5 CONTENT RESULTS DIRECTORS & MANAGEMENT NATIONAL AND INTERNATIONAL ENVIRONMENT INVESTMENT, OPERATIONS AND ADMINISTRATION PROJECTS SUBSIDIARIES AND AFFILIATES ECONOMIC AND FINANCIAL ASPECTS FINANCIAL STATEMENTS PAGE UNACEM ANNUAL REPORT This document is printed on recycled paper, thus helping to preserve the environment. We have the following environmental certifications. A P P R O V E D
6 RESULTS SALES (in millions of soles) EBITDA (in millions of soles) 2,000 1,800 1,600 1,400 1,324 1,510 1,514 1, ,200 1, CAPEX (in millions of soles) Times Debt / EBITDA
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8 DIRECTORS & MANAGEMENT FOUNDING PRESIDENT PRESIDENT VICEPRESIDENT DIRECTORS BOARD OF DIRECTORS Mr. Jaime Rizo Patrón Remy Mr. Ricardo Rizo Patrón de la Piedra Mr. Alfredo Gastañeta Alayza Mr. Marcelo Rizo Patrón de la Piedra Mr. Jaime Sotomayor Bernós Mr. Carlos Ugás Delgado Mr. Roque Benavides Ganoza Mr. Diego de la Piedra Minetti Mr. Drago Kisic Wagner Mr. Martín Naranjo Landerer (appointed March 2012) Mr. Leslie Pierce Diez Canseco (appointed March 2012) Mr. Oswaldo Avilez D Acunha (appointed December 2012) Mr. Hernán Torres Marchal (appointed December 2012) Mr. Oscar de Osma Berckemeyer (until March 2012) Mr. Alfredo Torres Guzmán (until March 2012) MANAGEMENT Sindicato de Inversiones y Administración S.A. (SIA) GENERAL MANAGER Mr. Carlos Ugás Delgado Representative of SIA in the General Management LEGAL MANAGER Mr. Julio Ramírez Bardález FINANCIAL AND CORPORATE DEVELOPMENT MANAGER Mr. Álvaro Morales Puppo CENTRAL MANAGER Mr. Víctor Cisneros Mori ADMINISTRATION MANAGER Mr. Jorge Trelles Sánchez COMMERCIAL MANAGER Mr. Kurt Uzátegui Dellepiane PROJECT MANAGER Mr. Jeffery Lewis Arriarán ATOCONGO OPERATIONS MANAGER Mr. Juan Asmat Siquero CONDORCOCHA OPERATIONS MANAGER Mr. Ricardo Ramírez Zurita HUMAN RESOURCES MANAGER Mr. Pablo Castro Horna TECHNICAL ADVISORS ARPL Tecnología Industrial S.A. ADMINISTRATION AND FINANCE ADVISORS Inversiones Andino S.A.
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10 ANNUAL REPORT OF THE BOARD OF DIRECTORS OF UNIÓN ANDINA DE CEMENTOS S.A.A. For fiscal year 2012 In accordance with the law and the bylaws of our Company, the statement of financial position, statement of income, changes in net equity and cash flow for the fiscal year ending on the 31st of December 2012 were submitted to a General Meeting of Shareholders together with this Annual Report summarizing the most important events affecting the Company during 2012 and up to the 25th of March 2013, the date on which they were approved by the Company s Board of Directors. Furthermore, we submit the Company s Sustainability Report, which describes the Company s corporate social responsibility work during 2012 using the methodology approved by the Global Reporting Initiative.
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12 1. NATIONAL AND INTERNATIONAL ENVIRONMENT Because we know that we are part of something bigger. We are the second fastest growing economy in Latin America and UNACEM is committed to continue building a fairer, more prosperous and sustainable society.
