to be recovered in future periods, related to:
| a) | deductible temporary differences; |
| b) | the offset of losses obtained in prior periods and not yet subject to tax deduction; and |
| c) | the offset of unused credits from prior periods. |
The Company recognizes a deferred tax asset when there is certainty that these can be offset with tax income from subsequent periods, losses or fiscal credits not yet used, but solely as long as it is more likely than not that there will be tax earnings in the future against which to charge to these losses or unused fiscal credits.
Deferred tax liabilities recognized refer to the amounts of income taxes payable in future periods related to taxable temporary differences.
| d.1 | Income tax assets and liabilities as of December 31, 2015 are detailed as follows: |
| Net position, assets | Net position, liabilities | |||||||||||||||
| Description of deferred income tax assets and liabilities | Assets | Liabilities | Assets | Liabilities | ||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
| Depreciation | - | - | - | 233,073 | ||||||||||||
| Doubtful accounts impairment | - | - | 5,119 | - | ||||||||||||
| Accrued vacations | - | - | 3,368 | - | ||||||||||||
| Manufacturing expenses | - | - | - | 109,134 | ||||||||||||
| Unrealized gains (losses) from sales of products | - | - | 87,440 | - | ||||||||||||
| Fair value of bonds | - | - | 446 | - | ||||||||||||
| Severance indemnity | - | - | - | 4,178 | ||||||||||||
| Hedging | - | - | 11,876 | - | ||||||||||||
| Inventory of products, spare parts and supplies | 1 | - | 29,473 | - | ||||||||||||
| Research and development expenses | - | - | - | 7,981 | ||||||||||||
| Tax losses | - | - | 1,522 | - | ||||||||||||
| Capitalized interest | - | - | - | 3,133 | ||||||||||||
| Expenses in assumption of bank loans | - | - | - | 3,651 | ||||||||||||
| Unaccrued interest | - | - | 156 | - | ||||||||||||
| Fair value of property, plant and equipment | - | - | - | 3,375 | ||||||||||||
| Employee benefits | - | - | 1,920 | - | ||||||||||||
| Royalty deferred income taxes | - | - | - | 6,410 | ||||||||||||
| Acquisition of intangible assets | - | - | - | - | ||||||||||||
| Provision for lawsuits and legal expenses | - | - | 7,357 | - | ||||||||||||
| Provision for investment plan | - | - | 3,312 | - | ||||||||||||
| Provision of fines and crushing site closure | - | - | - | - | ||||||||||||
| Other | 160 | - | - | 445 | ||||||||||||
| Balance to date | 161 | - | 151,989 | 371,380 | ||||||||||||
| Net balance | 161 | - | - | 219,391 | ||||||||||||
| F-187 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.2 | Income tax assets and liabilities as of December 31, 2014 are detailed as follows |
| Net position, assets | Net position, liabilities | |||||||||||||||
| Description of deferred income tax assets and liabilities | Assets | Liabilities | Assets | Liabilities | ||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
| Depreciation | 27 | - | - | 233,889 | ||||||||||||
| Doubtful accounts impairment | 40 | - | 6,715 | - | ||||||||||||
| Accrued vacations | - | - | 3,735 | - | ||||||||||||
| Manufacturing expenses | - | - | - | 81,650 | ||||||||||||
| Unrealized gains (losses) from sales of products | - | - | 83,355 | - | ||||||||||||
| Fair value of bonds | - | - | 350 | - | ||||||||||||
| Severance indemnity | - | - | - | 5,950 | ||||||||||||
| Hedging | - | - | 5,512 | - | ||||||||||||
| Inventory of products, spare parts and supplies | 49 | - | 24,583 | - | ||||||||||||
| Research and development expenses | - | - | - | 4,285 | ||||||||||||
| Tax losses | - | - | 715 | - | ||||||||||||
| Capitalized interest | - | - | - | 26,904 | ||||||||||||
| Expenses in assumption of bank loans | - | - | - | 4,011 | ||||||||||||
| Unaccrued interest | - | - | 150 | - | ||||||||||||
| Fair value of property, plant and equipment | - | - | 70 | - | ||||||||||||
| Employee benefits | - | - | 2,450 | - | ||||||||||||
| Royalty deferred income taxes | - | - | - | 7,791 | ||||||||||||
| Purchase of intangible assets | - | - | - | 235 | ||||||||||||
| Provision for lawsuits and legal expenses | - | - | 3,663 | - | ||||||||||||
| Provision for investment plan | - | - | 8,946 | - | ||||||||||||
| Provision of fines and crushing site closure | - | - | 1,654 | - | ||||||||||||
| Other | 224 | - | - | 532 | ||||||||||||
| Balance to date | 340 | - | 141,898 | 365,247 | ||||||||||||
| Net balance | 340 | - | - | 223,349 | ||||||||||||
| F-188 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.3 | Reconciliation of changes in deferred tax liabilities (assets) as of December 31, 2015 |
| Deferred tax liabilities (assets) at the beginning of the period | Deferred tax expense (income) recognized in profit or loss | Deferred tax related to items credited (debited) directly to equity | Total increase (decrease) of deferred tax liabilities (assets) | Deferred tax liabilities (assets) at the end of the period | ||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||
| Depreciation | 233,862 | (789 | ) | - | (789 | ) | 233,073 | |||||||||||||
| Doubtful accounts impairment | (6,755 | ) | 1,636 | - | 1,636 | (5,119 | ) | |||||||||||||
| Accrued vacations | (3,735 | ) | 367 | - | 367 | (3,368 | ) | |||||||||||||
| Manufacturing expenses | 81,650 | 27,484 | - | 27,484 | 109,134 | |||||||||||||||
| Unrealized gains (losses) from sales of products | (83,355 | ) | (4,085 | ) | - | (4,085 | ) | (87,440 | ) | |||||||||||
| Fair value of bonds | (350 | ) | - | (96 | ) | (96 | ) | (446 | ) | |||||||||||
| Severance indemnity | 5,950 | (2,081 | ) | 309 | (1,772 | ) | 4,178 | |||||||||||||
| Hedging | (5,512 | ) | (6,364 | ) | - | (6,364 | ) | (11,878 | ) | |||||||||||
| Inventory of products, spare parts and supplies | (24,632 | ) | (4,842 | ) | - | (4,842 | ) | (29,474 | ) | |||||||||||