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14 NATIONAL AND INTERNATIONAL ENVIRONMENT The world economy s performance during 2012 was not very encouraging, with the European crisis deepening, the United States economy slow to improve and China and certain emerging economies slowing down. Nevertheless, thanks to action by the European Central Bank to allay fears of a more serious crisis and the adoption of monetary stimuli by the Federal Reserve, the world economy had grown 2.6% by the close of the year. Furthermore, Latin American economies were affected by uncertainty in the developed nations, principally through their trade (exports), and showed varied levels of growth, with a regional increase of 3.0% compared with This figure was based on good performances by countries such as Panama, Peru and Chile, which achieved GDP growth of 10.0%, 6.3% and 5.0% respectively at year s end, thus counteracting poor results from the region s larger economies: Brazil, which saw a recovery in 3Q 2012 (1.6%), and Argentina (2.1%). As far as Peru was concerned, its economy continued to grow: ending the year with an increase in GDP of 6.3%, making 14 consecutive years of growth for the country. This growth, which was formerly dependent on exports and private investment, has been closely linked to domestic demand and the sectors that drive it: construction, trade and services, basically because of the continuation of economic policies creating stability for investments. The construction sector expanded 15.7% compared with The expansion of the country s economic activity was based on this growth, principally as a result of investment in real estate, shopping centers and infrastructure. In Lima alone 21,990 new houses were sold in 2012, the highest figure for 17 years.
15 Inflation at the end of 2012 was 2.6%, within the Central Bank (BCR) target range after spending most of the year above the target. Some important achievements of the Peruvian Economy: The country has had a trade surplus for 11 consecutive years, which in 2012 amounted to 4,527 million dollars. However this surplus was 51.3% lower than the 9,302 million dollars achieved in Exports fell by 2.3% compared with 2011, to an estimated total of 45,283 million dollars, mostly because of lower traditional exports (5.4% lower than in 2011). Net international reserves amounted to 63,991 million dollars, a figure 15,175 million higher than in Private consumption, according to recent estimates, may have risen 5.8%, driven by highly positive financing conditions that stimulated demand. For the second year running there was a fiscal surplus estimated to be 2.0% of GDP, the result of higher tax revenue from more dynamic domestic demand and lower public spending (during 2012). PAGE UNACEM ANNUAL REPORT During the year the Nuevo Sol continued to strengthen against the US dollar, reaching its highest level for 20 years in real terms, at S/ to the dollar, 5.4% lower than the 2011 exchange rate of S/ to the dollar. To avoid an abrupt appreciation of the Nuevo Sol, the BCR intervened to purchase a record value of approximately US$ 13 billion. The stability of the Peruvian economy in the middle of an international crisis was such as to be worthy of an upgrade in its credit ratings from the ratings agencies. In August 2012, Moody s raised Peru s rating from Baa3 to Baa2, bringing it in line with those of Standard and Poor s and Fitch Ratings.
16 2. INVESTMENT, OPERATIONS AND ADMINISTRATION Every new step takes us higher. We contribute to the country s development, making products of the highest quality, a solid company using technological innovation and respectful of the environment.
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18 INVESTMENT, OPERATIONS AND ADMINISTRATION The Board of Directors and General Management exercised by Sindicato de Inversiones y Administración S.A. (SIA) supervised the company s investment, investment performance, operations and administration throughout the year. Merger The most important event in fiscal year 2012 was the takeover of Cemento Andino S.A., after which Cementos Lima S.A.A. changed its trading name to UNACEM S.A.A. In this merger UNACEM S.A.A., as the absorbing company, took over all of the equity of Cemento Andino S.A., and the merger took effect on the 1st of October The formal merger process commenced when it was approved by the boards of directors of UNACEM S.A.A. and Cemento Andino S.A. at meetings held on the 27th of June On the 24th of June 2012, general meetings of the shareholders of both companies approved the merger, by which UNACEM S.A.A. would take over Cemento Andino S.A., the merger project and exchange ratio, involving the issue by UNACEM S.A.A. of three hundred and eighty four (384) shares having a nominal value of S/. 1.0 each, for each share issued by Cemento Andino S.A., having a nominal value of S/ each, which would cease to exist after the merger. The date on which the merger would take effect was set as the 1st of October As a result of the merger, UNACEM S.A.A. increased its capital by S/ ,000.0; in other words, from S/. 1, ,408.0 to S/. 1, ,408.0 and ,000 new ordinary shares were issued having the same nominal value as the existing shares (S/. 1.0 each), to be distributed among the former shareholders of Cemento Andino S.A., using the exchange ratio mentioned earlier. For accounting purposes, of the increase in capital of S/ ,000.0, the sum of S/ ,000.0