| Research and development expenses | 4,285 | 3,696 | - | 3,696 | 7,981 | |||||||||||||||
| Capitalized interest | 26,904 | (23,771 | ) | - | (23,771 | ) | 3,133 | |||||||||||||
| Expenses in assumption of bank loans | 4,011 | (360 | ) | - | (360 | ) | 3,651 | |||||||||||||
| Unaccrued interest | (150 | ) | (6 | ) | - | (6 | ) | (156 | ) | |||||||||||
| Fair value of property, plant and equipment | (70 | ) | 3,445 | - | 3,445 | 3,375 | ||||||||||||||
| Employee benefits | (2,450 | ) | 530 | - | 530 | (1,920 | ) | |||||||||||||
| Royalty deferred income taxes | 7,791 | (1,381 | ) | - | (1,381 | ) | 6,410 | |||||||||||||
| Unused tax losses | (715 | ) | (807 | ) | - | (807 | ) | (1,522 | ) | |||||||||||
| Purchase of intangible assets | 235 | (235 | ) | - | (235 | ) | - | |||||||||||||
| Provision for lawsuits and legal expenses | (3,663 | ) | (3,694 | ) | - | (3,694 | ) | (7,357 | ) | |||||||||||
| Provision for investment plan | (8,946 | ) | 5,634 | - | 5,634 | (3,312 | ) | |||||||||||||
| Provision of fines and crushing site closure | (1,654 | ) | 1,654 | - | 1,654 | - | ||||||||||||||
| Other ID | 308 | (23 | ) | - | (23 | ) | 285 | |||||||||||||
| Total temporary differences, losses and unused fiscal credits | 223,009 | (3,992 | ) | 213 | (3,779 | ) | 219,230 | |||||||||||||
| F-189 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.4 | Reconciliation of changes in deferred tax liabilities (assets) as of December 31, 2014 |
| Deferred tax liabilities (assets) at the beginning of the period | Deferred tax expense (income) recognized in profit or loss | Deferred tax related to items credited (debited) directly to equity | Total increase (decrease) of deferred tax liabilities (assets) | Deferred tax liabilities (assets) at the end of the period | ||||||||||||||||
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||||
| Depreciation | 162,378 | 71,484 | - | 71,484 | 233,862 | |||||||||||||||
| Doubtful accounts impairment | (7,030 | ) | 275 | - | 275 | (6,755 | ) | |||||||||||||
| Accrued vacations | (3,566 | ) | (169 | ) | - | (169 | ) | (3,735 | ) | |||||||||||
| Manufacturing expenses | 66,759 | 14,891 | - | 14,891 | 81,650 | |||||||||||||||
| Unrealized gains (losses) from sales of products | (84,711 | ) | 1,356 | - | 1,356 | (83,355 | ) | |||||||||||||
| Fair value of bonds | (661 | ) | - | 311 | 311 | (350 | ) | |||||||||||||
| Severance indemnity | 4,628 | 1,322 | ) | - | 1,322 | 5,950 | ||||||||||||||
| Hedging | 5,261 | (70,773 | ) | - | (10,773 | ) | (5,512 | ) | ||||||||||||
| Inventory of products, spare parts and supplies | (20,829 | ) | (3,803 | ) | - | (3,803 | ) | (24,632 | ) | |||||||||||
| Research and development expenses | 7,018 | (2,733 | ) | - | (2,733 | ) | 4,285 | |||||||||||||
| Capitalized interest | 21,759 | 5,145 | - | 5,145 | 26,904 | |||||||||||||||
| Expenses in assumption of bank loans | 2,917 | 1,094 | - | 1,094 | 4,011 | |||||||||||||||
| Unaccrued interest | (39 | ) | (111 | ) | - | (111 | ) | (150 | ) | |||||||||||
| Fair value of property, plant and equipment | 603 | (673 | ) | - | (673 | ) | (70 | ) | ||||||||||||
| Employee benefits | (381 | ) | (2,069 | ) | - | (2,069 | ) | (2,450 | ) | |||||||||||
| Royalty deferred income taxes | 7,923 | (132 | ) | - | (132 | ) | 7,791 | |||||||||||||
| Unused tax losses | (468 | ) | (247 | ) | - | (247 | ) | (715 | ) | |||||||||||
| Purchase of intangible assets | 235 | - | - | - | 235 | |||||||||||||||
| Provision for lawsuits and legal expenses | (1,878 | ) | (1,785 | ) | - | (1,785 | ) | (3,663 | ) | |||||||||||
| Provision for investment plan | (4,225 | ) | (4,721 | ) | - | (4,721 | ) | (8,946 | ) | |||||||||||
| Provision of fines and crushing site closure | (1,600 | ) | (54 | ) | - | (54 | ) | (1,654 | ) | |||||||||||
| Other | (329 | ) | 637 | - | 637 | 308 | ||||||||||||||
| Total temporary differences, losses and unused fiscal credits | 153,764 | 68,934 | 311 | 69,245 | 223,009 | |||||||||||||||
During the period ended December 31, 2015 and December 31, 2014, the Company calculated and accounted for taxable income considering a rate of 22,5% and 21% respectively, in conformity with Law No. 20.780, Tax Reform, published in the Official Gazette on September 29, 2014.
The main amendments include a gradual increase in the corporate income tax rate up to 27% starting in 2018.
| F-190 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.5 | Deferred taxes related to benefits for tax losses |
The Company’s tax loss carryforwards (NOL carryforwards) were mainly generated by losses in Chile, which in accordance with current Chilean tax regulations have no expiration date.
As of December 31, 2015 and December 31, 2014, tax loss carryforwards (NOL carryforwards) are detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Chile | 1,522 | 715 | ||||||
| Total | 1,522 | 715 | ||||||
Tax losses as of December 31, 2015 correspond mainly to SQM S.A., Exploraciones Mineras S.A. and Agrorama S.A.
| d.6 | Unrecognized deferred income tax assets and liabilities |
Unrecognized deferred tax assets and liabilities as of December 31, 2015, December 31, 2014 and December 31, 2013 are as follows:
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Assets (liabilities) | Assets (liabilities) | Assets (liabilities) | ||||||||||
| Tax losses (NOL’s) | 139 | 139 | 139 | |||||||||
| Doubtful accounts impairment | 81 | 81 | 81 | |||||||||
| Inventory impairment | 1,020 | 1,020 | 1,020 | |||||||||
| Pensions plan | (715 | ) | (536 | ) | (536 | ) | ||||||
| Accrued vacations | 29 | 29 | 29 | |||||||||
| Depreciation | (57 | ) | (57 | ) | (57 | ) | ||||||
| Other | (19 | ) | (19 | ) | (19 | ) | ||||||
| Balances to date | 478 | 657 | 657 | |||||||||
Tax losses mainly relate to the United States, and they expire in 20 years.