19 originated in the capital account of Cemento Andino S.A. and S/ ,000.0 was to be taken from accumulated results. The new shares were issued when the capital increase resulting from the merger was registered with Lima Companies Registry. The merger creates important synergies and operational improvements with the integration of operation, maintenance, purchasing, financing and systems programs, the product portfolio and sales, giving significant savings in production costs, freight and management costs. The merger enables us to improve market supply, with a wider range of cements and other products at competitive prices, due to savings in production and transport costs. Furthermore, it optimizes leverage in order to address future investment projects and to seek adequate levels of liquidity that will enable us to continue our quarterly dividend policy. Moreover, shares in the absorbing company will have greater liquidity in the stock market, leading to improved market valuation. Appointments and dividends After the merger took effect, a General Meeting of Shareholders held on the 13th of December 2012, elected the 12 members of the Board of Directors of UNACEM S.A.A. to serve until In homage to Mr. Jaime Rizo Patrón Remy, founder of Cemento Andino S.A. (in 1952) and Cementos Lima S.A.A. (in 1967), a pioneer of the Peruvian cement industry and leading figure for more than sixty years, which saw the growth and development of the merged companies, the Board of Directors agreed to appoint him Founding President so that he can continue to contribute his experience and valuable advice to the management of the Company. The Board elected as its new president Mr. Ricardo Rizo Patrón de la Piedra. PAGE UNACEM ANNUAL REPORT During the year the Company continued with its policy of paying quarterly dividends in the months of February, May, August and November.
20 Furthermore the shareholders continued to receive the board s Annual Report and quarterly reports on the interim financial statements, as well as a summary of the quarter s activities, which were also available on the Company s web site. Production and Dispatch in the Domestic Market During 2012 the Company s entire cement production totaled 5,355,447 t, a figure 13.2% higher than the 4,730,938 t registered in Production included both plants, with 1,704,111 t of cement produced by Condorcocha plant and 3,651,336 t by Atocongo plant in It is worth highlighting that the Company s production was more than enough to cover domestic demand for cement. Cement production by UNACEM S.A.A. broken down by plant is shown in the following figure: Figure N 1 CEMENT PRODUCTION BROKEN DOWN BY PLANT (in thousands of metric tons)
21 The Company s cement dispatches in 2012 were the best ever achieved by both plants; total volume dispatched was of 5,310,830 t, 12.9% higher than the figure for 2011, which was 4,702,007 t. This increase was a consequence of continual growth in the construction sector, one of the most closely linked to the growth in domestic demand. Cement dispatches from Atocongo and Condorcocha plants are shown in the following figure: Figure N 2 DOMESTIC CEMENT DISPATCHES (in thousands of metric tons) 4,209 4,126 4,702 4,709 5,311 PAGE UNACEM ANNUAL REPORT 3,452 3,056 2,683 2,481 2, ,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 5,500
22 Marketing and Sales Sales The Company sells its cement through two business units: bagged cement and bulk cement, which represent 74.6% and 25.4% of total sales respectively. The brands handled by the Bagged Cement unit are: Type I Portland cement under the brands Cemento Andino and Cemento Sol, type IP Portland cement under the brands Cemento Atlas and Cemento Andino and type IPM and type V Portland cement under the brand Cemento Andino. The product portfolio is sold principally through two distribution channels: traditional hardware stores (including the ProgreSol network and independent hardware stores) and modern (or selfservice hardware) stores. As far as results are concerned, by December 2012 sales of type I Cemento Andino in bags had risen 13.2%, while those of Cemento Sol (type I) had risen 7.0% compared with the same period of the previous year. Equally, sales of Cemento Andino type IP increased by 4.7%; on the other hand, sales of Cement Atlas (type IP) fell by 6.0% during the same period. Sales of Cemento Andino type IPM grew 13.6% compared with It should be mentioned that sales of type V cement from Atocongo plant reached 38,502 mt while sales of the same product from the Condorcocha plant amounted to 23,831 mt at the close of The bulk cement business unit sells Portland types I, IP, II and type V, principally to readymixed concrete suppliers, mining, oil and construction companies, and makers of cementbased products. The results of the bulk cement business unit in 2012 were as follows: deliveries of type I Cemento Sol increased by 24.9%, while those of Cemento Andino type I grew 3.1% compared with the same period of the
23 previous year. Furthermore, dispatches of Cemento Atlas (type IP) and Cemento Andino type IP increased by 91.5% and 169.1% respectively compared to the same period of the previous year. Dispatches of type V cement in bulk from Atocongo increased by 12.9% compared with the previous year and deliveries of Cemento Andino type V were satisfactory at 48,662 mt at the close of As can be seen, the bulk cement business unit performed better than the bagged cement unit, principally because of cement sales to premixed concrete suppliers, arising from increased house building and infrastructure works throughout the country. Relationship with clients and the ProgreSol hardware store network The sales strategy stresses continual improvement and a balance between the aims of the Company and those of its clients, purchasers and users to create efficient and longlasting relationships throughout the value chain, from the factory to the points of sale. PAGE UNACEM ANNUAL REPORT For this reason, successful independent hardware stores with high turnover have been incorporated into the ProgreSol network since In 2012 the network consisted of more than 270 points of sale, making it Peru s largest hardware store network. As a result of the recent merger, more than 40 points of sale operated by the Condorcocha plant s distributors were added to the ProgreSol network, increasing the number of outlets and our presence throughout Peru.