| F-191 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.7 | Movements in deferred tax assets and liabilities |
Movements in deferred tax assets and liabilities as of December 31, 2015 and December 31, 2014 are detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Liabilities (assets) | Liabilities (assets) | |||||||
| Deferred tax assets and liabilities, net opening balance | 223,009 | 153,764 | ||||||
| Increase (decrease) in deferred taxes in profit or loss | (3,992 | ) | 16,629 | |||||
| Increase (decrease) in deferred taxes in equity | 213 | 52,616 | ||||||
| Balances to date | 219,230 | 223,009 | ||||||
| d.8 | Disclosures on income tax expense (income) |
The Company recognizes current tax and deferred taxes as income or expenses, and they are included in profit or loss, unless they arise from:
| (a) | a transaction or event recognized in the same period or in a different period, outside profit or loss either in other comprehensive income or directly in equity; or |
| (b) | a business combination |
Current and deferred tax expenses (income) are detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Income (expenses) | Income (expenses) | |||||||
| Current income tax expense | ||||||||
| Current income tax expense | (89,869 | ) | (94,796 | ) | ||||
| Adjustments to prior year current income tax | 2,111 | 3,043 | ||||||
| Current income tax expense, net, total | (87,758 | ) | (91,753 | ) | ||||
| Deferred tax expense | ||||||||
| Deferred tax expense (income) relating to the creation and reversal of temporary differences | 3,992 | (16,629 | ) | |||||
| Deferred tax expense, net, total | 3,992 | (16,629 | ) | |||||
| Tax expense (income) | (83,766 | ) | (108,382 | ) | ||||
| F-192 |
| |
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
Tax expenses (income) for foreign and domestic parties are detailed as follows:
| 12/31/2015 | 12/31/2014 | 12/31/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Income (expenses) | Income (expenses) | Income (expenses) | ||||||||||
| Current income tax expense by foreign and domestic parties, net | ||||||||||||
| Current income tax expense, foreign parties, net | (5,719 | ) | (7,761 | ) | (8,267 | ) | ||||||
| Current income tax expense, domestic, net | (82,039 | ) | (83,992 | ) | (104,769 | ) | ||||||
| Current income tax expense, net, total | (87,758 | ) | (91,753 | ) | (113,036 | ) | ||||||
| Deferred tax expense by foreign and domestic parties, net | ||||||||||||
| Deferred tax expense, foreign parties, net | (232 | ) | (138 | ) | 492 | |||||||
| Deferred tax expense, domestic, net | 4,224 | (16,491 | ) | (25,995 | ) | |||||||
| Deferred tax expense, net, total | 3,992 | (16,629 | ) | (25,503 | ) | |||||||
| Income tax expense | (83,766 | ) | (108,382 | ) | (138,539 | ) | ||||||
| d.9 | Equity interest in taxation attributable to equity-accounted investees |
The Company does not recognize any deferred tax liability in all cases of taxable temporary differences associated with investments in subsidiaries, branches and associated companies or interest in joint ventures, because as indicated in the standard, the following two conditions are jointly met:
| (a) | the parent, investor or interest holder is able to control the time for reversal of the temporary difference; and |
| (b) | It is more likely than not that the temporary difference is not reversed in the foreseeable future. |
In addition, the Company does not recognize deferred income tax assets for all deductible temporary differences from investments in subsidiaries, branches and associated companies or interests in joint ventures because it is not possible to meet for the following requirements:
| (a) | Temporary differences are reversed in a foreseeable future; and |
| (b) | The Company has tax earnings, against which temporary differences can be used. |
| F-193 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
| d.10 | Disclosures on the tax effects of other comprehensive income components: |
| Income tax related to other income and expense components with a charge or credit to net equity | Amount before taxes (expense) gain | (Expense) income for income taxes | Amount after taxes | |||||||||
| 12/31/2015 | 12/31/2015 | 12/31/2015 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Gain (loss) from defined benefit plans | (174 | ) | (309 | ) | (483 | ) | ||||||
| Cash flow hedge | 86 | 96 | 182 | |||||||||
| Total | (88 | ) | (213 | ) | (301 | ) | ||||||
| Income tax related to components of other income and expense with a charge or credit to net equity | Amount before taxes (expense) gain | ((Expense) income for income taxes | Amount after taxes | |||||||||
| 12/31/2014 | 12/31/2014 | 12/31/2014 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Cash flow hedge | 1,638 | (311 | ) | 1,327 | ||||||||
| Total | 1,638 | (311 | ) | 1,327 | ||||||||
| Income tax related to components of other income and expense with a charge or credit to net equity | Amount before taxes (expense) gain | ((Expense) income for income taxes | Amount after taxes | |||||||||
| 12/31/2013 | 31/12/2013 | 31/12/2013 | ||||||||||
| ThUS$ | ThUS$ | ThUS$ | ||||||||||
| Cash flow hedge | 15,113 | (3,023 | ) | 12,090 | ||||||||
| Total | 15,113 | (3,023 | ) | 12,090 | ||||||||
| d.11 | Explanation of the relationship between expense (income) for tax purposes and accounting income. |
In accordance with paragraph No. 81, letter c) of IAS 12, the Company has estimated that the method that discloses more significant information for the users of its financial statements is the reconciliation of tax expense (income) to the result of multiplying income for accounting purposes by the tax rate in force in Chile. This option is based on the fact that the Parent and its subsidiaries incorporated in Chile generate almost the total amount of tax expense (income) and the fact that amounts of subsidiaries incorporated in foreign countries have no relevant significance within the context of the total amount of tax expense (income).
| F-194 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
Reconciliation of numbers in income tax expenses (income) and the result of multiplying financial gain by the rate prevailing in Chile.
| Income (expense) | ||||||||
| 12/31/2015 | 12/31/2014 | |||||||
| ThUS$ | ThUS$ | |||||||
| Consolidated income before taxes | 301,098 | 412,152 | ||||||
| Income tax rate in force in Chile | 22,5 | % | 21 | % | ||||
| Tax expense using the legal rate | (67,747 | ) | (86,552 | ) | ||||
| Effect of royalty tax expense | (9,157 | ) | (7,583 | ) | ||||
| Tax effect of non-taxable revenue | 3,013 | 5,420 | ||||||
| Effect of taxable rate of non-deductible expenses for determination of taxable income (loss) | (4,350 | ) | (1,897 | ) | ||||
| Tax effect of tax rates supported abroad | 1,572 | (4,050 | ) | |||||
| Other tax effects from the reconciliation between the accounting income and tax expense | (7,097 | ) | (13,720 | ) | ||||
| Tax expense using the effective rate | (83,766 | ) | (108,382 | ) | ||||
| d.12 | Tax periods potentially subject to verification: |
The Group’s Companies are potentially subject to income tax audits by tax authorities in each country. These audits are limited to a number of interim tax periods, which, in general, when they elapse, give rise to the expiration of these inspections.