24 Conchan Pier Port operations, in metric tons, increased by 78.0% compared with During the year 25 vessels used the facility and a total volume of 784,109 mt was handled; this increase is the result of increased shipments of clinker and coal. Carbon Credits Under the Clean Development Mechanism of the United Nations Framework Convention on Climate Change (UNFCCC) The third periodic verification of emission reduction from the fuel switching project begun in December 2011, through the Designated Operational Entity (DOE) Tüv Süd. The revised period of verification covered reductions generated from September 2010 to August 2011, which amounted to 137,754 t. The verification process is now in its final stage and it is estimated that the corresponding CER will be issued in the second quarter of It should be mentioned that the Company continually monitors the emission reductions arising generated by the fuel switching project and a fourth periodic verification is programed for Principles of Good Corporate Governance The Company adheres to the Principles of Good Corporate Governance in its management and organizational culture; through these principles it seeks to promote good business practices enabling the integration of its agents: the board of directors, management, shareholders and other stakeholders, with a view to increasing value. The adoption of the Principles of Good Corporate Governance provides better security to all stakeholders and guarantees information transparency, equal treatment for all shareholders and responsible management in each of the company s activities.
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26 The Obligatory Annual General meeting held on the 20th of March 2012 approved the financial statements for fiscal year 2011, as well as the unreserved opinion of the external auditors. The Annual General Meeting elected the directors and delegated to the board the choice of external auditors for fiscal year At a meeting on the 7th of September 2012, the board unanimously chose the new members of the audit committee, to consist of three directors, two of whom are independent. After the merger took effect, a general meeting of shareholders on the 13th of December 2012 chose the twelve directors who will serve until the end of the period in March Integrated Management System (IMS) At the time of the merger between Cemento Andino S.A. and UNACEM S.A.A., both plants had management systems based on the following international standards: ISO 9001, ISO and OHSAS for quality assurance, the environment, safety and occupational health respectively: Condorcocha already had the three certificates corresponding to these international standards. Atocongo had ISO 9001, BASC (Business Alliance for Secure Commerce) and ISPS (International Ship and Port Security Code) certification and was well advanced with its preparation for ISO and OHSAS certification.
27 At first the two systems will be maintained in parallel and, in a second stage, they will be integrated with planned and systematic changes that will lead to better performance by the plants. Integrated Management System (IMS) Atocongo Plant and Conchan Pier Client satisfaction In February a customer loyalty and satisfaction survey was carried out of Peruvian cement clients, which was used to develop a series of actions aimed at improving the most relevant factors revealed by the survey, particularly in the sale and distribution of the products. Internal audits In 2012 nine internal audits were carried out, which together covered all the Company s processes relevant to quality, safety, occupational health and the environment. These audits verified that each process complied with its objectives and with the applicable requirements of ISO 9001, ISO 14001, OHSAS 18001, BASC and ISPS, as well as other requirements of the integrated management system. An evaluation of compliance with the legal requirements applicable to each one of these aspects was also carried out. PAGE UNACEM ANNUAL REPORT Management review of the IMS As planned, the Management carried out a formal review of the integrated management system to ensure that it remains effective, adequate and appropriate to the Company s interests. As a result of the review, the Management decided upon the integrated management system s actions, goals and targets.