Tax audits, due to their nature, are often complex and may require several years. Below, we provide a summary of tax periods that are potentially subject to verification, in accordance with tax regulations in force in the country of origin:
Chile
According to article 200 of Decree Law No. 830, the tax authority shall review for any deficiencies in its settlement and taxes turn giving rise, by applying a requirement of 3 years term from the expiration of the legal deadline when payment should have been made. Besides, this requirement was extended to 6 years term for the revision of taxes subject to declaration, when such declaration was not been filed or has been presented maliciously false.
United States
In the United States, the tax authority may review tax returns for up to 3 years from the expiration date of the tax return. In the event that an omission or error is detected in the tax return of sales or cost of sales, the review can be extended for a period of up to 6 years.
| F-195 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 27 | Income tax and deferred taxes (continued) |
| 27.4 | Income tax and deferred taxes, continued |
Mexico:
In Mexico, the tax authority can review tax returns up to 5 years from the expiration date of the tax return.
Spain:
In Spain, the tax authority can review tax returns up to 4 years from the expiration date of the tax return.
Belgium:
In Belgium, the tax authority may review tax returns for up to 3 years from the expiration date of the tax return if no tax losses exist. In the event of detecting an omission or error in the tax return, the review can be extended for a period of up to 5 years.
South Africa:
In South Africa, the tax authority may review tax returns for up to 3 years from the expiration date of the tax return. In the event an omission or error in the tax return is detected, the review can be extended for a period of up to 5 years.
| F-196 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 28 | Disclosures on the effects of fluctuations in foreign currency exchange rates |
Assets held in foreign currency subject to fluctuations in exchange rates are detailed as follows:
| Class of assets | Currency | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | |||||||
| Current assets | ||||||||||
| Cash and cash equivalents | ARS | 1 | 12 | |||||||
| Cash and cash equivalents | BRL | 8 | 29 | |||||||
| Cash and cash equivalents | CLP | 2,656 | 6,355 | |||||||
| Cash and cash equivalents | CNY | 272 | 769 | |||||||
| Cash and cash equivalents | EUR | 4,245 | 10,449 | |||||||
| Cash and cash equivalents | GBP | - | 5 | |||||||
| Cash and cash equivalents | IDR | - | 4 | |||||||
| Cash and cash equivalents | INR | 14 | 12 | |||||||
| Cash and cash equivalents | MXN | 1,439 | 736 | |||||||
| Cash and cash equivalents | PEN | 1 | 1 | |||||||
| Cash and cash equivalents | THB | 1 | 2,055 | |||||||
| Cash and cash equivalents | YEN | 1,690 | 1,701 | |||||||
| Cash and cash equivalents | ZAR | 4,123 | 4,046 | |||||||
| Subtotal cash and cash equivalents | 14,450 | 26,174 | ||||||||
| Other current financial assets | CLF | 17,507 | 60,153 | |||||||
| Other current financial assets | CLP | 131,633 | 255,045 | |||||||
| Subtotal other current financial assets | 149,140 | 315,198 | ||||||||
| Other current non-financial assets | ARS | - | 22 | |||||||
| Other current non-financial assets | AUD | 34 | - | |||||||
| Other current non-financial assets | BRL | 8 | 2 | |||||||
| Other current non-financial assets | CLF | 38 | 59 | |||||||
| Other current non-financial assets | CLP | 39,091 | 20,985 | |||||||
| Other current non-financial assets | CNY | 27 | 101 | |||||||
| Other current non-financial assets | EUR | 2,278 | 5,594 | |||||||
| Other current non-financial assets | MXN | 1,036 | 1,503 | |||||||
| Other current non-financial assets | THB | 8 | 42 | |||||||
| Other current non-financial assets | YEN | 29 | - | |||||||
| Other current non-financial assets | ZAR | 4,466 | 972 | |||||||
| Subtotal other current non-financial assets | 47,015 | 29,280 | ||||||||
| Trade and other receivables | BRL | 19 | 29 | |||||||
| Trade and other receivables | CLF | 993 | 1,174 | |||||||
| Trade and other receivables | CLP | 76,748 | 80,240 | |||||||
| Trade and other receivables | CNY | 77 | 2,368 | |||||||
| Trade and other receivables | EUR | 38,797 | 24,496 | |||||||
| Trade and other receivables | GBP | 582 | 269 | |||||||
| Trade and other receivables | MXN | 425 | 322 | |||||||
| Trade and other receivables | PEN | 112 | 88 | |||||||
| Trade and other receivables | THB | 1,473 | 4,713 | |||||||
| Trade and other receivables | ZAR | 15,549 | 18,162 | |||||||
| Trade and other receivables | 134,775 | 131,861 | ||||||||
| Trade and other receivables | AED | - | 379 | |||||||
| Subtotal trade and other receivables | CLP | 52 | 87 | |||||||
| Receivables from related parties | EUR | 604 | 1,360 | |||||||
| Receivables from related parties | THB | 1,112 | 1,506 | |||||||
| Receivables from related parties | CNY | - | 105 | |||||||
| Receivables from related parties | YEN | 193 | 206 | |||||||
| Receivables from related parties | ZAR | - | 3,771 | |||||||
| Subtotal receivables from related parties | 1,961 | 7,414 | ||||||||
| F-197 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 28 | Disclosures on the effects of fluctuations in foreign currency exchange rates (continued) |
| Class of assets | Currency | 12/31/2015 ThUS$ | 12/31/2014 ThUS$ | |||||||
| Current tax assets | CLP | 1,453 | 1,803 | |||||||
| Current tax assets | EUR | 177 | 68 | |||||||
| Current tax assets | ZAR | 424 | - | |||||||
| Current tax assets | MXN | 8 | 1,122 | |||||||
| Current tax assets | PEN | 222 | 253 | |||||||
| Subtotal current tax assets | 2,284 | 3,246 | ||||||||
| Non-current assets | ||||||||||
| Other non-current financial assets | CLP | 20 | 20 | |||||||
| Other non-current financial assets | YEN | 39 | 39 | |||||||
| Subtotal other non-current financial assets | 59 | 59 | ||||||||
| Other non-current non-financial assets | BRL | 116 | 170 | |||||||
| Other non-current non-financial assets | CLP | 536 | 727 | |||||||
| Subtotal other non-current non-financial assets | 652 | 897 | ||||||||
| Non-current right receivable | CLF | 415 | 1,028 | |||||||
| Non-current right receivable | CLP | 467 | 1,016 | |||||||
| Subtotal non-current rights receivable | 882 | 2,044 | ||||||||
| Equity-accounted investees | AED | 23,369 | 19,459 | |||||||
| Equity-accounted investees | CLP | 1,535 | 1,159 | |||||||
| Equity-accounted investees | EUR | 7,201 | 8,004 | |||||||
| Equity-accounted investees | INR | 962 | 754 | |||||||
| Equity-accounted investees | THB | 1,672 | 2,038 | |||||||
| Equity-accounted investees | TRY | 15,103 | 14,956 | |||||||
| Subtotal equity-accounted investees | 49,842 | 46,370 | ||||||||
| Intangible assets other than goodwill | CLP | 284 | 402 | |||||||
| Intangible assets other than goodwill | CNY | 1 | 1 | |||||||
| Subtotal intangible assets other than goodwill | 285 | 403 | ||||||||
| Property, plant and equipment | CLP | 4,089 | 4,240 | |||||||
| Subtotal property, plant and equipment | 4,089 | 4,240 | ||||||||
| Total non-current assets | 55,809 | 54,013 | ||||||||
| Total assets | 405,434 | 567,186 | ||||||||
| F-198 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 28 | Disclosures on the effects of fluctuations in foreign currency exchange rates (continued) |
Liabilities held in foreign currencies are detailed as follows:
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||||
| Class of liability | Currency | Up to 90 days ThUS$ | 91 days to 1 year ThUS$ | Total ThUS$ | Up to 90 days ThUS$ | 91 days to 1 year ThUS$ | Total ThUS$ | |||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||
| Other current financial liabilities | CLF | 4,423 | 5,610 | 10,033 | 4,822 | 6,329 | 11,151 | |||||||||||||||||||
| Subtotal other current financial liabilities | 4,423 | 5,610 | 10,033 | 4,822 | 6,329 | 11,151 | ||||||||||||||||||||
| Trade and other payables | BRL | 38 | - | 38 | 52 | - | 52 | |||||||||||||||||||
| Trade and other payables | CHF | - | - | - | 1 | - | 1 | |||||||||||||||||||
| Trade and other payables | CLP | 48,707 | - | 48,707 | 67,326 | 3,163 | 70,489 | |||||||||||||||||||
| Trade and other payables | CNY | - | - | - | 2,622 | - | 2,622 | |||||||||||||||||||
| Trade and other payables | EUR | 8,591 | - | 8,591 | 10,442 | - | 10,442 | |||||||||||||||||||
| Trade and other payables | GBP | 55 | - | 55 | 14 | - | 14 | |||||||||||||||||||
| Trade and other payables | INR | 1 | - | 1 | 1 | - | 1 | |||||||||||||||||||
| Trade and other payables | MXN | 76 | - | 76 | 20 | - | 20 | |||||||||||||||||||
| Trade and other payables | PEN | 11 | - | 11 | 6 | - | 6 | |||||||||||||||||||
| Trade and other payables | ZAR | 1,727 | - | 1,727 | 1,470 | - | 1,470 | |||||||||||||||||||
| Subtotal trade and other payables | 59,206 | - | 59,206 | 81,954 | 3,163 | 85,117 | ||||||||||||||||||||
| Other current provisions | BRL | 9 | - | 9 | 524 | 13 | 537 | |||||||||||||||||||
| Other current provisions | CLP | 15 | - | 15 | 9 | - | 9 | |||||||||||||||||||
| Other current provisions | EUR | 5 | - | 5 | 6 | - | 6 | |||||||||||||||||||
| Subtotal other current provisions | 29 | - | 29 | 539 | 13 | 552 | ||||||||||||||||||||
| Current tax liabilities | CNY | - | 2 | 2 | - | - | - | |||||||||||||||||||
| Current tax liabilities | EUR | - | 889 | 889 | - | 1,544 | 1,544 | |||||||||||||||||||
| Current tax liabilities | MXN | - | 24 | 24 | - | 896 | 896 | |||||||||||||||||||
| Subtotal current tax liabilities | - | 915 | 915 | - | 2,440 | 2,440 | ||||||||||||||||||||
| F-199 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 28 | Disclosures on the effects of fluctuations in foreign currency exchange rates (continued) |
| 12/31/2015 | 12/31/2014 | |||||||||||||||||||||||||
| Class of liability | Currency | Up to 90 days ThUS$ | over 90 days to 1 year ThUS$ | Total ThUS$ | Up to 90 days ThUS$ | Over 90 days to 1 year ThUS$ | Total ThUS$ | |||||||||||||||||||
| Other current non-financial liabilities | BRL | 3 | - | 3 | 18 | - | 18 | |||||||||||||||||||
| Other current non-financial liabilities | CLP | 4,684 | 6,556 | 11,240 | 5,557 | 2,158 | 7,715 | |||||||||||||||||||
| Other current non-financial liabilities | CNY | 28 | - | 28 | - | - | - | |||||||||||||||||||
| Other current non-financial liabilities | EUR | 1,143 | - | 1,143 | 546 | - | 546 | |||||||||||||||||||
| Other current non-financial liabilities | MXN | 394 | 31 | 425 | 1,479 | 62 | 1,541 | |||||||||||||||||||
| Other current non-financial liabilities | AUD | - | - | - | 70 | - | 70 | |||||||||||||||||||
| Other current non-financial liabilities | PEN | 70 | - | 70 | - | - | - | |||||||||||||||||||
| Other current non-financial liabilities | THD | - | - | - | 4 | - | 4 | |||||||||||||||||||
| Other current non-financial liabilities | ZAR | 13 | - | 13 | 37 | - | 37 | |||||||||||||||||||
| Subtotal other current non-financial liabilities | 6,335 | 6,587 | 12,922 | 7,711 | 2,220 | 9,931 | ||||||||||||||||||||
| Total current liabilities | 69,993 | 13,112 | 83,105 | 95,026 | 14,165 | 109,191 | ||||||||||||||||||||
| F-200 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 28 | Disclosures on the effects of fluctuations in foreign currency exchange rates (continued) |
| 12/31/2015 | ||||||||||||||||||||||||||
| Class of liability | Currency | 1 to 2 years ThUS$ | 2 to 3 years ThUS$ | 3 to 4 years ThUS$ | 4 to 5 years ThUS$ | Over 5 years ThUS$ | Total ThUS$ | |||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||
| Other non-current financial liabilities | CLF | 41,485 | 5,413 | 5,413 | 5,413 | 228,083 | 285,807 | |||||||||||||||||||
| Subtotal other non-current financial liabilities | 41,485 | 5,413 | 5,413 | 5,413 | 228,083 | 285,807 | ||||||||||||||||||||
| Non-current provisions for employee benefits | CLP | - | - | - | - | 539 | 539 | |||||||||||||||||||
| Non-current provisions for employee benefits | MXN | - | - | - | - | 100 | 100 | |||||||||||||||||||
| Non-current provisions for employee benefits | YEN | - | - | - | - | 495 | 495 | |||||||||||||||||||
| Subtotal non-current provisions for employee benefits | - | - | - | - | 1,134 | 1,134 | ||||||||||||||||||||
| Total non-current liabilities | 41,485 | 5,413 | 5,413 | 5,413 | 229,217 | 286,941 | ||||||||||||||||||||
| 12/31/2014 | ||||||||||||||||||||||||||
| Class of liability | Currency | 1
to 2 | 2
to 3 | 3
to 4 | 4
to 5 | Over
5 | Total | |||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||
| Other non-current financial liabilities | CLF | 6,088 | 46,524 | 6,088 | 6,088 | 262,761 | 327,549 | |||||||||||||||||||
| Subtotal other non-current financial liabilities | 6,088 | 46,524 | 6,088 | 6,088 | 262,761 | 327,549 | ||||||||||||||||||||
| Non-current provisions for employee benefits | CLP | - | - | - | - | 1,793 | 1,793 | |||||||||||||||||||