29 Certification ISO 9001:2008 In September, SGS carried out the annual followup audit of the IMS, concentrating on quality management and as a result recommended that our ISO 9001:2008 certification should be renewed. BASC (Business Alliance for Secure Commerce) In June, BASC PERU renewed the BASC certification for Atocongo plant and Conchan pier. This certification confirms the Company s ability to prevent and avoid the potential use of its operations or facilities for illegal purposes. ISPS (International Ship and Port Security) In September, the National Port Authority carried out a followup audit of our ISPS certification, which was then validated. Integrated Management System (IMS) Condorcocha Plant External followup audits SGS del Peru carried out external audits of ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 standards, for Condorcocha plant (including contractors) and the Lima offices; the first took place from the 31st of January to the 4th of February and the second from the 17th to the 20th of September. PAGE UNACEM ANNUAL REPORT Integrated internal audit of contractors Integrated internal audits were carried out in January, May and November of the Company s contractors, in accordance with ISO and OHSAS standards, in order to determine compliance with the legal requirements applicable to their activities.
30 Human Resources Personnel The following table shows changes in employee numbers during 2011 and 2012 (as at the 31st of December each year). It should be pointed out that the data for 2012 show the total number of collaborators after the 1st of October, the date on which the merger between Cementos Lima S.A.A and Cemento Andino S.A. took effect, to create the new company UNACEM S.A.A. that includes all personnel working in Atocongo and Concorcocha plants, Conchan pier and the Villaran offices. In order to compare figures, the personnel of both companies as at December 2011 have been added. The Company believes that the merger of human capital from both cultures will be positive and create the largest cement manufacturer in Peru. Table N 1 PAYROLL CHANGES CLASIFICATION Administrative Employees Labourers TOTAL The 2011 figures are the sum of personnel working for Cemento Andino S.A. and Cementos Lima S.A.A.
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32 Labour unions Harmonious industrial relations enabled us to achieve a high degree of performance and productivity in the plants during Before the merger, in March 2012 a collective bargaining agreement was entered into with the Labour Union of Cía. Cemento Andino S.A. for a one year period ending on the 31st December In July 2012 a collective bargaining agreement was signed with the Labour Union of Cementos Lima S.A.A. Atocongo Quarries, which is valid for three years. The agreements show our collaborators confidence and commitment to the Company s goals, leading to greater synergies, communication and collaboration in solving problems and maintaining an excellent climate in the workplace. Training and personal development Complying with our commitment to continual improvement, we improve the skills of our collaborators by the use of regular training programs. At present we use a competency management model, which includes job profile analysis, recruitment and selection, performance evaluation, personal development and training. In order to guarantee the competences of our personnel, the Company s policy towards its human capital is to promote and facilitate the professional and technical development of its collaborators through continual training, both in Peru and abroad.
33 Within this framework, during 2012 we provided a total of 20,730 manhours of training, equivalent to an average of 33.4 hours per employee. The following table shows this in detail: Table N 2 CLASSIFICATION OF MANHOURS DEVOTED TO TRAINING INHOUSE OUTSIDE THE COMPANY TOTAL PERÚ ABROAD 8,296 hours 12,282 hours 152 hours 20,730 hours The XX Training Program for Professionals, involving 33 young professionals in different specialties ended in September. At the same time we opened the XXI Program in which 24 recently qualified professionals are taking part. PAGE UNACEM ANNUAL REPORT Furthermore, and as part of our commitment to support youth training in Peru, we hosted visits by 1,038 students from various universities.
34 3. PROJECTS Because these are the goals that encourage us to become bigger every day. Our principal commitment is to meet the growing demand of the Peruvian market. For that reason the increase in the installed capacity of our Atocongo and Condorcocha plants will enable us to produce 7.6 million tons of cement each year.