| Non-current provisions for employee benefits | MXN | - | - | - | - | 115 | 115 | |||||||||||||||||||
| Non-current provisions for employee benefits | YEN | - | - | - | - | 449 | 449 | |||||||||||||||||||
| Subtotal non-current provisions for employee benefits | - | - | - | - | 2,357 | 2,357 | ||||||||||||||||||||
| Total non-current liabilities | 6,088 | 46,524 | 6,088 | 6,088 | 265,118 | 329,906 | ||||||||||||||||||||
| F-201 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 29 | Mineral resource exploration and evaluation expenditure |
Because of the nature of the operations of Sociedad Química y Minera de Chile S.A. and its subsidiaries and the type of exploration they conduct (which is different than other mining businesses where the exploration process results in significant time), the exploration and process and the definition of the economic feasibility occurs normally within the year. Accordingly, although expenditure is initially capitalized, it could be recognized in profit or loss for the same year should there be no technical and commercial feasibility. This results in having no significant expenditure that have no feasibility study at the end of the year.
Prospecting expenditure can be found in 4 different stages: execution, economically feasible, not economically feasible and under exploitation:
| 1. | Execution: prospecting expenditure which are under execution and accordingly there is no yet a definition as to its economic feasibility are classified in the caption property, plant and equipment. As of December 31, 2015 and December 31, 2014, the balance amounts to ThUS$10,135 and ThUS$ 28,401, respectively. |
| 2. | Economically feasible: prospecting expenditure, which upon completion, has been concluded to be economically feasible is classified in the caption non-current assets in other non-current non-financial assets. As of December 31, 2015 and December 31, 2014, the balance amounts to ThUS$ 31,911 and ThUS$ 29,569 respectively. |
| 3. | Not economically feasible: Prospecting expenditure, which upon completion it has been concluded that are not economically feasible are recorded in profit or loss: As of December 31, 2015 and December 31, 2014, , the balance amounts to ThUS$520 and ThUS$2,352 respectively. |
| 4. | Under exploitation: Prospecting expenditure under exploitation is classified in the caption current assets in current inventories. These are amortized considering the exploited material. As of December 31, 2015 and December 31, 2014, the balance amounts to ThUS$1,269 and ThUS$ 2,207, respectively. |
For the amount of capitalized expenditure, the total amount disbursed in exploration and evaluation of mineral resources as of December 31, 2015 ThUS$6,344, and correspond to non-metallic projects. Such expenditure mainly correspond to studies, either topographical, geological, exploratory drilling, sampling, among others.
With respect to this expenditure, the Company has defined classifying it in accordance with IFRS 6.9:
For exploration expenditure where the mineral has low ore grade that is not economically exploitable, it is debited directly to profit or loss.
If studies determine that the ore grade is economically exploitable, it is classified in other non-current assets in the caption stain development and prospecting expenses and at the time of making the decision for exploiting the zone it is classified in the caption inventories as part of the cost of raw materials required for production purposes.
| F-202 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 30 | Lawsuits and complaints |
Lawsuits and complaints
The Chilean Internal Revenue Service (“SII”) has been conducting investigations related to the payment of invoices by SQM and its subsidiaries, SQM Salar S.A. and SQM Industrial S.A., for services that may not have been properly supported or that may not have been necessary to generate corporate income. The Chilean Public Prosecutor (Ministerio Público) is conducting related inquiries to determine whether such payments may be linked with alleged violations by SQM, these subsidiaries and public officials of political contribution or anti-corruption laws. The SII and the Chilean Public Prosecutor are also conducting similar investigations related to the payment of invoices by other Chilean companies that may not have been properly supported or that may not have been necessary to generate corporate income.
On March 23, 2015, the SII, based on the Income Tax Law (Ley de Impuesto a La Renta) filed a criminal claim against the Company’s former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives relating to part of the payments referred to above. This and subsequent related similar claims filed by the SII against these officers and third parties are currently under review by the Public Prosecutor.
On May 11, 2015, the SII filed an additional criminal claim against the former CEO and the current CEO and CFO in their capacities as the Company’s tax representatives alleging violations of the Chilean Inheritance and Donations Law (Ley sobre Impuesto a Las Herencias, Asignaciones y Donaciones). The claim states that the Company paid two invoices in 2009 and 2010 totaling approximately US$175,000 that are alleged to have been improperly supported. The claim states that these payments should have been classified as donations, and appropriate taxes should have been paid. These payments were accounted for in the amended tax returns filed with the SII. Subsequently, the SII filed a number of additional claims against these officers and third parties alleging violations of Chilean tax law and the Chilean Inheritance and Donations Law. The most recent of these criminal claims was filed by the SII on March 9, 2016. All of these claims are under review by the Public Prosecutor.
On June 17, 2015, Oscar Gajardo S., a minority shareholder of SQM, filed a lawsuit against each member of the Company’s Board of Directors serving at the time of the matters giving rise to the claim, as well as against certain members of its management, alleging that campaign contributions regulated by Chilean law and the Chilean Electoral Service that were made by the Company with Board approval additionally required shareholder approval. The plaintiff filed similar lawsuits against a number of other Chilean companies and their management. These claims are under review by the Public Prosecutor.
On July 31, 2015, the deputy of the Tarapacá region of Chile, Hugo Gutiérrez G., filed a lawsuit against the Company, broadly alleging violations of the anti-corruption and money laundering provisions of Law No. 20,393 on Criminal Liability of Legal Entities. Potential sanctions under this law could include (i) fines, (ii) loss of certain governmental benefits during a given period, (iii) a temporary or permanent bar against the Company executing contracts with governmental entities, and (iv) dissolution of the Company. This claim is under review by the Public Prosecutor.
| F-203 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 30 | Lawsuits and complaints (continued) |
Lawsuits and complaints (continued)
On September 29, 2015, the Company was notified of a labor lawsuit by its former CEO, Patricio Contesse, claiming payment from the Company related to the termination of his employment contract. The total amount claimed in the lawsuit is approximately Ch$4.0 billion (approximately US$5.7 million), including severance payments for years of service and other legal or contractual payments. The Company has not paid any indemnities to the former CEO, and the lawsuit is pending in the Chilean courts. The Company estimates that no provision is needed at this stage.
Actions performed by the Authority
The Public Prosecutor and SII have performed a number of actions within the framework of the investigations described in “Lawsuits and complaints”, above, where the Company and its executives have provided their cooperation. Several of the Company’s executives have granted access to their computers and made several statements at the request of the Prosecutors responsible for the investigation. Additionally, SQM has provided physical and digital copies of its accounting records and its subsidiaries’ accounting records. In addition, SQM has also provided the Public Prosecutor with its email files and all the documentation that has been required by the related authority.
| F-204 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 30 | Lawsuits and complaints, (continued) |
Shearman & Sterling and Ad-Hoc Committee
On February 26, 2015, SQM’s Board of Directors resolved to establish an ad-hoc committee of the Board of Directors (the “ad-hoc Committee”) authorized to conduct an internal investigation relating to the issues that were the subject of the SII and Public Prosecutor investigations and to retain such independent external advice as it deemed appropriate.
The ad-hoc Committee engaged its own lawyers from Chile and the U.S. and forensic accountants from the U.S. to assist with its internal review. The U.S. lawyers retained by the ad-hoc Committee were principally charged with reviewing the relevant facts and analyzing those facts against the requirements of the U.S. Foreign Corrupt Practices Act (“FCPA”). The factual findings of the ad-hoc Committee, however, were ultimately shared with Chilean as well as U.S. authorties.
On December 15, 2015, the ad-hoc Committee presented its findings to the Board of Directors. In addition to presenting a discussion of the facts surrounding the payments at issue, the ad-hoc Committee concluded that, for purposes of the U.S. Foreign Corrupt Practices Act:
| (a) | payments were identified that had been authorized by SQM's former CEO for which the Company did not find sufficient supporting documentation; |
| (b) | no evidence was identified that demonstrates that the payments were made in order to induce a public official to act or refrain from acting in order to assist SQM in obtaining economic benefits; |
| (c) | regarding the cost center managed by SQM's former CEO, it was concluded that the Company's books did not accurately reflect transactions that have been questioned, notwithstanding the fact that, based on the amounts involved, these transactions were deemed quantitatively immaterial in comparison to SQM's equity, revenues, expenses or earnings within the reported period; and |
| (d) | SQM's internal controls were not sufficient to supervise the expenses made by the cost center managed by SQM's former CEO and that the Company trusted Patricio Contesse G. to make proper use of the resources. |
Following the presentation by the ad-hoc Committee of its findings to the Board of Directors, the Company voluntarily shared the findings of the ad-Hoc Committee investigation with authorities in Chile and the U.S. (including the SEC and the U.S. Department of Justice (“DOJ”)), and it has cooperated with requests for additional documents and information from these authorities regarding the internal investigation discussed above.
| F-205 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 31 | Administrative proceedings |
On March 31, 2015, the SVS filed an administrative claim against five current or former members of the Board of Directors, alleging that they did not release information in a timely manner relating to the payments that are subject to the tax claim referred to above. On September 30, 2015, the SVS proceeded to fine the three current and the two former members of the Board of Directors UF1,000 each (approximately US$36,000). They are currently appealing this decision to the Chilean courts.
| F-206 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 32 | Potential Arbitration Proceeding for the Settlement Insurance Policy for Heavy Rains in the Salar de Atacama |
On February 7 and 8, 2013, strong and unusual heavy rains occurred at the Salar de Atacama in the Antofagasta Region of Chile affecting SQM’s facilities and causing damage to its roads, buildings, laboratories, evaporation ponds, equipment and other assets and loss of products-in-process and finished products.
On June 18, 2015. The insurance appraiser, SGC Transporte, issued the Final Settlement Report within the framework of the “Stock Throughput” insurance policy engaged by the Company with the insurance company RSA, which, in summary indicated that the claim reported is covered by such policy and that total losses have been quantified as amounting to US$20.7 million. RSA has rejected such Final Settlement Report issued by SGC Transporte. SQM will proceed to demand payment of the amount from RSA in conformity with the procedure established in the aforementioned insurance policy.
| Note 33 | Closure of the Pedro de Valdivia Site |
On September 22, 2015, the Company reported to the SVS that its Board of Directors opted to close the mining and nitrate operations and reduce iodine production at the Pedro de Valdivia site. The larger part of this closure occurred at the end of November 2015. The iodine operations that will continue to generate production in the remaining industrial plants at the Pedro de Valdivia operation will amount to approximately one third of the previous production volumes.
This decision has been made because the Company has continued to increase its production capacity of iodine and nitrate salts in its industrial mining operations at the Nueva Victoria site and has reduced its production costs to meet sales forecasts and increase its current worldwide market share in the iodine market.
The mining and industrial operations affected at the Pedro de Valdivia site have 713 of the Company’s employees. The Company has designed a set of actions with its employees including, among others, that such employees apply to continue working for SQM in the new duties for them, the different benefits associated with this, training and reinsertion programs, support during the transition period, Company’s dwelling units at María Elena for the employees that currently use those dwelling units with their families, payments higher than those considered in labor legislation, among others.