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36 PROJECTS The following is a description of the most relevant information on projects implemented in 2012 at both Atocongo and Condorcocha plants: Increase in the Production Capacity of Atocongo Plant During 2012 work continued on the project to increase the production capacity of Atocongo plant to approximately 4.8 million tons of clinker a year and to increase its cement milling capacity to 5.5 million tons a year. This work required Kiln I to be shut down from the 1st of July 2012 in order to carry out a series of modifications, including steelwork, new mechanical and electrical equipment and new civil engineering work; this kiln is expected to be back in production at its new capacity of 7,500 tons of clinker a day in April By the close of 2012 the steelwork was 99.0% complete and installation 82.0% complete. During the year the civil engineering work on new clinker silos N 13 and N 14 was completed, together with the new process ventilation building and clinker cooling building. The new Kiln I cooler electro filter is complete and ready to be connected to the new cooler on this production line. Electromechanical erection work on the clinker crusher was completed in December 2012, before offload tests were carried out and the unit commissioned. Furthermore, testing and commissioning of the raw mill were carried out in February 2013.
37 Installation of the refractory linings for the new heat exchanger and calcinator was approximately 70.0% completed at the close of The process of alignment and welding of the new sectors of Kiln I is well advanced; the new operating mechanism, tire and other equipment are already installed and will be aligned during February Increase in the Production Capacity of Condorcocha Plant Installation of the clinker cooler crossbar system, is now completed and by the end of the year its refractory lining was also 75.0% finished. Installation of the hydraulic system began in December 2012 and will be completed by the end of February During 2012 we satisfactorily concluded the project to increase the production of Condorcocha plant by 700,000 mt, by installing a complete new production line known as Kiln 4. This kiln has a production capacity of 2,100 tons of clinker a day, which, together with the three existing kilns, increases daily production to a total of 5,900 tons. This project was conceived as part of a commitment by UNACEM S.A.A. to meet growing market demand and to increase the annual production of Condorcocha from 1 260,000 tons to 1 960,000 tons or approximately 55.0%. PAGE UNACEM ANNUAL REPORT The project was implemented in three simultaneous stages. Stage 1 was operational by the beginning of 2012 and consists basically of secondary crushing and transport of raw materials. Work on stage 2 continued with the raw mill and clinker production process, leading to the final stage 3 consisting of the cement mill and dispatch system.
39 Offload testing of the raw mill and mixing system started at the beginning of 2012 before the installation of refractory linings in the preheater, kiln and cooler; the final drying of the refractory material was completed in March. The final part of the project, carried out at the same time as the offload tests, consisted of installing the integral air, cooling water, diesel oil feed system and CO 2 system in the coal bunkers. Kiln heating started in April. The stage 3 installation work was completed at simultaneously and preparations were made for the start of commissioning testing in this stage. Finally, onload tests of the equipment were carried out, during which the raw mill exceeded the production capacity guaranteed by the supplier. Capacity tests were also carried out on the kiln and cooler, and during the third quarter construction and commissioning of the cement mill and dispatch system were completed. PAGE UNACEM ANNUAL REPORT
40 4. SUBSIDIARIES AND AFFILIATES Those who share our vision and values for development. Almost 100 years of experience has enabled us to develop subsidiary companies that help to expand the construction and energy sectors, creating economic value and responsability to help Peru to develop.
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42 SUBSIDIARIES AND AFFILIATES INVECO S.A. / UNICON S.A. Holding: 93.4% of INVECO / 100.0% of UNICON Ready mixed concrete dispatches rose in 2012, amounting to 2 043,476 m 3 for the whole country, a figure 16.0% higher than the volume dispatched in This was due principally to growth in the demand for new housing, shopping malls and infrastructure. In the Lima market 1 568,635 m 3 of concrete were dispatched (an increase of 15.7% compared with 2011), whilst outside the capital 474,841 m 3 were dispatched (an increase of 17.0% compared with 2011). Commercial agreements in 2012 were responsible for 2 225,388 m 3 of concrete. In December of that year the company had entered into agreements for the future supply of 1 246,638 m 3 of concrete. During the year new plants were installed and new vehicles added to the fleet, giving UNICON a production capacity in Lima of 1,160 m 3 /hour at the close of 2012; the company has 7 fixed plants, 359 mixer trucks and 95 concrete pumps. UNICON s financial statements as at the 31st of December 2012 were audited by Medina, Zaldivar, Paredes & Asociados, a member company of Ernst & Young, and approved by the board of directors on the 30th of January 2013, with the following results: Net sales of S/ million (S/ million in 2011). Net results of S/ million (S/ million in 2011). Net equity of S/ million (S/ million in 2011).
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