As of December 31, 2015, the effects on profit or loss of impairment of fixed assets and severance payments related to the mining and industrial operations at Pedro de Valdivia are detailed as follows:
| ThUS$ | ||||
| Property, plant and equipment | 36,823 | |||
| Constructions in progress | 3,195 | |||
| Total property, plant and equipment | 40,018 | |||
| Legal and voluntary severance indemnity payments | 17,647 | |||
| Total closure of the Pedro de Valdivia site | 57,665 | |||
| F-207 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 34 | Dividend Proposal and Cancellation of Dividend Proposal |
On September 4, 2015, it has been reported that Sociedad de Inversiones Pampa Calichera S.A. (SIPCSA), owner of more than 10% of the voting-right shares issued of Sociedad Química y Minera de Chile S.A. (SQM), has requested to the latter that it summons the shareholders to an Extraordinary Shareholders’ Meeting to assess and resolve on “…paying to all the shareholders a special dividend (“dividendo eventual”) with a charge to the SQM’s retained earnings from prior years of US$280,000,000 or such another amount as the shareholders freely determine for such purposes [and that such dividend is subsequently distributed and paid] within a term of 20 calendar days from the date of such Extraordinary Shareholders’ Meeting.”
The Company’s Board of Directors considered the request received from SIPCSA at their Extraordinary Meeting held today and, by virtue of that established in article 58 of Law No. 18.046 and article 101 of its Regulations, agreed to summon to such Extraordinary Shareholders’ Meeting of SQM for Friday, October 2, 2015.
On September 23, 2015, it has been reported to the Chilean Superintendence of Securities and Insurance (SVS) that Sociedad de Inversiones Pampa Calichera S.A. (SIPCSA), owner of more than 10% of the voting-right shares issued of Sociedad Química y Minera de Chile S.A. (SQM or the Company), has requested to the latter that it summons the shareholders to an Extraordinary Shareholders’ Meeting to assess and resolve on “paying to all the shareholders a special dividend (“dividendo eventual”) with a charge to the SQM’s retained earnings from prior years of US$280,000,000 or such another amount as the shareholders freely determine for such purposes.”
By virtue of this, SQM -I- summoned the shareholders to such Extraordinary Shareholders’ Meeting for Friday, October 2, 2015 -II- reported with respect to such request and of such summoning through the Essential Event issued on September 4, 2015 -III- it also communicated this to its Shareholders, the Chilean Superintendence of Securities and Insurance (SVS), the US Securities and Exchange Commission, and the related Stock Exchanges through letters sent on September 14, 2015; and -IV- ordered the publication of the related “Notices of Performance of Shareholders’ Meeting” in the El Mercurio newspaper of Santiago, Chile, which such newspaper has already published in its editions of September 14 and 21, 2015.
On September 23, 2015, Sociedad Química y Minera de Chile S.A., reported that the Extraordinary Shareholders’ Meeting that had been summoned for October 2, 2015, was cancelled because the shareholder which requested summoning to such meeting withdrew such request.
| Note 35 | Effects on Premises after the Rain Storms in the Tocopilla Zone |
Subsequent to the rain storms that affected the Tocopilla Zone at the beginning of August 2015, SQM reviewed the status of the railway that joints the Coya Sur location and Port of Tocopilla. The observation found certain damaged and weakened zones. Because of this, the train is currently not operating. Detailed studies are being conducted to determine the steps that should be followed.
| F-208 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 36 | Events occurred after the reporting date |
| 36.1 | Authorization of the financial statements |
The consolidated financial statements of Sociedad Química y Minera de Chile S.A. and subsidiaries prepared in accordance with International Financial Reporting Standards for the period ended December 31, 2015 were approved and authorized for issuance by the Management on April 20, 2016.
| 36.2 | Disclosures on events occurring after the reporting date |
On January 29, 2016, SQM Industrial S.A. made a payment of ThUS$349, related to the difference for the concept of Article 21 of the Income Tax Law and value-added tax, based on the amendments to tax returns filed by SQM Industrial S.A. in August 2015.
On February 29, 2016, SQM S.A. made a payment of ThUS$1,250, related to the difference for the concept of Article 21 of the Income Tax Law and value-added tax based on the amendments to tax returns filed by the Company in August 2015.
On March 22, 2016, the Board of Directors of SQM S.A. was informed that Hernán Büchi B. and Wolf von Appen B. will resign from their positions as directors of SQM effective April 25, 2016. As a result, the entire Board of Directors will be elected at the next Annual Ordinary Shareholders’ Meeting on April 26, 2016.
On March 28, 2016, SQM S.A. announced that the Company had signed a definitive agreement to enter into a 50/50 joint venture with Lithium Americas Corp. (“Lithium Americas” or “LAC”) to develop the Caucharí-Olaroz lithium project in Argentina. This joint venture went into effect following a capital contribution of US$25 million by SQM in exchange for a 50% ownership stake in Minera Exar, a wholly owned subsidiary of LAC. This amount includes US$15 million to cover intercompany loans between Minera Exar and LAC; the remaining US$10 million will be allocated to project development. SQM and LAC intend to immediately advance a work and engineering plan, which contemplates completion of an updated definitive feasibility study based on an existing study for Caucharí that was completed by Minera Exar in 2012. The updated study will evaluate economic feasibility for a project with a nameplate production capacity of approximately 40,000 metric tons per year of lithium carbonate equivalent. Depending on the results of the study, the project may be executed in stages.
Management is unaware of any other significant events occurred between December 31, 2015 and the date of issuance of these consolidated financial statements that may significantly affect them.
| F-209 |
|
Notes to the Interim Consolidated Financial Statements as of December 31, 2015 |
| Note 36 | Events occurred after the reporting date |
| 36.3 | Detail of dividends declared after the reporting date |
On March 22, 2016, the Board of Directors of SQM agreed to recommend, subject to the approval of SQM’s shareholders at the next Annual General Shareholders’ Meeting on April 26th of this year, that the Company distribute and pay a final dividend, as described in the “Dividend Policy for the 2015 Business Year”, totaling 50% of the 2015 net income of the Company. Therefore, and subject to the approval of SQM’s shareholders at the next Annual Meeting on April 26th of this year, the Company shall pay a final dividend of US$0.40496 per share as a consequence of the distributable net income obtained during the 2015 business year. Nevertheless, the amount of US$0.31915 must be deducted from said final dividend, which was already paid as a provisional dividend, and the balance, in the amount of US$0.08581 per share, shall be paid and distributed to SQM’s Shareholders who are registered in the respective Registry by the fifth business day before the day on which the same shall be paid.
On March 22, 2016, the Board of Directors of SQM also agreed to partially modify the current “Dividend Policy for the 2015 Business Year” that was informed at the Company’s Annual General Shareholder meeting that took place on April 24, 2015, with the essential purpose of incorporating in said “Policy” a special (“dividendo eventual”) dividend payment of US$150 million – equivalent to approximately US$0.56992 per share. This dividend will be charged to SQM’s retained earnings. This dividend payment will be presented for consideration at the next Annual General Shareholders’ Meeting, which will be held on April 26th of this year. If such special dividend is approved by shareholders, it will be paid at the same time as the final dividend described above.
| F-210 |